Liquidation of a Branch and Representative Office of a Foreign Company in Russia

Services of a lawyer for the liquidation of a branch or representative office of a foreign company in Russia

The unstable economic situation at different times pushes foreign companies to minimize costs and close branches and representative offices opened in other states. At the same time, branches and representative offices differ in their powers. In accordance with civil law, a representative office is a separate subdivision of a legal entity located outside its location, which represents the interests of a legal entity and protects them, and a branch is a separate subdivision of a legal entity located outside its location and performing all or part of its functions, including representation functions.

The termination of the activities of a branch, representative office of a foreign legal entity may be carried out voluntarily and by force. The decision to terminate activities on a voluntary basis is made by a foreign company, as a rule, for the following reasons:

1. Liquidation of the foreign company itself.
2. Liquidation of a branch, representative office for economic, legal, managerial or political reasons.
3. Termination of the intergovernmental agreement on the basis of which a representative office or branch of a foreign company was opened.

Forced liquidation of a branch, representative office of a foreign legal entity occurs by decision of the federal executive body (tax inspection). The reasons for such a decision may be, for example:

1. Violation by the branch, representative office of the Russian legislation.
2. Non-submission of reporting documents stipulated by the Russian legislation on taxes and fees.
3. Return of letters from the tax authorities not sent to the address of the branch, representative office.

A foreign legal entity terminates its activities in the territory of the Russian Federation through a branch, representative office from the date of termination of the accreditation of the branch, representative office. Termination of the accreditation of a branch, representative office of a foreign legal entity by decision of such a foreign legal entity is carried out by the Interdistrict Inspectorate of the Federal Tax Service of Russia No. 47 for Moscow on the basis of the relevant decision and application submitted by such a foreign legal entity, within 10 working days from the date of their submission . Documents for the termination of accreditation are submitted by the applicant personally or through a representative, or can be sent by mail with a return receipt.

Before completely liquidating a branch, representative office, a foreign company must take a number of the following actions:

1. Document the decision of a foreign legal entity to close a representative office or branch in Russia.
2. Check whether the foreign company has debts to the budget and all off-budget funds to which mandatory contributions are made in accordance with Russian law. If there are such debts, they must be paid off before liquidation.
3. Dismiss the employees of the representative office, branch, while remembering that the dismissal of employees must be carried out before the loss of accreditation of the branch, representative office of a foreign legal entity. At the same time, with regard to the dismissal of employees of a branch, a representative office, it is also necessary to comply with the requirements of labor legislation, not forgetting to warn employees against the signature of the dismissal at least 2 (two) months in advance. At the same time, fulfill the obligation to pay severance pay in accordance with the Labor Code of the Russian Federation.
4. After making all payments, debts, it is necessary to close all accounts opened in the banks of the Russian Federation.
5. Transfer documents to the appropriate archive for storage.

To carry out the procedure for liquidating a branch or representative office, the Interdistrict Inspectorate of the Federal Tax Service of Russia No. 47 for Moscow must provide:

1. Application for deregistration in the approved form.
2. The decision of a foreign legal entity to close a branch or representative office in Russia.
3. Documents confirming full settlements with all executive authorities to which, in accordance with Russian law, a foreign company was supposed to make appropriate payments during the period of its activity.

The authorized tax body terminates the accreditation of a foreign branch, representative office within 10 working days from the date of submission of the specified documents. As a rule, before the termination of the accreditation, a tax audit is scheduled.

When drawing up all the necessary documents for the liquidation procedure of a branch, representative office, it is worth remembering that in the case of drawing up documents (for example, a decision to close a branch, representative office), legalization, including translation into Russian, of this document is required for submission to the tax authorities in accordance with applicable law.

After the liquidation of a branch, representative office of a foreign company, accreditation ceases, such a branch, representative office is excluded from the register of foreign companies and removed from tax records.

Qualified support by experienced lawyers allows minimizing legal risks during the liquidation of a branch, representative office of a foreign legal entity. Qualified lawyers will prepare a full package of documents in compliance with the current legislation, carry out the entire procedure for the liquidation of a branch, representative office, minimize possible risks, including inspections of the activities of a branch, representative office by regulatory authorities.

Legal services

1. Advising on the liquidation of a branch and representative office of a foreign company
2. Legal support for the liquidation of a branch and representative office of a foreign company
3. Preparation and submission of documents required for the liquidation of a branch and representative office of a foreign company
4. Representation of a foreign company in interaction with supervisory authorities during liquidation