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Companies are obliged to use reliable addresses in their constituent documents: this way communication with state bodies, contractors and other persons is provided. Companies bear the risk of non-receipt of legally significant messages due to the use of a false address. In addition, the company may not be registered or may suffer liquidation for this reason.

Location of the legal entity

Location of the legal entity is the place of state registration in Russian Federation at the place of permanent executive body of the company (paragraph 2 of Art. 54 of the Civil Code). That is, the place of residence of the founder may be indicated as the location of the legal entity (legal address). Such a solution is effective when interaction with the clientele is being executed on the Internet. Registration of the legal address of the company in the apartment of the founder is legal does not deprive the right to rent premises and conduct business there.

Correlation with other concepts

The location of the company (legal address) is specified in its constituent documents, state registers, agreements with contractors, etc. The actual address of the company is the place of its actual location at a specified time. Such a provision obliges the company to control the incoming correspondence: the company risks not to be informed about the decisions made regarding its inspections, court proceedings, etc. For example, if the creditor of the company missed the limitation period for appeal to the court, but made an attempt to recover the debt, the company may not be aware of it, if finding itself not at the address stated in the Unified State Register of Legal Entities. Among other reasons, it will not be possible to appeal the decision due to the missed deadline for this reason. Due to the use of a false address, the bank where the company opened an account may consider it to be a single-day company, introduce protective tariffs and even close the account. Because of the invalid legal address, it is possible to prohibit the organization to participate in the auction; or to reject the state registration of the newly created company by means of reorganization. The Tax Inspectorate may file a claim for compulsory liquidation of the company (paragraph 3 of Art. 61 of the Civil Code of the Russian Federation).

However, if the organization did not use an unreliable address, but simply specified erroneously in its application, such a violation is insignificant.

Legal consequences of misrepresentation

The following may be evidence of inaccuracy of the company's address: absence of the real estate or construction in progress at the specified place; absence of the owner's consent to the enterpreneural use of the address of the premises owned by him; mass registration at the specified address, etc. An incomplete address is also considered to be unreliable.

Starting from 01.01.2016 it is now possible to verify the accuracy of information provided to the Unified State Register of Legal Entities. The Registrar has the right to request documents and inspect the premises used for the address. If the registration is found to be unreliable, it may be refused.

Changing the address in the Unified State Register of Legal Entities is carried out by submitting an application that such a decision has been made, the company has 20 days to provide the rest of the documents from the date of entering into the Unified State Register of Legal Entities the information on the company's decision to change. Therefore, when the concept of "unreliable location indication" is used, we are talking not only about registration at the time of creation, but also about the registration of address change, as well as the registration of the company created by means of reorganization.

Protection of property rights

Owners of premises, against the will of which an entry on the registration of companies is indicated in the Uniform State Register of Legal Entities, may demand in court to stop it (Article 304 of the Civil Code of the Russian Federation). In the event of non-compliance with the court decision to ban the use of the relevant address, the company will be fined.

The owner's provision of the address for the legal address does not mean that the address is for perpetual use, he has the right at any time to offer the company to stop using it. The legislation does not provide for the procedure of pre-trial refusal of this consent to the use of the address, so this issue is resolved by the court.

In addition, for preventive purposes, the owner of the premises may submit an application to the registering authority to prohibit registration of the company at its address.

Forced liquidation of the company

The use of an incorrect legal address, among other factors, may lead to mandatory liquidation of the company.

The reason for this is the establishment by the court of a set of circumstances: the absence of the company at the address specified in the Uniform State Register of Legal Entities; the presence of signs of inoperative legal entity (failure to submit reports, the absence of transactions on at least one account during the year); lack of information about its location, which indicates the commission of a gross and irremediable violation. In this case, the court satisfies the claim for compulsory liquidation of the company, imposes an obligation on its founder to draw up a liquidation balance sheet and complete the liquidation. Therefore, it is necessary to use only reliable addresses.

If still doubting in validity of any legal address or looking for more information, should You contact us. Sinoruss is ready to provide all of the necessary support and assistance. Our lawyers know the solution however difficult your situation may be.