home » Calculation » Reorganization of an enterprise in the form of affiliation: what is it, how and why is it carried out. Accession of a legal entity to a legal entity: procedure for reorganization by merger Reorganization in the form of merger procedure

Reorganization of an enterprise in the form of affiliation: what is it, how and why is it carried out. Accession of a legal entity to a legal entity: procedure for reorganization by merger Reorganization in the form of merger procedure

Regardless of the form of reorganization (merger, accession, division, spin-off, transformation), you need to go through the following procedure.

Choose a form

During 3 business days

We form a package of documents

Documents related to the completion of the reorganization may be submitted to the registration authority after 30 days from the date of the second publication of the notice on the reorganization of legal entities in the journal Vestnik state registration”, as well as the expiration of three months after being entered into the Unified State Register legal entities records on the beginning of the reorganization procedure.

When you reorganize in a transformation form, you do not need to publish information about the reorganization.

Dealing with an inspection

When joining, documents are submitted to the tax office at the location of the organization to which the joining takes place.

Handing over documents

You can submit documents in one of several ways convenient for you.

We receive documents

On 6th working day the applicant personally or through a representative by a notarized power of attorney may receive documents on state registration.

Documents can be sent to your address and by mail. Within the territory of Moscow, the document can also be obtained through DHL Express and Pony Express.

During 3 business days after the date of adoption of the decision on reorganization, it is necessary to notify the registration authority in writing about the beginning of the reorganization procedure with the decision on reorganization attached.

If more than two companies are involved in the reorganization, then a decision on the reorganization of each of them is attached to the notification. The notification in this case is sent by the legal entity that made the decision last, or by the person specified in the decision on reorganization.

Based on the notification, the registration authority within 3 business days contributes to Unified State Register of Legal Entities that the legal entity(ies) is in the process of reorganization.

Applicants when entering information about the beginning of the reorganization can be:

the head of the permanent executive body of the reorganized legal entity or another person who has the right to act on behalf of this legal entity without a power of attorney. In case of reorganization of two or more legal entities - the head of the permanent executive body of the legal entity that was the last to make a decision on reorganization or determined by a decision on reorganization, or another person who has the right to act on behalf of these legal entities without a power of attorney;
other person acting on the basis of the authority provided for by federal law, or by an act of a specially authorized person government agency or an act of the local government.

Attention! The notice of reorganization is published in the State Registration Bulletin. It specifies information about each participant in the reorganization, its form, provides the procedure and conditions for the submission of creditors of their claims, as well as other information provided by law.

Formation of a package of documents

Packages of documents are distinguished depending on the form of reorganization.

In other forms of reorganization:

such as: transform, highlight, split, merge.

Package of documents

Application for state registration of a legal entity established through reorganization
Constituent documents. Submitted in two original copies in case of presentation in person or by mail, in one - when sent to in electronic format
Merger agreement. Represented in one original copy
Deed of transfer (in case of separation and separation)
receipt of payment of state duty in the amount of 4000 rubles. You can generate a receipt for the payment of state duty using the service "Payment of state duty"
A document confirming the submission of information to the territorial body of the Pension Fund

Attention! A document confirming the submission of information to the bodies of the Pension Fund is not required. The tax authority will request the necessary information from the territorial body of the Pension Fund independently.

The list of information submitted to the territorial body of the Pension Fund is determined by sub. 1–8 p. 2 art. 6 and paragraph 2 of Art. 11 of the Federal Law of April 1, 1996 No. 27-FZ “On Individual (Personalized) Accounting in the System of Compulsory Pension Insurance”; as well as part 4 of Art. 9 of the Federal Law of April 30, 2008 No. 56-FZ “On additional insurance premiums for the funded part of the labor pension and state support formation of pension savings”.

in the form of a merger, is one of the heads of permanent executive bodies of legal entities terminating their activities as a result of reorganization, or other persons entitled to act on behalf of these legal entities without a power of attorney.

Applicant during the state registration of a legal entity created by reorganization in the form of a selection, is the head of the permanent executive body of the reorganized legal entity or another person who has the right to act on behalf of the legal entity without a power of attorney.

Applicant during the state registration of a legal entity created by reorganization in the form of transformation or division, is the head of the permanent executive body of a legal entity terminating its activities as a result of reorganization, or another person who has the right to act on behalf of this legal entity without a power of attorney.

When making an entry on the termination of activities affiliated legal entity, the applicant may be the head of the permanent executive body of the registered legal entity or another person who has the right to act on behalf of this legal entity without a power of attorney.

Upon state registration of a legal entity, created by reorganization, when an entry is made on the termination of the activities of the affiliated legal entity, the applicant may be another person acting on the basis of the authority provided for by federal law, or an act of a specially authorized state body, or an act of a local self-government body.

When drawing up a separation balance sheet and a transfer act it should be noted that these documents must necessarily contain provisions on the succession of all obligations of the reorganized company in relation to all its creditors and debtors. Including for obligations that are disputed by the parties (Article 59 of the Civil Code).

Attention! From 01/01/2019 when submitting documents for state registration in the form electronic documents, including through the MFC and a notary, you do not need to pay a state fee!

With the advent of 2019, 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 2019

The reorganization is carried out strictly in accordance with the Civil Code of the Russian Federation (Civil Code of the Russian Federation) part one.

Reorganization in the form of accession concerns the registration of legal entities, as well as entrepreneurs of an individual type.

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

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

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 enterprise, due to well-coordinated work and lack of influence tax office for 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 2019

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 2019 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 - accession.

Step two - after determining the form, an agreement should be concluded between all the owners of the enterprises that are being merged.
The contract 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.
Step Five - Assemble the Package required documents.
Their list includes documents of 2 categories: from the founders and from the company.
The first category is also divided into two sub-categories: founder - individual and legal.
The list itself is provided in the form of a table below.

Documents from the founders		Documents from society
Individual	Entity	Has one representative
Photocopy of passports and TIN code.	Copies constituent documents organizations	Copies of documents of the constituent company
For founders foreign countries it is obligatory to have a photocopy of the passport with a translation into the state language, and an apostille	Copies of documents proving any recent changes in the enterprise (if any)	Notifications and certificates from the PF, FSS and MHIF funds
	Passport, TIN code of the head, as well as a document confirming his authority	Copies of documents showing any recent changes (if any)
	If the person is a foreigner, then it is additionally required to have an extract from the commercial register, with a translation and an apostille	A copy of the passport, TIN code of the head of the constituent company, and a document confirming his authority
		Petrostat notification statistics

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 a 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.

Nuances of the procedure in 2019, which you should pay 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-Commercial Organizations" No.-7, as of 12.01.1996.

Violations occurring during the reorganization process

This process has a rather difficult 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 failure to notify a certain circle of shareholders within the period allotted by the state - 30 days. Also, due to the large number of obligations of shareholders and managers, their proper 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.

In order to prevent such violations, it is enough to familiarize yourself with the rules of the procedure before applying for reorganization.

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.

In contact with

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.

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.

When rebuilding non-profit partnerships and associations with more than two legal entities will also be required to notify the competition authority.

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

When the reorganization is performed, therefore, it will be necessary to notify all creditors and publish 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.

Step-by-step instruction

When reorganizing legal entities, the following steps are performed:

Choice of enterprises to join.
The general meeting of 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 merged 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:

The merging company transfers the accounting information to the system of the new company.
Re-registration of branches, divisions, settlement accounts, etc.
Refurbishment of real estate.
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.
Staff transfer.
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.

However, in this situation, it is worth considering the consent of employees to the transfer, so all of them must be notified in advance about the reorganization of the enterprise.

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.

The reorganization of a legal entity involves the termination of the company's activities with subsequent succession, except in cases of separation, when the activities of the legal entity are not terminated. The reorganization of a legal entity differs from liquidation in that in the future economic rights and obligations continue to exist, property complexes, property are preserved either in an enlarged or in a reduced volume.

Voluntarily. The decision on reorganization is made either by the founders of the legal entity, or by the body of the legal entity, which is authorized to do so by the constituent documentation.

Forced. The decision on reorganization is made by the court or authorized state bodies.

There are several types of reorganization of legal entities:

Merger of legal entities. 2 or more legal entities merge into a new organization, because of which their existence is legally terminated. All liabilities and assets of these organizations will be transferred to a new legal entity according to the deed of transfer.
Accession. The affiliated legal entity (or several) completely terminates its activities, with the transfer of obligations and assets of the existing company. The status will not be changed, the reorganization presupposes an agreement to assume the obligations of the company that joins - it presupposes the introduction of appropriate amendments to the charter.
Separation. The existing organization ceases its activities - instead of it, new legal entities separated from its composition will operate. At the same time, the obligations and assets of the former company will be transferred to the new organizations in accordance with the separation act.
Selection. The organization does not stop its activities, but the necessary number of companies is created, to which a part of the assets and obligations of the company undergoing reorganization is transferred.
Transformation. The organizational and legal form of a legal entity is changing, while all its obligations and rights are preserved.

Reorganize or not?

Reorganization in practice is carried out in the struggle for leadership, when the owners successful company plan to achieve more, and reorganization is underway to gain leadership and increase profitability.

In fact, such a decision turns out to be quite risky; one can usually talk about the economic unjustification of such a risk. After all, the reorganization involves a number of significant financial, production and market risks. Therefore, sufficient profit must be obtained from the reorganization to pay off the associated costs and risks.

In the case of the reorganization of inefficient business organizations, it often becomes more profitable to close the old organization rather than reorganize. Therefore, when reorganizing the first and critical issue becomes “Is it necessary to start it at all and, if so, in what direction to move? What to reorganize?

Admittedly, in order to make this decision to reorganize, it is often recommended to work with a SWOT analysis model to identify strengths and weaknesses. weaknesses organizations. However, this model does not provide sufficient specificity and a real understanding of further decisions. Therefore, you should pay attention to more suitable analysis models - in particular, BCG or General Electric.

BCG suggests that all companies are classified into 4 main categories, depending on the speed of their growth in the market and market share:

outsiders of the market, "dogs" - with a market share and growth rates below the market average, not reorganization, but reduction is needed;
cow companies - with low growth rates, but a large market share. For reorganization in this case, only a division into several organizations that will be viable in the market is suitable;
market leaders - "stars" for which a careful and accurate reorganization can be undertaken;
"difficult children" - organizations with a clear unrealized market potential - a convenient field for reorganization.

The BCG model assumes the following reorganization models:

for "dogs" - subject to reorganization marketing processes with further niche or liquidation, selling or closing the organization;
for "stars" - internal processes are subject to reorganization. Its goal is to increase the efficiency of investments and optimize costs.
for "difficult children" - a comprehensive reorganization to increase the flow of investment, consolidating features that positively affect success in the market, eliminating existing competitive shortcomings.

A fairly simple model that is suitable for enterprises without their own marketing service. However, it is considered insufficiently detailed. In the case of more advanced organizations, especially in retail market, more useful and accurate .

Assumed analysis market prospects organizations, taking into account 2 key parameters - the attractiveness of a particular market and the competitiveness of the proposed products.

Competitiveness is assessed in the GE matrix, taking into account the presence in the organization of buyers who are adherents of the company or its products, qualified employees, the scale and efficiency of the enterprise, the uniqueness of the offer, etc. To assess the attractiveness of the market, it is assumed to take into account the growth rate of the market, the characteristics of competition, etc.

The procedure for reorganization by transformation from a CJSC into an LLC

Step 1. We convene a general meeting of shareholders. According to the law on JSC Art. 20, clause 3, it is necessary to convene a meeting by shareholders, within the framework of which decisions will be made to amend the legal form. Based on the voting results, a document will be drawn up, which may contain the following information:

the name of the LLC created instead of the CJSC;
definition legal address firms after reorganization;
approval of the Charter of the company;
establishing the procedure for exchanging shares for shares in the authorized capital;
fixing the size of the authorized capital of the organization;
election of the sole (general director) or collegial executive body of the LLC;
appointment of a person responsible for carrying out the transformation of the company;
approval and signing of the deed of transfer between CJSC and LLC.

Step 2 We are preparing applications for re-registration of CJSC. To convert a JSC into an LLC, preparation and a notarized application in the form p12001 on the registration of a legal entity, which is formed as a result of the reorganization, is a sample. The document is filled out on behalf of the head of the CJSC in the following way:

Page 1 item 1 - the name of the formed LLC.
P.2 is the legal address of the organization.
P.3 - form of reorganization - "1".
Clause 4 - "1", the amount of the authorized capital of the company in rubles.
Sheet A - information about the CJSC undergoing reorganization (name, TIN, OGRN).
Sheet D - information about the participant of the organization (including full name, place and date of birth, tax number, address of residence, details of residence). Nominal value in rubles, the size of the share of the participant in the authorized capital of the organization. For each future founder of LLC and former shareholder CJSC must fill out a separate sheet.
Sheet G - data on the head of the new LLC (full name, TIN, birth data, position, passport data, place of residence).
Sheet K - an indication of the main and additional codes of activity of LLC according to OKVED.
Sheet O - information about the applicant. P. 1 - "1". Further - the data of the head of the JSC.

The signature of the applicant is confirmed by a notary public, verifying his identity and credentials. For this, the director must provide a personal passport and all documents for the CJSC undergoing reorganization.

certificate of state registration and TIN;
extract from the Unified State Register of Legal Entities, "age" no more than 30 days;
the current version of the Charter;
a document on the appointment of the applicant as the head of the CJSC;
decision to reorganize the company.

These documents will be needed only in the notary's office, it will not be necessary to attach the p12001 application for registration to the submission.

Step 3 We submit documents to the Federal Tax Service. The transformation of a CJSC into an LLC is registered with the tax office at the location of the organization. From the applicant or his representative notarized power of attorney The following documentation is required to be submitted:

application for registration of a legal entity through reorganization (р12001);
two copies of the Charter of the LLC, which was approved by the meeting of shareholders:
decision on reorganization;
deed of transfer from CJSC to LLC;
letter of guarantee on granting a legal address to the company being created;
receipt of payment of the registration fee.

As a standard, the application is considered within 5 working days from the date of receipt of the documentation by the IFTS.

Step 4 We exchange shares. Shareholders of a CJSC by the time of its reorganization must become participants in the new company. For this purpose, the issuer exchanges the securities belonging to them for shares in the authorized capital in accordance with the procedure established by the general meeting shareholders (Article 20 of the JSC Federal Law). The shares will be redeemed upon completion of the exchange.

For CJSCs that do not independently record the holders of their securities, a notification of the registrar of the reorganization will be required on the day the application r12001 is submitted to the IFTS. It is also necessary to publish a message about the transformation of the organization - an essential fact on which the financial and economic activities of the organization depend.

Step 5 We receive documents on the creation of an LLC. Five days later, on the basis of the receipt, which was received when submitting an application to the Federal Tax Service, you will need to pick up the documentation for the new LLC:

registration certificate;
certified articles of association;
certificate of taxpayer registration;
extract from the Unified State Register of Legal Entities.

Reorganized CJSC with this moment will be considered abolished. And the re-registered organization will have to make appropriate changes in activities - including changing the seal (if necessary, since the seal is not a prerequisite for an LLC), transferring employees to a new organization, reissuing bank card, alter internal documents, etc.

Step 6 We notify the Registrar. Within 30 days, the head is required to notify the Central Bank of the Russian Federation of the completion of the CJSC reorganization procedure and the redemption of its shares in accordance with the standards for issuing securities.

The transformation of a CJSC into an LLC at this stage can be considered completed. It should be noted that sometimes there may be differences in the procedure from the considered standard. This is due to the provisions of the constituent documents of the JSC undergoing reorganization and the position of the tax authority.

In the statutes of many joint-stock companies an item on mandatory audit at the time of reorganization is indicated, which is why one more stage is added. The procedure may be complicated by the IFTS if an on-site audit of the organization's activities is appointed over the past three years. It can be appointed, regardless of the date of the previous audit - the right is assigned to the IFTS by the Tax Code.

How to deal with personnel during the reorganization of a legal entity

The reorganization of a legal entity may be accompanied by the need to terminate employment contracts with employees. But at the same time, it must be taken into account that a change in the jurisdiction of a legal entity or its reorganization cannot be regarded as a basis for terminating employment contracts (paragraph 5 of article 75 of the Labor Code of the Russian Federation).

During the reorganization of a legal entity, termination of the employment contract is possible only if the employee himself refuses to continue working in the company, taking into account its reorganization. It is also possible to be dismissed due to a reduction in the organization's staff, but the basic rules should deserve attention:

Part 2 of Article 81 of the Labor Code of the Russian Federation establishes that it is possible to dismiss an employee due to a reduction in the number of staff, provided that it is impossible to transfer the employee with his written consent to another job that the employer has (as vacant job or a position that matches the qualifications of the employee, and a vacant lower-paid or lower position).
According to the Decree of the Plenum Supreme Court of the Russian Federation dated March 17, 2004 No. 2 “On the application by the courts of the Russian Federation Labor Code RF”, the employer is obliged to offer employees all the vacancies that are available in this area and meet the specified requirements. The issue of transferring an employee to another job should be decided taking into account the real ability of the employee to cope with the proposed work, depending on qualifications, education and experience.
The employee must be warned about the planned dismissal personally, against receipt. The notice must be at least 2 months in advance. With the written consent of the employee, the employer has the right to terminate the employment contract before the end of the specified period - with the provision of additional. compensation, which is equal to the employee's average earnings, calculated in proportion to the time that remains before the termination of the term of notice of dismissal.
In accordance with Art. 179 of the Labor Code of the Russian Federation, a list of categories of citizens who will have preemptive right stay at work with a reduction in staff or the number of employees.

You also need to familiarize yourself with the provisions of the Collective Agreement regarding the indication of other groups of employees who will have a preferential right to remain at work with equal qualifications and labor productivity.

What to do with maternity leave during reorganization

You should keep the employee's place of work during parental leave (according to article 256 of the Labor Code of the Russian Federation). But the legislation does not establish a ban on obtaining consent from the employee. The main condition is that reorganization should not act as a basis for termination labor relations. The terms of the employment contract must apply. For clearance personnel documentation the publication of an order in free form is required, according to which additional information will be drawn up. agreement to employment contract- with details of the employer. The reorganization of a legal entity in the form of separation should be indicated in the work book, making an appropriate entry for this purpose in the section "Information about work".

If an employee receives a child care allowance, then you will have to pay it until the unit is reorganized. And from the date of the transition of the employee, this allowance must be paid by the new employer.

How to involve employees in business reorganization

1. Staff should be interested in the strategic goals of the organization. Emphasize specific benefits for each employee. During the reorganization, pay more attention to the goals that unite employees.

2. It is important for employees to feel their involvement in the ongoing changes. Therefore, we need to do something together to get involved in the reorganization process. For example, joint efforts to work on the slogan and logo of the organization.

3. Depict the process of reorganization in pictures. For example, a department of one organization posted 2 color posters - with the previous structure on one of them, indicating the number of employees, the second represented the new number of employees, indicating the same number in the column, a “+” sign and another number.

4. Communicate with employees. One large bank sent an SMS to front office employees on behalf of the chairman of the board, inviting them to read the sent e-mail. It briefly discussed the upcoming changes, with a link to the corporate portal. A video was presented on the portal - the chairman of the board explained in detail the planned changes in the organization, what would be required from employees.

5. Provide healthy competition between employees. Usually, upcoming changes are perceived worst of all by employees who understand their inadequacy for the position. Therefore, it should be reported - the position will be retained for employees who demonstrate results - will stimulate staff.

In order to protect the organization from invalidating the reorganization, it is necessary to fix in the reorganization agreement a special procedure for the organization to make certain transactions or a ban on their completion from the moment the decision on reorganization is made until the end of this process.
Order restrictions should be set. financial resources from the moment of approval of the separation balance sheet and the transfer act.
It will be useful to consolidate responsibilities - with the preparation of an updated transfer act or separation balance sheet by the day the reorganization process is completed.
It is possible to indicate in the decision on the division of the company a condition according to which it will come into force only if the companies participating in the next stage of the reorganization make the decisions necessary for this.
The agreements that are concluded after the general meeting should contain an indication of which organization will be transferred to perform at the end of the reorganization.
From the moment the decision on reorganization is made, renegotiation of lease agreements is required property complexes, there should be a solution to issues that are related to the need to hire employees and obtain licenses for new organization.
Prior to the reorganization, costs should be provided for: organizing and documentation procedures, re-registration of property rights, redemption of shares from shareholders due to a probable withdrawal from the company being reorganized, also to pay off claims from creditors.
The cost of reducing staff with the need to pay severance pay should be foreseen in advance.

Typical mistakes during the reorganization of a legal entity

Wrong form of reorganization selected.
Incorrect assignee.
Incorrect drawing up of the deed of transfer and / or separation balance sheet.
Violation of the deadlines for notifying the tax authority of the company's reorganization process.
Violated the principle of continuity of tax and accounting in the process of reorganization.
Companies often start preparing changes for an upcoming reorganization but don't communicate it to employees. They need to be kept informed to avoid rumors and performance implications.
Replacement of the head during the reorganization. Yes, it is often difficult to avoid such a mistake. After all, new leadership brings change. And the opposite is true - changes lead to a change in top managers. It is possible to minimize the consequences if the manager has the right idea regarding the motivation of the staff, with an understanding of the possible consequences of his decisions.
No one was fired, everyone was offered a position with a lower salary. Employees who are in new structure turn out to be superfluous, they will gradually poison the rest with pessimism, who initially were not afraid of changes. It is better to immediately part with unnecessary employees, but respectfully and without conflicts.

The reorganization of an LLC in the form of a merger means the transfer of all rights and obligations of the merging company (one or more) to the organization to which the merger is carried out. It is an alternative to liquidation, because as a result of this procedure, the acquiring company completely terminates its activities.

Liquidation of an LLC by merger: legal regulation and objectives of the procedure

Affiliation is one of the 5 forms of reorganization of legal entities. The legal aspect of the procedure is controlled both by the Civil Code of the Russian Federation and by other regulations in particular laws:

"On state registration ..." of 08.08.2001 No. 129-FZ;
“On Amendments” dated March 30, 2015 No. 67-FZ;
"On Societies with limited liability» dated 08.02.1998 No. 14-FZ.

The purpose of this type of reorganization is to strengthen the position of the company by attracting new participants, as well as to optimize management and taxation. The most common reasons for such a combination of several legal entities are:

consolidation of LLC assets with subsequent access to more high level development and the possibility of attracting more borrowed funds;
the impossibility of fulfilling the tasks set, which forces a weaker company to become part of a larger one;
impossibility of further implementation commercial activities- in such a case, the merger makes it possible to avoid complete bankruptcy and retain a share of assets.

Thus, this form of reorganization is carried out on a voluntary basis with the consent of all the founders and allows the liquidation of merging companies with the least financial and time costs.

Procedure

For a successful reorganization of an LLC in the form of a merger, it is necessary:

Don't know your rights?

Guarantees of the rights of creditors are regulated by art. 60 of the Civil Code of the Russian Federation. If the right of claim arises before the first notification of the beginning of the reorganization, the creditor may issue a demand for early repayment of obligations.

This stage is necessary if the total assets of the reorganized organizations are more than 7 billion rubles. According to paragraph 3 of Art. 57 of the Civil Code of the Russian Federation, in this case it is required to obtain the official consent of the antimonopoly authority for connection. Deadline for receiving permit document- 30 days.
Reorganization in the form of accession requires an inventory in each organization participating in the procedure. Based on the results of the inventory, a transfer act is drawn up, which regulates the succession of all obligations of the reorganized organization in relation to both creditors and debtors. In addition, this document fixes the procedure for determining succession after the changes made, disputed by one of the parties (clause 1, article 59 of the Civil Code of the Russian Federation).
The final stage of the reorganization is the submission of documents to the tax authorities. When registering a new legal entity formed by merger, on the basis of such documents as a decision on state registration of a new legal entity and a decision on the termination of the activities of the reorganized company, the Federal Tax Service performs the following actions:

enters in the register information on the termination of the activities of the affiliated company and changes in the information contained in the register about the organization to which they have joined;
issues to the applicant a document confirming the fixation of the indicated changes in the Unified State Register of Legal Entities;
notifies the registration authority at the location of the affiliated organization of the termination of the company's activities, attaching copies of:

statements on the termination of the activities of the merging company;
decisions on granting this application;
extracts from the Unified State Register of Legal Entities.

According to paragraph 4 of Art. 57 of the Civil Code of the Russian Federation, the reorganization procedure in the form of merger is considered completed for the main company from the moment of registration in the Unified State Register of Legal Entities of the fact of the termination of the activities of the last of the merged organizations.

Required documents

According to Art. 14 of Law No. 129-FZ, in order to carry out a reorganization in the form of a merger, the following documents must be submitted to the tax authorities:

application in the form P16003;
constituent documents of all organizations participating in the reorganization;
resolution on reorganization in this form on behalf of each company;
accession agreement;
minutes of the general meeting;
a copy of the publication in the media;
document on payment of state duty;
transfer deed.

Possibility of refusal to reorganize by joining

After submitting an application for reorganization and submitting the necessary documents to the tax authorities, the employees of the Federal Tax Service begin a thorough check. Addresses of companies are verified, paper and emails at the indicated coordinates, as well as conversations are held with the management of the companies participating in the reorganization.

The tax authorities do not always satisfy the requests of the founders for new legal entities to join the company. According to Art. 23 of Law No. 129-FZ, the reasons for refusal may be the following:

inconsistency of the submitted documents;
submission of documents to another registration authority;
signing the application by an unauthorized person, etc.

Thus, reorganization in the form of accession allows you to combine several firms into one, and liquidate the rest. The instructions will help you understand the procedure.