Inaccurate information about the address of a legal entity in 2020

How does information entered into the register become unreliable?

Information is recognized as unreliable after an inspection carried out by the Federal Tax Service, or as a result of the receipt by the fiscal authorities of an application from an interested person.

Tax inspectors can obtain such data as a result of visiting the company’s legal address, inspecting the premises, interviewing individuals, as well as constantly returning correspondence sent to the company. However, the easiest way for doubts to arise about the authenticity of information occurs when the applicant himself sends documents to the Federal Tax Service that contradict information already at the disposal of the tax authorities.

In addition, materials about incorrect information may be received in responses from various bodies to which Federal Tax Service officials previously sent their requests. And, finally, any interested party has the opportunity to report unreliable information to the Unified State Register of Legal Entities. For example, an owner, having learned that there are registered companies on his property, has the right to send a letter to the Federal Tax Service and inform the registration authority that he never provided them with a legal address.

Having discovered that the information is inaccurate, the responsible inspector sends a notification to the organization demanding that the information be corrected or clarified. The law gives entrepreneurs 30 days to do this. And if the company does not take any action, the tax service will enter the entry “Information is unreliable” in the Unified State Register of Legal Entities in the “Additional information” column.

What documents are provided in certain cases?

In order to register with the State Register, an entrepreneur must provide papers to confirm the legal address to the tax office.

However, there are several ways to register. And for each of them their own package of documents is collected.

1. If you have your own non-residential premises, a copy of the paper confirming the right to own the premises is provided to the tax authority. In some cases, notarized confirmation of a document may be required. Before applying for registration, you must consult your nearest tax office.
2. If the premises are rented, then you must ask the owner to draw up a letter of guarantee confirming permission to carry out business activities.
3. When purchasing a SA, you will also need to draw up a letter of guarantee. It indicates the owner’s coordinates to verify the accuracy of the information provided by the company during registration or re-registration.
4. If a novice entrepreneur registers a company at home, then he should be provided with ownership paper. If an apartment or house is rented out and the citizen is not its owner, then you need to draw up a letter of permission from the owner of the premises. If several people are registered in an apartment or house, you will need permission from each of them.

Recommendation: The letter may be written in any form. This will avoid problems related to registration. The tax office has more stringent requirements for other documents.

Consequences of recognizing information as unreliable

First of all, the registration authority can exclude a legal entity from the Unified State Register of Legal Entities administratively six months after such an entry appears in the register (unless, of course, the company’s management corrects the situation). In addition, the director of the company may be fined 5,000 - 10,000 rubles. If he commits a repeated offense, he is generally disqualified for 1-3 years (Article 14.25 of the Code of Administrative Offenses of the Russian Federation).

And finally, an organization with such an entry in the register carries serious reputational risks. She definitely won’t be able to participate in government procurement and tenders, and commercial firms will try not to deal with her.

What consequences await the organization if the legal address is unreliable?

A terrible thing happened - an inspection from the tax office went to the address of the organization indicated in the Unified State Register of Legal Entities, but you were not there. The inspectors drew up a report and returned home, but you have no idea what was happening.

If mailing with the address is established, then you will soon receive a notification from the tax service about the need to provide reliable information. If email information is entered into the Unified State Register of Legal Entities, the letter will also be sent to email. It is also sent to the participants and the head of the organization. You will have 30 days to promptly resolve the problem.

Note! The deadline is counted not from the day the letter is delivered, but from the day it is sent.

Let's imagine that the deadline has passed and the authenticity has not been confirmed, what will happen?

1. A record of unreliable data will appear in the Unified State Register of Legal Entities . Your partners and clients can see it, for example, when requesting an extract from the Federal Tax Service website, in special online services that provide similar information, or when downloading information and documents electronically. This will clearly not be good for your reputation. If your company is a VAT payer, then buyers will be afraid of you like fire. Surely the tax office will be interested in transactions with a counterparty who has problems with a legal address.
2. Banks may block bank accounts , and you will not be able to open new ones, because the credit institution will certainly request an extract from the Federal Tax Service, and there will already be a “black mark” there.
3. It will be impossible for either the manager or the owners of a share of more than 50% in the authorized capital of the problem company to register a new organization.
4. In general , taking any legal action will become difficult . For example, it is unlikely that you will be able to get a loan.
5. in the amount of 5 to 10 thousand rubles may be imposed on the director A repeated violation will result in disqualification for a period of one to three years.
6. If, after 6 months have passed from the date of making an entry about unreliability in the register, nothing happens, then the Federal Tax Service has the right to exclude the company from the Unified State Register of Legal Entities . Those. simply eliminate it.
7. For three years from the date of liquidation, former participants and the director will not be able to register a new organization or perform the functions of a manager.

As you can see, the consequences are unpleasant. It is worth mentioning that if certain evidence is available, both the participants and the manager are subject to subsidiary liability to the company’s creditors.

What information most often becomes unreliable?

The “primacy” in terms of unreliability is firmly held by information about the location of the company. This is a very common phenomenon when a company registered at one address is actually located in another location. The Federal Tax Service easily “calculates” such violators and makes appropriate entries in the register. In addition, legal entities registered at the “mass” registration address also risk becoming one of the companies that have a mark in the Unified State Register of Legal Entities indicating incorrect information.

Other options are much less common. For example, one of the participants of a legal entity is another company. The latter is liquidated after some time, but the founders and owners are “closed” about its share in the authorized capital of another legal entity. As a result, the share appears to be “in limbo”, because it belongs to a participant that no longer exists. Having discovered this fact, the tax authority immediately makes an entry in the Unified State Register of Legal Entities about false information. (Decision of the Moscow Arbitration Court in case No. A40-169019/2017 dated December 4, 2017).

In general, the concept of “unreliability” is interpreted by tax authorities very, very broadly. For example, information about a founder or director can easily be considered unreliable if he is a member or director of a “significant number of organizations.” For example, a person is listed as a director in 10-15 companies and at one point he runs the risk of seeing a record of false information about himself in the Unified State Register of Legal Entities. (Decision of the Arbitration Court of the Tula Region in case No. A68-3517/2017 dated November 14, 2017).

What will this mean for business?

The state is once again trying to “tighten the screws” against “unscrupulous” participants in civil transactions who indicated invalid information during state registration or did not change it in a timely manner. For these purposes, from September 1, 2020, a “mechanism” for excluding a legal entity from the Unified State Register of Legal Entities will be put into effect if there is a record of unreliable information about it (09/01/2017, clause 5 of Article 21.1 of the Federal Law “On State Registration of Legal Entities and individual entrepreneurs" 129-FZ)

.

According to this “mechanism,” it is provided that the tax inspectorate has the right to make a decision on the upcoming removal of a company from the Unified State Register of Legal Entities if the following conditions are simultaneously met:

a) it contains a “tick” about “data corruption” about the organization;

b) the time interval for such an entry to be in the Unified State Register of Legal Entities is more than 6 months.

At first glance, everything seems clear and understandable, without any pitfalls.

However, the legislator did not take into account certain points. Let's just say that the possibility of including in the Unified State Register of Legal Entities a note about the dubious nature of information about a legal entity existed even before the amendments were made by Federal Law No. 488-FZ of December 28, 2016. The latter actually introduced only the “construction” of disposal of the organization

from the Unified State Register of Legal Entities if such a mark is available.
According to the general rule enshrined in Art. 4 of the Civil Code of the Russian Federation, the provisions of the law do not have retroactive force and cannot be applied to relations that arose before its entry into force, unless otherwise expressly established by this act. The law in question does not contain
any reservations about the admissibility of extending its provisions to previously established relationships. In addition, it is aimed at making the situation of unscrupulous organizations more difficult. Therefore, it seems logical to conclude that those companies are precisely at risk of “forced” termination of activities if a record of unreliable information will be entered into the Unified State Register of Legal Entities after 09/01/2017, and more than six months will have elapsed from the date of its appearance. Organizations that received a label indicating that their data does not correspond to reality before September of this year are essentially in limbo. It is unlikely that the legislator wanted to protect them from the “forced termination” of their activities. It would be reasonable to equalize both of them, giving the latter a six-month period, calculated not from the date of putting a “tick” in the Unified State Register of Legal Entities about incorrect information about the company, but from the moment the relevant provisions of the above-mentioned law come into force. Time will tell which path the jurisprudence will choose. However, we should definitely expect that the tax authorities will not take such nuances into account, and will first begin to implement this procedure in relation to “familiar” companies.

A brief algorithm for making changes to the Unified State Register of Legal Entities

First of all, it is necessary to draw up minutes of the general meeting or a decision of the founder (participant) to amend the Unified State Register of Legal Entities and the Charter (when necessary). As a rule, simultaneous changes to the Charter and the register are made only when the legal address is changed, if it is recorded in the constituent document indicating the city, street, house and office number. In the case where the address of the company in the Charter is limited only to a city (or other municipal entity), for example, Samara, Moscow, St. Petersburg, then there is no need to make changes to the Charter. Only the address in the Unified State Register of Legal Entities changes.

Therefore, we advise applicants, when simultaneously changing the address in the Charter and the register, to indicate only the city (or other municipal entity) as the location in the constituent document, and to enter in the Unified State Register of Legal Entities, as required, an extended address with reference to the street, house and office number .

It is also important to note that when making changes to the Charter, it is necessary to formulate their text. It must be stated in the protocol (decision). In addition, you should prepare a sheet of changes to the Charter, or print out the entire Charter, but in a new edition.

As for clarifying information about the participants and managers of the Company, this data is contained only in the Unified State Register of Legal Entities. They are not indicated in the constituent document, therefore, in this case, changes are not made to the Charter.

Having drawn up local regulations, you can begin preparing your application. If, at the same time as changes are made to the Unified State Register of Legal Entities, the Charter also changes, then along with application P14001, it is also necessary to fill out form P13001. The procedure for preparing these documents is standard. It is well described in the order of the Federal Tax Service of the Russian Federation No. ММВ-7-6/ [email protected]

Having completed the paperwork, you must pay the state fee. It is paid when a legal entity makes changes to the Charter. You can generate a payment on the website of the Federal Tax Service of the Russian Federation at https://service.nalog.ru/gp2.do. Its current size is 800 rubles. It is also important to remember that for simply making changes to the Unified State Register of Legal Entities in the form P14001, no state duty is charged.

After completing the preparation of the package, you should carefully check all the documents. Errors and clerical errors are unacceptable. They will definitely lead to the fact that the Federal Tax Service will refuse to make changes to the register, and the person will waste his time and money.

Next, the person responsible for making changes and submitting documents prints out all the papers and takes them to the notary. The latter certifies the application in form P14001 (as well as P13001, if available).

In addition, the Charter in the new edition (or the list of amendments to it) is subject to notarization. And if the constituent document does not contain an indication that the decision of the general meeting (the only participant) is confirmed exclusively by the signatures of the participants, or it directly requires their notarization, then, in addition to everything else, the protocol (decision) will also have to be certified by a notary.

And finally, at the very last stage, the applicant submits the documents to the registration authority in his constituent entity of the Russian Federation or to the nearest MFC. By the way, you can completely avoid visiting the Federal Tax Service and the multifunctional center if the company representative has an electronic signature. In this case, he has the right to send the package for registration through the State Services website.

What to do

The online service of the Federal Tax Service on the service’s website allows you to check the address for widespread availability, where the information is updated once a week. When registering a new company to engage in real business, it is advisable to make such a request. If the company is already registered and the tax office has sent a request to provide reliable information, you should not ignore it.

It is necessary to confirm information about the legal address by sending an application to the Federal Tax Service under f. P14001 with application:

• contracts of purchase and sale, rental of premises;
• payment orders confirming the fact of payment for real estate or its rent;
• copies of an extract from the Unified State Register of Legal Entities.

The package of documents is submitted to the registration authority within 30 days. If the deadline is missed, a note about unreliability is made in the state register. If the company is not actually located at this address and it is not possible to prove the competence of its actions before the tax authorities, the address will have to be changed with the conclusion of a lease or sale agreement.

Brief conclusions

So, the law classifies not all incorrect information as unreliable. This is, of course, good. But don't delude yourself. As practice shows, the Federal Tax Service interprets this concept very broadly. Any company can receive a record of unreliability in the Unified State Register of Legal Entities, while inspectors use not only open data contained in the extract itself, but also information that is in the database and in previously submitted applications.

For example, information about a participant - a legal entity - will always be considered unreliable if it has registered changes in the register regarding itself (change of address, name, etc.), but at the same time “forgot” to submit new information on Form 14001 in the company where this the legal entity is listed as a participant.

Or, another example: directors usually do not notify the tax office of a change in their contact telephone number. But the application on form 14001 contains a separate column for this - 3.7. Without reaching the head of the company, the Federal Tax Service employee has every right to initiate the entry of unreliable information.

Therefore, we recommend that our readers be very careful about the relevance of the information in the Unified State Register of Legal Entities. A careless attitude to this issue easily leads not only to fines and disqualification, but also to the administrative liquidation of the company.

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It’s no secret that the Federal Tax Service has been “cleaning up the Unified State Register of Legal Entities” for four years now. The legislator declared at one time that “cleaning measures” are aimed at excluding from the register of one-day companies that are used as a tool in “gray” tax optimization schemes, but the “black mark” - a record of unreliable information about the location or sole executive body - even a “white” company can get it.

Let us remember the “ancient scrolls”, letters from the Federal Tax Service of Russia:

• No. GD-4-14/14127 “On carrying out work in relation to legal entities registered before
  August 1, 2020 and having signs of unreliability”;
• No. GD-4-14/14126 “On carrying out work in relation to legal entities registered after
  August 1, 2020 and having signs of unreliability” (both letters dated 08/03/2016).

From the names it is already clear what instructions are formulated there for the territorial tax authorities. The letters contain signs indicating unreliability

data, and for those created after August 1, 2020, the criteria are stricter.

For those created "before"

The criteria are as follows: the same manager/address/management company/participant in more than 50 legal entities, as well as a disqualified/dead manager.

For companies entered into the Unified State Register of Legal Entities after 08/01/16.

: the same manager for more than 5 legal entities, the same address/member for more than 10 legal entities, the same management company for more than 20 legal entities, as well as a disqualified/dead leader.

It is not difficult for the Federal Tax Service to take the necessary information from the Unified State Register of Legal Entities, from the register of disqualified persons, as well as data from the civil registry office (they say they are already being actively “absorbed” into the ASK VAT-3).

In what order is this data generally checked?

Firstly, during the period allotted for state registration of creating a company or making changes to information about it. The period may be suspended (extended) for a month if:

a) objections have been received from the interested party

persons regarding registration;

b) problem with the address (mass registration address, property destroyed, etc.);

c) signs of “alternative liquidation” (“draining” of a company through reorganization, for example).

Formally, all these factors are the basis for conducting an inspection, but in reality no one wants to bother and simply refuse right away

in registration.

As a “bonus”, a fine can be issued to the individual sole proprietor under Part 4 of Art. 14.25 Code of Administrative Offenses of the Russian Federation. And if there is another “unsuccessful attempt,” then the EIO may be subject to disqualification under Part 5 of Art. 14.25 Code of Administrative Offenses of the Russian Federation.

In general, a “black mark” appears as a result of checking existing

in the Unified State Register of Legal Entities (this is “cleaning”). There are two reasons for such a check:

a) interested person

filed a statement with the INFS regarding the unreliability of information in the Unified State Register of Legal Entities;

b) The Federal Tax Service has other information

about the unreliability of information in the Unified State Register of Legal Entities.

The wording is very vague, especially the second one. And this allows the INFS to “turn around” and literally check the company of interest under a microscope.

As part of the inspection, the Federal Tax Service has the right to carry out the following activities:

1. study available documents and information, receive explanations from persons who may know
   any circumstances
   relevant
   to the verification (banal study of documents from the registration file of a legal entity, statements of interested parties);
2. receive certificates and information on issues arising during the inspection (this is a survey to which the INFS can call any person who potentially has information);
3. conduct an inspection of real estate (if necessary, the INFS, within the framework of interdepartmental interaction, receives the necessary information from Rosreestr and the Civil Registry Office and from other persons, but the presence of representatives of the person being inspected is not necessary, two witnesses or a video recording of the inspection is enough, all this is recorded in the inspection protocol, the form of which is in the specified letters available);
4. involve specialists or experts (in some cases when knowledge of science, technology, etc. is required, the expert/specialist should be disinterested in the outcome of the case, his participation is recorded in the protocol of the verification event).

The appearance in the Unified State Register of Legal Entities of an entry about unreliable information does not bode well, because:

• If such a record hangs for more than 6 months, the Federal Tax Service has the right to decide to exclude the company from the Unified State Register of Legal Entities. In this case, the person controlling the company (do not confuse it with the individual sole proprietor) can be brought to subsidiary liability in a simplified manner (without bankruptcy proceedings);

What is subsidiary liability for? It's simple...

By virtue of Part 3.1. Art. 3 of the Federal Law of 02/08/1998 No. 14-FZ “On Limited Liability Companies” from the moment the company is excluded from the Unified State Register of Legal Entities by the tax authority, the fact of such forced liquidation is recognized as a refusal of the debtor

(excluded from the Unified State Register of Legal Entities of the company) on
the fulfillment of monetary obligations
.

Therefore, if the company had debts under obligations to creditors that arose as a result of dishonest actions of the participants or director of the company, such controlling persons may be held subsidiary liable: after the company is excluded from the Unified State Register of Legal Entities, its creditors, including the Federal Tax Service, receive the right to claim under unfulfilled obligations by the debtor company from its controlling persons (participants, founders, directors).

Another bad consequence is indicated in paragraphs 2 and 3 sub. "f" clause 1. Art. 23 of the Federal Law of 08.08.2001 No. 129-FZ “On state registration of legal entities and individual entrepreneurs”: the head or participant of a company excluded from the Unified State Register of Legal Entities on the initiative of the tax authority, who at the time of its exclusion had a share of 50% of the authorized capital, in in the future, they will not be able to register a new company in their name for three years if the company at the time of exclusion from the Unified State Register of Legal Entities had a debt to the budget.

That is, it will not be possible to survive the exclusion of your company from the Unified State Register of Legal Entities and then joyfully buy a ready-made company and become a member of the participants or get a job as a director in a new company.

And another “bonus”: as a result of the exclusion of a company from the Unified State Register of Legal Entities on the initiative of the tax authority, the owners lose the right to dispose of the property listed on the company’s balance sheet at the time of its exclusion

, since from the moment a legal entity is excluded from the Unified State Register of Legal Entities, its legal capacity ceases.

• While such a record “hangs”, it is impossible to register any other data (changes) about the company in the Unified State Register of Legal Entities;
• counterparties will begin to scatter, because no one has forgotten the words about “due diligence” and connections with a suspicious company may be remembered in the future.

So, we are scared, and the INFS has already come to the conclusion that the information in the Unified State Register of Legal Entities is unreliable. What happens next? At this stage, there is no “black mark” in the Unified State Register of Legal Entities!

To the legal entity, as well as to the director and participants

, INFS will send a letter with a proposal to enter reliable information or submit documents indicating that the tax authority made a mistake. The period for this is 30 days. Otherwise, an entry will be made in the Unified State Register of Legal Entities indicating that the information is unreliable.

Evidence refuting the INFS conclusion regarding the company’s address may be as follows:

• copies of documents confirming the company’s right to be located at the address specified in the Unified State Register of Legal Entities (copies of the lease agreement, certificate of ownership, etc.);
• copies of documents confirming receipt
  of postal correspondence (from any authorities, including the Social Insurance Fund and the Pension Fund of the Russian Federation, letters from counterparties, with postal envelopes attached).

If the claims concern data about the manager and/or participant, it is better to contact the specific contractor at the Federal Tax Service and clarify the information, and depending on the data received, take specific measures. After all, it may turn out that there is an obvious mistake: for example, the full namesake of the owner is indicated by the mass leader. Here it is better to appear in person and explain.

If the CEO is disqualified or he stated in writing that he has never been a director of the company, then solve the problem yourself, the advice of outsiders in this case will only do harm...

Well, what should you do if a record appears in the Unified State Register of Legal Entities about unreliable information?

You can try to eliminate such an entry in two ways:

1. enter reliable data (for example, regarding a new individual sole executive officer, make a decision on its appointment, prepare an application in form P14001, have it certified by a notary, send a package of documents to the Federal Tax Service. If the address is found to be unreliable, we move to a new place “in white”);
2. appeal the tax decision.

The appeal may take several months, please note. You need to appeal the decision of the Federal Tax Service consistently; first to a higher tax authority, and if they don’t help, to the court.

A complaint can be filed within three months from the day the person learned or should have learned about the violation of his rights. The procedure for administrative appeal, requirements for a complaint, deadlines for its filing and consideration are established in Chapter VIII.1 of the Federal Law of 08.08.2001 No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”.

The period for consideration of a complaint is 15 working days

days. It may be extended for another 10 days in order for the registration authority to provide the documents necessary to consider the complaint.

If a higher authority refused to satisfy the requirements or did not meet

within the period allotted for consideration of the complaint, you have the right to appeal to the arbitration court within three months.

Grounds for appeal:

• the tax authority violated the procedure for conducting an audit (evidence of violations must be sent to a higher tax authority or court. For example, a notice requiring the provision of reliable data was not sent to the director, participant or to the company itself);
• the information is actually reliable (here you will need to prove the accuracy of the information; to confirm the address, you must provide, for example, a rental agreement and confirmation of receipt of mail).

To summarize: you should not get carried away with creating a new company every three years. You also need to clearly remember how many companies you are a member of. If a company rents a square meter in an office building and uses it as an address, you need to make sure that at least letters from government agencies find the addressee. We will also be attentive to our counterparties, since we must exercise “due diligence,” and INFS already knows how to expand the chain of connections to the seventh link.

If there is a “black mark” in the Unified State Register of Legal Entities, you can and should take certain measures to “whiten” yourself and your reputation, because inaction is fraught with disqualification and subsidiary liability. Take care of your pockets!

Best regards, Alexey Tishchenko.

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