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 by selling 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 risk of responsibility of the 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 companies that join completely complete their independent work, undergoing the procedure of liquidation and exclusion 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 the former head of the company stating that he is no longer listed as an official person, and the organization terminated 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 terminate the financial and economic activities of the enterprise, it is worth considering all possible methods of liquidation before the start of events: 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.

The undoubted advantages of 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 reviewing and approving decisions on reorganization and signing the relevant agreement.

This agreement should regulate the main stages of the process:

• terms;
• the value of the authorized capital of the successor company;
• distribution of 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 the liquidation event began.

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, creditors must submit their claims in the prescribed manner . 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, all interested parties should take 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. Minutes of the general meeting of 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 the obvious advantages of the considered method, the coin always has two sides. Similarly, affiliation, being a kind of alternative liquidation, has negative negative consequences in the form of, first of all, huge risks of subsidiary liability.

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.

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

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

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

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

Prepare the reorganization decision and other documents

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

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

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

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

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

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

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

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

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

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

PARTICIPANT'S QUESTION

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

Take inventory

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

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

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

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

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

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

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

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

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

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

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

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

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

Lecturer's recommendation

The successor company does not inherit the special regime

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

Prepare accounting and tax reporting

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

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

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

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

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

In the statement of financial results of the assignee, you cannot combine indicators, otherwise there will be confusion.

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

PARTICIPANT'S QUESTION

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

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

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

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

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

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

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

Abstract prepared by Igor Serebryakov

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

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

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

• “On State Registration…” dated 08.08.2001 No. 129-FZ;
• “On Amendments” dated March 30, 2015 No. 67-FZ;
• Limited Liability Companies ” dated February 8, 1998 No. 14-FZ.

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

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

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

Procedure

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

Don't know your rights?

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

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

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

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

Required documents

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

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

Possibility of refusal to reorganize by joining

After submitting an application for reorganization and submitting the necessary documents to the tax authorities, the employees of the Federal Tax Service begin a thorough check. The addresses of the companies are checked, paper and e-mails are sent to the specified coordinates, and conversations are held with the management of the companies participating in the reorganization.

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

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

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

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 merging with 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 4,000 rubles (as for registering a new legal entity), joining costs about 1,500 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.

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

• notification of the initiation of the merger of the IFTS within 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.

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 data of the latest balance sheets) of the companies is more than 3 billion rubles, the merger of an LLC with an LLC expands the step-by-step instructions: the merger must have permission from the antimonopoly service.

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, state bodies);
• 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.

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

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

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

Steps in the accession procedure

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

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

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

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

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

2. Sending the following documents to the tax office

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

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

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

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

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

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

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

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

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

Includes:

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

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

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

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

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

Step-by-step instructions for reorganizing an LLC by merging

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Reorganization of an LLC by merging - a step-by-step instruction will help to carry out the procedure in strict accordance with the legal norms that regulate it. The article deals with each stage of the reorganization of the company.

Reorganization by merger: general provisions

By virtue of Art. 51, 57 of the Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ, a company can be reorganized, including through merger.

The result of the procedure is the formation of a single legal entity that combines the authorized capital of all affiliated organizations. At the same time, the merged firms lose the status of legal entities, that is, they cease to exist. All rights that they possessed pass to the organization to which other firms have joined by succession.

Let us consider step by step how the procedure for reorganizing a company through merger should be carried out.

Stage 1. Preparation for the general meeting, inventory of the company's assets

The decision on reorganization is made exclusively at the general meeting of the company's participants (clause 2, article 33 of the Federal Law No. 14). A meeting can be called by both the executive body and the board of directors, the auditor, the auditor or the company's participants.

To convene the meeting, the initiator sends a request, on the basis of which the authorized body of the company makes a decision to hold the meeting. The decision contains both information about the form in which the meeting will be held, and other data, in particular, the agenda, according to which the meeting is scheduled to discuss the issue of reorganization of the company.

IMPORTANT! General meetings must be scheduled in all firms participating in the procedure (separately). After the decision to hold the meeting is made, notifications are sent to the participants of the organization.

Before carrying out the reorganization, it is necessary to conduct an inventory of the company's assets (Article 11 of the Law "On Accounting" dated 06.12.2011 No. 402-FZ). This is a procedure for reconciling property that should be on the balance sheet of the enterprise according to the documentation with the actual assets available. For this, a special commission is created, which performs all the necessary actions.

Stage 2. Drawing up an accession agreement

According to the requirements of Art. 53 of the Federal Law No. 14, all organizations that participate in the procedure must conclude an accession agreement. In this case, the contract must be approved at the general meetings of each company, which implies the need for its preliminary preparation.

There are no specific requirements for the contract, but it can include:

• general provisions;
• procedure for the implementation of the procedure;
• the procedure for the exchange of shares in the authorized capital of the affiliated and acquiring firms;
• the procedure for holding a joint general meeting;
• provisions containing the procedure and grounds for termination of the contract;
• information about the order of succession.

The merged legal entity transfers all rights and obligations to the company to which it is merged. At the same time, rights and obligations are transferred without a transfer act (clause 2, article 58 of the Civil Code of the Russian Federation).

Stage 3. Holding general meetings, making decisions on liquidation in the form of affiliation, other actions

At general meetings, which are held in each company participating in the procedure, issues of reorganization with subsequent liquidation are discussed, voting is held (open or closed). The decision that the firm will be reorganized must be made by all (100%) of the participants, who must vote in the affirmative. The decision must be recorded in the minutes of the meetings.

P. 1, Art. 60 of the Civil Code of the Russian Federation provides for the obligation, after making decisions, to notify the registration authority of the upcoming reorganization (Article 13.1 of the Law on State Registration of Legal Entities and Individual Entrepreneurs of 08.08.2001 No. 129-FZ). After that, information about the upcoming reorganization is published in the media (twice, within 2 months).

The tax authority with each of the merged firms reconciles the calculations for taxes, fees, penalties, etc. (subclause 11, clause 1, article 32 of the Tax Code of the Russian Federation), after which a reconciliation report is drawn up, which reflects information on the presence or absence of debts for specified payments.

In addition, the merging firms must send to the FIU:

• information about each insured employee;
• data on insurance premiums that have been accrued and paid;

• register of workers who are insured.

Additionally, merged firms must notify creditors of their forthcoming reorganization (clause 1, article 60 of the Civil Code of the Russian Federation).

Stage 4. Holding a joint meeting to approve the charter of a single organization, select management bodies

For the final completion of the procedure, a joint meeting of all the firms participating in the reorganization process must be held. The procedure for initiating and holding a joint meeting is not much different from the procedure for organizing a meeting of participants of one company. However, it must be taken into account that the procedure for holding a joint meeting is stipulated in the accession agreement. It is important to notify the participants of all firms participating in the reorganization, to maintain a quorum for decision-making.

At the general meeting, the charter of the company is approved (by amending the existing one), to which other organizations have joined, management bodies are elected (clause 3 of article 53 of the Federal Law No. 14).

The manner in which the meeting is held is determined by the accession agreement. All participants are notified by mail, by registered mail. Decisions are made by voting. More than 2/3 of the votes are required to adopt the charter, and more than 3/4 of the votes to elect the governing bodies. The results are recorded in the protocol.

Stage 5. Amendments to the Unified State Register of Legal Entities

According to paragraph 4 of Art. 57, paragraph 1 of Art. 60.1 of the Civil Code of the Russian Federation, state registration of the merger can be carried out after the deadline for appealing the decision on merger has expired (3 months from the date of registration of the start of the reorganization).

The regulation according to which registration is carried out was approved by order of the Ministry of Finance of Russia dated September 30, 2016 No. 169.

The tax authority at the place of registration of the company, to which other organizations join, is submitted:

• application in the form R16003 (termination of the activities of those organizations that are joining), the form of which was approved by order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6 / [email protected]
• accession agreement;
• an application in the form P13001 (amendments to the constituent documents, approved by the order of the Federal Tax Service indicated above);
• minutes of the general meeting;
• new charter;
• a document confirming the payment of the fee (800 rubles);
• application in form 14001 (amendments to the information about the legal entity, approved by the order of the Federal Tax Service indicated above).

The registration period is 5 days.

Thus, the procedure ends with the formation of a single firm, which, as a general rule, includes participants in affiliated firms, combining their shares in the authorized capital. The following steps will help you get an idea of ​​the sequence in which you need to proceed when reorganizing a company by merger.

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Reorganization of LLC in the form of merger

Reorganization in the form of affiliation is one of the popular options for liquidating a company. Its essence lies in the termination of the work of one or a group of companies with the transfer of rights and obligations to an LLC acting as a successor. Often, affiliation helps several organizations to combine the available statutory funds to achieve greater efficiency in the use of assets. In addition, reorganization is sometimes used as an alternative to classical liquidation. How is this process organized? To what extent is such a step justified? What are the features of the procedure you need to know? Let's consider these points in more detail.

Is joining an LLC relevant?

Today, there are several ways to reorganize, and one of them is to join the company. The peculiarity of the methodology is that the rights and obligations that belonged to one legal entity are transferred to the other side. As a rule, this procedure is beneficial to all participants, and its purpose is to attract additional funds, improve the composition of personnel, develop business and increase profits.

The advantages of reorganization in the form of accession include:

• Minimum requirements for paperwork. To carry out this procedure, there is no need to issue certificates of the absence of debt to the PFR and the FSS. At first glance, this advantage seems insignificant, but in practice, paperwork can take a lot of time and effort.
• Less state fees. Compared to a merger, reorganization in the form of a merger requires less expenses for the payment of state duty - no more than 1,500 rubles (against 4,000 rubles in the event of a merger).

• Emergence of additional risks expressed by subsidiary liability. If during the operation of the LLC has already managed to accumulate debts, after the procedures are carried out, the former founders take responsibility for them.
• The incorporation of a company includes many steps that must be taken into account in the reorganization process.

If the LLC has no debt, the merger option looks very preferable, because it can save time and money.

Reorganization in the form of accession: step by step

To avoid mistakes, there should be a step-by-step instruction at hand, with the help of which you can quickly and without additional costs carry out all procedures. The process of joining the company takes place in several stages.

Preparation of papers and decision making

The first step is to gather the members of the company to make a decision to join the LLC, as part of the process of reorganizing the enterprise. An agreement is also drawn up here, where the main stages of the procedure, the amount of the authorized capital, the principles of cost distribution, the head of the accession process and other nuances are considered.

At this stage, an application-notification of the future application of the reorganization methodology is prepared, it is notarized, and a message is issued about the start of the process.

Submission of papers to registering structures

All legal entities participating in the merger must notify the tax service at the place of residence about this process within three days from the date when the decision to reorganize was made. To solve this problem, the following papers must be transferred to the tax service:

• Message (to be filled in according to the C-09-4 form).
• A decision taken at the general meetings of the companies involved in the merger process.
• Other papers subject to the requirements of the territorial structure.

In the same period, the tax service must receive an application to activate the reorganization process. The Federal Tax Service has three days in reserve to issue a document confirming the beginning of the connection. In the same period, information is entered into the Unified State Register of Legal Entities.

Notification of credit institutions

A legal entity within 5 days from the date of receipt of the certificate must inform creditors about this procedure. The message is made in writing and sent by mail with a mandatory notification of receipt. In addition, the main condition is an inventory of the papers enclosed in the parcel.

Publication in the media

As soon as the creditors are informed, you can proceed to the next stage - the publication of information about the reorganization through accession in the state registration bulletin. The burden of filing the notification usually lies with the LLC, and the publication itself is organized twice. A month must pass from the moment the information is published in the first issue. In rare cases, the journal that publishes the news needs confirmation in the form of minutes of the general meeting on accession.

Obtaining the consent of the antimonopoly structure

If the assets of the LLC participating in the reorganization are more than seven billion rubles, it is worth contacting the antimonopoly authority and obtaining approval for the reorganization procedure in the form of a merger. This procedure takes 30 days from the date of submission of papers.

Inventory of property, as well as execution of the deed of transfer

As soon as the notification is made and the antimonopoly authority has given its approval (if it was required), the process of inventorying the LLC's material assets, as well as obligations in each of the organizations participating in the process, is organized. According to the information obtained as a result of the inventory, the participants draw up a deed of transfer and sign it.

At the same stage, the founders of the company involved in the reorganization gather. The result of such fees is the introduction of amendments to the constituent papers in relation to the accession of the LLC. Further, adjustments are made to the constituent papers that relate to the connection of new founders, as well as an increase in the authorized capital. In addition, the meeting selects the bodies that receive the authority to manage the newly created company. The results of the meeting must be recorded in the minutes.

Preparation of additional documents

This bureaucratic procedure is not completed. To register the amendments made to the constituent papers of an LLC, an impressive package of papers is submitted to the state registration authorities, namely an agreement on accession, a deed of transfer, minutes of the meeting of all companies participating in the accession, as well as a decision on reorganization (general and separately for each LLC ).

In addition to the documents mentioned above, you will need:

• A copy of the notifications from the log that informs about the join process.
• Copies of papers confirming that creditors have received information about the start of the reorganization process.
• Application for making amendments about the company in the Unified State Register of Legal Entities (form - 14001).
• Application for state registration of amendments in the constituent papers of the main company (form - 13001).
• Application to stop the operation of the connected company (Form - 16003).

State registration of adjustments

As soon as the information has passed through the media and a secondary publication has been organized, it is possible to submit to government agencies an application to amend the charter of the LLC, which takes on the role of the main company. At the same stage, an application is submitted to the registration authorities for the termination of activities (liquidation) of companies joining the main LLC. When passing this step, the package of papers considered earlier is used. With regard to applications drawn up on forms 14001, 16003 or 13001, this point must be notarized.

Taking into account the current rules, a new entry appears in the Unified State Register of Legal Entities within five days, confirming the fact of joining the group of companies. On the basis of this document, the registering structure transfers the necessary package of papers, and the reorganization process itself is completed.

The subtleties of the organization of the process

During the reorganization, some legal entities must be prepared to fulfill a number of additional requirements:

• As noted, if the amount of assets of the merging LLC exceeds 7 billion rubles, the approval of the reorganization by the Federal Antimonopoly Service is required. There are other norms that oblige to undergo coordination procedures with the antimonopoly authority (they are prescribed in the legislation).
• If the specifics of the work of the connecting enterprises require obtaining a license, the connection process is available only after obtaining this document. This rule applies to companies that are engaged in communications, sell alcohol, carry out insurance activities, and so on. The legislation clearly spells out the time frame in which it is required to re-register the documentation.

The connecting company has the right to obtain a license in the case when the mandatory conditions of its operation remain unchanged. A similar action must be taken in the case when the license is already in hand, but concerns another territory.

• legally registered intellectual work , it is also impossible to do without re-registration of the copyright holder.

What are the possible violations?

In conclusion, it is worth highlighting the mistakes that many LLCs make in the process of reorganization. This category includes situations where the decision to join was made by a body not authorized for this, or the rights of one (several) shareholders were violated. In such situations, the registration may be invalidated.

It is also worth considering that even after the completion of the merger, there are risks of litigation if there is a lack of information in the Unified State Register of Legal Entities, including on covering losses. If the court decided that the process led to a decrease in competition, the LLC may be reorganized or liquidated.

Liquidation of an LLC by merger - step by step instructions in 2016-2017

An LLC may be liquidated by merging with another existing Company. Our lawyers have prepared for you step-by-step instructions for liquidating an LLC by merging.

This procedure is the process of terminating the activities of one or more LLCs with the transfer of all rights and obligations to the successor organization. The liquidated LLC is excluded from the Unified State Register of Legal Entities, all obligations are transferred by succession to another LLC.

It must be remembered that all debts of the liquidated Company are transferred to the successor organization.

Liquidation by accession includes several mandatory steps:

• Preparation of a preliminary package of documents
• Sending documents to the IFTS
• Notice to Creditors
• Publication in the media
• Obtaining consent from the FAS
• Taking inventory
• Holding the second general meeting of participants
• Preparation of the final package of documents

PREPARATION OF PRELIMINARY PACKAGE OF DOCUMENTS

At this stage, a general meeting of the founders of the affiliated and the main company is held. The purpose of the meeting is to make a decision to conduct the accession process and approve the relevant agreement.

SENDING DOCUMENTS TO IFTS

Within three days from the date of the decision to join, it is necessary to notify the tax authority at the place of registration. Required to provide:

• communication in the form C-09-4 and the corresponding decision
• application-notification of reorganization and the corresponding decision

After three working days, the tax authority is obliged to provide a certificate of the commencement of the accession procedure with a corresponding entry in the Unified State Register of Legal Entities.

NOTICE TO CREDITORS

Within five working days from the date of receipt of the certificate, each of the Societies participating in the process must notify in writing of the accession all creditors known to it. It is recommended that the message be sent by mail with a return receipt and a description of the attachment.

PUBLICATION IN MEDIA

OBTAINING CONSENT FROM FAS

If the assets of the companies being reorganized according to the latest balance sheets exceed 7 billion rubles, then in accordance with the law “On Protection of Competition”, it is necessary to obtain the consent of the antimonopoly authority for such actions. The decision must be made no later than 30 days from the date of submission of documents, however, the consideration period may be extended.

INVENTORY

Within the framework of all companies, an inventory of property and obligations is carried out with the drawing up of a deed of transfer.

HOLDING THE SECOND GENERAL MEETING OF PARTICIPANTS

A general meeting of the Society's members is held. The results are drawn up in the form of a protocol. At the meeting:

• changes are made to the constituent documents of the main company related to the entry of new participants and an increase in the size of the authorized capital;
• the governing bodies of the main society are elected.

PREPARATION OF THE FINAL PACKAGE OF DOCUMENTS

For the state registration of changes in the constituent documents of the successor company and the liquidation of the merging company, the following package of documents is required:

• decisions on the reorganization of each company
• application form 16003
• application form 14001
• application form 13001
• minutes of the general meeting of the companies being reorganized
• accession agreement
• deed of transfer
• copies of messages from the "Herald"
• copies of documents confirming receipt by creditors of notifications about the beginning of the procedure

Within fifteen days, an entry is made in the Unified State Register of Legal Entities on the liquidation of the affiliated legal entities and the registration authority issues the necessary documents.

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Reorganization step by step instructions

Using the program PDPRYUL, you need to reliably enter all the data and at the output you will receive a ready-made application form.

MIFNS No. 46 in Moscow is located on the territory of a complex of buildings along with IFTS No. 33, MIFTS No. 45,46,47,48,49 and 50, in building No. 3.

Re-registration of real estate during reorganization

Ownership of real estate objects transferred in the order of reorganization to the successor company must also be registered with Rosreestr, that is, to obtain new certificates of ownership of the successor company.

To do this, the successor enterprise pays the state duty for registering ownership of each object and submits to Rosreestr documents confirming the reorganization of the legal entity, certificates for objects issued to the previously reorganized legal entity, the transfer deed and a transcript to it, which just contains a description of each object ( Letter of the Federal Service for State Registration, Cadastre and Cartography dated December 22, 2011 N 14-8339-GE). Then the successor company receives certificates from Rosreestr, which are the final confirmation of its ownership of real estate objects.

Reissuance of licenses, permits, intellectual property in connection with the reorganization of a legal entity

If the reorganized company carried out activities subject to licensing and the successor company intends to also carry out these types of activities after the reorganization, then the successor company must reissue the licenses and permits of the reorganized company. The specific terms and procedure for reissuing licensing and permitting documentation for each type of activity are regulated by industry legislation (Federal Law "On Communications", "On Subsoil", "On Education", "On State Regulation of the Production and Turnover of Ethyl Alcohol, Alcoholic and Alcohol-Containing Products and on the Limitation consumption (drinking) of alcoholic products , etc.). But there are a few common points.

As a rule, certain deadlines are set for reissuing licenses and permits after the reorganization. The transfer applicant is the assignee. When re-issuing, you must pay a state duty. Re-issuance of licensing and permitting documentation for the successor company is possible while maintaining the conditions that are mandatory for conducting a certain type of licensed activity.

If the rights to the intellectual property of the reorganized company, issued in the form of certificates for trademarks, patents, license agreements, have passed to the successor company, the successor company must apply to Rospatent with an application to amend the right holder in the relevant state register (patents, trademarks), paying while the state duty. To re-register domain names to a successor company, the successor company must send information about the reorganization to the domain name registrars to make changes to the registries of domain name owners.

Transfer \ re-registration of employees during the reorganization of the enterprise

The transfer of employees of the reorganized company to the successor company can be carried out in two ways or a combination of them. The first way is to fire employees from the reorganized company and hire them the next day in the successor company. This procedure is carried out until the legal completion of the reorganization.

The second way - after the reorganization, to issue an entry in the work books of the employees about the reorganization of the company. In accordance with Part 5 of Art. 75 and part 6 of Art. 77 of the Labor Code of the Russian Federation, an employee may refuse to continue his work in the event of a company reorganization. Accordingly, in order for employees to exercise this right, it is advisable to warn them of the upcoming reorganization by issuing an order on the reorganization of the company, which they will be familiarized with against signature. If, before the reorganization, the company's employees express a written refusal to continue working in the enterprise after the reorganization, labor relations with them are terminated under paragraph 6 of Art. 77 of the Labor Code of the Russian Federation. The rest of the employees after the reorganization continue their work, and on the basis of the order of the successor company, an entry about the reorganization is made in the work book . Recording example:

"Limited Liability Company "Dolce" (LLC "Dolce") "____" August 2014 was reorganized by joining the Limited Liability Company "Gabana" (LLC "Gabana").

Order N _____ dated _______

LLC REORGANIZATION SERVICES

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