Merger of law firms. Final financial statements of predecessor companies

Small businesses often find it difficult to stand on their own in the face of tough market competition, so they are forced to either cease their activities or look for other ways of organizing work.

One of these ways is to reorganize the enterprise, that is, to change its organizational and legal form.

For small enterprises, the most appropriate option would be to turn to such a form of reorganization as a merger.

It allows you to combine the property of several organizations and create one large enterprise on their basis.

The merger of organizations has its own characteristics and advantages over other forms of reorganization, which consist in the necessary documents, as well as in the consequences for the owners and staff.

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Business mergers and their consequences

One of the forms aimed at consolidation, reorganization of a legal entity is the merger of enterprises.

This form is a process as a result of which several operating enterprises cease their activities, and on their basis a completely new legal entity is created.

The consequences of the merger will be the following events:

Two (or more) enterprises will officially cease their activities and will be deregistered.
An entry on the registration of a new legal entity will appear in the Unified State Register of Legal Entities.
All rights and obligations, as well as property and debts of the liquidated enterprises will be transferred to the newly created one.

Merger of firms is also often used as an alternative liquidation, since it helps to quickly terminate the activities of unprofitable companies.

Which shape should you choose?

Mergers and acquisitions are two similar forms of reorganization, but while there are many similarities, they also have significant differences.

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Therefore, the choice between them largely depends on the characteristics and characteristics of specific enterprises.

Merger is the only form of reorganization, as a result of which information about the new enterprise is not entered into the Unified State Register of Legal Entities.

On the contrary, one or more legal entities are removed from registration records.

In this case, all property and debts as a result of the closure of an LLC through a merger of enterprises are transferred to the legal successor, the organizational and legal form of which does not change.

Another feature of the accession is the fact that in order to carry it out, you do not need to receive a certificate of the absence of debts from the Pension Fund of the Russian Federation.

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Often, it is the absence of this document that is the basis for refusing to reorganize.

It brings together all the assets of predecessors and allows you to start new activities more efficiently, with big amount opportunities.

In general, the merger procedure is easier than the merger of an LLC. However, the first form may violate the rights of participants, and the second provides the maximum equal opportunities for all reorganized enterprises.

Merge Conversion Step-by-Step Instruction

Since at least two business entities are involved in the merger of organizations by merger, the algorithm of actions will be somewhat different from all other forms:

Stage 1. At this stage, all participants in the reorganization hold general meetings of owners and, by voting, decide on the reorganization. The results are documented in a protocol (if there are several owners) or in the form of a decision on reorganization (if there is only one owner). Also, each company must conduct an inventory of assets, draw up a deed of transfer and take care of paying off its debts.

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Stage 2. Conducting a joint meeting of the participants in the reorganization, which is attended by representatives of each company. At this stage, it is necessary to sign the final decision on the reorganization (in the form of a merger agreement), develop and approve the draft charter of the newly created enterprise, and also, on the basis of the data submitted by the companies, form a general deed of transfer.

Stage 3. Notifying the registration authority of the decision to merge. For this, the participants in the procedure are given three days from the moment of signing the agreement (agreement) on the merger.

Stage 4. Notification of all known creditors. These actions must be taken by all participants in the reorganization, when the company is merged with debts. Notification occurs in two ways:

by sending appropriate notifications by mail;
by publishing a message in the media (in the Bulletin, at least twice).

It is also necessary to take care of the repayment of all debts to the tax inspectorate and off-budget funds, in particular, to the Pension Fund of the Russian Federation. All known debts and claims must be settled before the completion of the merger.

Stage 5. Package feed required documents to the registering authority to start the reorganization procedure.

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Stage 6. Registration of a new enterprise in the Unified State Register of Legal Entities and obtaining documents confirming the merger procedure.

The time frame for a merger usually ranges from 2-3 months to six months, depending on the size and specific types of enterprises being reorganized.

Required documents

The list of documents required for reorganization by merging of documents can be divided into two groups:

Documents prepared by enterprises before reorganization. These include:
1. Application form P12001, necessarily certified by a notary. This document indicates the form of reorganization, the number of participants in the procedure, as well as the number of enterprises that will be formed after the completion of the procedure (in this case, one).
2. The charter of a new enterprise, which must be developed and approved at the stage of the owners' meeting. Two copies of this document are submitted to the registering authority, one of which is returned after. For registration of the charter are presented General requirements: it must be stitched and numbered.
3. A deed of transfer is a mandatory document for a merger, and it must be drawn up by all enterprises that participate in the reorganization. The act must contain information about the amounts of accounts payable and receivable, as well as the amount of property that is transferred from each company to the new company. The approved form of this document has not been established, it can be drawn up in the form of a regular balance sheet or by simply listing all assets.
4. Antimonopoly Committee permission. This document is required only if the total assets of enterprises or proceeds from sales exceed the statutory limit.
5. Documents confirming the notification of creditors. These can be receipts of payment for letters sent to them, as well as copies of the pages of the Bulletin.
Merger agreement signed by the participants at the general meeting. This document defines the conditions and rules for the reorganization, as well as the procedure for exchanging shares of old enterprises for new ones.
Minutes of joint holding of the meeting of owners of enterprises.
A certificate from the FIU on the absence of arrears, which must be received by each participating enterprise.
Receipt for payment of the state duty (its size is 4000 rubles).

Documents to be received as a result of the reorganization. These papers are issued by the tax office:

LLC merger charter;
documents on the deregistration of enterprises;
certificate of state registration;
documents on tax registration of a new company;
extract from the Unified State Register of Legal Entities.

After that, the new enterprise can start its work in accordance with the chosen type of activity and available opportunities.

Personnel component

In any form of reorganization, changes in the company will affect such an element of the enterprise as personnel. The merger is no exception; some personnel changes will also occur in this case.

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What will happen to employees in the event of a merger of organizations by merger?

It is worth highlighting several rules for the reorganization that directly relate to employees:

None of the forms of enterprise reorganization provides for the dismissal of employees. Therefore, such an event cannot be the basis for terminating the employment contract with them (by the employer).
Before the reorganization or after the completion of the procedure, employees have the right to resign, stating as the basis such a reason as a change in the owner of the enterprise or its organizational and legal form.
Employers are not required to notify staff of upcoming changes prior to a merger, but it is best to do so (in writing) after the merger is complete.
In an organization that is formed as a result of the reorganization of a legal entity by merger, a new one must be adopted. staffing table... Duplication of responsibilities is also inevitable, so some employees may be transferred to new positions or fired due to staff cuts.
In the event of changes in working conditions, additional annexes to the employment contract must be adopted and signed and appropriate entries made in work books employees.

Obviously, in most cases, layoffs are inevitable anyway. According to the labor code, employees cannot be fired due to reorganization. structural units through a merger, however, after the completion of the procedure, the management of the new enterprise will be able to legally reduce the staff.

Debts of participants and final reporting

Before carrying out the procedure, each reorganized company must prepare final financial statements, the date of which will be the day before the record of the merger in the Unified State Register of Legal Entities. This includes the balance sheet, as well as profit and loss statements, movement Money and about capital changes.

Also, the Profit and Loss account must be closed, the funds from which are distributed by the decision of the owners.

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After the reorganization, all debts of the old companies are completely transferred to the legal successor.

If one of the predecessor enterprises had debts to the tax or funds, they will be transferred to the account new organization.

It is advisable to submit tax declarations to the reorganized companies, but this can also be done by their successor after the completion of the procedure.

An important point is the fact that the reorganization is not a basis for changing the periods for the payment of tax or the submission of reports.

The new company is obliged to submit all documents within the deadline established by law.

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Merger of the debtor and the creditor

Reorganization is one of the alternative ways to liquidate an LLC, and often it is caused by the debt of one enterprise to another.

However, it is also possible to carry out a merger - in this case, both participants will stop their work.

In a merger of companies, one of which has obligations to the other, the creditor and the debtor coincide in one person.

And this, in accordance with Art. 413 of the Civil Code of the Russian Federation, is the basis for the termination of debt obligations.

Civil Code of the Russian Federation. Article 413. Termination of an obligation by the coincidence of the debtor and the obligee in one person An obligation is terminated by the coincidence of the debtor and the obligee in one person, unless otherwise provided by law or follows from the essence of the obligation.

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Therefore, in this case, such a procedure for reorganizing the institution through a merger will lead to the cancellation of debts, and new company will be able to start from scratch.

The merger of two organizations into one is a form of reorganization that aims to create new, larger enterprises.

It is advisable to carry it out in cases where small companies or a debtor with a creditor want to unite.

In the first case, all participants will be able to organize a stronger and more competitive business, in the second - to receive mutual benefit and continue working without mutual obligations.

(St. Petersburg)

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Comments (1)

WHAT to offer people when reorganizing two firms: transfer or dismissal without compensation?

Julia, good afternoon.

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As I understand it, you want to offer people firing and then hiring. In this case, you interrupt continuous experience and people lose the seniority premium. It is best if you arrange a transfer in connection with the reorganization of the enterprise.

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Merger of two LLCs: step-by-step instructions

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Good afternoon, dear participants of the Regforum! I decided to tell you how I conducted the merger of societies with limited liability on my own experience. All the action took place in the period October – February 2015–2016.

The material is relevant for 2018.

Free legal advice:

The case was like this: there were 4 different LLCs. It was required to merge the companies with the creation of a new legal entity, with the transfer of all rights and obligations from the liquidated Companies to the newly created one. The main objective of the merger was the restructuring of the group's assets.

The initial data were as follows: In two Companies there were 2 identical founders - individuals who had 50% of shares in authorized capital, in two other societies - the same founders, but each had 1/3 shares, and 1/3 was not distributed by the society. In three LLCs there was one and the same director, in the fourth there was another.

Unfortunately, I did not find it on the Regforum detailed guidance how to proceed, and decided that this information would be useful to users.

So now for step by step instructions. Conventionally, the whole procedure can be divided into 2 stages.

Stage 1

We hold a meeting of participants and create documents for filing a notice of the beginning of the reorganization procedure. The agenda was determined everywhere the same - the decision to merge the Societies with the creation of a new society. The meeting for each organization was drawn up by minutes, since each society had two founders.

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For each organization, the minutes were not certified by a notary, because the charter allowed the minutes to be certified with the signatures of the founders who were present at the meeting.

In addition, we made the minutes of the general meeting of participants of all the Companies participating in the reorganization. As a result, we got 5 protocols. All protocols were drawn up in one number.

Then we filed form 12003. No fee is required for this type of registration. Protocols for each organization were attached to this form. In the form, Sheet A was completed for each organization that participated in the merger.

The applicant in this type of registration was the head of the LLC, which was appointed by the participants in the general protocol, as the organization responsible for submitting documents to the registering authority.

So, at the first stage, we submit to the registering authority:

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protocol / decision on reorganization in relation to each participant in the merger;
general minutes of the meeting of participants of all companies, at which the issue of creating a new LLC by merger is decided.
form P12003 certified by a notary.

After 5 days from the date of submission of documents, the registering authority issues a record sheet that the organizations are in the process of reorganization.

Stage 2

Having received the record sheet in our hands, we go to advertise in the newsletter state registration, we pay for publications and we are assigned two release dates for publications. We count 30 days from the moment of repeated notification and prepare a new package of documents for submission to the tax office.

We have to do:

deed of transfer;
merger agreement;
pay a fee of 4000 rubles for the creation of a new Company;
close all reports on the FIU,
close all bank accounts;
to make a general minutes of the meeting of participants of all Companies;
draw up a form P12001 and certify it with a notary.

I’ll tell you the main intrigue of the P12001 form right away. The nuance was as follows. In the form sheet O (the sheet that is certified by the notary), information about the applicant is indicated. This is where the question arose: the applicant should be one person or each LLC that participates in the merger? Despite the fact that in three LLCs the manager was the same person. Sheet O in the form P12001 (as, in principle, in any form) does not allow identifying which LLC the applicant is from. Our tax registrars also found it difficult to answer this question. It was decided to proceed formally and complete sheet D for each participant in the merger. As a result, we got three identical sheets O, certified by a notary, where the applicant was the same person J I note that all directors also had to be brought to the notary at the same time.

At the same time, what is interesting, although all 4 companies are the applicant, only one applicant submitted the documents - the head of the LLC, who was identified in the protocol. The fee of 4,000 rubles (since the registration of a new LLC is in progress) was also paid by the director of the LLC, which submitted documents for registration, on his own behalf as an individual.

Free legal advice:

The merger agreement is a typical document, the main provisions are template. Here it is worth paying attention to the order of who will be responsible for the submission of documents; you can also reflect other organizational points here.

Just in case, they attached reports on the FIU for all four companies that all reports were closed. Otherwise, the tax office could request information from the FIU and refuse registration, due to not submitted reports or other "hangs". Also, all bank accounts in the companies were closed.

Do not forget that we provide two copies of the charter for the new company.

So, to summarize, then in the second stage we provide the following documents to the registering authority:

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deed of transfer;
merger agreement;
state duty in the amount of 4,000 rubles for the creation of a new society;
General minutes of the general meeting of participants of all companies;
form P12001.

The entire merge procedure went through without any problems. There were no refusals from the registering authority.

Quote from article

"We are counting 30 days from the moment of repeated notification and preparing a new package of documents for submission to the tax office."

Do you write at the beginning (if I understood you correctly) that you immediately held a joint meeting of the merged societies on the same day with the meetings held in each society? those. at the first stage. Previously, the joint meeting was held directly at the last stage.

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and yet, in the package of documents at the last (2nd stage for you) stage, you submitted, in addition to what you indicated, also: 1. Charter in new edition 2 specimens 2. Protocols from each company on the merger (which was also filed at the 1st stage) 3. PF certificates from each society 4. Copies of publications from the Bulletin, certified by the State Duma of the newly created society. thanks in advance.

Liquidation of LLC by merger

So, on the agenda is the issue of the merger of limited liability companies. A merger is understood as a process as a result of which a new legal entity is registered (a legal successor society), to which the rights and obligations of all companies participating in the merger are transferred. The latter, in turn, cease their activities with the exclusion of information from the Unified State Register of Legal Entities.

As can be understood from the above definition, usually the merger procedure is used for the purpose of business enlargement. However, quite often with the help of it, another goal is achieved - the alternative liquidation of the LLC.

Indeed, information about the company participating in the merger is excluded from the state register, the rights and obligations are transferred to the newly created person and the responsibility for their implementation falls on his shoulders. It would seem that this is the desired result. In practice, however, things are somewhat different. Let's take a look at the order of the merge procedure, and then figure out when it is justified to use it.

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The procedure for the reorganization of an LLC in the form of a merger

Stage 1. Preparation of the initial package of documents

The first step is to convene extraordinary meetings of the participants within each of the companies participating in the merger. At the meetings, it is necessary to prepare a decision on the merger, in which the following issues need to be resolved:

The last three documents are drawn up following a joint meeting of the founders of the companies participating in the reorganization. The results of the meeting are documented in the form of the minutes of the general meeting.

Further, it is necessary to prepare an application-notification on the beginning of the merger procedure, intended for the registering tax authority located at the place of business of the legal entity to be created. In addition, messages on the merger are drawn up in the C-09-4 form, by means of which the territorial tax authorities at the place of registration of each of the companies participating in the procedure are notified.

Stage 2. Submission of documents to the registration authorities

At this stage, there is a notification about the beginning of the reorganization of the registering authority; required:

application-notification drawn up at the previous stage;
decisions on the merger of all companies participating in the procedure.

In this case, the notification application must be notarized. After that, within three days, the tax authority is obliged to make an entry in the Unified State Register of Legal Entities on the beginning of the reorganization and issue a corresponding certificate.

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At the same time, documents are submitted to the territorial tax authorities at the place of registration of each of the companies; in addition to Form C-09-4, decisions of merger and additional documents, the composition of which must be specified individually.

The described actions must be performed within a period not exceeding three days from the moment the decision on the merger is made by the last of the participating companies.

Stage 3. Notification of creditors

Within five working days from the date of entry into the Unified State Register of Legal Entities of the beginning of the reorganization, each of the participating companies is obliged to notify all creditors known to him about the beginning of the procedure. The message of the merger must be sent in writing, and it is advisable to request an acknowledgment of receipt by mail.

Stage 4. Publication in the media

After the entry into the Unified State Register of Legal Entities about the beginning of the reorganization is made, the executive body (the body that undertakes the organization of liquidation is appointed at the joint meeting of the companies), twice with a monthly interval, submits an application for publication of a message on the beginning of the merger procedure in the journal "Bulletin of State Registration". The application form and the required documents can be found on the Vestnik website.

Stage 5. Obtaining the consent of the antitrust authority

In accordance with the federal law "On Protection of Competition" in the event of a merger of companies, if their total assets according to the latest balances exceed 3 billion rubles, or the total revenue for the calendar year preceding the year of the merger exceeds 6 billion rubles, or one of the persons-participants are included in the register of violators of the antimonopoly legislation, it is necessary to obtain the consent of the antimonopoly authority.

Stage 6. Inventory of property and drawing up a deed of transfer

As part of the merger procedure, an inventory of the property and obligations of each of the liquidated legal entities is carried out. Based on the data received, a unilateral (without the receiving party) deed of transfer is drawn up, which must be approved by all participants in the reorganization.

Stage 7. Preparation of the final package of documents

For the final state registration of a new legal entity (successor) and the liquidation of participating companies, the following package of documents is required:

an application in the form of state registration of a legal entity created through reorganization;
minutes of the joint meeting of participants in the reorganized companies (stage 1);
merger agreement (stage 1);
deed of transfer (stage 6);
the charter of the newly created company (stage 1);
copies of messages from the "Bulletin" (a photocopy of the title page of the magazine, the page with the message and the application form submitted to the bulletin);
copies of documents confirming receipt of messages by creditors (notification of delivery from the mail);
a document confirming the consent of the antimonopoly authority (if required);
a receipt for payment of the state duty (4000 rubles).

Stage 8. State registration of changes

The package of documents collected at the previous stage is submitted to the registering tax authority after re-publication in the Vestnik. In this case, the applicant can be either one of the heads of the created executive body, or the head of the company being created.

The form must be notarized. The notary may require you to provide the following documents:

certificates of registration of companies in respect of which changes are being made;
certificates of registration of the company;
certificates of state registration for the acting general directors of the companies in respect of which the changes are being made;
minutes of the decision on the appointment of the current general directors of these companies;
order on the entry into office of general directors (on the appointment to the post);
an extract from the Unified State Register of Legal Entities for companies participating in the reorganization (issued no more than a month ago).

The notary can expand the list of documents, so it is recommended to contact him in advance.

Five days after the submission of the prepared package to the registering authority, the latter issue documents for the liquidated and newly created company. From this moment on, the reorganization is considered complete.

So, the merger process is a rather complex and lengthy procedure. Is it worth getting involved in it in order to eliminate it? Let's find out.

When is the merger warranted?

First, you should pay attention to next moment: this method as well as accession, it cannot provide a 100% guarantee of avoidance of liability. Therefore, even if the former founders manage to merge a losing business with liabilities to creditors (which is unlikely in itself, since creditors may suspend the reorganization process and demand payment of penalties), this cannot guarantee a restful sleep. Former "owners" can be brought to subsidiary liability, and individuals will have to pay off debts with their own property. V a similar situation the best solution would be the bankruptcy of the LLC.

The merger, in our opinion, can be justified only if the company has a “clear conscience”, but there is no desire to wait and spend funds on voluntary liquidation. But even in this case, liquidation by merger looks more advantageous: the procedure for carrying out the last procedure is somewhat simpler, in addition, the necessary financial costs are less.

What to choose in the end is up to you.

Required documents

You can download samples of required documents from the links below:

Liquidation of an LLC with debts

How to close an LLC with debts? First, you need to understand what is meant by this concept. After all, it is not easy to find a company that does not have any debts to the state and business partners. It turns out that the liquidation of any company is the liquidation of an LLC with debts.

Procedure and stages of liquidation

The procedure for liquidating an LLC is regulated in some detail by the Civil Code Russian Federation(Civil Code of the Russian Federation), however, as practice shows, this does not bring clarity to the minds of average entrepreneurs. Let's try to fix this state of affairs.

Liquidation cost

So how much will it cost to liquidate an LLC? In fact, this is an extremely controversial question. First, let's try to understand what affects the final cost of the procedure. The second part of the page contains a table showing the dependence of the liquidation price on the chosen method. You can go to it right now.

Change of CEO of LLC

Change of the general director of an LLC is a complex procedure, which it is advisable to entrust to an experienced lawyer. The first step is to make a decision to re-elect the general director of the company. The decision is being made.

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Joining an LLC to an LLC step by step instructions with a description of each stage

Joining an LLC to an LLC step-by-step instruction 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 joining procedure

in the process, there is no need to obtain a certificate of full settlement with the Pension Fund of the Russian Federation and the Social Insurance Fund, which would mean checking the correctness of the calculations by these authorities and repaying the debt, which takes up to 2 months;
saving on state fees: when merging, you need to pay in rubles (as for registering a new legal entity), joining costs about rubles.

The disadvantage is succession, the essence of which is that the acquired company after the transaction bears all the risks of paying off the debts of the merged LLC, even if they were revealed after registration. The limitation period is three years. Therefore, merger is practiced as an alternative to the voluntary and official liquidation of a company without debts.

The 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 registration of a protocol in order to:

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

notification of the initiation of the merger by the Federal Tax Service Inspectorate within three days after the decision is drawn up by the last participant;
publication of a message about what is happening in a special magazine;

2 - ratification of the accession treaty, which stipulates:

key stages of the procedure and their timing;
size and features authorized capital after combining;
distribution of reorganization costs among the participants;
process manager and so on.

Stage 2 - notification of stakeholders

For the IFTS, you should prepare:

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

The documents are endorsed by EDS or signatures certified by a notary and sent to the IFTS at the place of registration of the 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 are published about what is happening in the "Bulletin of State Registration" with a monthly interval between them.

If the amount of assets (in accordance with the data of the latest balance sheets) of the companies is more than 3 billion rubles, the joining of the LLC to the LLC is expanded step-by-step instructions: the merger must be approved by the antimonopoly service.

Extrabudgetary funds are notified by return receipt letters.

Stage 3 - inventory

An inventory is a revision:

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

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

Upon completion of the inventory, the participants in the company draw up and endorse the deed of transfer.

Stage 4 - registration of accession

The joining of an LLC to an LLC step-by-step instructions regarding the formation of a package of documents for registering transformations in the IFTS provides for contacting the specified body with the following securities:

decisions on reorganization (from each participant plus joint);
an application for the termination of economic activity on behalf of the acquired company (form Р16003);
an application in the form No. Р14001 on changing the data of the register of the Unified State Register of Legal Entities;
an application in the form No. Р13001 on registration of amendments to constituent documents;
the minutes of the general meeting of the founders of the companies;
deed of transfer;
accession agreement;
constituent documents (Articles of Association);
receipt of payment of the duty;
confirmation of the notification of interested parties (copies of notifications 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 marked with tax officials.

Clarifications

In the process of accession, it is necessary to draw up a liquidation balance sheet. Sometimes several such interim 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 pay off before registering the reorganization.

Merger LLC step-by-step instructions are slightly different from the one presented above. Liquidation of an LLC through a merger leads to the creation of a fundamentally new business entity on the basis of closed companies. That is, none of the participants continues their economic activities. Therefore, registration of the closure of all participants and the opening of a new legal entity will be required.

If the bankruptcy of an LLC is assumed with its subsequent incorporation, then this is possible only with the participation of an arbitration court.

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

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In this article, we will analyze the situations in which it is necessary to reorganize the company, and also consider existing forms reorganization of a legal entity.

The concept and forms of reorganization of a legal entity

Reorganization of a company is the termination of the activities of one legal entity with subsequent legal succession. The result of this procedure may be the formation of one or more new legal entities, to which the rights and obligations of the enterprise that has ceased to exist are transferred.

There are various reasons for the reorganization of the company. For example, to expand a business or to get a company out of a crisis situation. Reorganization is often used to reduce tax costs. The basis of the enterprise reorganization procedure is universal succession, according to which in a special way all the property, obligations and property rights of the company that has ended its activities are transferred to new legal entities.

5 forms of reorganization of a legal entity

Merger of legal entities. This is the process of combining two or more legal entities into one new enterprise, in connection with which their legal existence ends. All liabilities and assets are transferred to the new organization under the transfer and acceptance certificate.
Accession. A legal entity (or several legal entities) ceases to operate upon merger, transferring liabilities and assets to a new company. The status does not change, since the reorganization implies taking on the obligations of the affiliated company, which is fixed by the introduction of amendments to the charter.
Separation. The existing legal entity ceases to operate. Further, new companies, formed from the previous firm, begin to function, and its liabilities and assets are transferred under a separation act.
Selection. The legal entity is not closed, only several new organizations are created, to which the a certain part responsibilities and assets of the parent company.
Transformation. The reorganization of a legal entity in the form of transformation assumes that the enterprise changes its organizational and legal form, but the rights and obligations remain the same.

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When a reorganization of a legal entity is required

As a rule, in practice, reorganization is carried out when the owners of a successful company want to move to new stage development, take a leading position and increase profitability.

In life, this is a rather unsafe decision, its economic justification is in doubt. This is due to the fact that the reorganization procedure involves a certain number of market, financial and production risks. Therefore, it is necessary to calculate so that the reorganization of a legal entity provides a profit that can recoup the associated risks and costs.

When it comes O small company, it is often more profitable to close the old firm rather than reorganize it. Therefore, first of all, you should ask yourself: “Will this decision be justified? And if so, where do you need to start? "

There is an opinion that in order to make a decision on the reorganization of a legal entity, it is recommended to conduct a SWOT analysis, which will help to identify the strengths and weak sides enterprises. But this option does not give specifics and real awareness of future decisions. Therefore, it is better to use other methods of analysis, such as BCG or General Electric.

According to BCG matrix, all firms, depending on the rate of market growth and share, can be classified into 4 groups:

Outsiders of the market, "dogs" - their market share and growth rates lag behind the market average, so they need to be reduced, not reorganized.
Cash cow companies are characterized by low growth rates but a large market share. In the best way reorganization will be separation. This will enable the start-up businesses to become more viable.
Market leaders, "stars" - can become more successful if the reorganization is carried out prudently and accurately.
Wildcats are companies with a small market share but high growth rates. In case of a successful reorganization, they can become "stars".

According to the BCG matrix, possible following models reorganization:

for "dogs" - you can reorganize marketing processes with subsequent niche or liquidation, in the form of sale or closure of the company;
for "stars" - it is necessary to reorganize internal processes in order to increase the efficiency of investments and reduce costs;
for “wild cats” - a complex reorganization is possible in order to expand the investment flow, designed to strengthen the positive features that affect competitiveness and eliminate the shortcomings.

This simple method is considered not deep enough, but it will be especially convenient for companies that do not have a marketing department. For more advanced firms (especially in the retail market), the General Electric (GE / McKinsey) model will be the most appropriate and accurate.

This model implies an analysis of the market prospects of a legal entity based on two main parameters: the attractiveness of a particular market and the competitiveness of the goods offered.

In the GE matrix, competitiveness is assessed, taking into account the presence in the company of consumers who are adherents of either the firm itself or its products, highly qualified employees, the effectiveness of the organization, the uniqueness of the proposal, etc. In order to assess the attractiveness of the market, it is necessary to assess the specifics of competition, growth rates, etc.

Reorganization of a legal entity: step by step instructions

Termination of a legal entity in the form of reorganization: step-by-step instructions

Step # 1. We formulate a decision on liquidation.

In case of liquidation of a limited liability company with one manager, it is necessary to create a "Decision of the sole participant on liquidation". This document includes a regulation on liquidation, information on the composition of the commission, passport data of participants.

If it is planned to terminate a legal entity with several founders, it is necessary to have the minutes of the general meeting of the participants of the commission for the closure of the organization. The protocol is drawn up on the official letterhead of the enterprise with the obligatory introduction of the following points:

the reasons for liquidation, the date of the decision;
the obligation of the head to send a notification to the regulatory authorities about the termination of activities;
decision on the formation of the liquidation commission, approval of its composition, transfer of powers;
discussion of the order of liquidation of the organization;
the results of voting on the issue of termination of activities (written "unanimously").

After drawing up the protocol, all members of the commission must put their signatures.

Step # 2. We inform about reorganization in the form of liquidation of the company to the tax office.

You need to send a notification to the tax authorities within three days from the date of the decision. If the deadlines are not met, the organization will be fined. In addition, it is necessary to inform the tax office in which the limited liability company was registered. To do this, draw up a notice of liquidation of a legal entity in the P15001 form and certify it with a notary. The notification can be sent to the tax office in the following ways:

personally;
send a document through the portal of public services;
send by mail by registered mail with a list of attachments.

In 5 days, the tax office will prepare an extract from the Unified State Register of Legal Entities. After that, notifications must be sent to the Pension Fund and the Social Insurance Fund within 5 days. For correct filling documents, it is recommended to contact the inspectors of these institutions.

Step # 3. We publish information on the liquidation of a legal entity in the "Bulletin of State Registration".

Then it is necessary to publish in the "Bulletin of State Registration" information that the organization is in the process of liquidation, in order to notify your counterparties about the plans to close it. This announcement should indicate the timing of the fulfillment of obligations to creditors. If the counterparties have claims against a legal entity, then they are given at least two months to present them. It is recommended to resort to the following ways notifications to counterparties and creditors:

mail;
certified letter with acknowledgment of receipt;
courier delivery with notification.

Step # 4. We carry out an inventory and draw up an interim liquidation balance sheet.

For this, a special commission is appointed. After the end of the inventory, it is necessary to form an interim liquidation balance sheet. Please note that the work on drawing up the balance can begin no earlier than two months after the publication of the announcement in the State Registration Bulletin. The balance sheet must reflect the results of the inventory and the claims of creditors. Then you need to collect and send to the tax office the following package of documents:

the protocol of approval of the interim balance sheet upon liquidation of a legal entity;
directly the interim balance;
notice of LLC liquidation, certified by a notary;
a copy of the announcement posted in the "Bulletin".

Step # 5. We deal with current debts.

Firstly, this is the salary and all other compulsory charges for the personnel of the organization. Then tax deductions and payments to the budget. After all debts are closed, the final liquidation balance sheet should be formed - the funds remaining after payments and repayment of debts. The balance sheet results must be sent to the tax authorities. If, after all operations, the legal entity still has money in the account, it will be distributed as follows:

transfer of profits received and distributed, but not yet paid;
distribution of the remainder in proportion to the shares on the part of the participants.

Step 6. We form the final package of documents.

For the penultimate stage of liquidation of a legal entity, it is necessary:

submit an application in form 16001 for state registration of the organization in connection with its liquidation;
pay the state fee;
provide the liquidation balance sheet of the company;
form a decision on the approval of the liquidation balance sheet;
make sure that creditors have received confirmation of the liquidation of the company.

Step 7. We close the current account of the company.

If the documents are accepted, no errors and arrears will be revealed, then you can proceed to the last stage- closing the current account. If you close the current account earlier, and then it turns out that you are a debtor, you will have to open a current account again. This will entail unnecessary time, money and moral costs, creating additional difficulties. Banks are not interested in interacting with legal entities that are in the process of liquidation. You should be especially careful, as shortcomings are punishable by fines.

Due to the fact that liquidation of a company is a long and difficult process, the founder, without having the appropriate knowledge, can make gross mistakes that can lead to difficulties in the future.

As a rule, violations arise due to ignorance of the legislative regulations and due dates. Sometimes there is punishment for trying to avoid making amends.

But these are all minor misdemeanors, compared to the consequences that may arise if the concealment of the payment of taxes or existing property from creditors is revealed.

An even more serious violation is the deliberate bankruptcy of a company. Similar offenses can lead to criminal liability.

Reorganization of a legal entity in the form of transformation from CJSC to LLC

Step # 1. It is necessary to hold a general meeting of shareholders. According to the Federal Law of 26.12.1995, No. 208-FZ "On Joint Stock Companies", Article 20, Clause 3, shareholders must hold a meeting at which decisions will be made on changes to the organizational and legal form. Based on the results of the voting, a document will be generated, which may contain the following information:

Company name;
location of the company after reorganization;
the procedure and conditions for reorganization;
the procedure for exchanging shares for shares of participants in the authorized capital;
sole ( general manager) or a collegial executive body of a legal entity;
the appointment of a person responsible for carrying out the transformation of the company;
approval of the deed of transfer with the attached deed of transfer;
approved constituent documents of the new legal entity with attached constituent documents.

Step # 2. Preparation of an application for re-registration of a legal entity. For example, in order to transform a closed joint-stock company into a limited liability company, it is necessary to draw up and certify with a notary an application in the p12001 form on the registration of the company, which will arise after the reorganization. The document is drawn up in writing on behalf of the director of the CJSC as follows:

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

The applicant's signature must be certified by a notary, and his identity and authority must be verified. To do this, the head needs to present a passport and a package of documents for a CJSC that is in the process of reorganization:

certificate of state registration and taxpayer identification number;
"Fresh" extract from the Unified State Register of Legal Entities, for a period not exceeding 30 days;
the charter in the current edition;
document on the appointment of the applicant as a director of the CJSC;
decision to reorganize the company.

This package of documents will only be needed from a notary, it will not need to be attached to the application on the p12001 form for registration.

Step # 3. We submit the collected package of documents to the Federal Tax Service. The transformation of a CJSC into an LLC is registered in the inspections at the location of the company. The applicant or his representative for notarized power of attorney you must submit the following documents:

p12001 application (on registration of a legal entity in the form of reorganization);
two copies of the company's charter approved by the general meeting;
deed of transfer from CJSC to LLC;
letter of guarantee for the provision of the legal address of the new company;
a receipt confirming payment of the state registration fee.

If everything is done correctly, the application will be considered within five working days after the documents are submitted to the tax office.

Step # 4. Changing stocks. By the time of the reorganization, the shareholders of the CJSC must become members of the newly formed company. Their securities must be exchanged by the issuer for stakes in the authorized capital in accordance with the procedure prescribed in the minutes of the general meeting of shareholders. After the end of the exchange, the shares will be canceled.

Closed joint stock companies that do not themselves keep records of the owners of securities must send a notice of reorganization to the registrar on the day when an application was submitted to the Federal Tax Service inspectorate in the form of p12001. In addition, it is necessary to publish information on the reorganization of a legal entity, since the financial and economic activities of the company depend on this.

Step # 5. We submit documents on the formation of an LLC. Five days later, by presenting a receipt issued by the Inspectorate of the Federal Tax Service when submitting an application, you can pick up the papers for the newly formed legal entity:

registration certificate;
certified charter;
certificate of registration of a legal entity;
extract from the Unified State Register of Legal Entities.

CJSC, which is in the process of reorganization, from that moment will be recognized as abolished. The new company will need to make certain changes (change of the seal (if necessary), transfer of employees to the LLC, re-registration of bank cards, revision and correction of internal documentation, etc.).

Step 6. We notify the Registrar. Management within a month must notify the Central Bank of the Russian Federation of the completion of the reorganization and the cancellation of its shares in accordance with the standards for the issue of securities.

It can be considered that the transformation from CJSC to LLC is completed at this stage. Please note that in real life the procedure may differ from the one described in this article. This is due to the provisions of the constituent documents of the joint-stock company, which is in the process of transformation, and the position of the tax inspectorate.

If the charter of the joint-stock company contains a clause on mandatory audit at the time of the reorganization, one more step will be added. Difficulties may also arise on the part of the Federal Tax Service Inspectorate if an on-site audit of the company's activities over the past three years is scheduled. Please note that, according to the Tax Code of the Russian Federation, an audit can be appointed regardless of the date of the last audit.

Reorganization of a legal entity in the form of a merger

According to modern legislation, a merger is the formation of a new company with the transfer to this company of the entire set of rights and obligations of the reorganized enterprises with the simultaneous termination of their rights and obligations. The legal entities that were involved in the merger terminate their activities and existence.

Reorganization in the form of a merger is often called "alternative liquidation", because it is an opportunity for unprofitable firms to leave the business with the least loss (as soon as a new legal entity is registered, these companies are liquidated).

All enterprises can be transformed in the form of a merger, but in certain situations the merger takes place only after the permission of the antimonopoly service:

if the total value of the assets of the companies preparing for the merger, according to the information as of the last reporting date before the filing of the petition, is more than 3 billion rubles;
if the total value of assets of financial companies preparing for a merger, according to the latest balance sheets, is higher than the value approved by the Government of the Russian Federation.

It should be remembered that an enterprise formed by the merger of other firms becomes the legal successor of these organizations, which means that it assumes all their rights and obligations in accordance with the deed of transfer. The assignee assumes responsibility for paying taxes, fees, penalties and fines of liquidated legal entities.

Reorganization in the form of a merger is a complex process, therefore special knowledge, skills and abilities are required for its successful completion. As a rule, a merger of companies takes place in several stages:

Stage 1. Selection of firms that will participate in the reorganization (these are two or more enterprises located in different locations).

Stage 2. Making a decision about transformation. At the general meeting of each company participating in the merger process, a decision is made on the reorganization and its form is determined, as well as the following are approved:

reorganization form;
merger agreement;
articles of association;
deed of transfer.

Stage 3. Notification of the state registration authorities about the start of the transformation in the form of a merger.

Stage 4. Determination of the place of registration of the new company. The registration of an organization formed by a merger is carried out by the registering body, which controls the area of the place of registration of the executive body of one of the reorganized firms.

Stage 5. Preparatory steps for the merge:

notification of the Inspectorate of the Federal Tax Service about the start of the reorganization in the form of a merger (entering the relevant information into the Unified State Register of Legal Entities);
publication in the mass media of an announcement on the transformation of a legal entity in the form of a merger (twice within two months);
creation of a deed of transfer;

Stage 6. Submission of documents to the Inspectorate of the Federal Tax Service. In the process of registering a legal entity created in the form of a merger, the tax inspectorate, based on the decision on state registration of the company formed after the merger, and state registration of the completion of the activities of the reformed enterprises:

makes an entry in the Unified State Register of Legal Entities on the emergence of a new company and the end of the existence of the reorganized;
informs the registration authorities about the completion of the operation of the reorganized companies at their location;
sends photocopies of the decision on state registration of the completion of the functioning of the reorganized organizations, applications for registration in the form of reorganization of a new company and an extract;
issues the applicant with papers certifying the introduction of amendments to the Unified State Register of Legal Entities;
informs the registration authority at the location of the newly created company about the registration by transforming the legal entity and sends the registration file to its address.

Stage 7. The end of the transformation procedure in the form of a merger is the moment of registration of a legal entity.

List of documents that must be submitted to the Inspectorate of the Federal Tax Service in case of reorganization in the form of a merger:

Application form p12001.
Constituent documents of all companies arising in the course of the reorganization (originals or copies of documents certified by a notary: INN, PSRN, charter, order to appoint a sole executive body, changes, extract from the Unified State Register of Legal Entities).
The decision to transform an enterprise through a merger.
The decision to create an organization that arose after the merger of other legal entities (approval of the charter of the new company).
Photocopies certifying publications in the media.
Merger agreement.
Transfer act.
Receipt for payment of the state registration fee.
A receipt confirming payment of the state duty for photocopies of constituent documents.
Certificate of absence of debt to the Pension Fund of the Russian Federation.
Application for issuance of a copy of the charter.

The time of the reorganization procedure in the form of a merger is influenced by different factors: the size of the companies being reorganized (this was mentioned earlier), the issue of appointment of an on-site audit is left to the discretion of the tax authority (while the period of the audited tax period has not been determined) securities.

These are the most common reasons affecting the increase in the term of the merger of organizations (up to six months instead of 2-3 months), but all of them cannot be foreseen. The usual term for the reorganization of a legal entity in the form of a merger is up to three months.

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Reorganization of a legal entity in the form of affiliation

Affiliation is the termination of the activities of one or more companies with the transfer of all the rights and obligations of the reformed organization under the deed of transfer to another company.

Only enterprises with an identical organizational and legal form can take part in the accession after a general meeting of participants in all organizations.

Stages of reorganization of a legal entity by affiliation

Stage 1. Selection of participants in the transformation procedure in the form of affiliation (as a rule, these are two or more enterprises located in different places).

Stage 2. Decision-making on reorganization. At the general meeting of the founders of all companies involved in the reorganization, a decision on the transformation is formed and:

reorganization form;
the charter of an enterprise created after the reorganization;
accession agreement;
deed of transfer.

Stage 3. Notification of the state registration authorities about the beginning of the reorganization in the form of a merger.

Stage 4. Selection of the place of registration of the enterprise formed after the accession. The relevant authority registers a legal entity at the location of the firm to which the legal entity joins.

The state registration of a joint-stock company, created by division or separation, occurring at the same time as the acquisition, and the state registration of the liquidation of such a joint-stock company, is carried out by the registering body located at the location of the joint-stock company reorganized in the form of separation or division.

Stage 5. Preparatory procedures for transformation in the form of attachment:

notification of the Inspectorate of the Federal Tax Service of the beginning of the reorganization (making a corresponding entry in the Unified State Register of Legal Entities);
inventory;
publication in the mass media about the reorganization of a legal entity in the form of affiliation (twice within two months);
informing creditors about the upcoming reorganization;
creation of a deed of transfer;
payment of state fees.

Stage 6. Submission of documentation to the Federal Tax Service Inspectorate. During the registration of a company created after the accession, the tax inspectorate, relying on the decision on state registration of a legal entity formed through reorganization in the form of accession, and state registration of the completion of the activities of the transformed legal entities:

makes entries in the register about the termination of the affiliated firm's activities and about changes in the information in the register about the organization to which the firm joined;
issues documentation confirming the entry of entries into the Unified State Register of Legal Entities to the applicant;
notifies the registration authority located at the location of the company of the termination of the activities of the said affiliated company;
sends him a photocopy of the decision to register the termination of the affiliated company, a photocopy of the application on the termination of the affiliated company, an extract from the Unified State Register of Legal Entities.

Stage 7. The completion of the reorganization in the form of a merger starts after the information on the termination of the activities of the last of the merged companies is entered into the Unified State Register of Legal Entities.

List of documents required for submission to the Inspectorate of the Federal Tax Service during reorganization in the form of affiliation:

Application form R16003.
Constituent documents of all companies participating in the reorganization process (originals: INN, PSRN, charter, statistics codes, order for the appointment of the sole executive body, amendments, extract from the Unified State Register of Legal Entities).
Merger decisions approved at general meetings of the founders of all companies participating in the transformation.
Accession agreement.
Decision of the joint general meeting of participants of legal entities participating in the reorganization.
Photocopies confirming publications in the media.
Transfer act.

The standard term for reorganization in the form of a merger is up to three months.

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Reorganization of a legal entity in the form of a spin-off

According to clause 1 of article 55 of Federal Law N 14-FZ "On Limited Liability Companies", the separation of a legal entity is the creation of one or more companies with the transfer to her (them) of a certain part of the rights and obligations of the reformed organization without the completion of the functioning of the latter. And according to clause 4 of article 58 of the Civil Code of the Russian Federation, when one or several firms are separated from the enterprise, all of them transfer the rights and obligations of the transformed legal entity, in accordance with the separation balance sheet.

Reorganization steps in the form of separation

Stage 1. Conducting a general meeting of participants and making a decision on reorganization. At this stage, the period for conducting an inventory of property, methods for assessing the property and liabilities received and transferred, according to the succession, the procedure for determining and the amount of the authorized capital of the new company, the direction and distribution of the net profit of the reporting period and past years of the converted enterprise, etc.

Stage 2. Taking inventory. Inventory totals are displayed in the reporting of the month in which the inventory ended.

Stage 3. Creation of a separation balance sheet. This report should include information related to the reorganization of the legal entity: full names of the reformed company and its successors, organizational and legal form, date and form of transformation, legal succession. When creating a separation balance sheet, it is necessary to use financial statements generated as of the last reporting date before the transfer of property. These statements will serve as an appendix to the separation balance sheet.

Stage 4. Creation of final and "transitional" reporting (reorganization of the company in the form of spin-off is recognized as completed after state registration of the last and emerging companies). The moment of state registration is the date when the registration authorities made an entry in the Unified State Register of Legal Entities.

By the time information is entered into the Unified State Register of legal entities, the transformed institution must form the final financial statements, reflecting the property and obligations of the enterprise before they are transferred to the newly formed legal entity.

Stage 5. Preparation of introductory reports. The newly formed legal entity needs to generate financial statements as of the date of state registration. This is the opening statement based on the split balance sheet.

To start reorganization in the form of a spin-off, a legal entity must submit to the tax authority:

statement;
minutes (decision) of the general meeting of participants;
changes in the constituent documents (new charter);
separation balance sheet;
photocopies of publications attesting to the information of creditors.

To register a new legal entity, you need to present:

statement;
minutes of the general meeting of the reformed legal entity;
minutes of the general meeting of the created legal entity;
articles of association (agreement on the establishment (upon request)) of the company;
separation balance sheet;
evidence of informing creditors;
photocopies of publications in the media.

The usual time frame for a spin-off reorganization is up to three months.

Reorganization of a legal entity by division

Stage 1. Making a decision on the reorganization of a legal entity in the form of division. At the general meeting of the founders of the company, a decision is made on the transformation, which approves:

reorganization form;
the charter of the newly formed enterprise;
dividing balance.

Stage 2. Notification of the state registration authorities about the start of the reorganization in the form of division.

Stage 3. The choice of the place of registration of the company created after the division.

The new company is registered at the location of the company that ceases to exist.

Stage 4. Preparatory procedures for reorganization by division:

notification of the Inspectorate of the Federal Tax Service about the start of the reorganization (making a corresponding entry in the Unified State Register of Legal Entities);
inventory;
publication in the mass media about the reorganization of a legal entity in the form of division (twice within two months);
notifying creditors of a future transformation in the form of division;
formation of a separation balance sheet;
payment of state fees.

Stage 5. Submission of documentation to the Federal Tax Service Inspectorate. Based on the decision on the state registration of the company formed after the division, and state registration of the end of the operation of the transformed enterprise, the registering body:

enter into the Unified State Register of Legal Entities information about the company formed after the division and the end of the functioning of the reorganized legal entity;
issues the applicant with papers confirming the entry of the relevant entries into the Unified State Register of Legal Entities;
notifies the registration authority at the location of the given company about the registration of a company reorganized in the form of division;
sends the registration file.

Stage 6. The end of the reorganization procedure in the form of division is the moment of state registration of the last of the newly created firms.

Documents required for submission to the tax authority in case of reorganization in the form of division:

Application form p12001. Separate applications are drawn up for all newly created companies.
Constituent documents of the converted company (originals or photocopies certified by a notary: INN, PSRN, charter, statistics codes, order to appoint a sole executive body, amendments, extract from the Unified State Register of Legal Entities).
The decision to reorganize the enterprise in the form of division, approved by the general meeting of founders.
Constituent documents for all newly created companies (originals or photocopies certified by a notary).
Photocopies of publications.
Separation balance.
Receipt for payment of the state registration fee.
Receipt for payment of state duty for photocopies of constituent documents.
Certificate of absence of debt to the Pension Fund of the Russian Federation.
an application for a copy of the charter.

The usual time frame for a reorganization in the form of a division is up to three months.

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

Having learned what the reorganization of a legal entity is (its forms, procedure, advantages and disadvantages), it is time to pay attention to interaction with personnel.

Often, when reorganizing a company, it is necessary to terminate the employment relationship with employees. But it should be remembered that, according to the Labor Code of the Russian Federation, a change in the jurisdiction of a company or its reorganization are not grounds for termination of employment contracts.

During the reorganization of an enterprise, dissolution labor relations possible only on the initiative of the employee. In addition, you can fire an employee due to a reduction in the company's staff, but you should remember about the basic rules:

According to Article 81 Labor Code RF, the dismissal of an employee due to staff reductions is permissible if there is no possibility of transferring him / her to another position, which the employer has, by personal written consent.
In accordance with the Resolution of the Plenum of the Supreme Court of the Russian Federation of March 17, 2004 No. 2 "On the application by the courts of the Russian Federation of the Labor Code of the Russian Federation", the management is obliged to notify the staff of all vacancies available in the area that meet certain requirements. When solving this issue, the real possibility of the employee to perform the proposed work, depending on qualifications, education and experience, should be taken into account.
A person must be notified of the dismissal personally, against receipt, no later than 2 months in advance. After receiving written consent for early termination of employment, the employer must pay additional compensation equal to the employee's average earnings in accordance with the time remaining until the termination of the notice of dismissal.
According to Article 179 of the Labor Code of the Russian Federation, a list of categories of citizens who have the preferential right to remain at work is determined when the staff or the number of personnel is reduced.

In addition, it is necessary to study the provisions of the Collective Agreement on the definition of the remaining groups of employees who have the preferential right to remain in the workplace with identical qualifications and labor productivity.

8 common mistakes of legal entity reorganization

Wrong choice of the form of reorganization.
Incorrect identification of the assignee.
Errors in the formation of the deed of transfer and / or separation balance sheet.
Failure to meet the deadlines for notifying the Federal Tax Service Inspectorate of the reorganization of a legal entity.
Failure to comply with the principle of continuity of accounting and tax accounting during the reorganization.
Heads of legal entities begin to prepare for future reorganization, but do not inform staff about it. This is to prevent the spread of rumors and reduce efficiency.
Change of leadership during the reorganization.
An attempt to retain the staff with the transfer of staff to positions with lower salaries. It is better to say goodbye to unnecessary employees immediately calmly and without conflicts.

Acquisitions and mergers are often used to structure companies. These are operations of an economic and legal nature, designed to unite several organizations into a single corporate structure. The owners of the new business unit are those who have at their disposal a controlling stake. The purpose of the event is to improve the efficiency of capital.

What are the main pros and cons?

In an effort to improve their financial performance, businesses are trying to unite. Joint management significantly increases the efficiency of organizations. Mergers and acquisitions in Russia, as practice shows, provide an opportunity to adapt to the progressive system of the economy and receive additional privileges in the competitive struggle.

The advantages of combining are obvious:

shortening the time frame to achieve a positive effect;
optimization of the tax base;
geographic expansion of the business;
gaining control over tangible intangible assets;
acquisition working capital directly at a previously depreciated cost;
instant purchase of a specific sector of the market.

There are also some disadvantages:

rather large costs related to the payment of penalties;
significant difficulties in the presence of companies in different industries;
possible difficulties when interacting with new employees;
in fact, the deal may not be very profitable.

Features of the ongoing processes

Carried out operations of takeover and merger have their own specifics. With a voluntary merger of companies, a new legal entity has to be formed. If one enterprise joins another, then the main one retains its essence of the subject. All rights and obligations of subsidiaries are transferred to him.

Merger is the process of combining two or more legal entities on a voluntary basis. After registration of all documents, a new one begins to function. Combination can take place in two scenarios.

Restructuring of companies is carried out with complete liquidation. The established entity acquires the assets and liabilities of the incorporated entities.
When merging, the rights of existing entities are partially transferred as an investment deposit. In this case, the participants retain their administrative and economic integrity.

A takeover of a company refers to the process by which one company buys out another. After registration, she begins to fully control her activities. In this case, the dominant firm acquires from 30 percent of the authorized capital of the second legal entity.

Classification of merging procedures

Mergers and acquisitions can be categorized according to different principles. The type of association is chosen depending on the conditions established in the market environment, as well as on the potential opportunities that the business companies have.

The table shows the main types of joins.

	Peculiarities
Horizontal	The process integrates organizations that carry out the same activity or have a similar technical and technological structure.
Vertical	Connecting businesses directly in different industries. This is done to control the previous stages of the production process.
Conglomerate	The operation of combining enterprises in different industries, while they have no technological or production similarity.
	Companies developing the same product merge. For example, a combination of mobile device manufacturing and software manufacturing can be done.

Also, mergers and acquisitions are classified according to national and cultural characteristics. If the restructured organizations are located on the territory of one state, then they are considered national. Their activity does not go beyond the boundaries within which they conduct it. An association of entities from different countries is called transnational. Their number can be unlimited. Nowadays, multinational corporations are common.

Fundamentals of Benefit

For a takeover and merger to be positive, several factors must be taken into account:

determination of the optimal form of association;
the speed of connection to the process of the staff of middle and top-level employees;
the amount of expected capital for the implementation of the integration;
the order of the transaction;
the choice of the main representative for the future relationship.

During the operation, it is necessary to understand from the very beginning that obtaining a positive result when combining organizations should lead to an increase in profits. At the entire stage of restructuring, mistakes should be eliminated in time. The ultimate goal is not only to have a synergistic effect, but to maintain it over a long period of time.

Preparing for the M&A process

At the initial stage, the main tasks are set and the ways to solve them are determined. It is required to understand whether the set goals can be achieved by alternative methods. To do this, it is necessary to carry out procedures to increase internal potential, develop suitable marketing strategies and other measures that can bring them closer to the planned result.

After that, a search for a suitable company for the merger is carried out. Preparation directly to the deal takes place in three stages.

The scope of the enterprise is being studied: the dynamics of growth, the possible distribution of potential, the impact external factors... The first step is to look at the actual assets and liabilities.
Own capabilities are analyzed. The company must make an unbiased self-assessment in any case. Using the data obtained, you can understand what criteria should be followed when choosing an organization.
Potential competitors are being investigated. Feel everything positive points unification is possible if you carefully study the potential of your rivals. By assessing them, it is easier to determine the strategic direction.

Analysis of the effectiveness of the deal

There is an opinion that the merger of companies will have tremendous success if a firm from a progressively developing market sphere is chosen as an opponent. However, this approach is not correct. The final assessment of mergers and acquisitions is made based on various studies:

analysis of the balance of income and expense transactions;
determining the benefits of integration for all parties;
taking into account the peculiarities of the association;
identification of the main problems in the field of the tax base, personnel and legal restrictions.

Possible negative points

Transformations with economic structures can have not only positive but also negative effects. The studies carried out show completely different results. Analysts concluded that negative moments arise for a number of reasons related to each other:

erroneous assessment of the capabilities of the affiliated company;
misuse of financial resources required for integration;
illiterate steps at the stage of combining.

Application in practice

In a period of economic instability in the state, the best way out of the situation is to create an alliance. Such measures will help reduce the value of assets and join forces to cope with the crisis. There are many examples of mergers and acquisitions, but the option with American company LHC Group.

The represented organization has managed to double its own value within six months. And this is in the context of the financial crisis. The use of an outsourcing scheme made it possible to increase the structure by 8 economic units in just six months. The financial benefit won made it possible to significantly expand the scope of services. The company managed to find opportunities for progressive development by investing funds, despite negative external factors.

As a conclusion

On Russian market mergers and acquisitions, the total amount of completed transactions decreased by an average of 29 percent. This is due to a decrease in the volume of operations performed. The share of the Russian Federation in the world market was approximately 1.3 percent. Over the past decade, such low rates have not been observed. As for foreign investments, their volume increased by 40 percent.

How to properly formalize the merger of organizations (nuances)?

The merger of organizations is the combination of several enterprises into one. The procedure for registering a merger is subject to the general procedure for reorganizing legal entities (Articles 57-60.2 of the Civil Code of the Russian Federation), but it has some peculiarities. How to carry out such a procedure correctly and what is needed for this, we will consider in our article.

Merger of two or more legal entities

The complex of actions associated with the completion of the activities of existing organizations and the transfer of all their rights and obligations to the newly created society is called a merger.

The decision to merge organizations can be made by their participants or by a body vested with the appropriate powers.

In some cases, despite decision, such a change is possible only with permission authorized bodies... For example, if the total value of assets of commercial organizations as of the last reporting date exceeded 7 billion or 10 billion rubles. their total proceeds from sales of the previous year, then their merger is possible with the consent of the antimonopoly authority (Article 27 of the Federal Law "On Protection of Competition" dated July 26, 2006 No. 135-FZ).

IMPORTANT! In accordance with para. 2 p. 3 art. 64 FZ "On Bankruptcy" dated 26.10.2002 No. 127-FZ after the introduction of the monitoring procedure, the management bodies of the organization are prohibited from making decisions on reorganization.

The reorganization can be attended by 2 organizations, even created in different forms(Clause 1, Article 57 of the Civil Code of the Russian Federation). More about the change legal status organizations are described in the article "Reorganization of a legal entity is ...".

To, for example, merge with an organization of another form, you first need to transform into the form of this organization. For example, a joint-stock company can become a production cooperative (Article 104 of the Civil Code of the Russian Federation). But laws may contain restrictions on such conversions.

Features of the merge procedure

Reorganization in the form of a merger is provided for by civil law for all organizations. Moreover, they have their own characteristics:

Limited Liability Companies.
Decision-making on transformation, approval of the merger agreement, the charter of the newly created company, as well as the deed of transfer is carried out for each company by its participants.
Joint stock companies.
In each company, the board of directors before the meeting of shareholders raises the question of such a transformation and the election of members of the board of directors of the person to be created. The shareholders make such decisions, approve the merger agreement, deed of transfer, charter.
IMPORTANT! If by the charter of the company being created, the functions of the board of directors are entrusted to the meeting of shareholders, such a board shall not be elected.
Unitary enterprises.
The functions of making a decision to change enterprises are entrusted to the owners of their property. They also approve constituent and other documents related to the reorganization.
Wherein merger of organizations it is permissible if the property of such merging enterprises is at the disposal of one owner (Article 29-30 of the Federal Law "On State and Municipal Unitary Enterprises" dated November 14, 2002, No. 161-FZ).
Non-profit organizations.
With regard to budgetary, state-owned institutions, decisions on such a transformation and its procedure are made by the authorities, which are subordinate to the institution.
The nuances of the merger procedure may be associated not only with the form of organization, but also with its activities (Art. 33 of the Federal Law "On Non-State Pension Funds" dated 07.05.1998 No. 75-ФЗ, Regulation "On Reorganization credit institutions in the form of merger and acquisition ”, approved by the Bank of Russia dated August 29, 2012 No. 386-P).

Merger agreement

When indicated in the law, the parties draw up an agreement in which, for example, the following should be established:

According to Art. 52 FZ "On limited liability companies" dated 08.02.1998 No. 14-FZ:

order, conditions of association;
the procedure for the distribution of the shares of the companies in the authorized capital of the new entity.

According to Art. 16 FZ "On Joint Stock Companies" dated December 26, 1995 No. 208-FZ (hereinafter - Law No. 208-FZ):

the name, details of the participants in the reorganization, as well as the company to be created;
the procedure and conditions for the merger;
the procedure for the conversion of shares and their ratio;
the number of members of the board of directors (if this is reflected in the charter);
information about the auditor or the list of members of the audit commission;
the list of members of the collegial executive body (if its formation belongs to the powers of the meeting of shareholders and it is provided for by the charter);
information about the executive body;
name, details of the registrar.

The agreement may also contain other information (clause 3.1 of article 16 of the law No. 208-FZ).

Succession upon reorganization

The newly created entity in the course of the merger assumes all the obligations of the reorganized organizations.

The document confirming such succession is the deed of transfer (Article 59 of the Civil Code of the Russian Federation). It reflects the transfer of all rights and responsibilities to the new organization.

That is, the succession is carried out in relation to all creditors, debtors both for existing obligations (including disputed ones) and for those that may arise, change or terminate after the deed of transfer is drawn up.

The deed of transfer shall be accompanied by:

financial statements;
inventory acts;
primary securities for material assets;
inventory of other transferred property;
decryption of accounts payable, receivable.

The deed of transfer is approved by the persons who made such a decision and is presented at registration.

In the order of succession to the created person, the obligations to pay taxes, fees of reorganized persons, as well as all due penalties and fines are transferred (Article 50 of the Tax Code of the Russian Federation).

IMPORTANT! The merger procedure does not affect the timing of the obligations to pay taxes and fees.

The amounts overpaid by the person prior to the reorganization will either be proportional to his other debts, or offset against the performance of the assignee's obligations to repay the arrears, and in the absence of debts, returned to the assignee.

Registration of a reorganized entity

The filing of an application for registration is given 3 working days, the countdown of which starts from the day following the date of the decision on the merger.

Further, the organization that was the last to take the decision on the reorganization (unless otherwise agreed by the parties), twice with a difference a month in the publication "Bulletin of State Registration" publishes information about such changes.

The law may establish the obligation of the organization to notify the creditors of its transformation in writing.

For registration of a legal entity created through reorganization, the following documents must be submitted (Article 14 of the Federal Law "On State Registration of Legal Entities and individual entrepreneurs"Dated 08.08.2001 No. 129-FZ):

an application for state registration of a newly emerging legal entity created through reorganization;
charter;
reorganization decision;
merger agreement (if provided);
deed of transfer;
document confirming the payment of the state duty;
a document certifying that data on employees have been transferred to the pension fund (in accordance with the Federal Law “On individual registration in the compulsory pension insurance system” dated 01.04.1996 No. 27-FZ);
on assigning a registration number to the issue of shares and amending the decision to issue bonds upon change of the issuer (for joint-stock companies).

The documents required to complete the reorganization procedure are submitted to the registering authority either 30 days after the last publication of the message in the journal, or 3 months after the entry on the beginning of the reorganization was made in the register (letter of the Federal Tax Service of Russia dated August 14, 2015 No. GD-4-14 / 14410).

Registration is carried out at the location of the organization that sent such a message.

Merging or joining another organization

The procedure for registration of a merger, as well as a merger, is subject to the general procedure for the reorganization of legal entities. But it is important to understand that merger of organizations and attachment, despite their apparent similarity, represent 2 different forms:

When the rights are attached, the responsibilities of the organization are transferred to the person to whom the accession is taking place, while when they are merged, they are transferred to the newly created person.
The merger procedure is considered completed from the moment the data on the completion of the affiliated organization is entered into the Unified State Register of Legal Entities, and in case of a merger - from the moment of registration of the new organization.
The main difference between affiliation is that the organization to which the affiliation was made continues to exist.

Also, each procedure has its own characteristics of the formation of indicators for recording them in the financial statements of the organization. For example, guidelines, approved by order of the Ministry of Finance of Russia dated 20.05.2003 No. 44n, the following rules are established (with the exception of credit organizations and government institutions):

In the event of a merger, the day before the entry into the register of an organization that has arisen, all persons terminating their activities draw up final financial statements, close their profit and loss accounts. When joining, such reporting is drawn up only by the joining organization, which, in addition to closing accounts, distributes the amount of net profit.
As of the date of registration of the person arising from the merger, according to the data of the transfer act by line-by-line combining of the indicators of the final reporting, the introductory financial statements are formed. And the accounting statements of the legal successor upon joining are formed on the date of termination of the activity of the last affiliated person.

Procedure mergers of organizations has a fairly clear order. At the same time, such a reorganization has its own characteristics, for example, in making a decision on the merger, drawing up the documents necessary for the transfer of rights and obligations, etc. Such features are provided for by special regulatory documents regulating merger of organizations depending on their form and the activity they carry out.

A merger in modern legislation is the creation of a new company with the transfer of all the rights and obligations of the reorganized companies to the created legal entity with the termination of the rights and obligations of the latter. The companies participating in the merger cease their activity and existence.

A merger is often called an “alternative liquidation” because it is a way for unprofitable companies to go out of business with minimal losses (from the moment of registration of a new legal entity, the merged organizations cease to exist).

Any legal entity can be reorganized in the form of a merger, but in some cases the merger of organizations is carried out with the prior consent of the antimonopoly authority:

1) if the total value of the assets of the merged organizations according to the balance sheets as of the last reporting date preceding the date of submission of the application exceeds 3 billion. rubles;

2) if the total value of the assets of the merged financial institutions on the latest balances exceeds the amount established by the Government of the Russian Federation.

Tax consequences of the reorganization of a legal entity in the form of a merger

Do not forget that the newly created legal entity as a result of the merger is the legal successor of the merged organizations, respectively, it bears all the civil and tax rights and obligations of the liquidated organizations in accordance with the transfer act. It is the assignee who is responsible for paying taxes, fees, penalties, as well as fines for organizations that have ceased to exist.

Merge reorganization order

The process of merging legal entities is a labor-intensive process that requires special knowledge, skills and abilities. Practice shows that it usually takes place in several stages:

1. Selection of participants in the reorganization process through a merger (usually two or more legal entities with different locations).

2. Making a decision on reorganization. The general meeting of each company participating in the reorganization in the form of a merger makes a decision on the reorganization, which approves:

Reorganization form;
- merger agreement;
- the charter of the company;
- deed of transfer.

The following points are stipulated in the merger agreement in accordance with the Law:

The procedure and conditions for the merger are determined;
- specifies the procedure for exchanging shares in the authorized capital of each reorganized company for shares in the authorized capital of a company created by merging;
- the timing and procedure for appointing a general meeting of participants (shareholders) of a company created through reorganization.

3. Notification of the beginning of the reorganization through the merger of the state registration authorities.

4. Choice of the place of registration of a legal entity created by merger. The registration of an organization created by merger is carried out by the registering body, which controls the territory of the place of registration of the executive body of one of the reorganized legal entities.

5. Preparation for the reorganization process:
a) notification of the Federal Tax Service Inspectorate of the beginning of the reorganization process (making an entry in the Unified State Register of Legal Entities on the beginning of reorganization by merger);
b) publication in the media of a message about the reorganization of a legal entity through a merger (twice, once a month);
c) notification of creditors about the upcoming reorganization;
d) drawing up a separation balance sheet and a deed of transfer;
e) payment of state duty.

6. Submission of documents to the IFTS.

When registering a legal entity created in the form of a merger, the Federal Tax Service Inspectorate on the basis of decisions on state registration of a legal entity created through reorganization in the form of a merger, and state registration of the termination of the activities of the reorganized legal entities:

Makes an entry in the Unified State Register of Legal Entities on the creation of a new organization and the termination of the activities of the merged;
- informs about the termination of the activities of the reorganized legal entities to the registration authorities at their location;
- sends copies of the decision on state registration of the termination of the activities of the reorganized legal entities, the application for registration through the reorganization of the new organization and an extract;
- issues to the applicant documents confirming the introduction of amendments to the Unified State Register of Legal Entities;
- notifies about registration by reorganization of a legal entity to the registration authority at the location of the newly created legal entity and sends it the registration file.

7. Completion of the reorganization process through merger (from the moment of registration of a legal entity).

List of documents required for submission to the Federal Tax Service Inspectorate during reorganization by merger:

1. Application form P12001.
2. Constituent documents of each legal entity arising as a result of reorganization (originals or notarized copies of documents: certificates of INN, PSRN, charter, statistics codes, order for the appointment of a single entity, amendments, extract from the Unified State Register of Legal Entities).
3. The decision to reorganize the company through a merger.
4. Decision on the creation of a legal entity arising from the reorganization of a legal entity through merger (approval of the charter of a newly created legal entity).
5. Proof of publication in the media (copy).
6. Merger agreement.
7. Deed of transfer.
8. Receipt of payment of the registration fee.
9. Receipt of payment of state duty for copies of constituent documents.
10. Certificate of absence of debt to the pension fund.
11. Request for a copy of the charter.

Terms of reorganization through merger

A variety of factors affect the period of reorganization through merger: first, the size of the reorganized legal entities (it was already said above that the merger of certain companies occurs only with the consent of the antimonopoly authority, the procedure for merging financial organizations is complicated); secondly, at the discretion of the Inspectorate of the Federal Tax Service, the issue of scheduling an on-site audit is left, while the specific period of the tax period being audited is not stipulated; thirdly, if there is a reorganization of a joint stock company, after the registration of a new legal entity, the issue with securities should be settled. Of course, these are the most common reasons why the merger of organizations is delayed instead of the prescribed 2-3 months to 5-6 months, all of them, unfortunately, cannot be foreseen, since in legal practice each situation is unique and peculiar in its own way. The standard term for reorganization through a merger is up to 3 months.

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