Liquidation of an enterprise by joining another enterprise. Reorganization of an enterprise in the form of affiliation: what is it, how and why is it carried out

Olga Bondarenko, Ph.D. PhD, Associate Professor, Auditor, Leading Specialist of the Avista Consulting Consulting Center

There are many forms of reorganization. Affiliation is often resorted to by small companies in difficult financial position. They get the opportunity to keep their business as part of another company.

With this form of reorganization, the affiliated organization transfers absolutely all its rights and obligations to the successor. The acceding party cannot assume only part of the obligations or rights. The thing is that the merged company after the reorganization ceases to exist as entity.

Several persons may also participate in the reorganization-accession. At the same time, the forms of reorganization can be combined (Article 57 of the Civil Code of the Russian Federation). Before September 1, 2014, it was impossible to carry out a merger between legal entities of different organizational and legal forms. Now this is allowed.

Prepare the reorganization decision and other documents

The decision on reorganization in the form of affiliation must be taken by all legal entities involved in the process. Every organization needs to hold a general meeting of members. The decision to reorganize is taken unanimously.

The decision must be certified by third parties (clause 24, article 1 of the Federal Law of May 5, 2014 No. 99-FZ). For PJSC this is a registrar, for NAO it is a registrar or a notary. But LLCs were in a better position. A unanimous decision or what is made in the manner prescribed in the charter is legal without assurance. It is necessary to apply to a notary for a certificate only if there is no unanimity among the participants.

After both companies have decided to reorganize, an agreement must be drawn up about this (clause 3 of article 53 of the Federal Law of February 8, 1998 No. 14-FZ). It must specify the procedure and terms of accession, as well as the obligations of the parties. An important point is the date of the general meeting of participants in organizations. This paper will prevent unnecessary disputes.

On August 24, 2014, the clause stating that companies must notify their tax authorities of the reorganization was removed from the Tax Code (clause 4, article 1 of the Federal Law of July 23, 2013 No. 248-FZ). However, this rule eliminated the duplicate notification. And most importantly - on the basis of which an entry will be made in the Unified State Register of Legal Entities - remains. Therefore, within three working days after the decision on the reorganization is made, it is necessary to report it to the registering authority (Article 60 of the Civil Code of the Russian Federation). The tax authorities will make an entry about the beginning of accession in the Unified State Register of Legal Entities. But the funds do not need to be warned (clause 17, article 5 of the Federal Law of June 28, 2014 No. 188-FZ).

The reorganization of the company is reported through the media (clause 1 of article 60 of the Civil Code of the Russian Federation), namely, Vestnik state registration". Information is published twice - with an interval of a month.

The creditor may demand early performance of the obligations of the debtor who is being reorganized. This is possible if the right of claim arose before the first publication of the reorganization. If it is impossible to fulfill the obligation, then the creditor may demand to terminate it and compensate for the loss (clause 2, article 60 of the Civil Code of the Russian Federation). But the creditor can demand only in court and if the contract does not establish a restriction on this.

Then it makes sense to deal with the personnel of the merged company. I note that contracts with employees and part-time workers continue during the reorganization (part 5 of article 75 of the Labor Code of the Russian Federation). It is impossible to dismiss an employee only because of the reorganization.

Notes on the reorganization of the employing company with reference to the decision on this must be made in the work books.

If labor function the employee has not changed, then no additional measures need to be taken - let him continue to work in the usual manner. But if the duties have changed, arrange a transfer to another position (Articles 57, 72, 72.1 of the Labor Code of the Russian Federation).

Employees may refuse to work in the reorganized company. The law gives the employee such a right (part 5 of article 75 and part 6 of article 77 of the Labor Code of the Russian Federation). To insure, take an explanatory note from them that they do not agree to work for a new employer. On the basis of such a refusal, an employee can be safely fired.

PARTICIPANT'S QUESTION

– If we transfer employees during the reorganization to the successor company, when will they be able to go on vacation?
- The transition to work in the host organization does not affect the length of service of the employee. The new employer assumes all rights and obligations of the affiliated company. Including in front of its employees. Therefore, employees will not have to wait 6 months to go on vacation. The position of temporarily disabled workers is also preserved - it's just that all payments to them will now be made by the new employer.

Take inventory

Companies that plan to merge are required to conduct an inventory before the reorganization. After all, it is necessary to combine the assets and liabilities of several legal entities (clause 27 of the Regulations, approved by order of the Ministry of Finance of Russia dated July 29, 1998 No. 34n).

You can establish the procedure for conducting an inventory yourself - it is more convenient to carry it out as is customary in the company (Article 11 of the Federal Law of December 6, 2011 No. 402-FZ).

Before starting the audit in the acquiring company, it is also necessary to determine the value at which assets and liabilities will be assessed. It will need to be indicated later in the transfer act. The successor company can value its assets in the same way as it did before.

First of all, look at account 01 - fixed assets. Need to check technical documentation: passports, inventory cards, inventories. Make sure that serial numbers and names, years of manufacture, purpose, etc. match.

When you check documents for real estate, pay attention to those that relate to the right of ownership. It is also necessary to conduct an audit for objects that are not the property of the company, but are leased or stored.

Intangible assets - account 04. Documents for the right to use intangible assets and how they are reflected on the balance sheet are important here (clause 3.8 of the Methodological Instructions, approved by order of the Ministry of Finance of Russia dated June 13, 1995 No. 49).

As for inventory items (accounts 10, 41, 43), here you need to pay attention to retired goods and materials that are still on the company's accounts. They need to be inventoried separately according to shipping documents. Let me remind you that it is possible to accept and release goods and materials during the inventory period only in the presence of the inventory commission.

Accounts 60, 62, 76 also need to be carefully checked. Here we need reconciliation with counterparties, and based on its results, an act of inventory of settlements. At this stage, you need to find out if the organization has a creditor or receivable with an expired limitation period.

Review the settlements with employees and accountants (accounts 70 and 71), whether there are unpaid amounts and overpayments. They will confirm the turnover on account 70 of payments, statements, salary consumables. Accountable check for advance accounts.

It is also important to check the data on contributions and taxes on accounts 68 and 69 - with the data in the declarations and with transfers to the budget. And, whatever one may say, it is best to conduct a reconciliation with the tax authorities here.

Finally, account 50 is the cash register. Count money, money documents, securities, cash flow documents and make sure that there are no excesses or shortages hanging anywhere.

Upon completion of the inventory, you need to draw up a transfer act. It must include a provision on the succession of organizations (Article 59 of the Civil Code of the Russian Federation). Also, the act will reflect the creditor and accounts receivable and all property that passes from one organization to another. It is most convenient to draw up an act in the form of a balance sheet. You can simply list the assets and liabilities of the organization in free form.

After drawing up the deed of transfer, collect documents for the tax. Standard package for reorganization: application for reorganization, deed of transfer, certificate of state registration of the acquiring legal entity, certificate of payment of state duty. Full list is given in paragraph 1 of Article 14 of the Federal Law of August 8, 2001 No. 129-FZ. All papers are handed over to the inspection at the place of registration. After that, the affiliated organization continues to work in the same mode. Its independent work will stop when a record of accession appears in the Unified State Register of Legal Entities.

Lecturer's recommendation

The successor company does not inherit the special regime

The rules are simple. If the acquiring company had a special regime, then it remains. Accordingly, the affiliated organization begins to work on it. The main thing is that due to the increase in turnover, the expanded company does not lose the right to privileges. If only the affiliated company had a special regime, then the successor does not inherit it. That is, in any case, the affiliated company will operate under the same conditions as the main one.

Prepare accounting and tax reporting

The date of reorganization is the day when an entry was made in the Unified State Register of Legal Entities that the merged organization ceased its activities (clause 4, article 57 of the Civil Code of the Russian Federation).

The affiliated organization must draw up the final financial statements. A detailed list of required reports is given in the Regulation, approved. by order of the Ministry of Finance of Russia dated July 6, 1999 No. 43n and in the order of the Ministry of Finance of Russia dated July 2, 2010 No. 66n.

The last reporting year for the affiliated organization will be the period from January 1 until an entry is made in the Unified State Register of Legal Entities on the termination of activities.

When preparing for the reorganization, do not forget to analyze the financial result of the organization's activities. As for profit, the legislation does not give any instructions, so it can be distributed at the discretion of the founders of the organization.

As for the acquiring company, it does not need to draw up a closing balance sheet. The successor will have enough interim balance. It is compiled at the time of the reorganization. The report should reflect the data of the closing balance sheet of the affiliated organization and the intermediate indicators of the successor company.

In the report on financial results successor, you can not combine indicators, otherwise there will be confusion.

An important point: if the authorized capital of the successor company is less than the sum of its capital and the capital of the affiliated organization, then this must be fixed. The difference is reflected in the balance sheet in the line "Retained earnings". If more, then nothing needs to be noted.

PARTICIPANT'S QUESTION

– Our company has started the reorganization, when it is over, will it be necessary to renegotiate all contracts? After all, the organization that originally concluded them will no longer exist.
- From the very definition of accession, it follows that all rights and obligations are assumed by the acceding party (clause 2, article 58 of the Civil Code of the Russian Federation). Therefore, there is no need to renegotiate contracts. From experience, I can say that when an organization terminates a contract, there are many tax risks. For example, with the non-refund of VAT on advance payments from the budget (clause 5, article 171 of the Tax Code of the Russian Federation), the loss of the right to write off expenses on preferential terms under employee insurance contracts (article 255 of the Tax Code of the Russian Federation), and so on.

An affiliated organization can report on taxes. But if this did not happen before the entry into the Unified State Register of Legal Entities, then the successor company reports and transfers taxes (clause 5, article 50 of the Tax Code of the Russian Federation). Because, as a general rule, the obligation to file reports after the reorganization passes to the successor company.

An exception is 2-NDFL certificates. The merging company submits them for the period from the beginning of the year until the completion of the reorganization. And the successor - for the period from the next day after the reorganization (letter of the Ministry of Finance of Russia dated July 19, 2011 No. 03-04-06 / 8-173). As for the payment of personal income tax, the reorganization does not affect it in any way. The period for this tax is not interrupted, and it is charged as usual - after all, the staff does not go anywhere (Article 75 of the Labor Code of the Russian Federation).

The place where tax returns are filed also depends on which company is filing them: the merging company or the acquiring company. If the first - then at the place of its registration, if the second - then, respectively, at the place of its registration.

The deadlines for filing returns depend on the type of tax. If the tax period for the collection consists of several reporting periods, then that reporting period, in which there was a reorganization, and will complete the tax period. The final declaration is submitted to general order. This will be done by the merging company or successor, depending on the time of the reorganization.

During the reorganization, VAT may hang, which the merged company did not have time to deduct. It can easily be deducted by the successor. To do this, you will need to collect a standard package of documents plus papers confirming the payment of tax (clause 5, article 162.1 of the Tax Code of the Russian Federation).

Payment of insurance premiums and reporting on them also pass to the successor (part 16 of article 15 of the Federal Law of July 24, 2009 No. 212-FZ). It is safer to reset the insurance base, although this is not very profitable for the company. After all, then accruals that are more than the limit value will not be exempted from contributions. If the database is not reset, the auditors will have questions.

Abstract prepared by Igor Serebryakov

A legal entity is liquidated sooner or later for various reasons. But a voluntary official closure is not the only way out.

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In some cases, it is more expedient to carry out the reorganization procedure by joining another enterprise.

Step-by-step instructions for such liquidation will help you figure out how to proceed. Let's also find out what to expect.

What is this?

Affiliation (reorganization by merger) is a form of company reorganization.

The bottom line is that a certain company joins another company. In this case, the legal entity is considered liquidated. It becomes part of the organization it joins.

When joining, the rights and obligations of the company are transferred to successors.

Accession with the liquidation of the assignee is also possible. Several liquidated organizations can join one enterprise.

The difference between a merger and an acquisition is that the successor is represented by a new company.

What is regulated?

You should be guided by the following documents:

• Guidelines for the formation financial statements during the reorganization of enterprises ().

Peculiarities

You should remember the following features of the connection:

1. The process of reorganization of a legal entity takes about 3 – 4 months.
2. The firm has the opportunity to use cheaper methods of liquidation.
3. Joining is suitable for an organization that has no debt to creditors.
4. Since creditors are notified in writing of the impending merger, they may prevent such liquidation.

Advantages and disadvantages

Advantages:

1. There is no need to take certificates that confirm the absence of debts to the Pension Fund and the Social Insurance Fund of Russia.
   

   This saves the time of the procedure.

2. You will have to pay a lower state duty than with a merger.
3. A record of liquidation is made in Unified State Register of Legal Entities .
4. Accompanied by operations to expand activities - subsidiaries are merged.

Flaws:

1. The risk of subsidiary liability.
   

   Former managers are liable even after the transfer of obligations to the successor.

2. Not all businesses are suitable for this.
3. The procedure is not cheap.

Video: debt liability

Procedure for liquidation by affiliation

The procedure for joining another legal entity begins after the meeting of founders makes the appropriate decision.

Consider what certificates will need to be prepared, where to apply. Let's define the main stages of the process, because it is not limited to solving personnel issues.

Primary package of documents

List of required documents:

1. Application to be certified by a notary.
2. Form for which the tax authority is notified at the place of registration of firms that are participants in the merger procedure.

Full set of documents

You also need to collect the following information:

1. The decision that the connection will be carried out.
2. Procedure agreement.
3. Notification of creditors about the upcoming process.
4. Minutes of the company meeting.
5. Transfer deed.
6. Blank .
7. Blank .
8. Blank .

To which registration authorities should I apply?

The documentation package is submitted to the tax authorities at the place of registration of the main enterprise within 3 days after the decision has been made.

Three days later, the regional tax office will issue a certificate of commencement of the accession process. At the same time, an entry is made in the Unified State Register of Legal Entities.

The bodies of the Pension Fund of the Russian Federation and the Social Insurance Fund must be informed about the reorganization.

Notice to creditors and the media

The creditors of the organization that joins are notified during 5 days after receiving the relevant certificate.

To do this, a message is placed in the media and a notice is sent by mail with a list of attached documents to each creditor.

The notice of reorganization is published in "Bulletin of state registration". Scroll necessary information available on the official website of the publication.

The post is posted twice. The interval between notifications is a month.

Agreement with FAS

The company must obtain the consent of the federal antimonopoly structures if the asset of the reorganized enterprise exceeds 3 billion rubles.

The decision must be made within a month after the submission of the documentation. In some cases, such periods are extended.

Property inventory

All LLCs conduct an inventory of property objects and liabilities.

The information received is the basis for the approval of the deed of transfer.

Founders meeting

A founding meeting is held where:

• make adjustments to the constituent documentation of the main company, which are related to the entry of a new participant into the enterprise and an increase in the size of the authorized capital;
• elect the leadership of the main organization.

Then a protocol is drawn up.

Registration of accession in state structures

To register changes, the above documents are submitted to the registering structures.

At the expiration of 5 days an entry will be made in the Unified State Register of Legal Entities on the liquidation of the affiliated enterprise, followed by the issuance of the necessary documentation.

This is the final stage of the reorganization procedure by way of accession.

Documentation for registration of reorganization

In order to register changes in the founding documentation of successors and the liquidation of the merging company, it is worth submitting:

• decision on reorganization (of all companies and a joint sample);
• a completed form of the form stating that the activity of the affiliated legal entity has been terminated;
• form ;
• shape ;
• minutes drawn up at the meeting;
• an agreement that the company joins;
• photocopies of notifications in the media;
• photocopies of certificates confirming the receipt of the notice by the creditor.

Unified forms 16003, 14001, 13001 must be certified by a notary office employee.

Deadlines for liquidation

Procedure duration:

• merger of several companies 2 months.;
• joining another company 2 months.

Risks and price

A possible risk (as already mentioned above) is subsidiary liability. The debt that was received by the enterprise under the former founders will be repaid by it.

And it does not matter that the obligations are transferred to the successor company. It is for this reason that this type of liquidation is best carried out by a company that has no debts.

It is not advisable to start the reorganization after the tax authority initiates an audit. Such a decision will be defined as an attempt to avoid paying tax amounts.

If the company has a large debt on tax transfers, the Federal Tax Service will appoint an inspection immediately after the application for the start of the merger procedure is received.

In case of reorganization through merger, the probability of property, administrative and tax liability will increase.

The reason is that firms with debts and obligations join.

If the merging company is under the supervision of a law enforcement structure, it (and the companies merged earlier) will be checked with particular care.

If the reorganized enterprise did not notify the creditors, it may be refused registration of liquidation of the LLC. The reorganization may also be considered invalid.

In such situations, administrative, tax, property, criminal liability is borne by former leaders.

If a merger is carried out and a notice is not provided to at least one creditor, the company expects a number of unpleasant consequences.

Frequent cases - connection with an enterprise that is located in another territorial district.

Liquidators in other regions do not always have the necessary connections that will allow the liquidation process to go through painlessly.

In addition, the management of the reorganized company may lose control over the situation due to the fact that the successor is located in a remote region.

The cost of state duty upon joining - 1.5 thousand rubles. If you contact specialized intermediary companies, you will have to pay at least 40 - 60 thousand rubles.

If you are interested in going through the procedure for closing a branch foreign organization in the Russian Federation, we recommend that you refer to this article:

You can read about the procedure for liquidation through sale

How to properly draw up a notice of liquidation to an employee is described in detail

Arbitrage practice

Acquisition and merger is an alternative method of liquidation that does not require a lot of time.

But if a legal entity has a debt to creditors or the state, then it will be faster to liquidate the enterprise by selling it to another person or one of the founders.

If the LLC has a lot of debt, but for some reason it is not possible to sell the company, then an incorporation or merger is carried out.

The peculiarity of accession is that all obligations are transferred to assignees. That is, the responsibility for the debt will pass to the firm to which the organization joins.

When selling state-financed organization or another enterprise will not be excluded from the Unified State Register of Legal Entities, as in the case of a takeover or merger. She is still listed as an active legal entity.

Only the leadership changes.

If the company does not notify all involved persons of the liquidation in the form of affiliation, the rules for conducting the reorganization will be violated. Then there is the risk of problems in the final stages.

For this reason, the tax service and the registration authorities will refuse to register the liquidation.

In the business world, there are often cases of "acquisition" of some firms by larger ones, as well as the merging of several firms into one to increase the scale of activities and profits. In such cases, a reorganization is carried out, which may also be called "liquidation of the company by merger".

Liquidation or reorganization?

The Civil Code, giving the definition of liquidation, indicates that under this procedure, the rights and obligations of the organization are not transferred to other persons in the order of succession.

The process in which, after the termination of the firm's activities, its rights and obligations are taken over by another company, is called reorganization, but the very fact of the closing of the firm allows non-specialists to call it liquidation.

The Civil Code of the Russian Federation (Article 57) fixes five options (types, ways, forms) of reorganization:

• merger - several firms merge into one and cease to exist;
• accession - one company joins another, after which the first is excluded from the Unified State Register of Legal Entities;
• division - one firm is divided into two or more firms and ceases to exist;
• spin-off - a new firm is spun off from the firm, while the original organization continues to function;
• transformation - the company changes its organizational and legal form and no longer exists in its previous form.

In this article, we will consider in detail the reorganization in the form of accession.

Reorganization of a legal entity: accession

Let us examine the issue on the example of the liquidation of an LLC by merger. Step-by-step instructions in this case will illustrate the process in question.

1. The decision on reorganization must be made by the general meeting of the company's participants. As indicated by par. 2 p. 8 Art. 37 of the Law on LLC dated 08.02.1998 N 14-FZ, this decision must be unanimous.

2. The same meeting approves the accession agreement, which should provide for:

• accession procedure (stages, activities);
• distribution of expenses for reorganization;
• authorized capital of the company, etc.

3. Within three days after the adoption of the decision by the general meeting, it is necessary to notify the tax authority of the upcoming events. To do this, the following are sent to the inspection at the place of registration of the company:

• notice of reorganization (form C-09-4);
• reorganization decisions, adopted by the authorities management of the company to be joined and the organization to which the company joins;
• other Required documents.

The inspection at the place of registration of the parent company (to which the parent company joins) must also be notified of the merger within the same period. To do this, submit:

• notice of reorganization;
• decisions of companies on accession.

4. The creditors of both companies are notified about the reorganization. The authorized company publishes a relevant notice in official source- Bulletin of State Registration.

5. If the companies' assets exceed 3 billion rubles, the merger must be agreed with the antimonopoly body.

6. Companies conduct an inventory of property and liabilities and draw up a deed of transfer.

7. A general meeting of participants in the companies is convened, the tasks of which are to decide on making changes to the constituent documents in connection with the reorganization and electing the management bodies of the renewed company.

8. For state registration of a reorganization, the following shall be submitted to the tax authority:

• reorganization decisions (taken by the companies individually and jointly);

Accession is one of the ways of reorganization of the company, which involves the succession between several existing legal entities. In this case, the merging company (or several) cease their activities, that is, they are considered liquidated. The main successor company continues its functioning, taking into account the rights and obligations that have been transferred to it. Such an incorporation of the company ultimately leads to the liquidation of the company. In the article, we will consider how the liquidation of a company takes place by merger.

Reorganization by affiliation

The liquidation of a company by merger takes place in several stages:

1. Preparation of necessary documents. The first stage assumes that the founders of the company hold a general meeting of the founders, both of the liquidated and the main one. The purpose of such a meeting is to make a decision on liquidation through merger, as well as to approve the merger agreement. Such an agreement determines the stages of reorganization, the authorized capital of the reorganized company, the distribution of costs between the participants, as well as the party that will manage the entire process. The decision of each company reflects the representation of the powers of the main company to notify the tax authority and publish the relevant information about the reorganization in the State Registration Bulletin. At this stage, an application for future accession is also prepared, which is subject to notarization. In addition, a notice is issued on the merger procedure (form C-09-4), which is submitted to the tax authority at the place of registration of the legal entity.
2. Submission of documents. All persons participating in the reorganization must notify the tax authorities at the place of their registration. This must be done within 3 days from the date of the relevant decision. In this case, the following documents are submitted to the tax authority:

• Message (Form С-09-4);
• Decision on reorganization from the main and affiliated company;
• Other documents, the composition of which must be clarified with your tax authority.

In addition, within the same three-day period, an application for the start of reorganization is submitted to the tax authority. In doing so, the following documents must be provided:

• reorganization statement;
• decision from the main company and from the affiliated company.

Important! After a three-day period, the tax office provides a certificate of the beginning of accession. At the same time, an entry is made in the Unified State Register of Legal Entities.

1. Notice to creditors. After receiving a certificate of commencement of the reorganization, all companies participating in the process are required to notify creditors in writing of the ongoing reorganization. This must be done within 5 working days from the receipt of the relevant certificate. A message to creditors is sent by mail with a list of attachments and a notification of receipt.
2. Publication in the media. The next stage of the reorganization is the publication of a notice in the State Registration Bulletin. This will require certain documents, a list of which can be clarified on the official website. http://www.vestnik-gosreg.ru/. The publication is the responsibility of the company authorized to do so by the reorganization decision. As a rule, this is done by the main company. Publication should be carried out at least 2 times, while the second publication is repeated and it is possible not earlier than 1 month from the date of publication of the first. In certain cases, the minutes of the general meeting of participants in the affiliated firms may be required.
3. Consent of the antimonopoly authority. If, according to the latest balance sheet data, the company's assets exceeded 3 billion rubles, then the consent of the antimonopoly authority will be required for the merger. This is required by the Law on Protection of Competition. The Antimonopoly Committee makes a decision no later than 30 days from the date of submission of the relevant documents. However, in certain cases, this period may be extended.
4. Inventory of property, drawing up a deed of transfer. An inventory of property is carried out in all societies. Based on the data obtained during the inventory, the participants of the merging companies draw up a deed of transfer. Then a meeting of participants of all participating companies is held, at which changes are made to the constituent documents of the main company, including an increase in the authorized capital. The leaders of the main company are also elected. The result of the meeting is drawn up in the form of minutes of the general meeting.
5. Collection of the final package of documents. In order to register all changes in the documents of the receiving company, as well as the liquidation of the merging company, the following documents will be required:

• decision on reorganization;
• a statement (Form 16003) that the merging company is going out of business;
• a statement (form 14001) that changes are being made about the main company in the Unified State Register of Legal Entities;
• application (form 13001) for state registration of changes in founding documents main company;
• minutes of the meeting of the reorganized companies;
• deed of transfer;
• accession agreement;
• a copy of the publication in the Bulletin;
• copies of documents confirming that the creditors have received notices of reorganization as a merger.

1. State registration of changes. After the re-publication in the Vestnik is published, an application is submitted to the registration authority for the liquidation of the merging companies, as well as for amendments to the charter of the host company. At the same time, the documents that were specified in the previous stage are submitted. Application forms 16003, 14001 and 13001 are subject to certification by a notary. With the expiration of the 5-day period, an entry is made in the Unified State Register of Legal Entities on the liquidation of the merged companies, and the registration authority issues the necessary documents. From this point on, the reorganization procedure is considered to be completed.

Liquidation of a company by affiliation: pluses

The advantages of liquidating a company by merger include the following:

1. Such a procedure will not require obtaining certificates confirming the absence of debts in the PFR and the FSS. Usually, it takes a company quite a long time to receive such documents, and in case of a merger, it takes as much as 2 months.
2. The state duty for mergers is much lower than for mergers. In the first case, it will be 1500 rubles, and in the second - 4000 rubles.

At the same time, it should be remembered that such an alternative method of liquidation also has risks. In this case we are talking on vicarious liability. If the company has debts that were formed under the leadership of the former founders, then they will be responsible for this. Even if the successor company is initially held liable.

Important! As a rule, reorganization is advised to those companies that do not have debts. In this case, reorganization is an alternative for them. voluntary liquidation which will save you a lot of time and money.

Notification of counterparties about the changes made

Risks during liquidation by affiliation

As a rule, any actions performed by legal entities carry certain risks, and reorganization is no exception. The following can be identified as risks:

1. If the launch of the reorganization occurred after the appointment of a tax audit, then most likely it will be considered that the company is thus evading taxes. In this case, the verification will be carried out in any case.
2. In the event that one of the companies participating in the reorganization has tax debts, the tax authorities will definitely intervene and an audit will be carried out, which will ultimately lead to an increase in the reorganization period.
3. In case of refusal to notify creditors of the reorganization, there is a possibility that the reorganization may be refused.

Problems can also arise if the affiliated company is located in one region, and the main one is in another. In this case, it will be difficult for the liquidator to check whether the reorganization is carried out correctly.

The reorganization of a legal entity is a procedure aimed at creating a new organization on the basis of existing, registered enterprises by carrying out merger, spin-off, transformation, and separation activities.

As a result of the phased implementation of all actions provided for by law, appears new company, which is the successor of the old in the amount, according to the decision of the participants or the owner.

The need for reorganization is caused by a number of circumstances, the most common reasons are: the division of business between partners, the choice of the most optimal form of management, the creation of one large structure instead of several fragmented ones, the withdrawal from the parent organization of a subsidiary with the right to independent activity.

Current legal provisions

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

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

1. a proposal for upcoming changes may come from the founders or another authorized body;
2. it is possible to use different methods of reorganization;
3. the procedure may involve several companies with different forms;
4. reforms regarding special companies such as banks, various investment funds, financial structures is carried out in accordance with the laws adopted in the field of activity of these persons;
5. if the authorized body made a decision on reorganization and it was entrusted to the management of the company, which, in turn, does not take any action to fulfill the order, then in such cases the decision is made by the court. According to a judicial act, an arbitration manager is appointed, who is entrusted with the authority to carry out actions aimed at restructuring enterprises;
6. now, when carrying out the transformation, it is not required to notify the tax service, funds and those to whom the enterprise has obligations, and there is also no need to publish Announcement in the Bulletin of State Registration. After the founders wished to transform the company, the IFTS at the address of the new person submits the entire necessary list of documents that terminate the activities of the old one;
7. it is not required to draw up a separation balance sheet, it was replaced by a deed of transfer, in accordance with which the transfer of property, debts and rights of claim is carried out;
8. in case of non-compliance with the norms of legislation and the charter of the enterprise, the decision on reorganization may be made invalid, and the procedure itself may not take place. The founders and other interested persons have the right to such a demand;
9. modifications in the activities of the company should be carried out taking into account the interests of creditors who have the right to demand early repayment of debt or compensation for losses. Responsibility to the creditor is borne by the collegial bodies of the company or sole, along with the reorganized enterprise;
10. in order to observe the rights of creditors, it may be taken to secure their claims, or an irrevocable bank guarantee may be provided.

The sequence of stages of reorganization

The complex of reorganization measures is to be carried out in the following sequence:

1. is convened meeting of participants with an agenda for upcoming changes;
2. during three working days from the date of the decision, it is required to send an information letter to the registration service about the reorganization of the existing organization. IN without fail the form of proposed reforms must be reported. If the actions are directed towards several companies, then the duty of informing lies with the one who joined last;
3. as soon as in single register a note will appear stating that the company has undertaken changes in the status of the company, it is required to publish in the journal "Bulletin of State Registration" about the ongoing activities. In total, such messages must be published twice, with an interval of one month;
4. before the expiration of 5 days from the date of informing the registration office, all identified creditors must be notified of structural changes;
5. a person who has embarked on the path of restructuring the company is obliged within three days after the verdict of the meeting, notify the IFTS in which it is registered;
6. creditors have the right to declare their claims before the expiration of 30 days from the date of the second publication. If the obligation was to be performed before the date of publication of the notification, the obligee may file a claim for early fulfillment by his debtor of the obligation assumed, or compensate him for the losses caused. At the same time, relationships with creditors do not affect the reorganization process itself;
7. legalization of a new organization cannot be made earlier second publication in the Bulletin.

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

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

Reorganization of CJSC into LLC

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

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

Second phase: Notarized in the form p12001;

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

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

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

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

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

Samples of filling out documents on reorganization

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

The minutes of the meeting on the reorganization are drawn up in any form and look like this, using the example of the transformation of a CJSC into an LLC:

Minutes (indicate the place and date of the meeting)

The meeting is attended by shareholders in the amount of 6 people, the quorum is 100%.

Agenda of the meeting: making a decision on the transformation of a CJSC into an LLC, determining the procedure for exchanging shares for shares, drawing up a deed of transfer, election of a director.

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

Elect Petrov A.A. as the director of LLC. and entrust him with the duty of registering and notifying creditors.

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

CJSC in LLC: answers to questions

The video below answers ten of the most asked questions about transforming a CJSC into an LLC.

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Deed of transfer and separation balance sheet upon reorganization

Succession during the reorganization of a legal entity: what is it and how to implement it

Accession of a legal entity to a legal entity: procedure for reorganization by affiliation

Reorganization of a legal entity: concept, forms, types, methods

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Reorganization by merger 2017 - step by step instructions

The reorganization in the form of a merger is mutually beneficial for both companies. The parent organization acquiring a smaller firm acquires all of its rights and developments, including ownership of established trademarks.

For a small enterprise merging into a larger one, such a reorganization is an accelerated liquidation procedure.

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

Steps in the accession procedure

1. Meeting of participants of the parent company and the affiliated company.

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

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

• leading and affiliated parties;
• distribution of expenses between enterprises;
• the size of the authorized capital;
• process steps, etc.

In addition to the minutes of the meeting and the contract, a notary also draws up and certifies a notice of accession.

2. Sending the following documents to the tax office

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

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

Simultaneously with the entry in the register, a certificate of the beginning of the accession procedure is being prepared. Such a certificate will later be issued to a company liquidated by reorganization.

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

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

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

4. Carrying out a complete inventory of the affiliated company with the preparation of a deed of transfer.

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

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

Includes:

• decision on reorganization;
• minutes of the joint meeting;
• application in the form P16003, notarized;
• an order form for filing a message of intent to reorganize, as well as copies of printed messages in the Bulletin;
• transfer deed of material resources, obligations and rights;
• accession agreement;
• applications for registration of changes in the constituent documents of the main company and changes in the data on the legal entity.

The tax authority enters in the register an entry on the liquidation of the merging company and changes in the composition of the main enterprise.

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

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

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

Reorganization of the organization in the form of accession

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

Features of this form of reorganization

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

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

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

Legislative regulation of the accession process is carried out Civil Code Russian Federation (Articles 57-60), Federal Laws No. 208-FZ of December 26, 1995 “On JSC”, and No. 14-FZ of February 8, 1998 “On LLC”, tax code RF, other legal acts.

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

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

In order to avoid mistakes and invalidate the reorganization, before its implementation it is necessary to determine the procedure and take a very responsible approach to the registration of the accession.

Attachment mechanism

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

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

Individual issues of the accession procedure will be discussed below.

Decision making by each participant

Legal reorganization is possible only after consent to it all participants (founders).

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

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

The notice of the meeting and its agenda shall be sent to the founders/participants without fail writing. An LLC requires a unanimous decision of the participants to reorganize, therefore, before it is carried out, it is necessary to give all participants the opportunity to familiarize themselves with the details of the transaction.

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

Notification of the registration authority about the beginning of the procedure

The decision on reorganization can be issued in any form(there is no legally established sample either for LLC or JSC). However, such decisions must be submitted within three days to the tax inspectorate (IFTS) with a completed R12003 notices about reorganization. Decisions are required from all companies involved in the reorganization, and the notification is submitted by the company that made the decision last.

Notice to Creditors

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

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

Conclusion of a connection agreement, inventory and transfer of property

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

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

For inventory purposes, committees that evaluate and recalculation of property and at the end they prepare an inventory act. At the same time, reconciliation of settlements with tax authorities can be carried out and a transfer act is prepared that fixes the alienation (transfer) of assets and liabilities of the merging entity to the acquiring entity.

LLC at this stage it is necessary to hold a joint meeting of participants in order to decide on changes to the charter of the acquiring entity (based on the provisions determined by the agreement / agreements of accession).

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

Registration of accession is carried out by its participants not earlier than 3 months after the notification of the beginning of the procedure has been submitted to the Federal Tax Service, and not earlier than one month after the last publication of the reorganization announcement in the media.

The following documents are submitted to the tax office for registration:

• applications of the established form (No. Р16003 and Р13001);
• form P14001 if the governing bodies change;
• Accession agreements and transfer acts;
• Changes to the charter, other documents (for example, on the issue of securities for JSC).

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

Solution of personnel issues of the enterprise

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

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

Important! When changing the owner of the company's property, he has the right to terminate employment contracts with the head, his deputies and the chief accountant. This has a time limit of three months.

Features of the procedure

In some cases, when joining Members are subject to additional requirements.. Here are some of the more common ones:

• For a number of organizations, permission from the Federal Antimonopoly Service is required for the procedure (the assets of participants exceed 7 billion rubles, monopoly enterprises, banks, insurers, and others are being reorganized);
• When carrying out licensed activities re-issuance of licenses for the connecting organization will be required. Licenses are issued authorized bodies after confirming that the prerequisites for its receipt have been met. It is also necessary to reissue licenses/permits if the address or territory where the licensed activity is supposed to be carried out has changed.
• Most often it is required to reissue licenses for insurance activities, communication services, medical services, realization of alcohol .
• If the merger of legal entities affects the results intellectual activity (works, programs andT.d), the rights to which are subject to registration are required their renewal in the prescribed manner to the new copyright holder.

As a rule, the need for subsequent renewal of licenses, permits and registration of rights is established at the stage of preparing the procedure.

Possible process violations and consequences

When joining it is important to follow all the procedural points exactly and perform registration actions within the period established by law.

Otherwise, there is the probability of recognition of the registration of the affiliated entities as invalid. In this case, the accommodating company will incur (damages, fines).

It is also possible for the court to decide to liquidate the company (if the merger was carried out without the consent of the FAS Russia and restricts competition).

Reorganization in the form of affiliation is used by business entities quite often, as to enlarge business, and for actual liquidation affiliated companies. Therefore, in order to avoid negative consequences, it is important to carefully and responsibly approach the registration of the accession procedure, having previously studied the mechanism for its implementation.

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

With the advent of 2017, a lot has happened in the legislation of the Russian Federation significant changes. Most globally, they affected the industry of reorganization in all five forms, including the form of accession.

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

Regulation of legislation as of 2017

When actuated this bill, particular attention should be paid to The federal law RF No. 14. It includes the rights and obligations of a company that has limited liability, as well as the procedure for state registration of legal entities.

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

solve exactly your problem

The decision to carry out the reorganization depends entirely on the opinion adopted at the general meeting of representatives of each community. In case of non-compliance with the regulation of the legislation, any changes in the organization of the work of the enterprise will be considered invalid.

Why do we need reorganization in the form of accession, what changes does it bring

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

Reorganization in the form of accession, in its functions, is significantly different. Instead of changing the owners of enterprises, there is a creation of one organization, which includes several separate firms.

Such a move is being made in order to expand the existing business by increasing financial situation each company, due to well-coordinated work and the lack of influence of the tax inspectorate on each company separately. During the reorganization in the form of affiliation, all enterprises remain unchanged in the state register.

The reasons for this process may be criteria such as:

• the emergence of strong competition in the market that can affect the trading statistics of other firms;
• increase in purchase prices for raw materials;
• insufficient organization of the enterprise for the manufacture of high-quality final products;
• vision of further prospects for the modernization of products and a possible increase in demand for their products.

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

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

Reorganization in the form of accession is carried out in a certain order, which must not be violated.

Taking into account all the amendments to the bills and regulations of the Russian Federation as of 2017 step-by-step instruction during this event looks like this:

1. The first step is the choice of the method of reorganization by voting of all participants.

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

Step two - after determining the form, an agreement should be concluded between all the owners of the enterprises that are being merged.

The agreement specifies the rights and obligations of each of the parties, the grounds on the basis of which the reorganization takes place and the conditions on the part of the state regarding taxation.

The third step is to inform about the merger those bodies in the register of which there are data of firms and enterprises.

Also notify off-budget funds, and the largest creditors.

The fourth step is to submit an announcement of reorganization to the state registration bulletin.

This procedure is repeated twice.

The fifth step is to collect a package of necessary documents.

Their list includes documents of 2 categories: from the founders and from the company.

The list itself is provided in the form of a table below.

1. The sixth step is to conduct a complete inventory of the property, writing down each object in the register, after giving it an inventory number.

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

The seventh step is to make a number of characteristic changes to the charter of the new governing legal entity.

And the last, eighth step is to receive a document from the supervising registration service that the procedure has been completed successfully, and the rules provided for by the reorganization may come into force.

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

ABOUT future prospects reorganization in the form of accession learn from the video.

Personnel issues

Since the reorganization of the enterprise occurs complete replacement Not only management team, as well as most categories of workers, the question of the work of the personnel department during this procedure becomes an edge. When joining and merging, the replacement of the composition is not a prerequisite.

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

Special attention of the Human Resources department is given to female employees who are at any stage of pregnancy. In this case, the employee cannot be dismissed under any circumstances, except for the circumstances specified in the work charter, or on his own initiative.

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

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

The nuances of the procedure in 2017, which should be paid attention to

If the organizations to be merged are not cooperative, but are registered as an antimonopoly body, they are subject to additional requirements. They lie in the fact that such organizations need to additionally obtain permission from the FAS.

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

In this case, the company to which the accession is made must re-register such organizations.

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

Another nuance may arise when working with budgetary organizations.

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

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

In this case, the reorganization is carried out in accordance with the established procedure of the Federal Law "On non-profit organizations» No.-7, as of 12.01.1996.

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

A sample of the regulation on the remuneration of employees in 2017 is here.

Violations occurring during the reorganization process

This process has a rather severe course, and, as a result, entails a group of possible violations that occur intentionally or unintentionally. One of such violations is the non-inclusion of small joint-stock companies in the list of organizations participating in the reorganization.

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

The second, most frequent violation is the absence of the fact of notifying a certain circle of shareholders within the period allotted by the state - 30 days. Also, due to the large number of obligations of shareholders and managers, their proper execution does not always come out.

Not uncommon and violations by "state" institutions. Such violations are the pursuit of a commercial goal by the head of a state institution.

Such purposes are not mentioned during the reorganization, and, accordingly, such an institution is not taxed.

Most common reorganization problems

The problems of reorganization are mainly incorrect compilation documents and violations of the allotted time. With regard to documents, violations are often observed when compiling the inventory list.

In the future, problems may arise with unlisted property.

Also, frequent problems arise when transferring personnel to new positions. When filling out documents, violations occur, during the proceedings of which the deadlines are significantly delayed, exceeding the allowable ones.

Thus, you can avoid fines and delays in the validity of documents.

Learn about reorganization in the form of affiliation using the example of an LLC in the form.

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

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

You should read this question in detail if you want to join another company in order to avoid gross mistakes.

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

Legislative regulation

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

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

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

What is joining

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

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

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

mixed form

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

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

Permission to carry out activities from the antimonopoly authority

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

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

Reorganization financial institutions various kinds is carried out only with the consent of the Antimonopoly Committee, if the authorized capital of one of them exceeds five million rubles. For insurance companies, this amount will be ten million rubles, and for credit companies - 160 million.

Name

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

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

Legal address

When reorganizing, a change in the location of the company is available. However, you will have to transfer to another city and change the tax authority, which will lead to the fact that the procedure will be delayed.

List of participants

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

Authorized capital

The legislation does not restrict the formation of the authorized capital of the company. Basically, it consists of the capitals of all participants. The issue of shares may be required beforehand.

Notice to Creditors

During the reorganization, the liquidation of a legal entity is performed, therefore, notification of all creditors and publication of information in periodical. Residents of the capital can use the State Registration Bulletin for this.

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

deed of transfer

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

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

Place and authority of registration

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

Employer liability options illegal dismissal employee can be found here.

Step-by-step instruction

When reorganizing legal entities, the following steps are performed:

• Choice of enterprises to join.
• General meeting founders makes a decision on the reorganization, approves its form, the charter of the organization, the contract and the deed of transfer.
• Notification of state registration authorities.
• Determination of the place of registration at the location.
• Preparation directly for the conversion process:
  • making an appropriate entry in the Unified State Register of Legal Entities;
  • publication in a local periodical;
  • performing an inventory;
  • notification of creditors for each enterprise that requires it;
  • drawing up and approval of the deed of transfer;
  • payment of state duty.
• Submission of a package of documents to the tax office with the following purpose:
  • making an entry in the register indicating the liquidation of the merging firms, and information about the newly created organization;
  • obtaining documents that confirm the presence of an entry in the Unified State Register of Legal Entities;
  • notification of registration authorities on the liquidation of legal entities;
  • obtaining a certified copy of the decision to register the liquidation of the affiliated organization, an application and an extract from the register.

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

Transfer of property, rights and obligations

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

1. The merging company transfers the accounting information to the system of the new company.
2. Re-registration of branches, divisions, settlement accounts, etc.
3. Refurbishment of real estate.
4. When carrying out a licensed activity, it is required to draw up an application to the licensing authority to obtain a new permit, which corresponds to the type of activity of the company.
5. Staff transfer.
6. Re-registration of obligations under the contract and outside the contracts.

This completes the transfer of powers, and the legal entity to which the organization joins has the right to dispose of its property, receives its rights and obligations.

Staff transfer

When joining organizations, the transfer of personnel is carried out. At the same time, employees remain in their previous positions and perform similar duties.

This does not require the issuance of an order to hire new employees, it is enough to issue documents for their transfer, and the company joined by another legal entity will receive new employees.

The reorganization procedure is a complex process. When it is carried out, it is necessary to adhere to the norms of the law. In the absence of experience in this matter, it is recommended to contact specialists who will help in the preparation of documents. Having correctly completed all the steps, the procedure will be successfully completed, and in the future, none of the parties to the transaction will have problems with this.

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