Interdependent persons. Consolidated group of taxpayers

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Enterprises operating on the market bear a certain responsibility to the state. We are talking about taxes. It's no secret that individuals and legal entities must make mandatory payments to the treasury of the state, in this case the Russian Federation. Of course, the main goal of an organization is to make a profit. The company loses a certain part of its income by fulfilling its obligations in good faith. In addition to the payment itself, it is necessary to maintain quarterly reports, which are subsequently verified by the relevant authorities. In 2012, a new law was introduced in Russia that allowed the organization to save some money. Thanks to this act, personal liability for paying tax is reduced, and the amount of deductions is also reduced.

A consolidated group of taxpayers is an association of legal entities on a voluntary basis, the purpose of which is to reduce income taxes. This is exactly what will be discussed in our article.

Concept

In principle, we spoke above about the main purpose of such a formation. Everyone wants to earn more, and by creating such an association, the desired result can be achieved. Moreover, there is no violation of the law, everything is clean and transparent, and the state also has its own benefit. New enterprises will be created, the successful functioning of which will determine the level of the country's economy.

A consolidated group of taxpayers is a small corporation of several companies, within which the income tax is determined using a common tax base. In other words, during the calculation it is necessary to take into account the expenses and income of all enterprises included in the group. Firms' losses are also considered in general terms, and therefore the amount of tax ultimately becomes significantly less than it was for an individual company.

A participant in a consolidated group of taxpayers is a company that is part of the association and meets the necessary criteria. One group can have several participants who pursue the same goal - to earn more money and give less.

Requirements for creating a consolidated group

Of course, everyone wants to save on taxes, but in order to join this association, a number of conditions must be met. The main requirement: the responsible participant in the formation must directly or indirectly manage 90% of the authorized capital of each participant. It is very important that this situation does not change throughout the existence of the association. To accurately determine the share in the authorized capital, it is necessary to carefully study Article 105 of the Tax Code of Russia.

In addition, the following conditions for creating a consolidated group of taxpayers are identified:

each organization's net assets must exceed its authorized capital;
the company must receive annual revenue of 100 billion rubles or more (this amount can be achieved through the sale of goods and provision of services);
the amount of total taxes paid legally should not be less than 10 billion rubles;
it is necessary that all assets on the balance sheet have a total value equal to 300 billion rubles or more.

It goes without saying that all members of the association should not be at the stages of liquidation, reorganization or bankruptcy. A consolidated group of taxpayers is a formation created for at least two years. In some circumstances, the association may be terminated; we will discuss this in more detail below.

Factors preventing organizations from joining a consolidated group

As with all rules, there are exceptions. Consolidated groups of taxpayers in Russia are being created more and more often. However, not every company can take part in this association. This:

clearing firms;
insurance companies;
participants of free economic zones;
consumer cooperatives focused on credit activities;
organizations that are already members of other consolidated groups;
microfinance firms;
medical and educational institutions that use zero percent on profits;
those who pay taxes on the gambling business.

Many will ask: what about banks and other non-governmental institutions? These organizations can be members of the association only if its other members are similar enterprises.

Main member of the group

As already mentioned, in order to create a consolidated association, a responsible participant is needed who will manage 90% of the authorized capital. Let's take a closer look at this legal entity. The responsible participant in the consolidated group of taxpayers is the organization that is considered the initiating party to the agreement on the creation of the formation. It is this enterprise that is obliged to pay general income tax and submit reports to the relevant authority.

However, this legal entity has the same rights and obligations as a regular taxpayer. The fact that a particular company is a responsible participant is proven by a registered agreement on the “birth” of the group. The company must take responsibility when registering the official paper. If the company is also the largest taxpayer, the entire procedure takes place at the tax office where this participant is served.

Agreement of a consolidated group of taxpayers

To document the creation of a consolidated association, it is necessary to register with the tax authority. This should be done by a responsible participant. It is necessary to collect the entire package of official papers. It includes:

agreement on the creation of a consolidated group (in two copies);
statement of establishment, which will contain the signatures of all participants in the future consolidated group;
accounting and financial documents that will confirm the rights of organizations to participate in the formation.

All papers must be signed by the responsible group member. The list of documents must be submitted to the tax authority before October 30, so that starting next year, enterprises will operate within the framework of the new taxation system. The relevant body makes a decision on the formation of a group within a month.

If minor shortcomings are discovered that can be eliminated within a certain period of time, the tax service gives businesses a chance to correct all errors. If everything is in order, then the association is registered, and within five days one copy of the agreement on the creation of a consolidated group of taxpayers is issued.

After this, additional checks are carried out on the authenticity of the data submitted to the tax service. If no violations are found, then from January 1 of the next year the consolidated group is officially recognized as formed, and from that moment on, the enterprises will operate within the framework of the new taxation system.

Refusal to formalize the contract

After the responsible participant has collected all the necessary documents and submitted them to the appropriate authority, the companies wait for a decision. This may be approval or refusal. If the answer is no, the tax office usually does not explain the reason. Legal entities must identify it independently and re-apply in the future if desired. In general, the list of reasons for which a refusal was received is closed.

Most often the tax office refuses:

if one of the participants in the consolidated association does not meet the requirements;
if the agreement on the creation of a group is drawn up incorrectly;
if the deadline for submitting an application was missed, violations were found that the responsible participant could not eliminate within a certain time;
if the contract contains signatures of unauthorized persons.

The refusal of the tax authority does not put an end to the efforts of legal entities; the application can be resubmitted. Sometimes there are situations when companies write a complaint, and it is satisfied. In case of a tax error, tax registration occurs in the same manner, only the application will be accepted.

An association that meets all requirements and is registered on time is recognized as a consolidated group of taxpayers.

Change in contract

In the process of functioning of a consolidated group of taxpayers, it is possible to change the agreement. This occurs when the following cases occur:

any of the participants is at the stage of liquidation;
a member of the association intends to reorganize;
another organization joins the group;
the participant is about to leave the formation;
extend the term of the contract.

To make changes to the agreement, it is necessary to create a separate sheet; it will be signed by all organizations of consolidated groups of taxpayers that have recently joined. This paper is also sent to the tax authority for verification.

In order for changes to be accepted, you must submit to the appropriate service:

document on the changes made;
message in two copies with signatures of the participants;
documents that confirm the powers of the signatories;
documents confirming the fact that all enterprises meet established requirements.

Changes are made within ten days, after which the authorized person is given one copy of the registration agreement. This document comes into force from the beginning of next year. If new participants have been added, then the income tax of organizations of consolidated groups of taxpayers will change from January 1.

If other reasons led to the registration of the agreement, then the changes come into force on the established date, but not earlier than the registration deadline.

Refusal to register changes

As for the negative decision of the tax authority to register the agreement, here is a list of possible reasons. It is worth noting that refusal in this case comes much less often than when drawing up a contract.

So, the main reasons are the following:

signatures on documents were made by unauthorized persons;
there are violations in compliance with certain conditions;
deadlines for submitting documents to the tax service were violated;
not all official papers were presented.

The taxation of a consolidated group of taxpayers differs significantly from other organizations. Therefore, some enterprises that meet all the necessary requirements are willing to join this association.

Making changes to an agreement is not uncommon, and most companies on the market already know the procedure for submitting an agreement and the review period. Therefore, in principle, there should be no failures, except in cases where the responsible group member made a mistake. The income tax for a consolidated group of taxpayers will be significantly lower than the mandatory payment of each member individually.

Acceptance of a new member into the association and procedure for leaving it

Let's consider accepting a new member into the formation. Since the taxes of the consolidated group of taxpayers differ from other companies, there are more and more applications for admission to the association. The main condition is compliance with all established requirements. In addition, all other group members must agree to be added to their ranks. Only after representatives of all companies have signed can an application be submitted to the tax service. If during the verification it turns out that the organization is not suitable for membership in the group, a refusal will be issued.

If a participant leaves the consolidated association, he or she has certain obligations:

pay income tax for the period in which the enterprise was no longer considered a member of the group;
change the tax payment policy from the reporting date;
submit declarations to the tax authority for periods when the company was not a member of the formation.

Rights and obligations of members of the association

A consolidated group of taxpayers is a voluntary association of organizations that pay income tax. Its main purpose is to pay income tax at a reduced rate.

As in every group, all members of the consolidated formation have their own rights and responsibilities. First, let's talk about the responsible participant in the association. So, the list of his rights includes:

submission of reports and explanations related to the payment of mandatory payments to the tax authority;
presence of a consolidated group of taxpayers during an on-site tax audit;
participation in the consideration of association affairs;
obtaining information about members of a consolidated formation, which is actually a tax secret;
appealing the results of on-site inspections.

Regarding responsibilities:

maintaining reports and declarations with subsequent submission to the tax service;
filing an application for the creation of a consolidated group, as well as agreements in case of changes;
if the association ceases to exist, providing complete information on income tax payments;
in case of failure to fulfill obligations, fines must be paid.

Now let's look at the rights and responsibilities of organizations that are ordinary participants. Among the rights are:

appealing acts of fiscal officials to higher authorities;
performing duties voluntarily;
participation in tax audits in your organization.

Among the responsibilities of a member of a consolidated association, attention is drawn to:

presentation of all information on income tax paid;
in case of failure to fulfill obligations - payment of penalties;
if there is a suspicion of a violation of the terms of the contract, immediately inform the responsible participant about it;
maintaining your own tax report.

On-site tax audit of a consolidated group of taxpayers

It is worth noting that there is nothing unusual about an on-site tax audit. It is carried out within a certain time frame and in the manner prescribed by the Tax Code. The main documents in this case are reports and declarations provided by the responsible member of the consolidated group. If these papers are not enough, the tax authority submits a request for the need to consider other documents. Only the responsible participant works directly with the commission, and the results of the inspection are also communicated to him.

An on-site audit of a consolidated group of taxpayers has distinctive properties:

the audit can be carried out both on the territory of the tax authority and in any organization that is a participant in the consolidated association;
the tax service makes a responsible decision on the audit;
during an audit, members of the formation may conduct counter-investigations on taxes that are not subject to calculation;
the inspection can last about two months, in some cases the period is extended to a year;
additional documents that the commission has asked to provide must be submitted no later than twenty days;
a report on the results of the inspection is drawn up within three months and handed over to the responsible participant;
if there are complaints about the inspection, the responsible participant has the right to send a written complaint within thirty days from the date of receipt of the report.

If, as a result of the audit, violations or arrears in paying taxes were revealed, responsibility is divided among all participants, except in cases where the payment was not made due to the fault of a participant who provided false information.

The subject of an on-site tax audit of a consolidated group of taxpayers is not always a violation. Sometimes it’s just a planned event, so don’t worry ahead of time.

Liquidation of a consolidated group

There are several reasons why an association may cease to operate. Let's consider the main ones, including:

expiration or termination of the contract by agreement of all participants;
recognition by the court of the invalidity of the agreement;
incorrectly drawn up documents on changes to the contract in connection with the acceptance of a new member of the group or the departure of an old one;
liquidation or reorganization of the responsible participant;
bankruptcy of the responsible participant.

If all participants in a consolidated group of taxpayers decide to voluntarily terminate the agreement, then the responsible member of the association must submit a document on termination to the tax authority. Moreover, authorized representatives of all organizations must sign.

In addition, you need to send the original document on the creation of a consolidated group to the tax service. Moreover, this procedure is repeated even if the termination of the association’s activities is based on a court decision or the end of its validity period. After all the necessary documents have been received by the relevant authority, within five days it must notify all tax services where the members of the formation are registered. Officially, the date of termination of the existence of a consolidated group is the 1st of the next tax period.

Summarizing all of the above, it is worth noting that a consolidated group of taxpayers is an association of legal entities pursuing the goal of combining their expenses and income. This is necessary so that the total income tax is significantly less. In this way, companies save money and increase profits. To join this association, you must meet certain requirements. Recently, the number of attempts to create a consolidated group of taxpayers has increased several times. Businesses are beginning to realize that by working together, everyone can benefit.

Income tax is an integral part of the burden of every organization. Constant control by tax authorities, a complex system for accounting for profits and losses - all this cannot be avoided. But you can somewhat lighten this obligatory burden by sharing it with your “colleagues in the shop,” that is, with other organizations, by creating consolidated group of taxpayers(KGN).

KGN - Consolidated Group of Taxpayers

Let's consider what the law says about such associations, for which legal entities they are suitable, what are the features and pitfalls of such a union, as well as the specifics of its conclusion.

Legislative aspects of the KGN

The possibility of creating a consolidated group of taxpayers is provided for in Articles 3.1, 8, 25 of the Tax Code of the Russian Federation.

According to the definition given in the Tax Code, KGN is a union on a voluntary basis, concluded between organizations without forming a new legal entity, created for the purpose of streamlining the tax base of the income tax.

On November 16, 2011, Federal Law No. 321-FZ “On amendments to parts one and two of the Tax Code of the Russian Federation in connection with the creation of a consolidated group of taxpayers” was adopted, which introduced this concept and procedure into the Tax Code of the Russian Federation.

Main signs of CGN

The specifics of joining a consolidating group provide for a number of features that such a procedure and all its participants must comply with.

Organizations have a fairly high degree of participation in one another, for example:
- are members of the holding;
- the main community controls the subsidiaries;
- organizations participate in each other's authorized capital.
The period for creating such a group cannot be less than 2 tax periods.
The association of all members of the Group of Companies can be considered as a single economic unit.
Participation in the CGN is secured by the conclusion of a special agreement.
Income tax is calculated on the basis of the total profit (or loss) of all organizations included in the consolidated tax group.

FOR EXAMPLE: KGN includes three LLCs: Prima, Sekunda and Tertsiya. At the end of the year, Prima’s profit amounted to 70 million rubles, Sekunda reported zero profit in the report, and Tertsiya was at a loss of 50 million rubles. If they were not part of the Group of Companies, Prima would have paid income tax on 70 million, and Sekunda and Tertsiya would have paid nothing. Subject to the validity of the agreement on the creation of a consolidated group of taxpayers, the total income of the three participants will be 70 + 0 – 50 = 20 million rubles. Each of the participants will pay tax on this exact amount, which represents a direct benefit for Prima, which is a responsible participant and controls a significant part of the authorized capital of its “sisters” in the tax base.

IMPORTANT! If the total indicator of the tax base turns out to be negative, then there is a loss for the entire consolidating group, and in this case no income tax is paid.

Goals of the association in KGN

Why should the participants enter into an agreement on such cooperation? Participation in consolidation allows you to obtain the following benefits:

combine the tax bases of several organizations;
centrally calculate and pay income tax;
reduce the amount of tax paid;
reduce tax control;
“average” profit and loss indicators, thereby consolidating the base.

NOTE! If CGN participants enter into transactions with each other, there will be no control over them, as there is over transfer entities (except for transactions on mineral resources). Debts between participants are also not taken into account.

KGN participants

Any organization that meets the criteria established by the Tax Code and is not subject to current restrictions can enter into an agreement on amalgamation into a consolidated group of people, and these requirements must be relevant throughout the entire term of the agreement being concluded. These conditions are as follows:

one of the participants has at least 90% of the share in the authorized capital of the remaining legal entities members of the Group of Companies (directly or indirectly);
the legal entity is not in the process of declaring bankruptcy, reorganization or liquidation during the term of the contract;
the net assets of the legal entity at the time of concluding the agreement are greater than its authorized capital.

Responsible Participant

One of the participants of the group of groups is responsible, the rest are recognized as equal. The “main” person of the Group of Companies processes the annual results received from all other participants, calculates and pays the total income tax on behalf of the entire Group of Companies. It is from him that the tax regulatory authority will ask for a declaration and documents during control activities.

In turn, the responsible participant reports to other members of the community, providing them with information about the tax difference at the end of the reporting period.

PLEASE NOTE! The creation of a consolidated group of taxpayers does not relieve each participant of the obligation to calculate their own tax base and provide all reporting documents. If the responsible participant has not fulfilled its contractual obligation, income tax must be paid by each organization independently.

Which organizations are not entitled to join the KGN?

There are a number of limits that limit the possibility of creating corporate tax groups for various types of organizations. In addition to those that do not meet the conditions listed above, legal entities carrying out certain types of activities will not be able to enter the KGN:

who are taxpayers under special regimes;
resident legal entities of special economic zones;
exempt from income tax;
organizations in the educational and medical spheres with a zero rate for this tax;
gambling businessmen;
clearing companies;
organizations already members of another group;
banking organizations, if all members of the Group are not banks.

How is the KGN organized?

All participants in such a group must be active parties to a specially concluded agreement. Thus, in order to trigger the effect of the consolidated group tax, you need to conclude a written agreement valid for at least 2 reporting periods and register it with the tax authority. This agreement and accompanying documents must be submitted to the Federal Tax Service no later than October 30 of the year preceding the first consolidated tax period.

The contract must contain all significant conditions provided for by law:

item;
names and details of participants;
allocation of a responsible participant;
his powers;
deadlines for fulfilling the obligations and rights of all parties;
liability for evasion of obligations;
conditions for calculating the total tax base;
the procedure for tax payments, including advance payments;
the duration of the contract is the number of whole years greater than two (you can indicate the perpetuity of the contract).

If necessary, changes can be made to the contract if:

one of the participants of the consolidated group of companies during the period of validity of the agreement turned out to be bankrupt, is reorganized or liquidated (the deadline for filing is one month before the occurrence of the event);
a new member joins the group (a new document must be submitted to the Federal Tax Service no later than a month before the start of the new tax period);
one of the members leaves the group (same time frame);
there is a desire to extend the term of the contract (register no later than a month before the expiration of the old contract).

Documents for registering changes in the CTG agreement

The responsible participant submits changes to the agreement for registration with the Federal Tax Service in the form of a document signed by all parties to the agreement, together with the accompanying package of documents. The tax authority must return this document with a registration mark within ten days.

For the tax office you need to prepare the following papers:

notification that changes are being made to the agreement on the creation of the Group of Companies;
agreement to amend the contract with the signatures of all participating organizations (in 2 copies);
confirmation of the authority of the signatories;
confirmation of the conditions for compliance with the requirements for participation in the group;
when extending the period - the corresponding decision (2 copies).

Traditionally, each organization bears the burden of responsibility for its own tax obligations associated with the calculation of the tax base and the preparation of reports independently. But if we are talking about a company operating on the OSN, that is, a profit tax payer, the legislation offers a certain alternative that allows, firstly, to somehow get rid of the personal obligation to calculate and pay tax, and secondly, to reduce the tax taxes themselves deductions. This is possible within the framework of the work of a consolidated group of taxpayers.

What is a consolidated group of taxpayers

A consolidated group of taxpayers or CTG is a voluntary association of several organizations, within which income tax is calculated from the total tax base. When determining it, the income and expenses of all organizations included in the group are taken into account. Since losses within the corporate group tax are also taken into account for all participants as a whole, this ultimately makes it possible to significantly reduce the total amount of income tax.

Conditions for creating and joining the KGN

The operating procedure of organizations within a consolidated group of taxpayers is defined in Chapter 3.1 of the Tax Code. Thus, the creation of a corporate group by several organizations presupposes the fulfillment of the following conditions:

one of the organizations of the created CGN directly or indirectly participates in the authorized capital of other organizations of the group, and its share in each of them must be at least 90%, and this condition must be observed throughout the entire term of the agreement on the creation of the CGN;
in the year preceding the creation of the CGN, all organizations that plan to merge in this way must pay at least 10 billion rubles in VAT, excise taxes, income tax and mineral extraction tax. This calculation does not include taxes related to the conduct of foreign economic activity, that is, paid when moving goods across the customs border;
in the same year, the total revenue from the sale of goods, works and services for all organizations should be at least 100 billion rubles according to the financial statements;
the total book value of assets of all organizations included in the group as of December 31 of the previous year should not be less than 300 billion rubles.

In addition, Article 25.2 of the Tax Code defines, relatively speaking, individual conditions for joining a consolidated group of taxpayers. Thus, an organization planning to join the consolidated group of people should not be in the process of reorganization or liquidation, there should be no insolvency (bankruptcy) proceedings against it, and the size of its net assets should exceed the size of the authorized capital.

At the same time, residents of special economic zones, companies with special regimes, that is, those who do not pay income tax, as well as companies that calculate this tax at a zero rate (for example, educational or medical institutions), payers of tax on gambling business, clearing organizations and third-party group members. In addition, banks, insurance organizations, non-state pension funds and professional participants in the securities market cannot form such a group with organizations engaged in other types of business. That is, for such companies, KGN is possible only in alliance with their own kind, within the framework of a specific area of activity.

Agreement on the establishment of the KGN

The agreement on the creation of a consolidated group of taxpayers is concluded for a minimum of two years. It appoints a responsible participant in the Group of Groups of Companies, who will carry out settlements with the budget for the group as a whole, also provides details of all parties to the agreement, and lists the powers that other organizations transfer to the responsibility of the responsible participant.

This agreement must be registered with the tax office. To do this, before October 30 of the year, before starting work within the framework of the consolidated group tax, the responsible group member submits to the tax authority an application for registration of the agreement, signed by all organizations included in the group, two copies of the agreement on the creation of the consolidated group, documents on the powers of the persons who signed the agreement, as well as papers confirming that participants have fulfilled the conditions for joining and being in the group. Documents are submitted to the Federal Tax Service at the place of registration of the responsible participant of the consolidated group of taxpayers, unless he belongs to the category of the largest taxpayers. In this case, you need to submit a package of papers to the Federal Tax Service at the place of registration of this organization - the responsible participant of the group of taxpayers as the largest taxpayer. If all conditions are met, the Federal Tax Service will register the agreement within a month, and work within the newly created group will be possible starting from January 1 of the next reporting year.

If the number of group members changes, that is, a new company joins the consolidated group or one of the organizations decides to liquidate, then the agreement on the creation of a consolidated group requires appropriate changes. Amendments requiring their registration with the Federal Tax Service are also made in the event of an extension of the validity period of the agreement on such cooperation.

Keeping records in KGN

Each member of the consolidated group of taxpayers keeps records of their own income and expenses independently in accordance with the requirements of the Tax Code of the Russian Federation, as well as PBU 18/02 “Accounting for calculations of corporate income tax.” Data is recorded in accounting according to all standard rules for recording transactions, but on a separate account 78 “Settlements with members of a consolidated group of taxpayers.” Further, information on accounting data, as well as tax registers, is passed on to the responsible participant by all other organizations that are part of the CTG. The deadlines for the transfer of this information, by the way, are also clearly defined by the agreement on the creation of the Group.

It is the responsible group member who is responsible for determining the tax base and the amount of tax for the reporting or tax period. The consolidated tax base for income tax for all organizations within the group is calculated as the arithmetic sum of income reduced by the arithmetic sum of expenses of all participants of the consolidated tax group. A negative difference, if it arises, is recognized as a general loss of the consolidated group of taxpayers.

The income tax return for all organizations as a whole is also submitted by the responsible participant of the consolidated group of taxpayers. The report is submitted to the Federal Tax Service where the agreement on the creation of a consolidated group was registered.

However, there is an exception: if a separate organization within the consolidated group of taxation receives income that is not included in the total tax base of the group, for example, dividends from participation in the authorized capital of a third-party company, then it is obliged to report on this income independently (clause 7 of article 289 of the Tax Code RF).

Once again about the advantages and disadvantages

As you can see, working as part of a consolidated group of taxpayers, although it requires certain preparatory and registration actions at the beginning, can then greatly facilitate the tasks of accounting and reporting, and, most importantly, reduce overall tax contributions to the budget. Another important advantage of the Group of Companies is that transactions concluded between its participants are in most cases not subject to control over the transfer entity, despite the presence of a factor of interdependence in the ownership of shares in the management company among organizations included in the group. However, it should be noted that the rather high limits on the requirements for joining the KGN make it possible to work within such a group only for representatives of large businesses, but, unfortunately, not for small enterprises.

Consolidated group of taxpayers- a voluntary association of corporate income tax payers on the basis of an agreement on the creation of a consolidated group of taxpayers in the manner and under the conditions provided for by the Tax Code of the Russian Federation, for the purpose of calculating and paying corporate income tax, taking into account the total financial result of the economic activities of these taxpayers (clause 1 of Art. . 25.1 NK)

Maintaining the institution of a consolidated group of taxpayers.

The concept of tax consolidation in a group of companies has long been discussed by specialists and government officials, so the novelties were expected by the business community. Consolidation of taxation of holding participants when paying income tax corresponds to the practice of most foreign countries and the law of the European Union. The consolidated taxes, the grounds for consolidation, including the perimeter of consolidation, the mechanism for consolidation and tax payment may differ, but the principle itself, that group members are treated as one economic unit, is basic for the legislation of most countries.

Summarizing foreign practice, D. Vinnitsky identifies two significantly different models of consolidated taxation of holdings. “According to the first, consolidation is carried out by “incrementing” the tax legal personality of the parent (management) company, i.e. the parent organization gets the opportunity to take into account the financial result of the activities of subsidiaries when calculating and paying a number of taxes. To put it simply, in this case, for the purpose of calculating certain taxes, subsidiaries companies are equal in their legal status to branches of a legal entity - the parent company. In accordance with the second model, for tax purposes, the entire corporate association (holding) is recognized as having legal personality from the point of view of tax law, which, in relation to a number of taxes, acts as a single taxpayer, providing centralized tax accounting. corresponding tax payments. Theoretically, the burden of fulfilling the obligations of a consolidated taxpayer can be assigned to any company included in this corporate association (holding)."

Based on the analysis of the Law “On a Consolidated Group of Taxpayers”, the consolidation of taxation of the profits of group members proposed in it does not change the basic principles of taxation established by Russian legislation and does not provide for the creation of a new subject of taxation in the form of a consolidated group. At the same time, holding participants are considered as a consolidated group of taxpayers (hereinafter referred to as CTG), which are not just a set of independent organizations, but a kind of economic unity, within the framework of which consolidated tax accounting is maintained (objects, deductions, income, expenses) and a consolidated consolidated tax base is formed with the imposition of the obligation to pay tax on one of the group members and joint liability (for payment of tax, penalties, fines) of all members of the group.

The right to consolidated taxation established by the Law - addition of income and losses, offset of intra-company turnover, transfer of income and products between parent and subsidiary business companies - should be considered as a preference for groups of companies. The application of the consolidated income tax calculation regime will also relieve taxpayers from the control of tax authorities over transfer pricing between interdependent parties performing controlled transactions. A visible disadvantage of profit tax consolidation for entrepreneurs is the possibility of bringing members of a consolidated group of taxpayers to joint liability for paying profit tax for other participants. According to paragraph 7 of Art. 46 of the Tax Code of the Russian Federation in the new edition in relation to the corporate income tax under the consolidated group tax, the tax authority has the right to collect tax at the expense of other property of one or more participants in this group if there is insufficient or no funds in the bank accounts of all participants of the specified consolidated group of taxpayers or in the absence of information about their accounts. It is also important to note that the transition to the consolidation of profit taxation is voluntary, so each group of companies has the right to independently weigh the pros and cons of the new tax regime and make the most appropriate decision for itself.

Federal Law No. 321-FZ dated November 16, 2011 amended the Tax Code of the Russian Federation by adding a new chapter 3.1 “Consolidated group of taxpayers”.

Purposes of creating a consolidated group

1) In the case of creating a consolidated group of taxpayers, the consolidated tax base for income tax is subject to determination, which is defined as the arithmetic sum of the income of all participants in this group, reduced by the arithmetic sum of the expenses of all its participants.

At the same time, the negative difference in accordance with Chapter 3.1 of the Tax Code of the Russian Federation recognized as a loss for the consolidated group of taxpayers.

2) Considering that as a result of summing up the received income and expenses of all group members, the resulting result will already take into account the received losses in relation to one or more organizations that are part of the group, then when creating a consolidated group of taxpayers, the amount of income tax subject to payment to the budget.

3) As an additional advantage, it is worth noting that participants in a consolidated group of taxpayers do not submit tax returns to the tax authorities at their place of registration if they do not receive income that is not included in the consolidated tax base of this group. Such income includes income taxed at other rates, or income in the case of withholding and payment of income tax at the source of payment.

4) Tax reporting, as well as tax payment, is carried out for the entire group by the responsible group member, based on tax accounting data received from the remaining participants in the consolidated group of taxpayers.

Conditions for creating a consolidated group and participating in it

The conditions for creating a group and participating in it are currently quite strict. In this regard, it can be assumed that the creation of consolidated groups of taxpayers will be an isolated phenomenon.

Organizations participating in the CRP must comply "property" criteria- their total indicators for the previous year should be: - 10 billion rubles. - in relation to income tax, VAT, excise taxes, mineral extraction tax (excluding customs duties); - 100 billion rubles. - in relation to sales revenue and other income; - 300 billion rubles. - in relation to assets according to financial statements (clause 5 of Article 25.2 of the Tax Code of the Russian Federation). Certain business entities, in particular residents of free economic zones, banks, pension funds, securities market participants, organizations applying special regimes and in special areas of activity, for example clearing, medical (see more in paragraph 6) cannot be participants in the consolidated group of companies. Article 25.2 of the Tax Code of the Russian Federation). An organization cannot simultaneously be a member of several corporate groups.

To the main restrictions When creating a consolidated group, the following should be included:

a consolidated group can be created by organizations provided that one organization directly and (or) indirectly participates in the authorized (share) capital of other organizations and the share of such participation in each such organization is at least 90 percent ( clause 2 art. 25.2 Tax Code of the Russian Federation);

the total amount of VAT, excise taxes, corporate profit tax and mineral extraction tax for the previous period (excluding VAT amounts associated with the movement of goods across the customs border of the Customs Union) must be at least 10 billion rubles. ( Subclause 1, Clause 5, Article 25.2 of the Tax Code of the Russian Federation);

the total revenue (for all organizations combined) for the previous period should be at least 100 billion rubles. ( Sub-clause 2, clause 5, Article 25.2 of the Tax Code of the Russian Federation);

the total value of assets must be at least 300 billion rubles. ( subclause 3 clause 5 art. 25.2 Tax Code of the Russian Federation).

Participants in a consolidated group of taxpayers can only be organizations that pay income tax in the “general manner.” That is cannot be members of a consolidated group of an organization:

applying special tax regimes,

who are residents of special economic zones,

having an income tax exemption.

Banks, insurance organizations, professional participants in the securities market, non-state pension funds can create consolidated groups within the framework of their professional interests. For example, a bank can only be a member of a consolidated group of taxpayers in which all group members are banks.

The introduction of a new concept of a “consolidated group of taxpayers” has been talked about for a long time, but the law was adopted only in November 2011. Application of the new procedure will be possible from January 1, 2012. I.A. Baimakova, in the article we bring to your attention, we will consider the main provisions of the new Chapter 3.1 “Consolidated Group of Taxpayers” of the Tax Code of the Russian Federation and the Federal Law of November 16, 2011 No. 321-FZ, which amended the Tax Code of the Russian Federation in connection with the introduction of the mentioned chapter.

What is a consolidated group of taxpayers?

A consolidated group of taxpayers is a voluntary association of payers of corporate income tax on the basis of an agreement on the creation of a consolidated group of taxpayers in the manner and under the conditions provided for by the Tax Code of the Russian Federation, for the purpose of calculating and paying corporate income tax, taking into account the total financial result of the economic activities of these taxpayers (p 1 Article 25.1 of the Tax Code of the Russian Federation).

Purposes of creating a consolidated group

In the case of creating a consolidated group of taxpayers, the consolidated tax base for income tax is subject to determination, which is defined as the arithmetic sum of the income of all participants in this group, reduced by the arithmetic sum of the expenses of all its participants.

In this case, a negative difference in accordance with Chapter 3.1 of the Tax Code of the Russian Federation is recognized as a loss for the consolidated group of taxpayers.

Considering that as a result of summing up the received income and expenses of all group members, the resulting result will already take into account the received losses in relation to one or more organizations that are part of the group, then when creating a consolidated group of taxpayers, the amount of income tax payable in budget.

As an additional advantage, it is worth noting that members of a consolidated group of taxpayers do not submit tax returns to the tax authorities at their place of registration if they do not receive income that is not included in the consolidated tax base of this group. Such income includes income taxed at other rates, or income in the case of withholding and payment of income tax at the source of payment.

Tax reporting, as well as tax payment, is carried out for the entire group by the responsible group member, based on tax accounting data received from the remaining members of the consolidated group of taxpayers.

Conditions for creating a consolidated group and participating in it

The main restrictions when creating a consolidated group include the following:

a consolidated group can be created by organizations provided that one organization directly and (or) indirectly participates in the authorized (share) capital of other organizations and the share of such participation in each such organization is at least 90 percent (Clause 2 of Article 25.2 of the Tax Code of the Russian Federation) ;
the total amount of VAT, excise taxes, corporate profit tax and mineral extraction tax for the previous period (excluding VAT amounts associated with the movement of goods across the customs border of the Customs Union) must be at least 10 billion rubles. (Subclause 1, Clause 5, Article 25.2 of the Tax Code of the Russian Federation);
the total revenue (for all organizations combined) for the previous period should be at least 100 billion rubles. (Subclause 2, Clause 5, Article 25.2 of the Tax Code of the Russian Federation);
the total value of assets must be at least 300 billion rubles. (Subclause 3, Clause 5, Article 25.2 of the Tax Code of the Russian Federation).

Participants in a consolidated group of taxpayers can only be organizations that pay income tax in the “general manner.” That is, they cannot be members of a consolidated group of organizations:

applying special tax regimes,
who are residents of special economic zones,
having an income tax exemption.

Procedure for creating a consolidated group

The activities of the consolidated group are carried out on the basis of the provisions of Chapter 3.1 of the Tax Code of the Russian Federation and the agreement on the creation of the group, the requirements for which are determined by Article 25.3 of the Tax Code of the Russian Federation. A group can be created for a period of at least two years.

In an agreement on the creation of a group of taxpayers, one of the participants is assigned the responsibility for calculating and paying income tax for the consolidated group.

This participant exercises the same rights and bears the same responsibilities as income tax payers.

An agreement on the creation of a consolidated group of taxpayers is subject to registration with the tax authority at the location of the organization - the responsible member of the group.

The procedure for providing a registration agreement is defined in paragraph 6 of Article 25.3 of the Tax Code of the Russian Federation. To pay income tax for a consolidated group, it is necessary to provide an agreement and registration documents from January 1 of the next year no later than October 30 of the current year.

Thus, to apply the new procedure from January 1, 2013, documents must be submitted to the tax authority before October 30, 2012. In this case, the restrictions discussed above are determined based on the results of activities for 2012.

At the same time “the share of the profit of each participant in the consolidated group of taxpayers and each of their separate divisions in the total profit of this group is determined by the responsible participant in the consolidated group of taxpayers as the arithmetic average of the share of the average number of employees (labor costs) and the share of the residual value of the depreciable property of this participant or a separate division, respectively, in the average number of employees (labor costs) and the residual value of depreciable property"(Clause 6 of Article 288 of the Tax Code of the Russian Federation).

Accordingly, the amount of profit is determined based on the received share of profit and the received total profit of the consolidated group of taxpayers.

When transferring the amount of tax (advance payment) to budgets, the responsible participant must be guided by the following principle:

payment of tax (advance payment) to the federal budget is carried out at its location without distributing the amounts among group members;
Tax payment to the budgets of the constituent entities of the Russian Federation is carried out based on the profit attributable to each member of the consolidated group and the tax rate in force in the territories where the corresponding members of the consolidated group are located.

In case of non-payment (incomplete payment) of income tax by the responsible group member, paragraph 11 of Article 47 of the Tax Code of the Russian Federation provides for a special procedure for collecting tax:

first of all, recovery is made from cash and funds in the banks of the responsible group member;
secondly, recovery is made from cash and funds in the banks of the group members;
thirdly, recovery is made at the expense of other property of the responsible participant;
fourthly, recovery is made at the expense of other property of the group members.

Features of conducting tax audits for a consolidated group

In general, a desk audit of a consolidated group of taxpayers is carried out in the usual manner provided for by the Tax Code of the Russian Federation, on the basis of tax returns (calculations) and documents submitted by the responsible member of the group, as well as on the basis of documents available to the tax authority.

If it is necessary to request additional documents, the tax authority requests documents only from the responsible participant.

All necessary explanations and documents for the consolidated group of taxpayers are provided to the tax authority upon request by the responsible member of this group.

The procedure for conducting an on-site tax audit of a consolidated group of taxpayers is determined by the new Article 89.1 of the Tax Code of the Russian Federation.

Let's pay attention to the following points:

1. The inspection can be carried out on the territory (premises) of any group member. If it is not possible to provide premises for the inspection, then the inspection is carried out at the location of the tax authority.

2. The decision to conduct an audit of the consolidated group is made by the tax authority that registered the responsible group member.

3. The check can be carried out on all group members.

4. In parallel, independent audits of group members may be carried out on taxes that are not subject to calculation and payment by this consolidated group.

5. The inspection period is 2 months. But the verification period may be increased by a number of months equal to the number of group members, but not more than one year.

6. Documents requested by inspectors must be provided within 20 days.

7. The report on the results of the on-site tax audit must be prepared within three months from the date of drawing up the certificate of the audit. The act is handed over to the responsible group member within 10 days from the date of its preparation.

8. Written objections are submitted by the responsible group member to the tax authority within 30 days from the date of receipt of the act.

At the end of the brief review of the new provisions of the Tax Code of the Russian Federation related to the introduction of a consolidated group of taxpayers, attention should be paid to the distribution of responsibility in the event of non-payment or incomplete payment of income tax by the responsible participant of the consolidated group in the event of reporting to him inaccurate data (failure to report data).

Paragraph 4 of Article 122 of the Tax Code of the Russian Federation provides that if the incorrect calculation of the amount of income tax and, accordingly, its incomplete payment is caused by the reporting of inaccurate data (failure to report data) that affected the completeness of tax payment by a participant in the consolidated group of taxpayers, then this circumstance is not recognized as an offense .

Responsibility in this case, according to the new Article 122.1 of the Tax Code of the Russian Federation, is assigned to the group member who provided false data. For this violation, liability is provided in the amount of 20% of the unpaid tax amount or 40% if the acts were committed intentionally.

Conclusion

The practice of paying tax on the totality of the activities of several organizations of individual legal entities is new for the Russian Federation.

Time will tell how successful the proposed approach will be. It can be assumed that if the innovation is successfully implemented, the requirements for consolidated groups provided for by this law will be reduced, and the opportunity to pay income tax based on the total results of work will be available to a wider range of taxpayers.