In addition to the name, the next official requisite or formal sign of the real existence of each company is its location, which in business circles is very often called a legal address. Therefore, the location address is the legal address.
Let's understand these definitions. First, you should find out what the location of the company is and where it is indicated. In accordance with the norm of Article 54 of the Civil Code, the actual location of the company must be indicated in its constituent documentation. It is also at the same time the place where the company is registered (has passed the state registration procedure).
According to legal The address of the company (otherwise known as the location address) must be located during working hours by its continuously functioning executive body or another person who has the right to act on behalf of this legal entity. persons without additional permission (for example, the general director).
The location address of a business entity must be such an address in its geographical sense at which a connection can be established with a company operating in accordance with federal legislation.
What is a legal address in simple words
The legal address is the actual location of an enterprise or organization that manages other divisions related to each other by the same type of activity.
In most cases, the term is used in the process of negotiations with clients or partners. In other words, we can say that this is the location of the legal entity. It is to this address that correspondence from the tax authority and funds is sent. All other negotiations are also conducted through the legal address. The details of the legal entity, along with it, are registered during the registration process through the tax office.
By law, the organization must be located where it was registered. But, based on the facts, we can conclude that the actual location of the company and its management does not always coincide with the legal address. Therefore, some refer to the concept of “legal address” as an everyday one to indicate the location of a company. In some cases, the residential address of the head of the company is used during registration. But such a procedure is not always possible.
In this matter, the main criterion is the type of activity that the company plans to engage in. For example, if an entrepreneur intends to engage in the provision of any services, rather than the production of goods, his place of residence can be used as a legal address. If we are talking about carrying out any work or the inability to do without an office, the manager’s place of residence cannot be used as the address.
Differences between a legal address and an actual one
As practice shows, there are many companies whose legal address does not coincide with their actual location. This factor is explained by the fact that the company could be registered at the address of the leased real estate. Actual address is the specific location where the current office is located. At the end of the lease, the company was forced to change its location, which led to such confusion. It is important to note that the current legislation does not have regulations regulating this issue.
Experts in the field of jurisprudence note that many entrepreneurs prefer to indicate in the constituent documents the place of residence of one of the founders or the owner of the company. This approach is allowed only if a person who has the right to make management decisions on behalf of the company lives in the specified location.
Regulatory authorities and other persons can find out the legal address of an organization by TIN. However, if the actual absence of the company at the specified point is revealed, the entrepreneur may face dire consequences.
Obtaining a legal address
The process of obtaining a legal address should begin with the entrepreneur finding premises that are not residential and are the property of the owner or manager of the company. It is desirable that this be a non-residential building or premises that can be used as an office. For any company or enterprise, this is one of the fastest and easiest ways to obtain such an address.
But not all entrepreneurs have the opportunity to acquire such premises that are suitable for the company’s work. In addition, not everyone has the money to purchase a building or premises. Therefore, the easiest option is to contact the person who owns commercial real estate to conclude a lease agreement with him. Based on this document, you can contact government authorities to register a legal entity.
Another option for obtaining an address is to register a company at the address where the founder of the company is registered and lives. When he is the owner of the apartment, and the other people who live with him are not against the fact that this address will be registered as a legal address, the registration authorities will be able to carry out such an operation and issue a permit.
Note!
Not every organization requires premises in order to carry out its activities; therefore, a legal address is required only in order to register.
According to current legislation, the address can be rented. In this case, it is worth considering one significant advantage, which is that renting will cost less than renting non-residential premises. But it is worth considering the possible risks. In addition, it is necessary to check. If an empty plot of land or a kindergarten building is located at the specified coordinates, this offer should be refused. If these recommendations are not taken into account, the entrepreneur risks encountering regulatory authorities who will fine him or block the company’s activities.
The procedure for registering a legal address for an LLC
Despite the importance of competent registration of a legal address for an organization, the law does not establish a list of papers to confirm it. Practice shows that tax officers most often request the following documents to confirm the authenticity of the official location:
- When registration is carried out at the location of their own office (building, premises), government officials must provide a certificate of title for this property.
- When the founder of an organization enters into a lease agreement for the purpose of conducting business activities, it is necessary to provide a written guarantee confirmation from the owner of the leased property about the intention to conclude a corresponding agreement with the tenant.
- When the founder registers an LLC at the place of his permanent residence, the government agency is required to provide an evidentiary title document for housing, as well as written confirmation of the consent of the remaining citizens registered at this address to register the LLC.
Let's look at possible registration options in more detail.
Registration at the address of the property that belongs to the future company. This method of registering a legal address has no disadvantages in terms of state registration of constituent documents. However, it requires the presence of a large amount of funds or free real estate, which will be contributed to the authorized capital as a contribution. Practice shows that this option is the least common in modern realities, as it is the most expensive.
Registration of the founder. This method of registering an LLC is popular. It is the simplest and least expensive. The disadvantage of this form of fixing a legal address will be the interference of government services in the private life of the founder. All correspondence necessary for the company will be sent to the address specified by the company. At the same time, in practice there are often cases of delays in the preparation of constituent documents in the context of concluding an agreement to open a personal account or obtaining a license for the type of activity being carried out due to the registration of an enterprise at the registered address of the founder.
Conclusion of a lease agreement . It is also a popular way to register a legal location. Requires significantly lower costs than purchasing your own property. It is only necessary to receive a letter of guarantee from the lessor about the intention to conclude a lease agreement, since it is not yet possible to formalize such an agreement between the lessor and the enterprise, since it is, in fact, at the stage of creation and is not yet a full-fledged legal unit.
Lease of legal address . This option is very often confused with renting premises. Renting a registered address involves registering a company at this location, but does not imply carrying out activities at it. This means that correspondence will be sent to such a legal address, about which a special employee will notify the owner of the organization. At the moment, there is a wide range of choices of such companies. In this case, the counterparty must also issue a letter of guarantee on the conclusion of the contract. Often, the document is concluded for a period of 6-11 months.
note
When collaborating with companies that provide services for leasing a legal address, it is necessary to ensure that there is no mass registration of enterprises using it. If it turns out that several companies are assigned to a specific premises without special conditions, this will be considered a place of mass registration, as a result of which the tax office will refuse to issue constituent documents.
Procedure for obtaining an address and required papers
Firms need legal addresses to go through the procedure of registering their company. The process will be considered completed only after the corresponding entry has been made in the unified register. To begin the registration procedure, you need to collect the following paperwork:
- Decisions regarding the formation of a company. The document is provided as a protocol;
- Receipt confirming payment of the fee. To do this, you should prepare 4,000 rubles. If the papers are submitted electronically, payment of the state fee is not required;
- Application for registration with government agencies. Here you will need a notary's stamp and signature;
- Two copies of the charter;
- If there are foreign legal entities among the founders, you should provide an extract from the register of legal entities. persons of their home country or other suitable document.
Speaking of address, it is indicated along with the postal code, subject of the Russian Federation, apartment number, street number, building and city name. To confirm that the registration procedure can begin, you will need documents establishing rights to the property, as well as the following:
- Certificate of acceptance and transfer of non-residential premises;
- A photocopy of the certificate of the building or premises owned by the lessor;
- A letter of guarantee from the owner of the premises, indicating his consent to register a legal entity, indicating the space data that is leased to the entrepreneur;
- If registration is required indicating the home address of the founder of the company, in addition to the title papers for the residential premises, the consent of the remaining citizens living in the territory of this residential premises should be drawn up and certified by a notary.
Regarding the change of address, this is possible if both parties to the lease agreement wish or for other reasons, which include renaming the street and factors beyond the control of the parties. The registration procedure and the list of documents that will be needed for this procedure may be different. Here the organs rely on a number of changes. This may include the relocation of a company or the transfer of premises to another owner.
If the registration address after the change remains within the boundaries of the previous municipality, the registration procedure will not take much time and will take place in just one stage. The following documents must be provided to the same address of the government agency where the businessman previously applied:
- Application (form P13001). It is submitted if the current address of the company is indicated in the charter;
- Form P14001, if the location is not indicated in the charter, but only the address is present, which will not be changed in this case;
- Shareholders' resolution (minutes). This is a document about making adjustments to the charter, if it also had to be amended;
- Documents about the new address. This includes a document confirming registration with the state. Register, title to a non-residential building or premises, as well as a letter of guarantee and a lease agreement;
- If changes have been made, a government contribution receipt must be provided.
If the new location where the office has moved is another municipality, the registration process will be accompanied by two stages. The first thing an entrepreneur must do is send a notification to the state registration authority that handled the registration before. You must submit an application here (form P14001), as well as provide the minutes of the meeting of shareholders who decided that the company is changing its address.
The registration procedure and consideration of the application usually does not exceed five days. After 20 days, the owner of the organization must contact the new registration authority, which is responsible for registration at the future location of the company. The following documents should be provided here;
- Application (form P13001);
- A receipt indicating that the state duty has been paid. Also here the details of the authority that is currently registering the address must be provided;
- Minutes of the meeting of shareholders and the adoption of a decision on changes to the charter;
- Papers that confirm the registration address of the founder, a copy of the certificate of ownership of real estate and state registration, an agreement with the lessor, as well as a letter of guarantee.
In addition, the procedure for providing an address will differ from the others if the home address of the shareholders (owning a package of more than 50% of the shares) or the director coincides with the legal address of the company. Here the address registration will be done in one step. At the same time, the authorities do not pay attention to which district the building or non-residential premises to which the company is moving belongs to.
Procedure for purchasing a legal address for an LLC
Purchasing such an address involves going through the following stages of the transaction:
Selecting a location. There are options for setting up an enterprise in rented premises or the founder’s apartment.
- Collection of necessary documents for tax registration of the company. Particular attention should be paid to the package of documents in the case when a legal address is purchased. The general papers will need to be accompanied by a letter of guarantee from the company providing the address and copies of title documents for the premises.
- Checking the mass registration of companies at a specific address. Bulk addresses include those to which more than 10 legal entities are assigned. This check can be carried out on the official website of the tax structure.
- Additional services. Based on the purpose of purchasing such an address, the buyer may need additional services. These include checking the location of the premises, obtaining information about the presence of a special secretary at the purchased legal address, who will be able to promptly inform the founder of the organization about incoming correspondence.
- Conclusion of an agreement with the bank. Before directly opening a personal account for an organization, bank employees verify the authenticity of the information provided.
- Payment under the contract for the purchase of a legal address. This is carried out only when all issues under the previous paragraphs have been resolved and inaccuracies corrected.
- Validation of documents.
How to choose the right legal address
The choice of a legal address must be approached as responsibly as the collection of documents. More than 35% of entrepreneurs are faced with various fraud schemes that pseudo-landlords regularly come up with. One example of such a scheme is where the founder is deceived into agreeing to indicate the location of the real estate in the organization's charter with a number of reservations.
The essence of the scam is that the landlord will try to refuse to provide documents that confirm that he is the owner of the property. Therefore, lawyers strongly recommend checking future partners, as well as the addresses they provide for the transaction. At the time of drawing up the contract, the entrepreneur must make sure that there is a clause stating that the lessor is obliged to provide a copy of the certificate confirming that he is the owner of the premises provided.
This document must be certified by a notary. In addition, the owner of the building or individual premises provides a letter of guarantee, which should be submitted to the tax office. According to the rules, one legal address can belong to several companies. The only requirement that regulatory authorities put forward is the provision of a document confirming the fact that the enterprise or office is located at the specified address. This is necessary to ensure that the company’s management receives all letters sent by government agencies, banks, clients or partners by mail.
How does a mass registration address for legal entities arise?
A mass registration address for legal entities is a place where several companies are registered. Often a company cannot or does not want to indicate its real location as a legal location, so it is looking for alternative options. One possible solution is to register at a special address, which will be provided by a company for a fee. For them this is a source of income. Often, the result is a situation where dozens of different companies appear in one house or even office.
This approach is not inherently illegal, although it will cause the LLC some inconvenience.
The Tax Service regularly checks the accuracy of data on legal entities and calculates the places of mass registration. It does not have the right to apply any penalties to their users. But, most likely, companies registered in this way will deserve increased attention from regulatory authorities - their activities will be monitored more closely and their reporting documents will be more scrupulously checked.
Another consequence may be a charge of providing false information during registration. If the Federal Tax Service cannot contact a legal entity at the specified location, it may be fined from 5 to 10 thousand rubles. Therefore, you can use a mass registration address only when you have constant access to it: you can go there at any time, receive correspondence or hold a meeting.
https://youtu.be/o2sX_ysr5dc
Tax office about address mismatch
When negotiating with various tax officials, you can notice that they all insist that the location of the company must necessarily coincide with the details specified in the charter. If a discrepancy between this data is detected, such actions by the company owner are regarded as an attempt to hide any important information. To solve the problem, tax authorities can go to court and file a petition for forced closure of the business.
In this case, the fact of violation of registration procedures is used as a basis. In addition, regulatory authorities have the right to fine the entrepreneur and oblige him to make changes to the organization’s charter. Speaking about resolving the conflict through the courts, this issue deserves special attention. Based on practice, most judicial authorities admit the entrepreneur’s guilt and the fact that he had the opportunity to change the office address.
If little time has passed since the company moved, the founder will have to pay a fine. It will be approximately 5000-10000 rubles. In addition, the owner of the company will receive a notification that he must make changes to the State Register and the company’s charter. The court gives the entrepreneur a specific period for this - 30 days.
See also the video “Everything about the legal address of a Business” - what is it, 5 main types
