The specifics of doing business in Russia are such that many of the newly created legal entities are organized by people with the impulse “just to open it, and then we’ll see.” It is believed that “being able to make money” is the main thing, and all other formalities in the form of papers, interaction with government agencies, accounting policies and bookkeeping rules are secondary “little things” that can be left to chance. If some serious threat arises, you just need to “give it to the paw” of the person checking and then it will be easier to work further. Amazing naivety, we want to tell you... Let’s not argue, some omissions can always be compensated by paying a fine and, indeed, continue to work in the same mode as before, however, this will not continue indefinitely anyway. The Federal Tax Service of Russia recently published a list of companies that will be unilaterally excluded from the Unified State Register of Legal Entities from September 1, 2017. Who should I bribe here? But there is no one - you will have to work on your mistakes. Today we will talk about what needs to be changed in order not to be left behind in the business world.

“How dare they”?!

How dare they, I want to answer. The management of the Tax Service announced changes to Federal Law No. 488-FZ of December 28, 2016 “On Amendments to Certain Legislative Acts of the Russian Federation.” It is noteworthy that paragraph 5 of Article 21.1 states that just from September 1, 2017, the Federal Tax Service has the right to liquidate legal entities that:

Do not have sufficient funds for liquidation;

No steps were taken to correct the comments he had previously made.

In particular, we are interested in the second point, because It is precisely this that implies the careless attitude of many citizens towards their limited liability companies or the status of individual entrepreneurs - changes will be applied to these forms of ownership first of all. It should be noted that tax authorities will be guided by the current amendments when including new companies in the Unified State Register of Legal Entities, because this also has its limitations.

“My address is not a house or a street. My address today is "...

Accordingly, amendments to Federal Law 218-FZ are designed to deprive fraudsters of the opportunity to “locate” in areas that are obviously not intended for this purpose. Here we want to emphasize and acknowledge that there are fewer and fewer people willing to break the law in this matter. Those citizens who still have illusions about this will do better for themselves if they take off their rose-colored glasses and recognize the Federal Tax Service as a victory in this long-standing “clash.”

“No one will check anything”!

Are you sure about this? Do you really think that if a building is in a state of disrepair, there has recently been a fire and its walls are generally overgrown with spittle, then you can register a company there? Arrogance here is negligible - the authorized bodies have long known very well which buildings are in what condition. You should not count on the fact that the address of such a “hut on chicken legs” will be used as a legal address. At the same time, if the future director of the company has a desire to “locate” the company at a location other than its actual location, then it is better to become familiar with the building where it will formally be located in advance, so as not to get into trouble. There have been cases from our practice when directors, opening a second legal entity, went to sites and remained annoyed by what they saw on the spot.

Subtleties and details are more important than ever

It would seem, what else can the Federal Tax Service find fault with? They are prohibited from registering on one square meter; they are also not allowed to “settle” in a destroyed building. What else do they want from us? And, surprisingly, they need the crystal honesty of the applicant and the information he provides. Moreover, attentiveness is also needed. There are already illustrative cases in this regard. Not long ago, the decision of the Court of Justice of the West Siberian District dated March 10, 2017 No. A45-13252/2016 was published online, in which the court recognized as legal the actions of the Federal Tax Service employees who denied one of the founders state registration of the company. Thus, in his standard application on form P11001, information was not indicated on which floor the office of the new company would be located, as well as the office number that would be assigned to it. And the person was not too lazy to go to court with a claim and try to “seek the law”... In general, it is better to meet with the Federal Tax Service in court as a plaintiff only in the most extreme cases, when the applicant’s rightness is obvious. Otherwise .

It's easy to spot a trend

It is quite obvious that our state is aimed at systematizing business and the rules by which it operates. Also, the state apparatus seeks to bring to the surface those who are accustomed to “playing schemes” in business life. Everywhere you look, everything is becoming more “transparent” and open. Previously, it was difficult to imagine that on the Internet you can get acquainted absolutely free with government contracts that a company has entered into as a supplier, as well as what its annual turnover is. This information was almost a tax secret, but now, please, look and use it for your own purposes. It would be easy to assume that the Federal Tax Service, as a government structure, will continue to take steps in this direction. Against the backdrop of all this, a rather simple and at the same time complex question arises: “What should we all do?” We will try to answer it as simply as possible - to adapt and respect the law. “Is that possible?” Well, it’s probably possible, but those who don’t think so are already now or will soon be in “places not so remote,” as they say. Of course, no one will go to jail for false information in an application for state registration of a legal entity, but it is important for applicants to understand that the state wants to accept into business those who are ready to pay taxes regularly, with whom you can be in touch and who will be as loyal as possible to what is happening events.

Something like this, dear friends. See you again and good luck in your good endeavors!

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What happened?

Amendments to Law 129-FZ come into force

From September 1, 2017, tax authorities received the right to delete from the Unified State Register of Legal Entities or, in other words, liquidate companies that do not correct inaccurate information about themselves contained in the register within six months (Federal Law dated December 28, 2016 No. 488-FZ).

Unreliability of information in the Unified State Register of Legal Entities - a “black mark” from the Federal Tax Service

Tax officials began to enter notes on unreliable information into the unified state register in 2016 (see Federal Law No. 67-FZ dated March 30, 20015). Throughout the past year, inspectors have been “testing” the innovation - conducting inspections of addresses and studying how effective the new measure is in relation to companies. In 2017, such inspections became widespread. If it is discovered that the company is not located at the address declared in the Unified State Register of Legal Entities, the tax authorities send a notification demanding that the necessary changes be made to the register. 30 calendar days are allotted for this. If the company does not do this, a note “inaccurate information in the Unified State Register of Legal Entities about the address” will appear in the register.

What does it mean?

Tax authorities will liquidate companies without a court decision

Additional grounds for exclusion from the Unified State Register of Legal Entities without a corresponding court decision have appeared. Amendments have been made to Law No. 129-FZ on state registration of legal entities that will allow tax authorities to delete companies from the Unified State Register of Legal Entities without a court decision. This applies to those companies for which there is a record of unreliable information in the Unified State Register of Legal Entities, and more than 6 months have passed since such information was entered.

Most often, information about the location address (80%), information about the director and participants of the companies are unreliable.

Data verification is not yet regulated in detail. But, as the practice of recent months shows, when checking the address indicated in the Unified State Register of Legal Entities, tax officials try to contact and obtain explanations from the owner of the premises, request certificates about the number of tenants, and even conduct inspections of offices and other real estate.

Exclusion of an LLC from the Unified State Register of Legal Entities: how the Federal Tax Service “tested” amendments to Federal Law 129-FZ

The tax service began to prepare the ground for the new law in advance. Back in 2016, the Federal Tax Service instructed lower-level inspectorates to check companies that have “bad” signs (see letter of the Federal Tax Service of Russia dated August 3, 2016 No. GD-4-14/14127):

a person who has the right to act on behalf of a legal entity without a power of attorney, including a management organization, acts as such in more than 50 companies;

participants of a legal entity are such in more than 50 companies;

the address of the legal entity indicated in the Unified State Register of Legal Entities is the address of more than 50 companies;

availability of information about the entry into force of a resolution in a case of an administrative offense on the disqualification of a person who has the right to act on behalf of a legal entity without a power of attorney (including on behalf of the management organization). However, if the period of disqualification has expired, the inspection will not be carried out;

availability of information about the death of a person who has the right to act on behalf of a legal entity without a power of attorney.

And now what i can do?

Make changes to the Unified State Register of Legal Entities, check counterparties

The first thing you need to do is check the false information in the Unified State Register of Legal Entities extract. To do this, you need to obtain and carefully study an extract from the Unified State Register of Legal Entities for your company in order to make sure that all the information indicated in it is complete, accurate, and there are no marks of unreliability of the information. In this case, the legal entity will not be excluded from the Unified State Register of Legal Entities.

Situations may be different, and depending on them, you can give several basic recommendations that will help you avoid being excluded from the Unified State Register of Legal Entities in 2018.

1. The company is not located at the address specified in the Unified State Register of Legal Entities

Make changes to the Unified State Register of Legal Entities, that is, register at the actual address, or arrange a workplace for a company representative at the address indicated in the Unified State Register of Legal Entities.

Conclude an agreement for forwarding correspondence with the post office.

Clarify the address if the register contains an incomplete address (tax authorities consider the address unreliable when, for example, it does not contain an office number in a business center).

2. The Federal Tax Service sent a “letter of happiness”, although the actual address of the company coincides with the legal one

Be sure to write a response letter to the inspection. Tax officers are people too; they can make a mistake, for example, by not finding a company during an inspection, and require corrections to be made to the Unified State Register of Legal Entities. Do not ignore the tax letter and send an explanation to the Federal Tax Service along with a copy of the lease agreement. This will help avoid exclusion of the organization from the Unified State Register of Legal Entities.

3. Check counterparties

Make sure that in the statements for your counterparties there is no entry about the unreliability of information in the Unified State Register of Legal Entities. If the tax authorities have set it, evaluate how safe it is to continue working with these companies.

How to find out if your company has a record of unreliable information in the Unified State Register of Legal Entities?

Information about the presence in the Unified State Register of Legal Entities of a record about the unreliability of information in relation to a particular company can be obtained using the electronic service on the Federal Tax Service website “Providing information from the Unified State Register of Legal Entities in the form of an electronic document”, as well as in the services “Information on state registration of legal entities, individual entrepreneurs, …” (see section “Business risks: check yourself and your counterparty”) and “Personal account of a legal entity”.

What if you do nothing?

The company may be excluded from the Unified State Register of Legal Entities for false information

The consequences of unreliable information in the Unified State Register of Legal Entities and the absence of any actions to eliminate inaccuracies can be very dire.

If the Unified State Register of Legal Entities contains inaccurate data, and the company’s management does not take any action to correct them, the tax authorities initiate a procedure for excluding the company from the Unified State Register of Legal Entities.

A note about the unreliability of information in the Unified State Register of Legal Entities harms the reputation of the company - no one will want to start or continue a relationship with a partner whom the Federal Tax Service classifies as a dangerous counterparty.

The director left the company, but not the Unified State Register of Legal Entities...

It happens that the general director leaves the company, but the corresponding changes are not made to the Unified State Register of Legal Entities - he continues to be listed as a director. At the same time, the participants do not participate in the affairs of the company, reports are not prepared or submitted, and there is no movement on current accounts. A year or later, inactive legal entities are excluded from the Unified State Register of Legal Entities. For the general director, who has not been involved in the affairs of such a company for a long time, but is still listed as its head in the register of legal entities, the consequences are quite unpleasant: for 3 years from the moment the company is excluded from the Unified State Register of Legal Entities, he will not be able to be the founder or head of any other companies.

To our clients

For our clients (current and potential) we can offer:

Checking information in the Unified State Register of Legal Entities. Is all the information reliable, are there any risks of exclusion from the Unified State Register of Legal Entities?

Correction of inaccurate data, if any (for example, if incorrect information about the manager is indicated, we will enter the latest information).

• Checking information in the Unified State Register of Legal Entities on counterparties to identify potentially dangerous partners.

Contact an expert

The system in which data on all commercial and non-profit organizations, as well as peasant farms, is registered is the Unified State Register of Legal Entities. It contains information about the authorized capital, founders, addresses and activities of each company. Since information may lose its relevance, it is legally established to notify regulatory authorities, namely the Federal Tax Service, about this. In some cases, a state fee is provided for making changes to the Unified State Register of Legal Entities of a set amount.

Unified State Register of Legal Entities

The state system displays basic data about all legal entities. Partial information is reflected in the organization’s Charter, which every economic entity in Russia is required to have. This information includes key aspects of the work of any organization:

• Business name;
• address of registration and activities;
• composition and size of the authorized capital;
• list of company participants;
• branches and divisions.

In addition to the announced information, the register records information that is not reflected in the statutory documents. For example, instructions about the director of the enterprise and the chief accountant and their personal data, registration with extra-budgetary funds, as well as activity codes received from Rosstat.

State duty for making changes to the Unified State Register of Legal Entities in 2017

Adjustments can be made to the data reflected in the statutory documents, as well as to information not recorded in these documents. Depending on this, you should choose one action algorithm.

Correction of data that does not affect the information in the Charter does not involve the payment of any fees. It is necessary to prepare a number of documents:

• Application in the prescribed form (form P14001).
• Copies of supporting documents depending on the changes made (minutes of the meeting, agreement of gift or lease of real estate).
• Power of attorney for an employee who transmits information about the organization.

Changes to the statutory documents are made for a fee based on:

• Application on form P13001.
• Charter as amended – 2 copies.
• Copies of documents according to which adjustments were made.
• Minutes from the meeting of founders or the decision of the sole participant.
• A receipt stating that the state duty for making changes to the Unified State Register of Legal Entities has been paid in full.
• A power of attorney confirming the identity of the person providing the information.

The application is bound and certified by a notary. The generated package of documents is submitted to the Federal Tax Service department, which is responsible for registering legal entities and individuals in the region. Within 5 working days, regulatory authorities record updated data and issue new documents and an extract from the Unified State Register of Legal Entities.

The amount of state duty for making changes to the Unified State Register of Legal Entities

Certain information is entered into the state register for a fee using the details of the tax office that records legal entities at the place of registration of the head office or the actual address of the activity. The Federal Tax Service online resource allows you to print out a receipt for a lawyer or accountant without leaving your workplace.

In 2017, the state fee for making changes to the Unified State Register of Legal Entities is 800 rubles. This amount can be transferred by payment order from the organization’s current account or transferred through special terminals in the building of the Federal Tax Service.

On September 1, 2017, the provisions of the Federal Law dated December 28, 2016 N 488-FZ (as amended on July 29, 2017), amending the Federal Law dated August 8, 2001 N 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs” " We are talking about the procedure for excluding legal entities from the Unified State Register of Legal Entities (USRLE).

The legislative framework

Federal Law of March 30, 2015 No. 67-FZ“On amendments to certain legislative acts of the Russian Federation in terms of ensuring the reliability of information provided during state registration of legal entities and individual entrepreneurs” (Law on the reliability of registers): establishes the possibility of making an entry in the Unified State Register of Legal Entities about the unreliability of information about a legal entity by the registering authority itself without statements from a legal entity and the issuance of judicial acts.

Federal Law of 08.08.2001 No. 129-FZ“On State Registration of Legal Entities and Individual Entrepreneurs” (Law on State Registration) subparagraphs “c”, “d” and (or) “l” of paragraph 1 of Article 5: establishes the possibility of making an entry in the Unified State Register of Legal Entities about unreliability in relation to address information, location of the legal entity, director and (or) founder (participant) of the legal entity.

Federal Law of December 28, 2016 No. 488-FZ“On Amendments to Certain Legislative Acts of the Russian Federation”: supplements Article 21.1 of the Law on State Registration with paragraph 5 - grounds for excluding legal entities from the Unified State Register of Legal Entities.

What are the grounds for automatic exclusion of legal entities from the Unified State Register of Legal Entities?

• The impossibility of liquidating a legal entity due to the lack of funds for the expenses necessary for its liquidation, and the impossibility of assigning these expenses to its founders (participants).
• Availability in the Unified State Register of Legal Entities of information in respect of which a record of their unreliability has been made, within more than six months from the date of making such an entry.

What information in the Unified State Register of Legal Entities can be considered unreliable?

Unreliability of information can be established in relation to:

• organization addresses,
• founder (participant) of a legal entity,
• a person who has the right to act without a power of attorney (director/manager).

Fictitious address information

Fictitious addresses of organizations are identified by tax inspectors as a matter of priority. There are a number of signs that indicate that a company’s address is unreliable:

• the company does not receive the letters and they are returned to the Federal Tax Service,
• a non-existent company address is indicated (for example, a house or building that is not in the KLADR),
• the building at the declared address is not suitable for use (for example, the house has been demolished),
• the Unified State Register of Legal Entities contains a mass registration address that is used by 10 or more organizations,
• the company is registered in a residential premises,
• the organization is registered in the shopping center, but has not entered the office or office premises number into the register.

Verification of the company's location address can be carried out by tax authorities without the participation of representatives of the organization. It is enough to record the inspection of the address on video with the involvement of two witnesses.

Fictitious information about the director or founder

Information about the head of the company or founders also attracts keen interest from tax authorities. They are trying to identify “mass” directors and “dummy” founders using the following criteria:

• director or founder are “massive” and manage or participate in more than 50 companies registered before August 1, 2016. Or in more than 5 companies created after August 1, 2016;
• controllers have removed the director from office, but the period of disqualification has not yet passed;
• the founder left the company before January 1, 2016, but did not notarize the application for the transfer of shares;
• in the data of other companies there is already a mark that the director or founder is a nominee;
• the former director informed the Federal Tax Service that the information about him in the register was unreliable.

How to avoid exclusion from the Unified State Register of Legal Entities for false information?

First of all it is necessary receive and carefully study an extract from the Unified State Register of Legal Entities for your company to make sure that all the information specified in it is complete, accurate, and there are no marks about the unreliability of the information. You can quickly obtain a “fresh” extract from the Unified State Register of Legal Entities for your company on the Federal Tax Service portal egrul.nalog.ru. Errors in the Unified State Register of Legal Entities can be accidental, made by an inspector when registering a company or making changes.

It’s also worth checking yourself using the service “Addresses indicated during state registration as the location of several legal entities”(information is updated once a week). If you find yourself in it, know that your company is under threat of closure.

If the tax authorities managed to send you a notification about the unreliability of information in the Unified State Register of Legal Entities for your company, then you have 30 calendar days to:

• correct information in the Unified State Register of Legal Entities,
• or document information from the Unified State Register of Legal Entities.

If you confirm the address, attach copies of the lease agreement, certificate of ownership, and extracts from the real estate register. If you report on the reality of the director, then supplement the explanations with copies of orders, instructions and agreements that were signed by this director.

If the Federal Tax Service does not respond in any way within 30 calendar days from the date of sending the notification, the tax inspectors will make a note in the Unified State Register of Legal Entities that the information is unreliable. Six months after entering a note about the unreliability of information in the Unified State Register of Legal Entities, the company is liquidated.

The year 2017 began with changes for everyone who wants to register their LLC or individual entrepreneur. The tax service no longer issues certificates of state registration of legal entities and individual entrepreneurs, which have already become familiar - yellow, on official letterheads. These two documents were canceled completely. Below are all the details about how to now confirm the registration of an LLC or individual entrepreneur, as well as what documents replaced the old certificates of state registration of legal entities and individual entrepreneurs.

Where did this information come from?

"On approval of the form and content of a document confirming the fact of making an entry in the Unified State Register of Legal Entities or the Unified State Register of Individual Entrepreneurs, declaring certain orders and certain provisions of orders of the Federal Tax Service as invalid."

It was this September Order of the Federal Tax Service of Russia that canceled the registration certificates of legal entities and individual entrepreneurs. Paragraph 3 of this document established that the Order came into force on January 1, 2017. Hence the deadline.

What is the essence of the changes?

First and the most important: from January 1, 2017 When registering legal entities (LEs) and individual entrepreneurs (IP), instead of a certificate of state registration, a RECORD SHEET of the required register will be issued - ERGUL or USRIP, respectively.

The record sheet is now - This is a document that confirms the fact of making an entry in the Unified State Register of Legal Entities or Unified State Register of Individual Entrepreneurs. Simply put, it confirms that a legal entity or individual entrepreneur has been registered and an entry has been made in the required register. LLCs or individual entrepreneurs registered after January 1, 2017 will no longer have the usual certificates of state registration. Instead, there is a Record Sheet.

Second, also no less important, a change: other certificates - a certificate of registration with the tax authority of a Russian organization at its location and a certificate of registration of an individual with the tax authority - have been preserved; no one has canceled them yet. But here they will now be printed not on special forms, but on regular white A4 sheets.

Third: approved new forms of the Unified State Register of Legal Entities and the Unified State Register of Entrepreneurs. Now these two documents look like this.

USRLE RECORD SHEET (FORM No. 50007)

USRIP RECORD SHEET (FORM No. 60009)

Why were the state registration certificates of legal entities and individual entrepreneurs canceled?

The tax service explains the reason for the innovations simply: “in order to increase the efficiency of electronic interaction between interested parties and tax authorities in the field of state registration of legal entities, individual entrepreneurs... and accounting of taxpayers.” This official reason is also indicated in the Order of the Federal Tax Service of Russia dated September 12, 2016.

In simple terms, the fewer documents are issued and the simpler these documents are, the easier and faster it will be possible to register new business entities. The abolition of strict reporting forms for registration certificates for legal entities and individuals is also a significant saving for the budget.

By the way, the cancellation of certificates of state registration of a legal entity or individual entrepreneur is already the second step in simplifying registration procedures in Russia; the first wave of “cancellation of certificates” took place in the summer of 2016 - when, from July 15, certificates of state registration of ownership of real estate were canceled.

What documents does the tax service now issue after registering an LLC upon creation?

For new LLCs whose registration documents were submitted after January 1, 2017, if a positive decision on registration is made, the tax service issues:

• One copy of the LLC charter with the mark of the registering authority;
• Certificate of registration of a Russian organization with the tax authority at its location on a regular A4 sheet.