Business expansion can be carried out through the creation of a separate division or branch of the company. What are they?

What is a separate division?

Under separate subdivision It is customary for a company to understand a structure belonging to it, which is located in another territory, has a staff and represents the interests of the main office. In a separate subdivision, there must be stationary jobs (created for a period of 1 month or more).

Information about the relevant structure does not have to be included in the constituent documents of the company. At the same time, firms that form separate subdivisions must register with the Federal Tax Service at the location of each of the local institutions. To do this, it is necessary to send a notification about the opening of a unit to the territorial structure of the Federal Tax Service. This must be done within 1 month from the date of creation of the relevant structure. Having received a message about the opening of a separate division of the company, the Federal Tax Service, within 5 days, registers the company on tax records in its territory and issues a notice of this to it.

In addition, within 1 month from the date of creation of a separate subdivision, the company must notify the Pension Fund and the Social Insurance Fund about this.

What is a branch?

Under branch It is customary for firms to understand the structure belonging to it, which, like a separate subdivision, is located in another territory. At the same time, it carries out activities that, in their content, fully correspond to the functions of the main office.

As in the case of a separate subdivision, the creation of a branch is carried out at the level of local regulatory legal acts of the company. However, this procedure, as a rule, is noticeably more complicated than the one that characterizes the establishment of structures of the first type. In particular, an executive hired under an employment contract (for example, a general director) cannot establish branches. In addition, at least 2/3 of the total number of votes of the company's owners must be given for the creation of a branch - if we are talking about an LLC. The charter of the company may provide for the creation of branches in accordance with decisions taken by the board of directors.

Unlike the establishment of a separate subdivision, the creation of a branch involves the indication of information about it in the charter of the organization. In addition, data on the relevant changes in the constituent document of the company must be transferred to the Federal Tax Service - so that the said body subsequently makes adjustments to the Unified State Register of Legal Entities. At the same time, tax authorities must also send copies of documents with the participation of which changes were made to the company's charter. Or - copies of the relevant constituent document. Based on the data on the branch of the company, which are entered by the Federal Tax Service into the Unified State Register of Legal Entities, the new local structure of the company is tax registered at its location.

Information on the creation of a branch, as in the case of a separate representative office, must be transferred to the FIU and the FSS.

The branch of the organization is required to have a head - he holds his position on the basis of a power of attorney issued by the head office, as well as upon the fact that the general director issues an appropriate decision. The authority to appoint the head of the branch may be vested in other management bodies of the company.

Comparison

The main difference between a separate subdivision and a branch is that information about the structure of the first type should not be entered into the constituent documents of the company and the Unified State Register of Legal Entities. In general, the establishment of a separate division is a simpler procedure than the creation of a branch. Above, we examined what this is - the need to make a decision on the formation of a branch at a meeting of founders, transfer copies of the charter or sources corresponding to it to the Federal Tax Service, and also appoint the head of the relevant structure.

At the same time, both local institutions under consideration have much in common. So, neither one nor the other is a legal entity independent of the head office. The property they use belongs to the main organization. Separate subdivisions of firms and branches are established, as a rule, for the same purposes - expanding the brand's representation, solving local problems related to business development.

Having determined the difference between a separate subdivision and a branch, we fix the conclusions in the table.

Table

Please explain the main differences for the enterprise when opening branches and separate divisions (not allocated to a separate balance sheet). Interested in questions from reflection in the Charter, to registration with insurance funds (where, how) and the formation of a separate balance sheet and organization of work through the use of account 79 and the formation of a separate balance sheet and payroll separately in a branch, etc.

A separate subdivision is any subdivision of an organization that is geographically remote from its location, where stationary jobs have been created for a period of more than one month. A subdivision is recognized as separate, regardless of whether this is reflected in the constituent (internal) documents of the organization or not. This is stated in paragraph 2 of Article 11 of the Tax Code of the Russian Federation. A branch is a separate subdivision of a legal entity located outside its location and performing all or part of its functions, including the functions of a representative office. Representative offices and branches are not legal entities. Representative offices and branches must be indicated in the constituent documents of the legal entity that created them. This is stated in Article 55 of the Civil Code of the Russian Federation.
For the purposes of the tax code of the Russian Federation, a separate subdivision should not or cannot be indicated in the constituent documents of the organization as a branch or representative office. Therefore, the concept of “separate subdivision” is wider than the concepts of “branches” and “representative offices” (Article 11 of the Tax Code of the Russian Federation, Article 55 of the Civil Code of the Russian Federation). Moreover, the procedure for registering a branch is much more complicated than that of a separate subdivision.

The need to create a subdivision arises if at least one stationary workplace has been created in the same municipality, but not at the location of the organization. Therefore, the date of creation of a separate subdivision is recognized as the date of arrangement of workplaces and the actual start of doing business through this subdivision.
The procedure for state registration of a subdivision is fully specified in the response file.

If the separate subdivisions of the organization are located in the same municipality in the territories under the jurisdiction of different tax inspectorates, the organization has the right to choose one inspection at the location of any of its subdivisions to register the subdivisions ( par. 3 p. 4 tbsp. 83 NK RF). This rule applies only to separate subdivisions. Therefore, if in the same locality, but in the territories under the jurisdiction of different inspections, the head office of the organization and its separate subdivision are located, then you will have to register twice ( letter of the Ministry of Finance of Russia dated 15 April 2011 No. 03-02-07/1-126 ).*

Situation: what day is considered the date of creation of a separate subdivision

The date of creation of a separate subdivision is the date of arrangement of workplaces and the actual start of doing business through this subdivision.

A separate unit is a division that is geographically remote from the organization, in which workplaces are equipped for a period of more than one month (stationary workplaces) ( P. 2 tbsp. 11 NK RF). It follows from the definition that for the establishment of a separate subdivision for tax accounting, the creation of at least one stationary workplace plays a decisive role.

The workplace is a place that is under the control of the employer and where the employee must be (where he must arrive) to perform work ( par. 6 art. 209 TK RF).*

The concept of a workplace differs for each individual organization and depends on the nature of the work performed. Therefore, the date of creation can be considered the date of completion of the arrangement of the workplace, the date the first employee was hired, or another date associated with the start of the unit's activities. This conclusion is confirmed by arbitration practice (see, for example, FAS rulings Central district from 12 July 2011 No. А14-8856/2010/337/28 , Moscow district from 17 January 2011 No. KA-A40/16989-10 , West Siberian District from 6 February 2007 No. F04-8807/2006(29891-A45-19) , Far Eastern District from 12 December 2007 No. Ф03-А73/07-2/5541) .

The organization must declare to the inspection about tax registration within a month from the date of creation of a separate subdivision ( sub. 3 p. 2 tbsp. 23 NK RF). To do this, submit to the inspectorate at the location of the organization: *
- a message about the creation of a separate subdivision. Form , format And order message completion approved Order of the Federal Tax Service of Russia dated 9 June 2011 No. MMV-7-6/362 ;
- notification of the choice of tax office. Form , format And order filling notice approved Order of the Federal Tax Service of Russia dated 11 August 2011 No. Yak-7-6/488. Send this notice only if the organization has the right to choose inspection for registration of a separate division.

Together with the message and notification, the organization has the right to submit copies of documents confirming the creation of a separate subdivision.

Attention: if an organization is late in submitting an application for registration of a separate subdivision, then it will face a fine paragraph 1 article 116 of the Tax Code of the Russian Federation. The amount of the fine is 10,000 rubles. If the organization starts doing business in an unregistered separate subdivision, the sanctions may be more severe*.

For conducting activities without tax registration (including at the location of a separate subdivision), 10 percent of the income received from this business, but not less than 40,000 rubles, may be recovered from the organization. Such liability measures are paragraph 2 article 116 of the Tax Code of the Russian Federation.

It should be noted that if a separate branch is opened on the territory of the same tax office where the parent organization is located, then the responsibility for paragraph 1 Article 116 of the Tax Code of the Russian Federation does not apply. In this case, the organization may be fined 200 rubles. based paragraph 1 article 126 of the Tax Code of the Russian Federation. The composition of the offense will not be missing the deadline for filing an application for registration, but the fact that the organization has not submitted the documents necessary for tax control. This position is reflected in letter of the Federal Tax Service of Russia dated February 27, 2014 No. SA-4-14/3404 .

The message (notification, supporting documents) can be:
- hand over to the inspection personally;
- send electronic(With qualified electronic signature);
- send by registered mail.

The inspectorate, in which the unit is registered, assigns its checkpoint to the unit. A new TIN is not assigned to the subdivision: the TIN of the subdivision is the TIN of the organization. This follows from the provisions of paragraphs 6 And 7 order approved Order of the Federal Tax Service of Russia dated 29 June 2012 No. MMV-7-6/435 .

Branch or representative office

The organization must register separately for the head unit and separately for each of its branches or representative offices.

To register a branch or representative office, submit to the tax office at the location of the organization:
– notification of amendments to the constituent documents. Information about the created branch (representative office) should be reflected in sheet A notifications;
– decision to amend the constituent documents;
– changes made to the constituent documents, or constituent documents in a new edition (in two copies). *

It is only necessary to register a separate division in the FSS if the division is allocated to a separate balance sheet, has a current account and makes payments to employees ( p. 2 h. 1 art. 2.3 of the Law of December 29, 2006 No. 255-FZ). To do this within 30 days since the establishment of such a unit the following documents must be submitted to the territorial branch of the fund at the location of the unit: *

In addition, on its own initiative, the organization may submit to the territorial office of the FSS of Russia copies of:

If copies of additional documents are not submitted, the territorial branch of the FSS of Russia will independently request the necessary information from the tax office and the Rosstat branch.

These rules are set out in paragraphs 14 , 19 administrative regulations approved by order of the Ministry of Labor of Russia dated 25 October 2013 No. 576n .

Upon receipt of the package of documents, employees of the FSS of Russia will register the separate division of the organization within five working days, assign it an extended registration number (registration number of the organization, supplemented by the division code) and subordination code. At the same time, the unit will be issued registration notice. Employees of the FSS of Russia will issue a notification in the manner indicated in the application, that is, they will hand it over personally, send it by mail or send it electronically.

Lyubov Kotova

5. Situation: How to register a separate division of an organization in the Pension Fund

The creation of any separate subdivision must be reported in writing to the branch of the Pension Fund of the Russian Federation at the location of the organization. This must be done within a month from the date of creation of such a unit ( p. 2 h. 3 art. 28 of the Law of July 24, 2009 No. 212-FZ).

You need to register a separate division only if it is allocated to a separate balance sheet, has its own current account and makes payments to employees. To do this, the office of the Pension Fund of the Russian Federation at the location of a separate subdivision must be submitted: *

The resolution does not establish the exact deadline for submitting an application and other documents. However, it is advisable to send documents for registration of the unit before the first time it pays insurance premiums from employee benefits.

Having received a package of documents, employees of the territorial branch of the Pension Fund of the Russian Federation will register a separate subdivision of the organization within five working days. And send organizations by mail registration notice. If desired, the notification can be received in person at the branch. Such rules are set paragraph 1 article 11 of the Law of December 15, 2001 No. 167-FZ and paragraph 14 order approved Resolution of the Board of the Pension Fund RF from 13 October 2008 No. 296p .

Lyubov Kotova, Deputy Director of the Department for the Development of Social Insurance of the Ministry of Labor of Russia

6. Situation:When it is considered that a separate division of an organization has a separate balance sheet (for the purpose of paying insurance premiums for mandatory pension (social, medical) insurance)

The allocation of a separate subdivision to a separate balance sheet is determined by the constituent documents of the organization.

In the current legislation, the concept of "separate balance sheet" is not defined. The procedure for the formation of separate balance sheets is also not established. Nevertheless, the financial statements of any organization should include performance indicators for all its separate divisions, including divisions allocated to separate balance sheets ( P. 8 PBU 4/99 ).

The transfer of assets and liabilities between the head unit and the branch or between separate units is accounted for on account 79. For example, the transfer of goods from one branch to another can be reflected in the postings: *

DEBIT 79 sub-account "Settlements on current operations" CREDIT 41
- goods are transferred from one branch to another separate subdivision;

DEBIT 41 CREDIT 79 sub-account "Settlements on current operations"
- goods are received by a separate subdivision from the branch.

When transferring the main asset of the head office to the branch, you can draw up an invoice in the form of No. OS-2 (approved by the Decree of the State Statistics Committee of Russia dated January 21, 2003 No. 7). The disadvantage of this form is that it does not contain data on accrued depreciation. Therefore, when transferring fixed assets to a separate division allocated to a separate balance sheet, you can supplement invoice No. OS-2 by including depreciation information, or use another document, such as an advice note. The company develops the advice form independently and approves it in the accounting policy. An example of this document is shown below.

Information about the transfer of a fixed asset to a division of the organization allocated to a separate balance sheet, reflect in the inventory card in the form No. OS-6 (No. OS-6a) or in the inventory book in the form No. OS-6b.

By organizing accounting in this way, the unit will be able to draw up a balance sheet. But this document can only be used for administrative purposes. Because financial statements must be compiled for the whole organization, including all separate divisions (clause 8 PBU 4/99).

It is necessary to describe in detail how and to what extent the unit keeps records in the accounting policy of the company. Accounting policy is a document that is uniform for the entire company. And the accounting methods that are prescribed in it are used by all divisions, regardless of whether they have a separate balance sheet (clause 9 PBU 1/2008).

But some details may be specific to a particular unit. First of all, this is a working chart of accounts. It must include accounts corresponding to transactions that the unit accounts for separately. The rules of document circulation, processing of accounting information and control over operations may be special. Therefore, for each unit that maintains accounting independently, you can make a separate section of the accounting policy.

It is not uncommon for a company to impose on a division the obligation to determine its financial result. That is, a separate division takes into account income and expenses from its operations and calculates the profit received. This is also determined in the accounting policy. And they include accounts from the “Financial results” section in the work plan of the subdivision.

Even in the accounting policy, the company approves the reporting forms that should be separate divisions. It is convenient to use the same forms that are used to prepare reports for the whole company. Based on the reports of the division, the accounting department compiles consolidated statements. In the accounting policy of the company, you can also describe the procedure for combining the credentials of all departments to form general financial statements.

You can see an example of an accounting policy above. Sometimes companies also establish the procedure for organizing accounting in a department by order of the head. An example of this document is shown below.

Sincerely,

Alexander Ermachenko, expert of BSS "System Glavbuh".

Answer approved by Olga Pushechkina,

head of the VIP support department of the BSS Sistema Glavbukh.

All domestic legal entities have the opportunity to open one or more separate divisions. These are both branches and representative offices, as well as other divisions, for example, stationary workplaces. The procedure for their opening and the requirements for them, as well as their definitions, are sufficiently described in the current legislative acts of Russian law. Let's try to figure out the difference between a branch and a separate subdivision.

General provisions on separate divisions

The Civil Code of the Russian Federation allows the creation and existence of legal entities that, along with other business entities, take part in entrepreneurial activities or are created to achieve specific goals (Article 48 of the Civil Code of the Russian Federation).

All organizations of the Russian Federation have the right and have the ability to create separate subdivisions (Article 55 of the Civil Code of the Russian Federation). It is important to consider that separate subdivisions are not legal entities and lack the legal capacity inherent in legal entities.

It must be remembered that a separate subdivision must be located at an address different from the address of the main organization, and have stationary jobs, i.e. jobs created for a period of more than one month (Article 11 of the Tax Code of the Russian Federation). A separate subdivision of a legal entity is a branch, representative office or stationary workplace (Article 55 of the Civil Code of the Russian Federation and Article 11 of the Tax Code of the Russian Federation).

Information about each separate subdivision, with the exception of stationary jobs, is indicated in the unified state register of legal entities, for which the organization creating them must submit completed applications to the tax inspectorate according to approved forms No. P13001, No. P13002 or No. P14001.

Types of separate divisions

Civil law names two structural divisions: a branch and a representative office. Other structural divisions, isolated from the main organization, do not contain the norms of the Civil Code of the Russian Federation.

But the list of divisions that are separate from the main organizations is also contained in other legislative acts.

Thus, the tax legislation directly indicates the possibility of recognizing as separate parts of the main organization any territorially separate structure that has stationary jobs.

A workplace, including a stationary one, is a place that is controlled by the organization and in which the employee performs his labor functions (Article 209 of the Labor Code of the Russian Federation).

At the moment, the list of structures that can be recognized as separate entities is open and is not limited to a branch and a representative office.

Each type of structural units has not only its own distinctive features, but also common ones.

Let's try to figure out what is the difference between a branch and a separate subdivision.

Branch Differences

The concept of a branch is enshrined in paragraph 2 of Art. 55 of the Civil Code of the Russian Federation, according to which the branch is not only geographically removed from the main organization, but also performs all or part of the functions of the main organization, and also performs the functions of a representative office.

It should be noted that the concepts of representation and branch are different. Such differences already follow from the definitions of both structural units, which are given in civil law.

Consider the main differences between a branch and a separate subdivision in the table below.

As can be clearly seen from the table, the differences between different types of separate structural units are much wider than just differences in names.

The differences existing between different types of structural units are of a fundamental nature and consist mainly in the functions for which the corresponding separate structural unit is created, as well as in order to achieve which the structural unit is created.

It should also be remembered that there are certain common features between separate structural units, for example, they are not legal entities, information about them does not need to be reflected in the charters of organizations, their heads can only act on the basis of a power of attorney, and the structural units themselves can only act on the basis of the provisions . Each separate subdivision must have stationary workplaces.

When making a choice between a branch or a separate subdivision, one should decide on the functions that the corresponding structure will perform, as well as the goals for which it is created. Moreover, the body of the main organization that makes the decision to open separate subdivisions also needs to take into account the following: whether it is planned to independently maintain accounting by separate subdivisions, and whether such subdivisions will be endowed with property and whether current accounts will be opened for them.

As a conclusion to this article, it can be noted that the right to choose a specific separate subdivision belongs exclusively to the organization that creates it. But when making a final decision on the form of a separate subdivision, it is simply necessary to study in detail the features of each of the possible ones.

Absolutely all legal entities that are registered in Russia have the opportunity to open one or several separate divisions at once. This is where the question arises: what is the difference between a separate division, a branch and a representative office?

Not the same

So, branches and representative offices, as well as stationary workplaces, are equated to separate divisions. The procedure for opening them, along with the requirements that apply to them, as well as their definitions, is fully described in the current Russian legislative acts.

What is the difference between a separate division and a branch? Let's dwell on this issue in more detail.

Separate divisions

The Russian Civil Code allows the creation and existence of legal entities that, together with other business entities, are directly involved in conducting business activities or are created to achieve certain set goals.

Absolutely all organizations operating in Russia have the right and opportunity to open separate divisions. It should be borne in mind that separate subdivisions do not act as legal entities. For this reason, they are deprived of the legal capacity that is inherent in legal entities. You can feel the difference between a branch and a separate division.

Jobs for more than a month

It should be remembered that separate subdivisions must be located at an address that is different from the location of the main institution, in addition, they must have stationary workplaces. In this case, the creation of jobs for a period of more than one month is implied. A separate subdivision created by a legal entity is a branch, representative office or stationary workplace. Here you can already understand the difference between a branch, a representative office and a separate subdivision.

Information about each separate subdivision, excluding stationary jobs, is recorded in the unified state register of legal entities. To do this, the institution that creates them must submit completed applications to the tax office in accordance with the established forms.

So what is the difference between a branch and a separate division? Let's look at the course of the article and find out the controversial points.

What are separate divisions?

Civil law distinguishes two structural divisions, namely a branch and a representative office. The norms of the Civil Code do not contain any other structural divisions that are separate from the main organization. Is the branch a separate division? In the course of the already studied material and the newly arrived, we will find out this to the end.

Link to law

But at the same time, the list of divisions that are separate from the main institutions is also contained in other legislative acts. So, in the tax legislation there is a reference to the possibility of recognizing as separate parts of the main organization any territorially separated structure that has stationary jobs. The workplace, including stationary ones, is a place that is controlled by the organization and in which the employee performs his labor duties, as discussed in article of the Labor Code No. 209. What is better, a branch or a separate subdivision? Let's understand further.

In the public domain

Today, the list of structures that can be recognized as separate is open and is not limited to a branch and a representative office. Each type of structural units has not only its own distinctive features, but also common characteristics.

So what is the difference between a separate division and a branch? Let us first dwell on the very concept of the latter.

What are branches?

Under the branch of a company, it is customary to mean a structure belonging to it, which, like a separate division, is located in another territory. At the same time, it carries out activities that, in their content, fully correspond to the functions of the main office. Next, we will consider the difference between a separate division from a branch and a representative office, and many other unclear points.

In the same way as in the situation with separate subdivisions, the creation of branches takes place at the level of local regulatory and legal acts of the institution. This is the difference between a branch and a separate division. True, such a procedure, as a rule, is much more complicated than that which determines the establishment of structures of the first type. In particular, an executive hired under a labor document, for example, a general director, does not have the right to establish branches. In addition, at least two-thirds of the total number of owners of the company must vote for the creation of a branch if it concerns an LLC. The charter of the company may provide for the creation of branches according to decisions made by the board of directors.

The statute must contain

Unlike institutions of separate divisions, the creation of a branch provides for the indication of information about it in the company's charter. In addition, information about the relevant changes in the constituent documents of the company must be submitted to the tax authorities so that the mentioned service subsequently makes all the required adjustments to the Unified State Register of Legal Entities. In addition, it is also important for tax authorities to send copies of documents in which changes were made to the charter of the organization. Or you can provide copies of the relevant constituent paper. Based on the information about the branch of the organization, which is entered in the Unified State Register of Legal Entities, the new structure of the company is put on tax records according to the location.

Information about the establishment of a branch, as in the case of separate representative offices, should be transferred to the pension fund, and, in addition, to the tax authority. The branch of the company needs to have its own manager, who will hold his position in accordance with the power of attorney issued by the head office. It is also required that the general director issue an order on the appropriate decision. Powers within the framework of the appointment of the head of the branch may be transferred to other management bodies of the company. So, which is better a branch or a separate division? The following material will help draw conclusions.

Main differences

Here we come to the answer to the question of what is the difference between a separate division and a branch further in the text.

The concept of a branch is enshrined in the Civil Code in Article No. 55. According to this article, the branch is not only remote from the main organization in the territorial sense, but also performs all or part of the functions of the main institution, and also performs the tasks of representation.

It should be noted that the concept of representation and the definition of a branch differ from each other. These differences already follow from the characteristics of both structural units given in civil law.

So, let's consider the basic differences between branches and separate divisions, and also find out what are the characteristic features of stationary jobs:

• functional differences. Within the framework of functional differences, it should be noted that branches perform all or part of the duties of the main institution. They also carry out the functions of representative offices. The activities of separate divisions are aimed at representing and protecting the interests of the main company. At stationary workplaces, employees perform their duties directly at their place.
• Business differences. When carrying out commercial activities, branches have the entire arsenal of powers and have the right to conduct it. As for separate subdivisions, they do not have such a right. Stationary workplaces also cannot carry it out, they can only deal with labor relations.
• Notice to the tax office. Branches are not required to notify the tax inspectorate of their establishment. With regard to separate divisions, such a need is also not provided. But stationary places must notify the tax authority within a month from the date of opening.
• Availability of information in the Unified State Register of Legal Entities. Information about separate subdivisions, as well as about branches, is contained in the Unified State Register of Legal Entities. As for the stationary workplace, this information is not indicated in the Unified State Register of Legal Entities.
• The difference is in the order of creation. When opening branches, exactly like separate subdivisions, it is required to obtain permission from the owner of the institution. To launch a stationary place, you need an order from the sole executive representative of the organization.
• Accounting. Branches, as well as separate subdivisions, have the right to independently conduct accounting. Stationary places do not have such an opportunity.
• Opportunity to open your own bank account. Branches, along with separate subdivisions, can open their current account with a banking institution. Stationary workplaces cannot open their current account in the tank.

The difference is not only in the names

As you can clearly see, the differences between different types of separate structural units are much wider than just the difference in names. The difference between the existing types of structural divisions is of a fundamental nature. Mostly, the differences are in the functions for the implementation of which the required structural units are created.

It should also not be forgotten that there are some common features between the structural divisions. For example, they are not considered legal entities, information about them does not need to be indicated in the charters of institutions, and their heads have the right to perform their duties solely on the basis of a power of attorney. Structural divisions directly act on the basis of regulations. Any separate subdivision must have stationary jobs.

When there is a choice between a separate division or a branch, it is necessary to determine the assigned functions that the corresponding structure will have to perform. In addition, it is required to determine the goals for which it is created. In addition, the body of the main institution, which decides on the opening of branches, should also take into account the following factors:

Conclusion

So what is the difference between a separate division and a branch? I think everyone who has studied already knows the answer for himself.

Separately, it can be noted that the right to choose one or another separate subdivision belongs only to the organization that creates it. But before making a final decision on the form of a separate subdivision, it is necessary to study in detail all the features of each of the possible options.

The Russian market is going through one of the most difficult periods in its development. To keep the business, companies are expanding the scope of activities, markets. Let's look at the prospects and tax implications of moving to other regions. How to optimally organize work in order to reduce tax risks and reduce labor costs. First, consider the benefits of expanding the scope of activities in other regions:

Receiving a profit:

• expansion of the sales market;
• approaching a potential buyer;
• improving post-customer service;
• reducing the cost of shipping goods.

Cost reduction:

• obtaining additional finance by saving on wages of labor;
• minimization of costs for the transportation of raw materials and other materials for the manufacture of products;
• convenience in accounting, due to local regional differences.

Now we will analyze in what legal form it is better to start an activity

There are several options - opening a new legal entity, registering a branch or a separate subdivision. Before considering the advantages and disadvantages of one form or another, it is necessary to define a separate subdivision, branch / representative office.

Separate subdivision- this is a division territorially isolated from the parent enterprise, at the location of which stationary workplaces are equipped (in accordance with paragraph 2 of article 11 of the Tax Code of the Russian Federation). A separate subdivision is not required to have a manager, is not listed as a legal entity and a subject of legal relations of a civil and tax nature.

The Ministry of Finance also adds: his organization is not influenced by either the form of organization or the nature of the work performed at the workplace.

IMPORTANT TO REMEMBER!

Signs of the creation of a separate division:

• the workplace has been created for more than one month;
• geographically distant from the head unit.

On the territory of the Russian Federation, separate subdivisions can be created in two types:

• a branch is a subdivision of a legal entity located outside its location and performing its duties (or only part of them), including the functions of a representative office;
• a representative office is a subdivision of a legal entity, which, like branches, is located outside its location, but it is delegated to represent the interests of the legal entity and protect them.

IMPORTANT TO REMEMBER!

Branches and representative offices do not have the status of a legal entity.

In the process of creating a separate subdivision, it is important to keep in mind that there are some differences in the approaches to interpreting the concept of “separate subdivision”, “branch and representative office” in the Tax and Civil Codes (Fig. 1).

Figure 1 - Comparative table of interpretation of concepts in the Tax Code and the Civil Code of the Russian Federation

How to rationally organize the activities of the company outside its location? How to optimize costs?

Let's evaluate the advantages and disadvantages of each form of organization in terms of costs and areas of responsibility:

Figure 2 - Advantages and disadvantages of organizational forms

According to the table, it can be concluded that for the possibility of complete control and in order to reduce costs, it is more profitable to register a separate division.

Peculiarities of bookkeeping, taxpayer risks in case of mistakes

If the company is going to be active, then it is necessary to inform the tax authority at the location of the organization about all remote subdivisions of the Russian Federation within the following terms:

• no later than one month from the date of creation of the unit;
• no later than three days from the date of change of information about the subdivision.

Form of notification about the creation of a separate subdivision (download).

IMPORTANT TO REMEMBER!

We advise you to inform the IFTS even if the unit does not operate. Since, having decided to activate it (for example, a month later), it will be necessary to submit a notice of registration, but with the payment of penalties for late notification.

Each legal entity that has a branch or representative office must independently develop a regulation on its branch or representative office.

Non-standard situations associated with risk

Business trip or creation of a separate workplace?

Is it to be issued as a business trip or a separate subdivision? Consider the case when an organization sends an employee for a period of more than one month in order to perform certain work for the Customer

Often, the heads (accountants) of companies mistakenly believe that a separate subdivision exists only if it is registered and information about this is reflected in organizational and administrative documents. But this is not true! A subdivision is considered separate, regardless of whether it is listed in the documents or not, and what powers it is endowed with - this is determined by clause 2 of article 11 of the Tax Code of the Russian Federation.

The Tax Code of the Russian Federation does not say anything about what to do in case of non-standard situations. Accordingly, the only right decision (and from the position of the Ministry of Finance) is to contact your tax office, which will decide whether to create a separate division or not. This will protect you from potential fines.

Penalties

The Tax Code provides for penalties in the following cases:

• for violation of the deadline for filing an application for tax registration - 5 thousand rubles;
• if the deadline is violated by more than 90 days, the fine is doubled.

Does a separate division need a cash book?

There is an erroneous opinion that if the main organization does not assign accounting to a separate division, then there is no need to independently maintain a cash book

This is not so, a separate division is obliged to keep a cash book if there are cash transactions in the branch. A legal entity must select and stitch the sheets of the cash book separately for each of its separate divisions.

The cashier must make an entry in the cash book for all incoming and outgoing cash orders that were issued for the receipt and issuance of cash. After determining the amount of the balance of money at the end of the working day, it is necessary to transfer the sheet of the cash book for this day to the parent company no later than the next working day.

Penalties

For non-compliance with the rules for conducting cash transactions (ignorance of the cash book and relevant documents), administrative penalties are imposed on organizations:

• at legal persons - from 4 to 5 thousand rubles;
• on the physical persons - from 40 to 50 thousand rubles.

Opening a branch - the possibility of optimizing payments to the budget

By creating a branch, a company can more flexibly and efficiently plan its tax burden in order to optimize taxes and fees. This is due to the fact that the procedure for opening or closing a branch is much faster and easier than creating a legal entity (primarily because the branch does not require state registration).

So, for example, it is possible to optimize by reducing the wage fund. Everyone is well aware that in different regions the minimum wage can differ significantly. Which, accordingly, reduces the amount of pension contributions.

Due to the constant changes and additions to the tax code, it is safe to say that all accounting and tax accounting is associated with risks. It is necessary to constantly monitor changes in legislation. In addition, correlate with the civil code, which is far from in rare cases contradicting each other.