The law allows you to re-register a joint-stock company into an LLC, a partnership or a production cooperative. For this, reorganization is carried out in the form of transformation. What you need to know about this procedure and its requirements.
Reorganization of a company refers to the types of reorganization of legal entities. The peculiarities of this option are that there is a change in the organizational and legal form. For example, reorganization in the form of transformation is carried out when a joint-stock company needs to be replaced by an LLC. The company remains largely the same, but the corporate structure is changing, legal regulation and so on. At the same time, the company does not need to carry out settlements with counterparties in the course of changes. The provisions of Art. 60 of the Civil Code of the Russian Federation. Let us consider in more detail in which cases the transformation is allowed and what is included in the procedure.
Reorganization in the form of transformation - a form of change that affects business owners
Reorganization in the form of transformation is a change in the organizational and legal form of a company. Formally, the former company is terminated. In essence, the changes do not affect the staff of the company, the production schemes remain the same, etc. The changes concern how the shares in the business will be redistributed. The new company will differ from the old one in that it will be subject to a different part of the corporate law. Reorganization in the form of transformation is the liquidation of a legal entity of one type so that a legal entity of a different type begins to operate.
Features of the reorganization of a legal entity in the form of transformation
With a normal reorganization in the form of transformation, it is not required to comply with the requirements of Art. 60 of the Civil Code of the Russian Federation. This is due to the fact that the rights and obligations of the company in relation to third parties do not change. The rights and obligations of the company change only in relation to the owners of the participation interest - to the extent that is caused by the change of form (). The new company inherits the legal relationship of the previous one. However, the law allows for a mixed form of reorganization. In this case, the norms of Art. 60 of the Labor Code of the Russian Federation.
For example, if JSC Vostok was transformed into LLC Vostok, only the type of legal entity changed. The procedure will be simplified. But if, in addition to the transformation, the company is merged with another, and also another company is separated, the procedure must be carried out taking into account the general requirements.
The reorganization of a legal entity in the form of transformation is not possible in all cases. In Art. 68 of the Civil Code of the Russian Federation listed when it is allowed and when not. Business partnerships and companies of one type can be transformed into partnerships and companies of another type, as well as production cooperatives. However, it cannot be transformed into an individual entrepreneur, non-profit organization, or unitary enterprise.
Reorganizations in the form of transformations differ in their scheme from other reorganization schemes
The reorganization order in the form of transformation includes several stages:
- Authorized persons make a decision to conduct general meeting on this issue. If a joint-stock company is transformed, a share buyback price will need to be set. Shareholders must be notified of the price. In addition, before the date of the meeting, an inventory of the company's property and its obligations is carried out (, Regulations for the maintenance accounting and financial statements ...).
- Convene and hold a general meeting. During the meeting, an appropriate decision is made.
- They notify the tax office of the beginning of the reorganization and check the calculations with it (the Regulation on the organization of work with taxpayers ...), and also submit information to the FIU. If a joint-stock company is being transformed, it is necessary to buy back shares from shareholders who have stated such a requirement. If the LLC is transformed into a JSC, it is required to register the issue of shares. Early settlements with counterparties are not carried out.
- Register a new company. For this, documents are sent to the tax office. On their basis, the inspectorate will make changes to the Unified State Register of Legal Entities. After the registry appears new entry, the reorganization in the form of transformation is considered completed.
Free conferences in regions
March 29 - Yekaterinburg; April 26 - Novosibirsk; May 31 - Nizhny NovgorodA professional help system for lawyers, where you will find the answer to any, even the most difficult question.
See what conditions the courts most often rate differently. Make sure to include safe wording of such terms in your contract. Use positive practice to persuade the counterparty to include a clause in the contract, and negative practice to persuade them to abandon the clause.
Challenge the orders, actions and omissions of the bailiff. Release property from seizure. Collect damages. This recommendation contains everything you need: a clear algorithm, a selection judicial practice and ready samples complaints.
Read the eight unspoken registration rules. Based on testimony from inspectors and registrars. Suitable for companies that have been tagged by the Federal Tax Service Inspectorate.
Fresh positions of courts on controversial issues of recovery of legal costs in one review. The problem is that many details have not yet been written into the law. Therefore, in controversial cases, focus on judicial practice.
Send a notification to your cell phone, e-mail or parcel post.
Under reorganization in the form of transformation in accordance with Ch. 4 of the Civil Code of the Russian Federation implies a change by the company of its organizational and legal form. The former firm ceases to operate and a new legal entity is created.
At the same time, in the process of reorganization of a legal entity through transformation, the charter and other constituent documents... All rights and obligations from the old company are transferred to the new one.
Unlike other types of reorganization (accession, spin-off, merger), one legal entity begins this process, but in the end, a completely different one is created.
Tax consequences of reorganization in the form of transformation
Art. 50 of the Tax Code of the Russian Federation guarantees to legal entities on the part of the state the observance of rights and legitimate interests. When a company is reorganized, new tax liabilities do not appear, but those that have arisen earlier are not canceled either. In accordance with paragraph 1 of Art. 50 of the Tax Code of the Russian Federation, the burden of paying taxes is transferred to the legal successor. An exception may be cases that are associated with the reorganization in the form of separation, taking into account some reservations.
Taxes, in accordance with paragraph 2 of Art. 50 of the Tax Code of the Russian Federation, the successor will have to pay regardless of whether he is informed about the presence of a debt to the budget from the old company or not.
Note! All the responsibilities that the original enterprise had are transferred to the successor, therefore, it is inappropriate to carry out this procedure deliberately in order to reduce tax payments.
Tax officers will not be able to fine the legal successor for the mistakes of the predecessor in the event that no violations were found in him prior to the reorganization process.
The company, which is subject to liquidation, is obliged to draw up the final accounting statements on the date that will precede the date of the entry of the reorganization. The newly created legal entity is obliged to provide opening statements, that is, to transfer accounting indicators from the final statements of the predecessor company.
After the transformation, the regime of simplified taxation or single tax on imputed income can be used only if the legal successor submits a corresponding application to the tax office. This must be done within five days from the date of creation of the company.
Features of reorganization in the form of transformation
After reorganization through transformation, the activities of the old legal entity are terminated and new company... The company details are changed. The assigned individual taxpayer number of the converted company is excluded from the unified state register, after which the successor receives his TIN. If the legal form of the company changes without reorganization, then the INN does not change. For example, if a CJSC is formed from an OJSC, then no changes are made to the register.
The reorganization of a company, carried out in the form of transformation, is viewed from a legal, economic and macroeconomic point of view.
From a legal point of view, after the reorganization, a new company is formed, inheriting all the assets and liabilities of the old one.
From an economic point of view, the internal structure, management and organizational and legal structure of the established company are changing, while all other areas of activity remain the same.
From a macroeconomic point of view, the balance sheet of the company does not change, so the transformation will be a neutral process for it.
For business owners who would like to expand their activities and have reached the maximum number of participants, a change in the organizational legal form will be beneficial. But not in all cases the transformation of the company will indicate the future consolidation of the company.
Reasons for reorganization
Most often, merger is used so that companies can, by combining statutory goals, achieve the most effective result in the use of assets.
A legal entity usually plans to carry out a reorganization for several reasons:
- drop in demand for manufactured products or services provided. With the help of reorganization, it will be possible to modernize production and equipment. This will increase the competitiveness of products;
- business takeover. A stronger company absorbs another in order to increase its competitiveness;
- division of business. If the founders cannot agree with each other, then they have the right to divide their assets;
- withdrawal of assets from the turnover of a legal entity. It is not easy to do this without breaking the law. But when creating a new legal entity, you can transfer part of the assets to it;
- transfer of assets to third parties. This option is advisable if the originally created legal entity is prohibited from making transactions;
- the use of special tax regimes or the use of tax incentives. This leads to an increase in production volumes and the overall profit of the company.
Order of reorganization by transformation
The reorganization procedure in the order of transformation includes several stages.
- the founders must decide on the reorganization at the general meeting of the owners. At the same meeting, the charter of the company is agreed, the conditions for holding are discussed, the participants decide on the exchange of contributions and shares in the authorized capital of the future company;
- within three days, you must inform the tax office in writing about the start of the procedure. Upon receipt of the notification, tax authority makes an entry in the unified state register of legal entities about the beginning of the reorganization procedure;
- twice (once a month) a message about the ongoing reorganization is reported to creditors in the media. Having received the messages, creditors, within a month after the last announcement, have the opportunity to demand early repayment debts;
- election of the company's management. By law, enterprises with different organizational forms have different structures. The responsibilities of the board of founders include determining the composition of managers, instructing the management to complete all actions to register the transformation (receiving creditors' claims on the fulfillment of obligations, compiling a register of counterparties, the amounts that must be paid);
- drawing up reconciliation statements and signing them with partners;
- repayment of accounts payable before the completion of the procedure;
- accounting of property, debt and other obligations;
- drafting and approval deed of transfer... In the absence of this document the state body has the right to refuse to register the reorganization. The statement must contain the following information:
- general information about the company;
- financial performance report;
- gear balance;
- explanations;
- transfer of all of the above documents after their registration for registration with a state body;
- liquidation of a legal entity.
The termination of the company's activities is confirmed by the issuance of a corresponding certificate. After receiving it, the actions are carried out in the following order:
- deregistration in tax office, in off-budget funds, statistics body;
- closing all accounts;
- destruction of the seal.
After that, the newly created legal entity performs the following actions:
- re-registration in all institutions as a new legal entity;
- production of a seal;
- opening an account.
Required list of documents
Registration of the transformation after the liquidation of the enterprise is made after the transfer of the following documents to the tax service:
- statements of the established form (P12001) signed by the applicant. Such a statement must be submitted for each newly formed company;
- in the set of documents of the reorganized enterprise, it is necessary to have:
- statistics codes;
- charter;
- extracts from the register of legal entities;
- certificates of OGRN.
Note! It is necessary to transfer originals or copies certified by a notary to the tax office.
Two copies of the following documents are required.
- decisions of the founders to reorganize the enterprise;
- receipts (check) to confirm payment of the state duty;
- a deed of transfer containing all the necessary information;
- a certificate confirming the absence of debt to the pension fund;
- balance sheet (copies) for the last reporting period;
- information about accounts payable;
- contact information.
For a newly created company, the following information is required:
- full and abbreviated name;
- activity codes;
- legal address;
- the size of the authorized capital with the specified form of payment;
- information about the leader, indicating the name of his position;
- information about the chief accountant;
- information about the founders and their shares in the authorized capital;
- information about the bank where you plan to open an account;
- contact information.
After the submission of the above documents and the necessary information, the registration of the reorganization of the enterprise by the tax authorities is carried out.
Terms of reorganization through transformation
In accordance with paragraph 1 of Art. 60 of the Civil Code of the Russian Federation, the state registration of a company created in the process of reorganization through transformation takes place after an entry is made in unified state register legal entities.
An application form P12003 is considered within three working days, and at the same time a change is made to the state register. An application form R12001 for state registration of legal entities created through reorganization through transformation is considered within five working days.
Note! The minimum period for the procedure will be 3.5 months, excluding the period for preparing a meeting of shareholders or company participants.
Reorganization through transformation, merger, division, separation has distinctive features... Therefore, to carry out this procedure, it is better to use the help of our lawyers. In this case professional specialists will provide a list of necessary services and reorganize in accordance with the requirements established by law. This will eliminate possible risks related to violation of the procedure for conducting the procedure and refusal to register the transformation of the company.
The legislation imposes certain restrictions on the transformation of legal entities. So a limited liability company (LLC) can be transformed into a closed joint stock company (CJSC) or an open joint stock company (OJSC) or a production cooperative (but not into a business partnership); production cooperative - in LLC, CJSC, OJSC or business partnership; OJSC and CJSC can be transformed into LLC, production cooperative or non-profit organization, etc.
see also
Sources of
Links
Wikimedia Foundation. 2010.
See what "Transformation (organization)" is in other dictionaries:
Organization transformation - termination of a legal entity of one organizational legal form with the transfer of all its rights and obligations to another newly created legal entity of a different organizational legal form. Legislation ... ... Wikipedia
The change in the existing ecological balance of natural complexes caused by economic activities of people. May be associated with the economic development of new territories or the restoration of biological or other productivity of natural ... ... Ecological Dictionary
transformation 3.14 convertingforming a polymer raw material to make an unfinished or finished product usable A source …
biometric data conversion- 4.13 biometric transformationtransformation of a BIR presented in the original format of the ESFOBD lead organization into a BIR presented in the target format of the ESFOBD lead organization Note This ... ... Dictionary-reference book of terms of normative and technical documentation
- - one of the types of corporate actions, as a result of which there is a simultaneous creation of one or more new and / or termination of one or more previous (reorganized) legal entities. Implemented in the form of a merger, ... ... Wikipedia
Reorganization of a legal entity - termination or other change legal status legal entity, entailing the relationship of succession of legal entities, as a result of which there is the simultaneous creation of one or several new, ... ... Wikipedia
- ... Wikipedia
Formation of socialist industrial relations in the village, the most important link building socialism. This process presupposes, on the one hand, the creation of large state villages. NS. enterprises, on the other hand, gradual amalgamation ... ... Great Soviet Encyclopedia
OST 1 02553-85: Complexes of flight and navigation digital airplanes and helicopters. General requirements and principles of organization of operational control- Terminology OST 1 02553 85: Complexes of flight navigation digital airplanes and helicopters. General requirements and principles of organization of operational control: 1. Computing system The set of equipment of the complex for processing and ... ... Dictionary-reference book of terms of normative and technical documentation
VISUAL TRANSFORMATION- an action that includes various kinds of manipulations with images, representations (see Manipulation of an image), actively performed in the sphere of consciousness. This is a successive (deployed in time) perception, and all kinds of measuring operations, and ... ... encyclopedic Dictionary in psychology and pedagogy
Books
- Electrobiological issues, Robert Tigranyan. The book examines the mechanism of action of ultra-weak doses of pulsed non-ionizing radiation. As directly affecting physical factor considered excited ... eBook
- State defense of Russia. Imperatives of Russian military classics,. The book contains works on the organization of the country's defense, the construction and training of the armed forces, the moral transformation of the troops of such military and statesmen, ...
The need to transform a JSC into an LLC may be due to various reasons. This is due to a decrease in the costs of maintaining JSC, the absence of an obligation to disclose information by joint-stock companies, keeping the register of shareholders by specialized registrars, conducting a mandatory annual audit, certifying decisions of general meetings of shareholders by notaries or registrars, and a number of other reasons.
Reorganization in the form of transformation of JSC into LLC retains all rights and obligations of the joint stock company for LLC. You need to know that the OGRN and TIN of the LLC will be different from that of the JSC, and also registration numbers in the Pension Fund of the Russian Federation, FSS and Rosstat. As a rule, banks do not change the number of the current account.
Let us consider in order all the stages of the procedure for transforming a JSC into an LLC.
Plan (structure) of transformation of JSC into LLC:
- Stage one. Preliminary.
- Stage two. Adoption of a decision to hold a general meeting of shareholders with an agenda to transform a JSC into an LLC.
- Stage three. Preparation of draft documents for reorganization, for their approval by the general meeting of shareholders.
- Stage four. Preparation for the general meeting of shareholders. Notification to shareholders on the holding of a general meeting of shareholders.
- Stage five. Holding a general meeting of shareholders of the JSC. Decision-making on the transformation of JSC into LLC.
- Stage six. Notification of the registering authority about the beginning of the reorganization procedure in the form of transformation of a JSC into an LLC.
- Stage seven. Notification of JSC creditors. Publication of a message on the reorganization in the form of transformation of a joint-stock company into an LLC in the "Bulletin state registration».
- Stage eight. Submission by shareholders of a demand for the repurchase of shares. Redemption of shares at the request of shareholders.
- Stage nine. Reconciliation with the Pension Fund.
- Stage ten. Registration of LLC, created as a result of the transformation of JSC.
- Stage eleven. Final stages reorganization of JSC into LLC.
This article provides step-by-step instructions for carrying out the procedure for transforming a JSC into an LLC.
Since 2014, the procedure for transforming a JSC into an LLC has been significantly simplified. Thus, there is no need to carry out a number of stages, but so far there are difficulties in carrying out the simplified procedure in practice. Therefore, to begin with, we will consider complete procedure reorganization in the form of transformation of JSC into LLC, which will give a 100% result of registration of the reorganization, and then stages that are not mandatory by virtue of the Civil Code of the Russian Federation, but are still mandatory by virtue of a number of other laws.
Preliminary.
It is necessary to think about how you want to see the future of the LLC.
It can be completely identical to a joint stock company, or it can have differences, incl. in terms of name, address, types of activities, manager and others.
To begin with, we decide on the following:
- What will be the name of the LLC (full, abbreviated, in a foreign language).
- Where the LLC will be located - address (location).
- What will be the taxation system (OSNO or STS).
- What will be the size of the authorized capital of the LLC. The size of the authorized capital of the LLC being formed may differ from the size of the authorized capital of a JSC, both upward and downward, but not less than the established minimum.
- What will be the types of activities of the LLC according to OKVED.
- Who will be the CEO of the LLC.
When carrying out the transformation of a JSC into an LLC, it is compulsory inventory (part 3 of article 11 of the Federal Law "On accounting"; paragraph 27 of the Regulations on accounting and financial reporting in the Russian Federation). To carry out the inventory, a permanent inventory commission is created, the composition of which is approved by the head of the JSC (clauses 2.2, 2.3 Methodical instructions on inventory of property and financial obligations).
A situation may arise when some shareholders vote against the decision to reorganize or do not take part in the voting. In this case, such shareholders will have the right to file a demand for the repurchase of their shares. Because the redemption of shares is carried out at a price determined by the board of directors of the JSC, but not lower than the market value, which must be determined by an independent appraiser; in preparation for the meeting, it is necessary to make an independent assessment of the value of the shares.
Adoption of a decision to hold a general meeting of shareholders with an agenda to transform a JSC into an LLC.
The decision on reorganization in the form of transformation of a JSC into an LLC falls within the competence of the general meeting of shareholders. As a rule, the Board of Directors of a JSC convenes a general meeting of shareholders, and in the absence thereof, the person vested with such powers, specified in the Articles of Association of the JSC. Usually this is the leader ( General manager) AO.
Preparation of draft documents for reorganization, for their approval by the general meeting of shareholders.
Because shareholders have the right to familiarize themselves with the documents before the meeting, it is necessary to prepare the following projects:
- The decision to reorganize in the form of transformation. It should contain:
- the name of the LLC being created.
- information about the location of the LLC being created.
- procedure and conditions of transformation.
- the procedure for exchanging the company's shares for the participants' shares in the authorized capital of the LLC.
- indication of the person performing the functions of the sole executive body LLC (General Director).
- an indication of the approval of the Transfer Certificate.
- indication of the approval of the Charter of the LLC.
- a list of members of the audit commission or an instruction on the LLC auditor (if there are more than 15 LLC Participants in the LLC or the LLC's Charter provides for its formation).
- a list of members of the collegial body of the LLC (if, in accordance with the Charter of the LLC, its formation is provided).
- LLC Charter.
- Transfer act.
Important!!! The deed of transfer is drawn up and approved as of the date of the decision on reorganization in the form of transformation. Despite the fact that by the time of the state registration of the LLC, these numbers have changed, no additional or updated acts need to be done. For this, by virtue of the Civil Code, the Transfer Act must contain provisions on succession for all obligations of the reorganized legal entity in relation to all its creditors and debtors, including obligations disputed by the parties, as well as the procedure for determining succession in connection with a change in the type, composition, value of property, occurrence, change, termination of the rights and obligations of the reorganized legal entity, which may occur after the date on which the transfer act was drawn up. - Information about the candidates for the management positions of LLC.
- Annual report, annual financial statements, the latest quarterly financial statements of JSC.
- Report of an independent appraiser of the market value of shares.
Preparation for the general meeting of shareholders. Notification to shareholders on the holding of a general meeting of shareholders.
Before informing shareholders about the general meeting of shareholders, it is necessary to obtain from the registrar the List of persons entitled to participate in the general meeting of shareholders. Such a list must be drawn up no earlier than 10 days from the date of the decision to hold a general meeting of shareholders, but no more than 35 days before it.
After drawing up the List of persons entitled to participate in the meeting, all shareholders indicated in it must be notified of the meeting. The method of notification of shareholders is usually specified in the Articles of Association of the JSC. If no other method is provided, the notice of the meeting shall be sent to shareholders by registered mail or handed over against signature. Such a message must be sent out at least 30 days before the date of the meeting.
A notice of holding a general meeting of shareholders on the issue of reorganization of a JSC in the form of transformation must contain:
- Full corporate name of JSC.
- Location of JSC.
- Meeting form.
- Date, time, place of the general meeting.
- Date of determination of persons entitled to participate in the meeting.
- Agenda.
- The procedure for familiarization with the information (materials) to be provided to the shareholders of the JSC in preparation for the general meeting, and the address at which it can be found.
- Start time of registration of persons participating in the general meeting.
- Information on whether shareholders have the right to demand the redemption of shares, information on the price and procedure for the redemption.
- Categories (types) of shares, the owners of which have the right to vote on all or some of the items on the agenda of the general meeting of shareholders.
Holding a general meeting of shareholders of the JSC.
Decision-making on the transformation of JSC into LLC.
From October 1, 2014, the adoption of a decision by the general meeting of shareholders and the composition of persons participating in the meeting of a JSC must be confirmed by a notary or a specialized registrar. Exception from of this rule is an joint-stock company consisting of a sole shareholder. In this case, the decision on reorganization is made and signed by the shareholder in a simple written form.
Therefore, to hold a general meeting of shareholders with two or more shareholders, it is necessary to agree in advance with a notary or a specialized registrar on the date, time and place of the general meeting of shareholders, as well as on the list of documents that they need.
On the appointed day, a general meeting of shareholders is held, at which a decision is made (or not adopted) on reorganization in the form of transforming a JSC into an LLC. The general meeting of shareholders is legally competent if it is attended by shareholders holding in aggregate more than half of the votes of the outstanding voting shares of the JSC.
To make a decision on reorganization, it is sufficient if three quarters of the votes of the shareholders participating in the meeting have been cast for it.
As a result of the meeting, two Minutes are drawn up, signed by the Chairman and the Secretary:
- Voting results protocol.
- Minutes of the general meeting of shareholders.
In case of confirmation decisions taken and the composition of persons participating in the meeting of the JSC as a notary - the notary draws up a Certificate of attestation of these facts.
The minutes of the general meeting of shareholders shall be drawn up no later than three working days and within a period of not more than 7 working days from the date of its preparation, provided to the registrar in the form of a copy or an extract from the minutes.
Important!!! If the JSC consists of a sole shareholder, there is no need to comply with the procedures for convening, holding a general meeting of shareholders, as well as certifying the decision of the JSC adopted by the sole shareholder, notary or registrar.
Notification of the registering authority (FTS) about the beginning of the reorganization procedure in the form of transformation of a JSC into an LLC.
Within three working days after the date of the decision on reorganization in the form of transformation of a JSC into an LLC, it is necessary to notify the registering authority (FTS). To do this, the head of the JSC certifies Form P12003 (Notification of the beginning of the reorganization procedure) with a notary and submits it to the registering authority along with the Protocol on reorganization.
In the case of confirmation of the decisions made and the composition of the persons participating in the meeting of the JSC by a notary - the Certificate of attestation of these facts is provided to the Protocol in the form of a notarized copy.
If the documents are drawn up correctly, after three working days, the registering authority will make an entry in the Unified State Register of Legal Entities that the JSC is in the process of reorganization and will issue an appropriate Record Sheet.
Notification of JSC creditors. Publication of the announcement of the reorganization in the form of transformation of JSC into LLC in the "Bulletin of State Registration".
The JSC, within five working days after the date of sending to the registering authority a notice of the beginning of the reorganization procedure, shall notify the creditors known to it in writing about the beginning of the reorganization.
And after making an entry in the Unified State Register of Legal Entities on the beginning of the reorganization procedure, twice, once a month, publishes a notice of its reorganization in the State Registration Bulletin.
Submission by shareholders of a demand for the repurchase of shares. Redemption of shares at the request of shareholders.
Shareholders have the right to demand that the company repurchase all or part of the shares they own if they voted against the decision to reorganize or did not take part in the voting. Shareholders' demands for the repurchase of shares must be submitted within 45 days from the date of the decision on the reorganization.
The JSC must repurchase shares from shareholders who have filed a repurchase request within 30 days.
The redemption of shares by the company is carried out at a price determined by the board of directors of the JSC, but not lower than the market value, which must be determined by an independent appraiser.
Reconciliation with the Pension Fund.
Within one month from the date of approval of the Transfer Act (the date of the decision on reorganization), information about the insured persons must be submitted to the FIU. It is advisable to conduct a reconciliation with the FIU about the absence of any debts in terms of the submitted reports and receive the corresponding Certificate, which should be provided complete with the documents for registration of the LLC.
The registering body, in the process of considering documents on registration of reorganization in the form of transformation of a JSC into an LLC, will in any case ask the FIU about the presence of debt on personalized accounting, and in case of a negative answer from the FIU, it will refuse the state registration of the reorganization.
Registration of LLC, created as a result of the transformation of JSC.
Documents for state registration of LLC can be submitted to the registering authority (FTS) no earlier than 3 months after the entry into the Unified State Register of Legal Entities about the beginning of the reorganization procedure is made.
The following are submitted to the registering authority:
- Application for state registration of a legal entity, created by reorganization (form P12001), certified by the head of the JSC.
- The charter of the LLC being created - 2 copies.
- Transfer act.
- A document confirming the submission of information to the territorial body of the Pension Fund of the Russian Federation in accordance with cl. 1 - 8 p. 2 Art. 6 and clause 2 of Art. 11 ФЗ dated April 1, 1996 No. 27-ФЗ and in accordance with Part 4 of Art. 9 ФЗ dated April 30, 2008. № 56-ФЗ (it is possible not to submit it, the registering authority can receive it upon an interdepartmental request).
- Receipt ( payment order) on payment of the state duty in the amount of 4,000 rubles.
- Notification of the transition to the simplified taxation system if the LLC is going to apply this type of taxation system (you can submit it not immediately, but within 30 days after the registration of a new LLC).
The decision on reorganization is not required to be submitted to the registering authority.
The term for state registration of an LLC created as a result of the transformation of a JSC is 5 working days.
Based on the results of the positive state registration of an LLC, the registration authority issues:
- Record sheet for state registration of LLC.
- Record sheet on the termination of JSC activities as a result of reorganization.
- Certificate of tax registration of LLC.
- Withdrawal notification tax accounting JSC.
- Charter.
Final.
After receiving the documents on registration of the LLC, you can make the seal of the LLC (Information on the presence of the seal should be contained in the charter of the LLC).
Registration of LLC in non-budgetary bodies - the Pension Fund of the Russian Federation and the Fund social insurance RF - happens automatically. After registration with these funds, the Notification is usually sent to by post at the address (location) of LLC. This is not always the case, therefore, in order not to wait, you can independently or by proxy receive these Notifications at the appropriate territorial office, as well as Notifications on deregistration of JSC.
Statistics codes are also assigned automatically and printed from the Rosstat website.
If the reorganized JSC has licenses, as well as if there are vehicles, real estate - after reorganization into an LLC, it will need to be reissued to a legal successor.
An LLC, created as a result of the reorganization of a JSC, is obliged to inform the registrar of the fact of its state registration (about making an entry on the termination of the activities of the reorganized JSC) on the day the corresponding entry is made in the Unified State Register of Legal Entities.
During reorganization in the form of transformation, the securities of JSC are redeemed. About what the corresponding document is issued by the registrar.
Within 30 days from the date of state registration, the reorganization in the form of transformation must be sent to central bank RF Notice of changes in information related to the issue (additional issue) of securities, which must be drawn up in accordance with Appendix 26 to the Regulation approved by the Bank of Russia No. 428-P and signed by the head of the LLC.
The following must be attached to the Notification to the Central Bank of the Russian Federation:
- a copy of the Record Sheet on the termination of the activities of the JSC.
- a copy of the Decision on the reorganization of the joint-stock company.
- an extract from the register of shareholders on the redemption of shares.
It is also necessary to notify the bank in which the account of the joint-stock company and counterparties were opened about the transformation of a JSC into an LLC about the change in the organizational and legal form and details.
All the original documents of the JSC that are in storage and subject to storage are transferred to the LLC created as a result of the reorganization.
Stages that are not required to comply with the procedure for reorganizing a JSC into an LLC.
To simplify the transformation procedure, the corresponding changes were made to the Civil Code, but so far no changes have been made to the Federal Law "On Joint Stock Companies", the Federal Law "On Limited Liability Companies", the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs".
In this regard, sometimes difficulties arise when carrying out the reorganization procedure in the form of transformation, since GK released from some stages, and federal laws still demand them.
So, in accordance with the Civil Code, it is not required to draw up a Transfer Act and publish a message on the reorganization in the "Bulletin of State Registration".
Reorganization in the form of transformation of a JSC into an LLC is considered a complex and lengthy process, which, when carrying out such a procedure on its own, takes about six months. If you do not want to lose precious time, money and get fines - trust the professionals! We have many years of experience in reorganization in the form of transformation of JSC into LLC and dozens of successfully registered transformations.
Reorganization in the form of transforming a JSC into an LLC is within the power of a lawyer who has a lot of diligence, a desire to understand the procedure on his own and time to search for the necessary information on the Internet. The most important thing is not to miss a single important moment, so that by the end of the reorganization procedure you will not roll back to its very beginning because of some seemingly overlooked "trifle".
Changing the organizational and legal form of any enterprise is possible. This procedure foreseen Civil Code RF as transformation.
Organization structure of one legal entity a person changed into another does not affect the change in rights and obligations to other persons. An exception in this case will be the founders of the reorganized enterprise, legal relations with whom will now be established in accordance with the form of the reorganized enterprise.
Dear Readers! The article talks about typical ways solving legal issues, but each case is individual. If you want to know how solve exactly your problem- contact a consultant:
APPLICATIONS AND CALLS ARE ACCEPTED 24/7 and WITHOUT DAYS.
It's fast and IS FREE!
In the form of transformation, some changes were made to simplify the procedure in September 2019, but after a year all the changes were canceled.
Peculiarities
The procedure for reorganizing an enterprise provides for some features that should be taken into account before starting a reorganization:
| Reorganization in the form of transformation |
|
| The Civil Code of the Russian Federation establishes a restriction on changing the form of an enterprise |
|
| Change of owners of the enterprise | Cannot be produced during enterprise reform. The composition is changed by a separate order. |
Also, a legal entity of any organizational and legal form must comply with the following requirements established by the Civil Code of the Russian Federation:
- the name of the company;
- number of founders;
- minimum size.
Nuances of the procedure
Carrying out the reorganization procedure is a complex process. It includes not only many features, but also many nuances. Not taking into account some of the subtleties of the transformation, the owner of the organization runs the risk of violating the current legislation.
When conducting, you need to consider:
- The need to create final accounting reports. The date of the report precedes the day of the transformation registration;
- The need to provide new reporting in the transformed enterprise on the basis of the final reporting of the liquidated organization;
- The transition of an enterprise from a special tax regime to the simplified tax system or UTII can be made only when an application is submitted to the authorities.
The timing of the reorganization procedure is from 2 to 3 months
Basic moments
When choosing new form of the future enterprise, its participants need to be based on some points.
The choice of a new organizational and legal form (OPF) of an enterprise is limited and is established within the framework of the current legislation:
| Article of the Civil Code of the Russian Federation | OPF of the liquidated enterprise | OPF of a new enterprise |
| Art. 56 | OOO | JSC, production cooperative, Company with add. responsibility |
| Art. 20 No. 208-FZ | JSC, JSC | LLC, production cooperative, non-profit partnership |
| Art. 17 No. 7-ФЗ | Autonomous non-profit organization | Fund |
| Institution | Economic society, foundation, autonomous non-profit organization | |
| Art. 17 ФЗ "О non-profit organizations"No. 7-FZ | Non-profit partnership | Public organization, business society, foundation, autonomous non-profit organization |
| Art. 11 FZ "On charitable activities and charitable organizations from 11.08.1995 No. 135-FZ | Charity organization | It is impossible to reform into households. partnership or company |
Other legal forms organizations are reformed in accordance with the law applicable to them or the Civil Code of the Russian Federation.
Change of name for the transformed enterprise. It should be borne in mind here that the name should reveal the essence of the work carried out by the organization. If the company is called Obshchepit LLC, then it should be engaged in public catering.
It is forbidden to use other OPF in the name, for example, the name of JSC “Construction joint-stock company"Housing" "will be wrong.
In addition, words and symbols belonging to the constituent entities of the Russian Federation (Moscow, Yekaterinburg, coats of arms of cities and regions) can only be used with the appropriate permits. This list also includes the words "Russia", "Federal", "State". It is also forbidden to use abbreviations of foreign OPF in the names in Russian.
Changes in the reorganization of the legal address of the company are possible. In this case, the conversion period will be extended. Documents for the procedure are submitted to the authorities at the initially indicated address.
The deed of transfer was simplified in 2019. The drafting and approval of provisions on rights and obligations transferred from one enterprise to another was not required. All rights were granted automatically. The exemptions were lifted a year later in 2019.
Forms
Structural changes in the enterprise also include other features.
The reform of CJSC and OJSC into LLC presupposes notification of the Federal Service for Financial Markets of the intention to change the open-ended fund of the enterprise. The notice must include an indication that all shares have been canceled. In addition, when reforming an OJSC, it is necessary to notify all third-party registrars.
The reverse reorganization of an LLC into a joint-stock company requires the issue of shares in Federal Service on financial markets and their state. registration. Shares are securities forming the authorized capital of the enterprise.
As already mentioned, the transfer of a CJSC to an OJSC or vice versa is not a reorganization.
Reforming a MUP or FGUP into an LLC or OJSC is prohibited by law. Such a limitation is indicated in Art. 34 of November 14, 2002. No. 161-FZ.
It says here that a unitary enterprise can only be transformed into a municipal or government agency... The change in the form of organization can only take place after the initiator privatizes the state institution.
Order
On the example of the reorganization of an LLC into a CJSC, one can consider step by step plan enterprise transformation procedures. This will take into account all important points and avoid mistakes.
- Determination of a new OPF of the enterprise by authorized persons.
- Approval of the form, conditions of reform. The procedure for changing the shares of participants in shares. Approval of the charter of the reorganized enterprise at the general meeting.
- Establishing a new or keeping the old address of the organization.
- Drawing up a deed of transfer, if necessary.
- Payment.
- Providing information to Pension Fund Of Russia by authorized persons.
Reports and confirmations
The preparation of reports and confirmation of all financial and material movements from the liquidated enterprise to the new one are indicated in the deed of transfer.
This includes:
| Financial statements | Reporting in 2019 determines not only the composition of the property, but also the obligations of the reformed enterprise. On its basis, an estimate is given, drawn up on the day preceding the end of the liquidation. |
| Inventory acts | They include not only the state property of the enterprise, but also its obligations. |
| Accounting documents | For material assets of a primary nature, inventories of other property of the organization that must be transferred during the transformation. |
| Inventory of payables and receivables | It is also necessary to attach information that creditors and debtors were notified in writing about the changes in the enterprise’s open-ended fund. |
Limitations and responsibilities
A number of restrictions apply not only to the form of transformation, but also minimum requirements to the founders, authorized capital and other aspects of the reformed enterprise:
- authorized capital or minimum RUB 10,000, JSC - RUB 100,000;
- , and JSC, JSC, LLC must have more than one founder;
- for a partnership - the founder must have the status of an individual entrepreneur, in the structure of the organization there must be at least 2 of them;
- non-profit partnerships have at least 2 founders;
- has at least 5 members;
- must contain in its name an indication of the planned or ongoing activity.
In relation to some forms of enterprises, there are also some responsibilities during reorganization:
To carry out the reorganization procedure, the initiator is obliged to provide a number of documents, which may be different depending on what form the legal entity had and will have.
