Branches and representative offices of legal entities. Dependent and subsidiary companies

26.09.2019

Society with limited liability has the right to have branch and/or representation. In order to understand what suits you best, you need to understand the concepts of branch and representative office.

What is a branch of LLC

For example, a Limited Liability Company is registered in Moscow, and is also registered there with the territorial tax office and carries out business activities, for example, trading pharmaceutical products. In this case, the branch located in Novosibirsk also has the right to carry out direct trade and receive for this cash to your separate checking account. Representative office in in this case, has the right only to inform customers about the activities of the Company; all other interactions (conclusion of contracts, settlements) take place directly between the LLC and the client, let’s say, an attracted representative office.

Creation of a branch and representative office

Branches and representative offices are created only on the basis of a decision General meeting members of an LLC or sole participant. When making a decision to create a branch or representative office at the General Meeting of Members of the Company, at least two thirds (2/3) of the total number of votes must vote on this issue. The charter of an LLC may provide for a different ratio of votes for making a decision on the creation of a branch or representative office.

The creation of a branch or representative office requires full compliance with the requirements of the Law on Limited Liability Companies and the Civil Code. It should also be remembered that if a branch or representative office is created on the territory of a foreign state, then they must be created in accordance with the requirements of the legislation of that state. Further current activities are also carried out in compliance with the current legislation of the foreign state in whose territory the branch or representative office is located.

Activities of the branch and representative office of LLC

Since branches and representative offices of a Limited Liability Company are not separate legal entities, they carry out their current activities on the basis of regulations that are approved by the Company.

When established, branches and representative offices are endowed with property transferred to them by the Company. Further, the branch has the right to acquire other property and record it on its balance sheet.

Heads of branches and representative offices are appointed only by decision of the Company. The heads of branches and representative offices carry out current activities on the basis of a power of attorney issued by the Company.

The activities carried out by branches and representative offices occur on behalf of the Company that created them. Also, the Society itself bears full responsibility for their activities.

Registration of a branch or representative office

As stated above, the decision to create a branch or representative office must be made by the General Meeting of Participants of the Company or its sole participants. Such a decision must be reflected in the Minutes of the General Meeting (if there are two or more members of the Company) or the Decision of the sole participant.

It is also necessary to amend the Company's Charter and reflect in it information about the branch or representative office. This information includes:

The name of the branch or representative office, for example Branch of Romashka LLC in Novosibirsk.

Address of the location of the branch or representative office.

It is also necessary to prepare and notarize an Application for Amendments to the constituent documents of a legal entity in form P13001. This form must be filled out front page, sheet K and sheet M.

Application on form P13001
Protocol or decision on establishing a branch/representative office
Charter in the new edition
Receipt for payment of state duty (800 rubles)
Documents confirming the address of the location of the branch or representative office (lease agreement or letter of guarantee from the owner).

For third parties, a branch or representative office is considered created from the moment the registration authority makes an entry in the Unified State Register of Legal Entities about the creation of the branch or representative office.

Key words: branch, representation, OOO

Hello! Today we’ll talk about branches and representative offices legal entities. The development of any business is almost impossible without territorial growth. Successful entrepreneurs try not to miss opportunities to open new office(enterprise, point of sale) in another area of the locality or even at the other end of the country. We will describe in detail how this is done and what goals it pursues in this article.

Goals of opening separate divisions

The opening of separate divisions pursues a number of goals:

Expansion, rapid coverage of new regions;
Conducting business simultaneously in several profitable regions;
Development of new areas where demand has not yet been satisfied;
Promotion, advertising and creating a positive reputation for the company in new territories;
Shifting key resources or production due to reduced demand.

But before you start expanding, you should understand what the similarities and differences between a branch, representative office and other separate divisions are. Knowledge of their features and differences in registration procedures will allow you to avoid mistakes when organizing them.

Forms of separate structural divisions

Branches and representative offices - separately located, independent structural units of the organization. However, they are not recognized as separate legal entities. All property and regulatory documents they are supplied by the originating company. It also controls the appointment of department heads and determines the boundaries of their influence.

Branch has the right to conduct production and economic activities, to implement all functions without restrictions, which is much broader than the capabilities of a representative office. In addition, it is allowed that the branch will have an individual name, but containing the name of the main legal entity.

We must not forget that a company with branches does not have the right to remain on.

Representation only represents or protects the interests of the company (for example, selling goods or services on behalf of the main organization, selecting suppliers, analyzing the market, making inquiries). It cannot conduct any activities aimed at independently generating income. Typically, representative offices are used at the preparation stage, during the “testing” of an unknown market.

Other separate structural divisions - In our country, other forms of territorial isolation are also acceptable. Thus, a division that is registered according to simplified procedures, which is not assigned the status and functions of a branch or representative office, will be called a structural division of the company. They can be called departments, workshops, agencies, bureaus, reception or delivery points, etc. They do not have the right to open their own current account, enter into transactions, maintain their balance sheet and hire employees yourself.

For example, a network organization does not need to give the status of a branch or representative office to its new customer service point if the leading company will hire employees, carry out orders, deliveries and other transactions.

Step-by-step instructions for opening a branch or representative office

Stage 1: Approve the decision to open

First you need to determine for what purposes and functions the division will be created. Based on this, the form of organization is selected. Next, it is necessary to approve the regulations on the representative office (or branch), and develop in detail the order for its opening.

The procedure at this stage depends on the form of the legal entity, as well as on the rules prescribed in its charter. For example, a vote will have to be held at a meeting of the company's participants - more than 2/3 of the votes are required to approve the decision (unless a different ratio is specified). In addition, it is necessary to discuss and decide on the details: whether the branch will be given a name, whether there is a need to register its address in the company’s charter, whether the division will maintain its own accounting records. Any voting results and decisions received during voting are recorded, if there is only one participant in the company, his decision is drawn up and notarized.
For a JSC: the procedure for agreeing on a decision to establish a separate division largely depends on the content of the organization’s charter. For example, the decision may be made by:

Board of Directors;
Shareholders meeting;
Supervisory Board.

The regulations on the branch are approved by the competent authority or by the decision of the manager. Any meetings must also be recorded.

The regulations on the branch (or representative office) regulate all activities of the division; it must contain:

Name and legal address of the parent company;
Name and address of the branch location;
Management system, list of responsibilities, relationships with the leading organization and other information that controls the work process of the department.

According to the laws for 2018, the company is not obliged to include information about branches and representative offices in the charter, but this can always be done by own initiative. These, like any other changes in the charter, should be submitted to the registration authority that has jurisdiction over the parent enterprise.

The parent legal entity bears all responsibility for the operation of the branch. Even claims and lawsuits are brought not against the unit, but against the organization that created it.

Step 2: Appoint a manager

The appointment can be formalized by personnel order. All rights and obligations of the manager must be recorded in a power of attorney signed and sealed by the head of the legal entity opening the branch. This power of attorney must contain a certain minimum of information.

These include:

Date of issue, since without it it will be considered invalid. The expiration date may not be specified, but then the power of attorney will be valid for one year. The maximum possible term is three years. Either party can terminate the power of attorney at any time.
A list of responsibilities of the manager and transactions that he can carry out on behalf of the company.

The manager subsequently has the right to delegate part of the rights and responsibilities to another employee, but only with the consent of the person who issued the initial power of attorney.

Stage 3: Register a branch with state funds

The enterprise is obliged to transfer data on separate structural units to the Unified State Register of Legal Entities (USRLE). This can be done through the registration authority competent in this issue on the territory of a specific region (branch tax service, MFC and others). Since 2016, sending electronic versions of documents through a notary has been allowed. You will need to fill out applications in form P13001 and P14001.

Based on the information entered in, the organization will be automatically registered with the tax office at the location of the unit, and a notification about this will be issued within 5 working days. There is no need to submit additional documents, but if you decide to play it safe, or if the registration procedure in your municipality is not properly established, you can provide the following to the Federal Tax Service office at the location of the branch:

Application form C-09-3-1;
Passport of the registrant (and power of attorney if registration is carried out by a third party);
Certificate of registration of a legal entity with the Federal Tax Service.

In fact, it makes sense to notify the tax office about the creation of a branch only after the data about it is recorded in the organization’s charter. Within 5 working days from the date of receipt of the notification, the Federal Tax Service issues a certificate to the company, which also indicates the checkpoint of the registered representative office or branch.

For opening a branch or representative office without informing the tax authorities, a legal entity is subject to a fine (200 rubles).

Provided that the branch will make payments to employees, it will have its own balance sheet and bank account, then it will have to be registered with the Social Insurance Fund and the Pension Fund of the Russian Federation.

To register a branch with the FSS you will need:

Copies of the minutes of the meeting, order, regulations or other documents on the establishment of the unit, certified by a notary;
Certificate of registration with the Social Insurance Fund of the parent company;
Documents confirming the registration of the unit with the Pension Fund of Russia.

To register with the Pension Fund:

An application, a sample of which can be obtained from a specific branch of the pension fund;
Certificate of registration of a legal entity with the Pension Fund of Russia;
Copies of documents (certified by a notary) on the establishment of a separate structural unit of the company.

In the Pension Fund of the Russian Federation and the Social Insurance Fund at the place of registration of the parent company, the notification is provided in free form, since no other procedure is established by law.

Stage 4: Make a stamp and open a current account

This stage is optional, but each enterprise decides for itself at the first stage whether the structural unit will require invoices, printing, special equipment and other nuances. It is important that no later than a week after opening the account, you must submit an application to the Tax Inspectorate in form C-09-1.

Changing the address of a branch or representative office

When moving a separate structural unit to a region under the jurisdiction of another tax authority, you will first need to deregister it at the old address. 5 days after making changes to the Unified State Register of Legal Entities, the legal entity will be removed from tax registration.

Namely, when changing the address you will need:

Federal Tax Service Inspectorate - within 3 working days, provide notifications about the termination of activities at the old address and about the start of work at a new one (in free form);
FSS - reporting changes there, as well as registering, is only necessary in cases where a structural unit has its own current account and pays salaries to employees. Within one month, submit to the department at the previous location an application for registration as an insurer at the new address;
Pension Fund - does not require any statements or notifications.

Closing a branch or representative office

The decision to terminate the operation of a separate structural unit can be made and regulated by:

Meeting of society participants;
Documents (for example, regulations on the branch).

To conveniently resolve issues arising in connection with the closure, a liquidation commission is created, which is not a prerequisite.

With or without her participation, the organization must:

Closing the branch's own current account;
Reduction or transfer of employees to other positions;
Transfer of property and documents of the division to the company;
Sometimes settlements with creditors or partners. This point arises quite rarely, primarily due to the fact that branches or representative offices do not act as independent legal entities and carry out all transactions from the leading organization; accordingly, their liquidation is not considered a basis for the early termination of obligations to counterparties. All responsibility after closure is transferred to the legal entity that created the structural unit.

The enterprise is obliged to announce its decision to liquidate the branch using form C-09-3-2. It must be submitted within three days of tax authority at the location of the main legal entity. At the location of the branch, you can submit an application C-09-1-1, but theoretically, deregistration with the regional tax office should occur without your participation, based on information from the Unified State Register of Legal Entities.

Other separate divisions

The decision to establish a separate division, which subsequently will not be registered as a branch or representative office, may be made general director company and created by his order - unless other conditions are specified in the company's charter. Situations are possible when the need to open a unit arises from the terms of an agreement concluded by a legal entity (for example, to conduct construction work in a remote area), then the order is not necessary; the creation date will be the start date of work.

Other separate divisions also require certain registration. Even if there is no corresponding order, only one workplace, remote from the location and registration of the main organization, it is still subject to registration.

The following signs confirm the opening of a separate division:

The location of the structural unit in another administrative-territorial unit, subordinate to another tax authority relative to the parent company;
Creation of jobs for a period longer than one month, that is, the organization of all conditions for the performance of labor duties, and the immediate beginning of their implementation, outside the place of registration of the legal entity;
The actual start of the unit's work.

After creating a division, the company is obliged to notify the Federal Tax Service at its location using Form C-09-3-1.

Evasion of notification threatens the enterprise with a fine of 200 rubles for each start of work hidden from the tax authorities.

If several divisions are opened within one municipality, but on the territory of different tax authorities, then the organization can register with only one of them. The legal entity makes the choice independently, and notifies the tax office of its decision with a notification in Form N 1-6-Accounting.

After this, the enterprise will be automatically registered for taxation at the location of the structural unit within five days.

A legal entity is obliged to report all changes (liquidation, change of address, change of management form) to the Federal Tax Service within three days. This can be done using form C-09-3-1.

If the location of a separate unit changes, you will need:

Deregister it with the Federal Tax Service. The procedure takes five days;
After this, based on the documents received, register with the tax authority that has jurisdiction over the new address.

Upon liquidation of another separate division:

No later than three days after the division stops working, inform the tax office at the place of registration of the main enterprise about this (form C-09-3-2);
You can receive documents on deregistration of a separate unit within 10 days.

Any notices and other documents can be submitted to the Federal Tax Service in person, by registered mail or in electronic form. But please note that electronic applications must be certified by the sender’s approved electronic signature.

You can also receive a response notification from the tax office not only in person, but also by mail.

Types of separate divisions of a legal entity, in accordance with the provisions of the Civil Code of the Russian Federation, and their legal status

The current legislation of the Russian Federation gives legal entities certain rights, the list of which includes the right to create their own separate division located in a place different from the location of the main organization.

A legal entity has the right to allocate its property to separate divisions. In this case, the activities of this unit will be based on certain rules and regulations previously created and approved by the legal entity.

Types of separate divisions:

representation. Their main function is to represent the interests of the main organization and ensure their protection;
branch - is a separate division of a legal entity, endowed with full rights to perform either all of its main functions, or only a few.

Subsidiaries are not classified as separate divisions.

The heads of branches and representative offices are elected and appointed by the legal entity.

Moreover, before approving a particular position, the manager must make appropriate changes to the organization’s charter.
The current civil legislation of the Russian Federation gives the branch a broader legal status when compared with the status of a representative office.

For example, the list of rights of branches includes the ability to carry out various legal actions aimed at implementing the tasks set by the main organization.

While the legal status of the representative office implies only the representation of the interests of the organization in a specific territorial area. But despite this, none of them has the status of a legal entity.

The concept of a branch of a legal entity, its rights in accordance with the Civil Code of the Russian Federation

The concept of “branches” defines them as separate divisions created in accordance with the will of a legal entity, whose responsibilities include representing interests main organization.

Since branches do not have their own legal status as a legal entity, it is vested with rights by the main organization. The list of branch rights may include quite a lot of powers, for example:

concluding contracts and registering agreements with counterparties, as well as making changes and additions to the content of documents;
hiring new people, preparing all necessary documents;
search for new counterparties.

The concept of “branch rights” may include many other powers. The main aspect is that the charter of a legal entity must necessarily contain a list of the rights of each branch, as well as other necessary information, for example, location, list of property, legal status of the unit, its position, procedure for making changes, responsibility, etc. .

The list of main functions for a branch is also established by the legal entity independently. The set of powers may completely coincide with the powers of the main organization, or may differ significantly from it.

At any time, the management of a legal entity can make changes to the organization’s charter, limiting the powers of branches, or, conversely, grant them additional rights.

Representation of a legal entity, concept and rights of a division

The concept and legal status of a representative office of a legal entity is enshrined in the current Civil Code of the Russian Federation. Legal status representative office coincides with the position of a branch - it is also not a legal entity.

The rights and functions of the representative office are practically enshrined in the very name of this separate division. It represents the interests of the legal entity and does everything to ensure their constant protection.

All data on the representative office must be included in the charter of the legal entity before the registration of a separate division occurs.

To begin the functioning of a representative office, it is provided with the necessary property. In certain situations, for example, when administrative liability has been imposed on a legal entity, this property may become the object of foreclosure.

The permanent activities of the representative office are based on the provisions created and approved by the legal entity. If necessary, these provisions may be amended as necessary.

The head of the representative office acts on the basis of a power of attorney drawn up and signed by the legal entity. At the same time, all participants in civil transactions who enter into legal relations with the representative office, in fact, cooperate with the legal entity through an individual - the head of the representative office.

The procedure for appointing the head of a separate division, the scheme for amending the Charter

The procedure for creating a separate division requires a clear knowledge of the procedure and various nuances of this area, since compliance with current rules and regulations is very important here.

The initial stage is the decision to create one or several separate divisions by the management of the company. This is followed by approval and registration of the Regulations on the creation of a representative office or branch.
The organization must then make all mandatory changes to the Charter.

It must contain information about absolutely all separate divisions. In this case, registration must be completed, otherwise the entries in the charter will have no legal force.

The next step will be the appointment of a manager. Data about it must also be included in the charter of the legal entity. After which a corresponding order is issued to hire a person for a position, and an employment contract is concluded with him.

The final step in appointing the head of a branch or representative office will be the creation of a power of attorney, on the basis of which his work will be carried out.

Subsidiaries are created according to a slightly different scheme, since they are independent legal organizations.

Then you need to visit the tax authority and register. In this case, the taxpayer organization must be registered not only at its location, but also at the location of all separate divisions of the company.

After submitting information to the tax authority, registration of a separate division will be completed.

Regulations on the branch, representative office and work of the head of the unit by proxy

The regulations on a branch or representative office are a document that clearly defines the scope of activity of this unit, establishes its rights and obligations, as well as its management scheme.

The regulations can rightfully be called the main document on the basis of which all activities of the organization are carried out.

It must contain the following information: data on the exact location of the branch or representative office, information about the seal, data on the method of management, the procedure for notifying and informing the unit, acceptable deadlines, etc. It is very important to describe in detail the procedure for bringing important information to management.

The work of the head of the unit can be carried out exclusively on the basis of a power of attorney, which was issued to him by the management of the main organization.

The execution of the document is the most important point. It must bear the seal of the organization and the signature of the manager or other authorized person, as well as the date when the document was issued.

The main difference between a power of attorney and a regular one employment contract is that it should not define the rights and responsibilities of the manager, but a list of his powers with which he is vested. Very often, these powers include resolving issues related to the current activities of the unit, concluding contracts, including labor contracts, participating in various transactions, opening bank accounts, etc.

Since separate divisions are not legal entities, therefore, they do not have the right to personally conclude transactions with the counterparty, which means that they act only as intermediaries on behalf of the management of the main organization.

Branches and representative offices of legal entitiespersonsallow the latter to operate simultaneously in several regions of the country, while remaining registered at the main address. The similarities and differences between these elements of organizations are described in our material.

Representative office, branch or separate division - what's the difference?

Branch and representative office of a legal entity (hereinafter also referred to as FIP) Art. 55 of the Civil Code of the Russian Federation calls them separate units. Thus, the main difference between a separate division and a branch or representative office is that the second and third are only special cases of the first, i.e., the concept of “separate division” here is general (generic).

The Civil Code of the Russian Federation does not disclose this concept, tax legislation establishes that any division that is geographically separated from the organization and has at least 1 stationary workplace is recognized as separate. Moreover, a separate division is not necessarily a representative office or a branch; in practice, business entities often create divisions of other forms:

offices;
departments;
points;
centers;
stations, etc.

The Ministry of Taxes of Russia (now the Federal Tax Service) also previously spoke out on this issue, determining that each separate division, regardless of its name, is either a branch or a representative office if it meets the criteria specified in Art. 55 of the Civil Code of the Russian Federation (see letter “On the procedure for payment by branches...” dated 03/02/1999 No. VG-6-18/151@).

However, there is also the practice of creating divisions that are isolated not only and not so much from the organization itself, but from specific branches and representative offices of legal entities. According to this scheme, for example, additional branches of banking organizations operate successfully. Thus, guided by the principle civil law“what is not prohibited is permitted”, one can recognize the legitimacy of the creation of other divisions, and not just FI. At the same time, we should not forget that tax legislation pursues completely different goals than civil ones, therefore the existence of such units in an organization is important only from the point of view of tax legislation.

What makes branches and representative offices similar?

To more accurately understand the differences between FIPs, let us first consider their common features.

It was already mentioned above that branches and representative offices of a legal entity are territorially separate from the main organization. The Civil Code of the Russian Federation clarifies this feature, indicating that the unit must be located outside the location of the organization. This clarification assumes that the territory where the branch or representative office is located is under the jurisdiction of another tax authority, i.e., not the one in which the organization is registered.

In addition to what is indicated, branches or separate divisions - representative offices have a number of other common characteristics:

At least one common goal is to represent the interests of the company (the branch, performing the functions of the company, in one way or another represents its interests).
They are not recognized as independent organizations.
Individual entrepreneurs are provided with the property necessary for their functioning, which belongs to the parent organization.
The activities of branches and representative offices of legal entities are carried out on the basis of regulations about them, which indicate their goals, competence, structure, management bodies, liquidation procedure, etc.
Persons holding positions of management of private entrepreneurs act exclusively on the basis of powers of attorney issued by the parent organizations.

Is it mandatory to indicate branches and representative offices in the charter?

Previous version of Art. 55 of the Civil Code of the Russian Federation contained a requirement for the mandatory inclusion of information about branches and representative offices of legal entities in the organization’s charter. Starting from 09/01/2014, there is no such requirement; it is only indicated that such information is included in the Unified State Register of Legal Entities (which corresponds to subsection “n”, paragraph 1, article 5 of the law “On state registration legal entities..." dated 08.08.2001 No. 129-FZ). Information about separate divisions other than private enterprises is not included in the specified register.

From the above it follows that when closing a branch or representative office that is not specified in the charter, you no longer need to make changes to the charter and, therefore, pay a state duty for this. It is enough just to change the information in the register, for which you need to fill out and submit to the tax authority an application on form No. P14001 (approved, like form No. P13001, by order of the Federal Tax Service dated January 25, 2012 No. ММВ-7-6/25@).

True, in practice this is not yet possible, since form No. P14001 is still not brought into line with the innovations of the Civil Code of the Russian Federation (it does not contain such a reason for making changes to the register as the liquidation of a private enterprise). In this regard, organizations are forced to use form No. P13001 until appropriate changes are made (letter of the Federal Tax Service dated 03/06/2015 No. SA-4-14/3666@).

Representative offices and their differences from branches

The difference between representative offices and branches of legal entities is most clearly expressed in the nature of the tasks they face. The purpose of the former is to represent the interests of the company, as well as their protection, which is expressed in the powers granted to such divisions.

So, on behalf of the organization, the head of the representative office (and/or his other employee):

looks for counterparties (suppliers, buyers, etc.);
makes deals;
accepts complaints;
draws up and submits statements of claim, etc.

Thus, the employees of this unit only represent the organization in relations with third parties - and this is where its powers are limited. The representative office is not directly involved economic activity, i.e. does not provide services, does not perform work, does not produce goods.

What is the purpose of branches, how else do they differ from representative offices?

The branch is intended to carry out the functions of the parent organization in whole or in part. Civil Code of the Russian Federation, except Art. 55, nowhere else mentions the functions of a legal entity. It is logical to assume that we are talking about the types of activities that the organization carries out and which are recorded in the Unified State Register of Legal Entities. At the same time, it is not at all necessary that the parent organization carry out one or another type of activity implemented by the branch; in practice, the main thing is that it has the right to engage in it.

For example, a plant located in Zelenograd has the right to carry out activities such as the production of paper and cardboard, but in fact only produces paper. Cardboard production is carried out in a branch of this plant in Yekaterinburg. At the same time, the representative office in Moscow is searching for clients and concluding contracts with them for the supply of both paper and cardboard.

IMPORTANT! As a rule, a branch is allocated to a separate balance sheet; the organization opens a separate current account for it and, if desired, orders a seal. Opening a representative office does not require these actions.

In addition, the branch always also performs the functions of a representative office (see resolution of the Federal Antimonopoly Service of the North-Western District dated October 30, 2003 No. A42-969/03-23).

Let's summarize. A separate division and a branch (representative office) are related as general and private. In this case, a representative office is needed only to represent the interests of the organization in a particular locality, while the branch is intended to carry out all or part of the statutory activities of the company.

Representative office of the organization

A representative office is a separate division of a legal entity, located outside the location of the legal entity itself, representing the interests of the legal entity and protecting them (Article 55 of the Civil Code of the Russian Federation)

A representative office of an organization is not a legal entity; it acts on the basis of the property provided to it by the legal entity that created it, and the regulations approved by it. The head of the representative office acts on behalf of the legal entity on the basis of the power of attorney received from him. Information about the representative office must be indicated in constituent documents legal entities that created them

Representative offices carry out their activities by exercising the powers vested in them by decision of the parent organization. Therefore, the organization that founded them bears responsibility for the actions of the representative office in all cases. A claim against an organization arising from the activities of its separate division is brought at the location of the latter, but a party to the case is the organization itself as a legal entity, as well as the recovery is made by the court from it or in favor of it.

It should be remembered that the property of representative offices may become the object of recovery by creditors of the legal entities that created them, regardless of whether this is related to the activities of these divisions or not. At the same time, for debts arising in connection with the activities of representative offices, a legal entity is liable with all its property, and not only with that allocated to these divisions.

The Information Letter of the Supreme Arbitration Court of the Russian Federation dated May 14, 1998 No. 34 directly stipulates that a separate division that is not a legal entity can bring a claim only on behalf of the legal entity. The statement of claim signed by the head of the separate division must be accompanied by a power of attorney (or a copy thereof) of the legal entity confirming the authority to sign statement of claim on behalf of a legal entity.

No less important is the issue of opening a separate bank account for a separate division (branch, representative office). Instruction of the Bank of Russia dated September 14, 2006 No. 28-I directly states the possibility of opening an account for a legal entity, but for “conducting operations” by a branch or representative office. Based on these instructions, it follows that the account is opened for the organization itself.

Accreditation of a foreign representative office

A representative office of a foreign company acts on behalf of and on behalf of the organization it represents, the name of which is indicated in the permit to open a representative office, and carries out activities in accordance with the law Russian Federation.

A representative office of a foreign legal entity in Russia can be opened only with the permission of the accrediting body. Accreditation is granted for 1, 2 or 3 years and, if necessary, can be extended. The representative office is issued permission to open it.

Simultaneously with accreditation, the representative office is entered into the consolidated state register of representative offices of foreign companies accredited on the territory of the Russian Federation. Entry into the register is mandatory for all representative offices, regardless of when and with what organization they are accredited.

Foreign citizens permanently working in the representative office and members of their families must obtain personal accreditation from the registration chamber. The number of foreign employees should not exceed 5 people.

Foreign employees of a credit institution undergo personal accreditation at the Bank of Russia and receive service cards.