Reorganization of an enterprise in the form of merger. Step-by-step instructions for reorganizing an LLC by merger Liquidation by merger risks

Reorganization of a legal entity is a procedure aimed at creating a new organization on the basis of existing, registered enterprises through mergers, spin-offs, transformations, and divisions.

As a result of the gradual implementation of all actions provided for by law, a new company appears, acting as the legal successor of the old one to the extent determined by the participants or the owner.

The need for reorganization can be caused by a number of circumstances, the most common reasons being: the division of business between partners, the choice of the most optimal form of management, the creation of one large structure instead of several fragmented ones, the exit of a subsidiary from the parent organization with the right to independently operate.

Current legal provisions

The regulatory framework on reorganization issues has undergone a number of modifications after the adopted amendments to the articles of the Civil Code of the Russian Federation. The edition that existed before the innovations came into force was valid until September 1, 2014 and provided for a reorganization procedure that was not regulated in detail.

Currently, the reorganization should be carried out taking into account the following innovations:

1. proposals for upcoming changes may come from the founders or another authorized body;
2. it is possible to use different methods of reorganization;
3. the procedure may affect several companies with different forms;
4. reforms in relation to special companies, such as banks, various investment funds, financial structures are carried out in accordance with the laws adopted in the field of activity of these persons;
5. if the authorized body makes a decision on reorganization and it is entrusted to the management of the company, which, in turn, does not take any action to comply with the order, then in such cases the decision is made by the court. According to the judicial act, an arbitration manager is appointed, who is entrusted with the authority to carry out actions aimed at restructuring enterprises;
6. Now, when carrying out a transformation, there is no need to notify the tax service, funds and those to whom the enterprise has obligations, and there is also no need to publish an information message in the State Registration Bulletin. After the founders wish to transform the company, the entire necessary list of documents is submitted to the Federal Tax Service at the address of the new person to terminate the activities of the old one;
7. there is no need to draw up a separation balance sheet; it has been replaced by a transfer deed, in accordance with which the transfer of property, debts and claims is carried out;
8. If the norms of legislation and the charter of the enterprise are not observed, the decision on reorganization may be made invalid, and the procedure itself may not take place. The founders and other interested parties have the right to make such demands;
9. modifications in the company's activities must be carried out taking into account the interests of creditors who have the right to demand early repayment of debt or compensation for losses. Responsibility to the creditor lies with the collegial bodies of the company or individual ones, along with the reorganized enterprise;
10. in order to respect the rights of creditors, it may be accepted to secure their claims, or an irrevocable bank guarantee may be provided.

Sequence of reorganization stages

A set of reorganization measures will be carried out in the following sequence:

1. convened meeting of participants with an agenda for upcoming transformations;
2. during three working days from the date of the decision, it is required to send an information letter to the registration service about the reorganization of the existing organization. It is mandatory to provide the form of the proposed reforms. If actions are directed towards several companies, then the responsibility for informing falls on the one who joined last;
3. As soon as a mark appears in the unified register that the enterprise has undertaken changes in the status of the company, it is required to publish in the journal “Bulletin of State Registration” about the activities being carried out. In total, such messages must be published twice, with an interval of one month;
4. before 5 days have passed from the date of informing the registration department, all identified creditors must be notified of structural changes;
5. a person who has embarked on the path of restructuring a company is obliged within three days after the verdict of the meeting, notify the Federal Tax Service in which it is registered;
6. creditors have the right to assert their claims before the expiration of 30 days from the date of the second publication. If the obligation should have been fulfilled before the date of publication of the notice, then the creditor may make a demand for the debtor to fulfill the obligation assumed ahead of schedule, or to compensate him for the losses caused. At the same time, relationships with creditors do not affect the reorganization process itself;
7. legalization of a new organization cannot be done earlier second publication in the Bulletin.

The final stage consists of submitting an application for state registration of each new company as a result of a set of reorganization measures. It must be accompanied by:

1. charter in two copies;
2. merger agreement, when carried out in this way;
3. evidence of submission to the Pension Department of information on pension and insurance contributions;
4. in the case of creating a joint stock company, documents confirming the issue of shares indicating the registration or identification number;
5. information confirming that the issuer has made changes to the decision to issue securities, with the exception of shares.

Reorganization of CJSC into LLC

The procedure for reorganizing a closed joint stock company into an LLC has a number of features and must be performed in the following sequence:

First stage: A meeting of shareholders is held to make a decision on transforming the CJSC into an LLC. The text of the decision must contain information about the name, the place where the governing bodies will be located, the approval of the Charter, the details of the exchange of shares for shares, and the drawing up of a transfer deed between the old and new enterprise;

Second phase: Notarized according to form p12001;

Third stage: Submission to the Federal Tax Service of a package of documents: application, charter in 2 copies, decision on reorganization, deed of transfer and receipt of payment of state duty;

Fourth stage: Exchange of shares for shares in the authorized capital in accordance with the procedure adopted by the meeting of shareholders. Next, the shares are redeemed. If there is a registrar, it is necessary to notify him simultaneously with submitting the application for registration to the Federal Tax Service. Implementation of publication of the ongoing reorganization in the Bulletin;

Fifth stage: After receiving documents after state registration, carried out within 5 days, CJSC is considered to have ceased to exist. To complete all activities, it is necessary to transfer workers to a new organization.

Sixth stage: Within 30 days, it is required to send a notification to the registrar of the securities issue - the Central Bank of the Russian Federation - about the redemption of shares in accordance with the issuance standards.

When transforming an LLC into a CJSC, the procedure is the same, only you need to redeem shares in the authorized capital and exchange them for shares. The issue of shares is carried out in accordance with the legislation of the Russian Federation.

Samples of filling out reorganization documents

Form 12003 and others can be downloaded here. Forms of notifications for reorganization, the procedure for filling out are indicated on the recommended website down to the smallest detail.

The minutes of the meeting on the reorganization are drawn up in any form and look like this using the example of transforming a closed joint stock company into an LLC:

Minutes (indicate the place and date of the meeting)

The meeting is attended by 6 shareholders, quorum 100%.

Agenda of the meeting: making a decision on the transformation of a closed joint-stock company into an LLC, determining the procedure for exchanging shares for shares, drawing up a transfer act, electing a director.

The decision was made unanimously: to transform the closed joint stock company into an LLC, to exchange the company's shares for shares in the proportion of 30 shares - 1 share. Draw up a transfer deed, according to which all the property of the closed joint-stock company, as well as obligations to creditors, are transferred to the newly created LLC in full.

Elect A.A. Petrova as director of the LLC. and assign it the duties of registering and notifying creditors.

Compliance with the reorganization procedure, taking into account innovations in the law, will allow you to avoid further recognition of the decision as invalid and will not violate the rights of creditors and employees of the reorganized enterprise.

CJSC to LLC: answers to questions

The video below provides answers to the ten most asked questions about converting a closed joint stock company into an LLC.

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Reorganization by merger 2017 - step-by-step instructions

Reorganization in the form of merger is mutually beneficial for both companies. The main organization that merges the smaller company acquires all its rights and developments, including ownership of well-established trademarks.

For a small business merging into a larger one, such reorganization is an expedited liquidation procedure.

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

Stages of the accession procedure

1. Meeting of participants of the main company and the acquired company.

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

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

• leading and joining parties;
• distribution of expenses between enterprises;
• the amount of authorized capital;
• stages of the process, etc.

In addition to the minutes of the meeting and the agreement, a notice of accession is also drawn up and certified by the notary.

2. Sending the following documents to the tax office

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

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

Simultaneously with the entry in the register, a certificate of initiation of the accession procedure is prepared. Such a certificate will subsequently be issued to a company liquidated through reorganization.

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

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

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

4. Carrying out a complete inventory of the acquired company with drawing up a transfer act.

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

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

Includes:

• decision on reorganization;
• minutes of the joint meeting;
• application in form P16003, notarized;
• an order form for submitting a notice of intention to reorganize, as well as copies of printed notices in the “Bulletin”;
• transfer act of material resources, obligations and rights;
• accession agreement;
• applications for registration of changes in the constituent documents of the main company and amendments to data about the legal entity.

The tax authority enters into the register an entry about the liquidation of the acquired company and changes in the composition of the main enterprise.

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

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

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

Reorganization of an organization in the form of affiliation

Organizations and enterprises of any form of ownership in the course of their existence sometimes face the need or desire to enlarge, change the method of management or attract additional assets. This can be achieved through reorganization.

Features of this form of reorganization

According to Russian legislation, reorganization legal entity- this is a merger, accession, division, separation or transformation carried out either by the founders and participants, or by an authorized body (Article 57 of the Civil Code of the Russian Federation).

You should not think that reorganization is a way to solve any material problems: it leads to the termination of property obligations or debts. This procedure always occurs on the basis of succession, so that both the rights and obligations of the persons participating in it do not disappear. The main result of the merger is the consolidation of organizations, with the transfer of the property of the merging person to the merging person.

Merger can be carried out by companies, regardless of their organizational and legal nature: both LLC and JSC. In addition, since 2014, a reorganization with the participation of both JSC and LLC at the same time is possible.

Legislative regulation of the merger process is carried out by the Civil Code of the Russian Federation (Articles 57-60), Federal Laws dated December 26, 1995 No. 208-FZ “On JSC”, and dated February 8, 1998 No. 14-FZ “On LLC”, the Tax Code of the Russian Federation, others NPA.

Consolidation in the form of annexation has quite a lot of nuances that should be taken into account when preparing it:

• The affiliated company is considered reorganized from the moment an entry about this is made in the Unified State Register of Legal Entities about the termination of its activities;
• You can reorganize two or more legal entitiespersonsam;
• For a number of entities, legislative restrictions on reorganization have been established (credit, insurance organizations, investment funds, non-state pension funds, etc.).
• The tax obligations of the affiliated company also pass to the legal successor.

In order to avoid mistakes and invalidation of the reorganization, before its implementation it is necessary to determine the procedure and approach the registration of the merger very responsibly.

Connection mechanism

The process of joining one entity to another is carried out according to a certain algorithm, despite to minor differences provided for JSC and LLC. In general, reorganization consists of the following steps:

1. Preparation for holding a meeting of participants (for a JSC - adoption by the management body of a decision on accession);
2. Valuation of company assets and liabilities (inventory);
3. Preparation of documents for reorganization;
4. Notification of LLC participants about the general meeting (for JSC - about holding meetings of shareholders on issues of merger);
5. Conducting meetings of participants (shareholders);
6. Notice of reorganization;
7. Reconciliation of settlements (with the Federal Tax Service), notification of the Pension and other funds;
8. Notification of the procedure for creditors of LLC (JSC);
9. Preparation and registration of new documents of a legal entity (for joint-stock companies additionally - repurchase of shares of acquired entities, issue of new shares in connection with changes - reorganization);
10. State registration of termination of activities of acquired companies;
11. The reorganization ends with the introduction of changes to the documents of the company (JSC or LLC) to which others are attached.

Some issues of the accession procedure will be discussed below.

Decision making by each participant

Reorganization is legally possible only after consent to it all participants (founders).

In an LLC, such consent is obtained at a general meeting of participants (usually an extraordinary meeting). In case of a positive decision, the same meeting discusses and approves the terms of the new agreement, the transfer deed and other decisions. According to Federal Law-14, the initiator of preparation for a meeting may be:

• Authorized body of LLC;
• Authorized persons/bodies.

Notification of the meeting and its agenda must be sent to the founders/participants in writing. An LLC requires a unanimous decision of the participants to reorganize, therefore, before it is carried out, it is necessary to give all participants the opportunity to familiarize themselves with the details of the transaction.

In case of joining JSC requires a decision from the board of directors decisions to begin the merger procedure (both on the part of the acquired and on the part of the acquiring JSC).

Notification of the registration authority about the start of the procedure

The decision on reorganization can be drawn up in any form(there is no legally established model for either LLC or JSC). However, such decisions must be submitted to the tax inspectorate (IFTS) within three days, accompanied by a completed notifications P12003 about reorganization. Decisions are required from all companies involved in the reorganization, and notification is provided by the company that makes the decision last.

Notification of creditors

According to Art. 60 of the Civil Code of the Russian Federation on the start of reorganization, companies participating in it must notify creditors about the upcoming procedure. The laws on LLCs and JSCs do not require written information about the reorganization to be sent to each creditor (exceptions to this rule are established by separate laws, for example, on credit organizations).

It is only necessary provide notice in the form of an advertisement in the media publishing data on state registration of legal entities. According to the regulatory letters of the Federal Tax Service of Russia, such a publication is “Bulletin of State Registration”. Advertisements are printed twice, they are submitted by the company that made the decision later than others, or by the one to which this responsibility is assigned by contract.

Conclusion of a connection agreement, inventory and transfer of property

The merger agreement is prepared before the meeting and must contain:

• information about each accession participant;
• procedure and conditions of reorganization;
• determination of shares for an LLC, conversion of shares of the acquired companies into shares of the company to which the merger is being carried out;

To carry out an inventory, create commissions conducting assessments and recalculation of property, and at the end they prepare an inventory act. At the same time, settlements with tax authorities can be reconciled and a transfer act can be prepared, fixing the alienation (transfer) of the assets and liabilities of the merging entity to the merging entity.

LLC at this stage needs to hold a joint meeting of participants to make a decision on changes to the charter of the acquiring entity (based on the provisions determined by the agreement/agreements of affiliation).

State registration of changes in the Unified State Register of Legal Entities

Registration of affiliation is carried out by its participants no earlier than 3 months have elapsed after filing a notification about the start of the procedure with the Federal Tax Service, and no earlier than a month after the last publication of an announcement about the reorganization in the media.

The following is submitted to the tax office for registration:

• statements of the established form (No. Р16003 and Р13001);
• form P14001 if controls change;
• Agreements of adhesion and transfer deeds;
• Changes to the charter, other documents (for example, on the issue of securities for a joint stock company).

After making the appropriate entries in the Unified State Register of Legal Entities, the reorganization is considered completed.

Resolving enterprise personnel issues

The accession procedure requires not only notification and registration actions. At the same time, companies have many questions related to the personnel of the enterprise.

Immediately after the decision to reorganize is made employees must be notified about it (in writing, against signature). If there is no need to maintain the full staff of the acquiring organization, reductions can be made in accordance with the norms of the Labor Code. If the full staff is retained, the employees of the acquired company may be accepted into a new organization after dismissal from an affiliated organization, or in accordance with Art. 75 Labor Code of the Russian Federation.

Important! When the owner of the company's property changes, he has the right to terminate employment contracts with the manager, his deputies and the chief accountant. A period of three months is allotted for this.

Features of the procedure

In a number of cases, when joining its participants are subject to additional requirements. Here are some of the most common:

• A number of organizations require permission from the FAS for the procedure (the assets of the participants exceed 7 billion rubles, monopoly enterprises, banks, insurers and others are being reorganized);
• When carrying out licensed activities Renewal of licenses for the acquiring organization will be required. Licenses are issued by authorized bodies after confirmation of the fulfillment of the mandatory conditions for obtaining it. It is also necessary to reissue licenses/permits if the address or territory in which the licensed activity is supposed to be carried out has changed.
• Most often it is necessary to re-register licenses for insurance activities, communication services, medical services, and the sale of alcohol.
• If the merger of legal entities affects the results intellectual activity (works, programs andT.d), rights subject to registration are required their re-registration in accordance with the established procedure to the new copyright holder.

As a rule, the need for subsequent re-issuance of licenses, permits and registration of rights is established at the stage of preparation of the procedure.

Possible process disruptions and consequences

When making a connection it is important to strictly follow all procedural steps and complete registration actions within the period established by law.

Otherwise there is the likelihood that the registration of affiliated entities will be invalidated. In this case, the acquiring company will incur (compensation for losses, fines).

It is also possible for the court to make a decision to liquidate the company (if the merger was carried out without the consent of the Federal Antimonopoly Service of Russia and restricts competition).

Reorganization in the form of merger is used by business entities quite often, as for business consolidation, so to carry out actual liquidation merged companies. Therefore, in order to avoid negative consequences, it is important to carefully and responsibly approach the registration of the accession procedure, having first studied the mechanism for its implementation.

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Carrying out reorganization in the form of affiliation: step-by-step instructions 2017

With the advent of 2017, many significant changes have occurred in the legislation of the Russian Federation. Most globally, they affected the industry of reorganization in all five forms, including the form of affiliation.

Most of the innovations had a positive impact on the conduct of procedures under the new regulations.

Regulation of legislation as of 2017

When putting this bill into effect, special attention should be paid to Federal Law of the Russian Federation No. 14. It includes the rights and obligations of a limited liability company, as well as the procedure for state registration of legal entities.

In addition to legislation, certain circumstances must be additional grounds for reorganizing the affiliation. Their list is clearly stated in Resolution of the Plenum of the Russian Federation No. 19, paragraph 20, for 2015.

solve exactly your problem

The decision to reorganize completely depends on the opinion adopted at the general meeting of representatives of each community. If the legislation is not observed, any changes in the organization of the enterprise’s work will be considered invalid.

Why is reorganization in the form of affiliation necessary, what changes does it bring with it?

The definition of reorganization is interpreted as a complete or partial replacement of the owners of cooperative enterprises, as well as a replacement of the organizational and legal forms of doing business. When replacing any of the divisions, the property is completely transferred to the next groups of employees hired as a result of this bill.

Reorganization in the form of affiliation, in its functions, differs significantly. Instead of replacing business owners, one organization is created, which includes several separate firms.

This step is being taken in order to expand the existing business, increasing the financial situation of each enterprise, due to coordinated work and the absence of influence of the tax inspectorate on each company separately. When carrying out reorganization in the form of merger, all enterprises remain unchanged in the state register.

The reasons for carrying out this process may be criteria such as:

• the emergence of strong competition in the market, which can affect the trade statistics of other firms;
• increase in purchase prices for raw materials;
• insufficient organization of the enterprise to produce high-quality final products;
• vision of further prospects for the modernization of manufactured products and a possible increase in demand specifically for their products.

Thus, based on the above information, we can conclude that reorganization can keep on the market those enterprises that have become practically unsuitable for the production of goods, with the aim of their further modernization.

Step-by-step instructions for reorganization in the form of affiliation in 2017

Reorganization in the form of affiliation is carried out in a certain order, which cannot be violated.

Taking into account all the amendments to bills and regulations of the Russian Federation as of 2017, the step-by-step instructions for conducting this event look like this:

1. Step one is choosing a reorganization method by voting by all participants.

There are only 5 methods, but in this article we are talking about a specific form - accession.

1. Step six is ​​to conduct a complete inventory of the property, recording each object in the register, having previously given it an inventory number.

After describing the property in the form of a list, it is also necessary to draw up an act of transferring this property to the disposal of the new manager.

After receiving the document confirming the completion of the procedure, within 3 days it is required to send a written notification to the authority on behalf of the head of the enterprise, which made the decision on reorganization later than everyone else. After this, the changes will be entered into the register and subject to changes in the taxation of the combined organization.

Find out about further prospects for reorganization in the form of affiliation from the video.

Personnel issues

Since during the reorganization of an enterprise there is a complete replacement of not only the management team, but also most categories of workers, the question of the work of the personnel department during this procedure becomes acute. When joining and merging, changing the composition is not a prerequisite.

Therefore, all employees remain in their positions; only their work charter can be changed due to economic and technical changes in the enterprise.

The HR department pays special attention to female employees at any stage of pregnancy. In this case, the employee cannot be dismissed under any circumstances, other than those specified in the work charter, or on his own initiative.

All workers, upon completion of the reorganization process, receive an act of agreement with a new employment contract and note this change in the work book. If an employee refuses an assigned position for any reason, he should notify new management.

In this case, the manager of the organization is obliged to give the employee a package of documents that indicate: a note about the reorganization process, the position offered to him and the conditions that the employee must fulfill in case of refusal of the employment contract.

Nuances of the procedure in 2017 that you should pay attention to

If the merging organizations are not cooperative, but are registered as an antimonopoly authority, additional requirements are imposed on them. They consist in the fact that such organizations must additionally obtain permission from the FAS.

According to the conditions of the legislation of the Russian Federation, when issuing a permit, special attention should be paid to those enterprises whose total assets exceed the mark of 7 billion rubles. The changes also apply to those institutions that carry out their activities with a license.

In this case, the company being merged with must re-register such organizations.

The state has set a time limit for resolving this issue, individual for each enterprise, depending on the current situation. Mainly, insurance companies, companies and factories specializing in the sale of alcoholic beverages, and companies engaged in communication services are subject to such changes.

Another nuance may arise when working with budgetary organizations.

This is due to the lack of commercial goals for enterprises of certain categories:

• educational (schools, technical schools, institutes, lyceums, etc.);
• cultural (theatres, museums, etc.);
• charitable (exhibitions, foundations);
• scientific (laboratories, research centers);
• social;
• health protection.

In this case, the reorganization is carried out in accordance with the established procedure of the Federal Law “On Non-Profit Organizations” No. 7, dated January 12, 1996.

About the accrual of vacation pay in the article. Changes in 2017 that affect the amount of vacation pay, additional leave, formula and examples of calculating vacation pay.

A sample of the 2017 workers' compensation regulations is here.

Emerging violations during the reorganization process

This process is quite difficult, and, as a result, entails a group of possible violations that occur intentionally or unintentionally. One of such violations is considered to be the failure to include small joint stock communities in the list of organizations participating in the reorganization.

Thus, these enterprises are deprived of the opportunity to participate in this process.

The second, most common violation is the failure to notify a certain circle of shareholders within the period allotted by the state - 30 days. Also, due to the large number of obligations of shareholders and managers, their proper fulfillment is not always possible.

Violations by “state” institutions are also not uncommon. Such violations include the pursuit of a commercial goal by the head of a government agency.

Such purposes are not mentioned when carrying out the reorganization, and, accordingly, such an organization is not subject to tax.

The most common reorganization problems

The problems of the reorganization mainly lie in the incorrect preparation of documents and violations of the allotted deadlines. Regarding documents, irregularities are often observed in the preparation of the inventory list.

Problems may arise in the future with unlisted property.

Frequent problems also arise when transferring personnel to new positions. When filling out documents, violations occur, during the proceedings of which the deadlines are significantly delayed, exceeding the permissible limits.

This way you can avoid fines and expired documents.

Find out about reorganization in the form of merger using the example of an LLC in the form.

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Reorganization of an enterprise in the form of merger: what it is, how and why it is carried out

Reorganization of legal entities is quite relevant in our time. However, not everyone knows how it is done and what nuances of the procedure exist.

It is worth familiarizing yourself with this issue in detail if you want to join another company in order to avoid serious mistakes.

Dear readers! The article talks about typical ways to resolve legal issues, but each case is individual. If you want to know how solve exactly your problem- contact a consultant:

Regulation by law

According to Article 57 of the Civil Code of the Russian Federation:

• Any form of reorganization is carried out by decision of the founders of the company or the relevant bodies authorized to do so. A simultaneous combination of its forms, participation of two or more enterprises, even if they are created in different organizational and legal forms, is allowed. The transformation of financial institutions is determined by the legal norms that govern their activities.
• The law provides for situations where the reorganization of enterprises in various forms requires the consent of authorized government agencies.
• Reorganization is considered completed from the moment of state registration, with the exception of procedures performed in the form of merger. When carrying out legal transformation. of a person in this form, it is reorganized from the moment an entry about its liquidation is made in the Unified State Register of Legal Entities. The next state registration is available no earlier than the expiration of the relevant period allotted for appealing the decision on reorganization.

You can learn more about this procedure from the following video:

What is joining

Merger is one of five forms of reorganization. They confess termination of the activities of one or more organizations with the transfer of rights and obligations to another company according to the transfer deed. When it is carried out, only those companies that have the same organizational and legal form can act as participants.

It is worth noting that this decision must be made by the general meeting of participants of each organization. After the reorganization, the legal entity to which the merger was carried out will become the legal successor of all rights and obligations of other enterprises.

When carrying out such a transformation, it is worth paying attention to the following features.

Mixed form

This type of reorganization is the merger of legal entities with different organizational and legal forms. Current legislation does not provide for such a procedure. This applies to all enterprises regardless of their type of activity.

However, the legislation does not contain rules that would prohibit this procedure. It is advisable to use mixed reconstruction to save money and time.

Permission to carry out activities from the antimonopoly authority

Preliminary consent to the procedure from the antimonopoly authority will be required with the participation of commercial companies that specialize in trade, production and provision of services if their total balance sheet assets exceed twenty million rubles as of the last reporting date.

In cases where the amount is less, entrepreneurs should only notify the relevant authorities of the decision to transform.

Reorganization of financial organizations of various types is carried out only with the consent of the antimonopoly committee if the authorized capital of one of them exceeds five million rubles. For insurance companies, this amount will be ten million rubles, and for credit companies – 160 million.

Name

Most often, the name of the organization does not change during the transformation process. However, the law does not prohibit this.

Renaming a company is especially important if the name has been registered as a trademark. This should be stated in the relevant part of the accession agreement.

Legal address

When reorganizing, changing the location of the company is available. However, you will have to transfer to another city and change the tax authority, which will lead to the procedure being delayed.

List of participants

The law prohibits changing the composition of founders during or after reorganization.

Authorized capital

The legislation does not limit the formation of the company's authorized capital. It mainly consists of the capital of all participants. A preliminary issue of shares may be required.

Notification of creditors

Reorganization involves the liquidation of a legal entity, so notification of all creditors and publication of information in a periodical will be required. Residents of the capital can use the State Registration Bulletin for this.

This condition must be met within a month from the date of the decision. In turn, creditors have the right to demand early fulfillment of obligations.

Transfer deed

It is a document that reflects all rights and obligations, as well as relevant provisions on succession.

It is approved by the governing bodies of the merging organizations. They can be participants in the transaction or shareholders.

Place and authority of registration

State registration of a company must be carried out by the relevant authorities at the location, namely the tax office.

You can find out the options for employer liability for unlawful dismissal of an employee here.

Step-by-step instruction

When reorganizing legal entities, actions are performed in the following sequence:

• Selecting enterprises to join.
• The general meeting of founders makes a decision on the reorganization, approves its form, the charter of the organization, the agreement and the transfer deed.
• Notification of state registration authorities.
• Determination of the place of registration by location.
• Preparing directly for the conversion process:
  • making a corresponding entry in the Unified State Register of Legal Entities;
  • publication in a local periodical;
  • performing inventory;
  • notification of creditors for each enterprise that requires it;
  • drawing up and approval of the transfer act;
  • payment of state duty.
• Submitting a package of documents to the tax office for the following purposes:
  • entering into the register an entry indicating the liquidation of the acquired companies and information about the newly created organization;
  • obtaining documents that confirm the existence of an entry in the Unified State Register of Legal Entities;
  • notification from registration authorities about the liquidation of legal entities;
  • receiving a certified copy of the decision to register the liquidation of the acquired organization, an application and an extract from the register.

The procedure will cost about three months. The cost will be approximately 40,000 rubles depending on the number of legal entities being merged.

Transfer of property, rights and obligations

In a legal sense, the reorganization is completed, but the legal entity must take steps aimed at transferring rights and obligations. Registration is carried out in the following sequence:

1. The acquired company transfers accounting information into the new company's system.
2. Re-registration of branches, divisions, current accounts, etc.
3. Re-registration of real estate.
4. When carrying out licensed activities, an application must be submitted to the licensing authority to obtain a new permit that corresponds to the type of activity of the company.
5. Personnel transfer.
6. Re-registration of obligations under the contract and outside the contracts.

At this point, the procedure for the transfer of powers ends, and the legal entity to which the organization joins has the right to dispose of its property and receives its rights and obligations.

Personnel transfer

When organizations join, personnel are transferred. At the same time, employees remain in their previous positions and perform similar duties.

This does not require issuing an order to hire new employees; it is enough to draw up documents for their transfer, and the company, which is joined by another legal entity, will receive new employees.

The reorganization procedure is a complex process. When carrying out this procedure, you must adhere to the law. If you have no experience in this matter, it is recommended to contact specialists who will help in preparing the documents. Having completed all the steps correctly, the procedure will be successfully completed, and in the future, neither party to the transaction will have problems with this.

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A common option for liquidating a company is reorganization by merger. This event often serves as the basis for business consolidation, uniting several small subsidiaries.

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Features of the event

Along with changing the management or address of an enterprise through the sale of a business, merger is a type of alternative liquidation. This method is considered more trustworthy due to the exclusion of former firms from the state register, overlooking the presence of a successor with the transfer of all obligations of the acquired firms. That is, the risk of liability of the new organization increases in proportion to the presence of risks in other enterprises.

What is this?

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

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

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

Feasibility of the procedure

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

If the management of the company has made a decision to terminate the financial and economic activities of the enterprise, it is worth considering all possible methods of liquidation before the start of the measures: official, alternative, voluntary, through bankruptcy.

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

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

The undoubted advantages of this method are:

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

Liquidation by merger in stages

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

• preparation of initial documentation;
• providing documentation to registration structures;
• notifications to creditors and interested parties;
• publishing information in print media;
• obtaining permission from antimonopoly authorities;
• carrying out inventory actions;
• drawing up a transfer act;
• preparation of final documentation;
• registration of changed data in government agencies.

Package of documents

Before starting to draw up the initial forms of documents, each of the merging companies should organize general meetings of founders/participants for the purpose of reviewing and approving decisions on reorganization and signing the corresponding agreement.

This agreement should regulate the main stages of the process:

• deadlines;
• the amount of the authorized capital of the successor company;
• distribution of financial costs among the joining companies;
• appointment of the main enterprise as the process manager, etc.

All decisions of the merging participants must include a provision on the transfer of powers to the selected main company to inform the Federal Tax Service and publicly post notes in the media.

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

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

After approval of the decision, all participants in the reorganization, within up to 3 days, should notify their Federal Tax Service about the upcoming event, providing: decisions, messages in form C-09-4, and other documentation.

The main participant should also notify its Federal Tax Service and provide: decisions and statements. Three days later, tax inspectors make entries in the register about the fact of the start of the procedure and issue certificates.

Notification, publication

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

The register of creditors must include the following:

• list of identified creditors;
• amounts of designated debts;
• grounds for making demands;
• designated order of repayment.

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

What requirements can be included in the register:

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

To be included in the list, creditors must submit their requirements in the prescribed manner. If, despite the presentation of demands, the creditor was not included in the register, he has the right to apply for restoration to arbitration.

In addition, all interested parties should take care of the availability of documentation proving debts, such as contracts, certificates of completion of work, delivery notes and invoices, and other business correspondence.

Only after the claims submitted in a timely manner are repaid, the undeclared amounts are repaid.

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

Watch a video about the responsibility of business owners in the event of liquidation of the enterprise

Permission from the antimonopoly authority

According to the current competition law, a number of particularly large enterprises may require the consent of the antimonopoly service.

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

The time frame for making a decision is set individually, usually thirty days from the date of provision of information.

Inventory and transfer act

Each of the reorganized enterprises is required to conduct an inventory of property and monetary assets and liabilities. Data obtained during inventory activities are the basis for drawing up such an important form as the transfer deed.

Without this act, reorganization cannot be carried out.

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

Registering changes

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

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

After re-publication in the Bulletin has taken place, application forms for the liquidation of affiliated companies and for amendments to the constituent documentation of the main company should be filled out.

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

Risks

Despite the obvious advantages of the method considered, there are always two sides to the coin. Similarly, merger, being a type of alternative liquidation, has negative consequences in the form, first of all, of huge risks of subsidiary liability.

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

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

The merger of the Company is the termination of one or more Companies with the transfer of all their rights and obligations to another Company. This definition is contained in Article 53 of the Federal Law of the Russian Federation dated 02/08/1998 No. 14-FZ “On Limited Liability Companies”.

Reorganization of an LLC in the form of a merger was used as an “alternative” method of liquidating a company. As a rule, this type of liquidation by merger was very popular for Companies with debt obligations to creditors due to its relatively short implementation time and low financial costs for its implementation.

The procedure for liquidation of an LLC by merger (reorganization of a company in the form of merger with another company) is regulated by the following regulations: Civil Code of the Russian Federation, Tax Code of the Russian Federation, Federal Law of the Russian Federation dated 02/08/1998 No. 14-FZ “On Limited Liability Companies”, Federal Law dated 08.08.2001 No. 129-FZ “On state registration of legal entities and individual entrepreneurs” (as amended on December 28, 2016) and looks like this:

• adoption by the merging and the main Company of a unanimous decision to carry out reorganization by merger (see paragraph 2, paragraph 8, article 37 of the Federal Law “On Limited Liability Companies”);
• drawing up minutes of the joint meeting;
• conclusion of an accession agreement;
• drawing up a transfer deed;
• notification of the registration authorities about the decision made within three days from the moment of its adoption on application R12003, at the same time the minutes of the joint meeting, the decision to carry out reorganization in the form of merger of both Companies, are provided. Based on the specified documents, the registration authority enters into the Unified State Register of Legal Entities information that these Companies (legal entities) are in the process of reorganization in the form of merger;
• two-time publication of the reorganization of the Company in the form of merger in the newspaper “Bulletin of State Registration”, that is, once a month;
• notification of creditors about the commenced reorganization procedure.

This is followed by registration of the termination of the activities of the acquired Company and the introduction of appropriate amendments to the charter of the successor Company. Both actions can be carried out in parallel or sequentially, first the termination of the acquired Company, then registration of changes in relation to the successor Company.

The unified package of documents for the registration authority is as follows:

• application R16003 on termination of the activities of the acquired Company (certified by a notary);
• application R13001 on amendments to the charter of the successor Company (certified by a notary);
• decisions on reorganization (copies from both companies);
• minutes of the general joint meeting;
• accession agreement;
• transfer act on succession of obligations of the reorganized Company to creditors (see clause 2 of Article 53 of the Federal Law dated 02/08/1998 No. 14-FZ
  "On limited liability companies"). The requirements for drawing up a transfer deed are contained in Art. 59 of the said Law;
• new edition of the charter of the successor Company;
• document confirming payment of the state duty.

In general, the entire procedure for liquidating a company by merger lasts about four to six months. But since June 2016, tax authorities began to make decisions to suspend the registration of accession for one month to verify the accuracy of the information provided, guided by Article 4 of the Federal Law of the Russian Federation of March 30, 2015 No. 67-FZ “On Amendments to Certain Legislative Acts of the Russian Federation in Part ensuring the reliability of information provided during state registration of legal entities and individual entrepreneurs,” which came into force on January 1, 2016. Such suspensions are followed by refusals to complete initiated reorganizations in the form of affiliation, the number of which is increasing significantly. During the period of suspension of registration of affiliation, tax authorities call directors to receive explanations and documents confirming the accuracy of the information about the reorganized companies they submitted for registration. The suspension of the reorganization will operate on the principle of verifying the accuracy of the information submitted for registration of a legal entity, this is the connection and mass of addresses, the nominee of the director, etc.

It is also necessary to understand that when resorting to reorganization to liquidate a company, the possible legal consequences of this method must be weighed in advance. Liquidation of an LLC by merger may become too risky if the liquidated company has debts, since they will pass to the successor company in the future.

The use of this type of “alternative” liquidation of a company may entail tax, subsidiary property, administrative, as well as criminal liability of the former owners, since the registration of companies as dummy persons is prohibited by the legislation of the Russian Federation.

Liquidation of an LLC by merger: problems and risks

The procedure for liquidating an LLC itself is a complex and risky process, especially when it comes to an “alternative” method of liquidating a company. There is simply no liquidation without risks, and at any moment everything can go far from going according to plan.

Owners of companies during the process of liquidation by merger may be exposed to the following risks:

• the likelihood of starting an on-site tax audit immediately after the start of the LLC liquidation procedure by merger;
• the likelihood that the managers of the acquired company will be held liable for tax and property subsidiary liability for the company’s debts, including debts to the budget;
• recognition of the reorganization of an LLC in the form of merger as invalid if there is no notification to creditors or there are other procedural violations in the reorganization procedure in the form of merger;
• subsidiary liability of former owners at the claim of the head of the successor Company;
• cancellation of already registered actions to reorganize the company by merger, based on a decision of the tax authority (and out of court).

It should be understood that liquidation of an LLC by merger may not always be an appropriate method of terminating its activities. This method of liquidation is more suitable for those companies that have minor problems in maintaining accounting and tax reporting, or the owners simply decided to close one or another line of business, for example, due to its inefficiency. For such companies, liquidation by merger is a simpler and more cost-effective method.

Why are they refusing to reorganize the Company through merger today? What are the main reasons?

The thing is that tax authorities regularly put things in order in the registration of legal entities in order to get rid of “gray” schemes for using alternative methods of liquidating companies, leaving only “white” companies in the register that carry out real financial and economic activities.

Thus, by Order of the Federal Tax Service of Russia dated February 11, 2016 No. ММВ-7-14/72@, which began to take active effect on June 5, 2016, new grounds were introduced for refusal to reorganize a legal entity in the form of merger. After the entry into force of this Order, in addition to errors in the submitted documents on reorganization by merger, the grounds for refusal to register this form of reorganization are:

• inaccurate information contained in documents for reorganization (for example, a participant or director were previously management bodies of a legal entity that has a debt to the budget, or another legal entity containing inaccurate information in the register, a non-existent address, etc.);
• existence of debts to the Company's counterparties;
• presence of debt to the budget;
• unfinished on-site tax audit of the acquiring Company.

Now the tax authorities will regularly check the legal addresses of companies that new ones join, will call their managers for questioning, and send all kinds of letters to the mailing addresses of these companies in order to track the activity of these addresses with the companies. In turn, failure to receive correspondence to such addresses will be grounds for refusal of state registration of the LLC reorganization in the form of merger. Therefore, in the publication on the reorganization of an LLC by merger, it is necessary to indicate a valid address to which creditors can send their claims. Tax authorities will also check addresses and conduct surveys of owners to determine the accuracy of the information.

In the review of judicial practice on disputes involving tax authorities, given by the Letter of the Federal Tax Service of the Russian Federation dated April 1, 2016. No. GD-4-14/5658@, there are many cases of refusal to reorganize an LLC in the form of affiliation. The reasons for refusal to join an LLC are the large number of participants and directors, unreliable and unconnected addresses, and disqualification of managers. As an example, here is one such solution:

Considering that at the time of filing applications for state registration of termination of the activities of an LLC during reorganization in the form of merger with another LLC, the head of the successor, at the time of signing the merger agreement and transfer deed submitted for registration, was disqualified by a court decision. As a result, the courts of all instances came to the conclusion that the tax inspectorate rightfully refused to register the reorganization of the LLC in the form of merger (see the Decision of the Arbitration Court of the Krasnoyarsk Territory of August 27, 2015 in case No. A33-10727/2015).

Tax and judicial authorities believe that a company with a disqualified applicant-manager cannot carry out any registration actions.

Refusal of registration also threatens the founder who, at the time of creation of the new LLC, was the founder of another LLC excluded from the register that had debts to the budget. In this regard, the decision of the tax authorities to refuse registration of a legal entity is based on paragraph 1 of Article 23 of the Federal Law of the Russian Federation of August 8, 2001 No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”.

LLC reorganization procedures: alternatives

As an alternative to liquidating an LLC by merger, the following were previously often used:

• change of directors and founders of the company, in fact the purchase and sale of an LLC. Such a company will have a new composition of participants and can continue to carry out activities and function fully fully further. Only in the event of any claims arising from the previous activities of the LLC, responsibility will fall on the previous manager and owner. By and large, the so-called purchase and sale of an LLC was quite successfully used to avoid debt obligations by individuals - the former owners and managers of debtor companies, because the legal status of the Company does not change and notification of interested parties is not required (see Resolution of the Arbitration Court of the Volga District dated 04.07 .2016 case No. F06-10110/2016, where the court satisfied the request of the tax inspectorate to collect the debt of a liquidated company from its dependent party).

• merger – reorganization of an LLC by merging several Companies to create a new Company. This method of liquidation may cause increased interest from the tax authorities, since it is used as a “gray” scheme for evading liability. With this method of liquidating an LLC, unfavorable consequences may occur for the new manager, and this method of liquidation, in addition, as previously indicated, does not relieve the previous management and owners of the company from liability for obligations arising during the period of their activities in the company liquidated in this way .

The main classical methods of LLC liquidation include: voluntary liquidation of LLC And bankruptcy. Classic methods of closing a company also involve risks of passing a tax audit. In this sense, you can only minimize these risks. Such methods can be used by a company that is able to independently fulfill all its obligations to creditors and cease operations without unnecessary manipulations and fines.

Voluntary liquidation of LLC– an official and legal way to terminate a company’s activities. The decision on voluntary liquidation is made by the founder (participants) of the LLC. After making an entry in the Unified State Register of Legal Entities about the exclusion of the LLC from it, it ceases to exist forever. But even here there are some nuances: if the LLC has debts to the budget and the owner has decided to terminate its activities, the voluntary liquidation procedure in this case is impossible.

Concerning LLC bankruptcy, then, if there are debts exceeding 100,000 rubles, this procedure can be initiated by a participant in this LLC by appointing a liquidator, then the latter will prepare an interim balance sheet and send an application to the Arbitration Court. In this case, bankruptcy will follow a simplified scheme; it is possible to propose an arbitration manager of one’s choice; therefore, the likelihood that such a manager will find abuses and hold the founders vicariously liable for the company’s debts is small.

If you follow the official bankruptcy procedure for an LLC, then an appeal to the Arbitration Court is permissible both on the part of the creditors and on the part of the participants of the bankrupt LLC. Founders who abuse their rights may be held vicariously liable, so if you choose the option of liquidating an LLC through bankruptcy, it is better to follow a simplified procedure.

However, other things being equal, bankruptcy as a way to close a company is currently the most effective and efficient. And its cost and implementation time are almost equal to the other methods of closing a company described above.

Liquidation of an LLC by merger: prospects

At first glance, it may seem that the procedure for reorganizing the Company in the form of merger to liquidate a company is simple and understandable; probably, someone will try to liquidate the company in this way on their own, referring to step-by-step instructions published on the Internet.

However, we would like to draw the attention of managers and owners of legal entities to some nuances of the procedure for reorganizing an LLC through merger in 2017: merging (reorganizing) Companies that are not financial organizations, the total amount of assets of which exceeds 7 billion rubles, must obtain permission from the Federal Antimonopoly Service ( FAS). Also, current changes in legislation apply to Companies and organizations carrying out licensed activities.

In conclusion, I would like to draw your attention to the fact that the procedure for reorganizing an LLC through merger must, of course, be carried out in strict accordance with the Civil Code of the Russian Federation, as well as Federal Law No. 14-FZ dated 02/08/1998 (as amended on 07/03/2016) “On Companies” limited liability”, since it is this Law that clarifies the rights and obligations of participants (founders) and the Company, the violation of which is unacceptable. This is a rather complicated procedure that requires time and knowledge of all its features.

However, we believe that in connection with the adoption by the regulatory agencies of a joint letter dated December 19, 2016. No. SA-4-7/24347@, dedicated to the collection of tax arrears from dependent persons, the liquidation of the debtor LLC will not solve the accumulated problems, will not get rid of debts and will not relieve responsibility for the past activities of the LLC, since tax arrears will still be collected from dependent persons. Moreover, tax authorities have the right to collect arrears from a dependent person even if the main debtor is bankrupt (see Resolution of the Sixth ACC dated 05/04/2016 No. 06AP-1566/2016, Resolution of the Arbitration Court of the Ural District dated 02/03/2016 No. F09-11058/15 ). The courts indicate that organizations are interdependent, the founder and director are the same person. Collection of debt from a related party in the event of the debtor being declared bankrupt does not contradict the provisions of the Federal Law of October 26, 2012. No. 127-FZ.

Therefore, soon such a method of liquidating the Company as reorganization by joining another Company will lose its former popularity. And the remaining methods of liquidating companies will be implemented only by professionals who have accumulated vast practical experience in these matters, for whom this activity is everyday.

President of SA "Professional"

Alexey Korneev

Content:

One of the alternative liquidation options is the liquidation of an LLC through a merger. In fact, the company ceases to exist, becoming part of another society. The use of such methods is not welcomed by the state and it is planned to soon prohibit such processes at the legislative level. Many experts recommend using legal methods of closing companies, including bankruptcy and official liquidation.

Features of the process

Among the advantages of liquidating an LLC through a merger, it is worth noting:

• Possibility of closing a company if there are debts. From a theoretical point of view, all rights and obligations are transferred to the new owner, and accordingly, the debts of the enterprise are also assigned to him;
• Possibility to close an LLC without tax audit;
• Saving time on the procedure, because the merger process does not require submitting an advertisement to specialized print media and waiting two months for claims from creditors. For this reason, liquidation through merger does not take more than 1-2 months;
• Exclusion of a company from the register and deregistration with the tax office. Serious problems may arise if there are debts to the budget. During the procedure, the reporting documents of the tax inspectorate and funds are checked. If there is debt, the state refuses to merge.

Liquidation through merger is the best option when you urgently need to stop the company's activities. If there are small debts to creditors and the budget, the most urgent option would be to sell the enterprise to another person or owner. If the LLC has a lot of debts and sale is impossible for any reason, the fastest way to liquidate is a merger or incorporation.

Deadlines

The time frame for registering the liquidation of an enterprise through acquisition or merger is one and a half to two months from the date of the decision. In order to begin the merger procedure, it is necessary to notify the registration authority of the decision to reorganize by merging the LLC with another.

The difference between the process of liquidation by merger or merger from official voluntary liquidation is that in this case the LLC is excluded from the unified state register of legal entities, and the successor receives all the obligations of the liquidated company. This means transferring all previous debts to another company, which will be responsible for the obligations of the closed LLC and pay off the debts.

The difference between liquidation through a merger or accession from a sale to another owner or founder, a third party is that the LLC is not excluded from the Unified State Register of Legal Entities, as in the situation with a merger or accession. Thus, the company continues to exist and is active.

In the alternative liquidation method of selling an LLC, the owner and manager are changed, but for the former director and founders the company becomes a third party without any rights and obligations in relation to it.

For the reasons stated above, in order to liquidate an LLC as quickly as possible, it is necessary to choose the option of reorganization in the form of a merger, including in the presence of debts to creditors and the budget. As a result of the procedure, the debts do not disappear, but are transferred to a new owner, whose responsibilities include repaying all obligations of the company, which ceased to exist due to the reorganization.

Implementation procedure

The process of reorganization by merger entails the need to contact the following organizations:

• Notification of the local tax office;
• Territorial branch of the pension fund;
• Branches of the Social Insurance Fund.

This must be done within three days from the date of the decision to merge with another LLC. In addition to the authorities indicated in the list above, the reorganized company sends written notifications to creditors about the decision to merge. In this regard, the company notifies all creditors of the commencement of the reorganization procedure in the form of a merger. If the procedure is not completed in a timely manner, the reorganized company may have problems completing the merger process due to a violation of the order. The tax authority may refuse registration upon liquidation of an LLC. In order to achieve positive results, it is imperative to carry out mutual settlements with the pension fund, otherwise the company will be denied state registration during liquidation through a merger.

In addition to sending notifications to registration authorities, tax authorities and extra-budgetary funds, the company publishes, on its behalf, information about liquidation through a merger, an announcement in special publications about the decision made. These are press bodies competent to publish data on state registration of legal entities. In order to correctly formalize the liquidation through the merger of an LLC, it is necessary to publish the announcement twice with an interval of 30 days.

For example, the liquidation of an LLC through a merger in Moscow is carried out in MIFNS No. 46. If the merger or acquisition of a company is carried out with another company located in Moscow, documents for registration and publication are submitted to the tax office and the Moscow branch of the state registration bulletin. Liquidation through a merger with a regional company is carried out in the same manner as liquidation through reorganization in Moscow.

At the end of the liquidation process, it is necessary to submit to the tax office or registration authorities a package of documentation on the closure of the LLC in connection with reorganization in the form of a merger or accession. From the moment an entry is made in the Unified State Register of Legal Entities on the exclusion of the LLC from the number of existing legal entities and the LLC is deregistered from the territorial tax inspectorate, the process of liquidation through merger is completed.

After the LLC is dissolved by merger or acquisition of another company, the successor acquires all the rights, obligations, debts and other obligations of the liquidated company. In the future, the successor himself is responsible for all debts and activities of the closed company. When an LLC is liquidated by merger, the main company to which it merged will act as a legal successor. And in the event of liquidation by merger, the legal successor will be a new LLC formed in the process of merging two or more companies.

Upon completion of the LLC liquidation procedure, the applicant receives:

• certificate of termination of activity (liquidation),
• notification of deregistration with the Federal Tax Service;
• an extract from the Unified State Register of Legal Entities on the assignment of the LLC to inactive status.

Risks during liquidation

Liquidation through a merger carries certain risks. Perhaps the most serious of them is the possibility of obtaining a recourse claim. For this reason, you should be careful when choosing a subsequent assignee, especially for companies with debts. After receiving the creditors' claims, the new owner has the full right to apply to the courts with a recourse claim and claims for compensation for losses caused.

If the debt is large enough, the creditor may decide to file for bankruptcy. This situation can cause serious trouble for the new owner, so he must be warned about the existence of obligations to creditors.

Many experts recommend choosing legal methods of liquidation, because alternative ones can cause serious problems, even when the former founders have already forgotten about the existence of the company. It is always worth remembering that, according to current legislation, the statute of limitations is 3 years and, if there is a reason, it can be extended by a court decision.