In the current legislation, the concept of a legal address is not defined. The term "actual address" is not disclosed in the norms. This in some cases significantly complicates the conduct of business and various kinds of correspondence. Participants in legal relations do not always understand what kind of address in question. Particularly relevant is the problem when making transactions with legal entities. For example, when purchasing a product in case of detection of its defects, the consumer must know where to go with complaints.
Normative base
Many people, when asked about what the actual address means, will easily answer that this is the place where the subject really is. Meanwhile, in the norms of the current Civil Code there are no indications of this concept. Instead, the terms "location" or "address of actual residence" are used. These concepts are also used in documents.
As paragraph 2 of article 54 of the Civil Code establishes, the location of a legal entity is the place at which it is registered. State registration, in turn, is carried out at the location of the executive body of the company (permanent). If such a structure is absent, then registration is carried out at the address of another body or person authorized to act on behalf of the enterprise without a power of attorney.
Confusion in terms
According to the above information, at first glance, everything is simple. However, logical questions arise: how did other concepts appear, what is common between them?
It should be said that in the previous version of the Civil Code, which was in effect until July 2002, the place of state registration of the entity was recognized as the location, unless otherwise provided in the constitutional documentation. As a result, this norm was interpreted and applied by business entities quite widely and often in their interests. Accordingly, many business organizations usually had several addresses. Moreover, in judicial practice, the lawfulness of the discrepancy between the actual and legal addresses was recognized. Accordingly, these concepts were automatically shared by the courts.
For example, in one of the cases, the court ruled that the location (actual address) and postal (legal) may not coincide. This, in turn, does not entail the mandatory introduction of amendments to the constituent documentation of the enterprise and cannot be regarded as a violation of the norms of the current Civil Code and Tax Code.
Thus, the state registration of the company was carried out at one address, and direct activity was carried out at another.
Law Amendments
From the time of the previous Civil Code to the present, some norms contain references to the actual and legal addresses. For example, in the Federal Law "On Education", it is prescribed in the charter of the institution where it is located (legal address, actual address). These concepts, as can be seen, are identified.
Since address mismatch in the conduct of activities by organizations is quite common at present, a number of laws have been amended. For example, in paragraph 4 of clause 1 of part 320 of the article of the agro-industrial complex, an addition was added that the writ of execution, among other information, should indicate the location and actual address. Of course, this information is reported if it is known. Similar changes were made to the Federal Law "On Enforcement Proceedings".
findings
Based on the above information, it can be concluded that the jurradres is the location of the person indicated in the constituent documentation.
The actual address is a different address than the location. According to it, the company conducts activities, stores documents. At the same address is the head of the legal entity.
IP address
This attribute is of particular practical importance to the entrepreneur. The IP address is required when opening a bank account in a bank, filling out accounting documents, signing contracts.
As in the case of organizations, the legislation does not define the concept of legal entity SP. However, its signs can be distinguished by analogy:
- Legal name is the address of the actual registration. That is, we are talking about the information specified in the stamp in the passport.
- The actual address is the place of business.
For some entrepreneurs, these addresses are the same.
registration
Registration of individual entrepreneurs is carried out at the place of registration, and not at the address of actual residence. This rule is enshrined in Article 8 of the Federal Law No. 129.
The place of residence is the address at which the subject permanently or predominantly resides. To register as an individual, a person needs to contact the IFTS at the place of registration. The address of the actual place of residence does not matter. A subject with a temporary residence registration is registered at the address of permanent registration with the FMS. Exceptions are cases when the latter is absent in a person. In this situation, he must contact the IFTS at the place of temporary residence.
As practice shows, the address of actual residence coincides with the place of permanent registration in the FMS. Accordingly, registration will be made at the IFTS at the place of residence.
Change of legal address
If the organization changes its location, this should be indicated in the constituent documentation. With regard to changes in the actual address, the law does not impose requirements for the adjustment of documentation. In fact, only the place of business is changed, and the registration address remains the same.
Corrections of constituent documentation are carried out by the authorized executive body of the organization. In accordance with paragraph 4 of article 18 of the Federal Law "On State Registration of Individual Entrepreneurs and Legal Entities," when changing the location of the company, the registering service makes a corresponding entry in the USRLE. The registration file is sent to the new address of the organization.
Documents
To change the location (legal address) of a company, it is necessary to submit to the IFTS:
- Statement on f. P13001
- The decision adopted by the general meeting on making appropriate changes to the constituent documentation.
- New edition of the charter.
- Receipt of payment of duty.
State registration of changes is made within five days from the date of receipt of documents.
Accounting at the Federal Tax Service Inspectorate
As established in paragraph 4 of clause 84 of the Tax Code, if the payer changes his location, the Federal Tax Service Inspectorate deregisters it on the basis of the data specified in the register. In this case, the documents in accordance with which the procedure is carried out, are sent to the tax authority at the new location.
When registering in the new IFTS, the checkpoint changes, and the TIN remains the same. Registration of a legal entity is carried out during the working day following the date of receipt of the extract from the register. A new certificate must be issued within five days.
Accounting in statistical bodies and extrabudgetary funds
Removal and registration of a legal entity is carried out by the funds independently in accordance with information received from the IFTS.
The registration authority within five days sends the data in electronic form to the territorial units of the PFR, FSS, Rosstat. These structures also register within 5 days from the date of receipt of the relevant information.
Registration in the MHIF is carried out in the territorial units of the FIU.
To receive an information notification with OKVED codes after changing the location of the organization, its representative must independently contact the Rosstat branch.
Bank Notification
As a rule, in contracts with financial organizations there is a clause according to which the client should be notified of any significant changes in its activities. Accordingly, a legal entity must notify the bank of a change of location, as well as the actual address. The notification is sent within three days after their registration.
Change in employment contracts
The citizen's place of work is considered an essential condition of the labor agreement. As article 72 of the Labor Code establishes, changes to the terms of the contract, including transfer to another place of activity, are made by agreement of the parties, except as expressly provided by law. Accordingly, when changing the actual address of the company, employment contracts with employees must be renegotiated. In this case, several nuances should be taken into account.
The need to amend labor contracts will depend on how the actual address is indicated in the document. A sample of any contract contains the details of the parties. The document may be written, for example, as follows: LLC Strelka, Oryol. If the address has changed within the locality, then this is recognized as moving the employee to another location with the same employer in the same locality. Accordingly, the written consent of the employee is not required. It is not necessary to amend the contract.
If in the agreement, in addition to the name of the enterprise, the full address is indicated, when it is changed, the rules of article 74 of the LC apply. The employer must notify the employee in writing within 2 months. about the proposed changes and the reasons for which they are associated.
Mailing address
This concept is often used in practice. Many believe that the postal address is the actual address at which the entity conducts business, receives correspondence.
There is another opinion. Some believe that the postal address is the location of the enterprise, i.e., the state registration address with postal service. I must say that the organization can receive letters and other correspondence without reference to the actual (legal) address, that is, to the post office box. Turning to the regulatory provisions.
As established in paragraph 2 of the Rules, in accordance with which postal services are provided, the postal address is the location of the subscriber with the index of the corresponding branch. The same regulatory document stipulates the requirements according to which the mailing address should be indicated. The rules establish the following sequence:
- Street name and house number.
- The name of the city, town or other settlement.
- The name of the district.
- The name of the subject of the Russian Federation.
- Name of the country.
- Index.
Difficulty in practice
Today, many companies do not match their actual and legal addresses. There are various reasons for this. The most common is the lack of the ability to acquire property for business. Only large enterprises can buy objects. Representatives of medium-sized businesses have to rent premises and buildings.
In practice, not all owners who provide objects for use agree that their property address should be used during registration with the IFTS. One way to solve the problem is to register at the address of the CEO or founder of the company. This option, however, has several disadvantages.
When registering a company at the address of the founder or general director, the tax service will send checks to the living quarters of the corresponding citizen. In addition, other problems may arise. For example, a citizen may be suspected of improper use of housing.
In order to avoid all sorts of difficulties, legal entities began to buy addresses from intermediary companies involved in state registration of enterprises. Such firms offer a fairly wide range of services. For example, it can be a service at an address that includes receiving and transmitting correspondence, receiving messages, calls with subsequent transfer to their organization and other actions that create the impression of real activity of the enterprise at the acquired address.
Conclusion
It seems that the current legislation is designed for the good faith of business entities, since the regulatory acts do not establish a clear algorithm for checking information, including the location of the permanent executive structure of the legal entity.
In practice, address mismatch is often established by regulatory authorities by accident. For example, violations are detected during verification activities or in the event that interested persons or other government agencies contact the IFTS. In such cases, the actions of a legal entity are recognized as unlawful, which entails administrative responsibility under part 3 or 4 of Art. 14.25 Administrative Code.
In addition, on the basis of the Federal Law No. 129, the registering service may appeal to the court with a request to liquidate the organization in connection with the revealed gross violations of the law, if they are unrecoverable or committed repeatedly. As practice shows, courts often refuse tax authorities to satisfy such statements. In their decisions, the authorities refer to the fact that the absence of a legal entity at the location indicated in the unified state register of legal entities is recognized as a recoverable violation.