home » Acts » Reorganization as a selection. How to carry out a reorganization in the form of spinning off a new legal entity? What is spin-off reorganization

Reorganization as a selection. How to carry out a reorganization in the form of spinning off a new legal entity? What is spin-off reorganization

What are the features of the reorganization by spinning off the company? Which debts are transferred and which remain in the reorganized company?

The essence of reorganization in the form of separation

One form of reorganization is the spin-off of a company from an existing company. At the same time, a part of the assets and obligations of the reorganized company is transferred to the newly created company without termination of the latter's activities (clause 1, article 55 of the Law of 08.02.1998 No. 14-FZ).

Often, reorganization is carried out in order to avoid the liquidation (bankruptcy) of the entire company. However, when reorganizing by spin-off, a number of features must be taken into account.

Tax debts in case of reorganization in the form of a spin-off

The reorganization of a company by spin-off does not entail obligations for the spin-off company to pay taxes, penalties and fines (clause 8, article 50 of the Tax Code of the Russian Federation). This means that the tax debt (insurance fees) remains with the "old" (reorganized) company and does not pass to the newly created legal entity, with the exception of a single situation (Letter of the Federal Tax Service of the Russian Federation dated June 27, 2012 No. BS-4-11 / 10561).

Important!

If the "old" company cannot fulfill the obligation to pay taxes, penalties and fines in full, then the court may oblige to pay off the tax debt jointly (clause 8, article 50 of the Tax Code of the Russian Federation). Evidence of the impossibility of the reorganized company to pay off tax debts must be presented in court. As evidenced by arbitration practice, this is quite difficult to do (Resolution of the Arbitration Court of the Volga-Vyatka District dated March 12, 2015 No. A28-3813 / 2014).

But in such situations there are tax risks recognition of the receipt of unjustified tax benefits by a newly created legal entity.

According to the judges, a manifestation of bad faith is the creation (separation) legal entity solely to reduce the tax burden without the purpose of maintaining the actual entrepreneurial activity. This is especially true for the use of special regimes for the sake of obtaining tax benefits.

When transferring vehicles from the "old" (reorganized) company to a newly created company, the reorganized company is considered to be the payer of transport tax until such time as vehicles will not be registered with the traffic police for new company.

In terms of who should pay, the issue remains controversial to this day.

Land tax must be paid by companies that own land plots on the basis of the right of ownership, the right of permanent (unlimited) use or the right of lifetime inheritable possession (clause 1 of article 388 of the Tax Code of the Russian Federation). Ownership of a land plot must be registered in the Unified State Register of Rights to Real Estate (Clause 1, Article 131 of the Civil Code of the Russian Federation).

When deciding who is the payer of land tax during the reorganization, a number of arbitration courts focuses on the date of making an entry in the Unified State Register of Rights to Real Estate (EGRP). Thus, according to some courts, a reorganized company is a payer of land tax until an entry is made in the USRR for a new owner (Resolutions of the Arbitration Court of the North Caucasus District of August 19, 2015 No. F08-5811 / 2015, of August 13, 2015 No. F08-5192 / 2015).

For other courts, the starting point is to make an entry in the Unified State Register of Legal Entities. Ownership of land plots, as well as the obligation to pay land tax in relation to transferred land plots arise for a new (singled-out) person at the time of his registration in the Unified State Register of Legal Entities (Decision of the Arbitration Court of the Tula Region of March 28, 2016 No. A68-10370 / 2015, Decree of the Arbitration Court of the Volga-Vyatka District of February 20, 2016 No. F01-5522 / 2015).

Fictitious (deliberate) bankruptcy

As noted above, the reorganization of the company through spin-off is often started to get rid of "bad" debts.

Accumulating debts to counterparties, having losses in reporting, the company decides to transfer the business to a new company. At the same time, a loss-making company, with huge debts to creditors, illiquid (“bad”) assets, will go bankrupt in the future.

And the newly created company, where the assets were transferred, does not have accounts payable on its balance sheet.

The reorganized company is obliged to notify the creditors of the commencement of the reorganization procedure by publishing a notice in the Vestnik state registration”(paragraph 2, clause 1, article 60 of the Civil Code of the Russian Federation, clause 5, article 51 of Law No. 14-FZ).

Important!

The main signs indicating the deliberate (fictitious) bankruptcy of the reorganized company is the transfer of assets of the newly separated company, as a result of which the reorganized company is unable to satisfy the creditor's claims (Resolution of the Fifth Arbitration Court of Appeal dated April 27, 2016 No. A59-5465 / 2014).

TaxCoach experts talk about a unique tool - reorganization in the form of a selection.

Its "salt" lies in the peculiarities of succession.

First, by general rule, the separated legal entity is not the legal successor of the reorganized one for tax obligations.

Secondly, there is no universal succession of civil claims, that is, the transfer of all rights and all obligations from the old company to the new one does not occur. The decision on what to transfer and what to leave is made by the participants of the reorganized legal entity.

Both features allow the use of "allocation" to isolate the assets of a business, by transferring to a new entity. It is important that such separation does not entail tax consequences for either the transferring or receiving party.

In addition, the selection allows you to separate the core and auxiliary areas of business for different legal entities. This protects independent business lines from each other's risks in the future.

As a result of the reorganization, a new legal entity is created that can apply any taxation system, including the simplified tax system. Thus, it becomes possible to pay income tax at a reduced rate.

We believe it will not surprise anyone that the presence of such nice bonuses arouses close interest of regulatory authorities in isolation procedures.

VAT recovery and reasonable economic purpose

In general, no one argues with this norm, there are no complaints about the reorganization itself. Questions arise about the transfer of property to special. mode. The tax authorities see such actions as a scheme aimed at obtaining unjustified tax benefits in the form of unreasonably received VAT deductions. The main claims of the tax authorities pursuing the separation are the restoration of VAT. They arise, as a rule, in the case of "withdrawal" of real estate from the reorganized company after the provision of deductions for it production costs for the construction and subsequent transfer of such real estate to an assignee applying the USN. Recall tax code in paragraph 8 of Art. 162.1, sub. 2 p. 3 art. 170 directly indicates that there is no need to restore VAT in such a situation.

The essence of the claims is that the former owner received the deduction, but did not use the object in VAT activities, which means that he will not pay tax on the sale. As a result, the budget is at a loss. It is not surprising that taxpayers are taxed additionally.

The result of challenging the decision of the IFTS in the above situation largely depends on the presence of a reasonable economic (business) goal in the actions of the taxpayer. If there is none, there is a high probability that the inspectorate will win the dispute.

Judicial practice gives the following, to put it mildly, “dry” commentary on the business purpose of the reorganization: “the purpose of the reorganization is to optimize the business activities of a legal entity.” It is obvious that this thesis requires deciphering. Consider an example from judicial practice.

Given: the company is building a shopping and entertainment center, while declaring VAT deductions. Upon completion of construction, the company announces a reorganization in the form of separation of two legal entities. The successors, among other things, transfer ownership of the constructed mall. At the same time, one of the successors in 2 months goes to the simplified tax system. The shopping and entertainment center building is further leased to third parties without VAT.

Conclusion of the tax authority: coordination of actions for the consistent reorganization of legal entities in order to evade the obligation to restore VAT in connection with the transition to the simplified tax system.

The taxpayer refuted the conclusion, pointing out that the reorganization was aimed at dividing activities into areas: rent and operation and maintenance of networks. It is important that the division was necessary, first of all, in view of the fact that activities in the energy market are subject to regulation, and the harmonization of energy transmission tariffs requires separate accounting of costs for the specified type of activity in the company, which, if there were accounting for operations related to the construction of a shopping and entertainment center, was practically impossible.

It is noteworthy that this argument was accepted by the courts of three instances, in connection with which the taxpayer managed to avoid additional charges in the amount of about 24 million rubles, as well as the payment of a fine.

Reorganization errors

Given: two companies LLC "Keeper of Assets" on the OSN and LLC "Operating Company" on the USN. The first owns property - a restaurant. The second one rents this property and uses it for its intended purpose. It is important that the premises themselves were acquired quite recently and in the tax period preceding the events described below, a VAT refund was received from the budget. If the declared business purpose subtle, then the claims of the tax authorities may be supported in court. Let's illustrate again with an example.

Business owners came up with a simple plan: to transfer assets to the simplified tax system, avoiding the restoration of VAT. To do this, the owner decided to reorganize in the form of a spin-off.

(1) Separation of Promezhutok LLC with the transfer of real estate to it. Recall that the decision on the allocation was made in the next quarter after the confirmation of the VAT deduction and receipt of reimbursement from the budget;

(2) After registration, Promezhutok LLC applies DOS, but from January 1 next year switches to USN. At the same time, the same application is submitted by the original company - "Keeper", which got rid of valuable property;

(3) A few months later, the procedure for merging LLC Promezhutok with the Operating Company (restaurant) begins.

The tax authority did not like such actions. In his opinion, Promezhutok LLC should have restored VAT. And since the accession was completed by the time the demand was made, the Operating Company was hit.

Consider the taxpayer's mistakes that led to the described result:

First, the reorganization was announced immediately after receiving the VAT deduction. However, the owner of the property independent activity did not conduct, which means that he did not pay VAT on sales to the budget. Conclusion - the property was purchased to receive a deduction. Obviously, the tax authority simply could not allow such a thing.

Secondly, during the allocation, the balance of the distribution of rights and obligations with the assignee was not observed. In this case, according to the separation balance sheet, the new Company received a restaurant complex, but no obligations were transferred to it.

Third, the business purpose of the reorganization. In this case, the taxpayer tried to prove that all the actions taken by him were aimed solely at reducing the costs of the operating company to pay rent. In support of the stated business goal, they even provided an audit report.

However, against the background of the interdependence of the reorganized entities and other mistakes of the taxpayer, such a goal did not suit the courts.

Fourth, despite the fact that the case is related to the reorganization, the claims of the tax authority are based on the next step - the transition to the simplified tax system.

The courts have explicitly stated that the reorganization itself does not necessitate the restoration of VAT. However, the purpose of the allocation in this case is to evade the obligation to restore VAT in connection with the subsequent transition of the taxpayer to special. mode. In other words, the taxpayer previously carried out a reorganization in order to withdraw property and create a formal opportunity not to restore the tax accepted for deduction.

The implications of the case are clear. To avoid adverse tax consequences:

it is impossible to reorganize with the transfer of fixed assets immediately after receiving deductions. Wait a significant amount of time. A few years after the acquisition of the property, the tax authority will have no reason to refer to the lack of intention to conduct VAT-taxable activities;
a reorganization cannot be carried out without a clear business purpose. You should not take the allocation as a way to recover VAT and not pay it on future activities. Reorganization primarily serves as a business optimization tool;
it is not possible to transfer a reorganized company to simplified system taxation. Despite the fact that she no longer owns the property, the tax authority will ask to restore VAT;
need to plan ahead. Do not provoke the tax authority with the subsequent transition of the new company to the simplified tax system. Dedicated legal entity person must apply special mode since its inception.

An analysis of the current judicial practice allows us to derive a number of additional rules. Of course, the decision to follow them or not is an independent choice, but we recommend listening.

Do not make sudden movements after the end of the selection

The result of the reorganization in the form of a spin-off must be self-sufficient and final. If this is one of preparatory stages” to something, then the business purpose of the allocation cannot be substantiated.

For example, the sale of property by the successor to the simplified tax system immediately after the reorganization will raise a fair question that the sole purpose of the allocation was to pay tax when selling at reduced rates. There was no intention to conduct independent activities.

The tax authorities and the court will come to a similar conclusion in the event of a repeated reorganization after the purchase of the next object and the acceptance of VAT for deduction. That is, it is impossible to carry out the selection regularly.

The successor must conduct independent activities

At the same time, the transfer of property for rent from the allocated (new) organization to the company from which it was allocated will not help. Other counterparties are important cash flows and availability of employees. Accordingly, if the company has one tenant and one employee, and the rent is not paid regularly, prove that the whole thing - real business will not work.

Economic efficiency of reorganization

The position of the taxpayer will be strengthened by the achievement economic effect from the reorganization. For example, increasing profitability after the separation of an independent business area. And, on the contrary, a clear deterioration in the “economy” will not play in favor of the taxpayer:

after the transfer of fixed assets to the assignee, the taxpayer leases them. At the same time, the amount of the rent is many times higher than the depreciation deductions;
all costs of maintaining the property are still borne by the taxpayer as a tenant;
cash in the form of overpriced rent transferred to the lessor is then re-transferred to the taxpayer (tenant) or other related companies in the form of loans.

In the present case, the court held that the sole purpose of the allocation was to overstate the former owner's expenses in the form of rental payments. At the same time, the actual business processes did not change, the company continued to use “its” property.

Joint and several liability of the "new" company

The general rule establishes that the separated legal entity is not liable for the obligations (including tax) of the predecessor company. However, under certain conditions, joint and several liability arises between the new and old organizations.

In terms of tax liabilities, these are: the inability to pay taxes and the focus of the reorganization on tax evasion. In terms of civil liability: the deed of transfer does not allow to determine the successor to the obligation, or the assets and liabilities are distributed unfairly.

It is important that in order to attract a person as a joint and several debtor, it is necessary to go to court, which means that the tax authority or another creditor must prove the existence of the indicated conditions.

Tax liabilities

The inability to pay taxes is proved quite simply. In the course of measures to collect tax debts from the main debtor, the inspection reveals "0" on the current account. After that, it makes a decision on the collection of debt at the expense of property, which is sent to the bailiffs - executors. The latter, in turn, establish the fact that the debtor has no property, in connection with which the enforcement proceedings are terminated.

The next task is to prove that the reorganization was aimed at tax evasion. To do this, the inspectorate, in particular, may refer to the facts of the taxpayer performing actions aimed at concealing Money, due to which it was possible to repay the debt to the budget. For example, if a taxpayer, in the presence of a card index in a bank account, asks customers to pay directly to his counterparties, or during the reorganization, all liquid assets were transferred to the successor.

It is important that the successor can only be involved in paying tax debts for the three years preceding the spin-off. Three years after the end of the allocation, you can sleep peacefully.

Claims of other creditors

Bringing a spin-off company to joint and several liability in civil cases depends on the presence of one of the two above-mentioned conditions. At the same time, in practice, the solution of the problem has a lot of features. Here are some findings from jurisprudence:

(1) With regard to unfair distribution

to determine the fairness of the distribution of assets, the courts appoint an examination, during which an assessment should be made not only of the formal division of assets and liabilities, based on the data of the balance sheet and the deed of transfer. These documents are not enough. Experts must evaluate financial condition legal persons participating in the reorganization, including on the basis of balance sheets, accounting registers, contracts with counterparties and other documents;
the court examines what kind of assets were transferred during the reorganization. It is important that the presence of a formal opportunity to satisfy the requirements of creditors does not exempt from bringing to joint and several liability. In other words, transfer all really valuable assets to the new company and leave them in the reorganized legal entity. face illiquid ballast - will not work. Or rather, it is possible to do so, of course, but it will not help to save the asset;
if the reorganized legal the person continues to operate, fulfills (at least partially) his obligations to creditors, and the deed of transfer distributed assets and liabilities in good faith and fairly, the court refuses to satisfy the requirements for bringing the successor to joint and several liability.

It is important to approach this feature reasonably, that is, the fulfillment of the obligation must be adequate. Obviously, the transfer of 100 rubles to the creditor once a month will not change the picture.

(2) With the impossibility of determining the successor under the deed of transfer, in general, everything is clear: if the obligation does not appear in the deed, both are responsible. However, there are nuances in this part.

Firstly, the preparation of the transfer act must be approached scrupulously. So, for example, it is desirable to name the counterparties and make a reference to specific obligations, including specifying the details of the contracts and the balance for the period the act was drawn up.

In practice, generalizations are often encountered, for example: "... what is not indicated in the act remains with the reorganized legal entity ...". In general, such an indication is permissible, if only because, in accordance with part 1 of Art. 59 of the Civil Code of the Russian Federation, the transfer act should establish the procedure for determining succession in the event of the emergence, change or termination of obligations of the legal entity being reorganized, which may occur after the date of approval of the transfer act.

Secondly, situations concerning obligations that arose after the reorganization stand apart. In this case, it is necessary to analyze the essence of the relationship between the debtor and the creditor.

So, the fulfillment of obligations that arose after the reorganization, but arising from relations that developed before it began, can be assigned to a spin-off (new) company in the event of an unfair distribution of assets and liabilities. An example of such a situation is the recovery of a penalty under a loan agreement.

On the other hand, after the end of the separation procedure and signing of the deed of transfer, the reorganized company continues its activities, during which it independently makes decisions and enters into new relationships with third parties. Accordingly, the spin-off company cannot be a legal successor for obligations arising after the reorganization.

In conclusion, we will give the main advice - do not abuse it. It concerns both the application of the tool in general and the use of it. individual features. Reorganization in the form of separation was not invented to optimize taxes, and even more so it is not a way to "forgive everyone who owes." First of all, it is an opportunity to optimize business, solve entrepreneurial problems.

Let's repeat typical mistakes reorganizations that will allow the tax authority or other creditor to doubt the sincerity of intentions:

the reorganized companies have no clear business purpose, they lease all the property “back”;
the property is transferred immediately after receiving the VAT deduction;
the reorganized company switches to a special tax regime after spin-off;
new company is set up general mode and switches to special later;
the assignee on the simplified tax system sells the property immediately after the reorganization;
a sharp increase in the expenses of the old company for renting property from its own successor;
other facts, based on which there is no transparent economic logic, except for the desire to reduce taxes.

The reorganization of an LLC in the form of a spin-off is a set of measures aimed at the formation of one or more organizations on the basis of succession, but unlike other types of reorganization, the liquidation of the company does not occur (it continues to exist). The need to implement such a task may appear when creating common company, business expansion or takeover of another LLC with financial problems. What reorganization options are there? What are the features of performing this procedure in the form of selection? What are the milestones for 2018? Let's consider these points in more detail.

Types and features of reorganization

In the legislation of the Russian Federation, there are six forms of reorganization of an LLC:

merger. In this case, a new legal entity is formed, which assumes the rights and obligations of the companies participating in the procedure. After the completion of the process, the "smaller" participants cease to exist, and information about them is removed from the Unified State Register of Legal Entities. This form of reorganization is suitable for the liquidation of the company.
transformation. The peculiarity of the reorganization is that the LLC changes its organizational and legal form. After completion of all procedures, it becomes a CJSC, that is, a closed joint stock company.
Selection. The main difference is the preservation of the company, which acts as a donor. This liquidation option is suitable for cases where there are several owners in the company, and the existence of disagreements does not allow them to conduct a joint business.
Separation- reorganization, after which several individual companies are formed, endowed with their own rights and obligations. As soon as the process is completed, the donor ceases to exist, and information about him is excluded from the Unified State Register of Legal Entities.
Accession. In this case, a group of legal entities are combined into one company. The option is used in the process of absorption by a large company of smaller LLCs, as well as in the case of a group of enterprises merging into one holding company. All obligations and rights are transferred to the operating company.
Combined method. With such a reorganization, various methods are combined - separation, separation, merger and accession.

General algorithm of actions

The reorganization of the company, regardless of the chosen method, takes place in several stages:

Decision-making.
Informing the registration authority about the start of the process.
Entering a mark on the launch of the reorganization of the company in the Unified State Register of Legal Entities.
Print ads in the media. At this stage, information about the participants in the process, terms, as well as data on the procedure for submitting claims should be indicated.
Informing creditors by each of the participants in the process.
Transfer of securities for the reorganization of the company.
Receipt finished documents, which should confirm the completion of the reorganization.

It was noted above that the separation implies the creation of one or a group of LLCs with the subsequent transfer of the rights and obligations of the company (the one that is subject to reorganization) to it. This form of transformation is often used to liquidate an LLC.

Reorganization by spin-off can be done for the following reasons:

The founders of the company cannot find mutual language and see the future development differently.
There was a need for the financial recovery of LLC by separating unprofitable forms of activity.

Step-by-step instruction

Reorganization in the allocation process takes place in several stages:

Holding general meeting and making an appropriate decision. This step is the most important in the matter of reorganization by spin-off. Here it is required to gather the founders of the society and raise the issue of its reorganization. Depending on the number of participants, a meeting can be attended by one or more people. The result of the meeting is the drawing up of minutes (decisions). In the process of discussing the situation, the following issues are considered - the conditions for the allocation of a new company, the procedure for implementing this task, the number of participants in the new LLC, and so on. You can start the procedure only if there are votes.
Inventory. The next step is to assess the value of the property that is at the disposal of the company. This procedure is mandatory in the extraction process.
Creation of a separation balance sheet - accounting paper, thanks to which a division is made between the reorganized and the spin-off company. Special attention is paid to rights, finances and assets.
Making an application. As soon as the procedures discussed above are completed, you can proceed to the execution of the application and its transfer to the Federal Tax Service and registration structures. This is required to inform authorized bodies about the upcoming change. According to the legislation, the document is required to be certified by a notary, and then sent to the authorized body. Three days are given to provide a response. Key Points in the statement are the first and fourth. In the first one, it is required to indicate the number of persons participating in the procedure. If the subsidiary has not yet been formed, one person must be indicated. Item number four indicates the final number of companies that will appear after the reorganization. It depends on how many divisions will be made.
Informing creditors. After registration of the reorganization in the Unified State Register of Legal Entities, creditors must be notified. This will take up to five days. In order to have evidence of data transmission on hand, it is recommended that notification be made using registered letter(subject to notification). In this case, a mandatory condition is an inventory of the transferred documents.
As soon as the information is entered into the register, it is required to report the changes made to the State Registration Bulletin. The work is done twice a month. The announcement itself must be published within 2 months.
Approval of the articles of association for each newly formed company. At the same stage, governing bodies are appointed.
State registration of newly formed LLCs. Here, amendments are also made to the statutory papers.
Informing about the reorganization of off-budget funds.

At the final stage, it remains to receive statistical codes, print and open a current account. The extraction process takes a period of 2 to 3 months. From the moment of state registration of the separated legal entities, the procedure is considered completed.

It is worth considering that the reorganization of a company through a spin-off can be complicated by a number of problems associated with litigation.

The latter may arise from the division of debt or property between creditors. In some cases, there is a forced allocation through the court after the filing of a claim by the antimonopoly authority.

What documents are required?

To carry out the reorganization by type of allocation, it is necessary to prepare the following package of papers:

Application (issued in the form P12001). It should contain information about the LLC, which will appear after the completion of the procedure, the number of founders who will work in new organization, as well as the number of participants participating in the procedure.
Protocol (decision) on the allocation of a new LLC.
A legal act of a newly formed company that appeared after the completion of the transformation.
Decision to appoint a new body responsible for the charter.
Separation balance sheet of the new branch.
Receipt confirming the payment of state duty.
Newsletter pages proving the fact that the company informed about decision(enough copies).
Postal receipt confirming that messages have been sent to creditors.
A message from the Pension Fund of the Russian Federation that the organization has no debt. Under the law, this certificate is not necessary, but in practice its presence can significantly speed up the process.

As soon as all the papers are collected, the owner of the LLC transfers them to the registering structure. Further government agency 5 days are given to process the received information and transfer two packages of documents. One is for the newly registered company, and the other is for the main LLC. The exact date when the processing will be completed is noted in the receipt (issued to the owner at the time of transfer of documents). If the manager cannot pick up the papers on his own, he has the right to get a job trustee or request shipment to the company's address. In the first case, a notarized power of attorney is required.

The subtleties of real estate transition

In order for the new company to secure the rights to existing real estate, it is required to collect and transfer the following papers:

Protocol (decision) on reorganization.
Dividing balance sheet of LLC.
The act of acceptance and transfer, which is drawn up in relation to the property transferred to the new company.
Papers securing the company's rights to real estate.
The main documents of the newly formed division. To carry out the reorganization, it is necessary to apply to the authorized body with a data package, as well as a receipt for payment of the state duty.

When reorganizing an LLC through a spin-off, you should pay attention to the tax consequences. So, if the primary company, after the completion of the process, cannot fulfill its obligations to the Federal Tax Service, you can run into trouble. In the event that the inspectors, and subsequently the court, confirm that the reorganization was carried out for tax evasion, the spun-off companies will have to pay off their own funds.

Among the five forms of reorganization permitted by law, the separation is distinguished by a unique feature - in the process of transformation, not a single company is liquidated. This method can be safely compared with the birth of a living being: the "parent" organization separates part of its property, on the basis of which a new legal entity (one or several) arises.

The separation is called civil legislation (Article 57 of the Civil Code of the Russian Federation) among the ways of reorganizing a legal entity. The method closest to it is separation.

Only one organization can enter the selection procedure, but the output is at least two. From one to an unlimited number of companies can stand out.

At the same time, the fundamental difference from division is that the “parent” company does not cease to exist as a result of spin-off. It is considered reorganized from the moment of state registration of the emergence of new companies, but does not lose its main legal attributes (name, PSRN, TIN, statistics codes, permits and licenses, contractual relations with counterparties).

The normative regulation of the reorganization procedure has not been unified to date, in other words, the norms are found in several different (including specialized) legal acts. Yes, except Civil Code, when entering into the reorganization procedure of any form, one should be guided by: the Law on JSC (208-FZ), the Law on LLC (14-FZ), the Law on State Registration of Legal Entities and Individual Entrepreneurs (129-FZ), the Law on Protection of Competition (135-FZ).

The main difference between spin-off and division is that in this case the “parent” company continues to exist.

Possible reasons for reorganization by allocation method

Separation, as well as separation, can serve to achieve the following economic and managerial goals:

separation of certain areas of the organization's activities (simplification of economic relations, document flow, management hierarchy, etc.);
demonopolization of the market (sometimes the reorganization-division is initiated by authorized state bodies, for example, the Federal Antimonopoly Service);
settlement of the conflict of interests of the owners (by separation, some of the founders can realize their own intentions that are different from the rest).

Separation, as an alternative method of transformation to separation, involves a much larger amount of work, significant financial costs and a complete "zeroing" of the company's main attributes. After all, each of the newly created legal entities begins its activities “from scratch” - receives a TIN, statistics codes, licenses, etc., accepting only property and obligations as “inheritance”.

When choosing between methods of reorganization, one should not forget about the accumulated business reputation. If it is positive and there is a desire to keep it, highlighting is more suitable. When, on the contrary, the goal is to get rid of a negative image, it is better to choose separation.

One of the reasons for the separation of the company is internal managerial disagreements.

Steps in the extraction procedure

The reorganization of the company, regardless of the chosen method, includes many stages. Each of them is designed to ensure the observance of the interests of any of the group of persons interacting with the companies participating in the process - founders, employees, counterparties, government agencies, etc.

The composition and sequence of stages of reorganization-allocation are as follows:

Legal fixation of the will of business owners - holding a meeting of a body authorized by the statutory documents with the preparation of a protocol.
Notification of the desire to transform the tax service and other interested government agencies.
Publication of a notice on the reorganization, its form, data on participants and conditions for filing claims in a special publication.
Individual notification of each acting counterparty.
Alert employees who change employer as a result of the event.
Requesting permissions from authorized state bodies - if necessary.
Conducting inventory and registration of transfer documentation.
Holding a council of participants in newly formed (spun off) organizations, electing executive bodies, approving statutory documentation.
Preparation of a package of documents for state registration, payment of state duty, notarization of the applicant's signature on the application.
Direct state registration.

The reorganization procedure is quite lengthy and even somewhat unpredictable in terms of timing. Depending on whether additional approvals are needed, whether claims are made by creditors, its duration can vary from two months to a year.

To successfully go through the separation procedure, you need to stock up not only with patience, but also with a good corporate lawyer

Meeting of the owners of the company being divided

The start of the separation procedure is given by the adoption of an appropriate decision by the owners of the organization being divided. The competent authority in resolving this issue is determined depending on organizational form the company entering the procedure, the number of its participants. So the solution could be:

sole (if the owner is one) or collegiate;
in an LLC, such issues are referred to the competence of the board of participants, in JSC - to the board of shareholders.

The minutes of the meeting must contain:

information about the date, place of the meeting, composition of its participants;
information about the agenda of the meeting with the obligatory indication of the issue of reorganization in the form of separation;
a description of the course of the meeting, indicating the persons who raised the issue and information on the distribution of votes of the participants;
information about the final decision (selected form of reorganization, basic conditions, procedure, responsible officials, etc.).

The minutes of the meeting (or the decision of the sole proprietor) are submitted as part of the package of documents for state registration of the company's transformation.

Regardless of the chosen form of reorganization, the minutes of the meeting are drawn up according to the rules of business minutes of the meeting

Notification of state bodies about the entry into the transformation procedure

An obligatory stage of any kind of reorganization is sending a notice of intent to transform into the tax office and insurance funds (PFR and FSS).

After receiving notification of entry into the reorganization procedure tax inspector enters information about this in the Unified State Register of Legal Entities. During the period of reorganization, the IFTS has the right to conduct a tax audit of the reorganized company. The insurance funds will conduct final mutual settlements with the reorganized company.

The notification of the Federal Tax Service is drawn up in a special form - C-09-4, approved by order of this service. The deadline for sending a notice is five days from the date of the decision to reorganize.

The Federal Tax Service has developed a special and mandatory form for reporting reorganization (the chosen method of reorganization does not matter from the point of view of the form)

Publication of allocation data and individual notification of creditors

Any transformation of a company entails a change in the size of assets, which can quite naturally affect the ability to fulfill its financial obligations. That is why the law provided for a reliable mechanism for protecting creditors - it is spelled out in Art. 60 GK.

Each creditor who learns about the reorganization of his debtor has the right to file a demand for early performance of the obligation or for the termination of the agreement that established it, with applicable all relevant penalties. Banks especially often use this right, so a number of conditions for such a case often contain loan agreements.

The publication of the announcement of the spin-off is the first stage in the observance of the interests of creditors. It is assumed that it is from the publication that they learn about the form, timing and order of transformation. The announcement is submitted to a specialized publication - "Bulletin of state registration of legal entities" - twice, with an interval of a month.

Two publications on the reorganization should be released one month apart

The moment of publication of the last announcement determines the beginning of a very important period - creditors can submit their claims within 30 days. After the expiration of this period, the claims are considered not declared and all obligations of the reorganized company remain in effect on the same terms, and some of them pass by succession to a new legal entity.

Although the legislation does not directly provide for individual notification of creditors, the requirement for this may be contained in the terms of contracts concluded with them. Therefore, in order to avoid the application of penalties in the future, before entering into the reorganization (spin-off) procedure, you should carefully study the terms of all existing agreements, or better, personally notify each counterparty.

The message to the counterparty about the upcoming transformation should contain the following information:

a message about the chosen form of reorganization (in this case, spin-off);
general data on the companies formed as a result of the spin-off, in particular on the one to which the obligation to a particular creditor will be transferred by way of succession;
the procedure and terms for filing the creditor's claim, if any.

Regardless of the form of reorganization, the notification of creditors consists of the same elements

Entering into the reorganization procedure, the founders should be prepared not only for the planned outflow of capital. After all, if creditors declare their claims, a large amount of obligations may need to be fulfilled unexpectedly and ahead of schedule.

Team Warning

A change of employer for a certain part of the team of employees (and this is exactly what will happen as a result of the spin-off) means a change in the essential conditions for each of the workers moving into the newly created firm. In accordance with labor law, the employee must be notified of such changes one month in advance. At the same time, he has the right to either agree to continue working in the new conditions, or refuse.

Dismiss an employee own initiative in connection with the reorganization, the employer does not have the right (Article 75 of the Labor Code of the Russian Federation).

If an employee refuses to work in a newly created company, he must be dismissed after the expiration of the warning period (that is, after a month) under Art. 77 of the Labor Code of the Russian Federation.

Employees should be notified of the reorganization in advance (no later than 1 month before the date of state registration)

Getting approvals

The reorganization of some companies, regardless of the form they choose, is impossible without the consent of the authorized state services. Eg:

if, as a result of the transformation, a company with a capital of more than 6 million rubles is formed, the approval of the antimonopoly service is required;
if reorganized financial institution, can not do without the permission of the Bank of Russia;
if the reorganization is subject to state-financed organization, a government decision is required.

Formation of transfer documentation

The only basis for the transfer of rights and obligations in the framework of the reorganization-allocation is a deed of transfer - a document containing a list of transferable assets and liabilities. However, compiling it "on the fly" will not work. Before this, it is necessary to conduct an inventory and draw up a separating balance sheet.

The separation balance sheet must contain information on the shares in accordance with which the property of the "parent" company is divided

Inventory is an annual event, the purpose of which is to reconcile the documentary and actual availability of property and liabilities.

The form of the transfer deed is not currently regulated by law. Therefore, in practice, there are two options for the design of the document in question:

An important condition for drawing up a “problem-free” transfer document is the definition in it of the procedure and conditions for determining the assignee for those obligations that are not reflected in it (either due to inattention, or due to the fact that they arose later than the act was drawn up).

The transfer document must be approved by the body of the reorganized legal entity that made the decision on the transformation.

Holding meetings of owners of newly created legal entities

Before registering a new company, it is necessary to approve its constituent documents (charter) and elect executive bodies. It is for these purposes that the meeting of founders is held, because the charter of the newly formed legal entity - binding document as part of the package for registering the reorganization-allocation.

Submission of documents and state registration of separation of the organization

The list of documents for state registration of the reorganization is headed by the application special form. Since no firms are liquidated during the spin-off, but only new ones arise, the application is submitted in the form P12001. It should be noted that the applicant under the document must be an official who has the right to submit again without a power of attorney company to be created(usually a director). His signature on the application is notarized.

Photo Gallery: Statement P120001

Page 1 contains columns for the name (full and abbreviated) of the newly created enterprise Page 2 contains columns to indicate legal address, forms of reorganization, the size of the authorized capital Page 3 - information about the legal entity being reorganized Page 4 is for these founders-legal entities Page 5 - information about the founders - individuals Oh Page 6 - continuation of page 5 Page 7 is for species declaration economic activity planned for implementation by the newly created legal entity Page 8 - general information about the identity of the applicant Page 9 - continuation of page 8 Page 10 - applicant's signature, notary certification

The presence of the director is obligatory only at the notary office, any representative of the company can submit documents to the tax office by proxy.

The package of documentation for state registration (except for the application) is as follows:

decision on reorganization (minutes);
transfer document;
constituent documentation, certificate of state registration of the reorganized company;
constituent documentation of new legal entities;
evidence of publication of the spin-off announcement and notification of counterparties;
permissions for allocation from authorized state bodies (if necessary);
receipts or payment orders confirming the payment of the state duty (4,000 rubles for each newly formed legal entity).

State registration of the allocation is carried out within five working days. After this period, in the division of the Federal Tax Service, you can pick up documents for a new legal entity, no title documents (for example, certificates) are issued for the old (subjected to transformation).

When selected, the final financial statements is not compiled, but an introductory one is drawn up - for a newly created organization.

Allocation is one of the options for reorganization-division, somewhat easier in comparison with division. A feature of the allocation is the absence of liquidation of organizations, as an obligatory element of all other methods of transformation of legal entities permitted by law. The rest of the separation takes place according to all the rules of the reorganization procedure.

The reorganization of an LLC in the form of a spin-off implies a kind of spin-off from an LLC that is a donor, an independent company. It is registered as a legal entity, and the company from which this company has separated continues to operate on the same legal basis.

Features of reorganization by allocation

At present spin-off has become the most demanded form of reorganization in Russian business circles. The fact is that its use is a consequence of very common circumstances.

The following main reasons for such a reorganization are noted:

The parent company has a large debt. In this case, when a new enterprise is created, along with a part of property and other rights, debts are also transferred in full or in part. As a result, the parent company continues to work quietly and make a profit.
Emergence in the process of company growth of highly specialized workshops or branches. The separation of these units as separate legal entities contributes to their further development, speeds up business transactions and simplifies accounting. In this case, cooperation between legal entities becomes more profitable than the cooperation of branches within the same legal entity.
Expansion of the company, leading to the complexity of management and making it difficult for its further growth.
The emergence of sharp disagreements between the owners.

Reorganization by separation, as opposed to other methods (with the exception of separation), is carried out not only according to the wishes of the LLC owners, but also according to a decision made by the tax service, the antimonopoly committee or the judicial authority. All such decisions are made solely on the basis of existing legislation.

And also the fundamental difference of this method of reorganization is that only legal entities belonging to the same organizational and legal form as the parent company can be created during spin-off.

Video: Highlight Reorganization Features

Step-by-step reorganization by allocation method

Reorganization by creating a new legal entity while maintaining the old one, like all other methods of reorganization, is regulated by Art. 51 FZ-14 "On companies with limited liability"dated February 18, 1998, as well as art. 58 of the Civil Code of the Russian Federation.

Previously, the provisions for the implementation of individual stages of the reorganization were not detailed. As a result recent changes in law No. 14-FZ, which entered into force on September 1, 2017, reorganization issues are spelled out more carefully.

The essence of the introduced amendments:

proposals for reorganization are introduced by both the founders and other authorized bodies;
default responsible persons companies decisions of other authorized bodies on the need for reorganization are allowed to be considered in court;
the legal document for the transfer of powers is only the deed of transfer, and the submission of the separation balance sheet is not mandatory;
non-compliance of the charter and other documents with the provisions of the law is the basis for invalidating the reorganization;
creditors have the right to demand early payment of debts.

The amendments regarding the separation process consist in a clear wording of the succession, presented in paragraph 4 of Art. 58 of the Civil Code of the Russian Federation.

When one or more legal entities are separated from a legal entity, the rights and obligations of the reorganized legal entity are transferred to each of them in accordance with the deed of transfer.

In the process of reorganization by allocation, the following steps can be specified:

Preliminary stage.
Performing an inventory.
Registration of the deed of transfer.
Bringing questions to the general meeting.
Notifying tax authorities and creditors of the commencement of the reorganization process.
Placement of the publication about the reorganization.
Transfer to the IFTS of a package of documents on the reorganization.
Checking documents and obtaining registration certificates.
The final stage.

Only scrupulous observance of the sequence of actions during the reorganization guarantees its successful completion.

preliminary stage

It consists in developing a decision on the method of reorganization at the level of the executive body and the board of directors of the enterprise. Comprehensive consultations are held with lawyers and, if necessary, with the tax service and the antimonopoly committee. At meetings and consultations, the best ways to implement the procedure are determined and persons responsible for preparing the general meeting are appointed. At the preliminary stage, draft decisions are drawn up.

General Extraordinary Meeting

The general meeting is organized by the executive body of the company, as well as at the request of the board of directors, audit commission or at the request of a group of founders, constituting at least 1/10 of the number of participants (clause 2, article 35 of Law No. 14-FZ of February 8, 1998).

The announcement of the planned collegiate meetings is drawn up in free form. Here are the following points:

the name of the body convening the meeting, or the names of the initiating participants;
the time and place of the meeting;
list of proposed issues.

In the notice of convocation extraordinary meeting it should be indicated that the issue of reorganizing the company by separating

This message is required writing sent to all participants of the enterprise and interested companies. The list of addressees is agreed in advance. At the same time, it is desirable that the addressee confirms the fact of receipt of the notice. Otherwise, an absent participant may manipulate the situation and jeopardize the legitimacy of the meeting. And it is also necessary that the notice of the planned event be made no later than 30 days before the fixed date of its convocation (clause 1, article 36 of the Federal Law No. 14).

The registration of participants must be taken very carefully, since all issues are resolved exclusively by collegial and open voting. To approve the resolution on the reorganization by spin-off, you need to have all 100% of the votes. For decisions on adjusting the size of the authorized capital, amending the charter, distributing shares, and in other similar cases, it is sufficient for at least two-thirds of the company's participants to vote.

The following items are on the agenda:

Reorganization of the company by spin-off.
The formation of a new society by separating from the present.
The procedure for the reorganization.
Distribution of authorized capital.
The choice of the director of the created enterprise.
Approval of the charter of the new company.
Approval of the commission for inventory and for the development of a transfer act.

All decisions are made in the form of protocols. According to the provisions of paragraph 3 of Art. 67.1 of the Civil Code of the Russian Federation, the list of persons present at the meeting and the adopted minutes are certified by a notary. However, in new edition The Civil Code of the Russian Federation states that under certain circumstances it is possible to do without notarization of the protocol. For example, if the composition of the participants and the text of the protocol are signed by all participants or there are technical possibilities to establish the absolute reliability of the approval of decisions, then notarization of the authenticity of documents is not required. And it will also be legal to certify the decisions of the meeting without notarization, if such a provision is included in the charter of the LLC or adopted unanimously at the general meeting.

Copies of the minutes within a ten-day period after the date of its approval are sent to all participants of the company.

Inventory and registration of the transfer act

An inventory check is a prerequisite for reorganization. Its rules are regulated Guidelines(Order of the Ministry of Finance of the Russian Federation No. 49 dated 06/13/1995).

It is desirable to coincide with the time of the inventory to coincide with the last reporting period before the date of notification of the tax authorities about the beginning of the reorganization. Based on the inventory, lists of property and lists of financial obligations are compiled. They are primary accounting documents, on the basis of which a transfer act is drawn up.

Currently, the legislation only requires the submission of a deed of transfer confirming the succession. Presentation of the separation balance sheet is now optional. However, in practice, the preparation of a deed of transfer is always preceded by painstaking work on the design of a separation balance sheet. There is also no standard form for the separation balance sheet, but as an intermediate document it is very convenient.

The separating balance sheet is a convenient tool for presenting the state of assets and liabilities of an enterprise

The execution of the deed of transfer in the law is not regulated. Each enterprise has the right to approve its form of act. At the same time, the content of the deed of transfer is clearly regulated by Art. 59 of the Civil Code of the Russian Federation. According to these legislative documents it should contain information about the assets and liabilities remaining in the parent organization and passing to the newly created company or companies.

The deed of transfer shall contain information on the assets and liabilities remaining in the reorganized company and passing to the spin-off company

Modern edition of Art. 59 of the Civil Code of the Russian Federation reveals the legal aspects of the deed of transfer.

The act of transfer must contain provisions on the succession of all obligations of the reorganized legal entity in relation to all its creditors and debtors, including obligations disputed by the parties, as well as the procedure for determining the succession in connection with a change in the type, composition, value of property, the emergence, change, termination of the rights and obligations of the reorganized legal entity that may occur after the date on which the act of transfer is drawn up.

Depending on the number of newly created enterprises, the number of columns in the transfer act is drawn up. The principle of drawing up a deed of transfer is the same as in the accounting report of the annual balance sheet. The property of enterprises (each separately and all together) is divided into assets and liabilities, the amounts of which must completely match.

Notification of the tax office and creditors about the start of the reorganization process and press release

About the beginning of the reorganization, a notification is sent to the tax inspectorate on the form P12003 approved by the Federal Tax Service (order No. ММВ-7–6/25@ dated 01/25/2012).

Form P12003 is allowed to issue:

handwritten in black ink or black ink in capital letters only;
printed in Courier New font 18 pixels.

In case of reorganization, the allocation method is filled in:

Title page. The reason for the reorganization is indicated in it as an allocation, therefore, in paragraph 2, the number “4” is affixed.
On title page form P12003 in the paragraph "Reason" the number "4" is affixed
Sheet "A". Here you will find information about the company to be reorganized. When allocated, an entry is made only in paragraph 1, where the PSRN and TIN numbers are recorded, as well as the name of the enterprise and its organizational and legal form.
On the first page of sheet "A" of form P12003, data on the legal entity being reorganized are provided
The first page of sheet "B" - information about the applicant is submitted, which, in case of separation, is also a reorganized company. In paragraph 1 of this page, the details of the company are entered, in paragraph 2 - the position of the person filling out the document (director, other employee, authorized person). Paragraph 3 in the case of reorganization in the form of separation is not filled out, and paragraph 4 indicates the data of the person filling out the document:
The second page of sheet "B", which, in fact, is a continuation of the first page. Here are indicated:
Page 3 is completed in the presence of a notary. It is signed by the applicant and one of three ways to obtain documents:

The notification must be submitted no later than three days after the approval of the decision on the reorganization. Together with him, a protocol of the decision to start the reorganization procedure is sent.

In the same manner, notifications are sent to the Pension Fund and the FSS.

Notification of the commencement of the reorganization process must be sent to creditors no later than five days after the decision is made.

After receiving the notification and accompanying documents, the regional tax inspectorate makes an entry in the Unified State Register of Legal Entities about the beginning of the reorganization procedure and informs the applicant of the entry. Having received notice of this entry, the company from which the enterprise is separated is obliged to publish a notice of reorganization in the State Registration Bulletin. This publication must be repeated in a month.

Within five days after the decision of the general meeting, you must inform your creditors about this.

The composition of the documents for the reorganized and newly created enterprises for their transfer to the Federal Tax Service

The law provides for a three-month period from the date of publication of the publication on the reorganization in the Bulletin for the presentation of claims of creditors and the elimination of disagreements. After this time, the company can send documents to the tax office, which are drawn up in the form of two packages:

Documentation for the registration of a newly created enterprise.
Documents for the enterprise being reorganized as a result of separation.

The portfolio of documentation for registration of a legal entity that has arisen as a result of spin-off includes the following documents:

application in the form P12001;
charter in two copies;
decision on reorganization in the form of separation (extract from the minutes of the meeting);
decision on approval of the executive body of the new LLC and approval of the charter;
a copy of the payment order confirming the payment of the state fee;
a letter of guarantee confirming the address of the new company;
deed of transfer;
copies of two publications in the State Registration Bulletin;
copies of receipts for sending notices to creditors;
certificate from the Pension Fund of the Russian Federation on the absence of debt.

An application for state registration of a legal entity created through reorganization is filled out on form P12001 (Appendix No. 1 to the order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@).

Filling out the form in case of selection has its own characteristics:

Page 1 contains information about the enterprise created as a result of the spin-off. In paragraph 3, the number "4" is affixed - selection.
On page 2, in paragraph 4, the number of participants in the company being created is indicated.
Sheet "B" contains information about the participant of the company, which is a legal entity. A separate page is filled out for each such participant.
If there are individuals among the participants, then the page of sheet “G” is filled out for each.
Sheet "E" indicates the share of the authorized capital of each member of the company.
Sheet "G" contains information about an individual who has the right to act without a power of attorney on behalf of the company. If there are several such persons, then a separate page is filled out for each.
Sheet "K" indicates the codes of economic activity.
The final sheet "O" is filled in in the presence of a notary. This is where the applicant's signature is recorded.

The decision to carry out the reorganization by spin-off is drawn up in an arbitrary form in the form of an extract from the minutes of the general meeting or as a decision of the sole participant.

The decision to reorganize by spin-off in case of voting by several participants is taken only unanimously.

For clearance letter of guarantee there is no single stencil. The letter is drawn up in any form, but on letterhead. In this letter, you must specify the details of the landlord, as well as the address of the premises and its area.

The letter of guarantee must contain detailed information about the lessor and a mandatory indication of his ownership

A company reorganized as a result of separation of an enterprise from it submits the following set of documents:

an application in the form P13001 for a decrease in the authorized capital;
an application in form P14001 for a reduction in the nominal value of the participants' shares;
document confirming the payment of the state fee;
amended charter;
decision or protocol on amendments to the articles of association.

Form P14001 is a very cumbersome document. It includes over fifty pages. However, in the case of distribution of a share between the participants of the company, only the following are filled in this form:

First (title) page.
Sheets "D", "C" and "D", containing data on the participants in the company. "D" is filled in for individuals. "B" - for resident legal entities. "G" - for foreign legal entities.
Sheet "З", in which information is filled in on the transfer of the share to the company and its distribution among the remaining participants.
Sheet "P", which contains information about the applicant.

Both packages of documents are sent to the tax office at the same time.

The final stage

This stage begins with the transfer of documents to the tax office and ends with the transfer to the applicants of a package of documents confirming the changes made. For processing received documents tax office five days is allotted by law.

After processing the submitted documents, the IFTS makes appropriate changes to the single register legal entities (USRLE). Then she hands over to the representatives of the reorganized LLC and the newly created company all registration documents. If after a five-day period the documents were not requested, then they are automatically sent by mail to the specified legal addresses.

The following documents are issued to the company reorganized as a result of separation:

record sheet of the Unified State Register of Legal Entities;
the charter of the LLC (one copy) with the mark of the Federal Tax Service.

The society created as a result of the spin-off is given the following package of documents:

OGRN certificate (main state registration number);
TIN certificate;
record sheet of the Unified State Register of Legal Entities;
charter with a mark and seal of the tax office.

Positive and negative aspects of the reorganization through the allocation

The main advantage of carrying out a reorganization in the form of a spin-off is, of course, the solution to the problems that gave rise to the idea of such a reorganization. Among them:

optimization of arisen debts;
the emergence of new areas of activity that require specialization;
expansion of activities, leading to cumbersomeness and difficulties in managing an expanded enterprise;
disputes between owners.

However, the extraction process also entails certain risks. The main risk arises from the fact that, by carrying out the reorganization, the company thereby attracts the close attention of both tax authorities and creditors. The latter may, relying on the provisions of Art. 60 of the Civil Code of the Russian Federation, to demand early payment of debts. At the same time, creditors, in order to return their money, have the right to be held jointly and severally liable:

reorganized (parent) enterprise;
newly created company;
responsible executors of reorganization.

In the event of a delay in repayment of loans, not only the reorganized and emerging enterprises, but also the founders of these organizations will be found guilty.

After the reorganization, creditors may also demand the repayment of debt obligations in court. The reason for such treatment may arise if the size net assets of the reorganized company will be less than the amount of the authorized capital. Then the creditors may claim that the reorganization was deliberately aimed at harming their financial interests. And in this case, not only the reorganized company, but also the newly created enterprise can be held liable.

Such actions of creditors, both at the stage of reorganization and after it, will certainly attract the attention of the tax authorities. And although it is not mandatory to conduct tax audits during a spin-off reorganization, claims by creditors will provide a legitimate reason for conducting audits. Therefore, careful analysis is required good points and the risks that may arise from the reorganization by spin-off.

Video: How to choose the right selection reorganization option

Reorganization in the form of separation requires a complex and lengthy procedure involving experts in the field of economics, finance, accounting and law. A thorough and professional approach is required to all stages of this process: from preparing an extraordinary general meeting to making changes to founding documents reorganized company and registration of a new enterprise.