When choosing a way to close a company, many questions arise that are not always easy to find answers. Without help professional lawyer difficult to manage. When you try to shut down the activity yourself legal entity not without errors, but this case heavy fines and penalties are involved. When discussing options for closing companies, liquidation of firms through reorganization deserves special attention - the pros and cons of this method.

When choosing a suitable scheme for completing the activities of an organization, first of all, one should be guided by its condition: the presence or absence of debts. The degree of "transparency" of relations with the tax office also plays a big role in choosing a method of liquidation. Reorganization has become quite widespread due to the possibility of closing the company even with a small debt. But its main drawback is the transfer of rights and obligations to the so-called successors, other companies. In this regard, the process should take place under the supervision of experienced professionals who will take into account all the nuances of such a procedure.

What are the forms of reorganization?

In a situation where there is a need to close a company, it is necessary to choose the most appropriate method. can be conditionally divided into two types - compulsory (by a court decision) and voluntary (by a decision of the founders). They are applied depending on the circumstances of the company. The reorganization of the company is an additional (or alternative) way to liquidate the organization. It may take one of the five forms listed in Article 57 Civil Code(hereinafter referred to as the Code). These include:

• merge,
• accession,
• separation,
• selection,
• transformation.

Each type has its own characteristics and is used under certain circumstances. In some cases, the simultaneous use of several types is permissible (Article 57 of the Code). The most common are the first two. When a company is reorganized through a merger, the liquidation and, accordingly, the termination of the economic activity of all firms that take part in the merger take place. The established organization becomes the legal successor.

The reorganization of a company by merger is the merger of one company with another. As a result, the latter becomes the assignee. The first is being liquidated and ceases to operate. These methods allow you to carry out the closing procedure in the maximum short time and in a simplified way.

Pros and cons of reorganization

The liquidation and reorganization of a company are one and the same process - the closure of a legal entity. However, there is a certain difference between them. Liquidation involves the full repayment of outstanding obligations. When reorganized, they pass to the successor, who will have to execute them. The choice of one or another method of closing the company is influenced by specific conditions, for example, the presence of debt to the state or creditors.

Reorganization, like other methods of closing a firm, has its strengths and weak sides. Compared to ordinary liquidation:

• takes much less time - an average of three or four months,
• its process is less laborious,
• it is possible to carry out the procedure even if there is a small debt both to the state (tax authorities) and to counterparties,
• when carried out in accordance with established requirements is recognized as absolutely legal and excludes any claims from government agencies.

There are many positive aspects of liquidation by reorganization, but there is also a negative point. The main disadvantage is the presence of a successor. This fact means that the obligations of the reorganized company are not "cancelled", but are transferred to another person. In such a situation, autumn is important for an experienced lawyer to handle the process. If the reorganization is carried out incorrectly, claims may arise against the former owners, which will lead to significant fines and penalties.

To visualize the positive and negative aspects of voluntary (ordinary) liquidation and reorganization, we summarize the important aspects of the two forms:

Features of the reorganization

To solve the problem with existing debts to creditors and the budget, as well as existing obligations, the choice of reorganization, the preferred form of which will be a merger or acquisition, will be the most optimal. It will allow for a short time to achieve the termination of the company. Of course, the debts will not disappear, they will simply pass to the successor, who, in turn, will have to pay them off, as well as fulfill the obligations assumed. In the process of reorganization, it becomes necessary to notify the tax (IFTS), insurance (FSS) and pension fund (PFR). The deadline is three days from the date of the decision to merge or join.

Be sure to inform creditors about the upcoming event. If these requirements are violated, the procedure may be invalidated. To complete the process, a package of documents is submitted to the tax office, which inform about the closure of the company due to reorganization. After deregistration and making an appropriate entry in the Unified State Register of Legal Entities, the organization is considered officially closed.

Liquidation of a company by reorganization is characterized by notification procedure. Tax audits and other obstacles will not interfere with this procedure. This is due to the fact that the obligations of the reorganized company remain, as well as debts. For this reason, there is no need for regulatory authorities to prevent this form of liquidation. In most cases, this method is considered as the fastest and most convenient.

The method of determining the successor depends on the form of reorganization. Basic information is contained in Article 50 of the Tax Code. It specifies the procedure for making commitments. The successor is obliged to pay the debt, regardless of whether he knew about it or not before the reorganization. This fact is recorded in the second paragraph of this article.

Subsidiary liability - what threatens ignorance of the law?

The responsibility of business owners is an important point in determining the company's debts to creditors and the budget during liquidation. Court practice, as well as approaches to tax administration, are not static indicators. There are changes and improvements that do not always have a positive effect on taxpayers. The idea is firmly rooted in the mass consciousness that the owners of societies with limited liability risk only their share in the authorized capital. In reality, things are not quite like that.

Many businessmen consciously or unconsciously ignore such a thing as "subsidiary liability". Some do not know anything about him, others - once heard, but were not interested in the details. So what is its essence? The responsibility of the founder or CEO, as well as influencing decision-making individual, which involves the reimbursement of the company's debt to creditors and the budget with personal property and money, and not just the amount authorized capital, is called subsidiary. Thus, the founder risks not only the funds of the enterprise, but also his own savings.

The operation of a company is a complex process, from proper organization which depends on the longevity and efficiency of the business. No matter how well the work is done, under certain circumstances, a situation arises in which it is necessary to close the company. The liquidation process is not much simpler than registration. To complete the activity, it is highly advisable to contact professionals, in law firms. They will help to go through the process of closing the organization with the least losses. At the same time, it will not be superfluous to understand all the pros and cons in the liquidation of firms through reorganization for the businessmen themselves.

Video - “Federal Law 99-FZ. Reorganization"

A common option for the liquidation of a company can be called reorganization by merger. This event often serves as the basis for business consolidation, bringing together several small subsidiaries.

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Event features

Along with the change of management or address of an enterprise through the sale of a business, merger is a type of alternative liquidation. This method is considered more credible in connection with the exclusion of former firms from the state register, losing sight of the existence of a legal successor with the transfer of all obligations of the merging firms. That is the liability risk new organization increases in proportion to the presence of risks in other enterprises.

What is this?

The essence of the procedure is a set of actions to terminate the activities of the affiliated enterprise (one or more) with the transfer of succession to the main company - successor, which continues to operate. At the same time, the firms that join completely complete their independent work undergoing liquidation and removal from the register. The difference from a similar merger procedure is that during the merger process, all participating organizations stop working and a completely new successor enterprise is registered.

Note: it is worth remembering that in the process of joining the taxpayer is not required to independently carry out actions to notify the tax authorities.

If it turns out that the IFTS employees do not have the necessary information about the termination of the existence of the organization as a result of the reorganization, all that is required from the company is to submit a copy of the certificate of the completed procedure with a cover letter from former leader firm that he is no longer listed as an official, and the organization has completed its activities as a result of the merger. Based on these documents, the content of information about the organization in the register will be corrected by making the necessary entries by tax officials.

Appropriateness of the procedure

Which firms should use the affiliation method? First of all, these are companies that are thinking about liquidation due to the presence of large amounts of debts for various obligations, including tax ones. In addition, these are firms in which there are significant gaps in accounting and it is cheaper to get rid of the business in this way than to restore accounting, undergo possible audits, and communicate with tax and other authorities.

If the company's management decided to complete the financial economic activity enterprises, before the start of activities, consider all possible ways of liquidation: official, alternative, voluntary, through bankruptcy.

Learn the pros and cons of all procedures and only then proceed directly to the implementation.

The main disadvantage of any “gray” scheme is that the liquidated company continues to be the object of an offense and accumulate penalties even in the event of liquidation. Consequently, all former participants/owners can at any time be brought to administrative, criminal and tax liability for violations that occurred during the period of operation.

Undoubted advantages this method are:

• firstly, lower financial costs compared to other methods of reorganization (the amount of the fee is not four thousand rubles, but one and a half);
• secondly, there is no need to obtain certificates of the presence / absence of debts to social funds - PFR and FSS, which significantly saves time in the harsh conditions of modern business;
• thirdly, the legal subtleties of the procedure are such that the affiliated organizations cease their activities with an entry in the unified register;
• fourthly, with almost 90% probability, this is the absence of tax audits, especially if the participants are not large taxpayers or shortfalls. After accession, all responsibilities for the accrual / payment of budgetary and extra-budgetary payments are transferred to the successor without any difficulty.

Liquidation by accession in stages

In this form of liquidation of an LLC, several main stages of the procedure can be distinguished, namely those related to:

• preparation of initial documentation;
• providing documentation to registration structures;
• notices to creditors and interested parties;
• publication of information in a printed publication;
• obtaining permission from the antimonopoly authorities;
• conducting inventory activities;
• drawing up an act of transfer;
• preparation of final documentation;
• registration of changed data in government agencies.

Package of documents

Before proceeding with the preparation of the initial forms of documents, each of the merging companies should organize the holding of general meetings of founders / participants for the purpose of considering and approving decisions on reorganization and signing the corresponding agreement.

This agreement should regulate the main stages of the process:

• terms;
• the value of the authorized capital of the successor company;
• distribution financial costs among the companies participating in the accession;
• appointment of the main enterprise as a process manager, etc.

All decisions of the merger participants must contain a provision on the transfer of authority to the selected main company to inform the IFTS and publicly place notes in the media.

In addition to the above documents, at this stage, you must fill out the forms:

• statement notifying the state. authorities on the forthcoming accession (subject to notarization);
• messages in the form C-09-4 (submitted to the tax office at the legal address);
• additional forms, the list of which must be clarified directly with the registration authorities.

After the decision is approved, all participants in the reorganization should notify their IFTS about the upcoming event within 3 days, providing: decisions, a message in the form C-09-4, and other documentation.

The main participant should also notify its IFTS with the provision of: decisions and statements. Three days later, employees of the tax inspectorates make entries in the register about the fact that the procedure has begun and issue certificates.

Notice, publication

Within a period of up to 5 days after receiving the certificate, all participants are required to begin measures to notify creditors. Notification must be carried out in writing by mail by sending registered letters with postal notification forms and inventory attached. It is mandatory to draw up a document such as.

The register of creditors must include the following:

• list of identified creditors;
• the amount of designated debts;
• grounds for issuing requirements;
• specified order of repayment.

The register is compiled in rubles or in foreign currency (in relation to creditors, settlements for which were carried out in currency units) at the exchange rate of the Central Bank at the time of the start of the liquidation event.

What requirements can be included in the register:

• unliquidated obligations for settlements for goods (works/services);
• borrowed funds received, including accrued interest;
• compensation amounts;
• amounts resulting from illicit enrichment.

To be included in the list, lenders must in due course submit your requirements. If, despite the presentation of claims, the creditor was not included in the register, he has the right to apply for restoration to arbitration.

In addition, everyone interested parties it is worth taking care of the availability of documentation proving debts, such as contracts, acts of work performed, waybills and invoices, and other business correspondence.

Only after the repayment of claims declared in a timely manner, the repayment of undeclared amounts is made.

The next step, often carried out by the main participant, is the publication of notes in a special edition of the State Bulletin. registration". This action is carried out twice with the publication of a repeated message no earlier than a month after the initial one.

Watch the video about the responsibility of business owners in case of liquidation of the enterprise

Permission from the antimonopoly authority

According to the current competition law, for a number of especially large enterprises the consent of the antimonopoly service may be required.

Such enterprises include those whose assets, according to the latest data, exceeded 3 billion rubles.

The terms for making a decision are set individually, usually thirty days from the moment the information is provided.

Inventory and transfer deed

Each of the reorganized enterprises is obliged to conduct an inventory of property and monetary assets and liabilities. The data obtained during the inventory activities are the basis for compiling such an important form as the act of transfer.

Without this act, reorganization cannot be carried out.

The information specified in the document becomes the basis for the subsequent compilation of general balance sheets. In addition, in the future, the new enterprise will put new property on the balance sheet and will be able to draw up.

Registration of changes

At the last stage, in order to successfully register the fact of accession, it is necessary to correctly prepare the final package of documentation, which includes copies of:

1. Decisions (for each enterprise and general).
2. Applications in the form (submitted by all affiliated organizations).
3. Application form (submitted by the main enterprise).
4. Protocol general meeting all members of the reorganization.
5. reorganization agreements.
6. Transfer deed.
7. Copies of the note-publication.
8. Copies of the notice to all interested parties.

After the re-publication in the Vestnik took place, it is necessary to fill in the application forms for the liquidation of the affiliated firms and for making changes to the constituent documentation of the main firm.

The forms listed in paragraphs 2-4 are subject to notarization. Five days after the submission of the final forms, an entry is made in the register, the necessary certificates are issued - the procedure is completed.

Risks

Despite obvious advantages considered method, the coin always has two sides. Similarly, accession, being a kind of alternative liquidation, has negative Negative consequences primarily in the form of huge risks of subsidiary liability.

If the reorganized enterprise at the time of liquidation actions has debts, including those not identified or not recognized, then the former owners are considered responsible for them, regardless of the fact of a change in management.

As a result, it is best for those firms that do not have a “legacy” in the form of debts to creditors to officially complete their activities by joining.

Other affiliation risks include:

• an almost 100% probability that an audit will be ordered by the tax authorities immediately after the start of the reorganization, especially if there are large amounts of tax debts;
• administrative and tax liability in case of joining companies with obligations;
• refusal to recognize the reorganization as legal if no notification of creditors was made or it was revealed that the procedure was not carried out at all for the purpose of carrying out activities.

Liquidation of a company by reorganization in the form of a merger for a CJSC - 95000 rub

Period of execution - from 4 months

Accountant's advice — for free

First of all, you should know and understand that liquidation of your company through takeover is the most profitable option for you. Your company will be reorganized and merged with another company. When the reorganization is complete, all rights and obligations of your company will be transferred to the affiliated company.

Accession (not to be confused with absorption) is one of the five methods of reorganizing an LLC. In fact, affiliation is a chain of events whose task is to implement succession between organizations. At the same time, the organization (possibly several) that joins, completely suspends its activities, and will be liquidated, and the successor organization (main organization) will continue to work with all the rights and obligations that have passed to it. Very often, the merging procedure is carried out with several subsidiaries to "strengthen the business".

We will consider one of the main features of affiliation, namely, that affiliation can allow one organization to take full control of another, with the possibility of its further liquidation, albeit with certain nuances. What exactly are the nuances when joining, and what are the main advantages of liquidating by this method, we will consider later. For now, consider the sequence of the joining procedure.

Stage number 1. Document preparation process

At this stage, it is planned to hold general meetings on accession under the leadership of the founders of the main and affiliated organizations. At these meetings, a decision must be made to carry out the reorganization through the process of accession and the conclusion of an agreement on accession. The agreement must define the main stages of the reorganization, the charter of the emerging company as a result of the reorganization, the party that manages this process, approve the deed of transfer, and others.

In the decisions taken at the general meetings on accession, a decision should be made to give the emerging society all the rights to notify the state authorities about the start of the reorganization process.

An application-notification (which is notarized) about the commencement of the process of accession must also be drawn up. It is obligatory to fill in the form С-09-4.

Stage number 2. Providing documentation to government agencies

Organizations participating in the reorganization must, within three days, starting from the date of signing the agreement on reorganization through merger, notify the IFTS authorities about this process (by entering into the Unified State Register of Legal Entities).

The following list of documents must be submitted to the State Tax Service:

completed form C-09-4;

a document confirming the intention to reorganize;

payment of state duty, etc.

Stage number 3. Notice to credit institutions

Within five days, starting from the day when a certificate confirming the beginning of the reorganization is received, the authorized body of the company is obliged only in writing to notify the creditors cooperating with it about the beginning of the reorganization process.

After the official registration of the record of the Unified State Register of Legal Entities about the beginning of the reorganization process, you need to publish this information in the Bulletin state registration» ( detailed information set out on the website of the publication www.vestnik-gosreg.ru), on behalf of the authorized body of the company.

Moreover, this procedure must be performed twice, with a period of once a month.

Stage number 5. Coordination with the Antimonopoly Committee

The Law "On Protection of Competition" states that it is necessary to obtain consent to the merger procedure from the Antimonopoly Committee if the amount of the company's assets that are being reorganized, according to previous balance sheets, exceeds the amount of three billion rubles. The decision of the committee of the submitted organization must be made no later than thirty days after the submission of documents. In certain cases, the Antimonopoly Committee may extend the period for consideration of documents.

Stage number 6. Drawing up a transfer act based on the results of the inventory

By conducting an inventory of the assets and liabilities of the enterprise, it is possible to confirm the real data on the property, check and certify the completeness of the reflection on the accounts of the accounting and tax accounting obligations and determine their validity. In the course of the reorganization process, an inventory is mandatory. And in the end, a transfer act is formed.

To discuss the inventory process, the persons responsible for the reorganization hold a meeting where changes are made to the relevant documents. The main changes are the increase in the authorized capital of the enterprise and the entry of new participants. Also at the meeting, all participants vote and choose the main governing bodies of the main community.

Based on the results of the meeting, minutes of the meeting are drawn up.

Stage number 7. List of main final documentation

To register the changes that have occurred in the documentation of the enterprise (constituent) acting as the successor, you need to collect a package of documents. The main documents are:

statement on the termination of the existence of the organization (form 16003);

application for state registration of changes in the organization (form 13001);

application form 14001;

a copy of articles from the journal "Bulletin";

a copy of the notification of creditors, and more.

Stage number 8. Completion of the reorganization

An application for the liquidation of a company that will join in the future, and the introduction of appropriate changes in the charters of the successor organization, is submitted to the necessary organization that is engaged in registration, only after the secondary publication of the article in the Vestnik. This process will use the list of those documents prepared for the previous stage. Along with these, forms of documents of forms: No. 14001, No. 13001, and No. 16003 must be certified and notarized.

Information on the suspension of the activities of an LLC is entered into the state register of organizations. This happens after a five day period. Then after that, the body that conducts registration issues all the necessary documentation to this organization. And only from this moment can the reorganization be considered completed.

Above, we have identified a specific procedure, it can be seen from it that by joining, liquidation is a rather complicated procedure. I propose to consider how it actually justifies itself in the context of liquidation.

In what cases will it be necessary to take advantage of the liquidation of the organization by joining?

Before answering, we should determine what the disadvantages and the most important advantage regarding the merger will be.

In the case that we are considering, we can only talk about advantages, of which two main ones can be distinguished. The first advantage is that obtaining certificates confirming the absence of any debt to such structures as: the Social Insurance Fund and the Pension Fund of the Russian Federation is not required for the accession procedure. On the one hand, it may seem that this is not a privilege, but you must admit that we often have to endure a long time to get one of these documents. The second advantage is that the size is somewhat reduced state duty: during the merger procedure, it is necessary to pay about 1.5 thousand rubles, and during the merger procedure - 4 thousand rubles.

Do not forget that any reformation operation, including merger, replacement of the CEO or founder, is not the main method of liquidation and may entail quite serious risks. In this case, we mean subsidiary liability. What is meant? In the event that a company has discovered that it has a certain amount of debt due to the management of the previous founders, then, most likely, it is the current managers who will need to pay them back. Even despite the fact that the successor company will be held liable from the very beginning.

Therefore, only companies without debts can be advised to consider reorganization by takeover as an option for formal and voluntary liquidation, which will make it possible to save a sufficient amount Money and time.

If you simply replace the CEO or chief accountant, then this makes no sense. The tax service will immediately begin an audit and can find out what the company owes to creditors or business partners. If this is found, then change legal address your company will be almost impossible. Therefore, reorganization of the company is the right decision for you. But, unfortunately, not the most reliable way. Creditors or other authorities can sue the company's leaders who were before the reorganization.

As practice shows, the voluntary liquidation of the company is the most correct decision. After the company is declared bankrupt, it will completely stop its work, and all obligations and rights are removed from it. And the leaders of the company, no one will be able to bring to any responsibility.

If you chose liquidation (joining), then you have done right choice. The liquidated company is removed from the tax records at the place of registration of the company. Immediately after that, all rights and obligations of the company are transferred to the new head of the company.

Plastic bag required documents the new owner of the company submits to the state authorities. You will only have to sign an application for the official closing of the company. And in a few months, you will sign the rest of the documents. After all the nuances are resolved, the rights and obligations of your company will be transferred to the new owner. It is possible to liquidate a company by merger only if the company has small debts to creditors and the state. If the debts are very large, then the best option for the company is to go into liquidation by declaring the enterprise bankrupt.

The liquidation of a company by merger may take up to four months.

Last update:  02/09/2020

Reading time: 11 min. | Views: 7330

Hello, dear readers of the business magazine site! We continue a series of publications on the topic of reorganization of legal entities and liquidation of an enterprise. So let's go!

Doing Business - it's not an easy task. It comes with a lot of problems. Situations often arise when transform the company or at all liquidate it. These processes are complex, requiring time and knowledge of their features. Therefore, we will consider them in more detail.

From this article you will learn:

• Reorganization of a legal entity - what is it and what forms of reorganization exist;
• All about company liquidation step-by-step instruction with one or more founders;
• Features and nuances of these procedures.

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

1. Reorganization of a legal entity - definition, forms, features and terms

Reorganization is the process by which change in the form of activity of a legal entity, association of several organizations or on the contrary their separation.

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

The reorganization process is regulated legislative acts: Civil Code, JSC laws, OOO.

However, there are a number of features:

• several forms of reorganization can be combined within one process;
• participation of several companies is possible;
• forms of commercial associations cannot be converted into non-profit and unitary companies.

1.1. 5 forms of reorganization of legal entities

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

1. Transformation

Transformation is a reorganization process in which there is a change in the legal form of the company.

2. Selection

Selection - this is a form of reorganization in which new ones (one or several) are created on the basis of one society. The created companies transfer part of the rights and obligations of the original one. Upon separation, the reorganized company continues its activities.

3. Separation

During the division, instead of the organization, several subsidiaries are formed, which completely take over the rights and obligations of the parent company.

4. Attachment

Upon merger, an organization becomes the legal successor of one or more others whose activities are terminated.

5. Merge

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

Step-by-step instructions on how to reorganize in the form of accession

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

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

The order of reorganization by accession includes several stages:

Stage 1. First of all, it is necessary to decide which companies will be involved in the process. Usually such a decision is made by several interrelated organizations that have different locations.

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

Stage 3. Once the decision to join has been made, it is necessary to notify the authorities involved in state registration of the beginning of this process.

Stage 4. It is important to choose the right place where the state registration of a new company will take place. This will be the location of the organization that other firms join.

Stage 5. An important stage of the accession activities is preparation for the process.

It usually has several stages:

• notification of the tax authorities, followed by making an entry in the Unified State Register of Legal Entities that the reorganization process has begun;
• inventory of the property of the affiliated companies;
• two times with an interval of one month, a message about the reorganization is published in the mass media (Bulletin);
• notice to creditors;
• execution of the deed of transfer;
• payment of state duty.

Stage 6. Transfer of a package of necessary documents to the tax authorities, on the basis of which the IFTS performs the following actions:

• to the register of legal entities information is entered on the termination of the activities of the affiliated companies, as well as on changing the legal entity to which the accession takes place;
• legal entities are issued documents that confirm the entry in the Unified State Register of Legal Entities;
• without fail informs the registration authorities about the changes that have taken place, sends to it copies of the decision and application for registration of the termination of the activities of the merging companies, an extract from the register.

Stage 7 . End of the joining process

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

• application filled in the form Р16003;
• constituent documents of all participants in the process - certificates of tax registration and state registration, an extract from the register of legal entities, charter and others;
• decisions of individual meetings, as well as the decision of the general meeting of the companies joining the merger;
• accession agreement;
• confirmation that the message was published in the media;
• transfer deed.

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

1.2. Features of the reorganization

Despite the fact that the reorganization of companies of different organizational and legal forms differ from each other, it is possible to highlight a number of common points in this process:

1. To carry out the reorganization, it is mandatory to document confirmed decision. It is accepted by the participants, founders of the organization or authorized founding documents to such actions by the authority. In cases provided for by law, such a decision may be taken by state bodies.
2. The reorganization of a legal entity is considered completed when state registration of established organizations. When the procedure is carried out in the form of affiliation, a different principle applies: the end of the process in this case is considered the day when an entry was made in the register that the activities of the merged companies were terminated.

The procedure for the reorganization of enterprises (firms, organizations)

1.3. The procedure for the reorganization of the enterprise - 9 stages

Reorganization is often the best, and sometimes the only possible way for legal entities to solve their problems.

At the same time, the existence of two possible forms of reorganization is fixed in the Civil Code:

• voluntary;
• forced.

Their main difference is that who initiates the reorganization procedure.

The decision on the transformation of a legal entity is made on a voluntary basis by the authorized body of the company. Forced reorganization most often carried out at the initiative of state bodies, for example, courts or the Federal Antimonopoly Service.

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

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

Despite the existing possibility, forced reorganization has not gained wide acceptance. practical application in Russia. The transformation is in most cases voluntary..

Stages of reorganization of a legal entity

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

Stage No. 1 - making a decision to start the reorganization

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

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

If it is planned to convert a limited liability company (LLC), this procedure must be all members agree. A different principle is valid only if it is spelled out in the charter.

Often it is at the first stage that disagreements arise between the participants of the company. Therefore, already when registering a legal entity should carefully consider the terms of the statute. About that, we already wrote in one of our issues.

Stage No. 2 - notification to the tax service about the reorganization

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

Stage No. 3 – notification of creditors about the planned reorganization

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

Stage No. 4 – placement of information about the upcoming reorganization in the Bulletin of the State Registration

According to Article 60 of the Civil Code the reorganized organization is obliged to post information about upcoming changes 2 times with an interval of 1 month.

Stage number 5 - inventory

The law governing the conduct accounting in Russia, it is determined that in the event of the reorganization of a legal society, an inventory of its property must be carried out without fail.

Stage No. 6 - approval of the transfer act or separation balance sheet

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

• an act confirming the inventory in the company;
• information on receivables and accounts payable;
• financial statements.

Stage 7 - holding a joint meeting of all the founders of the companies participating in the reorganization

This meeting is held for the following purposes:

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

Stage No. 8 - sending information about the upcoming reorganization to the Pension Fund of Russia

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

Stage 9 - registration of changes with the tax authorities

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

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

1.4. Terms of reorganization

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

In general, the reorganization may take 2-3 months. The term by which the procedure is required to be completed is set in the decision on reorganization.

In case of forced transformation, if the reorganization is not carried out on time, state bodies may appoint an interim manager in order to complete the procedure.

Stages of liquidation of an enterprise - step by step instructions + necessary documents

2. Liquidation of a legal entity - stages, features + documents

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

There are two types of liquidation: voluntary And forced .

For voluntary liquidation requires the decision of the owners of the company.

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

Moreover, in some cases, carelessness and negligence of employees can lead to the imposition of fines both directly on officials and on the organization as a whole.

The team of RichPro.ru magazine wishes you success in legal and financial affairs. We hope that our material will help you easily go the way of liquidation or reorganization of a legal entity. We are waiting for your assessments, comments and comments on the topic of the publication.

It consists in a merger between two legal entities, one of which will simply cease to exist at the end of the procedure.

It requires accurate notification of all relevant authorities and a large-scale tax audit, however, without the need to settle accounts with creditors - all obligations will simply be transferred to the organization to which the accession is carried out.

The main stages of the procedure

• collect documents on the basis of which the state will be notified;
• notify all those concerned, that is, the state, creditors and the general public, which may have their own claims against the affiliated organization%
• start the reorganization procedure by conducting an inventory, contacting the antimonopoly service and collecting a control package of documents.

After all the points are completed, it should be confirmed that the liquidation of the LLC by joining another organization was successful and receive appropriate confirmation from the state registration authorities. The main thing is that the success of the reorganization should be justified.

Collection of documents

At this stage, meetings of the governing bodies of both organizations should be held, during which a decision should be made on liquidation by merger.

Comparative analysis shows that:

At the same time, it is important to remember that it is impossible to attach a limited liability company to joint-stock company or vice versa - only organizations with the same form can be merged.

When the decision is made, the governing bodies of both organizations must draw up an agreement in which they indicate:

• terms and stages in which it is planned to complete the reorganization, as well as those responsible for its course;
• the rights and obligations of each enterprise to each other;
• shares in which each enterprise is ready to invest financially in the reorganization.

When the agreement is signed, an initial package of documents is prepared, which is needed in order to inform the state about the intentions of the enterprises.

• a notarized statement that a reorganization procedure is being prepared;
• a message in the form C-09-4 to notify the Federal Tax Service;
• an agreement drawn up during the meetings;
• other documents, which may vary by region.

All this is submitted to the tax authority at the location of the main organization (that is, the one to which the accession is carried out) and after three working days the IFTS issues a certificate that the reorganization procedure has begun. At the same time, an entry with the appropriate content is entered in the Unified State Register of Legal Entities.

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Notifications

Once an organization has officially begun, all participating organizations should take the following steps to notify the public:

All this is done so that everyone who has claims to the affiliated organization can present them before it ends its existence.

Launching a reorganization

When both the state and the general public are informed, the accession procedure begins directly.

The step-by-step instruction for liquidation by joining looks like this:

• decision on organization, confirmed by both enterprises separately;
• application for liquidation;
• application for amendments to the state register;
• minutes of the general meeting;
• an agreement signed by the governing bodies at the very beginning;
• deed of transfer;
• copies of publications;
• documents confirming the fact of notification of creditors;
• a receipt for payment of the state duty, the price of which is 1.5 thousand rubles.

The entire reorganization of the firm will not last less than two months - that's how long it takes officially to notify all creditors and all those to whom the organization could owe.

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Under certain circumstances - problems with the tax at one of the enterprises, problems with the antimonopoly service due to big size assets and similar troubles - the procedure can take a long time.

At the same time, it will not affect workers at all - or, at least, should not touch. Only management changes, and if it plans layoffs, then employees need to be informed ahead of time so that they can find another job.

Confirmation of liquidation by joining

In order for the accession to be considered completed, the state must be notified about it, otherwise it will be considered simply illegal and the legal entity will not be able to adequately conduct work.

Publications and acts

In order for the accession to be considered legal, as a result of it, the resulting organization must have:

• confirmation that there were publications in the press about the liquidation of the organization - confirmation is needed that the Bulletin of State Registrations published announcements twice;
• confirmation that all creditors have received notices of liquidation of the enterprise - their signatures are required registered letters containing the required information;
• a deed of transfer, which should contain information about the assets and liabilities of both organizations, the state of their accounting accounts and the legitimacy of their relationship with the tax service.

If there are violations in one of the documents - one creditor was forgotten, only one announcement was made in the Bulletin, there is inaccurate or deliberately incorrect information in the deed of transfer - the reorganization is not considered completed and legal until the errors are corrected.

Free legal advice:

The procedure for conducting an inventory during the liquidation of an organization is discussed in detail in the article.

Arbitrage practice

As shows arbitrage practice, reorganization by merger is most often carried out if the merged enterprise has debts that it cannot pay on its own. After all, in the event of a merger, all its obligations are transferred to the main organization, which allows you to transfer the company when you can’t get rid of it in any other way (as long as there are debts, a sale is impossible - only merger or liquidation due to bankruptcy).

In this case, the reorganization is most likely illegal:

• if it is impossible to determine a clear purpose for the accession;
• if all the documents of enterprises imitate activity rather than actually doing useful work;
• if the affiliated enterprise simply does not have the resources to do business;
• if the affiliated enterprise has only a loss-making asset;
• if the affiliated enterprise does not meet the criteria for independent activity.

And it's definitely illegal:

• if there are errors in acts and publications;
• if the tax service finds violations in payments;
• if, with large assets, the enterprises did not bother to contact the antimonopoly service.

It is very important to follow all the rules - otherwise it will take a long time to prove that the mistakes were not intentional, thoughtful and committed with malicious intent.

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Risks

Any action involving legal persons involves risks - nothing is completely safe.

This also applies to reorganization:

• if the company being merged has debts (especially large debts), there is a chance that the management under which these debts were formed will be obliged to pay them, so you need to look at the contract especially carefully;
• if the reorganization is launched after the date of the tax audit has been set, there is a chance that it will be considered a way to evade taxes, which is fraught with liability under the law - the audit, of course, will still be carried out;
• if one of the organizations has tax debts, once the reorganization has begun, the tax office will most likely step in to check and make sure that this is not a tricky way to evade payments, which will make the reorganization an even longer process;
• if the main organization already has affiliated firms and they are problematic (have debts or violations leading to administrative or criminal liability), the new affiliated organization will also be involved in the audits and may be held liable for something indirectly related to it;
• if the merging company does not notify its creditors (or fails to provide evidence that this has been done), chances are high that the recognition of the reorganization as valid will simply be refused;
• if the affiliated organization and the main organization are located in different regions, the risk of problems increases simply because it is very difficult to control the process at a distance - violations can be both on the part of the main company and on the part of the affiliated, and the liquidator may simply not be able to check how the reorganization procedure is carried out accurately and correctly where he is not personally present.

In general, the risks, if no one is going to break the law and everyone is attentive to their obligations, are minimal.

Consequences

Any action entails certain consequences - liquidation by accession is no exception.

• all obligations and all property rights of the affiliated organization will be transferred to the main organization, which means that it will pay the debts, but it will also use the assets;
• a new successor organization is not created, it already exists.

At the same time, there will be no tax consequences that could be written down as a disadvantage of this form of liquidation - no one directly benefits from the reorganization, this is not a sale and purchase, and therefore the procedure is not taxed.

Free legal advice:

How to draw up a protocol on the liquidation of an LLC - read here.

What is the peculiarity of the liquidation of an LLC with a zero balance? This article details.

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Procedure for liquidation by affiliation

Liquidation is a procedure for terminating the activities of a company without succession. In this case, we are talking about the legal closure of the company.

However, the legislation also provides for alternative methods of liquidation, for example, by reorganizing the company.

The company ceases to function, but it remains a successor.

Thanks to this method, you can liquidate a company with debts or go through the procedure for terminating the organization's activities faster.

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Advantages

This method of liquidation through attachment has the following advantages:

• the entrepreneur is not required to receive certificates of the absence of debt to extra-budgetary funds, which affects the time of the procedure;
• lower state duty than with a merger;
• in the Unified State Register of Legal Entities there is a record of liquidation.

Possible risks

Joining an organization is an alternative method that comes with the following risks:

• subsidiary liability, that is, the debt that has arisen in the organization, automatically passes to its new owners, in this regard, it is necessary to initially assess the capital of the company, find out if there are outstanding obligations;
• there may be a suspicion of a desire to evade taxes if the procedure is initiated after an audit by the tax service;
• conducting an audit after notifying the tax authorities about the reorganization of a company that has a large debt to the budget;
• an increase in the risks of being held liable if the company includes other firms that are under the control of law enforcement services;
• failure to notify creditors may cause the reorganization to be declared invalid, which will result in the imposition of liability on the former participants;
• a protracted process of liquidation of the successor company located in another subject of the Russian Federation, this is due to the fact that on new company seek to hang as many indebted firms as possible.

What is regulated?

The main regulatory legal acts that regulate the production of the merger procedure during the liquidation of a company are the Civil Code of the Russian Federation and Federal Law No. 129.

Civil law provides for the main methods of joining a company, the procedure for their production.

Federal Law No. 129 approved the process of registering the liquidation of a company subject to closure and a newly created organization.

In addition, the provisions must be observed Guidelines on the formation of accounting records during the reorganization.

Liquidation by accession

Affiliation is one of several ways to reorganize an enterprise, such as an LLC.

In practice, merger entails a succession between several already functioning legal entities.

At the same time, one or several organizations completely terminate their activities and are recognized as liquidated in accordance with the law, while the other continues to work, taking into account the rights and obligations received.

Accession allows you to enlarge the business by combining several subsidiaries.

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The peculiarity of this form of reorganization is that it entails the liquidation of one or more firms.

Organizations

Organizations have the right to conduct accession on their own initiative.

This method can be used if representatives of both companies agree with the ongoing process.

The decision to liquidate an LLC must be taken at the general meeting of participants unanimously.

In the event that the LLC has one founder, the corresponding verdict is:

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• taken by him alone;
• issued by a decision.

The verdict on the liquidation of the CJSC and the reorganization is made at the general meeting of shareholders.

For the reorganization to be carried out, at least 2/3 of the votes must be given.

Only the board of directors has the right to initiate a general meeting with this agenda.

Is it possible to liquidate an LLC with tax debts? Look here.

Step-by-step instruction

Step-by-step instructions for liquidating an enterprise in the form of affiliation will allow you to understand the features of this procedure, the timing for each action.

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With its help, entrepreneurs will be able to independently carry out the necessary actions and get the desired result.

Preparation of documentation

First of all, a decision on reorganization should be made. The verdict is adopted at a general meeting of all firms that will take part in the procedure.

At the meeting, the accession agreement is approved, which contains basic data regarding the future of the company, as well as the procedure itself.

At the preparatory stage, a message and notification is generated for the tax authorities.

Transfer of information to the registration authority

They must be submitted to the tax office within 3 days.

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For these purposes, a package of documents is being prepared:

• message in the approved form;
• decision of the general meeting;
• other documents in accordance with the requirements of the territorial tax services.

Additionally, it is necessary to submit documents on behalf of the company to which the accession will be carried out:

Based on the information provided, the competent service prepares a certificate for the applicant about the start of the procedure and makes an appropriate entry in the Unified State Register of Legal Entities.

Notice to Creditors

All known creditors must be informed about the upcoming accession within 5 business days.

The notice shall be given in writing. The company must be left with evidence that the message was properly conveyed.

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A sample notice of liquidation of an organization is here.

1. Publication in the media. There should be 2 messages in total, which are posted once a month.
2. Obtaining the approval of the antimonopoly service. This stage must be passed if the total assets of the companies being reorganized amount to more than 3 billion rubles.
3. Inventory and registration of the transfer act.
4. Preparation of the final package of documentation for registration of changes.
5. Registration of changes, which is carried out after 5 days from the date of transfer of the complete set of documents and application.

List of documents

For state registration of reorganizations, it is necessary to submit the following package of documents to the tax service:

• decision on reorganization adopted within the framework of the general meeting of each of the legal entities;
• application for liquidation by affiliation;
• application for changes in information about the organization to which it will be attached;
• minutes of the general meeting;
• accession agreement approved by representatives of organizations;
• deed of transfer;
• copies of publications;
• copies of documents confirming the fact of notification of creditors;
• terms.

The exact date of the accession procedure cannot be established unambiguously.

This period should be at least two months, as this is the time needed to properly notify creditors.

The cost of connection is formed mainly from the state duty - 1.5 thousand rubles.

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In addition, the assistance of specialized companies that carry out the turnkey procedure will be paid. The average cost of their assistance is -thousand rubles. rubles.

Do you need a sample decision to liquidate an LLC? Details here.

What is the procedure for the liquidation of the HOA? Read in this article.

Arbitrage practice

Judicial practice shows that quite often disputes arise due to the accession of a legal entity.

Usually they are associated with the following illegal actions:

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• the procedure has no purpose;
• a turnover of documents is formed that create the effect of the real activities of companies;
• the affiliated enterprise does not have any assets to actually conduct business;
• the company is unprofitable and inoperable;
• the enterprise does not meet the requirements of the Civil Code of the Russian Federation for independent activity.

The presence of these signs will make it possible to challenge the reorganization procedure.

Joining an LLC to an LLC step-by-step instructions describing each stage

Joining an LLC to an LLC step-by-step instructions has its own characteristics. The essence of the procedure is the closure of one company through its merger with another or the actual liquidation of an LLC by joining another company with the transfer of all rights and obligations of the liquidated company to the company with which the merger takes place.

Advantages and disadvantages of the accession procedure

• in the process, there is no need to obtain a certificate of full settlement with the PFR and the FSS, which would mean checking the correctness of the calculations by these bodies and repaying the debt, which takes up to 2 months;
• savings on state duty: when merging, you need to pay rubles (as for registering a new legal entity), joining costs about rubles.

The disadvantage is succession, the essence of which is that the acquiring company, after the transaction, bears all the risks of paying the debts of the affiliated LLC, even if they were identified after registration. The statute of limitations is three years. Therefore, affiliation is practiced as an alternative to the voluntary and official liquidation of a company without debts.

Step-by-step instructions for joining an LLC to an LLC involves going through several stages.

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Stage 1 - preparatory

Initially, in each of the companies, a general meeting of founders is held with the execution of a protocol in order to:

1 - acceptance final decision on the reorganization, in which it is necessary to prescribe the transfer of rights to the acquiring company to:

• notification of the initiation of the merger of the IFTS in three days after the decision is made by the last participant;
• publishing a message about what is happening in a special journal;

2 - ratification of the accession agreement, which specifies:

• key stages of the procedure and their timing;
• the size and features of the authorized capital after the merger;
• distribution of expenses for reorganization among the participants;
• process manager, etc.

Stage 2 - notification of interested parties

For the IFTS, you should prepare:

At the place of registration of the main company, you must also submit an application for the creation of a new company by reorganization in the form P12001.

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Documents are endorsed with an EDS or signatures certified by a notary and sent to the Federal Tax Service at the place of registration of participants. The IFTS has the right to request other documents related to this procedure.

In three working days, the tax authorities will issue a certificate of the start of the merger campaign, confirming the amendments to the Unified State Register of Legal Entities.

After receiving the specified paper, the companies have 5 working days to notify creditors. This is done by sending notification letters.

Additionally, two messages about what is happening in the State Registration Bulletin are published with a monthly interval between them.

If the value of the assets (according to the latest balance sheets) of the companies is more than 3 billion rubles, the merger of an LLC with an LLC is expanded: the merger must have permission from the antimonopoly service.

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Extrabudgetary funds are notified by sending letters with acknowledgment of receipt.

Stage 3 - inventory

An inventory is a revision:

• the presence and safety of the values ​​of the company, accounted for and unaccounted for on the balance sheet, as well as account balances;
• obligations to all interested parties (creditors, government agencies);
• claim rights;
• warehouse accounting and economy;
• reliability of the information contained in accounting documents.

All property of the LLC and its obligations, regardless of their location, and material assets that do not belong to the company (leased or transferred to it for safekeeping, for processing) are subject to verification.

At the end of the inventory, the participants of the company draw up and endorse the act of transfer.

Stage 4 - registration of accession

Joining an LLC to an LLC step-by-step instructions regarding the formation of a package of documents for registration of transformations in the Federal Tax Service Inspectorate provides for contacting the specified body with the following papers:

• decisions on reorganization (from each participant plus joint);
• an application for the termination of economic activity on behalf of the merging company (form Р16003);
• an application in the form No. P14001 on changing the data of the register of the Unified State Register of Legal Entities;
• an application in the form No. P13001 on registration of adjustments to the constituent documents;
• minutes of the general meeting of the founders of the companies;
• deed of transfer;
• accession agreement;
• constituent documents (Charter);
• receipt of payment of the fee;
• confirmation of notification of interested parties (copies of notices with marks of receipt by addressees, messages from the Bulletin).

After 5 working days, the IFTS will issue:

• extract from the Unified State Register of Legal Entities;
• registration certificate;
• Charter with a mark of the tax authorities.

Clarifications

In the process of accession, it is necessary to draw up a liquidation balance sheet. Sometimes several such intermediate documents are drawn up. Also, the rights and obligations of the liquidated enterprise are re-registered to its successor, and individual creditors will have to be settled before the registration of the reorganization.

The merger of an LLC step-by-step instruction is somewhat different from the one presented above. The liquidation of an LLC through a merger leads to the creation of a fundamentally new business entity based on closed companies. That is, none of the participants continues their business activities. Therefore, registration of the closure of all participants and the opening of a new legal entity will be required.

If the LLC is supposed to go bankrupt with its subsequent affiliation, then this is possible only with the participation of the arbitration court.

The use of nominees and passports of denominations is criminally punishable in accordance with Article 173 (notes 1, 2) of the Criminal Code of the Russian Federation. 8 years out of life. What are you writing about.

The liquidation of an enterprise is simply about the complex. What you need to close an LLC or individual entrepreneur, what is important to know and what you need to do in order not to have tax problems in the future.

LLC or individual entrepreneur: financial and criminal liability, liquidation of the company for one of these forms of economic activity. Some aspects of the functioning of LLC and IP

The necessary documents for registration of IP can be prepared within one day. There are several ways to submit these documents: in person, by proxy, by mail, and online.

No matter how much novice entrepreneurs try to save money, the cost of opening an LLC can only be reduced to certain limits.

Forms of reorganization of legal entities: concept, types and features of reorganization, forms of reorganization of legal entities, characteristic stages of the implementation of this procedure

There is a list of situations stipulated by law in which an LLC is liquidated by a court decision. An application to the arbitration court can be submitted by any interested person

The reorganization of a legal entity in the form of transformation is used in cases where the existing legal form for some reason does not suit the owners or official structures.

Liquidation of a company through takeover and merger

The Civil Code provides for several forms of reorganization of legal entities (Article 57). In practice, two methods are widely used:

• liquidation of a firm by merging two or more firms;
• liquidation of the company by joining another organization.

These forms are considered the least costly in terms of time and financial costs.

General requirements for the reorganization of companies

Since 2014, it has become possible to simultaneously apply several forms of reorganization. It is also allowed to conduct it in relation to companies of different organizational and legal forms, with the exception of non-profit organizations. The reorganization includes several interrelated stages.

1. Legal registration, registration.
2. Transfer of property, rights and obligations.
3. Transfer of employees to another organization.

Since the last two do not differ in specific features, when considering each method, only the first stage is described separately.

Important! In June 2015, by the Decree of the Supreme Court. RF (p. 26) clarified that accession and liquidation provide for succession. Therefore, the act of transfer in this case is recognized as a non-binding document.

Liquidation of an LLC by merger: step by step instructions

As a result of this procedure, the activity of the merging company is terminated. The operating organization inherits its rights, obligations, assets. The following order applies.

Stage 1

1. Conclusion of an agreement between companies.

The agreement specifies the conditions for the merger, the procedure for creating future management bodies, changes in the Charter of the existing company. It is advisable to appoint responsible person for the publication of information, and legal registration.

1. Inventory, preparation of a draft transfer act.

The act reflects the procedure for repaying the debts of the liquidated company, the provisions on succession in relation to its creditors.

1. Holding separate meetings of the founders of each company.

They make decisions on several points: on the reorganization, on the approval of the contract, the deed of transfer (if any). It is more convenient to assign the responsibility for carrying out subsequent registration actions, notifications to the operating company. Important: if an LLC is being liquidated by merger, the protocol of the company terminating activities must be signed by an earlier date.

1. Notification tax office about the reorganization.

Within 3 days after the meeting, the accommodating organization submits to the Federal Tax Service at the place of its registration a notification in the form "P12003". The minutes of the meetings, the contract, the act of transfer, the receipt of payment of the fee are attached to it. Each of the two companies sends an application (“C-09-4”) to the Federal Tax Service, attaching a protocol on its decision to it. The Federal Tax Service at the location within 3 days enters information into the Unified State Register of Legal Entities, and each company receives a notification about the start of the reorganization procedure.

This is done by each company separately, within 5 days after filing an application for reorganization. The letter contains full information about the companies, the form and procedure for satisfying creditors' claims. Each document must be signed on receipt, or they are sent by mail with acknowledgment of receipt.

1. Information is placed in the State Registration Bulletin.

The specific date is not regulated by law, but this is usually done with the filing of an application with the Federal Tax Service. A month later (not earlier!) The publication is repeated. Within 30 days after the second posting of information, creditors have the right to raise their objections, but this does not prevent the continuation of the procedure.

1. Completion of the liquidation of the LLC by merger.

After the end of the waiting period, the affiliated organization sends the tax authority at the location of the application "R16003". An agreement, an act of transfer, supporting documents on the informing carried out are attached to it. At the same time, the operating company sends an application "P13001". After 3 days, the Federal Tax Service issues a notification to the company remaining to work on the completion of the reorganization, and another one on the termination of activities.

1. Sending information to counterparties about changes.

This is not required by law, but is consistent with etiquette and business practice. Companies bound by contractual obligations must make changes to contracts, payments.

Liquidation of an LLC by merger: step by step instructions

When organizations merge, all rights and obligations of each of them are inherited by the newly formed legal entity in the order of succession. As a result, the activities of the merged firms cease. The transformation is carried out in the following order.

Stage 1

1. Development of a draft agreement and conditions for a future association.

The agreement includes provisions for the transfer to the new company:

• documents on property on the balance sheet, certificates of ownership;
• minutes of meetings, orders, decisions, lists of participants;
• audit and revision reports on control checks.

1. Convening an extraordinary meeting of participants in companies, making a decision on reorganization.

The meeting may be held at the initiative of the executive body of the LLC, the Board of Directors. It is allowed to liquidate an LLC by merging by a decision taken by absentee voting (if it is provided for by the constituent documents). The minutes reflect the approval of the agreement, the Charter of the newly formed company, the act of transfer of assets (if it is drawn up). The decision on the fact of the reorganization is made by 100% of the votes, the agreement is approved by a majority agreed statutory documents participants.

1. Conducting an inventory in each company by a specially created commission.

As a result, the value of assets and existing liabilities is determined. If the contract between the connecting companies provides for the drawing up of a transfer act, then an appropriate document is developed.

1. Sending a notice of the beginning of the liquidation of an LLC through a merger to the territorial body of the Federal Tax Service at the place of creation of a new company.

The deadline for its submission should not exceed 3 days from the date of the last decision by the merging companies. At the same time, the application form “P12003” is filled in, the decisions of each of the societies (minutes of meetings), an act are attached. The person authorized by the companies by proxy is entitled to submit the documents. The applicant is issued a receipt confirming the acceptance of the documents, information about the beginning of the procedure is entered into the YuGRUL.

1. Informing contractors, a wide range of stakeholders.

It is carried out by posting relevant information in the State Registration Bulletin and other media. In addition, the Federal Tax Service publishes information about the upcoming transformation on its official website.

1. Registration of a new legal entity.

The liquidation of an LLC, the merger and the formation of a new organization are completed after 3 months from the beginning of the application for the beginning of the reorganization. This is determined by the time period given to interested parties to file objections to the procedure. An application is submitted to the Federal Tax Service for registration of a creating legal entity (“R12001”). It must contain information about publications. If a positive decision is made and there is no application for cancellation (only participants are eligible to apply), the new company is registered in the Unified State Register of Legal Entities and receives a certificate. From this moment, the predecessor organizations are considered to have terminated their activities, about which an appropriate entry is made in the register.

Post-legal actions

Depending on the specifics of the activity, the form of taxation, and other features, the reorganization procedure may differ in details. In most cases, additional work is required as outlined below.

Stage 2

1. Re-issuance of contracts, current accounts, passports for foreign economic transactions.

It is better to close the accounts of the merging company immediately after the decision is made by the meeting of participants. If they are needed, then after completing the procedure, you need to re-register bank agreements. The numbers of export-import transactions remain the same, but are transferred to the operating company (Instruction of the Central Bank No. 138-I, 06/04/2012).

1. Transfer of ownership of real estate, licenses and intellectual property.

The successor company applies to the Rosreestr authorities for registration of the transfer of ownership and obtaining new certificates. In this case, you will need to attach old documents, a deed of transfer with a description of the objects, and a confirmation of the reorganization. If the operating company does not have permits (licensing) documentation for the types of activities of the liquidating company, it must be re-registered. An application is submitted to Rospatent to amend the register of intellectual property objects.

Stage 3

After the decision on the reorganization is made, but before its completion, the employees of the organizations must be informed about the upcoming changes against signature. If one of them does not want to work in a new firm, he writes a written refusal, and employment contract is terminated (Article 77 of the Labor Code, clause 6). The remaining employees in work book an appropriate record of the changes is made.

If an LLC is being liquidated by merger, then the second method is applied. It consists in the fact that employees leave before receiving notification of the completion of the reorganization, and the next day they are registered for work in a new company.