Reorganization certificate. Forms and procedure of reorganization of Russian companies

"Love, love - the legend says, -
Union of the soul with the soul dear -
Their union, combination,
And their fatal fusion,
And ... the fatal duel ... "

F.I. Tyutchev

And so, your manager calls you and informs you that the founders of the organization have made a decision to reorganize and join your other company. What awaits you - how to implement this in your area of ​​work?

See the articles of the same name cited below "Consolidation of a company" of the laws on LLC and on JSC. I will explain their meaning more simple language For example:

Example 1

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Let's say on this moment time there is a certain organization of PJSC "A +", which acts on the basis of the charter, it has developed its own internal regulations and provisions, there is general manager and independent structural units: accounting, AXO, legal department, etc., and the office has a system for registering incoming and outgoing correspondence, as well as administrative documents. In addition, there is another organization PJSC "B +", which also operates on the basis of the charter, it also has its own regulations and provisions, has its own general director and divisions, and the office has its own document registration system.

But the founders of both organizations decided to unite by joining PJSC "B +" to PJSC "A +" and continue to exist on the market as a larger unit. After complying with the necessary legal procedures and after making an entry in the Unified State Register of Legal Entities (USRLE), PJSC "B +" will cease to exist, and PJSC "A +" (the parent company) will be considered reorganized and will assume all the obligations of the company "B +".

Fragment of the document

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Federal Law of 08.02.1998 14-FZ "On Limited Liability Companies". Article 53 "Affiliation of the company"

2. The general meeting of participants of each company participating in the reorganization in the form of a merger makes a decision on such reorganization, on the approval of the merger agreement, and the general meeting of participants in the acquired company also makes a decision on approval deed of transfer.

3. The joint general meeting of the participants of the companies participating in the merger introduces to the charter of the company to which the merger is carried out, the changes provided for by the merger agreement, and also, if necessary, decides other issues, including the issues of the election of the bodies of the company to which the merger is carried out. ... The timing and procedure for such general meeting determined by the accession agreement ...

4. When one company is merged with another, all the rights and obligations of the affiliated company are transferred to the latter in accordance with the deed of transfer.

Fragment of the document

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Federal Law dated 26.12.1995 208-FZ "On joint stock companies Oh".
Article 17 "Affiliation of the company"

1. The takeover of a company is the termination of one or several companies with the transfer of all their rights and obligations to another company.

2. The acquired company and the company to which the acquisition is carried out shall conclude an agreement of acquisition ...

3. The accession agreement must contain:

1) the name, information about the location of each company participating in the merger;

2) the procedure and conditions for joining;

3) the procedure for converting shares of the acquired company into shares of the company to which the acquisition is carried out, and the ratio (coefficient) of conversion of shares of such companies.

3.1. The merger agreement may contain a list of amendments and additions to the charter of the company to which the merger is carried out, other provisions on reorganization that do not contradict federal laws ...

5. When one company is merged with another, all the rights and obligations of the acquired company are transferred to the latter in accordance with the deed of transfer.

Fragment of the document

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Paragraph 2 of clause 4 of article 57 "Reorganization legal entity» Civil Code RF

When a legal entity is reorganized in the form of joining another legal entity to it, the first of them considered reorganized from the moment making an entry in the Unified State Register of Legal Entities on the termination of the activities of the affiliated legal entity.

The process of observing these legal subtleties takes a long time - up to several months, and the management of organizations (both one and the second) will have to resolve many issues during this time: administrative, legal, personnel and others. The heads of the specialized divisions need to figure out how their division will work during the transition period and after the merger (after all, each organization had its own system and built processes).

What to prepare for?

First of all, preschool educational institutions in both organizations must be prepared for the fact that at the time of reorganization they will have to send a lot of correspondence - notifications clients, counterparties, possibly government agencies about the decision and the upcoming reorganization. This, of course, is a recommendation, although for some types of organizations, for example, credit, it becomes mandatory by law.

Fragment of the document

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Federal Law of 02.12.1990 395-1 "On Banks and Banking Activities".
Article 23.5 "Features of the reorganization of a credit institution in the form of merger, acquisition and transformation"

Not later than 30 days from the date of the decision on the reorganization of the credit institution, the credit institution is obliged to post information about this on its official website in the information and telecommunications network "Internet" and notify its creditors about this decision by one of the following ways:

1) by sending each creditor a written notice ( by post with acknowledgment of receipt) and publication in a printed publication intended for the publication of information about state registration legal entities, messages about the adopted decision;

2) by publishing a message about the decision taken in a print publication intended for publishing information on state registration of legal entities, as well as in one of printed publications intended for the publication of regulatory legal acts of bodies state power subject Russian Federation, on the territory of which the branch (s) of this credit institution is located.

Example 2

Acquiring Organization Notice

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Example 3

The text of the letter of the absorbed organization

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Therefore, it is necessary to ensure that there are a sufficient number of envelopes, physical capabilities employees who will directly deal with the processing of the sent correspondence (possibly the notifications themselves), as well as agree in advance with the financial department the amount of accountable funds for sending these letters. At mass mailings it is advisable to use the mail services for franking envelopes instead of sticking stamps (this will save money).

Usually, before making a decision on reorganization, a plan is drawn up for each department: what exactly, when in terms of time, who should do (the executor), what budget is needed. The head of the service responsible for documentary support, at this moment, must ensure that a sufficient budget is allocated to fulfill the tasks assigned to his unit.

Request the mailing list from the legal department along with the letter template. Some counterparties can be indicated there by name, and with respect to the rest, a description of the group is given (for its name composition, you can contact the appropriate department, for example, for a list of customers - in the sales department, for a list of suppliers - in the purchase department). At the same time, it is advisable for the units responsible for certain groups of counterparties to agree on the template for the notification sent to their wards; for some groups of addressees, it can be adjusted and supplemented. Those. Do not take full responsibility for creating your mailing list and drafting the text of your notifications. You are responsible for something else: within the indicated (and real) time frame, send what they tell you to those mailing lists that you will be given (preferably in in electronic format).

During the transition period, the incoming mail will increase significantly, in which clients / counterparties will ask various clarifying questions, for example, about new details for payments, as well as letters (requirements, copies statements of claim) creditors who, according to the law, can exercise their rights to early fulfillment of obligations.

What to do with employees?

After the decision to reorganize was announced and it became clear who was joining whom, a logical question arises: "What will happen to the employees?" After all, each organization had its own preschool educational institution, with its own name, its chief and employees.

First of all, the leadership of the main (absorbing) society must decide who will head the service of the united organization and what it will be called. There are many options, here are some:

• the name of the DOE service and its leader will remain those that were in the main organization. And the employees of the preschool educational institution of the affiliated company will simply "move" into it;
• name can be changed and selected new leader single service of the preschool educational institution after the end of the reorganization.

The head of the updated preschool educational institution must decide on the staffing table of his department: how many specialists he will need and for what functionality in the format of a new larger organization.

We will guide you on the legal side of the personnel issue. Reorganization cannot be the basis for termination of employment contracts with employees (Article 75 Labor Code RF, hereinafter referred to as the Labor Code of the RF). From here possible options developments:

1. If the staffing table has enough "space" for everyone.
   By general rule employees must stay to work in new organization, i.e. become employees of the organization to which the company joins, which ceases to exist after the entry is made in the Unified State Register of Legal Entities.
   But in this regard, the employees of the affiliated organization change the essential conditions of the employment contract concluded with them: the name of the employer, possibly the place of work, mode of work, job titles, functionality performed, etc. Therefore, employees must be warned about upcoming changes in accordance with Article 74 Labor Code of the Russian Federation, not less than 2 months in advance.
   Employees, in turn, according to Part 6 of Art. 75 of the Labor Code of the Russian Federation, they have the right to accept the offer and stay to work, and also have the right to refuse to continue working in the new conditions. In the second case, with workers labor contract must be terminated in accordance with clause 6 h. 1 of Art. 77 of the Labor Code of the Russian Federation.
2. If the staffing table will not be "places" for everyone.
   If during the reorganization in the new staffing table there are no vacancies for the transfer of any employees, then the termination of the employment contract should take place according to the rules of clause 2, part 1 of Art. 81 of the Labor Code of the Russian Federation on the reduction of the number or staff of these workers.
   These employees must also be notified of upcoming changes no later than 2 months before the completion of the reorganization, i.e. before entering into the Unified State Register of Legal Entities information on the termination of the activities of the affiliated legal entity. It should also be noted that employees will need to be offered another job with a new employer. If there is none or the employee refuses it, then the employment contract will be terminated with the payment of severance pay, as well as the preservation of average earnings for the period of employment, but not more than 2 months (part 1 of article 178 of the Labor Code of the Russian Federation).

How to manage office work during the transition period?

How to conduct office work during a transitional period, i.e. until the completion of the reorganization (termination of the merged company)?

It should be noted right away that until an entry is made in the Unified State Register of Legal Entities on the termination of the activities of the affiliated legal entity, correspondence will be received both in the absorbing and in the affiliated organization... How to organize its processing and registration, it is necessary to decide the future head of the single service of the preschool educational institution. Alternatively, it may be decided that all correspondence during the transition period will be recorded in a single journal. This can be organized in such a way that couriers will forward correspondence immediately to employees of the main company. In this case, you can use:
- stamp of the main organization or
- make a stamp for the transition period according to the proposed sample:

Example 4

Sample stamp of registration of incoming correspondence

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If the registration of documents is carried out through the EDMS, then this greatly simplifies the situation - after providing access to the employees of the acquired company, they will independently be able to register incoming documents in a single journal. Well, they can make a duplicate stamp.

With the proposed approach, the documents will be considered and imposed by a resolution by the head of the main company, and employees will be executed according to his resolution.

According to the same principle, it is necessary to register and outgoing mail.

With regards to the release administrative documents, then taking into account clause 2.1.5 State system documentation support of management (approved by the board of the USSR Glavarchiv on 04/27/1988, order of the USSR Glavarchiv from 05/23/1988 33), joint administrative documents of organizations issuing documents of the same form (orders, resolutions, etc.) are issued in the appropriate form (order, decree and etc.). We also turn to GOST 6.30 - 2003, in paragraph 3.22 of which it is indicated that when a document is signed by several persons of equal positions, their signatures are at the same level, in addition, when signing joint document the first sheet is not drawn up on a letterhead.

Consequently, when preparing an order before the completion of the reorganization, it is proposed to issue it on behalf of two organizations, signed by both leaders, with a fractional registration number:

Example 5

Joint administrative document

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After the reorganization is completed, administrative documents will be issued in the “previous” order on behalf of and on the letterhead of the reorganized parent company (in our example, it is PJSC “A +”) and signed by its CEO.

What needs to be done after the reorganization is completed?

When a legal entity is reorganized in the form of another legal entity joining it, the first of them is considered reorganized from the moment the record on the termination of the affiliated organization is entered into the Unified State Register of Legal Entities (USRLE) (Article 57 of the Civil Code of the Russian Federation).

After making an entry in the Unified State Register of Legal Entities, the reorganized parent company is recommended to issue on the same day reorganization end order... From this moment on, all local regulations affiliated company(if at a transitional moment such an order on this topic has not yet been issued), and the seals and stamps are subject to mandatory destruction under an act in accordance with the established procedure (as part of a commission, by filing or cutting off the print). Also, the stamps used at the transitional moment of the reorganization (for example, such as shown in Example 4) are subject to destruction, because the seals and stamps of the reorganized main legal entity will already be used.

Who and by what criteria determines that the seal has fallen into disrepair? How to arrange for the destruction of a seal? What organizational actions need to be taken if the old one is destroyed and at the same time the new main seal of the organization is introduced? on our website.

Let me remind you that one of the main documents in office work is a systematized list of headings of cases created in an organization, indicating their storage time - a nomenclature of cases (GOST R 7.0.8-2013).

The nomenclature of the organization's affairs for the coming calendar year is drawn up in the last quarter of the current year, at the end of each year it is specified, approved by the head of the organization and is put into effect from January 1 of the next calendar year. The basic structure of the case nomenclature is usually organizational structure (staffing table) society.

After the end of the reorganization the organizational structure (staffing table) of the main company will change. And if there are significant changes in the functions and structure of organizations, the current nomenclature of cases is radically revised and a new one is approved.

Consequently, the future head of the single service of the preschool educational institution needs to analyze the documents (cases) that are being conducted in both organizations during the transition period, and also determine the groups of documents (cases) that will be conducted after the reorganization. After the completion of the reorganization, it is necessary in accordance with the procedure established by the Basic Rules for the Operation of Organizations' Archives (approved by the decision of the Rosarkhiv Collegium of 06.02.2002) and on the basis of the new structure of the company develop and approve a new summary nomenclature of cases for the main society... According to it, it will "live", the divisions will form cases, and the staff of the archive will accept them for safekeeping.

The new nomenclature should be put into effect from the next day after the entry is made in the Unified State Register of Legal Entities on the termination of the merged company, and the nomenclature will be drawn up on the letterhead of the parent (already reorganized) company.

In case of reorganization, all documents and files of the acquired company are transferred to the legal successor (parent company). Therefore it is necessary make acceptance and transfer of documents (cases) from the affiliated organization to the absorbing(those that are in the current office work in the departments, and those that have accumulated in the archive). The procedure for accepting and transferring documents of the organization is determined by the administrative document, while the current affairs of the divisions of the affiliated company are transferred to those divisions of the main company that are indicated in the order (since files that are not completed with office work cannot be returned to the archive). However, it should be noted that before the transfer of documents (cases), their presence and condition are checked. Then the head of the "new" service of the preschool educational institution will be responsible only for the documentary fund of the absorbed organization, which he accepted, and it will not be possible to make claims against him for what should have been preserved, but for some reason cannot be found in any way.

After the reorganization is completed and everyone can "breathe out calmly", the main task of the employees of the preschool educational institution and especially its head is to organize high-quality office work of a larger legal entity. For those who used the "old" approaches in their work, reorganization is The best way get rid of them and bring in something new. Well, for those who, for example, have not yet used the system electronic document management, now it is certainly impossible to do without it in an organization with a ramified organizational structure.

What needs to be done by the Office of the Office in the event of renaming the organization? on our website.

Reorganization step by step instructions

Using the PPDRYL program, you need to correctly enter all the data and at the exit you will receive a ready-made application form.

MIFNS No. 46 in Moscow is located on the territory of a complex of buildings along with the MIFNS No. 33, MIFNS No. 45,46,47,48,49 and 50, in building No. 3.

Re-registration of real estate during reorganization

The legal successor must also register the ownership of real estate objects transferred to the company by reorganization in the Federal Register, that is, obtain new ownership certificates for the company of the legal successor.

To do this, the legal successor company pays a state duty for registration of ownership for each object and submits to Rosreestr documents confirming the reorganization of a legal entity, certificates for objects issued to a previously reorganized legal entity, a deed of transfer and a transcript to it, which contains a description of each object ( Letter Federal Service state registration, cadastre and cartography of December 22, 2011 N 14-8339-GE). Then the company the successor receives certificates from Rosreestr, which are the final confirmation of its ownership of real estate objects.

Renewal of licenses, permits, intellectual property in connection with the reorganization of a legal entity

If the reorganized company carried out activities subject to licensing and the successor company intends to also carry out these activities after the reorganization, then the successor company must renew the licenses and permits of the reorganized company. Specific terms and procedure for reissuing licensing and permits for each type of activity are regulated by industry legislation (Federal Laws "On Communications", "On Subsoil", "On Education", "On government regulation production and turnover ethyl alcohol, alcoholic and alcohol-containing products and on limiting consumption (drinking) alcoholic beverages"etc.). But there are several general points.

As a rule, certain deadlines are set for the re-issuance of licensing and permissive documentation after the reorganization. The legal successor acts as the applicant for the renewal. When reissuing, you must pay a state fee. Re-issuance of licensing and permissive documentation to the company of the successor is possible while maintaining the conditions that are mandatory for conducting a certain type of licensed activity.

If the intellectual property rights of the reorganized company, formalized in the form of certificates for trademarks, patents, licensing agreements, the company are transferred to the successor company, the successor company must apply to Rospatent with an application for amending the copyright holder in the corresponding state register (patents, trademarks) by paying at the same time the state duty. To reissue domain names to the company of the successor, it must send information about the reorganization to the domain name registrars in order to make changes to the registries of domain name owners.

Transfer \ re-registration of employees during the reorganization of the enterprise

The transfer of employees of the reorganized company to the company of the successor can be done in two ways, or a combination of them. The first is to fire employees from the reorganized company and hire them the next day for the successor company. This procedure is carried out until the legal completion of the reorganization.

The second way is to issue a record of the company's reorganization in the work books for the employees after the reorganization. In accordance with Part 5 of Art. 75 and part 6 of Art. 77 of the Labor Code of the Russian Federation, an employee may refuse to continue his work in the event of a company reorganization. Accordingly, in order for employees to exercise this right, it is advisable to warn them about the upcoming reorganization by issuing an order on the reorganization of the company, with which they will be familiarized with signature. If, prior to the reorganization, the employees of the company express written refusal from continuing to work in the enterprise after reorganization, labor Relations it is terminated under paragraph 6 of Art. 77 of the Labor Code of the Russian Federation. The rest of the employees after the reorganization continue their work, and on the basis of the order of the company, the assignee is entered into work book reorganization record. Recording example:

"Limited Liability Company" Dolce "(LLC" Dolce ")" ____ "August 2014 was reorganized by joining the Limited Liability Company" Gabana "(LLC" Gabana ").

Order N _____ dated ________

LLC REORGANIZATION SERVICES

Show as:

In order for our specialists to be able to help you in the reorganization of your company, they will need to prepare documents for submission to the Federal Tax Service Inspectorate No. 46. Practice shows that in the package of documents submitted for registration of a legal entity, created by reorganization in Moscow, includes:

1. Application.
2. Constituent documents of each legal entity arising as a result of reorganization (originals or notarized copies of documents).
3. The decision to reorganize the company.
4. Decision on the creation of a legal entity arising from reorganization (approval of the charter of a newly created legal entity).
5. Proof of publication in the media (copy).
6. Merger agreement (for merger).
7. Deed of transfer (for merger, accession, transformation) or separation balance sheet (for division, separation).
8. Receipt of payment of the registration fee.
9. Receipt of payment of state duty for copies of constituent documents.
10. Document confirming the submission of information to the territorial body of the Pension Fund of the Russian Federation in accordance with subpara. 1 - 8 p. 2 Art. 6 and clause 2 of Art. eleven Federal law dated 01.04.1996 N 27-FZ "On individual (personified) accounting in the system of compulsory pension insurance"(certificate of absence of debt).
11. Request for a copy of the charter.

Please note that if the preparation of a separation balance sheet is required for reorganization by division or separation, then a deed of transfer is required for a merger, acquisition, transformation.

Thus, in order for our specialists to have the opportunity to start the process of reorganizing your organization, you need to provide the following information:

1. The name of the organization (organizations) created through reorganization.
2. The taxation system.
3. Data on types of economic activities.
4. Copies of passports of founders and director (accountant).
5. Originals or notarized copies of the constituent documents of the reorganized legal entity (TIN, OGRN certificates, statistics codes, charter, decision on establishment, last changes, contributed and not included in constituent documents, order for the appointment of a director and an accountant).
6. Legal address a newly created legal entity.
7. Letter of guarantee from the owner of the legal address.

You can consult in advance with our specialists by phone on issues of interest to you and appoint a time at which it would be convenient for you to arrive at our office with the documents. We guarantee you a trouble-free conduct of any legal action, since the employees of our company are highly qualified specialists in their field.

Hello, dear readers business magazine site! 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 easy. It is associated with big amount problems. Situations often arise when it is required transform the company or at all eliminate it... These processes are complex, requiring time and knowledge of their features. Therefore, we will consider them in more detail.

From this article you will learn:

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

The article describes in detail what a reorganization is, what needs to be taken into account when reorganizing in the form of annexation, separation, transformation. It also describes step-by-step instructions for the liquidation of an enterprise (firm, organization) and much more.

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, unification of several organizations or on the contrary, their separation.

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

The reorganization process is governed by legislative acts: The Civil Code, laws on JSC, OOO.

However, 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 transformed into non-profit and unitary companies.

1.1. 5 forms of reorganization of legal entities

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

1. Conversion

Reorganization is a reorganization process in which a change in the legal form of a company takes place.

2. Isolation

Highlighting - This is a form of reorganization in which new ones (one or several) are created on the basis of one company. The established companies are transferred to some of the rights and obligations of the original. Upon spin-off, the reorganized company continues its activities.

3. Separation

When splitting up, instead of an organization, several subsidiaries are formed, which fully take over the rights and obligations of the parent company.

4. Accession

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

5. Merger

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

Step-by-step instruction how to reorganize in the form of affiliation

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

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

The procedure for reorganization by affiliation includes several stages:

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

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

Stage 3. When the decision to join has been made, the 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. Preparation for the process is an important stage in the accession measures.

It is usually divided into several stages:

• notification of 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 affiliated companies;
• twice with an interval of one month in funds mass media(Bulletin) the announcement of the reorganization is published;
• notification of creditors;
• registration of the deed of transfer;
• payment of state fees.

Stage 6. Package transfer required documents to the tax authorities, on the basis of which the IFTS performs the following actions:

• to the register of legal entities information is entered on the termination of the activities of the merged companies, as well as about changing the legal entity to which the accession takes place;
• legal entities are issued documents that confirm the entry of entries into the Unified State Register of Legal Entities;
• v mandatory informs the registration authorities about the changes that have occurred, sends to it copies of the decision and application for registration of the termination of the activities of the affiliated companies, an extract from the register.

Stage 7. End of the accession process

In order to join the tax authorities by reorganizing a legal entity, you will need to provide the following package of documents:

• application completed according to the form P16003;
• constituent documents of all participants in the process - certificates of tax registration and state registration, an extract from the register of legal entities, charter and others;
• decisions of individual meetings, as well as decisions of the general meeting of companies entering the merger;
• accession agreement;
• confirmation that a message has been published in the media;
• deed of transfer.

Usually the connection takes place on time up to 3 (three) months... The cost of the procedure with the number of participants up to 3 (three) is 40 thousand rubles... If there are more of them, for each additional company you will have to pay 4 thousand rubles.

1.2. Features of reorganization

Despite the fact that the reorganization of companies of different organizational and 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 adopted by the participants, founders of the organization or by the body authorized by the constituent documents for such actions. In cases stipulated by law, such a decision may be made by state bodies.
2. The reorganization of a legal entity is considered complete when the state registration of the created organizations was made... When the procedure is carried out in the form of affiliation, another principle applies: in this case, the end of the process is the day when an entry was made in the register that the activities of the affiliated companies were terminated.

The order of reorganization of enterprises (firms, organizations)

1.3. The order of reorganization of the 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;
• compulsory.

Their main difference is who initiates the reorganization procedure.

The decision to transform a legal entity on a voluntary basis is taken by the authorized body of the company. Forced reorganization most often initiated government agencies, for example, the courts or the Federal Antimonopoly Service.

In a compulsory manner, the procedure can also be carried out in accordance with the requirements of the law. Such a case is the transformation of a limited liability company when the number of participants is exceeded. 50 (fifty).

It is important to note that for voluntary reorganization any method of its implementation can be used. Forced transformation of a company can only be carried out in the form of division or separation.

Despite the existing possibility, the forced reorganization did not receive wide practical application in Russia. Conversion in most cases is voluntary..

Stages of reorganization of a legal entity

The reorganization process is largely determined by the form in which it takes place. Nevertheless, it is possible to identify the main stages that correspond to absolutely all types.

Stage number 1 - making a decision on the beginning of the reorganization

Reorganization is impossible without making an appropriate decision. At the same time, there are a number of rules according to which conversion is considered approved.

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

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

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

Stage no. 2 - notification to the tax office about the reorganization

For a legal entity to notify the IFTS about the decision made, it is given 3 days... The corresponding document is filled out on the Form of a special form. At this stage, the tax office enters into the Unified State Register of Legal Entities (register of legal entities) information about the beginning of the reorganization.

Stage no. 3 - notification of creditors about the planned reorganization

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

Stage no. 4 - posting information about the upcoming reorganization in the Bulletin of State Registration

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 5 - inventory

The law governing accounting in Russia stipulates that in the event of a reorganization of a legal company, an inventory of its property must be carried out without fail.

Stage number 6 - approval of the deed of transfer or separation balance sheet

At this stage, the following package of documents is drawn up:

• an act confirming the inventory in the company;
• information about receivables and payables;
• financial statements.

Stage 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 deed of transfer or separation balance sheet of the organization;
• form the bodies that will manage the new company.

Stage 8 - sending information about the upcoming reorganization to the Pension Fund of Russia

The period in which in Pension Fund the data to be provided amounts to 1 (one) month from the day when the separation balance sheet or transfer act was approved.

Stage 9 - registration of changes with tax authorities

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

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

1.4. Terms of reorganization

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

In general, the reorganization may take 2-3 months... The deadline for completing the procedure is set in the decision on reorganization.

In case of compulsory transformation, if the reorganization is not carried out on time, state bodies may appoint an interim manager in order 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

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

There are two types of liquidation: voluntary and compulsory .

For voluntary liquidation the decision of the owners of the company is required.

The reasons that may induce them to liquidate the company, most often consist in the inexpediency of continuing to conduct activities, the fulfillment of the purpose for which the organization was created, or the end of the term of activity.

Moreover, in some cases, the carelessness 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 your legal and financial affairs. We hope that our material will help you to go through the path of liquidation or reorganization of a legal entity without any problems. We are waiting for your ratings, remarks and comments on the topic of the publication.

The business owners decided to reorganize, and the transformation of the legal entity began. We will tell you in the article what steps an accountant needs to take, how not to miss anything and calmly get through this time.

Recall that there are several forms of reorganization (Article 57 of the Civil Code of the Russian Federation, hereinafter - the Civil Code of the Russian Federation):
- merger (in this case, the rights and obligations of each organization are transferred to the newly formed one);
- affiliation (when one company joins another, the rights and obligations of the affiliated one are transferred to the latter);
- separation (when one or several persons are separated from the structure of a legal entity, the rights and obligations of the reorganized person are transferred to each of them in accordance with the deed of transfer);
- division (when a company is divided, its rights and obligations are transferred to the newly emerged persons in accordance with the deed of transfer);
- transformation (when the organizational and legal form changes (for example, from JSC to LLC), the rights and obligations of the reorganized organization in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants)).
Regardless of which form of reorganization the owners have chosen, there are certain steps to be taken in any case.

Whom to inform about the reorganization

Notification of state authorities (IFTS, Pension Fund, FSS)

Firstly, the "registering" tax authority should be notified of the reorganization that has begun, as well as the decision of the owners on the reorganization of the enterprise should be submitted. The form of this document is not legally regulated, which means that information can be drawn up and submitted in free form.
This must be done within 3 working days after the owners' meeting, at which the decision on reorganization will be made. In the next three working days, the Federal Tax Service Inspectorate, on the basis of the submitted documents, will adopt a resolution on making an entry on the beginning of the reorganization procedure and make an entry in the state register that the company is in the process of reorganization (clause 1 of article 13.1 of Federal Law No. 129- Federal Law "On state registration of legal entities and individual entrepreneurs", hereinafter - Law N 129-FZ).
The tax office at the location of the legal entity must also be notified of the reorganization.
In addition, do not forget to inform the PFR and the FSS of the Russian Federation about the reorganization within the same 3 working days (clause 3, part 3, article 28 of the Federal Law of 24.07.2009 N 212-FZ "On insurance contributions to the Pension Fund of the Russian Federation, Fund social insurance Russian Federation, Federal Compulsory Medical Insurance Fund ").

For your information. To notify the IFTS, there is a special form R12003 "Notification of the beginning of the reorganization procedure", approved by Order No. ММВ-7-6 / dated 25.01.2012 [email protected]"On the approval of the forms and requirements for the execution of documents submitted to the registering authority during state registration of legal entities, individual entrepreneurs and peasant (farmer) enterprises" (hereinafter - Order No. ММВ-7-6 / [email protected]).
In "own" tax office, a message is submitted in the form C-09-4 "Notice on the reorganization or liquidation of the organization", approved by Order No. ММВ-7-6 / dated 09.06.2011 [email protected]"On the approval of the forms and formats of messages provided for by paragraphs 2 and 3 of Article 23 of the Tax Code of the Russian Federation, as well as the Procedure for filling out message forms and the Procedure for submitting messages in electronic form via telecommunication channels."
Forms of notification of the FIU and FSS have not been approved, the organization must independently draw up a message to the funds. In the document, be sure to reflect all the details of the company, as well as the numbers of the policyholders in the Pension Fund and the Federal Security Service of the Russian Federation, respectively.

After that, twice within two months, i.e. with a frequency of once a month, in special editions a notice of reorganization should be published (clause 2 of article 13.1 of Law N 129-FZ). For example, in the Bulletin of State Registration (www.vestnik-gosreg.ru). It contains information about each participant in the reorganization, its form, the procedure and conditions for the creditors to declare their claims, as well as other information provided by law.

... and creditors

Separately notify each creditor in writing about the transformation that has begun (clause 2 of article 13.1 of Law N 129-FZ). For this you are given 5 working days from the moment of notification of the IFTS.
Please note that, in turn, creditors have 30 days from the date last publication decisions on reorganization in order to demand from you early fulfillment of obligations or their termination and compensation for losses (Article 60 of the Civil Code of the Russian Federation).
Creditors can be notified in free form. We recommend that you send a notice by mail with an inventory and return receipt, or bring it in person and take from an authorized employee of the creditor, for example a secretary, the number of incoming correspondence and a signature on its receipt.

What other actions need to be taken by the accountant

Inventory

After notifying all government agencies, while lawyers are preparing the charter and the memorandum of association for the new organization, it is necessary to take an inventory of the company's liabilities and property, which will make it possible to draw up a deed of transfer in the future.
How do I take an inventory? For this:
1) draw up acts of reconciliation with counterparties (both creditors and debtors);
2) make an inventory of all the property of the company (stocks, goods and materials, fixed assets, intangible assets and the rest);
3) check with tax authority on payments to the budget, as well as submit revised declarations, if necessary;

For your information. The submission of the refined reporting of the reorganized enterprise is not legally regulated, therefore it will be more difficult for the legal successor to submit the refined statements.

4) sign the reconciliation report with the tax office, which will allow you to rely on it in case of misunderstandings;
5) we also recommend checking with the Funds (FSS RF and Pension Fund of Russia) on payments and submitted reports.

Deed of transfer or separation balance sheet

Now you can draw up a deed of transfer (separation balance sheet). Article 59 of the Civil Code of the Russian Federation does not regulate the form of this document, but fully indicates what should be reflected in it.
So, the deed of transfer must contain:
1) provisions on legal succession for all obligations of the reorganized legal entity in relation to all of its creditors and debtors, including obligations disputed by the parties;
2) the procedure for determining legal succession in connection with a change in the type, composition, value of property, the emergence, change, termination of the rights and obligations of the reorganized legal entity, which may occur after the date on which the deed of transfer is drawn up.
Therefore, it is most convenient to take the form of the balance sheet as the basis for the transfer act and attach a transcript of each of the lines (for example, inventory statements). This will reflect the property, accounts payable, and receivable information that is transferred to the new company.
However, you can abandon the balance sheet form, draw up an act in your own form, where you list all the assets and liabilities of the company (fixed assets, cash, loans and borrowings, intangible assets, receivables and payables, and so on), as well as their value. Then be sure to make lists in which you provide a breakdown of all creditors, debtors, fixed assets and other items.

For your information. The value of the property under the deed of transfer can be residual, initial, or actual or market value. It is important that at the same time the value of the property reflected in the deed of transfer or separation balance sheet coincides with the data that you provide in the annexes to it (lists, inventories, decryptions, inventory lists) in the corresponding cost estimate (clause 7 Methodical instructions to form accounting statements when reorganizing organizations approved by Order of the Ministry of Finance of Russia dated 20.05.2003 N 44n, hereinafter - Methodological instructions for the formation of accounting).

It is recommended to date it last numbers before submitting documents on the completion of the reorganization to the Inspectorate of the Federal Tax Service. But it is better to coincide with the end of the reporting period - the year or the date of preparation of the interim financial statements - a quarter, a month (clause 6 of the Methodological instructions for the formation of accounting).
The deed of transfer is approved by the founders (participants) of the legal entity or by the body that made the decision to reorganize the company. And also it is required to be submitted to the inspectorate together with the constituent documents for state registration of legal entities created as a result of reorganization, or amendments to the constituent documents of existing legal entities.

For your information. Failure to submit an act, as well as the absence in it of provisions on succession for all the obligations of the reorganized legal entity, will lead to the refusal of state registration of legal entities created as a result of the reorganization (Article 59 of the Civil Code of the Russian Federation).

Check that tax office formed personal accounts and sent them to the place of registration of the assignee. You may have to contact the employees of the old tax office more than once, so that they send the "container" through communication channels, as well as with the employees of the new tax office, so that they accept and unpack the "container" by loading personal accounts into their program.

Financial statements

The accountant of the discontinued organization prepares the final financial statements.

For your information. The figures for these reports will differ from the deed of transfer, because while the reorganization is underway, the company continues to work.

It is necessary to draw up the final financial statements on the date preceding the date of entering information on the termination of the legal entity's activities (on the organizations that have arisen - in the case of reorganization in the forms of merger, division and transformation, on the termination of the activity of the last of the affiliated organizations - in the case of reorganization in the form of acquisition).
The final financial statements are prepared in accordance with the Regulation on accounting"Financial statements of the organization" PBU 4/99, approved by the Order of the Ministry of Finance of Russia dated 06.07.1999 N 43n, and the Order of the Ministry of Finance of Russia dated 22.07.2003 N 67n "On the forms of financial statements of organizations" in the amount of the forms of annual financial statements adopted earlier by the organization, for the period from the beginning of the reporting year until the entry in the register of the corresponding entry on the newly emerged organizations (on the termination of the activities of the last of the affiliated organizations). That is, by analogy with the annual reporting, reform the balance sheet.
The composition of the financial statements will be as follows:
1) balance sheet;
2) report on financial results;
3) a statement of cash flows;
4) report on changes in capital;
5) explanations for reporting;
6) an auditor's report, if the company is subject to mandatory audit.
These reports will also reflect the performance indicators of the company from the moment of drawing up and signing the deed of transfer until the termination of the existence of the reorganized company. It is because of this that the figures of the final financial statements will not coincide with the data of the transfer act.

For your information. Account 99 "Profit and Loss" must be closed. If, as a result of its activity, the company has formed retained earnings, then it can be distributed at the request of the founders.

It is necessary to submit reports to the local tax office at the place of registration of the reorganized company. We advise you to submit reports in person. Often they are reluctant to accept the final reporting or refuse to accept it at all, since the personal account of the reorganized enterprise will be closed by that time, be persistent.
After the final balance sheet, you no longer have to draw up and submit any financial statements.

Remaining reporting and checking account

Prepare and submit personalized accounting for the current year. And also get a certificate from the Pension Fund about the absence of arrears on mandatory payments. After that, you can deregister from the fund.
Closing a current account is optional from the legal point of view. The company can transfer the checking account, like any other property (and liabilities), to the newly created organization. Most often, for this, it is necessary to bring the constituent documents to the bank, reissue the card with the seal and sample signatures, that is, go through, in fact, all the same procedures as when opening a new account.

The final stage

After the information about the reorganization has been published twice in the relevant press, it is necessary to collect and submit to the inspection documents on the completion of the reorganization (registration of a new legal entity). The composition of the documents depends on the form of reorganization.
So, in case of reorganization in the form of affiliation, the following are submitted to the IFTS:
1) an agreement on accession;
2) an application for making an entry on the termination of the activities of the affiliated legal entity in the form N R16003, approved by Order N ММВ-7-6 / [email protected]
In other forms of reorganization, the inspectorate must submit:
1) an application for state registration of a legal entity created through reorganization, in the form N P12001, approved by Order N ММВ-7-6 / [email protected];
2) constituent documents;
3) deed of transfer;
4) a merger agreement (if the reorganization takes place in the form of a merger).
A complete list of documents should be previously clarified with the Inspectorate of the Federal Tax Service, since sometimes tax authorities ask you to submit additional documents.
The applicant's signature must be certified by a notary (certified by a notary public). An exception is the case when documents will be transmitted via communication channels in electronic form and signed with an enhanced qualified electronic signature.

For your information. It is important to remember that documents related to the completion of the reorganization can be submitted to the registering authority after 30 days from the date of the second publication of the message on the reorganization of legal entities in the journal "State Registration Bulletin", as well as before the expiration of 3 months after entry into the Unified State Register of Legal Entities. persons of the record on the beginning of the reorganization procedure.

On the sixth working day, you can receive documents on state registration of the reorganization of a legal entity. Let's take an example of the actions of an accountant.

Example. The owners of the LLC on 04/04/2016 decided to reorganize in the form of a takeover. At the same time, a joint meeting of the main and the merged company was held and a merger agreement was concluded.
LLC until 04/07/2016 must notify the Federal Tax Service, the Federal Tax Service and the Pension Fund of the Russian Federation about the beginning of the reorganization. After that, by April 13, 2016, the tax authority will make an entry on the reorganization in the Unified State Register of Legal Entities.
It is necessary to publish information about the reorganization in the State Registration Bulletin on 04/14/2016. By the same date, being guided by the fact that from the moment of notification to the tax office, the LLC has 5 working days to notify creditors, it is necessary to send letters to all creditors.
On May 16, 2016, the company re-publishes information about the reorganization.
After that, until 06/10/2016, the LLC submits to the Federal Tax Service Inspectorate an agreement on merger and an application for making an entry on the termination of the affiliated legal entity.

In practice, not every accountant is faced with reorganization, so it is not surprising that it can be intimidating at first. But if you approach this procedure with a clear plan of action, calmness and confidence, then everything will surely pass easily and successfully.