What is a separate unit? The procedure of registration and liquidation of a separate division of the organization

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2020-04-28 10:20:26

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A Separate subdivision – representative office or branch of the company, at the location of which is formed at least one job for more than 1 month. It will be considered educated regardless of, whether the reflected details in constituent and other organizational and administrative documentation, and the scope of the powers it is endowed with. This provision is set in article 11, n. 2, NK. separate subdivision

The Specifics of the workplace

In NC is missing its definition. However, it is in TK. Work is the place where the employee must arrive to perform their duties and which either directly or indirectly controlled by the employer. This definition is contained in article 209 of the Labour code. Recently become very popular "virtual" offices. This refers to remote working professionals at home. The apartment and the property of the employee are not under the control of the employer. In this regard, in this case the working position in the normative sense is not formed. Accordingly, the remote office cannot be considered a separate division.

In addition, the workplace shall be formed by the company. For example, the organization could rent a space or purchase the property. If the company sends its employee to another firm for a period exceeding a month, and the workplace creates a host company, then create a separate division here also we are not talking. In this case, the expert will be deemed to be seconded under article 166 of the TC. Another important condition is the equipment of the workplace. This means that it must be adequately equipped to perform by the employee of his duties.

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Territorial autonomy

This is the second key characteristic of a branch or representative office. The definition of territorial isolation is also absent in NC. The meaning of the sign we can assume that we are talking about the other address of the branch/representative office. It must be different from the location of the main organization, specified in its constituent documents. In article 11, paragraph 2, NK stated that the address of a location of a separate subdivision is the place, where the main venture operates through a branch/representative office.

Classification

In accordance with the civil code of OBOSOBLENNOE PODRAZDELENIE can be formed in the form of a branch or representative office. The definition of the latter is provided in article 55, paragraph 1, of the civil code. According to the standard, representation – this is a separate division of a legal entity, which acts in the interests of the main company and implements their protection. The definition of a branch a little wider. They are considered a separate unit located outside the main location, the company performs all its functions or only some, including those associated with the representation. register a separate subdivision

Important point

Create a separate division by the decision of the General meeting. It discusses key issues relating to the activities of a branch or representative office. After deciding the order is issued. A separate division may, but is not required to have a supervisor. However, data on branch or representation shall be indicated in the constituent documents of the main company. This requirement is contained in article 55, paragraph 3, of the civil code. Registration of separate subdivision shall be effected by giving to the authority the relevant data. Information entered in the register. Since then, the branch or representative office will be considered educated. It should be noted that subdivisions are not legal entities and do not act as subjects of civil relations. However, they have certain responsibilities. In particular, in accordance with article 19 of the TC of separate subdivision shall deduct taxes.

Registration

The opening of a separate subdivision involves the submission of documents to the territorial body FNS. The main organization that carries out activities through a representative office or branch shall send a statement of registration within 1 month. from the date of formation. Registration of the separate subdivision is carried out on the Federal tax service, located at his work and not the main enterprise. There are times when the office (or affiliate) created, but the activity is not conducted through it. By law to register in this case is not necessary. However, if after 2 months, for example, the main company will work through its separate division, it will have the obligation to apply to the territorial body FNS. But in this case the violation of statutory deadlines. In this connection it is expedient to carry out the registration within 1 month from the date of opening of the unit, regardless of carried out through the activity or not. If the representative office/branch is formed on the territory of the municipality within which is located the main company, to the territorial body FNS served notice in the manner prescribed by article 23, paragraph 3, of the tax code.

Caveat

In practice, an entity may have multiple branches or representative offices on the territory of theone MO, but in areas under the jurisdiction of different Supervisory authorities. In this case, the registration is allowed in the inspection at the location of one of the separate divisions on the choice of the main office. This provision is enshrined in article 83, paragraph 4 of the tax code. The main enterprise shall notify in writing the territorial body on which it chose. Accordingly, the Declaration for separate division to be filed in this office.

Liability NK

In the Code there are two standards associated with the production of OP on the account. In article 116 of the NC provide a penalty for violation in the period in which it must be filed. Its value is 5 thousand rubles., and if the period is overdue by more than 3 months. 10 thousand article 117 of the NC establishes the responsibility for the implementation of enterprise activity without registration. The offender in this case faces a monetary penalty in the amount of 10% of the profits, but not less than 20 thousand rubles. If the activities without the registration was carried out more than 3 months. the penalty is doubled (20% of income, but not less than 40 thousand rubles.). Declaration on the detached subdivision

Income Tax separate subdivision

The Rules for contributions are determined by article 288 of the tax code. Taxes separate division, and the amount of prepayment in part, payable in favor of the fed. budget lists without distribution in branches/offices, the location of the main enterprise. This rule is stated in paragraph 1 of the article above. The amounts that are allocated to the regional budgets, allocated to branches/offices and the main office. Payments are made to addresses, which is the principal place of business and each separate business unit. The profit earned by the branch/representative office, affect the distribution of mandatory contributions.

Responsible Department

If the enterprise has several departments within the same region, then it may choose the responsible structure to carry out the mandatory contributions to the budget. The amount of the payment in this case will be calculated in accordance with the income shares defined by the aggregate performance of the branches/offices. This rule provided for in paragraph 2 of article 288 of the tax code. What separate division was chosen as the responsible head office reports to the authorities on the location addresses of other offices/branches. Notification shall be sent and when you change the order of allocation of payments, the number of working offices and other circumstances affecting the fulfilment of obligations to the state.

Location OP

Now spread such a thing as a legal address. However, many it is meant by the actual location of the organization. Meanwhile, it is determined at registration. She, in turn, coincides with the place of work of the permanent Executive body or person vested with the appropriate powers. This provision is established in article 54, paragraph 2, of the civil code. Information about the location of the Executive body are specified in the constituent documents.

In addition, you use such a thing as the actual address. It binds to the place where the organization operates. Some territorial Inspectorate tie the actual address to a detached subdivision, and legal – to the main enterprise. According to experts, such approach cannot be considered correct. A separate division in the first place must be geographically separated from the main office, and must be contained in the constituent documents. If the company operates at an address different from that specified in the Charter, but information about this is missing, it can not be recognized as a representative office or branch. income tax separate subdivision

Closing a separate subdivision

Upon liquidation of a branch/representative office, the main entity is required to make changes to constituent documents. The deregistration of the Inspectorate will be made on the basis of information from the register. This form is filled With-09-3-2 and sent to the monitoring authority. The closure of the separate subdivision is accompanied by a deregistration and in the FSS and the FIU. Appropriate notices need to be sent within one month from the date of decision on liquidation.

Special cases

It is Necessary to consider a scheme in which operates a separate division. Balance, for example, may not be carried out, the account and workers – absent. In this case, therefore, the representation/branch is not on the account at the FSS and the FIU. The health Ministry, however, in one of the explanatory notes highlights that the company is obliged to inform in territorial departments of the funds at the address of its location on the elimination of any unit, regardless of the presence of his current account, a separate balance, accrued in favor of employees and other individuals. Thus, notifications are sent anyway. If OBOSOBLENNOE PODRAZDELENIE OOO was delivered to the funds on the account, the main organization sends:

  1. In the FSS and the FIU the information about liquidation. It is made in any form.
  2. To the pension Fund at the accounting division:
  • Statement ofderegistration of the enterprise at the location of the branch/representative office in the territorial Department of the Fund;
  • A copy of the decision on liquidation of the OP.

After receiving these documents, the FIU takes account of the division within five days.

Features reporting

When adopting a decision on liquidation of a branch/representative office updated documentation on the current and upcoming periods for inspection at the location of the main office. On the title page of the Declaration in the string about the location of the affixed code 223. In the upper part indicate the checkpoint assigned to the company at the address location of the liquidated branch/representative office. In section No. 1 shall bear the rcoad code of the settlement on whose territory the activity was carried out and paid taxes separate subdivision.  creation of a separate subdivision

The Dismissal of employees of the OP, in another location

Termination of labor contracts is carried out in the manner prescribed for the liquidation of the organization (article 81, paragraph 1 of the LC). From the explanations of the armed forces implies that other areas are recognised territory outside of the village. The rules prescribe that the liquidation of the company staff are notified about it not later than 2 months. prior to the termination of the contract. The notice shall be in writing and given to acquaint each employee under the signature.

In addition, issued an order on termination of labor relations. It is made on f. T-8 or in form, which the company developed independently. With the order of each employee also meets under the painting. Mandatory entry is made in the workbook and a personal card of the employee. In this case, reference is made to article 81 of the TC. Workbook the employee receives the day of termination of the contract. While the employee signs the Ledger and a personal card. The legislation obliges the employer to carry out a full settlement with employees, including severance pay. Its size is equal to the average earnings per month. Severance pay is paid for 2 months.

Termination of the contract with the employee of OP located in the same area as the main enterprise

Upon liquidation of the representative office/branch employees leave the company in the manner provided for staff reductions. In this case, the employer must:

  1. To Justify their action of economic, organizational, technical reasons.
  2. To Offer the employee work with his professional qualities and state of health. The employee should be offered all available and relevant to the needs of the citizen jobs within the area. If the employment or collective agreement provided the employer informs the employee about the availability of seats outside where you eliminated the OP. Failure to comply with these requirements the employee may demand reinstatement.
  3. To Comply with the requirements of article 179 of the labour code. With the reduction in the organization are first of all the employees having higher qualification and those who dismiss prohibited. To the latter, for example, include pregnant women.

Staff members who will have their contracts terminated are notified about it not later than 2 months prior to the date of dismissal. The procedure is carried out with mandatory participation of trade Union on workers. In case of dispute the representatives of the employer and employees can contact the labor Inspectorate.opening of a separate subdivision

Personal income tax

According to the General rules of the enterprise pass to the inspection FNS the data about the income of individuals, acting as tax agents. Information is provided at the end of the period during which it was carried out calculation and payment, no later than 1 April. If a separate division is being eliminated mid-year, a procedure that is defined in the letter of FNS № KE-4-3/4817 from 28.03.2011 G. Information about income citizens who are employees of representative offices/branches is provided in inspection FNS on the given address of the OP, which lists the personal income tax. If the business is terminated in the middle of the year, information is sent during the last reporting period. As it stands the time period from the beginning of the year until the end of liquidation.

Withdrawal from the account in inspection FNS

Organization that covers a separate division, is obliged to inform the Supervisory authority at the place of its location. This must be done within three days from the date of approval of the liquidation. To send the notification in various ways. For example, the supervisor may give notice to the inspection personally or through his representative. The law allows sending a document by registered mail, as well as on information channels of communication. In the latter case the notification must be certified by the strengthened digital signature of the Director or employee with delegated authority. After receiving the message on FNS within ten days removes the OP from the register. The control authority shall send the organization a notification. It should be remembered that if the enterprises conduct an onsite audit, then the location of the unit it will not be removed from the register before it is completed.  taxes separate subdivision

Details

In violation of the terms of the notification to the Inspectorate on the elimination of a separate division of the main company can be held accountable. It is established in article 126, n. 1, NK. In addition, provides for administrative punishment for the head of the organization. It is defined in article 15.6 of the administrative code. So when planning the liquidation procedure it is important to follow all deadlines established by law.


Article in other languages:

AR: https://www.tostpost.com/ar/business/22066-what-is-a-separate-unit-the-procedure-of-registration-and-liquidation-.html

BE: https://www.tostpost.com/be/b-znes/39540-shto-takoe-adasoblenae-padrazdzyalenne-paradak-reg-stracy-l-kv-dacy-ad.html

DE: https://www.tostpost.com/de/business/39065-was-ist-obosoblennoe-podrazdelenie-die-registrierung-und-die-liquidati.html

ES: https://www.tostpost.com/es/centro-de/38835-qu-es-la-divisi-n-separada-procedimiento-para-el-registro-y-la-elimina.html

HI: https://www.tostpost.com/hi/business/23684-what-is-a-separate-unit-the-procedure-of-registration-and-liquidation-.html

JA: https://www.tostpost.com/ja/business/21649-what-is-a-separate-unit-the-procedure-of-registration-and-liquidation-.html

KK: https://www.tostpost.com/kk/biznes/39948-b-l-o-shaulan-an-b-l-mshes-t-rkeu-t-rt-b-zh-ne-zhoyu-o-shaulan-an-b-l-.html

PL: https://www.tostpost.com/pl/biznes/39156-co-to-wyodr-bniona-jednostka-procedura-rejestracji-i-likwidacji-samodz.html

PT: https://www.tostpost.com/pt/neg-cios/41350-o-que-uma-unidade-a-ordem-de-registro-e-liquida-o-dessa-unidade-organi.html

TR: https://www.tostpost.com/tr/business/36494-nedir-ayr-bir-birim-kay-t-s-ras-n-ortadan-kald-rmak-ve-ayr-bir-kurulu.html

UK: https://www.tostpost.com/uk/b-znes/40410-scho-take-v-dokremleniy-p-drozd-l-poryadok-re-strac-ta-l-kv-dac-v-dokr.html

ZH: https://www.tostpost.com/zh/business/18959-what-is-a-separate-unit-the-procedure-of-registration-and-liquidation-.html






Alin Trodden - author of the article, editor
"Hi, I'm Alin Trodden. I write texts, read books, and look for impressions. And I'm not bad at telling you about it. I am always happy to participate in interesting projects."

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