Many persons with legal status purchase residential real estate in Sochi as a profitable investment. Purchasing an apartment for a legal entity has its own characteristics, which also relate to taxation. In this article we will tell you everything in as much detail as possible!
Legal entity - who is it?
We suggest starting with terminology. So, a legal entity is a firm, organization or company that is registered in the manner prescribed by current legislation. Such an organization has its own separate property intended for conducting business activities.
All legal entities operating on the territory of the Russian Federation undergo a mandatory registration procedure. The vast majority of legal entities have their own seal and open bank accounts.
In simple words, if a legal entity intends to buy your apartment, then most likely we are talking about the purchase of real estate by a company or firm.
Buying an apartment by a legal entity from an individual is a fairly common and popular procedure in our practice. Of course, such transactions have their own characteristics and it is important to know about them. Below we will tell you everything in detail.
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Buying an apartment for a legal entity
According to the current legislation of the Russian Federation, a legal entity is not prohibited from acquiring real estate. The only exceptions can be those cases when the prohibition is provided for by the company's charter, but this, as our practice shows, is very rare.
A legal entity can buy an apartment from another legal entity or an individual. An apartment can be purchased for two main purposes:
- For use for investment purposes;
- For use in the commercial activities of the enterprise.
In the first option, the apartment will not be considered the main asset of the company, but in a situation with commercial activities, the purchased apartment will already be considered one. Accordingly, accounting records must be maintained.
Most often, enterprises purchase apartments from the owners in order to convert them into an office or warehouse space for their company. That is why apartments located on the first floors of residential buildings, with the ability to equip a separate entrance from the street, are very popular.
Let us note once again that transactions in which the buyer is a legal entity are quite common. There is nothing complicated or frightening about them, however, the purchase process itself has certain features and some differences from the transaction taking place between individuals. persons.
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Features and stages of the transaction
If the price of an apartment exceeds ¼ of the company’s total assets, then such a transaction is considered large. To complete a transaction, consent will be required from all shareholders and co-owners of the enterprise. However, if the founder of the company is its sole manager, consent will not be required.
The consent itself is drawn up in writing, but its form depends on the type of organization:
- Minutes of the founders' meeting;
- Minutes of the shareholders meeting;
- Decision of the board of directors.
It is very important that in such a transaction the legal entity pays a state fee in the amount of 22 thousand rubles for registering property rights. An individual acting as a seller does not pay anything. The only exceptions are those cases when the apartment has been owned for less than 5 years. Then you will have to pay 13% of the sale amount to the tax office.
If a property is acquired by a company with two or more managers, then the living space will be in common ownership. The size of shares is determined in proportion to the invested capital.
If you are a legal entity and are planning to buy apartments, we strongly recommend that you carefully check all the documentation for the property before purchasing it. Particular attention should be paid to the issue of redevelopment if it was carried out indoors.
As for the stages of the transaction, they are, in principle, not much different from a regular transaction between individuals:
- Searching for a suitable property, agreeing with the seller on all conditions and costs;
- If necessary, draw up and sign a preliminary agreement (can be skipped);
- Drawing up a purchase and sale agreement, its signing by the parties to the transaction;
- Collection of remaining documents;
- Submitting a package of documents to Rosreestr or MFC for registration of the transaction;
- Mutual settlements between the parties to the transaction;
- Transfer of registration of rights and signing of the transfer and acceptance certificate.
As you can see, everything is approximately the same as in regular transactions. The only thing you need to pay special attention to is collecting all the necessary documentation. For an individual, everything remains the same: title documents and identity documents. But for legal, the list is much longer.
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Calculations
Enterprises and organizations are not prohibited from working with cash, but more often payments are made by non-cash means. Problems arise when receiving money for an apartment. Because the company cannot receive money until ownership is transferred to the buyer. Otherwise, unjustified profit arises, and tax is paid on the profit.
The most convenient method of payment is a letter of credit , from which the seller will receive money without risk after the transfer of ownership to the buyer.
You can find out about existing payment methods for a home purchase and sale transaction in a separate material.
List of required documents
Purchasing an apartment from an individual by a legal entity will require the following list of documents:
- A certified copy of the company's current articles of association;
- Current extract from the Unified State Register of Legal Entities;
- Written consent of the founders and shareholders of the company to complete the transaction;
- If it is not the head of the company who participates in the transaction, but his authorized representative, then, accordingly, a power of attorney is needed to carry out real estate transactions;
- Documents that confirm the identity of the head of the enterprise or his authorized representative
Of course, the transaction will also require drawing up a purchase and sale agreement. It must fully comply with the rules of Article No. 30 of the Civil Code of the Russian Federation and the following aspects must be described in detail:
- Data and details of the parties to the transaction;
- Subject of the agreement (apartment, its characteristics);
- The essence of the agreement (sale, not donation, lease);
- Cost of the apartment.
If you are a legal entity and are planning to purchase an apartment, then carefully check the owner’s documents and all technical documentation. This will avoid many problems during the operation of the property and its possible subsequent sale.
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✅ Cons
In addition to the positive aspects, the acquisition of legal living space. face entails certain disadvantages:
- There is a high probability of losing real estate if the company is closed. The apartment can be put up for auction if the company is declared bankrupt and its property is sold. As a result of auctions, property is usually sold for less than its actual market value.
- To register a transaction, you need to prepare a more voluminous package of documents than for standard real estate transactions between private individuals.
- A higher tax rate on a purchased apartment that is planned to be used for investment purposes.
- When purchasing premises in installments from a developer, ownership rights remain with the seller until the debt is fully repaid.
To avoid negative phenomena when purchasing real estate and reduce any risks associated with the alienation of apartments, it is advisable to use the services of qualified lawyers.
Restrictions on purchasing residential real estate
A prerequisite for transactions in which the buyer is a legal entity is the presence of consent from other co-founders or shareholders of the company. Without such an agreement, a transaction can only be completed if a legal entity in the form of an enterprise has only one founder!
There are cases when the remaining co-owners may refuse to sign the agreement. The reason is simple - high risks. For example, one of the founders proposes to buy objectively illiquid real estate, which will only bring problems and no profit can be made. It is imperative to remember that forgery of documents and signatures is punishable by law. If you are a legal entity and the co-owners of the company refuse your offer, then the only legal way to carry out the transaction is to obtain their favor. This can be done by providing detailed calculations, analysis of investments and potential profits.
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What could the deception be?
Real estate transactions are inherently associated with some possible dangers. When conducting transactions for the purchase of real estate from a legal entity, they are most likely.
The main risks when carrying out this transaction:
- the risk of carrying out a real estate sale transaction using false documents;
- recognition of the nullity of the transaction and return of the property to the seller through the court;
- monetary manipulations and unnecessary financial costs;
- the director does not have the right to sell property;
- liquidation of the enterprise at the time of the sale procedure.
In order to confirm the fact of payment in court if the transaction is declared invalid, it is necessary to make the payment correctly: either through the company's cash desk with confirmation in the form of a cash order, or through the bank, with confirmation of the director and accountant of the fact of payment.
You cannot make payments in the hands of a director or other official without requesting documents proving the right to sell.
The tax base
According to Article No. 149 of the Tax Code of the Russian Federation, there is no obligation to pay VAT when a legal entity purchases an apartment. In accordance with paragraph No. 5 of this article, a legal entity also has the right to refuse VAT exemption. It follows from this that an apartment purchased by a legal entity will be taxed only if the founders of the company personally wish to pay VAT.
In situations where the acquired real estate is not on the company’s balance sheet as property of fixed assets, it will be taxed. This is regulated in Article No. 378 of the Tax Code of the Russian Federation. This situation may arise in cases where legal entities are engaged in the purchase and sale of real estate and the apartment in this case acts as a product, a way to make a profit. Income tax is calculated using a standard formula, which is based on the difference between the purchase and sale prices.
Another additional item in the tax part is the payment of a mandatory property tax in the amount of 2.2% of the apartment price. This obligation is spelled out in Article No. 347 of the Tax Code.
If you are a legal entity and are planning to purchase an apartment in Sochi, then seek help and professional advice from specialists!
We will help you find the best apartment option and provide comprehensive support for the transaction. Back to Contents
✅ Pros
Purchase and subsequent registration of an apartment on a legal basis. face provides the following benefits:
- Registration of real estate for a company is beneficial if it follows the simplified taxation system (STS).
- The risk of losing an apartment as a result of family disputes, division of property, lawsuits over debt obligations, etc. is reduced.
- Minimum risks in the process of mutual settlements - the transfer of funds is carried out according to established rules and is documented with the appropriate accounting documents.
- The founder is liable for the property for claims of creditors only within the limits of his share of the authorized capital.
- Owning a commercial property is a good opportunity to replenish the company’s working capital by an impressive amount.
- When purchasing a legal entity. a person has a living space loan with an interest rate lower than for consumer lending. The agreement is concluded for a long term – up to 15 years. A convenient payment schedule is being developed. Legal individuals can increase the expenditure side of working capital by including all payments related to processing and servicing a loan, which will reduce taxes.
- The ability to arrange an installment plan if a company buys premises from a developer, provided that the first payment is more than 50% of the total cost. The validity period of such agreements is 3 years. In addition, the buyer saves on registration of collateral, property valuation and insurance costs.
