About the company and products. Provision of legal assistance Order of the Federal Tax Service dated 11.02 16

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From January 1, 2016, the tax authority, in the event of reasonable doubts about the reliability of the information included in the Unified State Register of Legal Entities (for example, in the event of objections from interested parties regarding the forthcoming state registration changes in the charter of a legal entity or the forthcoming inclusion of information in the register of legal entities), has the right to verify this information through certain measures. This right of controllers is enshrined in clause 4.2 of Art. 9 of Law No. 129-FZ.

In order to fully exercise this right, a by-law was adopted - Order of the Federal Tax Service of Russia No. ММВ-7-14/72@ dated February 11, 2016 (hereinafter - Order No. ММВ-7-14/72@), which specifies the grounds, conditions and methods holding such events. The commented order is effective from June 5, 2016.

So, one of the grounds for verifying the information included in the Unified State Register of Legal Entities in Law No. 129-FZ and Order No. ММВ-7-14 / 72@ is the statement of the interested person (as such, by virtue of paragraph 6 of Article 9 of Law No. 129-FZ can be both a legal entity and individual). The objections of the person concerned, cited by him in the application, must be reasoned and documented. The Appendix to Order No. ММВ-7-14/72@ contains the recommended sample application. Despite the fact that the application form is advisory in nature, it should not be changed by the interested person. Otherwise (if the application is not submitted in the form or it contains a reference to unconfirmed facts), the tax authority may reject the application and not verify the accuracy of the information included in the Unified State Register of Legal Entities. This follows from paragraphs. 2 p. 5 of Order No. ММВ-7-14/72@.

Within the meaning of clauses 7, 9 of Order No. MMV-7-14 / 72@, verification of the accuracy of information based on the application of the interested person can be carried out in two cases:

1. When submitting information for their inclusion in the register (in the event of amendments to the charter, in the information already available in the Unified State Register of Legal Entities), when submitting them to the tax authority.

In this case, the verification of the accuracy of the information is carried out within the period established for the relevant state registration of the changes being made, in a word, within five working days from the date of submission of documents (clause 1, article 8, clause 3, article 18 of Law No. 129-FZ) . But if the named period is not enough for a full check, the tax authorities have the right to decide to suspend registration for a period of not more than one month. Moreover, they can make a decision on suspension only within the period established for registration (clause 7 of Order No. ММВ-7-14/72@). Therefore, such a decision, taken outside the named period, will be illegal.

The decision to suspend registration must indicate (paragraph 4, clause 4.4, article 9 of Law No. 129-FZ):

- the grounds on which it was suspended;

- the period during which the applicant can submit documents and explanations refuting the assumption of the unreliability of the information included in the Unified State Register legal entities. The specified period for the submission of documents and explanations by the applicant cannot be less than five days.

note

The decision to suspend registration is issued or sent to the applicant in one of the ways named in paragraph 4 of Art. 23 of Law No. 129-FZ. What is the time frame for the legal entity whose information is decided to be verified, such a decision should be sent, in paragraph 4.4 of Art. 9 of Law No. 129-FZ is not specified. At the same time, the presence in it of a cross-reference to paragraph 4 of Art. 23, which determines not only the method of submitting a “refusal” decision, but also the time period (within one business day following the day it is made), indicates that the decision to suspend must also be sent to the legal entity within one business day.

Verification of information in the indicated situation can be carried out in the ways specified in clause 4.2 of Art. 9 of Law No. 129-FZ, the mechanism for the implementation of each of which is specified by the provisions of the commented order:

a) study of documents and information available to the tax authority, including objections from interested parties, as well as documents and explanations submitted by the applicant;

b) obtaining the necessary explanations from persons who may be aware of any circumstances relevant to the audit. To give clarifications, clause 12 of Order No. MMV-7-14 / 72 @, it is allowed to call any individuals who may be aware of any circumstances that are important for verifying information;

c) obtaining information and information on issues arising during the audit. By virtue of clause 13 of Order No. MMV-7-14 / 72 @, tax authorities have the right to send requests to state authorities and local government legal entities, notaries and other persons;

d) inspection of real estate objects. According to clause 14 of Order No. ММВ-7-14/72@, the examination must be carried out with the participation of two witnesses or with the use of video recording. The results of the inspection are reflected in the protocol, which must be signed by all participants in the inspection;

e) involvement of a specialist or expert to participate in the audit. A specialist or expert must have special knowledge and skills and not be interested in the result of the activities (clauses 15, 16 of Order No. ММВ-7-14/72@). The decision to conduct an examination must indicate the data of the expert, the questions posed to him, as well as a list of materials submitted for examination.

2. After reflecting information about the legal entity (we emphasize, any person) in the Unified State Register of Legal Entities.

In this case, the verification is carried out no more than one month following the expiration of seven working days from the date of receipt of the application from the person concerned, using any of the above methods (from "a" to "e"). However, if the verification is carried out by methods "b", "c" or "e", the period for its implementation can be increased from one month to two (clause 9 of Order No. ММВ-7-14/72@).

If, based on the results of verification activities, the doubts of the tax authority (or the claims of the interested person) about the unreliability of the information included in the Unified State Register of Legal Entities turn out to be justified, then the tax authorities can do the following:

1) refuse to register the submitted information. In this case, an appropriate decision is made indicating the grounds for refusal with a mandatory reference to the violations named in paragraph 1 of Art. 23 of Law No. 129-FZ;

In accordance with paragraph 6 of Art. 11 of Law No. 129-FZ, a notification will be sent if the registration authority has doubts about the following information:

– address of the legal entity;

- information about the founders (participants) of the legal entity, about the holder of the register of shareholders, the size and nominal value of shares in the LLC, the transfer of shares or parts of shares as collateral or their other encumbrance, about the person managing the share passing by way of inheritance;

- Full name of the director, his passport data or TIN.

To provide new reliable information or evidence of the reliability of previously submitted information that raised doubts among the inspectors, the legal entity has 30 days from the date of sending the notification. If he does not do this, then the controllers will Unified State Register of Legal Entities about the unreliability of the information contained in the register about the legal entity (clause 1, clause 7, article 7.1 of Law No. 129-FZ, clause 18 of Order No. ММВ-7-14/72@).

note

Law No. 129-FZ and Order No. ММВ-7-14/72@ determine the procedure for making an entry in the Unified State Register of Legal Entities about the unreliability of information about a legal entity contained in it. But only. The order of cancellation of such an entry by the mentioned documents is not defined. Consequently, the appearance (once) of such an entry in the Unified State Register of Legal Entities will become a kind of black mark for a legal entity, which can subsequently complicate his life. The way out of this situation is obvious: having received the aforementioned notification from the tax authorities, it is necessary to submit new reliable information within the prescribed period.

Federal Law of 08.08.2001 No. 129‑FZ “On State Registration of Legal Entities and Individual Entrepreneurs”.

By the way, since 2016, this list has been supplemented with one more reason (clause x): non-compliance with the established legislation Russian Federation the procedure for the liquidation or reorganization of a legal entity, as well as other requirements defined by this federal law as mandatory for state registration.

On January 1, 2016, amendments to the Law on State Registration of Legal Entities came into force in terms of verification by the registration authority (FTS) of the reliability information in the Unified State Register of Legal Entities.
However, the grounds, procedure and procedure for verification were approved by the Federal Tax Service only in February 2016 by order No. ММВ-7-14/72@ dated February 11, 2016, which entered into force on June 6, 2016.
Now, in case of doubts regarding the forthcoming state registration of changes in the Charter or information in the Unified State Register of Legal Entities, the tax authority has the right to check the information for their reliability. The grounds for verifying information before inclusion in the Unified State Register of Legal Entities, according to the Order dated February 11, 2016, are:
- receipt by the Federal Tax Service of a written objection of an interested person regarding the upcoming state. registration of changes in the charter of a legal entity. person or the forthcoming entry of information into the Unified State Register of Legal Entities;
- discrepancy between the information contained in the documents submitted to the Federal Tax Service for registration, the information contained in the documents available to the tax;
— submission of documents to the Federal Tax Service for inclusion in Unified State Register of Legal Entities about the address of a legal entity if the specified address is the address of five or more legal entities. Or, if the property located at that address is destroyed. Or, if the address is known not to be freely usable for communication with legal entity(the address at which the state authorities, military units, and so on) are located. Or, if the Federal Tax Service received objections from the owner of real estate regarding entering information into the Unified State Register of Legal Entities about the address of such a property as the address of a legal entity;
- the inclusion in the Unified State Register of Legal Entities of information about the specified address of a legal entity will entail a change in the location of a legal entity in respect of which an on-site tax audit has not been completed, its results have not been formalized, and the final document based on the results of this audit has not entered into force, or such a legal entity has an arrears and (or) debt on penalties and fines;
- submission to the registering authority, as a document confirming the basis for the transfer of a share in the authorized capital of an LLC to a company, an application by a company participant on withdrawal from the company, executed before January 1, 2016 (except for cases when the application of a company participant is notarized);
— submission of documents for registration in connection with the reorganization of a legal entity (legal entities) in cases where two or more legal entities are involved in the reorganization. faces. Or, if in respect of a legal entity that terminates its activities as a result of the reorganization, an on-site tax audit has not been completed, its results have not been formalized, and the final document based on the results of such an audit has not entered into force, or the specified legal entity has arrears and (or) debt for penalties and fines.

The basis for verifying the accuracy of information already included in the Unified State Register of Legal Entities, is the receipt by the registering authority of an application of an interested person about the unreliability of the information included in the Unified State Register of Legal Entities (hereinafter referred to as the statement about the unreliability of the information from the Unified State Register of Legal Entities), as well as other information about the inconsistency of the information contained in the Unified State Register of Legal Entities with the information received by the territorial bodies of the Federal Tax Service of Russia after such information was included in the Unified State Register of Legal Entities.
To check the accuracy of the information of the Federal Tax Service endowed with broad powers. The Federal Tax Service has the right to send requests to state authorities. authorities, local self-government, legal entities, notaries, other persons, indicating the period in which information is required. The Federal Tax Service may inspect the property in the presence of two witnesses or using a video recording, it has the right to appoint an examination. To obtain explanations from the Federal Tax Service, any individual who may be aware of the circumstances relevant to the verification of the accuracy of information may be called.

In a statement about the unreliability of information or in an objection regarding the upcoming state. registration of changes, you must specify specific circumstances and attach documents confirming these circumstances. Otherwise, the Federal Tax Service will refuse to take measures to verify the accuracy of the information included or included in the Unified State Register of Legal Entities.

If, as a result of the checking the accuracy of information included in the Unified State Register of Legal Entities, the unreliability of such information is established, the Federal Tax Service makes a decision to refuse state registration.

If the FTS checked the information already included in the Unified State Register of Legal Entities, and as a result of the check, the unreliability of this information was established, the FTS sends the legal entity. notification to the person about the need to submit reliable information to the registration authority. If a legal entity fails to provide such information, the Federal Tax Service makes an entry in the Unified State Register of Legal Entities about the unreliability of the information about the legal entity contained in the Unified State Register of Legal Entities.

Based on the results of the verification of the accuracy of the information, the registering authority, within 10 working days from the date of completion of such verification, notifies the interested person who submitted the objection, application, about confirmation or non-confirmation or the impossibility of confirmation during the verification of the accuracy of the information in respect of which the objection, application is submitted.

Preliminary results of the Order of the Federal Tax Service of Russia dated February 11, 2016 N ММВ-7-14 / 72@ and clearing the Unified State Register of Legal Entities.

More than 290 thousand companies have been excluded from the Unified State Register of Legal Entities over the past six months. As Vitaly Kolesnikov, head of the Taxpayer Registration and Accounting Department of the Federal Tax Service of Russia, explained, these are mostly inactive companies (220,000) that have not submitted reports to the tax authorities and have not carried out operations on bank accounts over the past 12 months.

The main goal of the Federal Tax Service of Russia when working with the Unified State Register of Legal Entities is to counteract the emergence of fictitious companies and create conditions for healthy competition.

Kolesnikov noted that the possibilities of the tax authorities in carrying out state procedures. registration and verification of information today. For specific and well-defined reasons tax authorities have the right to verify the accuracy of both the information entered for the first time and the information already entered into the Unified State Register of Legal Entities.

« When creating a new company the tax authority has only three days to verify the submitted information and make a decision on registration. The attention of the tax authorities will be attracted primarily by the address to which a large number of companies were previously registered or the fact that one person participates in a large number of companies. Having legal grounds, the tax authority may refuse to establish such a company. If there are no direct grounds for refusal, but there are signs of unreliability of information, then the company will still be entered in the Register. Indeed, I emphasize information about it will be verified. And if it turns out that they are unreliable, and the company does not correct the data, then an entry about unreliability will be made in the Register. This means that it will become available to everyone and will negatively affect the further fate of the company,” Vitaly Kolesnikov explained.

Tax authorities pay special attention to reliability of information during reorganization companies. It is no secret that unscrupulous owners in the past often resorted to fictitious takeover of companies for the so-called "liquidation with debts." The use of new verification tools allowed the tax authorities to reduce by 20.6% the number similar fictitious reorganizations.

The number of attempts was also reduced by almost 10 times scammers avoid tax audits, creditors or legal action by "moving" the company to another region- so, for the first half of 2016, 2099 company migrations were registered, while for the same period last year this figure was 20948. Today, the tax authorities carefully check information about the company at the intended location.

“The same companies, the information about which is true in the Register, should not worry,” Kolesnikov assures. Conscientious companies will only benefit from improving the quality of information entered into the Register, because it is here that they can get real information about their counterparties.”