In order for our specialists to be able to help you in the reorganization of your company, they will need to prepare documents for submission to the Federal Tax Service No. 46. Practice shows that the package of documents submitted for registration legal entity, created by reorganization in Moscow, includes:
1. Application.
2. Constituent documents of each legal entity arising as a result of reorganization (originals or notarized copies of documents).
3. The decision to reorganize the company.
4. The decision to create a legal entity arising from the reorganization (approval of the charter of the newly created legal entity).
5. Evidence of publication in the media (copy).
6. Merger agreement (for a merger).
7. Deed of transfer (for merger, accession, transformation) or separation balance sheet (for division, separation).
8. Receipt of payment of the state duty for registration.
9. Receipt of payment of state duty for copies of constituent documents.
10. Document confirming submission to the territorial body of the Pension Fund Russian Federation information in accordance with sub. 1 - 8 p. 2 art. 6 and paragraph 2 of Art. 11 of the Federal Law of 01.04.1996 N 27-FZ "On individual (personalized) accounting in the system of compulsory pension insurance" (certificate of no debt).
11. Request for a copy of the articles of association.
Please note that if the preparation of a separation balance sheet is required for reorganization by separation or spin-off, then a deed of transfer is required for a merger, accession, transformation.
Thus, in order for our specialists to be able to start the process of reorganizing your organization, you must provide the following information:
1. Name of the organization (organizations) created by reorganization.
2. System of taxation.
3. Information about the types of economic activity.
4. Copies of the passports of the founders and the director (accountant).
5. Originals or notarized copies of the constituent documents of the reorganized legal entity (certificates of TIN, PSRN, statistics codes, charter, decision on creation, recent changes made and not made to founding documents, an order for the appointment of a director and an accountant).
6. Legal address of the newly created legal entity.
7. Letter of guarantee from the owner of the legal address.
You can consult with our specialists by phone in advance on your questions and appoint a time at which it would be convenient for you to arrive at our office with documents. We guarantee you trouble-free execution of any legal actions, because the employees of our firm are highly qualified specialists in their field.
In the event of a crisis, many managers resort to the procedure of reorganization. Reorganization refers to the termination of the existence of an enterprise in its former form. Under such a procedure, the rights and obligations of some legal entities are transferred to others. Appropriate changes are made to all legal documents. The reorganization process is regulated by articles 57-60 of the Civil Code of the Russian Federation.
What forms are there?
The main types of company reorganization are:
merger
In the event of a merger, the powers of the participants in the process are transferred to a new, just emerging, company. As a result, a legal entity arises that did not exist before. Enterprises that transferred responsibilities cease to conduct their activities and are excluded from the register.
After the decision on reorganization is made, the company holds a constituent assembly. On it, legal entities approve the merger agreement, the charter and constituent documents of the established enterprise, the size authorized capital, deed of transfer. After submitting a package of documents to the service state registration, a new legal entity is entered in a single register.
Accession
In the merger process, one or more companies join another company, transferring its rights and obligations to it. A new business entity is not formed. Affiliated companies cease to conduct their activities and are excluded from the USR.
Appropriate changes are made to the constituent papers of the acquired enterprise. If the form of ownership of the organization changes, then no changes are made, but the re-registration of the legal entity is carried out.
Separation
When the reorganization is carried out through the division of the company, then the powers in the appropriate shares are transferred to the newly created legal entities. Roughly speaking, this is the division of one enterprise into several new ones.
After the decision on the reorganization is made, the participants in the constituent assembly determine the shares to be transferred to new firms, approve the constituent documents and sign the deed of division. Newly created enterprises are registered in the USR.
Selection
When reorganizing by spin-off, the enterprise transfers its powers to another legal entity in the established shares, but does not stop its activities and is not written out of the USR.
transformation
When reorganizing by transformation, the rights and obligations of the enterprise are transferred to the new company. In this case, only the form of ownership changes and re-registration in the USR is carried out. The legal entity after the reorganization continues to conduct its activities.
What is necessary for the reorganization of the enterprise?
To carry out the reorganization, the enterprise should submit to the registration service certain package of documents:
For all forms of reorganization, except for affiliation, an application for state registration of newly created enterprises is required.
In case of joining, you must provide:
- Application for termination of activities of the affiliated enterprise.
- Constituent documents.
- Written decision on the reorganization.
In the event of a merger of companies, you must provide:
- Merger agreement, accession - agreement on accession.
- Transfer deed.
- Separation act.
- Confirmation of payment of the state fee.
The procedure for the reorganization of companies in Russia
The transformation of the enterprise by reorganization occurs according to the following scheme:
- The founders of the reorganized enterprise convene a general meeting at which they decide on the reorganization. The decision is made in writing.
- The authorized person chosen at the meeting submits the decision on reorganization to the state registrar.
- The registrar makes an appropriate entry in the Unified State Register about the forthcoming reorganization.
- During the reorganization procedure, the enterprise is audited by the tax authorities and the pension fund. The company needs to close all debts, if any.
- All documents of the established form required for reorganization are submitted to the state registration service for consideration.
- After checking the documents, the state registrar enters the newly created enterprise into the USR.
Reorganization of legal entities can be:
Voluntary
It is carried out at the initiative of the owners in cases where the company is declared bankrupt or has an unsatisfactory balance sheet. Its goal is to improve the efficiency of the enterprise.
forced
It is also carried out at the initiative of the owners, but the reason is certain legal requirements. An example would be an LLC with more than 50 members. By law, this number exceeds the norm, and society must be reorganized.
Forced
The reorganization is carried out by the antimonopoly authorities in case of violation of the antimonopoly legislation.
How is it happening?
Typically, the reorganization of enterprises is carried out with the aim of restructuring or withdrawing assets, optimizing taxation. For the effective reorganization of a legal entity, it is very important to conduct a comprehensive diagnosis of the effectiveness of the enterprise, its assets, property and market position. It is advisable to analyze in detail all areas of the company's activities.
The enterprise reorganization program includes:
- Organizational and structural policy - restructuring of the enterprise, reorganization of the functions of management bodies.
- Changes in the policy of supply and marketing. Based on choosing the right marketing strategy.
- Innovation policy - improving the quality of products and increasing the competitiveness of the enterprise.
- Pricing policy - adjusting prices in order to achieve maximum profit.
- Financial policy - effective management of the company's debts, attraction of external resources, etc.
- Investment policy - attraction of various sources of investment.
- Personnel policy - improving the skills of employees and stimulating their activities.
As a result of such activities increased attractiveness reorganized companies for investors.
Do you have any questions? Just call us:"Love, love - says the legend -
The union of the soul with the soul of the native -
Their union, combination,
And their fatal merger,
And ... a fatal duel ... "
F.I. Tyutchev
And so, your manager calls you and informs you that the founders of the organization have decided to reorganize and join your other company. What awaits you - how to implement it in your area of work?
See the articles of the same name "Accession of the company" of the laws on LLC and on JSC, cited below. Let me explain their meaning plain language For example:
Example 1
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Let's say on this moment time there is a certain organization PJSC "A +", which operates on the basis of the charter, it has developed its own internal regulations and provisions, there CEO and independent structural units: accounting, ACS, legal department, etc., and the office has a system for registering incoming, outgoing correspondence, as well as administrative documents. In addition, there is another organization PJSC "B+", which also operates on the basis of the charter, it also has its own rules and regulations, has its own general director and divisions, and the office has its own document registration system.
But the founders of both organizations decided to merge by joining PJSC "B +" to PJSC "A +" and continue to exist on the market as a larger unit. After meeting the necessary legal procedures and after making an entry in the Unified State Register of Legal Entities (USRLE), PJSC "B +" will cease to exist, and PJSC "A +" (main company) will be considered reorganized and will assume all obligations of the company "B+".
Document Fragment
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Federal Law No. 14-FZ of 08.02.1998 “On Limited Liability Companies”. Article 53 "Accession of the company"
2. The general meeting of participants of each company participating in the reorganization in the form of affiliation makes a decision on such reorganization, on approval of the agreement on accession, and the general meeting of participants of the merging company also makes a decision on approving the deed of transfer.
3. The joint general meeting of participants in the companies participating in the merger introduces the changes provided for in the merger agreement to the charter of the company to which the merger is carried out, and also, if necessary, resolves other issues, including issues on the election of the bodies of the company to which the merger is carried out . The timing and procedure for such general meeting determined by the accession agreement ...
4. When one company joins another, all the rights and obligations of the merged company pass to the latter in accordance with the deed of transfer.
Document Fragment
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Federal Law No. 208-FZ of December 26, 1995 “On Joint Stock Companies”.
Article 17 "Accession of the company"
1. The merger of a company is the termination of one or several companies with the transfer of all their rights and obligations to another company.
2. The company to be merged and the company to which the merger is carried out conclude an agreement on merger ...
3. The accession agreement must contain:
1) the name, information about the location of each company participating in the merger;
2) the procedure and conditions for accession;
3) the procedure for converting shares of the merging company into shares of the company to which the merger is carried out, and the ratio (factor) of converting the shares of such companies.
3.1. The merger agreement may contain a list of changes and additions to be made to the charter of the company to which the merger is being carried out, other provisions on reorganization that do not contradict federal laws ...
5. When one company joins another, all the rights and obligations of the merging company pass to the latter in accordance with the deed of transfer.
Document Fragment
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Paragraph 2 of clause 4 of Article 57 "Reorganization of a legal entity" of the Civil Code of the Russian Federation
When a legal entity is reorganized in the form of a merger with another legal entity, the first of them considered reorganized from the moment making an entry in the Unified State Register of Legal Entities on the termination of the activities of the affiliated legal entity.
The process of compliance with these legal subtleties takes sufficient time - up to several months, and the management of organizations (both one and the second) will have to solve many issues during this time: administrative, legal, personnel and others. The heads of the relevant departments need to figure out how their department will work during the transition period and after the merger (after all, each organization had its own system and built-in processes).
What to prepare for?
First of all, the services of the preschool educational institution in both organizations should be prepared for the fact that at the time of the reorganization it will be necessary send a lot of correspondence - notifications customers, contractors, possibly government agencies about decision and upcoming reorganization. This, of course, is a recommendation, although for some types of organizations, for example, credit, it becomes mandatory by law.
Document Fragment
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Federal Law No. 395-1 of 02.12.1990 “On Banks and Banking Activity”.
Article 23.5 "Features of the reorganization of a credit institution in the form of a merger, takeover and transformation"
Not later than 30 days from the date of the adoption of the decision on the reorganization of the credit institution, the credit institution is obliged to post information about this on its official website on the Internet information and telecommunication network and notify its creditors of this decision in one of the following ways:
1) by sending a written notice to each creditor (by post with acknowledgment of receipt) and publishing in a printed publication intended for the publication of information on the state registration of legal entities, a message about the decision taken;
2) by publishing a message about the decision taken in a printed publication intended for publishing information on the state registration of legal entities, as well as in one of printed publications, intended for the publication of regulatory legal acts of state authorities of the constituent entity of the Russian Federation, on the territory of which the branch (branches) of this credit institution is located.
Example 2
Notification of the acquiring entity
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Example 3
The text of the letter of the absorbed organization
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Therefore, it is necessary to ensure the availability of a sufficient number of envelopes, the physical capabilities of employees who will be directly involved in processing the sent correspondence (possibly, the notifications themselves), and also agree in advance with the financial department the amount of accountable funds for sending these letters. For mass mailings, it is advisable to use the services of postal franking of envelopes instead of sticking stamps (this will save money).
Usually, before making a decision on the reorganization, a plan is drawn up for each unit: what exactly, when, in terms of time, who should do it (performer), what budget is needed. The head of the service responsible for documentation support, at this point, must ensure that a sufficient budget is allocated to fulfill the tasks assigned to his unit.
Request a mailing list from the legal department along with a letter template. Some counterparties can be indicated there by name, and for the rest, a description of the group is given (for its nominal composition, you can contact the appropriate department, for example, for a list of customers - to the sales department, for a list of suppliers - to the purchasing department). At the same time, it is advisable for the departments responsible for certain groups of counterparties to agree on the template for the notification sent to their wards; for some groups of recipients, it can be adjusted or supplemented. Those. do not take full responsibility for the formation of the mailing list and drafting the text of notifications. You are responsible for something else: to send what you are told to the mailing lists that you will be given (preferably in electronic form) within the designated (and real) deadlines.
During the transition period, significantly increase and incoming correspondence, in which clients / counterparties will ask various clarifying questions, for example, about new payment details, as well as letters (claims, copies of statements of claim) from creditors who, according to the law, can exercise their rights to early performance of obligations.
What to do with employees?
After the decision to reorganize was announced and it became clear who was joining whom, the logical question arises: “What will happen to the employees?” After all, each organization had its own service of the preschool educational institution, with its own name, its own boss and employees.
First of all, the leadership of the main (absorbing) society must decide who will head the service of the combined organization and what it will be called. There are many options, here are some:
- the name of the DOE service and its head will remain those that were in the main organization. And the employees of the DOW service of the merged company will simply “transfer” to it;
- name can be changed and selected new leader single service DOW after the end of the reorganization.
The head of the updated service of the preschool educational institution must decide on the staffing of his unit: how many specialists he will need and for what functionality in the format of a new larger organization.
We will guide you on the legal side personnel issue. Reorganization cannot be the basis for terminating employment contracts with employees (Article 75 Labor Code Russian Federation, hereinafter referred to as the Labor Code of the Russian Federation). From here possible options developments:
- If there is enough “space” in the staffing table for everyone.
By general rule employees must remain working in the new organization, i.e. become employees of an organization to which a company joins, which ceases to exist after an entry is made in the Unified State Register of Legal Entities.
But in this regard, the employees of the affiliated organization change essential conditions the employment contract concluded with them: the name of the employer, possibly the place of work, the mode of operation, the name of the positions, the functionality performed, etc. Therefore, employees must be warned about upcoming changes, in accordance with Article 74 of the Labor Code of the Russian Federation, at least 2 months in advance.
Workers, in turn, according to Part 6 of Art. 75 of the Labor Code of the Russian Federation, they have the right to accept the offer and stay to work, and they also have the right to refuse to continue working in the new conditions. In the second case with workers labor contract must be terminated in accordance with paragraph 6 of Part 1 of Art. 77 of the Labor Code of the Russian Federation. - If there are “places” in the staff list, not for everyone.
If, during the reorganization, there are no vacancies in the new staffing table for the transfer of any employees, then the termination of the employment contract should take place according to the rules of paragraph 2 of part 1 of Art. 81 of the Labor Code of the Russian Federation on the reduction in the number or staff of these workers.
These employees must also be warned about upcoming changes no later than 2 months before the completion of the reorganization, i.e. before entering into the Unified State Register of Legal Entities information on the termination of the activities of the affiliated legal entity. It should also be noted that employees will need to be offered another job with a new employer. If there is none or the employee refuses it, then the employment contract will be terminated with the payment of severance pay, as well as the preservation of average earnings for the period of employment, but not more than 2 months (part 1 of article 178 of the Labor Code of the Russian Federation).
How to conduct office work during the transition period?
How to conduct office work during the transition period, i.e. until the completion of the reorganization (termination of the existence of the merged company)?
It should be immediately noted that until an entry is made in the Unified State Register of Legal Entities on the termination of the activities of the affiliated legal entity, correspondence will be received both in the acquiring and in the affiliated organization. How to organize its processing and registration, it is necessary to decide the future head of the unified service of the preschool educational institution. Alternatively, it may be decided that all correspondence will be registered in a single journal during the transition period. This can be arranged in such a way that the couriers will immediately transfer the correspondence to the employees of the main company. In this case, you can use:
- stamp of the main organization or
- make a stamp for the transitional period according to the proposed model:
Example 4
Sample stamp of registration of incoming correspondence
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If the registration of documents is carried out through the EDMS, then this greatly simplifies the situation - after providing access to the employees of the merged company, they will be able to independently register incoming documents in a single journal. Well, they can make a duplicate stamp.
With the proposed approach, the documents will be reviewed and a resolution imposed by the head of the main company, and employees will execute according to his resolution.
By the same principle, it is necessary to register and outgoing mail.
As for the release administrative documents, then, taking into account clause 2.1.5 State system documentary support of management (approved by the Board of the Main Archive of the USSR on April 27, 1988, order of the Main Archive of the USSR of May 23, 1988 33), joint administrative documents of organizations that issue documents of the same form (orders, resolutions, etc.) are issued in the appropriate form (order, resolution and etc.). Let us also turn to GOST 6.30 - 2003, in paragraph 3.22 of which it is indicated that when a document is signed by several persons of equal positions, their signatures are placed at the same level, in addition, when signing a joint document, the first sheet is drawn up not on a letterhead.
Therefore, when preparing an order before the completion of the reorganization, it is proposed to issue it on behalf of two organizations, signed by both heads, with a fractional registration number:
Example 5
joint governing document
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After the reorganization is completed, the administrative documents will be issued in the "former" manner on behalf of and on the letterhead of the reorganized parent company (in our example, PJSC "A +") and signed by its general director.
What needs to be done after the reorganization is completed?
When a legal entity is reorganized in the form of a merger with another legal entity, the first of them is considered reorganized from the moment an entry is made in the Unified State Register of Legal Entities (EGRLE) on the termination of the activities of the affiliated organization (Article 57 of the Civil Code of the Russian Federation).
After making an entry in the Unified State Register of Legal Entities, it is recommended that the reorganized parent company issue on the same day reorganization order. From this moment on, all local regulations affiliated company(if at the transitional moment a similar order on this topic has not yet been issued), and the seals and stamps are subject to mandatory destruction under the act in accordance with the established procedure (as part of a commission, by filing or cutting off the impression). Stamps used at the transitional moment of reorganization (for example, such as shown in Example 4) are also subject to destruction. the seals and stamps of the reorganized main legal entity will already be used.
Who and by what criteria determines that the seal has become unusable? How to arrange the destruction of the seal? What organizational actions should be taken if the old one is destroyed and at the same time the new main seal of the organization is put into effect? on our website.
Let me remind you that one of the main documents in office work is a systematic list of case titles created in the organization, indicating the terms of their storage - the nomenclature of cases (GOST R 7.0.8-2013).
The nomenclature of the organization's affairs for the coming calendar year is drawn up in the last quarter of the current year, at the end of each year it is specified, approved by the head of the organization and put into effect from January 1 of the next calendar year. The basis of the structure of the nomenclature of cases is usually organizational structure (staffing) society.
After the end of the reorganization the organizational structure (staffing) of the main company will change. And if there are significant changes in the functions and structure of organizations, the current nomenclature of cases is revised radically and a new one is approved.
Consequently, the future head of the unified service of the preschool educational institution needs to analyze the documents (cases) that are maintained in both organizations during the transition period, as well as determine the groups of documents (cases) that will be maintained after the reorganization. After the completion of the reorganization, it is necessary in the manner established by the "Basic Rules for the Operation of the Archives of Organizations" (approved by the decision of the Collegium of the Federal Archives of February 6, 2002) and on the basis of the new structure of the company develop and approve a new consolidated nomenclature of cases for the main society. According to her, it will “live”, the divisions will form files, and the archive staff will accept them for storage.
The new nomenclature should be put into effect with next day after making an entry in the Unified State Register of Legal Entities on the termination of the merged company, and the nomenclature will be drawn up on the letterhead of the main (already reorganized) company.
During the reorganization, all documents and files of the merging company are transferred to the successor (main company). Therefore, it is necessary to carry out the acceptance and transfer of documents (cases) from the merging organization to the acquiring(those that are in the current office work in the divisions, and those that have accumulated in the archive). The order of acceptance and transfer of documents of the organization is determined by the administrative document, while the current affairs of the divisions of the merging company are transferred to those divisions of the main company that are indicated in the order (because cases that have not been completed by clerical work cannot be handed over to the archive). However, it should be noted that before the transfer of documents (cases), their presence and condition are checked. Then the head of the “new” service of the preschool educational institution will be responsible only for the documentary fund of the absorbed organization that he accepted, and it will not be possible to make claims against him for what should have been preserved, but for some reason cannot be found.
After the reorganization is completed and everyone can "breathe calmly", the main task employees of the preschool educational institution and especially its head - to organize high-quality office work of a larger legal entity. For those who used the "old" approaches to work, reorganization is the best way to get rid of them and bring in something new. Well, for those who, for example, have not yet used the system electronic document management, now certainly cannot do without it in an organization with a branched organizational structure.
What needs to be done by the records management service in case of renaming the organization? on our website.
The business owners decided to reorganize, and the transformation of the legal entity began. About what steps an accountant needs to take, how not to miss anything and calmly survive this time, we will tell in the article.
Recall that there are several forms of reorganization (Article 57 of the Civil Code of the Russian Federation, hereinafter referred to as the Civil Code of the Russian Federation):
- merger (in this case, the rights and obligations of each organization are transferred to the newly emerged one);
- accession (when one company joins another, the rights and obligations of the merged company pass to the latter);
- separation (when one or more persons are separated from the legal entity, the rights and obligations of the reorganized person are transferred to each of them in accordance with the deed of transfer);
- division (when a company is divided, its rights and obligations are transferred to newly emerged persons in accordance with the deed of transfer);
- transformation (when changing the organizational and legal form (for example, from JSC to LLC), the rights and obligations of the reorganized organization in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants)).
Regardless of which form of reorganization the owners choose, there are certain steps that must be taken in any case.
Whom to inform about the reorganization
Notice government agencies(IFTS, PFR, FSS)
Firstly, it is necessary to notify the "registering" tax authority of the reorganization that has begun in writing, and also to submit the decision of the owners on the reorganization of the enterprise. The form of this document is not legally regulated, which means that you can draw up and submit information in a free form.
This must be done within 3 working days after the meeting of owners, at which a decision on the reorganization will be made. In the next three working days, the IFTS, on the basis of the submitted documents, will make a decision to make an entry about the start of the reorganization procedure and make an entry in the state register that the company is in the process of reorganization (clause 1, article 13.1 of the Federal Law of 08.08.2001 N 129- Federal Law "On State Registration of Legal Entities and individual entrepreneurs", hereinafter - Law N 129-FZ).
The tax office at the location of the legal entity must also be notified of the reorganization.
In addition, do not forget to report the reorganization to the PFR and the FSS of the Russian Federation within the same 3 working days (clause 3, part 3, article 28 of the Federal Law of July 24, 2009 N 212-FZ "On insurance contributions to the Pension Fund of the Russian Federation, Social Insurance Fund of the Russian Federation, Federal Compulsory Medical Insurance Fund).
Note. To notify the IFTS, there is special shape R12003 "Notification of the beginning of the reorganization procedure", approved by Order No. ММВ-7-6 of 01.25.2012 / [email protected]"On approval of the forms and requirements for the execution of documents submitted to the registration authority during state registration of legal entities, individual entrepreneurs and peasant (farm) enterprises" (hereinafter - Order N ММВ-7-6 / [email protected]).
A message is submitted to "your" tax office in the form C-09-4 "Notification on the reorganization or liquidation of an organization", approved by Order dated 09.06.2011 N ММВ-7-6 / [email protected]"On approval of the forms and formats of messages provided for in clauses 2 and 3 of Article 23 of the Tax Code of the Russian Federation, as well as the Procedure for filling out message forms and the Procedure for submitting messages in electronic form via telecommunication channels."
The notification forms of the FIU and the FSS are not approved, the organization must independently compose a message to the funds. In the document, be sure to reflect all the details of the company, as well as the numbers of the insurers in the Pension Fund of the Russian Federation and the FSS of the Russian Federation, respectively.
After that, twice within two months, i.e. with a frequency of once a month, a notice of reorganization should be published in special publications (clause 2, article 13.1 of Law N 129-FZ). For example, in the State Registration Bulletin (www.vestnik-gosreg.ru). It specifies information about each participant in the reorganization, its form, provides the procedure and conditions for the submission of creditors of their claims, as well as other information provided by law.
...and creditors
Separately, notify each creditor in writing about the transformation that has begun (clause 2, article 13.1 of Law N 129-FZ). You are given 5 working days from the date of notification of the IFTS for this.
Please note that, in turn, creditors have 30 days from the date of last publication decisions on reorganization in order to demand from you early performance of obligations or their termination and compensation for losses (Article 60 of the Civil Code of the Russian Federation).
You can notify creditors in a free form. We recommend that you send a notice by mail with an inventory and acknowledgment of receipt, or bring it in person and take from an authorized employee of the creditor, for example, a secretary, the number of incoming correspondence and a signature on its receipt.
What other steps should an accountant take?
Inventory
After notifying all government agencies, while lawyers are preparing the charter and memorandum of association for a new organization, it is necessary to conduct an inventory of the obligations and property of the company, which will make it possible to draw up a deed of transfer in the future.
How to take inventory? For this:
1) draw up acts of reconciliation with counterparties (both creditors and debtors);
2) make an inventory of all property of the company (stocks, goods and materials, fixed assets, intangible assets and the rest);
3) check with the tax authority on payments to the budget, and submit, if necessary, updated declarations;
Note. The submission of updated reports of a reorganized enterprise is not regulated by law, so it will be more difficult for the successor to submit "updated reports".
4) sign the act of reconciliation with the tax office, which will allow you to rely on it in case of misunderstandings;
5) we also recommend that you check with the Funds (FSS of the Russian Federation and the Pension Fund of the Russian Federation) for payments and submitted reports.
Deed of transfer or separation balance sheet
Now you can draw up a deed of transfer (separation balance sheet). Article 59 of the Civil Code of the Russian Federation does not regulate the form of this document, but fully indicates what should be reflected in it.
So, the deed of transfer should contain:
1) 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;
2) the procedure for determining succession in connection with a change in the type, composition, value of property, the emergence, change, termination of the rights and obligations of the legal entity being reorganized, which may occur after the date on which the deed of transfer is drawn up.
Therefore, it is most convenient to take the form of the balance sheet as the basis for the transfer act and attach a transcript of each of the lines (for example, inventory sheets). This way you will reflect information about the property, accounts payable and receivables passing to the new company.
However, you can abandon the balance sheet form, draw up an act in your own form, where you list all the assets and liabilities of the company (fixed assets, cash, credits and loans, intangible assets, receivables and payables, and so on), as well as their value. Then also be sure to make lists in which you provide a breakdown of all creditors, debtors, fixed assets and other articles.
Note. The value of property under the deed of transfer may be residual, initial or actual or market. It is important that at the same time the value of the property reflected in the deed of transfer or separation balance sheet coincides with the data that you provide in the annexes to it (lists, inventories, transcripts, inventory sheets) in the corresponding valuation (clause 7 Guidelines for the formation financial statements when carrying out the reorganization of organizations approved by Order of the Ministry of Finance of Russia dated May 20, 2003 N 44n, hereinafter referred to as the Guidelines for the formation of accounting records).
It is recommended to date it with the latest numbers before submitting documents on the completion of the reorganization to the Federal Tax Service. But it is better to coincide with the end of the reporting period - the year or the date of preparation of interim financial statements - a quarter, a month (clause 6 of the Guidelines for the formation of accounting records).
The deed of transfer is approved by the founders (participants) of the legal entity or the body that made the decision to reorganize the company. It is also required to be submitted to the Inspectorate together with constituent documents for state registration of legal entities created as a result of reorganization, or amendments to the constituent documents of existing legal entities.
Note. Failure to submit the act, as well as the absence of provisions in it on the succession of all obligations of the reorganized legal entity, will lead to a denial of state registration of legal entities created as a result of the reorganization (Article 59 of the Civil Code of the Russian Federation).
Check to tax office generated personal accounts and sent them to the place of registration of the assignee. You may have to contact the employees of the old tax office more than once so that they send the "container" through communication channels, as well as with the employees of the new tax office so that they accept and unpack the "container" by loading personal accounts into their program.
Financial statements
The accountant of the organization terminating its activities prepares the final financial statements.
Note. The figures of this reporting will differ from the deed of transfer, because while the reorganization is underway, the company continues to work.
It is necessary to draw up the final financial statements on the date preceding the date of entering information about the termination of the activities of a legal entity (about the organizations that have arisen - in the form of merger, division and transformation, about the termination of the activities of the last of the affiliated organizations - when reorganizing in the form of accession).
The final financial statements are prepared in accordance with the Regulations on accounting"Accounting statements of the organization" PBU 4/99, approved by Order of the Ministry of Finance of Russia dated 06.07.1999 N 43n, and Order of the Ministry of Finance of Russia dated 07.22.2003 N 67n "On the forms of financial statements of organizations" in the scope of the forms of annual financial statements adopted earlier by the organization, for the period from the beginning of the reporting year until the entry in the register of the corresponding entry on the newly established organizations (on the termination of the activities of the last of the affiliated organizations). That is, by analogy with annual reporting, carry out a reformation of the balance sheet.
The composition of the financial statements will be as follows:
1) balance sheet;
2) report on financial results;
3) cash flow statement;
4) statement of changes in capital;
5) explanations for reporting;
6) audit report, if the company is subject to mandatory audit.
This reporting will also reflect the performance of the company from the moment the deed of transfer was drawn up and signed until the reorganization of the company ceases to exist. It is because of this that the figures of the final financial statements will not coincide with the data of the transfer act.
Note. Account 99 "Profit and Loss" must be closed. If, as a result of the company's activities, retained earnings have formed, then it can be distributed at the request of the founders.
It is necessary to submit reports to the local tax office at the place of registration of the reorganized company. We encourage you to submit your report in person. Often, final reporting is accepted reluctantly or even refused to accept, since the personal account of the reorganized enterprise will have already been closed by that time, be persistent.
After the final balance sheet, you no longer have to draw up and submit any financial statements.
Remaining reporting and current account
Prepare and submit personalized accounting for the current year. And also get a certificate from the Pension Fund of the Russian Federation on the absence of debt on mandatory payments. After that, you can deregister in the fund.
Closing a current account is not mandatory in terms of legislation. The company can transfer the settlement account, like any other of its property (and obligations), to the newly created organization. Most often, for this, it is necessary to bring constituent documents to the bank, reissue a card with a seal imprint and sample signatures, that is, go through, in fact, all the same procedures as when opening a new account.
The final stage
After information about the reorganization has been published twice in the relevant press, it is necessary to collect and submit to the inspection documents on the completion of the reorganization (registration of a new legal entity). The composition of the documents depends on the form of reorganization.
So, when reorganizing in the form of affiliation, the following are submitted to the IFTS:
1) accession agreement;
2) an application for making an entry on the termination of the activities of the affiliated legal entity in the form N P16003, approved by Order N MMV-7-6 / [email protected]
In case of other forms of reorganization, it is necessary to submit to the inspection:
1) an application for state registration of a legal entity created by reorganization, in the form N P12001, approved by Order N MMV-7-6 / [email protected];
2) constituent documents;
3) deed of transfer;
4) merger agreement (if the reorganization takes place in the form of a merger).
The full list of documents should first be clarified with the IFTS, as sometimes the tax authorities are asked to provide additional documents.
The signature of the applicant must be certified by a notary (certified by a notary). An exception is the case when the documents will be transmitted via communication channels in electronic form and signed with an enhanced qualified electronic signature.
Note. It is important to remember that documents related to the completion of the reorganization can be submitted to the registration authority after 30 days from the date of the second publication of the message on the reorganization of legal entities in the State Registration Bulletin, and also before the expiration of 3 months after being entered in the Unified State Register of Legal Entities. persons of the record about the beginning of the reorganization procedure.
On the sixth working day, you can receive documents on state registration of the reorganization of a legal entity. Let's take an example of an accountant.
Example. On April 4, 2016, the owners of the LLC decided to reorganize in the form of a merger. At the same time, a joint meeting of the main and merging companies was held and a merger agreement was concluded.
LLC before 04/07/2016 must notify the Federal Tax Service, the FSS and the PFR about the start of the reorganization. After that, by 04/13/2016, the tax office will make an entry on the reorganization in the Unified State Register of Legal Entities.
It is necessary to publish information about the reorganization in the Bulletin of State Registration on 14.04.2016. By the same date, guided by the fact that since the notification of the tax, the LLC has 5 working days to notify creditors, it is necessary to send letters to all creditors.
On May 16, 2016, the company re-publishes information about the reorganization.
After that, before 06/10/2016, the LLC submits to the IFTS an agreement on accession and an application for making an entry on the termination of the activities of the affiliated legal entity.
In practice, not every accountant is faced with a reorganization, so it is not surprising that at first it can be intimidating. But if you approach this procedure with a clear plan of action, calmness and confidence, then everything will definitely go smoothly and successfully.
