Activities of a foreign company in Russia: Opening a branch or creating a subsidiary (comparison of options). Features of registering a branch of a foreign company in Russia

The development of market relations in Russia, integration into the world economic process necessitates large-scale attraction of foreign capital into the country's economy. On the present stage As Russia overcomes the consequences of the crisis, it intensifies its foreign economic activity. One of the conditions for increasing efficiency foreign economic relations Russia is actively attracting foreign investment to the domestic market.
Expansion of the scale of foreign economic activity, complexity legal regulation and taxation of foreign companies in the territory Russian Federation predetermined the emergence of numerous questions from accountants.
The activities of foreign companies in the Russian Federation can be carried out in two directions: passive investment in Russian companies and active independent business in Russia. Choosing the first direction, foreign firms do not create representative offices in Russia. In this case, the Russian organization - the source of income payment - acts as a tax agent and withholds tax from income payable in favor of foreign company, in accordance with Art. Art. 309, 310 of the Tax Code of the Russian Federation (TC RF).
At present, foreign companies when choosing organizational form doing business in Russia prefer the creation of separate subdivisions (representative offices, branches, etc.) of foreign legal entities on the territory of the Russian Federation. A subdivision of a foreign company must be accredited and registered with the tax authorities at the place of business in the Russian Federation in order to calculate and pay taxes.
Branches and representative offices of foreign organizations are not legal entities, and therefore do not have legal capacity, their legal status is governed by the law of the country where the parent organization is registered. This means that the process of creation, the scope of rights and obligations, the procedure for functioning and termination of activities, the procedure for appointing a manager and the procedure for vesting him with powers are regulated by the parent organization under the laws of the country of incorporation. For example, the establishment of a branch or representative office of a Turkish company takes place in accordance with the law Republic of Turkey. On the territory of the Russian Federation, representative offices and branches must undergo accreditation, i.e. obtain permission to operate on its territory.
Representation - separate subdivision a legal entity located outside its location, which represents the interests of a legal entity and protects them (Article 55 of the Civil Code of the Russian Federation). As a rule, the main tasks of the activities of the representative office are to conduct marketing research, working out business contacts and searching for clients, facilitating the activities of the parent company in Russia, preparing agreements with Russian clients in the interests of the parent company.
Branch - 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 of foreign companies have a number of general characteristics , namely:
- are created as separate subdivisions outside the location of the foreign organization and act on the basis of regulations;
- endowed with a part of the property of a foreign organization, which is taken into account by them separately;
- do not have legal capacity separate from the organization that has created a separate subdivision, are not independent legal entities and act on behalf of a legal entity;
- heads of branches and representative offices are appointed by a foreign organization and act within the powers listed in the power of attorney issued by an authorized person of a foreign organization;
- the parent foreign organization is responsible for the actions of branches or representative offices.
It should also be noted differences:
- a branch performs a wider range of functions than a representative office, since in addition to representing interests and protecting them, a branch can perform the same economic activity as the parent company abroad;
- a branch or representative office of a foreign organization is created and liquidated in accordance with the decision of the foreign legal entity - the parent organization.
Accreditation of a branch or representative office of a foreign company in the territory of the Russian Federation is carried out in order to state control for their creation, operation and liquidation in the manner determined by the Government of the Russian Federation. In accordance with paragraph 4 of Art. 22 of Federal Law No. 160-FZ of 09.07.1999 "On Foreign Investments in the Russian Federation" (hereinafter referred to as Law No. 160-FZ), a branch of a foreign company is allowed to operate from the date of its accreditation. Branch of a foreign organization in accordance with paragraphs 1 and 2 of Art. 22 of Law N 160-FZ carries out its activities on the basis of the regulation on the branch, which must indicate the names of the branch and its parent organization, the organizational and legal form of the parent organization, the location of the branch on the territory of the Russian Federation and the legal address of its parent organization, the purpose of creation and types of activities of the branch, composition, volume and terms of capital investment, procedure for managing the branch. The regulation on a branch of a foreign legal entity may include other information that reflects the specifics of the activities of a branch of a foreign legal entity on the territory of the Russian Federation and does not contradict the legislation of the Russian Federation.
A branch of a foreign organization established on the territory of the Russian Federation may perform part or all of the functions of the parent organization. According to paragraph 3 of Art. 4 of Law N 160-FZ, the parent organization is obliged to bear direct liability on the obligations assumed by it in connection with the functioning of all its divisions on the territory of the Russian Federation.
Accreditation is the official recognition, confirmation legal status a separate subdivision (branch, representative office) of a foreign organization.
Currently, there is no single body for conducting accreditation procedures for representative offices of foreign legal entities.
Depending on the field of activity of a foreign organization accreditation is carried out by the following bodies:
1. The Bank of Russia issues permits for the establishment of banks with the participation of foreign capital and branches of foreign banks, and also accredits representative offices of credit institutions of foreign states on the territory of the Russian Federation (Article 52 of Federal Law No. 86-FZ of July 10, 2002 "On the Central Bank of the Russian Federation (Bank of Russia)", Order of the Central Bank of the Russian Federation of 07.10.1997 N 02-437 "On the procedure for opening and operating representative offices of foreign credit organizations in the Russian Federation").
2. The Ministry of Foreign Affairs of the Russian Federation issues permits for the opening of representative offices of foreign mass media, unless otherwise provided by an interstate agreement concluded by the Russian Federation (Article 55 of the Law of the Russian Federation of December 27, 1991 N 2124-1 "On the Mass Media").
3. The Ministry of Justice of the Russian Federation issues permits for the opening of representative offices of foreign religious organizations (Article 13 of the Law of September 26, 1997 N 125-FZ "On Freedom of Conscience and Religious Associations", Order of the Ministry of Justice of Russia of March 3, 2009 N 62 "On Approval of the Registration Procedure opening and closing of representative offices of foreign religious organizations in the Russian Federation").
4. The Federal Aviation Service of the Russian Federation issues permits for the opening of representative offices of foreign airlines, firms, institutions and organizations operating in the field of civil aviation on the territory of the Russian Federation (Order of the Federal Antimonopoly Service of Russia dated 05.08. accreditation of representative offices of foreign airlines, firms, institutions and organizations operating in the field of civil aviation on the territory of the Russian Federation").
5. The Chamber of Commerce and Industry of the Russian Federation issues permits for the opening of representative offices of foreign chambers of commerce, mixed chambers of commerce, federations, associations and unions of entrepreneurs, foreign firms and organizations, in cooperation with which members of chambers of commerce and industry are interested (Article 15 of the Law of 07.07. 1993 N 5340-1 "On Chambers of Commerce and Industry in the Russian Federation").
6. The State Registration Chamber under the Ministry of Justice of the Russian Federation (hereinafter referred to as the SC) accredits representative offices of foreign companies in the territory of the Russian Federation (clause 9 of the Charter of the Federal State Institution "The State Registration Chamber under the Ministry of Justice of the Russian Federation").
Accreditation of branches of foreign companies is carried out by the PIU in accordance with the Temporary Regulations "On the procedure for accreditation of branches of foreign legal entities established in the Russian Federation" (approved by the Ministry of Justice of Russia on December 31, 1999) and the Regulations for the implementation of procedures for accreditation of branches and representative offices of foreign legal entities in the federal public institution"State Registration Chamber under the Ministry of Justice of the Russian Federation" (approved by Order of the Federal State Institution "State Registration Chamber under the Ministry of Justice of Russia" dated 10.10.2007 N 60 / about). These documents, in particular, contain a list required documents to pass the accreditation procedure by branches and representative offices.
All foreign documents must be apostilled or have genuine marks of consular legalization. They are submitted with a translation into Russian, which must be notarized or certified by a consular office abroad, unless an international agreement between the Russian Federation and the country of incorporation provides for an exemption from this procedure.
The PIU accredits branches and maintains the State Register of Representative Offices of Foreign Legal Entities accredited in the Russian Federation. When accreditation of a representative office or branch is carried out by the PIU, then inclusion in the register is carried out simultaneously with accreditation. However, inclusion in the register is necessary for all representative offices and branches, regardless of the period and by which body accreditation was carried out. The certificate of inclusion in the Consolidated State Register of representative offices and branches of foreign companies accredited in the Russian Federation is a confirmation of the official status of the company at the federal level. An accreditation certificate is also required when opening bank accounts, carrying out customs procedures and obtaining Russian visas. Thus, accreditation is great importance for business development of a foreign organization on the territory of the Russian Federation.
All foreign organizations can be divided into two groups:
- registered with the Russian tax authorities, i.e. who received a TIN and a corresponding certificate;
- not registered with the Russian tax authorities, i.e. without TIN.
If a foreign company plans to conduct its activities in the Russian Federation through branches or representative offices for more than 30 calendar days continuously or in aggregate, then it is obliged to register for tax purposes at the place of operation of its separate subdivision (branch or representative office) no later than 30 days from the date of the beginning of its activities.
Regardless of the fact of accreditation of a separate subdivision of a foreign company in the territory of the Russian Federation, its presence is already the basis for registering a foreign organization with the tax authorities at the place of operation of the branch (branch, representative office or other separate department).
By virtue of paragraph 2 of Art. 11 of the Tax Code of the Russian Federation, branches and representative offices of foreign legal entities, companies and other corporate entities that were established in accordance with the laws of foreign countries and have civil legal capacity are considered organizations for the purposes of tax legislation and are subject to registration with tax authorities. Registration of organizations is carried out in the tax authorities at the location of the organization, its branches or representative offices, as well as at the location of its Vehicle, real estate and on other grounds provided for by the Tax Code of the Russian Federation.
Registration of a foreign organization with the tax authorities at the place of operation of the branch (branch, representative office or other separate department) is carried out on the basis of the Regulations on the peculiarities of accounting with the tax authorities of foreign organizations (approved by Order of the Ministry of Taxation of Russia dated 07.04.2000 N AP-3-06 / 124, hereinafter - Regulations). In accordance with this document, foreign organizations are subject to registration with the tax authorities not only when establishing subdivisions in Russia, but also in most other cases when their activities are related to the territory of the Russian Federation, including when acquiring property in Russia, vehicles, opening accounts, receiving income from sources in the Russian Federation, etc.
In a number of cases, registration occurs with the assignment of a TIN and KPP to a foreign organization (Section 2 of the Regulation). In some situations, organizations do not assign a TIN, but indicate in the certificate KIO (code of a foreign organization) and KPP (clause 1.3 section 1, sections 3 and 4 of the Regulations).
According to paragraph 2.1.1.2 of the Regulations, a foreign organization may operate in several places in the territories controlled by various tax authorities that keep records of foreign organizations, in each of which it is obliged to register.
When registering a foreign organization with the tax authorities, the following are required: the documents(clause 2.1.1.1 of the Regulations):
- Application for registration, which must be drawn up in the form 2001I (Appendix N 2 to the Regulation);
- legalized certificate of incorporation or an extract from the trade register. In the absence of these documents, any other document of a similar nature may be provided, containing information about the body that registered the foreign organization, registration number, date and place of registration. This information can be presented in the form of copies of the listed documents certified in the prescribed manner;
- a certificate issued by a tax authority of a foreign state in any form stating that the foreign organization is registered as a taxpayer in the country of incorporation. The certificate must contain the taxpayer code or any equivalent that replaces it;
- decision of the authorized body of a foreign company on the establishment of a separate subdivision in the Russian Federation. In the absence of such a decision, a copy of the agreement on the basis of which the activity is carried out on the territory of the Russian Federation must be submitted;
- a power of attorney issued by a foreign company to the head of a branch or representative office.
According to paragraph 1.7 of the Regulations, the tax authority is not entitled to request additional documents for registration of a foreign organization. Within five days from the date of filing the application and submission of the required documents, the tax authority must register the foreign organization with tax records. Tax registration of a foreign organization ends with the issuance of a certificate to the foreign organization corresponding to Form 2401IMD, which indicates the TIN and KPP.
The Tax Code of the Russian Federation does not link the emergence of a permanent establishment with a specific corporate form of a subdivision. A permanent establishment for tax purposes may arise in the form of a branch, representative office, as well as as a result of the activities of any legal or individuals, leading commercial activity in Russia on behalf of and/or in the interests of a foreign person.
According to paragraph 2 of the Regulations on maintaining accounting and accounting reports in the Russian Federation (approved by Order of the Ministry of Finance of Russia dated July 29, 1998 N 34n), branches and representative offices of foreign organizations located on the territory of the Russian Federation may keep accounting records based on the rules established in the country where the foreign organization is located, if the latter do not contradict international standards financial reporting(IFRS). This Provision can be used only if the Russian Federation has a valid international treaty with the corresponding foreign state (clause 1, article 4 of the Federal Law of November 21, 1996 N 129-FZ "On Accounting").
Clause 1 of the Accounting Regulations "Accounting policy of the organization" (PBU 1/2008) (approved by Order of the Ministry of Finance of Russia dated 06.10.2008 N 106n) establishes that these organizations can choose, form accounting policy in accordance with this RAS or based on the rules established in the country of location of the foreign organization, if they do not contradict IFRS.
It should be noted that almost all accounting regulations approved by the Orders of the Ministry of Finance of Russia establish accounting rules for legal entities established in accordance with Russian legislation. Only some PBUs deal with the issues of keeping records by representative offices and branches of foreign legal entities. Thus, the Accounting Regulation "Accounting for Fixed Assets" PBU 6/01 (approved by Order of the Ministry of Finance of Russia dated March 30, 2001 N 26n) must be applied due to the requirements established by paragraph 2 of Art. 374 of the Tax Code of the Russian Federation for the calculation of property tax; The accounting regulation "Accounting for income tax expenses" PBU 18/02 (approved by Order of the Ministry of Finance of Russia dated November 19, 2002 N 114n) also applies to the activities of representative offices and branches of foreign organizations that are payers of income tax.
The Federal Law "On Accounting" and the Regulations on Accounting and Accounting in the Russian Federation do not provide for the obligation of branches and representative offices of foreign organizations to prepare financial statements.
With regard to the obligation to prepare tax returns, Art. 3 of the Tax Code of the Russian Federation recognizes the principle of equality of taxpayers, which guarantees the equality of rights and obligations of Russian and foreign organizations in terms of filing tax reports and paying taxes.
Foreign organizations registered with the Russian tax authorities, independently calculate and pay all taxes in the same manner as Russian organizations, with the exception of the features provided for by the Tax Code of the Russian Federation and the provisions of international agreements, which, according to Art. 7 of the Tax Code of the Russian Federation have priority over national legislation. These international agreements may apply to various taxes of the Russian Federation: income tax, property tax, personal income tax, etc.
Features of taxation of foreign organizations by income tax are set out in Art. Art. 306 - 312 of the Tax Code of the Russian Federation. A foreign organization must pay income tax on the territory of the Russian Federation if its activities form a permanent establishment (Article 306 of the Tax Code of the Russian Federation). When deciding on the presence or absence of a permanent establishment for income tax purposes, it is necessary to take into account the provisions of international agreements. Double tax treaties provide criteria for a permanent establishment for tax purposes. For example, in Art. 5 of the Agreement between the Government of the Russian Federation and the Government of the Republic of Turkey for the Avoidance of Double Taxation with Respect to Taxes on Income (Ankara, December 15, 1997) establishes that "a construction site, construction, installation or assembly facility or supervisory activities related to them form a permanent establishment only if the duration of the related work exceeds 18 months". Thus, the construction site of a Turkish company that has existed for less than 18 months does not pay income tax on the territory of the Russian Federation, but is obliged to pay it on the territory of the country of incorporation. However, this fact does not cancel the obligation to submit an income tax return for the activities of this construction site in each reporting period within 18 months. If the period of work for construction site exceeded 18 months, then the income tax return is filed in the first reporting period following such an excess of the deadline, with the calculation of tax liabilities based on all income and expenses that have arisen since the beginning of the construction site.
In accordance with paragraph 3 of Art. 286 of the Tax Code of the Russian Federation, foreign organizations operating in the Russian Federation through a permanent representative office pay only quarterly advance payments based on the results of the reporting period and do not pay monthly advance payments for income tax.
The tax return for income tax of a foreign organization was approved by Order of the Ministry of Taxation of Russia dated 05.01.2004 N BG-3-23/1 and is filled in on the basis of the Instructions for filling out a tax return for income tax of a foreign organization (approved by Order of the Ministry of Taxation of Russia dated 07.03.2002 N BG-3-23/118). At the end of the reporting year, foreign organizations are also required to submit an Annual Report on the activities of a foreign organization in the Russian Federation (approved by Order of the Ministry of Taxation of Russia dated January 16, 2004 N BG-3-23/19). At the same time, each division of a foreign company in the territory of the Russian Federation is an independent taxpayer of income tax and the financial result of the activities of divisions of one foreign organization in the territory of the Russian Federation is generally not balanced.
A foreign organization carrying out in the territory of the Russian Federation, through its branches and representative offices, activities subject to value added tax (VAT), and registered with the tax authority in each of the places where such activities are carried out, is a VAT payer. In accordance with paragraph 7 of Art. 174 of the Tax Code of the Russian Federation, a foreign organization chooses a subdivision, according to the place tax registration which it will submit a consolidated tax return and pay VAT as a whole on the operations of all units located in the territory of the Russian Federation.
Foreign organizations are required to notify in writing the tax authorities at the location of their subdivisions registered in the territory of the Russian Federation of their choice. The form and terms for submitting a written notification of the Tax Code of the Russian Federation are not established. Obviously, the notice must be drawn up in any form and submitted to the tax authority no later than the first VAT reporting period for each branch or representative office.
The tax return for value added tax and the Procedure for filling it out were approved by Order of the Ministry of Finance of Russia dated 10/15/2009 N 104n (as amended on 04/21/2010).
Foreign organizations are recognized as payers of corporate property tax in cases (paragraph 1 of article 373, paragraphs 2, 3 of article 374 of the Tax Code of the Russian Federation) if they:
- operate in Russia through a permanent establishment;
- if they do not have a permanent representative office, but they own real estate in the territory of the Russian Federation or received it under a concession agreement.
The tax return for corporate property tax and the tax calculation for the advance payment for corporate property tax, as well as the Procedures for filling them out, were approved by Order of the Ministry of Finance of Russia dated February 20, 2008 N 27n.
In addition, foreign organizations registered with the tax authorities of the Russian Federation, in particular, are required to submit:
- tax return for transport tax (approved by Order of the Ministry of Finance of Russia dated 13.04.2006 N 65n) and tax calculation for advance payments for transport tax (approved by Order of the Ministry of Finance of Russia dated 23.03.2006 N 48n);
- tax declaration on excises on excisable goods, except for tobacco products, and tax declaration on excises on tobacco products (approved by Order of the Ministry of Finance of Russia dated 14.11.2006 N 146n).
Thus, foreign organizations registered with the tax authorities of the Russian Federation independently calculate and pay all taxes of the Russian Federation in the same manner as Russian organizations, with the exception of the specifics provided for by the Tax Code of the Russian Federation and international agreements.

On the vast and rich territory of the Russian Federation, foreign organizations can also operate jointly with Russian organizations. To conduct such activities in a legal way, it is necessary to register a branch of a foreign company in Russia, a representative office or open a subsidiary. This article will discuss how to open a foreign company in Russia.

Optimal taxation options, opening companies and accounts in offshore zones, assistance in choosing ready-made offshore companies.

Representative office, branch or subsidiary - which is better to open?

These forms depend on the activities of the organization. However, a representative office is not a separate legal entity. It cannot conduct commercial activities. Its tasks are to protect and represent the interests of a foreign company on the territory of the Russian Federation (participation in tenders, advertising campaigns, etc.). A branch, unlike a representative office, assumes the implementation of part of the functions of a legal entity, it has the right to conduct commercial activities, own property and conduct other economic activities. A subsidiary, more often an LLC, has the same rights and obligations as any other company in Russia. Each option will be discussed in more detail below.

Subsidiary in Russia

For work in Russia, a limited liability company (LLC) is most often chosen. This is easy to see if you look at the label of any product of a company whose head office is located abroad. LLC is the most common form because it allows all kinds of commercial activities without restrictions. Shares in an LLC do not fall under the concept of "shares", therefore they are not securities. The tax burden is exactly the same as for everyone Russian firms. If a foreign company acts as a founder, it must submit the following documents to create an LLC:

1. certificate of establishment of a company abroad;
2. memorandum of association and articles of association;
3. a document indicating the location of the company;
4. guarantee from the bank financial stability companies;
5. certificate of registration of the taxpayer in another country;
6. certificate from the commercial register of the appointed directors of the foreign parent company.

These documents must be certified and legalized (apostille or consular legalization). Signatures of managers must be notarized.

Representative office or branch of a foreign company

It should be noted that there is no need to form these forms of legal entities if the activity is not permanent or is of an auxiliary nature. In this case, you can work without representation. This will reduce the tax burden. The disadvantage is the limited scope of activities and a short period of time for activities, during which there is no need to pay taxes.

If a decision is made to establish a representative office or branch, then for this it is necessary to obtain accreditation from the Federal Tax Service. Activities in the territory for the organization are available only in the terms specified in the received certificate of accreditation.

The taxation of such representative offices is not much different from the taxation of Russian firms.

The procedure for accreditation of representative offices and branches of foreign companies

The procedure is determined by the order of the Federal Tax Service of December 26, 2014 ММВ-7-14/

1. A foreign company, within 12 months after the decision to establish a representative office in the Russian Federation, submits to the MIFTS of Russia No. 47 for Moscow an application for accreditation in the form No. 15AFP, signed by an authorized person.
2. Need to submit founding documents legal entity.
3. A document confirming the legal status of a foreign company.
4. The decision of a foreign legal entity to establish a representative office or branch on the territory of the Russian Federation.
5. Regulations on foreign representation.
6. Power of attorney for the head to represent the interests of the company on the territory of the Russian Federation.
7. Document confirming the payment of state duty. According to paragraph 5 of Article 333.33 of the Tax Code of the Russian Federation, now it is 120 thousand rubles.
8. Inventory of submitted documents (two copies).

If all the submitted documents are in order and there are no grounds for refusal, within 25 working days after the submission of the documents, the Federal Tax Service accredits the representative office or branch. After that, within five working days, the Accredited Representative Office (branch) is issued a Certificate of making an entry in the State Register of accredited representative offices (branches) of foreign companies. The FTS also sends this information to off-budget insurance funds.

In addition, companies planning to do business in Russia need to remember to comply with labor laws. For example, with each employee it is necessary to conclude labor contract in accordance with the provisions Labor Code and installation wages not below the minimum wage. In addition, each hired foreign citizen must have a work permit and work visa.

Instead of a conclusion

It can be seen that the most profitable form of work will be the formation of a subsidiary, because. this allows for tax planning, and there are no restrictions on doing business, like working without representation. The least attractive is the formation of a permanent establishment.

To carry out commercial activities in any regions of the Russian Federation, foreign organizations have the opportunity to open their branches. It can start its work only after passing the accreditation process, which since the beginning of 2015 has been authorized to be carried out by the MIFNS of Russia No. 47 in the city of Moscow. To accredit its separate subdivision, a foreign legal entity must prepare a list of documents and pay a state duty.

Preparation of documents

The list of documents required for passing through all stages of registration of branches of foreign legal entities or a foreign company can be found in the Order of the Federal Tax Service dated December 26, 2014 No. ММВ-7-14 / [email protected] This list opens the application for accreditation in the form No. 15AFP. In addition to it, you need to prepare a number of other documents:

• Constituent documents of a legal entity of another state.
• A document that confirms the legal status of a company opening a branch in the territory of the Russian Federation. As a rule, this is an extract from the register of legal entities of the country where the company is registered.
• A document indicating the taxpayer code and confirming registration as a taxpayer in our country. Gives him away authorized body the country where the legal entity is registered.
• The decision of a foreign company to open its separate subdivision in the form of a branch on the territory of the Russian state.
• Regulations on a separate division.
• A power of attorney issued to the head of the branch, stating that he is endowed with the necessary powers.
• A document confirming the payment of the state duty for accreditation of a separate subdivision of a foreign organization.
• Two copies of the inventory of documents submitted to the Federal Tax Service of Russia for accreditation.

Additionally, documents on the location of the branch in the Russian Federation may be required. Usually this is a letter of guarantee with a copy of the lease agreement, a BTI mark or a copy of the certificate of ownership. It is also necessary to have a copy of the passport of the head of the new branch with a notarized translation.

Before submitting documents to the Federal Tax Service of Russia for registering a branch on the territory of the Russian Federation, they must be drawn up or received from the relevant authorities in advance. But the date of issue or compilation must be no more than 12 months.

All foreign documents must be legalized at the consulate. Translation into Russian must be certified by a notary or a consular office abroad.

Drawing up an application for registration of branches and representative offices of foreign companies is discussed below.

Features of registration of branches of foreign companies are discussed in this video:.

Drawing up an application

The format of the application for accreditation of a separate subdivision of a foreign organization is approved by the Order of the Federal Tax Service of the Russian Federation No. ММВ-7-14 / [email protected] dated December 26, 2014. Form No. 15AFP is simple and clear to fill out. You must carefully follow the instructions and clearly answer the requests indicated in the application form.

It should be especially noted that an application drawn up in the form 15AFP must be approved by the Chamber of Commerce and Industry before being submitted to the Federal Tax Service. A page is subject to approval, in which it is necessary to indicate information about the number of foreigners who will work in this branch.

The prepared package of documents is submitted to the Federal Tax Service. Accreditation or denial of accreditation is carried out by employees of the tax service within 25 days from the date of receipt of documents. In case of a positive decision on the issue, the Federal Tax Service issues a certificate and an information sheet on making a proper entry in the state register of accredited branches.

Stages of registering a branch of a foreign company in Russia

Opening a foreign branch or other separate subdivision includes the following steps:

• Submission to the Federal Tax Service of an application for accreditation of a separate subdivision with the approval of the number of foreign employees in the Chamber of Commerce and Industry. The term of the accreditation process is 25 days.
• Production of the seal of the branch. The procedure can be completed in one business day.
• Obtaining a document on registration of a foreign branch in the statistical register. Notice can be received one day in advance.
• Registration of a foreign branch with the IFTS, which is carried out in a maximum of 10 days.
• Registration of a foreign branch in off-budget funds. This will take about a week.
• Preparation of documents for the purpose of opening a settlement account of a branch of a foreign company in a bank in the territory of the Russian Federation.

A branch of a foreign company can start its activities only after the issuance of the relevant documents by the registration authority.

Issue price

From 01.01.2015, the amount of state duty for state registration in our country of a branch or representative office of a company of another state is 120,000 rubles. The specified amount applies to the registration of one separate subdivision. That is, if a foreign company decides to open several branches or representative offices, then each of them will have to pay 120,000 rubles for accreditation.

Despite the economic sanctions and restrictions imposed against our country, the Russian market remains very attractive for foreign business. This is confirmed by statistics: at the beginning of this year, 1.7 thousand foreign firms operated in the Russian Federation, and another 1.3 thousand commercial organizations were joint ventures with a share of foreign authorized capital.

Russian legislation provides wide opportunities for the activities of foreign commercial organizations throughout the country. True, for this they will have to comply with a number of mandatory procedures related to official registration. This also applies to the opening of representative offices of foreign companies in various regions of the Russian Federation. Consider how the registration of representative offices and branches of foreign companies in 2018 is carried out.

In order to be able to carry out entrepreneurial activities in various cities and regions of the Russian Federation, foreign companies can open their branches and representative offices there. This procedure is governed by the provisions of federal law No. 160 of 1999. To be more precise, it spells out the possibility of accrediting a branch of a company, but nothing is said in this Federal Law regarding the registration of a representative office of a foreign company. However, by default, these rules apply to both forms of separate subdivisions of a foreign counterparty.

Neither a representative office nor a branch of a foreign company is in itself a separate legal entity. Therefore, the entire procedure for their activities depends on the legal status of the parent organization. The metropolitan firm must be officially registered in the territory of the Russian Federation. Despite being on the territory of Russia, units of foreign commercial organization comply with the rules of the head office. Despite the fact that branches are not separate legal entities, their operation will require obtaining accreditation from local tax authorities.

A complete list of documents required to complete the process of registering a branch or representative office is given in the order. tax ministry from 2014. The documentation list looks like this:

• Written application, drawn up in accordance with Form No. 15-AFP.
• A package of constituent documents of a foreign company.
• An extract from the state register of legal entities of the state where the head office is located, to confirm the legal status of the company.
• Identification tax number of the central office, indicating the registration of the company with the Russian Federal Tax Service.
• A documented decision of the board of directors or a resolution of the management of a foreign company on the opening of a separate branch or representative office in the Russian Federation.
• A power of attorney issued by the management of the company to the management of the branch, giving it the authority to conduct business on behalf of this company.
• Bank check for payment of the registration fee.
• An inventory of the package of documents submitted to the Federal Tax Service, drawn up in two copies.
• Documents confirming the location of a branch or representative office at a specific address. They may be a copy of the lease agreement office space, a title document on the acquisition of commercial real estate and so on.
• A photocopy of the passport of the head of the registered branch. If he is a foreign citizen, then you will also need to provide a notarized translation of his identity card.

The period of validity of documents and certificates from the moment they are received until they are submitted to the tax authorities is no more than one year. All foreign documentation must be in without fail translated and officially certified. This can be done at any consular office of the country where the foreign company is a resident. There you can also officially certify the authenticity of the translation.

The application for registration of a representative office must meet certain standards. They are established by the provisions of the Federal Tax Service, adopted in 2014, and received the name form-15AFP. It is quite simple to design, for this you only need to fill in the appropriate fields of the document. Before submitting to the tax authority, the completed form will need to be registered with the Chamber of Commerce and Industry. The data on the number of foreign employees who will work in the branch being opened are subject to approval by the Chamber of Commerce and Industry.

Application F-15, together with the package of documentation listed above, is transferred to the tax service. Employees of the Federal Tax Service are given 25 working days by law to consider the application, and issue their verdict - to allow or refuse to register a branch of a foreign company. If the issue of registration is resolved positively, then the company receives an appropriate certificate from the tax service, as well as a certificate of entering the branch into the state register.

Step by step, the entire registration process is as follows:

1. Drafting, registration with the CCI, and submission to the tax authorities of an application in accordance with the F-15AFP standard, along with related documentation. The terms of consideration are 25 working days, or a calendar month.
2. Production of an individual seal of the opening representative office. This procedure usually takes one to two days.
3. Obtaining from the tax authorities a certificate of state registration of a division of a foreign company.
4. Setting up a branch tax accounting in local branch FTS. This procedure is carried out within a maximum of ten days.
5. Registration of a representative office in off-budget state funds, which is carried out within one week.
6. Opening an account for financial transactions in any of the Russian banks.

After completing the entire registration procedure and receiving the necessary documents, the branch can start entrepreneurial activities.

According to the provisions of the tax legislation, the registration of a foreign branch in the territory of the Russian Federation is subject to state duty. Starting from 2015, its size is 120,000 rubles. This cost implies the opening of only one representative office. That is, if a company wishes to open five of its branches in our country, then it will have to pay 600,000 rubles to the state budget. In addition, a fee of 200 rubles is charged for providing data from the state register of foreign missions.

In addition, you will need to pay extra associated costs. These include:

• Collection of the necessary package of documents.
• Services for the translation of foreign documents into Russian.
• Certification of translated documents by a notary.
• Legalization of documents in a foreign embassy or consulate.

The cost of these services may vary, depending on the tariffs of a particular organization.

How to open a representative office or branch of a foreign company in Russia

Tatiana Bushueva got higher economic Education at the Vyatka State Agricultural Academy with a degree in Accounting, Analysis and Audit. She also has legal education received at the Kirov branch of the Moscow State Law Academy, majoring in Jurisprudence. Tatyana is a certified auditor. Prior to joining the Alinga team, Tatyana worked in the audit firms LLC "SHATS", CJSC "POLYAUDIT".

For many foreign companies starting to work on the Russian market, the question arises - in what form should the activities of the Russian division be organized?

Currently, the legislation of the Russian Federation provides for two main types of organization of foreign business:

1. Opening in the territory of Russia of a separate subdivision in the form of a representative office or branch.
2. Establishment of a Russian subsidiary.

In this article, we will analyze and compare two options for conducting activities of a foreign company in Russia.

A few words about the concepts of "branch" and "representative office" of the company

According to the Civil Code of the Russian Federation, a representative office is a separate subdivision of a legal entity located outside its location, which represents the interests of a legal entity and protects them. A branch is a separate subdivision of a legal entity located outside its location and exercising all or part of its functions, including the functions of representation. That is, the difference between the indicated forms of separate subdivisions is in the scope of powers.

Representation is a transaction made by one person (representative) on behalf of another person (represented) by virtue of authority based on a power of attorney (Article 182 of the Civil Code of the Russian Federation). Therefore, representation of interests includes, among other things, the conclusion of transactions. That is, a representative office can make any transactions in the interests of a foreign organization.

According to paragraph 3 of Art. four Federal Law No. 160-FZ of July 9, 1999 "On Foreign Investments in the Russian Federation", a foreign legal entity, has the right to carry out activities on the territory of the Russian Federation through a branch, representative office from the date of their accreditation. Accordingly, based on direct interpretation of this norm, we can say that a foreign legal entity can operate in Russia through branch or representative office from the date of their accreditation, without distinguishing between the specified forms of separate subdivisions.

In terms of tax law- the conduct of commercial activities is associated with the receipt of income in the territory of the Russian Federation and it does not matter in what form a separate subdivision of a foreign organization is created: a branch or a representative office.

The Tax Code of the Russian Federation uses the concept of a permanent establishment of a foreign organization - branch, representative office, department, bureau, office, agency, any other separate subdivision or other place of business of the organization through which she regularly entrepreneurial activity on the territory of the Russian Federation.

Thus, Russian legislation does not establish any significant differences in the regulation of the activities of branches and representative offices of foreign companies. Further in the article, we will use the term "branch" as a broader one that also includes the functions of a representative office.

Below we consider and compare the main parameters of work through a branch and a Russian Limited Liability Company (subsidiary). It is assumed that the established subsidiary will apply common system taxation, since for the application of the simplified tax system, the share of ownership in it of other organizations of more than 25% is not allowed.

1. Legal Issues

2. Taxation

Comments

1 The branch pays taxes on the income received and represents tax reporting in the manner established by the Tax Code of the Russian Federation for a permanent representative office of a foreign organization carrying out commercial activities. In most cases, the created subsidiary will apply the general taxation system, which practically identical to the taxation of a permanent establishment. To calculate the tax base and documentary evidence of income and expenses, uniform requirements in the Tax Code of the Russian Federation.

2 The principle of calculating monthly advance payments is based on determining the amount possible income tax, which the Company will have to pay based on the results of activities for the next quarter. The amount of income tax paid according to the results of the previous quarter is taken as a basis. The system of advance payments negatively affects companies whose activities do not allow generating profits evenly (for example, those with seasonal business). For leveling negative consequences advance payments - the Company will be able to switch to voluntary payment of monthly advance payments based on the actual profit received.

3 Dividends paid by the Company to its foreign participant are classified as income of a foreign organization from sources in the Russian Federation. Russian Society A company that pays dividends is recognized as a tax agent and is obliged to calculate and withhold tax. According to the Tax Code of the Russian Federation, in respect of income received by a foreign organization in the form of dividends from participation in the capital of Russian organizations, an income tax rate of 15% is established. However, it should also be taken into account that a double taxation avoidance agreement may be concluded with a foreign state of which the company receiving dividends is a resident, establishing a lower tax rate (for example, 5% or 10%). The right to use the reduced rate must be confirmed by the Company.

In addition to the payment of dividends, other transactions may be concluded between the subsidiary and the parent company (purchase and sale of goods, provision of services, provision of loans, etc.). When concluding such transactions, one should take into account the provisions of the RF Tax Code on taxation and control in transactions between related parties (TP).

3. Accounting, reporting and audit

Comments

4 Cases of conducting a mandatory external audit are enshrined in Art. 5 of the Federal Law of December 30, 2008 No. 307-FZ "On Auditing". In particular, a mandatory external audit is carried out in cases where the amount of revenue of a Russian organization for the previous reporting year exceeds 400 million rubles, or the amount of assets balance sheet as of the end of the previous reporting year exceeds 60 million rubles.

4. Currency regulation and control