Exclusion from the Unified State Register from 1.09. Exclusion of a legal entity from the Unified State Register for false information: grounds, appeal of the decision of the Federal Tax Service on the upcoming exclusion. Changes in legislation on this issue

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.

There is no money for liquidation or, especially, bankruptcy. There is no property. Creditors are hiding. Maybe we should drop everything and wait for the inactive legal entity to be removed from the register?

This option has been possible for a long time. And sometimes he really helped. One day, participants discovered in the Unified State Register of Legal Entities that the society had already ceased to exist, and the headache went away. No more fines, no more reports, no more debt.

But everything is changing. At the end of 2016, amendments were made to the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs” and the Federal Law “On Limited Liability Companies”. Most of them come into force on June 28, 2017, and some of them come into force on September 1, 2017. When leaving a “sinking” legal entity, you need to take into account how the Federal Tax Service will exclude it from the register and what negative consequences there may be.

Elimination procedure

Under what conditions is an exception possible?

An inactive person is removed from the register. This is the case if during the last twelve months:

• did not submit reports on taxes and fees;
• did not carry out transactions on at least one bank account.

The simultaneous presence of these two signs is required (clause 2 of article 21.1 of the Registration Law). If a company does not report, but there are movements on the account, or, conversely, the accounts are frozen, but zero reports are submitted, it cannot be excluded from the register.

From September 1, 2017, two more cases will be added when an exception is possible (Clause 5, Article 21.1 of the Registration Law):

• If liquidation is impossible due to lack of funds for the necessary expenses and the impossibility of assigning these expenses to the founders (participants). This norm has already been enshrined in the Civil Code of the Russian Federation. The registration law clearly lacked it. Obviously, this mechanism will still be worked out at the tax service level. Some kind of notice will be required from the participants, in which they will have to set out their unwillingness to keep the legal entity functioning and at the same time justify their unwillingness to bear the costs of liquidation. In practice, there were often unofficial appeals to tax authorities with a request to expedite the exclusion of an inactive company. The innovation can be seen as an attempt to reduce the corruption component of the procedure under consideration.
• If there is information in the Unified State Register of Legal Entities in respect of which an entry has been made indicating that it is unreliable, for more than six months from the date of making such an entry. Another way to deal with purchased addresses and “dead” directors.

Exception and bankruptcy

If the tax authority has information that a bankruptcy case has been initiated against a legal entity or one of the bankruptcy procedures has been introduced, a decision on the upcoming exclusion from the register is not made (this novelty is the legislator’s response to the Resolution of the Constitutional Court of the Russian Federation No. 10-P dated 18 May 2015).

If the registration authority makes this decision and only later learns about the initiated bankruptcy, the legal entity will not be excluded from the register.

When will the tax office launch the procedure?

Until now, it was possible to answer this question this way: when will they get hold of your non-working company. This sometimes took up to four years. Now, as we noted above, it will be possible to speed up the process.

While waiting for the termination of a legal entity, the manager runs the risk of incurring administrative fines. For example, according to the Tax Code of the Russian Federation, 13.19, 15.5 of the Code of Administrative Offenses of the Russian Federation.

In any case, before leaving everything to chance, it is advisable to close accounts, pay off debts and carry out reconciliations.

Is it possible to be excluded from the register if there are debts?

Yes, the registration authority can remove a person in debt from the register. At the same time, the tax authorities may regard the debt to the budget as hopeless for collection. As for the remaining obligations, everything depends on the initiative and efficiency of the creditors. They will either stop the process started by the tax service or not.

What does the tax office do?

Having identified the existence of grounds for exclusion from the Unified State Register of Legal Entities, the registering authority makes a decision on the upcoming exclusion.

Within three days from the date of adoption, such a decision is published in the State Registration Bulletin. You can check whether the administrative process of exclusion from the register has begun in relation to your company or counterparty on the Herald website.

If no applications are received from interested parties within three months from the date of publication, the legal entity will be excluded from the Unified State Register of Legal Entities.

How to stop exclusion from the registry?

According to the current version of the law, filing an application by a legal entity, creditor or other interested party makes administrative exclusion from the register impossible. There are no requirements for such a statement.

From September 1, 2017, it will become more difficult to stop the launched mechanism (see paragraph 4 of article 21.1 of the Registration Law).

First, the content of the statement. It must be motivated. Thus, it is understood that an unconvincing objection will not be taken into account by the tax authorities.

Secondly, the application form. It will be approved separately.

Thirdly, the method of presentation. Now, if you submit an application in the form of an electronic document, then with an electronic signature. If by mail, then with a notarized signature. When presenting documents directly, you must present an identification document. The representative (not the manager) additionally attaches a notarized power of attorney or a notarized copy thereof.

If all the listed requirements and the three-month period are met, the legal entity will not be excluded from the register.

The alternative is to file for bankruptcy.

Consequences of exclusion from the register

Termination of person and obligations

In general, the consequences of the exclusion of an inactive entity are similar to the consequences of liquidation (Civil Code of the Russian Federation). An entry is made in the Unified State Register of Legal Entities indicating the method of termination.

The obligations of the legal entity are terminated. Unless the question of subsidiary liability arises.

Vicarious liability

Another innovation that comes into force on June 28, 2017. Previously, participants and managers of an LLC, as well as persons capable of giving them instructions, could be held vicariously liable for the obligations of this company only within the framework of bankruptcy proceedings. Now, by virtue of clause 3.1 of Art. 3 of the LLC Law, this is also possible after administrative exclusion from the Unified State Register of Legal Entities.

Criterion: failure to fulfill the company's obligation is due to the fact that the listed persons acted in bad faith or unreasonably. This refers to any obligations that remained at the time of exclusion. It will no longer be possible to get away from debt by simply forgetting about society.

The new rule does not apply to joint stock companies.

Distribution of property

Even an inactive company may have assets. Or the participants really forgot about him. Or they deliberately waited for the tax office to do its job, so that they could divide the remainder without creditors. However, it is not always possible to take back what belonged to a legal entity.

In some regions, courts recognize the ownership rights of participants. In others (the practice of AS MO, AS SZO) they refuse the claim, citing the need to use the procedure provided for in paragraph 5.2 of Article 64 of the Civil Code of the Russian Federation. This means a separate trial with the appointment of an arbitration manager and the involvement of all possible creditors of the discontinued legal entity. Such a claim may be submitted within five years from the date of exclusion from the register.

Exclusion and future registration actions

There are no changes here. Let's consider two situations:

• You owned at least fifty percent of the LLC's voting rights. The company was administratively excluded from the Unified State Register of Legal Entities. At the time of exclusion, the company had a debt to the budget or it was recognized as bad.
• You were the head of a legal entity (not necessarily an LLC). A person has been administratively excluded from the Unified State Register of Legal Entities. At the time of exclusion, he had a debt to the budget or it was recognized as bad.

In both cases, if registration documents are submitted about you as a participant or head of a certain legal entity, registration will be denied. This rule will be applied for three years from the date of exclusion. This is the limitation in doing business.

Appealing an exclusion

Exclusion from the register can be appealed in court. This right is granted to creditors and any other persons whose rights are affected by the exception. The deadline for filing an application is one year from the moment when the violation of the right became or should have become known.

The grounds for canceling a tax decision may be the following:

• lack of grounds for exclusion;
• exclusion, despite the application being submitted within three months (reasonable and in compliance with the form);
• non-compliance with the procedure by the tax authority.

As you can see, there are fewer and fewer opportunities to “quietly merge the company.” The risks of responding to its obligations are increasing. Tax authorities are persistently transferring entrepreneurs to the legal channel of liquidation and bankruptcy. If the burden is “more and more too much for leaders or participants every day,” shedding it may not be easy.

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.

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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 the entry of such information.

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.

We talked about what information about the organization is contained in the Unified State Register of Legal Entities in. This information from the register about a specific legal entity is provided in the form of an extract (clause 2 of article 6 of the Federal Law of 08.08.2001 No. 129-FZ). Let's talk about the cost of such an extract in 2017.

Extract from the Unified State Register of Legal Entities: “state duty” 2017 (cost)

Let's start with the fact that the amount paid for providing information about the organization from the Unified State Register of Legal Entities is not correctly called a state duty. After all, this kind of state duty Ch. 25.3 of the Tax Code of the Russian Federation is not provided for. However, many people call the fee for extracting from the Unified State Register of Legal Entities a fee. We will adhere to this common approach in our material.

How much does an extract from the Unified State Register of Legal Entities cost?

The fee for providing an extract from the Unified State Register of Legal Entities was approved by Government Decree No. 462 dated May 19, 2014. The “state duty” for an extract from the Unified State Register of Legal Entities 2017 has not changed and is (clause 1 of Government Resolution No. 462 dated May 19, 2014):

• for providing information about a specific legal entity on paper - 200 rubles;
• for urgent provision of information about a specific legal entity on paper (no later than the working day following the day the request was received by the registering tax office) - 400 rubles.

Details of payment of the “state duty” for an extract from the Unified State Register of Legal Entities

A request for a paper extract from the Unified State Register of Legal Entities can be submitted to any tax office or MFC (clause 1, clause 22 of Order of the Ministry of Finance dated January 15, 2015 No. 5n).

However, the fee must be paid according to the details of the registering tax authority. Information about it can be found on the Federal Tax Service website in the “Payment of state duty” section. There you can also generate a receipt for payment.

Please note that the BCC will depend on whether the request is submitted directly to the tax office or through the MFC.

When submitting a request for an extract to the tax office, the KBK when paying the fee should be 18211301020016000130, and when contacting the MFC, the KBK will be 18211301020018000130.

Urgent or non-urgent provision of a statement affects only the amount paid, and not the payment details.

Here is an example of the details for paying a fee for the urgent provision of an extract from the Unified State Register of Legal Entities when contacting any tax office in Moscow:

Recipient – ​​UFK for Moscow (Interdistrict Inspectorate of the Federal Tax Service of Russia No. 46 for Moscow)

INN/KPP of the payee – 7733506810 / 773301001

Payee's bank:

Main Directorate of the Bank of Russia for the Central Federal District

Account: 40101810045250010041

BIC: 044525000

OKTMO code – 45373000

KBK 18211301020016000130

Purpose of payment “Fee for urgent provision of information from the Unified State Register of Legal Entities”