Attached topic: reorganization in the form of annexation. Algorithm for implementing the connection. Initial stage of joining

Reorganization in the form of affiliation: 8 reasons to do it + 10 stages of the procedure + 5 nuances that should not be forgotten.

In the West, reorganization in any form is a way to optimize your business, become a more significant market participant, and have the opportunity to claim serious profits

In Russia, this is one of the ways to avoid problems, close your business with a minimum of difficulties, and avoid returning money to creditors in full.

Reorganization in the form of affiliation is popular among Russian entrepreneurs, which the domestic tax authorities cannot but oppose. But, if you do everything correctly and according to the procedure, then the tax authority will have nothing to complain about.

Reorganization in the form of affiliation: what is it and why is it needed?

Merger is not the only form of enterprise reorganization. If you decide to take such a radical step in business reformatting, you need to explore all the possibilities in order to choose the most suitable option for yourself, taking into account the problems that have arisen in the company and your expectations.

1. What is reorganization in the form of merger?

Let's imagine a situation: there are several legal entities. Individually they are quite weak, one of them is on its last legs and it’s time to eliminate it in an amicable way.

The heads of these legal entities, after negotiations and studying each other’s state of affairs, understand that by merging some of the enterprises into one (stronger) one, everyone will receive an impetus for development and will be able to get rid of a number of problems.

Actually, this is the essence of reorganization (changing the structure of the company) through merger.

The peculiarity of reorganization in any of the forms is that the subject (or subjects) of entrepreneurial activity cease to exist in the form in which they worked before, and on their basis a completely new organization is formed, which, however, receives rights, obligations and privileges their predecessors.

Either one or several companies can be reorganized by merger.

There are a number of regulations of the Russian Federation that should guide owners who are planning a reorganization.

Advantages of reorganization by merger:

1. Helps to change the structure of the company or even liquidate it in a shorter time than others.
2. No restrictions: even the presence of financial problems and obligations to creditors will not prevent the company from being reorganized - all this will be transferred to the newly formed enterprise.
3. The absolute legality of the procedure, of course, provided that you do everything correctly.
4. Optimizing resources, reducing costs.
5. The opportunity to take your business to a new level, conquer a larger part of the market, increase profits, gain access to previously inaccessible sources of development, etc.

Disadvantages of reorganization carried out in the form of affiliation:

1. This is not a panacea for financial problems, and by merging your enterprise with another, you cannot hide from debts, because they will have to be paid to the receiver, who will assume the obligations of his predecessors in full.
2. You will become the object of close attention of tax authorities, who know that many businessmen use reorganization in order to reorganize their company, and not to take it to the next level.

Important ! Only companies that have the same legal form can be merged. For example, the reorganization of CJSC and OJSC is possible, but LLC and OJSC are not.

2. Why is reorganization in the form of merger necessary?

There are a number of reasons why owners decide to reorganize a legal entity in the form of a merger.

These reasons are not always transparent, since the owner may be driven by the desire to simply liquidate his company according to a simplified scheme or get away from it.

But most often, entrepreneurs are driven by the economic benefits they want to receive after their company merges with another.

The main reasons for the reorganization according to the form of affiliation:

1. Limited opportunities for development.
2. High prices for the purchase of raw materials (for manufacturing enterprises).
3. A high level of competition in the market, which cannot be fought in the form in which the company exists.
4. Lack of coordinated work of different structural divisions.
5. Small income that you want to increase.
6. Problems with the availability of prospects that may appear after the reorganization.
7. Frames that do not allow expansion.
8. Financial difficulties, etc.

Important ! Despite all of the above, the main reason why owners decide to reorganize is an attempt to modernize an enterprise that currently does not have the opportunity to compete with other market participants in order to prevent it from completely dying.

How to carry out reorganization according to the form of affiliation?

Do not think that reorganization is a simple procedure that even an unprepared owner can cope with.

The algorithm of actions is quite complex; mistakes entail serious problems with regulatory government agencies and creditors.

1) The main stages of reorganization in the form of merger.

Some owners, not fully understanding the reorganization procedure, begin to think that it is extremely simple and will not take much time.

There is a certain grain of truth in this, because reorganizing an enterprise is easier than liquidating it, but the merger must be carried out in accordance with the legislation of the Russian Federation, adhering to a clear algorithm of actions.

Reorganization in the form of merger is carried out as follows:

Important ! The complexity of each stage indicates to company owners the need to hire a lawyer and financier who would have experience in reorganizing enterprises. The more qualified team you select, the easier it will be to join.

2) What documents are needed for reorganization according to the type of merger?

The package of documents that must be prepared for the merger will differ depending on whether you are a legal entity or an individual, on the number of enterprises awaiting reorganization, on the conditions under which the procedure will be carried out, etc.

That is why it is so important that the documentation is prepared by a knowledgeable person who can complete everything without errors, thus not delaying precious time.

Usually you need a standard package of documents:

Important ! All collected documents must be submitted to the state authority for registration in accordance with the specified deadlines. Preparatory work, as well as inspection, should be carried out in advance and without haste to avoid mistakes.

Reorganization in the form of merger.

How to choose the right way to liquidate your company?
Step-by-step instruction.

What should you pay attention to if you are reorganizing according to the form of affiliation?

Reorganization is a rather complex process with many pitfalls that you can stumble over during the work.

When modifying your enterprise according to the form of affiliation, remember that:

Much depends on what kind of organization is to be reorganized.

For example, government agencies are affiliated in accordance with Federal Law No. 7 of February 12, 1996. But the antimonopoly authorities cannot begin to do anything without receiving official permission from the FAS.

Deadlines cannot be violated.

If you are given 30 days to notify the state and other interested parties of a decision, you must meet this deadline.

It is illegal to refuse the Tax Service the desire to conduct an audit.

During the reorganization of a company, FSN employees decide to undergo an inspection infrequently, in contrast to the same liquidation. But if the tax authorities have such a desire, they should not interfere with it.

Working with personnel is important.

If your goal is to grow and make more profit after joining, you will need qualified personnel. There is no need to fire old employees if you are completely satisfied with their work.

Anyone who wants can remain in their old places; their salaries must be paid in accordance with the established procedure. You shouldn’t keep people who want to quit, but pay them everything they are entitled to – you definitely don’t need labor inspection checks right now.

You can always cancel the connection.

If you change your mind about reorganizing the enterprise, you can simply contact the Federal Tax Service with a request to stop the process. Your request will be satisfied. If not, sue, because such actions by tax officials are illegal.

Reorganization in the form of affiliation, with the correct organization of the process and competent specialists at the helm, will not take more than a couple of months. But everything may drag on if serious mistakes are made at some stage.

Due to ongoing changes in the Russian economy, it is becoming more difficult for many market participants to conduct their activities efficiently and without losses. The reasons can be different: the presence of stronger players, rising prices for raw materials, etc.

Therefore, many of them decide to join forces to create a larger enterprise that can survive in the current conditions and stay afloat. In addition, the reorganization is carried out in order to optimize taxation and management.

Existing methods of enterprise reorganization

Existing civil legislation provides 5 forms for reorganization of enterprises:

1. separation;
2. selection;
3. transformation;
4. merger;
5. accession.

Only the last two of them are suitable for merging organizations. Each has its own special rules for the order of implementation.

If merger is a procedure in which the organizations participating in it cease to exist, and all their rights and obligations are transferred to a new (created as part of this process) legal entity, then accession a slightly different phenomenon. This is a form of reorganization in which, out of several persons participating in the procedure, at the end only one (joining) remains, and the rest (joining) cease to exist.

I choose one or another form of reorganization, its initiators proceed from the circumstances of a particular situation, the need to preserve any of the participating companies, the complexity of the documentation, and, of course, the goal pursued by carrying out these procedures.

According to the Civil Code of the Russian Federation allowed when reorganizing, combine its various forms, as well as the participation of 2 or more organizations, including different organizational and legal ones.

It is no secret that mergers and acquisitions are carried out, among other things, in order to “liquidate” them. In this case, the process of affiliation is most acceptable, which is facilitated by the absence of the need to create a new organization.

If we calculate the time spent on carrying out reorganization actions in the form under consideration, we can establish that at least 3 months must be allocated for these procedures.

Various ways of reorganizing Joint Stock Companies are discussed in the following video story:

Mechanism of accession as part of the reorganization

This procedure is implemented through several stages.

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Making a decision on reorganization by each participant

Carrying out this stage depends on the OPF (organizational and legal form) of the enterprise. Thus, in an LLC, decision-making on this issue is within the competence of the general meeting of participants (GMS).

Thus, it is accompanied by the preparation, convening and holding of the General Assembly (as a rule, extraordinary). The said decision should not only determine the main conditions of the reorganization, but also approve the terms of the merger agreement, and if we are talking about the LLC being merged, then deed of transfer.

Notification of the registration authority (IFTS) about the start of the procedure

According to the requirements of the law, it is necessary to submit a notification in form P12003 and the corresponding decision on reorganization to the authorized bodies. At the same time, the law establishes a period for performing this action - no more than 3 working days from the date of the decision made by the last of the accession participants. It is the authorized representative of the latter, as a rule, who is the applicant when filing a notification.

Notification of creditors about the commencement of relevant procedures

In accordance with Art. 60 of the Civil Code of the Russian Federation, after the decision on reorganization is made, it is necessary to implement notification measures interested parties, namely creditors, government agencies, etc.

For this purpose (after registration by the tax authorities of a notification about the beginning of the process), a corresponding announcement is printed in special media (Bulletin of State Registration). This is done twice (periodically - once a month). It should be taken into account that the notice is published from all participants, those of them who made the decision last or who were assigned such a responsibility by others.

Conclusion of a connection agreement, inventory and transfer of property

In cases provided for by law, a merger agreement is required, which regulates all the conditions of the reorganization, including its procedure and consequences. To conduct this, a special commission is formed, which conducts it and prepares the relevant documents.

The reconciliation of settlements with the tax authorities of the reorganization participants and other necessary actions are carried out. These activities may precede the notification of the Federal Tax Service and interested parties about the reorganization of companies. In addition, it is preparing deed of transfer, according to which the assets and liabilities of the acquired persons are alienated to the acquirer.

It is also necessary to note that, for example, in relation to an LLC, a rule has been established according to which it is required holding a joint OSG companies participating in the merger, where a decision is to be made on making changes to the acquiring company as provided for in the merger agreement and on electing new members of the company’s bodies. This stage does not stand out as independent, however, its existence must be taken into account.

State registration of changes in the information of the Unified State Register of Legal Entities on the reorganization that took place

As part of the implementation of this stage, it is necessary to take into account that final registration of the merger is allowed no earlier than the moment when the deadline for filing complaints against decisions on reorganization expires, which is 3 months from the date of entry into the records of the beginning of the procedure. In addition, at least 30 days must have passed from the date of the last publication.

For registration introduce themselves:

• applications (form No. P16003 and form P13001);
• accession agreement;
• deed of transfer;
• decision to increase, amend the charter of the acquiring entity;
• changes to the charter;
• document confirming payment of state duty;
• statement (if changes need to be made regarding controls, etc.);
• other documents that may be required depending on the type of legal entity or the characteristics of its activities (for example, confirmation of changes in the issue of issue-grade securities, if any).

State registration period is no more than 5 working days. Traditionally, reorganization procedures are considered to be completed at this stage.

Solving personnel issues of enterprises

Important when implementing the connection are questions about personnel joining organizations. If possible, it is possible to transfer employees through dismissal and to the acquiring enterprise, or guided by Art. 75 Labor Code of the Russian Federation. Within the latter method, it is necessary to take into account that employees have the right to refuse to work in the acquiring organization, as a result of which they may be fired. In general, as a general rule, reorganization is not a basis for termination.

If it is not possible to accept the entire staff of the merging organizations, then a preliminary one must be carried out, otherwise, it will all go to the acceding one, and the latter will have to take measures to reduce the number of employees.

However, there are exceptions to the above rules, so the Labor Code of the Russian Federation provides that if the owner of the property of an enterprise changes (which actually happens upon merger), within three months from the date the new owner acquires rights, it is possible to terminate employment contracts with the managers (participants in the merger), their deputies and chief accountants, which is logical.

Some features of the procedure

The reorganization of certain categories of legal entities requires Additional requirements. Thus, antimonopoly legislation establishes cases when reorganization must be carried out with the prior consent of the relevant antimonopoly authority (FAS), for example, if amount of assets of all organizations participating in the merger will amount to more than 7 billion rubles.

If the specifics of the activities of the merging companies require availability of special permission (license), then the acquiring company has the right to carry it out only after re-issuance of licenses. This applies to insurance organizations, alcohol trade, communications companies, etc.
As a rule, the legislation establishes specific deadlines for re-registration of documentation after the completion of reorganization procedures. The affiliating organization may obtain a license if the conditions that are mandatory are maintained. Appropriate actions must be taken even if it already has a similar license, but, for example, for a different territory (if we are talking about organizing communications).

In a situation where as part of transferred assets there are results of intellectual activity, the rights to which are registered in the prescribed manner, it is also required to re-register to a new copyright holder.

Features of the enterprise reorganization procedure are discussed in this video:

Possible violations of the reorganization process

Issues related to cases where the reorganization was carried out in violation of the law are also important.

For example, decision on reorganization was adopted by the wrong governing body, or the rights of any participant/shareholder were violated. In these situations, there is a risk that the registration of the termination of the activities of the affiliated organizations will be invalidated.

It is also necessary to take into account that after the above decision was made by the court, the affiliating organization bears all the risks unreliability of information contained in the Unified State Register of Legal Entities, including compensation for losses caused to other persons as a result.

Consequences of violations of order obtaining FAS consent for reorganization will mean that the company can be liquidated or reorganized by a court decision (in the form of separation or division) if there is reason to believe that such merger has led or will lead to a restriction of competition, including the emergence of a dominant entity. And if consent was not requested, then those obligated to send petitions to the antimonopoly authorities will be subject to administrative liability in the form of a fine.

Reorganization of a legal entity is a procedure aimed at creating a new organization on the basis of existing, registered enterprises through mergers, spin-offs, transformations, and divisions.

As a result of the gradual implementation of all actions provided for by law, a new company appears, acting as the legal successor of the old one to the extent determined by the participants or the owner.

The need for reorganization can be caused by a number of circumstances, the most common reasons being: the division of business between partners, the choice of the most optimal form of management, the creation of one large structure instead of several fragmented ones, the exit of a subsidiary from the parent organization with the right to independently operate.

Current legal provisions

The regulatory framework on reorganization issues has undergone a number of modifications after the adopted amendments to the articles of the Civil Code of the Russian Federation. The edition that existed before the innovations came into force was valid until September 1, 2014 and provided for a reorganization procedure that was not regulated in detail.

Currently, the reorganization should be carried out taking into account the following innovations:

1. proposals for upcoming changes may come from the founders or another authorized body;
2. it is possible to use different methods of reorganization;
3. the procedure may affect several companies with different forms;
4. reforms in relation to special companies, such as banks, various investment funds, financial structures are carried out in accordance with the laws adopted in the field of activity of these persons;
5. if the authorized body makes a decision on reorganization and it is entrusted to the management of the company, which, in turn, does not take any action to comply with the order, then in such cases the decision is made by the court. According to the judicial act, an arbitration manager is appointed, who is entrusted with the authority to carry out actions aimed at restructuring enterprises;
6. Now, when carrying out a transformation, there is no need to notify the tax service, funds and those to whom the enterprise has obligations, and there is also no need to publish an information message in the State Registration Bulletin. After the founders wish to transform the company, the entire necessary list of documents is submitted to the Federal Tax Service at the address of the new person to terminate the activities of the old one;
7. there is no need to draw up a separation balance sheet; it has been replaced by a transfer deed, in accordance with which the transfer of property, debts and claims is carried out;
8. If the norms of legislation and the charter of the enterprise are not observed, the decision on reorganization may be made invalid, and the procedure itself may not take place. The founders and other interested parties have the right to make such demands;
9. modifications in the company's activities must be carried out taking into account the interests of creditors who have the right to demand early repayment of debt or compensation for losses. Responsibility to the creditor lies with the collegial bodies of the company or individual ones, along with the reorganized enterprise;
10. in order to respect the rights of creditors, it may be accepted to secure their claims, or an irrevocable bank guarantee may be provided.

Sequence of reorganization stages

A set of reorganization measures will be carried out in the following sequence:

1. convened meeting of participants with an agenda for upcoming transformations;
2. during three working days from the date of the decision, it is required to send an information letter to the registration service about the reorganization of the existing organization. It is mandatory to provide the form of the proposed reforms. If actions are directed towards several companies, then the responsibility for informing falls on the one who joined last;
3. As soon as a mark appears in the unified register that the enterprise has undertaken changes in the status of the company, it is required to publish in the journal “Bulletin of State Registration” about the activities being carried out. In total, such messages must be published twice, with an interval of one month;
4. before 5 days have passed from the date of informing the registration department, all identified creditors must be notified of structural changes;
5. a person who has embarked on the path of restructuring a company is obliged within three days after the verdict of the meeting, notify the Federal Tax Service in which it is registered;
6. creditors have the right to assert their claims before the expiration of 30 days from the date of the second publication. If the obligation should have been fulfilled before the date of publication of the notice, then the creditor may make a demand for the debtor to fulfill the obligation assumed ahead of schedule, or to compensate him for the losses caused. At the same time, relationships with creditors do not affect the reorganization process itself;
7. legalization of a new organization cannot be done earlier second publication in the Bulletin.

The final stage consists of submitting an application for state registration of each new company as a result of a set of reorganization measures. It must be accompanied by:

1. charter in two copies;
2. merger agreement, when carried out in this way;
3. evidence of submission to the Pension Department of information on pension and insurance contributions;
4. in the case of creating a joint stock company, documents confirming the issue of shares indicating the registration or identification number;
5. information confirming that the issuer has made changes to the decision to issue securities, with the exception of shares.

Reorganization of CJSC into LLC

The procedure for reorganizing a closed joint stock company into an LLC has a number of features and must be performed in the following sequence:

First stage: A meeting of shareholders is held to make a decision on transforming the CJSC into an LLC. The text of the decision must contain information about the name, the place where the governing bodies will be located, the approval of the Charter, the details of the exchange of shares for shares, and the drawing up of a transfer deed between the old and new enterprise;

Second phase: Notarized according to form p12001;

Third stage: Submission to the Federal Tax Service of a package of documents: application, charter in 2 copies, decision on reorganization, deed of transfer and receipt of payment of state duty;

Fourth stage: Exchange of shares for shares in the authorized capital in accordance with the procedure adopted by the meeting of shareholders. Next, the shares are redeemed. If there is a registrar, it is necessary to notify him simultaneously with submitting the application for registration to the Federal Tax Service. Implementation of publication of the ongoing reorganization in the Bulletin;

Fifth stage: After receiving documents after state registration, carried out within 5 days, CJSC is considered to have ceased to exist. To complete all activities, it is necessary to transfer workers to a new organization.

Sixth stage: Within 30 days, it is required to send a notification to the registrar of the securities issue - the Central Bank of the Russian Federation - about the redemption of shares in accordance with the issuance standards.

When transforming an LLC into a CJSC, the procedure is the same, only you need to redeem shares in the authorized capital and exchange them for shares. The issue of shares is carried out in accordance with the legislation of the Russian Federation.

Samples of filling out reorganization documents

Form 12003 and others can be downloaded here. Forms of notifications for reorganization, the procedure for filling out are indicated on the recommended website down to the smallest detail.

The minutes of the meeting on the reorganization are drawn up in any form and look like this using the example of transforming a closed joint stock company into an LLC:

Minutes (indicate the place and date of the meeting)

The meeting is attended by 6 shareholders, quorum 100%.

Agenda of the meeting: making a decision on the transformation of a closed joint-stock company into an LLC, determining the procedure for exchanging shares for shares, drawing up a transfer act, electing a director.

The decision was made unanimously: to transform the closed joint stock company into an LLC, to exchange the company's shares for shares in the proportion of 30 shares - 1 share. Draw up a transfer deed, according to which all the property of the closed joint-stock company, as well as obligations to creditors, are transferred to the newly created LLC in full.

Elect A.A. Petrova as director of the LLC. and assign it the duties of registering and notifying creditors.

Compliance with the reorganization procedure, taking into account innovations in the law, will allow you to avoid further recognition of the decision as invalid and will not violate the rights of creditors and employees of the reorganized enterprise.

CJSC to LLC: answers to questions

The video below provides answers to the ten most asked questions about converting a closed joint stock company into an LLC.

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Reorganization by merger 2017 - step-by-step instructions

Reorganization in the form of merger is mutually beneficial for both companies. The main organization that merges the smaller company acquires all its rights and developments, including ownership of well-established trademarks.

For a small business merging into a larger one, such reorganization represents an expedited liquidation procedure.

To reduce time and financial losses, companies should adhere to the developed action plan and timely preparation of documents.

Stages of the accession procedure

1. Meeting of participants of the main company and the acquired company.

During the meeting, a resolution is adopted on the chosen method of reorganization, and detailed minutes are kept with a record of speakers and issues on the agenda.

The result of the event is the drawing up of an agreement, which specifies:

• leading and joining parties;
• distribution of expenses between enterprises;
• the amount of authorized capital;
• stages of the process, etc.

In addition to the minutes of the meeting and the agreement, a notice of accession is also drawn up and certified by the notary.

2. Sending the following documents to the tax office

• message with information about joining;
• minutes of the joint meeting and the decision of each organization;
• notification in form P12003;
• other documents required by a specific tax authority.

Despite the apparent similarity of the event, the requirements of tax registrars in different regions may differ significantly.

Simultaneously with the entry in the register, a certificate of initiation of the accession procedure is prepared. Such a certificate will subsequently be issued to a company liquidated through reorganization.

3. Notification of creditors and printing in the State Registration Bulletin.

Each of the reorganized enterprises notifies its creditors about the start of the official merger procedure. Five days are allotted for sending the relevant mail notifications.

Messages are sent for publication in the Bulletin twice (with an intermediate interval of 30 days or more). It is best to send a copy of the protocol of accession to the journal initially, since it may be requested by the editorial board before accepting the application.

4. Carrying out a complete inventory of the acquired company with drawing up a transfer act.

The fact of inventory is reflected in the interim minutes of the joint meeting.

5. Submission of the package to the state registration authorities.

Includes:

• decision on reorganization;
• minutes of the joint meeting;
• application in form P16003, notarized;
• an order form for submitting a notice of intention to reorganize, as well as copies of printed notices in the “Bulletin”;
• transfer act of material resources, obligations and rights;
• accession agreement;
• applications for registration of changes in the constituent documents of the main company and amendments to data about the legal entity.

The tax authority enters into the register an entry about the liquidation of the acquired company and changes in the composition of the main enterprise.

Completion of the procedure is confirmed by a document issued to the representative of the organization within five days.

In addition to the main stages, the acquired company also needs:

• close bank accounts;
• transfer documentation on the state of economic and financial affairs to the archive;
• destroy the company's seal by drawing up an accompanying act.

Reorganization of an organization in the form of affiliation

Organizations and enterprises of any form of ownership in the course of their existence sometimes face the need or desire to enlarge, change the method of management or attract additional assets. This can be achieved through reorganization.

Features of this form of reorganization

According to Russian legislation, reorganization legal entity- this is a merger, accession, division, separation or transformation carried out either by the founders and participants, or by an authorized body (Article 57 of the Civil Code of the Russian Federation).

You should not think that reorganization is a way to solve any material problems: it leads to the termination of property obligations or debts. This procedure always occurs on the basis of succession, so that both the rights and obligations of the persons participating in it do not disappear. The main result of the merger is the consolidation of organizations, with the transfer of the property of the merging person to the merging person.

Merger can be carried out by companies, regardless of their organizational and legal nature: both LLC and JSC. In addition, since 2014, a reorganization with the participation of both JSC and LLC at the same time is possible.

Legislative regulation of the merger process is carried out by the Civil Code of the Russian Federation (Articles 57-60), Federal Laws dated December 26, 1995 No. 208-FZ “On JSC”, and dated February 8, 1998 No. 14-FZ “On LLC”, the Tax Code of the Russian Federation, others NPA.

Consolidation in the form of annexation has quite a lot of nuances that should be taken into account when preparing it:

• The affiliated company is considered reorganized from the moment an entry about this is made in the Unified State Register of Legal Entities about the termination of its activities;
• You can reorganize two or more legal entitiespersonsam;
• For a number of entities, legislative restrictions on reorganization have been established (credit, insurance organizations, investment funds, non-state pension funds, etc.).
• The tax obligations of the affiliated company also pass to the legal successor.

In order to avoid mistakes and invalidation of the reorganization, before its implementation it is necessary to determine the procedure and approach the registration of the merger very responsibly.

Connection mechanism

The process of joining one entity to another is carried out according to a certain algorithm, despite to minor differences provided for JSC and LLC. In general, reorganization consists of the following steps:

1. Preparation for holding a meeting of participants (for a JSC - adoption by the management body of a decision on accession);
2. Valuation of company assets and liabilities (inventory);
3. Preparation of documents for reorganization;
4. Notification of LLC participants about the general meeting (for JSC - about holding meetings of shareholders on issues of merger);
5. Conducting meetings of participants (shareholders);
6. Notice of reorganization;
7. Reconciliation of settlements (with the Federal Tax Service), notification of the Pension and other funds;
8. Notification of the procedure for creditors of LLC (JSC);
9. Preparation and registration of new documents of a legal entity (for joint-stock companies additionally - repurchase of shares of acquired entities, issue of new shares in connection with changes - reorganization);
10. State registration of termination of activities of acquired companies;
11. The reorganization ends with the introduction of changes to the documents of the company (JSC or LLC) to which others are attached.

Some issues of the accession procedure will be discussed below.

Decision making by each participant

Reorganization is legally possible only after consent to it all participants (founders).

In an LLC, such consent is obtained at a general meeting of participants (usually an extraordinary meeting). In case of a positive decision, the same meeting discusses and approves the terms of the new agreement, the transfer deed and other decisions. According to Federal Law-14, the initiator of preparation for a meeting may be:

• Authorized body of LLC;
• Authorized persons/bodies.

Notification of the meeting and its agenda must be sent to the founders/participants in writing. An LLC requires a unanimous decision of the participants to reorganize, therefore, before it is carried out, it is necessary to give all participants the opportunity to familiarize themselves with the details of the transaction.

In case of joining JSC requires a decision from the board of directors decisions to begin the merger procedure (both on the part of the acquired and on the part of the acquiring JSC).

Notification of the registration authority about the start of the procedure

The decision on reorganization can be drawn up in any form(there is no legally established model for either LLC or JSC). However, such decisions must be submitted to the tax inspectorate (IFTS) within three days, accompanied by a completed notifications P12003 about reorganization. Decisions are required from all companies involved in the reorganization, and notification is provided by the company that makes the decision last.

Notification of creditors

According to Art. 60 of the Civil Code of the Russian Federation on the start of reorganization, companies participating in it must notify creditors about the upcoming procedure. The laws on LLCs and JSCs do not require written information about the reorganization to be sent to each creditor (exceptions to this rule are established by separate laws, for example, on credit organizations).

It is only necessary provide notice in the form of an advertisement in the media publishing data on state registration of legal entities. According to the regulatory letters of the Federal Tax Service of Russia, such a publication is “Bulletin of State Registration”. Advertisements are printed twice, they are submitted by the company that made the decision later than others, or by the one to which this responsibility is assigned by contract.

Conclusion of a connection agreement, inventory and transfer of property

The merger agreement is prepared before the meeting and must contain:

• information about each accession participant;
• procedure and conditions of reorganization;
• determination of shares for an LLC, conversion of shares of the acquired companies into shares of the company to which the merger is being carried out;

To carry out an inventory, create commissions conducting assessments and recalculation of property, and at the end they prepare an inventory report. At the same time, settlements with tax authorities can be reconciled and a transfer act can be prepared, fixing the alienation (transfer) of the assets and liabilities of the merging entity to the merging entity.

LLC at this stage needs to hold a joint meeting of participants to make a decision on changes to the charter of the acquiring entity (based on the provisions determined by the agreement/agreements of affiliation).

State registration of changes in the Unified State Register of Legal Entities

Registration of affiliation is carried out by its participants no earlier than 3 months have elapsed after filing a notification about the start of the procedure with the Federal Tax Service, and no earlier than a month after the last publication of an announcement about the reorganization in the media.

The following is submitted to the tax office for registration:

• statements of the established form (No. Р16003 and Р13001);
• form P14001 if controls change;
• Agreements of adhesion and transfer deeds;
• Changes to the charter, other documents (for example, on the issue of securities for a joint stock company).

After making the appropriate entries in the Unified State Register of Legal Entities, the reorganization is considered completed.

Resolving enterprise personnel issues

The accession procedure requires not only notification and registration actions. At the same time, companies have many questions related to the personnel of the enterprise.

Immediately after the decision to reorganize is made employees must be notified about it (in writing, against signature). If there is no need to maintain the full staff of the acquiring organization, reductions can be made in accordance with the norms of the Labor Code. If the full staff is retained, the employees of the acquired company may be accepted into a new organization after dismissal from an affiliated organization, or in accordance with Art. 75 Labor Code of the Russian Federation.

Important! When the owner of the company's property changes, he has the right to terminate employment contracts with the manager, his deputies and the chief accountant. A period of three months is allotted for this.

Features of the procedure

In a number of cases, when joining its participants are subject to additional requirements. Here are some of the most common:

• A number of organizations require permission from the FAS for the procedure (the assets of the participants exceed 7 billion rubles, monopoly enterprises, banks, insurers and others are being reorganized);
• When carrying out licensed activities Renewal of licenses for the acquiring organization will be required. Licenses are issued by authorized bodies after confirmation of the fulfillment of the mandatory conditions for obtaining it. It is also necessary to reissue licenses/permits if the address or territory in which the licensed activity is supposed to be carried out has changed.
• Most often it is necessary to re-register licenses for insurance activities, communication services, medical services, and the sale of alcohol.
• If the merger of legal entities affects the results intellectual activity (works, programs andT.d), rights subject to registration are required their re-registration in accordance with the established procedure to the new copyright holder.

As a rule, the need for subsequent re-issuance of licenses, permits and registration of rights is established at the stage of preparation of the procedure.

Possible process disruptions and consequences

When making a connection it is important to strictly follow all procedural steps and complete registration actions within the period established by law.

Otherwise there is the likelihood that the registration of affiliated entities will be invalidated. In this case, the acquiring company will incur (compensation for losses, fines).

It is also possible for the court to make a decision to liquidate the company (if the merger was carried out without the consent of the Federal Antimonopoly Service of Russia and restricts competition).

Reorganization in the form of merger is used by business entities quite often, as for business consolidation, so to carry out actual liquidation merged companies. Therefore, in order to avoid negative consequences, it is important to carefully and responsibly approach the registration of the accession procedure, having first studied the mechanism for its implementation.

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Carrying out reorganization in the form of affiliation: step-by-step instructions 2017

With the advent of 2017, many significant changes have occurred in the legislation of the Russian Federation. Most globally, they affected the industry of reorganization in all five forms, including the form of affiliation.

Most of the innovations had a positive impact on the conduct of procedures under the new regulations.

Regulation of legislation as of 2017

When putting this bill into effect, special attention should be paid to Federal Law of the Russian Federation No. 14. It includes the rights and obligations of a limited liability company, as well as the procedure for state registration of legal entities.

In addition to legislation, certain circumstances must be additional grounds for reorganizing the affiliation. Their list is clearly stated in Resolution of the Plenum of the Russian Federation No. 19, paragraph 20, for 2015.

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The decision to reorganize completely depends on the opinion adopted at the general meeting of representatives of each community. If the legislation is not observed, any changes in the organization of the enterprise’s work will be considered invalid.

Why is reorganization in the form of affiliation necessary, what changes does it bring with it?

The definition of reorganization is interpreted as a complete or partial replacement of the owners of cooperative enterprises, as well as a replacement of the organizational and legal forms of doing business. When replacing any of the divisions, the property is completely transferred to the next groups of employees hired as a result of this bill.

Reorganization in the form of affiliation, in its functions, differs significantly. Instead of replacing business owners, one organization is created, which includes several separate firms.

This step is being taken in order to expand the existing business, increasing the financial situation of each enterprise, due to coordinated work and the absence of influence of the tax inspectorate on each company separately. When carrying out reorganization in the form of merger, all enterprises remain unchanged in the state register.

The reasons for carrying out this process may be criteria such as:

• the emergence of strong competition in the market, which can affect the trade statistics of other firms;
• increase in purchase prices for raw materials;
• insufficient organization of the enterprise to produce high-quality final products;
• vision of further prospects for the modernization of manufactured products and a possible increase in demand specifically for their products.

Thus, based on the above information, we can conclude that reorganization can keep on the market those enterprises that have become practically unsuitable for the production of goods, with the aim of their further modernization.

Step-by-step instructions for reorganization in the form of affiliation in 2017

Reorganization in the form of affiliation is carried out in a certain order, which cannot be violated.

Taking into account all the amendments to bills and regulations of the Russian Federation as of 2017, the step-by-step instructions for conducting this event look like this:

1. Step one is choosing a reorganization method by voting by all participants.

There are only 5 methods, but in this article we are talking about a specific form - accession.

1. Step six is ​​to conduct a complete inventory of the property, recording each object in the register, having previously given it an inventory number.

After describing the property in the form of a list, it is also necessary to draw up an act of transferring this property to the disposal of the new manager.

After receiving the document confirming the completion of the procedure, within 3 days it is required to send a written notification to the authority on behalf of the head of the enterprise, which made the decision on reorganization later than everyone else. After this, the changes will be entered into the register and subject to changes in the taxation of the combined organization.

Find out about further prospects for reorganization in the form of affiliation from the video.

Personnel issues

Since during the reorganization of an enterprise there is a complete replacement of not only the management team, but also most categories of workers, the question of the work of the personnel department during this procedure becomes acute. When joining and merging, changing the composition is not a prerequisite.

Therefore, all employees remain in their positions; only their work charter can be changed due to economic and technical changes in the enterprise.

The HR department pays special attention to female employees at any stage of pregnancy. In this case, the employee cannot be dismissed under any circumstances, other than those specified in the work charter, or on his own initiative.

All workers, upon completion of the reorganization process, receive an act of agreement with a new employment contract and note this change in the work book. If an employee refuses an assigned position for any reason, he should notify new management.

In this case, the manager of the organization is obliged to give the employee a package of documents that indicate: a note about the reorganization process, the position offered to him and the conditions that the employee must fulfill in case of refusal of the employment contract.

Nuances of the procedure in 2017 that you should pay attention to

If the merging organizations are not cooperative, but are registered as an antimonopoly authority, additional requirements are imposed on them. They consist in the fact that such organizations must additionally obtain permission from the FAS.

According to the conditions of the legislation of the Russian Federation, when issuing a permit, special attention should be paid to those enterprises whose total assets exceed the mark of 7 billion rubles. The changes also apply to those institutions that carry out their activities with a license.

In this case, the company being merged with must re-register such organizations.

The state has set a time limit for resolving this issue, individual for each enterprise, depending on the current situation. Mainly, insurance companies, companies and factories specializing in the sale of alcoholic beverages, and companies engaged in communication services are subject to such changes.

Another nuance may arise when working with budgetary organizations.

This is due to the lack of commercial goals for enterprises of certain categories:

• educational (schools, technical schools, institutes, lyceums, etc.);
• cultural (theatres, museums, etc.);
• charitable (exhibitions, foundations);
• scientific (laboratories, research centers);
• social;
• health protection.

In this case, the reorganization is carried out in accordance with the established procedure of the Federal Law “On Non-Profit Organizations” No. 7, dated January 12, 1996.

About the accrual of vacation pay in the article. Changes in 2017 that affect the amount of vacation pay, additional leave, formula and examples of calculating vacation pay.

A sample of the 2017 workers' compensation regulations is here.

Emerging violations during the reorganization process

This process is quite difficult, and, as a result, entails a group of possible violations that occur intentionally or unintentionally. One of such violations is considered to be the failure to include small joint stock communities in the list of organizations participating in the reorganization.

Thus, these enterprises are deprived of the opportunity to participate in this process.

The second, most common violation is the failure to notify a certain circle of shareholders within the period allotted by the state - 30 days. Also, due to the large number of obligations of shareholders and managers, their proper fulfillment is not always possible.

Violations by “state” institutions are also not uncommon. Such violations include the pursuit of a commercial goal by the head of a government agency.

Such purposes are not mentioned when carrying out the reorganization, and, accordingly, such an organization is not subject to tax.

The most common reorganization problems

The problems of the reorganization mainly lie in the incorrect preparation of documents and violations of the allotted deadlines. Regarding documents, irregularities are often observed in the preparation of the inventory list.

Problems may arise in the future with unlisted property.

Frequent problems also arise when transferring personnel to new positions. When filling out documents, violations occur, during the proceedings of which the deadlines are significantly delayed, exceeding the permissible limits.

This way you can avoid fines and expired documents.

Find out about reorganization in the form of merger using the example of an LLC in the form.

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Reorganization of an enterprise in the form of merger: what it is, how and why it is carried out

Reorganization of legal entities is quite relevant in our time. However, not everyone knows how it is done and what nuances of the procedure exist.

It is worth familiarizing yourself with this issue in detail if you want to join another company in order to avoid serious mistakes.

Dear readers! The article talks about typical ways to resolve legal issues, but each case is individual. If you want to know how solve exactly your problem- contact a consultant:

Regulation by law

According to Article 57 of the Civil Code of the Russian Federation:

• Any form of reorganization is carried out by decision of the founders of the company or the relevant bodies authorized to do so. A simultaneous combination of its forms, participation of two or more enterprises, even if they are created in different organizational and legal forms, is allowed. The transformation of financial institutions is determined by the legal norms that govern their activities.
• The law provides for situations where the reorganization of enterprises in various forms requires the consent of authorized government agencies.
• Reorganization is considered completed from the moment of state registration, with the exception of procedures performed in the form of merger. When carrying out legal transformation. of a person in this form, it is reorganized from the moment an entry about its liquidation is made in the Unified State Register of Legal Entities. The next state registration is available no earlier than the expiration of the relevant period allotted for appealing the decision on reorganization.

You can learn more about this procedure from the following video:

What is joining

Merger is one of five forms of reorganization. They confess termination of the activities of one or more organizations with the transfer of rights and obligations to another company according to the transfer deed. When it is carried out, only those companies that have the same organizational and legal form can act as participants.

It is worth noting that this decision must be made by the general meeting of participants of each organization. After the reorganization, the legal entity to which the merger was carried out will become the legal successor of all rights and obligations of other enterprises.

When carrying out such a transformation, it is worth paying attention to the following features.

Mixed form

This type of reorganization is the merger of legal entities with different organizational and legal forms. Current legislation does not provide for such a procedure. This applies to all enterprises, regardless of their type of activity.

However, the legislation does not contain rules that would prohibit this procedure. It is advisable to use mixed reconstruction to save money and time.

Permission to carry out activities from the antimonopoly authority

Preliminary consent to the procedure from the antimonopoly authority will be required with the participation of commercial companies that specialize in trade, production and provision of services if their total balance sheet assets exceed twenty million rubles as of the last reporting date.

In cases where the amount is less, entrepreneurs should only notify the relevant authorities of the decision to transform.

Reorganization of financial organizations of various types is carried out only with the consent of the antimonopoly committee if the authorized capital of one of them exceeds five million rubles. For insurance companies, this amount will be ten million rubles, and for credit companies – 160 million.

Name

Most often, the name of the organization does not change during the transformation process. However, the law does not prohibit this.

Renaming a company is especially important if the name has been registered as a trademark. This should be stated in the relevant part of the accession agreement.

Legal address

When reorganizing, changing the location of the company is available. However, you will have to transfer to another city and change the tax authority, which will lead to the procedure being delayed.

List of participants

The law prohibits changing the composition of founders during or after reorganization.

Authorized capital

The legislation does not limit the formation of the company's authorized capital. It mainly consists of the capital of all participants. A preliminary issue of shares may be required.

Notification of creditors

Reorganization involves the liquidation of a legal entity, so notification of all creditors and publication of information in a periodical will be required. Residents of the capital can use the State Registration Bulletin for this.

This condition must be met within a month from the date of the decision. In turn, creditors have the right to demand early fulfillment of obligations.

Transfer deed

It is a document that reflects all rights and obligations, as well as relevant provisions on succession.

It is approved by the governing bodies of the merging organizations. They can be participants in the transaction or shareholders.

Place and authority of registration

State registration of a company must be carried out by the relevant authorities at the location, namely the tax office.

You can find out the options for employer liability for unlawful dismissal of an employee here.

Step-by-step instruction

When reorganizing legal entities, actions are performed in the following sequence:

• Selecting enterprises to join.
• The general meeting of founders makes a decision on the reorganization, approves its form, the charter of the organization, the agreement and the transfer deed.
• Notification of state registration authorities.
• Determination of the place of registration by location.
• Preparing directly for the conversion process:
  • making a corresponding entry in the Unified State Register of Legal Entities;
  • publication in a local periodical;
  • performing inventory;
  • notification of creditors for each enterprise that requires it;
  • drawing up and approval of the transfer act;
  • payment of state duty.
• Submitting a package of documents to the tax office for the following purposes:
  • entering into the register an entry indicating the liquidation of the acquired companies and information about the newly created organization;
  • obtaining documents that confirm the existence of an entry in the Unified State Register of Legal Entities;
  • notification from registration authorities about the liquidation of legal entities;
  • receiving a certified copy of the decision to register the liquidation of the acquired organization, an application and an extract from the register.

The procedure will cost about three months. The cost will be approximately 40,000 rubles depending on the number of legal entities being merged.

Transfer of property, rights and obligations

In a legal sense, the reorganization is completed, but the legal entity must take steps aimed at transferring rights and obligations. Registration is carried out in the following sequence:

1. The acquired company transfers accounting information into the new company's system.
2. Re-registration of branches, divisions, current accounts, etc.
3. Re-registration of real estate.
4. When carrying out licensed activities, an application must be submitted to the licensing authority to obtain a new permit that corresponds to the type of activity of the company.
5. Personnel transfer.
6. Re-registration of obligations under the contract and outside the contracts.

At this point, the procedure for the transfer of powers ends, and the legal entity to which the organization joins has the right to dispose of its property and receives its rights and obligations.

Personnel transfer

When organizations join, personnel are transferred. At the same time, employees remain in their previous positions and perform similar duties.

This does not require issuing an order to hire new employees; it is enough to draw up documents for their transfer, and the company, which is joined by another legal entity, will receive new employees.

The reorganization procedure is a complex process. When carrying out this procedure, you must adhere to the law. If you have no experience in this matter, it is recommended to contact specialists who will help in preparing the documents. Having completed all the steps correctly, the procedure will be successfully completed, and in the future, neither party to the transaction will have problems with this.

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The reorganization of any legal entity is aimed at optimizing the costs of paying management personnel, reducing organizational costs, and increasing the competitiveness of products and services. But in order to carry it out in accordance with the law, it is necessary to adhere to a certain sequence of steps. Otherwise, the process may be unjustifiably delayed or completely ineffective.

Reorganization of a legal entity in the form of merger means the entry of one or more enterprises into another company. In this case, the merged companies as legal entities are liquidated. During the merger process, all rights and obligations, all assets and liabilities are transferred from liquidated companies to one legal entity. In this procedure, one company absorbs another or several smaller companies, becoming their successor.

The fundamental difference between this form of reorganization and others is the possibility of merger only if all legal entities participating in this procedure belong to the same legal form. This means, for example, that legal entities can join an LLC exclusively in the form of an LLC, and a PJSC can join only in the form of a PJSC.

As a result, the joining enterprises are liquidated, and any changes are made to the data of the state register (USRLE) of the enterprise to which they joined. The merger process is considered fully completed when a record of the termination of the activities of the acquired enterprises appears in the Unified State Register of Legal Entities (Article 57 of the Civil Code of the Russian Federation). The accession procedure must be carried out using successive steps clearly defined by law, prescribed in the Tax Code of the Russian Federation, taking into account the amendments introduced by Law No. 99-FZ of 05/05/2014.

In the general process of reorganization in the form of merger, the following main links are distinguished:

1. Conducting general meetings at enterprises and formalizing the decisions of these meetings.
2. Notification of the regional tax authority about the start of the merger procedure.
3. Carrying out an inventory of the property of the acquired organizations and drawing up inventory acts.
4. Transmission of messages about the ongoing reorganization to the media and creditors.
5. Registration of the transfer deed.
6. Payment of state duty.
7. Submission of the prepared package of documentation to the tax authority.
8. Curtailment of production processes at the acquired enterprises and dismissal of workers.
9. Liquidation of affiliated companies.
10. Recording changes made in the Unified State Register of Legal Entities and obtaining registration documents.
11. Notification of all interested enterprises and government bodies about the results of the reorganization.

Video: when to choose reorganization in the form of affiliation

Preparatory stage

The holding of general meetings is preceded by a preparatory stage, including meetings of the boards of directors or supervisory boards of companies participating in the reorganization process. Meetings at the director level are held both in the company to be merged and at the merged enterprises.

At these meetings, a fundamental decision is made on the form of reorganization, issues related to preparing general meetings of shareholders or participants, conducting inventory checks are made, steps towards the reorganization are specified, and the composition of responsible persons is determined. In such meetings, the participation of a notary is mandatory, unless another method of confirming the decisions made at it is established by the charter (Part 3 of Article 67.1 of the Civil Code of the Russian Federation).

At the preparatory stage, draft documents are drawn up and submitted for discussion and approval at the general meeting of shareholders or participants

Based on the decisions of these meetings, the appointed responsible persons draw up projects:

• accession agreements;
• transfer deeds.

The preparatory stage also includes obtaining preliminary consent from the antimonopoly service for reorganization in the form of merger.

Carrying out an inventory

At enterprises that, by decision of the board of directors, are scheduled for merger, inventory checks of all assets and comparison of all liabilities are carried out before holding general meetings. The inventory procedure is regulated by the accounting provisions approved by the Law “On Accounting” No. 402-FZ dated December 6, 2011. Moreover, the inventory during liquidation is fundamentally no different from the current inventory.

Inventory is carried out with the aim of recording the quantity and condition of available property and comparing the obtained data with accounting figures.

Based on the results of the inventory (based on the decision to merge), all assets and liabilities of the acquired enterprises are transferred to another company. Therefore, the inventory must be comprehensive. It should include an inventory:

• property and financial obligations;
• fixed assets;
• intangible assets;
• financial investments;
• inventory items;
• work in progress and deferred expenses;
• cash, monetary documents and strict reporting document forms;
• settlements with banks, budgetary organizations, buyers, suppliers and other debtors and creditors;
• reserves for upcoming expenses and payments.

The procedure for conducting and registering an inventory must comply with all applicable standards. Otherwise, its results will be considered invalid. This is especially important for the merger, since based on the results of the inventory of property and obligations, a transfer act will be drawn up.

Holding general meetings of shareholders or participants

Activities to convene general meetings begin with the formation of a list of shareholders or participants who must take part in them. It also determines the persons who have the right to repurchase their shares or their shares in companies. After these lists are formed, a notice is published about the place and date of the general meeting. The text of the message is sent to all shareholders or participants of companies, as well as other interested persons and organizations.

General meetings begin with registration of the participants present. After this, the results of the inventory are made public and decisions made by the boards of directors are discussed. Then draft agreements and transfer deeds are discussed.

Based on discussions and consultations at the general meeting, the texts of the accession agreements and the transfer act are approved. Minutes of the meeting are drawn up, where the following points must be included (letter of the Ministry of Finance of the Russian Federation No. 03–01–01/08–176 dated June 16, 2003):

• the basis for the decision to join;
• time of reorganization;
• responsible persons;
• financing the costs of reorganization measures.

At general meetings of enterprises participating in the merger process, the method for holding a joint meeting to sign the merger agreement is indicated. At a joint meeting of the main and affiliated companies, the minutes of the joint meeting and the merger agreement are approved.

Certified minutes of the general extraordinary meeting on the issue of reorganization in the form of affiliation are transferred to the territorial tax authority that registered the enterprise within seven days from the date of their preparation.

Notification of the regional tax authority about the start of the merger procedure

Notification of the start of the merger process is sent within three days after the joint general meeting at which the decision on reorganization was made (Article 60 of the Civil Code of the Russian Federation). This notification is drawn up on form P12003, approved by Order of the Federal Tax Service N ММВ-7–6/25@ dated 01/25/2012, and is filled out as follows:

1. On the first page of the form, the number 1 is placed in the first paragraph, and the number 5 in the second.
   On the first page the numbers corresponding to the reorganization in the form of affiliation are entered
2. On the second page of the document, the OGRN, TIN and the name of each of the acquired enterprises are indicated.
   The number of pages of form P12003 corresponds to the number of enterprises being merged
3. The third page provides information about the applicant. In this case, it is the main company, which was joined by other enterprises. In paragraph 2, the number 1 must be entered.
   On the third page of form P12003, the OGRN, TIN and name of the applicant’s enterprise are recorded
4. The fourth page provides information about the head of the applicant’s enterprise who signs the notification.
   On the fourth page of the notification form, the details of the identity document of the director of the main organization are indicated
5. The last page of the notification is signed by the head of the applicant organization. This page must be completed and certified by a notary.
   On the last page, the signature is placed in the presence of a notary, who certifies its authenticity

The notice should be accompanied by minutes of the joint meeting and the meetings of each of the participating enterprises. They can be issued in the form of extracts. If the time for completing the protocols does not fit within the three-day period, then they are sent separately within seven days after the last one is signed.

You should simultaneously inform the tax authorities and extra-budgetary funds - the Pension Fund of Russia and the Social Insurance Fund - about the start of the procedure. After entering information about the beginning of the reorganization into the Unified State Register of Legal Entities, the main company is obliged to make a publication in the State Registration Bulletin. This message must be duplicated in the same publication a month later.

A message about reorganization in the form of affiliation is submitted in the “Bulletin of State Registration” twice

And also in accordance with paragraph 1 of Art. 60 of the Tax Code of the Russian Federation, both the main and the acquired companies are required to notify their creditors of the ongoing operation within five days from the date of making entries in the Unified State Register of Legal Entities. This notice is issued in the form of a document and sent by registered mail.

There are quite strict conditions for issuing a notification to the Federal Tax Service:

• filling out manually or using a computer program;
• elimination of blots, corrections and errors;
• absence of blank sheets or pages in the document;
• the presence of continuous numbering in the form of a three-digit number like 002,013, etc.;
• absence of a signature in the upper right corner of the document confirming approval of the printed form;
• Printing on both sides is not allowed;
• font color or ink (paste) color should only be black.

Drawing up a transfer deed

The only document establishing the legal succession of the main company during reorganization by merger is the transfer deed. The transfer act is drawn up by the acquired enterprise. There are no statutory forms for the deed of transfer. However, the content of the transfer deed is regulated in Art. 59 of the Civil Code of the Russian Federation as amended by law No. 99-FZ. It is indicated here that absolutely all assets and liabilities are included in the transfer act during reorganization in the form of affiliation.

Both lawyers and the accounting department must participate in the preparation of the transfer deed. Indications of the transfer act are taken on the basis of the separation balance sheet data. In turn, the separation balance sheet information is formed on the basis of inventory checks and accounting reports. The correctness of reflecting the enterprise's debt to creditors and suppliers depends on the legal assessment of the enterprise's legal service.

Together with the transfer deed, a whole set of the following accounting documents is usually sent to the tax authority:

• balance sheet based on the results of the last annual or quarterly report;
• final inventories of property and other liabilities;
• primary documents for property accounting;
• lists of creditors and debtors indicating terms and amounts;
• separation balance.

The transfer act is approved by the founders of the enterprise at the general meeting of founders (shareholders).

Payment of state duty

For the transfer of property from the acquired enterprises to another enterprise, which can be conditionally called the main one, a state duty is paid. The amount of the duty is determined by the Tax Code (clauses 9 and 20, clause 1, article 333.33 of the Tax Code of the Russian Federation).

According to the latest changes made to the Tax Code of the Russian Federation by Law No. 221-FZ, from January 1, 2015, this state duty for a legal entity is 0.1% of the value of the transferred property. In this case, the maximum amount of state duty should not exceed 60 thousand rubles.

The final stage of reorganization through merger

After at least three months have passed from the date of publication of the press notice about the beginning of the reorganization process, the final stage of the merger begins. At this stage, the company to which the liquidated enterprises have joined sends a package of documents confirming the changes made to the registering tax office. Based on these documents, the Federal Tax Service Inspectorate completes the registration of changes, namely:

• makes changes to the Unified State Register of Legal Entities;
• transfers to the main company an extract from the Unified State Register of Legal Entities, recording the changes made there;
• sends notifications to the tax inspectorates with which the affiliated enterprises were registered about their liquidation.

Along with the notice of liquidation of each of the enterprises, copies are attached to them:

• statements of these enterprises to cease operations;
• positive decision of the tax service on this application;
• extracts from the Unified State Register of Legal Entities on the liquidation of affiliated enterprises.

From the moment of transfer of these documents and the liquidation of the last of the merged enterprises, the reorganization process is considered completely completed (clause 4 of article 57 of the Civil Code of the Russian Federation).

A package of documents submitted by the main company to complete the merger process

Law No. 129-FZ clearly states the list of documents that are submitted in this case to the tax authorities:

• application on form P16003;
• constituent documents of each organization taking part in the process, including the charter, TIN, OGRN;
• decision of the general meeting on accession;
• affiliation agreement signed at a joint meeting;
• a copy of the message published in the press;
• document confirming payment of state duty;
• deed of transfer.

Personnel issues arising during reorganization by merger

When reorganizing in the form of affiliation, in most cases, only the name of the employer changes for employees, and the labor relations remain the same as they were.

The algorithm of actions in relation to the labor collective in this situation on the part of the enterprise subject to liquidation seems to be as follows:

1. Distribution of notifications about the upcoming reorganization to each employee personally.
2. Accepting applications for resignation.
3. Registration of dismissals according to received applications.
4. Transferring the list of remaining employees to the HR department of the main company.

Notification of the upcoming liquidation of the company is carried out in the form of a random written message addressed to a specific employee.

And also, in any form, letters of resignation are written from employees who do not want to continue working at the new enterprise. For example, this application can be submitted using the form below.

Based on the dismissal applications received, the HR department issues dismissal orders. To issue such orders, there is a T-8 form. The order, together with the application, is the basis for making a corresponding entry in the work book of the resigned employee.

The procedure for accepting employees who wish to remain working at the enterprise under the new flag is as follows:

1. An order is issued to transfer employees from the liquidated company to the legal successor.
2. Entries are made in work books.
3. A record of a change in the name of the employer is made on the employment contract form.

The transfer order is drawn up in any form. This document formalizes the actual transition of the employee and his inclusion in the staff of the main company.

Regarding the registration of an entry in the work book for such a “new” employee, lawyers’ opinions differ slightly. According to information received from the head of the Legal Department of the Federal Service for Labor and Employment, Mr. A.V. Anokhin, a record of dismissal in this case is not made, and in column three it is written that the joining organization was reorganized into another from a certain date. Column 4 contains the number of the reorganization order.

During such a transition, an inscription about the change of enterprise is made on the employment contract with the “new” employee. The employment contract for employees who transferred to the main enterprise as a result of the merger does not change.

Liquidation of affiliated enterprises

As a result of reorganization in the form of merger, the joining companies cease their activities through liquidation. All rights and obligations of liquidated enterprises are transferred to the organization to which they joined.

This form of liquidation allows you to close enterprises that have debts to creditors without tax audits.

The process of liquidation of the merged enterprises proceeds in parallel with the transfer of assets and liabilities to the main company. Liquidation in the form of merger differs from other methods of terminating activities primarily in the need to draw up a transfer act.

An enterprise liquidated in this way must send the following package of documents to the tax office:

• application in form No. P12001;
• minutes of the general meeting with the decision on accession;
• agreements with the new organization regulating the terms of the transition;
• a copy of the OGRN certificate;
• a copy of the tax identification number;
• deed of transfer;
• document confirming payment of state duty.

Liquidated enterprises must inform the press about the beginning of their liquidation procedure. A total of two advertisements are submitted with an interval of one month. Creditors have three months to file claims. And it is also necessary to make a reconciliation with the Pension Fund during this period.

Based on the submitted documents, the Federal Tax Service issues:

• certificate of liquidation;
• notice of deregistration;
• extract from the Unified State Register of Legal Entities.

The issuance of these documents means the final completion of the liquidation process.

Advantages and disadvantages of reorganization by merger

The main advantages of reorganization by merger include the following:

• there is no requirement to submit information about debt in relation to the Pension Fund and the Social Insurance Fund;
• lack of tax audits;
• obtaining documents on liquidation and extracts from the Unified State Register of Legal Entities;
• small amount of state duty.

The disadvantages of reorganization by merger are mainly associated with the debt obligations of liquidated firms. The fact is that in this case, subsidiary liability arises before the former founders of the acquired enterprise. And although formally the debts are transferred to the legal successor, in fact they will be collected from the founders of the liquidated company.

Having large debts has another unpleasant side. So, if previously enterprises with bad debts, which are being checked, have already joined the main organization, then if a new company joins, it will also fall under the distribution, as they say. In other words, this newly joined company will be checked as carefully as previously joined organizations with problem debts.

Finally, the risks of reorganization by merger include the possibility of not notifying some creditors. If the creditor to whom the notice was not sent subsequently asserts its rights, the reorganization may be declared invalid. In addition, the merger process, more than other forms of reorganization, carries the risk of possible violations, which lead to the refusal of the tax authorities to register it.

Among such violations, it is necessary to note, first of all:

• approval of the decision on reorganization by an unauthorized body of the enterprise;
• violation of the rights of a participant or shareholder, which he can challenge in court;
• errors in information sent for entry into the Unified State Register of Legal Entities.

Accession is a complex, long-term and rather painful process that requires careful consideration of legal and economic issues. Despite this, such a reorganization is an alternative to the complete liquidation of enterprises, since at the end of this process the acquired company continues to operate as part of another company, and its workforce is not subject to immediate reduction.

Hello, dear readers of the business magazine website! We continue the series of publications on the topic of reorganization of legal entities and liquidation of an enterprise. So, let's go!

Doing Business - it’s not an easy matter. It comes with a lot of problems. Situations often arise when it is necessary transform the company or even at all liquidate it. These processes are complex, requiring time and knowledge of their features. Therefore, let's look at them in more detail.

From this article you will learn:

• Reorganization of a legal entity - what it is and what forms of reorganization exist;
• Everything about liquidating an enterprise - step-by-step instructions with one or several founders;
• Features and nuances of these procedures.

The article describes in detail what reorganization is, what needs to be taken into account when reorganizing in the form of annexation, spin-off, transformation. Step-by-step instructions for liquidating an enterprise (firm, organization) and much more are also described.

1. Reorganization of a legal entity - definition, forms, features and terms

Reorganization is a process that results in change in the form of activity of a legal entity, association of several organizations or on the contrary, their separation.

In other words, as a result of the reorganization one company ceases to exist, but another appears(or several), which is the legal successor of the first.

The reorganization process is regulated by legislative acts: Civil Code, laws on joint stock companies, OOO.

There are a number of features:

• several forms of reorganization can be combined within one process;
• participation of several companies is possible;
• forms of commercial associations cannot be converted into non-profit and unitary companies.

1.1. 5 forms of reorganization of legal entities

The law provides for several forms in which reorganization can take place.

1. Conversion

Conversion is a reorganization process in which the legal form of a company changes.

2. Selection

Selection – this is a form of reorganization in which new ones (one or more) are created on the basis of one company. The created companies transfer part of the rights and obligations of the original one. During the spin-off, the reorganized company continues its activities.

3. Separation

During the division, instead of an organization, several subsidiaries are formed, which completely take over the rights and obligations of the parent company.

4. Joining

Upon merger, the organization becomes the legal successor of one or more others whose activities are terminated.

5. Merger

A merger is the formation of a new organization on the basis of several, the existence of which ceases.

Step-by-step instructions on how to carry out reorganization in the form of affiliation

Reorganization in the form of affiliation - step-by-step instructions for the procedure

Only those companies that have the same organizational and legal form can participate in the merger process. The form of reorganization in the form of merger is quite popular, so we will describe it in more detail.

The procedure for reorganization by merger includes several stages:

Stage 1. First of all, you should decide which companies will participate in the process. Typically, such a decision is made by several interrelated organizations that have different locations.

Stage 2. A joint meeting of the founders of all merging companies is held. It makes a decision on reorganization in the form of merger. In this case, the charter of the new company must be approved, a merger agreement must be drawn up, as well as an act of transfer of rights and obligations.

Stage 3. When the decision to join is made, authorities involved in state registration should be notified of the beginning of this process.

Stage 4. It is important to choose the right place where the state registration of the new company will take place. This will be the location of the organization that other firms join.

Stage 5. An important stage of accession activities is preparation for the process.

It usually involves several stages:

• notification of the tax authorities followed by making an entry in the Unified State Register of Legal Entities that the reorganization process has begun;
• inventory of the property of the acquired companies;
• twice, with an interval of one month, a message about the reorganization is published in the media (Bulletin);
• notification of creditors;
• execution of the transfer deed;
• payment of state duty.

Stage 6. Submitting a package of necessary documents to the tax authorities, on the basis of which the Federal Tax Service carries out the following actions:

• to the register of legal entities information about the termination of the activities of the acquired companies is entered, as well as changes in the legal entity to which the merger takes place;
• legal entities are issued documents that confirm the entry into the Unified State Register of Legal Entities;
• without fail informs the registration authorities about changes that have occurred, sends to it copies of the decision and application for registration of the termination of the activities of the acquired companies, and an extract from the register.

Stage 7. Completion of the joining process

To join a legal entity through reorganization, you will need to provide the following package of documents to the tax authorities:

• application form filled out P16003;
• constituent documents of all participants in the process - certificates of tax registration and state registration, extract from the register of legal entities, charter and others;
• decisions of individual meetings, as well as decisions of the general meeting of the joining companies;
• agreement of adhesion;
• confirmation that the message was published in the media;
• deed of transfer.

Usually the joining takes place on time up to 3 (three) months. Cost of the procedure for a number of participants up to 3 (three) amounts to 40 thousand rubles. If there are more of them, for each additional company you will have to pay an additional 4 thousand rubles.

1.2. Features of the reorganization

Despite the fact that the reorganization of companies of different legal forms differ from each other, it is possible highlight a number of common points in this process:

1. To carry out the reorganization, it must be documented confirmed decision. It is accepted by the participants, founders of the organization or the body authorized by the constituent documents for such actions. In cases provided for by law, such a decision may be made by government agencies.
2. The reorganization of a legal entity is considered completed when state registration of created organizations was carried out. When the procedure is carried out in the form of merger, another principle applies: the end of the process in this case is considered to be the day when an entry was made in the register that the activities of the merged companies were terminated.

The procedure for reorganizing enterprises (firms, organizations)

1.3. The procedure for reorganizing an enterprise - 9 stages

Reorganization is often the best, and sometimes the only possible way for legal entities to solve their problems.

At the same time, the Civil Code stipulates the existence of two possible forms of reorganization:

• voluntary;
• forced.

Their main difference is who initiates the reorganization procedure.

The decision to transform a legal entity on a voluntary basis is made by the authorized body of the company. Forced reorganization most often carried out on the initiative of government bodies, for example, courts or the Federal Antimonopoly Service.

A compulsory procedure can also be carried out in accordance with legal requirements. Such a case is the transformation of a limited liability company when the number of participants exceeds 50 (fifty).

It is important to note that for voluntary reorganization Any methods can be used to carry it out. Forced transformation of a company can only be carried out in the form of division or spin-off.

Despite the existing possibility, forced reorganization has not received widespread practical application in Russia. Conversion is in most cases voluntary.

Stages of reorganization of a legal entity

The process of reorganization is largely determined by the form in which it takes place. However, we can distinguish the main stages that correspond to absolutely all types.

Stage No. 1 – making a decision to begin the reorganization

Reorganization is impossible without making an appropriate decision. However, there are a number of rules according to which the transformation is considered approved.

For joint stock companies (JSC), the number of meeting participants who voted for the reorganization should be at least 75%.

If you plan to transform a limited liability company (LLC), this procedure must be all its participants agree. A different principle applies only if it is stated in the charter.

Often it is at the first stage that disagreements arise between company participants. Therefore, already upon registration of a legal entity the terms of the charter should be carefully considered. We have already written about this in one of our issues.

Stage No. 2 – notification to the tax service about reorganization

To notify the Federal Tax Service about the decision made, a legal entity is given 3 days. The corresponding document is filled out on a special form. At this stage, the tax office enters information about the start of the reorganization into the Unified State Register of Legal Entities (register of legal entities).

Stage No. 3 – notification of creditors about the planned reorganization

It is mandatory to inform all creditors of the legal entity that a decision has been made to reorganize the company. On this 5 days are allotted, starting from the date of notification to the tax authorities.

Stage No. 4 – posting information about the upcoming reorganization in the State Registration Bulletin

According to Article 60 of the Civil Code the reorganized organization is obliged to post information about upcoming changes 2 times with an interval of 1 month.

Stage No. 5 – inventory

The law regulating accounting in Russia stipulates that in the event of a reorganization of a legal society, an inventory of its property must be carried out.

Stage No. 6 – approval of the transfer deed or separation balance sheet

At this stage, the following package of documents is prepared:

• an act confirming the holding of an inventory in the company;
• information on accounts receivable and accounts payable;
• financial statements.

Stage No. 7 – holding a joint meeting of all founders of companies participating in the reorganization

This meeting is held for specific purposes:

• approve the charter of the new company;
• approve the transfer act or separation balance sheet of the organization;
• form bodies that will manage the new company.

Stage No. 8 – sending information about the upcoming reorganization to the Pension Fund of Russia

The deadline within which data must be provided to the Pension Fund is 1 (one) month from the day when the separation balance or transfer deed was approved.

Stage No. 9 – registration of changes with the tax authorities

In order to register changes, a certain package of documents is provided to the tax authority:

• application for reorganization;
• decision to carry out the transformation;
• charters of created companies;
• in case of merger - the corresponding agreement;
• transfer deed or separation balance sheet;
• confirmation that proves that notice of the upcoming changes was sent to creditors;
• a receipt confirming the fact of payment of the duty in favor of the state;
• evidence that a corresponding message was published in the media;
• confirmation that data on the reorganization has been sent to the Pension Fund.

1.4. Timing of reorganization

After submitting a package of documents to government agencies, their registration begins. This procedure lasts 3 (three) working days.

In general, the reorganization may take 2-3 months. The deadline by which the procedure must be completed is established in the decision on reorganization.

In case of forced transformation, if the reorganization is not carried out on time, government bodies may appoint a temporary manager to complete the procedure.

Stages of liquidation of an enterprise - step-by-step instructions + necessary documents

2. Liquidation of a legal entity - stages, features + documents

Liquidation of legal entities is a process in which their activities are terminated, and rights and obligations are not transferred to any successors.

There are two types of liquidation: voluntary And forced .

For voluntary liquidation a decision from the company's owners is required.

The reasons that may prompt them to liquidate the company most often lie in the inexpediency of continuing to conduct business, the fulfillment of the purpose for which the organization was created, or the end of the period of activity.

Moreover, in some cases, the inattention and negligence of employees can lead to the imposition of fines both directly on officials and on the organization as a whole.

The team of the RichPro.ru magazine wishes you success in legal and financial matters. We hope that our material will help you go through the process of liquidation or reorganization of a legal entity without any problems. We are waiting for your ratings, comments and comments on the topic of publication.

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