How will registering for a virtual address help a business

A package of bills has been submitted to the State Duma that allows the registration of legal entities and individual entrepreneurs (IP) by e-mail. Document posted July 11 in the legal framework of the lower house. Its authors are a group of deputies from the “New People” headed by the Vice-Speaker of the State Duma Vladislav Davankov.

According to the proposed changes, it will be possible to register an individual entrepreneur or legal entity through a special system using e-mail – this will determine the legal address of the organization. This will require amendments to the law “On State Registration of Legal Entities and Individual Entrepreneurs” and to Part 1 of Art. 54 of the Civil Code (CC) of the Russian Federation.

The proposed bills meet the objectives of the digital transformation of the Russian economy, the promotion of remote forms of employment, as well as the request of small and medium-sized businesses to reduce costs, the explanatory note says.

One of the authors of the bill, a member of the State Duma Committee on Information Policy, Information Technology and Communications, Anton Nemkin (United Russia), in a conversation with Vedomosti, pointed to “new realities in the work of Russian enterprises” – first of all, these are remote or hybrid formats of work . However, regulatory requirements for a place of registration entail significant costs for companies, which must pay not only rent, but also utilities, he said.

“I would like to give companies the opportunity to focus their resources on launching new projects, and in general, strengthening the capacity to work in difficult conditions. The ability to register using an email address is just a step in this direction,” the deputy is sure.

The bill refers to the creation of an electronic system for the virtual registration of individual entrepreneurs and legal entities. According to Nemkin, this system can be developed after the legal basis for it is created. “Today it is important for us to create organizational prerequisites. <...> Make a fundamental decision on the possibility of such registration and enshrine it in the main law that determines the registration and location of legal entities – the Civil Code of the Russian Federation, ”he told Vedomosti. Until the technical infrastructure itself is ready, it is impossible to describe the procedure for electronic registration, Nemkin noted.

It will be impossible to register in the system without indicating the place of residence or location of the representative of the legal entity and without its confirmation. This is necessary in order to eliminate obstacles to control measures by inspection bodies or tax audits, Nemkin notes. “We have done everything to reduce the risks of not being able to determine who controls the legal entity,” he said.

According to a study by the National Financial Research Agency (NAFI) (given in the explanatory note) conducted in 2020, 62% of representatives of micro and small businesses support the initiative to abolish the mandatory indication of a legal address when registering a company. As an alternative, 38% suggested using the taxpayer’s office on the website of the Federal Tax Service to identify the company, another 37% – the data of open bank accounts.

Ilya Kavinsky, a partner at the law firm Ru.Courts, points out that the bill does not address a number of procedural issues. In particular, the jurisdiction of disputes – as a general rule, it is “tied” to the location of the defendant. How this issue will be resolved if the legal entity only has an email address is still unclear, he says. Another issue is related to taxation. “In Russia, tax rates may differ depending on the subject of the federation, sometimes it even matters in which municipality the company is registered. If the initiative is implemented, many questions and ambiguities will also arise here,” the expert believes.

At the same time, Kavinsky calls the very idea of ​​registering a business without a physical office “absolutely correct” and feasible. “The cost of finding an address that a business owner does not need to run a business is major. And they often prevent the opening of a legal entity,” he told Vedomosti.

Lawyer of Enforce Law Company Vladislav Strelkov notes that the reduction of costs associated with the lease of premises is possible due to the registration of a company, for example, at the place of residence of the participant. And in this sense, the idea of ​​virtual registration, according to the lawyer, does not seem to be sufficiently justified.

“It will not be possible to do without a physical address at all, given the need for interdepartmental interaction. And since the address will still have to be disclosed, then the company can be registered at this address – this will not entail any additional costs,” Strelkov believes. He also draws attention to the vulnerability of electronic systems to intruders.

The draft law proposes, in fact, to replace the actual location of the organization with a virtual one, says BGP Litigation lawyer Alexander Arakelyan. At the same time, as the authors of the initiative themselves point out, only legal prerequisites are being created for such registration in the future – after the technological infrastructure is created.

At the moment, organizations already have the opportunity to receive legally significant messages via telecommunication channels (TCS), i.e. in electronic form, but together with the possibility for state bodies to interact with the taxpayer personally, using information about his physical location, the expert notes. The bill proposes to provide an opportunity to use TCS not together, but instead of personal interaction.

If this norm is adopted, it can be assumed that there will be difficulties in the exercise of some of their powers by state bodies – for example, serving subpoenas to employees of the organization, conducting searches or seizures, Arakelyan believes.

Also, the issue of tax administration of organizations located at an electronic address is not completely clear. Accounting for the taxpayer is carried out according to the territorial principle, but in this case it is absent, the interlocutor points out. However, this problem can be solved by creating a specialized inspection of the Federal Tax Service of Russia, he believes.