Recently, Huacai, a Dalian financial company, received a question consultation. Xiao Du, from Guangdong Province, encountered such a problem in his work: the head office signed a contract with the customer, and the specific implementation process was operated by the branch company. The branch company issued an invoice to the customer, and the customer transferred the money to the bank account of the branch company.She did not know whether the business scenario of "the head office signs a contract and the branch issues invoices for collection" meets the relevant requirements of accounting and tax law.Today, let's talk about it.
Before discussing the problem, we first need to make clear, what exactly is a branch?
According to Article 14 of the company law of the people's Republic of China, a company may establish branches.The establishment of a branch shall apply to the company registration authority for registration and obtain a business license.A branch does not have the status of a legal person, and its civil liability shall be borne by the company.
According to Article 2 of the measures for the administration of tax registration, enterprises, branches set up by enterprises in other places and places engaged in production and business operations, individual businesses and institutions engaged in production and business operations shall handle tax registration in accordance with the tax collection and administration law, detailed rules for implementation and the provisions of these measures.
According to Article 15 of the measures of the people's Republic of China for the administration of invoices, the units and individuals that need to collect and purchase invoices shall go through the procedures for receipt and purchase of invoices with the competent tax authorities on the strength of the tax registration certificate, the identity certificate of the agent and the impression of the special seal for invoice made according to the pattern prescribed by the competent tax department of the State Council.
Through the above provisions of laws and regulations, we can draw the following conclusions: branches, which are branches set up by the company, do not have the legal person status, should go through the industrial and commercial registration and tax registration, and have the qualification to apply for and issue invoices.
Can headquarters and branches be confused?
Although points The company has no legal personality Its civil liability shall be borne by the head office;But, Branch companies can apply for and issue invoices, and their use of invoices is equivalent to that of the head office 。
According to Article 22 of the Provisional Regulations of the people's Republic of China on value added tax, the place of paying value-added tax: (1) fixed business households shall report and pay tax to the competent tax authorities where their organizations are located. If the head office and branch are not in the same county (city), they shall report and pay tax to the competent tax authorities in their respective places ；With the approval of the competent financial and tax departments under the State Council or the financial and tax authorities authorized by them, the head office may report and pay tax to the local competent tax authorities where the head office is located.
It can be seen from the above regulations that the head office and branch companies need to declare and pay VAT according to the use of invoices without the special approval of the financial and tax authorities of the State Council.
Therefore, in the use of invoices, the head office and branch companies should be strictly separated, and can not be confused.
Back to the topic we discussed at the beginning, what kind of tax risk will be faced if the situation of "the head office signs a contract and the branch company issues invoices and collects money"?
According to Article 22 of the measures of the people's Republic of China on invoice management, no unit or individual may make any false invoice as follows:
（1） Issue invoices that are inconsistent with the actual business situation for others and for themselves;
（2） Let others issue invoices that are inconsistent with the actual business situation for themselves;
（3） Introduce the invoice issued by others that is inconsistent with the actual business situation.
When the head office signs a contract with a customer, the relevant business operation risk is borne by the head office. The actual business operation should also be carried out by the head office, and the invoice should also be issued by the head office. If the head office hand over the steps of invoice issuing to the branch company, there is a great risk that it will be recognized as "false invoice" by the tax authorities.
Exceptions to the construction industry
According to Article 2 of the announcement of the State Administration of Taxation on further clarifying the issues related to the collection and management of replacing business tax with value-added tax (Announcement No. 1, 2017) of the State Administration of Taxation: after signing the construction contract with the employer, the construction enterprise shall authorize other taxpayers within the group (hereinafter referred to as "the third party") to provide construction services for the employer by means of internal authorization or tripartite agreement,If the third party settles the project payment directly with the employer, the third party shall pay VAT and issue VAT invoice to the employer, and the construction enterprise signing the construction contract with the employer shall not pay VAT.The employer can deduct the input tax with the special VAT invoice issued by the taxpayer who actually provides construction services.
According to the above policy provisions, the construction industry can "the head office signs the contract, the branch office issues the bill collection".This is a special tax policy given by the state tax authorities according to the industry practice of the construction industry.Since it is a special policy for special industries, it shows that other industries should not refer to the implementation.
Therefore, as for the contract signed between the head office and the customer, the specific implementation process is operated by the branch company, and the branch company is not advisable to issue an invoice to the customer.Do you understand?All accounting partners should remember to avoid Oh!!If you also have such questions in the actual work, welcome to contact Dalian finance company - Huacai for consultation.