Representative offices and branches of foreign legal entities that have been accredited in the Federal Tax Service of Russia before April 01, 2015 and that have been issued with a certificate for the duration of the previously obtained permission of the State Registration Chamber, faced the following challenges: some companies do not have time to apply within the period established by the legislation for obtaining the termless accreditation and the rest decide to close offices.
In both cases, there is a question - whether to close the representative office if the documents were not submitted within the prescribed period, or not.
Accreditation of branches / representative offices of foreign legal entities that have not submitted information to the Federal Tax Service of Russia before the deadline, was terminated starting from April 1, 2015.
Branches and representative offices updated the information in the state register of accredited branches and representative offices before April 1, 2015 are issued with the certificate of registration in the State Register in the form SvFP-14 and an information sheet in the form of ZPF-14. In this case, the validity of the accreditation remained the same.
The legal regulation of closing of branches / representative offices is much undetermined and contains a large number of collisions. Taking into account all available resources we will try to find the answer.
The termination of the accreditation of the branch / representative office of a foreign legal entity on a voluntary basis is possible for the following reasons:
- termination of the activities of the branch / representative office in Russia by the parent company decision;
- termination of the activities of the parent company in the country of registration.
At the same time in order to close the representative office / branch in the Interdistrict Inspectorate of the Federal Tax Service №47, the required documents should be submitted no later than the 15th calendar day after the decision on liquidation.
The termination of the accreditation of the branch / representative office of a foreign legal entity by the decision of the accreditation body is possible for the following reasons:
- the branch / representative office failed to present tax declarations (calculations) and / or an annual report on the activities in Russia, provided by the tax legislation of Russia, within 12 months (from the date of the last submission to the tax authority);
- the mail correspondence, addressed to the branch / representative office during the last 12 months at the address of its actual location in Russian, returned to the tax authority with a note on the disposal of the organization, expiry of the storage period or other notes (requirements, notifications, etc. -not more than two);
- the branch / representative office has no bank account transactions during the last 12 months, or there is the confirmation of the information on the absence of bank accounts of the branch / representative office.
Based on the above we may see that there is no reason for the termination of the activity, and the law does not provide the obligation to close representative offices in connection with the expiration of the accreditation period.
At the same time, we would like to draw your attention to the fact that the term "closing of representative office” is not equal to the “termination of the activity”. Moreover, despite the fact that the legislation does not provide penalties for non-closing, we should not forget that the closing of representative office - is not only the submission of the information in the Federal Tax Service Inspectorate 47, but tax deregistration of the foreign company in the Interdistrict Inspectorate of the Federal Tax Service №47, as well as deregistration of the foreign company in the Pension Fund and Social Insurance Fund, liquidation of the corporate seal and so on.
In other words, there is no actual responsibility for non-closing of branch / representative office, but if the company was not closed in accordance with the legislation, this legal entity will be denied in case of the next attempt to re-open the branch / representative office in Russia.
