Step-by-step instructions for reorganizing an LLC by merger. Reorganization in the form of merger of a legal entity: main organizational points

In 1954, an event occurred that received a new round of development already in modern history Russia. We are talking about the transfer of Crimea to the Ukrainian SSR.

Historians are still arguing why Khrushchev gave up the peninsula: some say that he wanted to whitewash himself after the repressions in Ukraine, others that in this way Nikita Sergeevich tried to establish himself in the political arena. One way or another, legally or not, the peninsula was transferred to the Ukrainian SSR, and this affected the lives of the Crimeans.

Introduction of the Ukrainian language

Six months after Crimea entered the Ukrainian SSR, the question arose about the gradual introduction of the Ukrainian language. The local regional committee proposed the introduction of the Ukrainian language and literature only in the new academic year (1955-1956).

At that time, out of 2193 teachers primary classes only 94 teachers knew the Ukrainian language, but they had no teaching experience, so it was not possible to start the reform immediately in 1954.

In order to monitor the level of teaching of the Ukrainian language and literature in schools, they planned to appoint three inspectors. A Ukrainian language course was organized at the regional institute for teacher retraining.

At the same time, regional committees, district committees and educational authorities were tasked with explaining to the dissatisfied that the introduction of the Ukrainian language and literature has nothing to do with Ukrainization. It was also proposed to “persistently” explain the importance of this event to teachers and parents.

As a result, without waiting for a new one academic year, in November 1954 at five primary school Simferopol schools began to teach the Ukrainian language, having previously held only a one-day seminar for teachers and distributed relevant programs and textbooks.

Until 1991, the Ukrainian language in Crimea was an additional subject, and it could be abandoned by means of an application from parents. However, with the collapse of the USSR, learning Ukrainian became mandatory.

Growing demographics

Of course, the state of Crimea, and indeed any other regions of the USSR by the 1950s, must be assessed based on the realities of the post-war period. From December 1941 to August 1944, the peninsula was occupied fascist troops, who destroyed the local population with particular cruelty.

As a result, by 1945, the population of Crimea had almost halved (compared to 1939) and numbered only 610 thousand people, taking into account immigrants from neighboring regions of Russia and Ukraine.

However, by 1959, the population exceeded pre-war statistics and became 1,201,517 people. And this confirms the fact that at the time of the transfer of Crimea to Ukraine, the peninsula was not backward and abandoned, as they write in Ukrainian history textbooks.

According to subsequent census data, the population of Crimea continued to grow until the collapse Soviet Union, and in 1989 reached a maximum of 2,458,655 people. In the 1990s, the number began to decline noticeably, and by 2013 it amounted to 1,957,463 people.

The rise of industry and agriculture

During the war, the German occupiers destroyed museums and monuments, did not spare agricultural land with vineyards, destroyed all industry and production of the peninsula, and even took all the equipment of the tram depots to Germany.

In total, according to official data, the damage to Crimea was inflicted in an amount exceeding 14 million 376 thousand rubles. And all the post-war years were spent on reviving the economy of the peninsula. As a result, by the beginning of the 1950s, the Crimeans had approached the pre-war level of production, and in some industries they were even able to improve their previous results.

The area under cultivation increased by almost 35%, and traditional Crimean viticulture, horticulture and horticulture actively developed. Widely implemented advanced technologies, which led, for example, to increased vineyard yields.

And in 1950, the first trolleybus appeared on the streets of Sevastopol rebuilt after the war. By that time, schools, museums, and hospitals had already been restored.

So we can safely say that Crimea came under the wing of the Ukrainian SSR with its economy already fully restored. This helped the peninsula to further achieve new positive indicators.

In 1959, a trolleybus service opened from Simferopol to Alushta, which two years later was extended to Yalta. During the same period, a television center, a fish processing plant and the Kerch cannery were built in Crimea. In 1960, the energy capacity of Crimea doubled due to the completion of the construction of the Simferopol State District Power Plant. A railway crossing across the Kerch Strait was also put into operation. The food industry took one of the leading positions in Crimea; in the late 1970s it accounted for almost 40% of the region’s GDP.

In 1963, the North Crimean Canal began operating, which largely solved the problem of irrigation and water supply. By the mid-60s of the last century, all Crimean settlements were electrified.

However, this celebration of life stopped with the collapse of the USSR. As in the entire Union, production began to decline in Crimea; overall, it fell by almost 47%. Tourism has become a priority direction for Crimea for many years.

After the painful events of the Great Patriotic War, the country needed not only the restoration of industry and agriculture, schools and hospitals, but also in good resort, therefore, the sanatorium and resort industry began to develop in Crimea.

The war destroyed children's resorts, and all sanatoriums in Evpatoria were in ruins. The reconstruction of health resorts for children began immediately after the liberation of Ukraine, and already in 1947 it was practically completed. At the same time, new modern sanatoriums were being built.

During the war, the tourist centers also suffered, however, already in 1946, the Yalta tourist base received tourists.

Health resorts and sanatoriums were opened by ministries, various departments and large enterprises of the Soviet Union, so very soon the Crimea was filled with sanatoriums and rest homes. In 1953, 700,000 holidaymakers visited there.

Since the 60s of the 20th century, a real tourism boom began on the peninsula: the number of tourists constantly grew until it reached a maximum of 8 million people in the 1980s.

However, like all good things in Crimea, the dynamics of the sanatorium and resort industry were stopped by the crisis of the 1990s. After the collapse of the Soviet Union, most of the departments to which sanatoriums were assigned simply did not have the money to maintain them.

It is difficult for a small company to maintain a stable financial position, especially in difficult times. economic conditions. For this reason, such a form as accession is gaining increasing popularity. Becoming part of a larger economic entity allows you to solve many problems inherent in small businesses, and also opens up new opportunities for the company to expand its activities.

Features of reorganization in the form of merger of a legal entity

Essence and concept

Merger is a type of reorganization that involves the transfer of rights and obligations from one to another, during which the original company is subject to. The main feature of this type of reorganization is, that is, the transfer of rights and obligations occurs in full, without the possibility of waiving any of them (for example,).

It is allowed for several companies to join one economic entity at once. But at the same time, the equality of their organizational and legal forms must be respected, that is, it cannot be attached to or, and vice versa.

The merger is considered legally completed at the time of making an entry about the company being merged in. From this date, the successor enters into new rights and obligations.

Features of reorganization in the form of merger of a legal entity are discussed in this video:

Norms

The accession procedure is regulated by the following legislative acts:

Law No. 129FZ “On State registration of legal entities and individual entrepreneurs" dated 08.08.2001;
Law No. 208FZ “On JSC” dated December 26, 1995;
Law No. 14FZ “On LLC” dated 02/08/1998;
Tax Code of the Russian Federation.
Civil Code of the Russian Federation.

The merger is associated with the assumption of serious responsibility on the part of the legal successor, since it is he who will have to answer for the obligations of the reorganized company. Therefore, it is worth assessing all the pros and cons of the procedure before making a final decision.

Pros and cons

Joining is widely popular due to a number of advantages:

Does not attract close attention from the tax service, unlike the standard one, which is often preceded.
This procedure less labor-intensive and takes less time than liquidation. The main reason is that there is no need for, since the legal successor retains the previous data in the state register, changes are made only to it.
It can be carried out even with the presence of debts, including to the budget, because the obligations are transferred in full to the legal successor. This simplifies the process, since there is no need to collect.
Subject to established order carried out, the procedure is recognized as completely legal, which excludes attempts by third parties to invalidate it.

For all its advantages, this method of reorganization is not without its disadvantages:

The procedure may be suspended due to claims from creditors. To inform them, the reorganized company is obliged to place an announcement about the upcoming merger in the media.
There is a risk of the need for early repayment of debt if creditors make such a demand within 30 days from the date of publication of the announcement of the reorganization.

The company's management should assess the situation with creditors before deciding to merge with another company. If the risk of exposure early repayment requirements are too high, it is worth paying attention to other forms of reorganization.

Package of necessary documents

The main point when carrying out any legal procedure is the preparation of the necessary package of documents. In this case it should include:

application to the Federal Tax Service in form No. Р16003 (on exclusion from the Unified State Register of Legal Entities);
the decision to carry out reorganization (with a sole founder), or (drawn up by both the reorganized company and the legal successor);
affiliation agreement, which specifies the conditions for the procedure;

Even at the preparatory stage, it must be sent to the Federal Tax Service (within 3 days). Additionally, it is required to publish an advertisement twice in “ ” in order to inform creditors.

Territorial authorities have the right to establish additional requirements, so it is better to check the final list of documents with your inspection.

Application to the tax authorities

The application form in form No. Р16003 is available for download on the Federal Tax Service website. The document consists of the following subsections:

information about the affiliated legal entity;
information about the legal successor;
information about publications in the media;
information about the applicant.

The first two subsections are filled out based on data on companies contained in the Unified State Register of Legal Entities. It indicates the names, details, information about the numbers and dates of entries in the state register. Next, you must indicate the dates of publication of the announcement of the reorganization in the press.

The subsection “information about the applicant” records information about the representative submitting documents to the Federal Tax Service. Here your full name, information about the date and place of birth, details of your identity document, and place of residence are indicated. If a legal entity acts as a representative, its details are also entered.

Making a decision

Reorganization of a legal entity can begin only after a unanimous decision is made by all founders in favor of this event (Clause 1, Article 57 of the Civil Code of the Russian Federation). This decision is made at an extraordinary meeting of the founders (each of the parties), where the affiliation agreement and other organizational issues. If there is only one owner, he simply needs to draw up the appropriate document.

The decision must reflect:

method of reorganization;
the basis for the procedure (contract details);
details of both parties;
responsible person.

For clarity, let’s look at a sample decision of a sole founder.

SOLUTION #5

Sole participant of Aqua LLC

Agreement on merger during reorganization (sample)

As for, there are several options here:

Summation of the authorized capital of all participants in the reorganization.
Maintaining the previous size of the authorized capital of the legal successor with the repurchase of shares of the acquired companies.
Approval of the new size of the authorized capital and distribution of its shares at the general meeting of all participants.

Whatever method is chosen, it should be reflected in the accession agreement. A sample agreement can be downloaded here.

Order on reorganization

Another important organizational point is. The order must reflect that from a certain date the employees of the reorganized company will be transferred to the staff of the legal successor. This order must be familiarized with the signature of all employees, because some of them may not agree to move to a new company.

Order No. 15

On the reorganization of Aqua LLC

In connection with the reorganization of Aqua LLC in the form of merger with Soyuz LLC,

I ORDER:

All employees of Aqua LLC from September 13, 2017. considered to be working for Soyuz LLC.
Head of Human Resources Lavrova E.V. add new information to employment contracts And work books employees.
Secretary Voronina N.A. inform Lavrova E.V. with the text of the order until September 14, 2017.
I reserve control over the execution of the order.

Reason: certificate of termination of activity dated September 13, 2017.

Director Pavlov N.P.

Joining algorithm

The accession procedure includes a number of successive stages. Let's look at them in order.

Reorganization of a company by merger and its step by step instructions discussed in this video:

Preparation stage

At the preparatory stage, a meeting of the founders is held, at which a decision is made on the reorganization and its organizational aspects, fixed by agreement, are discussed. Also on at this stage Employees are notified of the upcoming reorganization. According to Article 75 of the Labor Code of the Russian Federation, they are guaranteed employment in the successor company, but employees themselves may express a desire to quit, so they should be given enough time to search new job until the end of the reorganization.

An essential condition, without which the merger is impossible, is an inventory of the assets and liabilities of the reorganized company. The mandatory nature of inventory is regulated by clause 27 of the “Regulations on Accounting in the Russian Federation”, approved by Order of the Ministry of Finance No. 34n dated July 29, 1998. Based on the results obtained, a transfer deed is formed, according to which all property, rights and obligations of the original company will be transferred to the legal successor.

Notification stage

After preparing the main package of documents about the decision taken regulatory authorities and creditors should be notified. Within three days after the decision on reorganization is made, a notification must be sent to the Federal Tax Service. For this purpose, form No. P12003 is intended, which reflects:

the basis for the start of the reorganization, namely, decision-making;
method of reorganization;
the number of legal entities that will be available upon completion of the procedure;
information about the reorganized company;
information about the applicant.

The same form can also be used to notify the tax authorities of the cancellation of the planned reorganization. To do this, on the first page of the notification, “making a decision to cancel a previously made decision” is selected as the basis.

At this stage, publications are made in the media. It is also recommended to inform creditors additionally by sending them notification letters.

Completion stage

At the final stage, the final documentation is submitted to the regulatory authorities. First of all, you must provide it to the Pension Fund. They are submitted on time - no earlier than 1 month from the beginning of the reorganization, but no later than the day the documents are submitted to the Federal Tax Service on the termination of activities. It is not necessary to take a certificate confirming the provision of information to the Pension Fund, since the tax authorities independently request all the necessary information.

The first includes the following set of documents:

application in form P16003;
decision of the founders;
agreement of adhesion;
deed of transfer.

The second package of documents contains:

application in form P13001;
minutes of the general meeting of all participants in the reorganization;
new edition of the Charter (2 copies);
agreement of adhesion;
deed of transfer.

The final liquidation of the reorganized company and registration of changes in the charter of the legal successor can be carried out only after 3 months from the date of the start of the reorganization. This is exactly the period given for appealing the decision on accession (Article 60.1 of the Civil Code of the Russian Federation). Amendments to the Unified State Register of Legal Entities are carried out by the registering authorities within 5 days.

Thus, if there are no problems with documentation, the connection can be completed in just over 3 months.

Accounting statements

Merger provides for the formation of final financial statements only by the reorganized company. Reporting is prepared the day before information about termination of activities is entered into the Unified State Register of Legal Entities. The merging company must close its profit and loss accounts, and use the net profit (if any) for the purposes specified in the merger agreement.

The successor only changes the number of assets and liabilities, which does not lead to an interruption of the current reporting period. Therefore, he does not need to generate final reports.

Until information about the termination of activities is entered into the state register, all current operations (payroll of employees, etc.) are subject to reflection in the balance sheet of the acquired company. That is, all expenses incurred during the reorganization process should also be included in the final financial statements.

Despite the apparent simplicity of the procedure and its short duration, accession requires serious preparation. As with any other type of reorganization, successful completion of the case requires a complete inventory of the company’s property and liabilities, careful preparation of a package of documents and settlement of the issue with employees and creditors.

Liquidation of enterprises by merger is also described in this video:

Reorganization in the form of merger consists of transferring the assets, rights and obligations of the company to another owner. The previous company ceases to exist. How to incorporate an LLC, JSC or other legal entity.

Before starting reorganization in the form of merger, check the legal requirements in relation to this legal entity

One way to change the corporate structure of an LLC, JSC or other legal entity is to reorganize it in the form of a merger. The reorganization process is subject to:

standards;
relevant corporate laws;
law on registration of legal entities ();
accounting law (), etc.

According to the Civil Code of the Russian Federation, the merger procedure is a form of reorganization in which one or more companies (LLC, JSC, etc.) transfer assets, rights and obligations to the main company, after which they cease to exist in their previous form. At the same time, the main company continues to operate and does not transfer its property to third parties (Clause 2 of Article 58 of the Civil Code of the Russian Federation). The rule on succession works: when carrying out this form of reorganization of previous companies and their merger with the main one, it becomes their legal successor. This means that such a company receives:

rights of former legal entities - to property, to accounts receivable, etc.;
their duties, both contractual and to the state;
the same status as a participant in arbitration disputes if the previous companies participated in any proceedings.

In addition, the main company receives the personnel of the former companies. You will have to decide whether personnel changes, staff reductions, etc. will be necessary. This is not necessary: the business is supported by trained personnel. Employees are aware of business with contractors, are involved in the work process, and there may be no need for dismissal. Upon joining, first of all, the management team is changed.

In 2018, the reorganization of a particular company in the form of a merger depends on its type and special regulation, so the step-by-step instructions for this process for an LLC or JSC will be different. However, there are general steps. Need to:

Accept and sign a decision to join another company.
Notify the tax authorities of the start of reorganization in the form of affiliation by means of a special notice.
Notify the organization's creditors.
Pay off debts to creditors if they require it, as well as fulfill other obligations.
Compensate creditors for losses that arise due to the merger of the company with another legal entity.
Send a package of documents confirming the completion of the procedure to the tax office so that its results are registered in the Unified State Register of Legal Entities.

The decision to join another company is made by the business owners.

Let's consider the most common types of merger: reorganization in this form of limited liability companies and joint stock companies.

When reorganizing an LLC in the form of a merger, take into account the peculiarities of the procedure for companies of this type

A limited liability company can be merged with another LLC, JSC or legal entity with a different organizational and legal form, if the law allows it (paragraph 3, paragraph 1, article 57 of the Civil Code of the Russian Federation). The reorganization is carried out based on.

The procedure for reorganizing an LLC in the form of merger includes several stages:

Responsible persons decide to convene a meeting of participants to vote on the issue of reorganization.
The LLC carries out an inventory of assets and also checks the fulfillment of obligations to counterparties.
Lawyers of the companies participating in the reorganization draw up a merger agreement.
If necessary, obtain permission from the antimonopoly authority for reorganization.
A general meeting is held.
If the meeting voted to join, a notification is sent to the Federal Tax Service about the start of the process.
The LLC notifies each of its counterparties that the rights and obligations will be transferred to another legal entity. If the creditor insists, you need to complete the contractual relationship with him and pay all debts.
The company reconciles its calculations with the tax authorities.
Information about insured persons is sent to the Pension Fund and other insurance organizations.
The LLC that will be closed as a result of the reorganization and the main company hold a joint general meeting.
The LLC sends documents on reorganization to the Federal Tax Service. When the tax authorities make changes to the Unified State Register of Legal Entities, the reorganization is considered completed.

If the company is an issuer of bonds, upon its merger:

make changes to the decision to issue bonds (if necessary, register the changes);
issue new bearer bond certificates instead of the previous ones, and indicate the main person as the issuer in the new certificates (paragraph 2, clause 6, article 27.5-5).

In addition, within 30 days from the completion of the reorganization of the LLC in the form of merger, the main legal entity sends a notice to the Central Bank of the Russian Federation about a change in the issuer of bonds. If the LLC was the issuer of exchange-traded bonds, they notify not the Central Bank, but the exchange that admitted the exchange-traded bonds to trading. Also, according to paragraph 8 of Art. 27.5-5 of the Securities Law, the main person in a number of cases is obliged to disclose information according to the rules of Art. 30 of this law.

The authorized capital of the organization that merges the former LLC will increase due to:

authorized capital of LLC;
other own funds of the reorganized company (for example, additional capital, retained earnings, etc.).

This rule applies both in the case when an LLC is merged with a JSC, and in the case of merger with another LLC.

Reorganization of an LLC in the form of affiliation begins with the preparatory stage

The decision to convene a meeting is made in accordance with the general rules for convening and holding general meetings of an LLC. From the moment when the responsible persons decided to convene a meeting, and until the moment a decision is made on the issue of reorganization of the LLC, preparatory stage. Need to:

decide to hold a general meeting,
obtain the consent of the antimonopoly authority,
prepare an LLC merger agreement,
conduct an inventory of the company's property,
check the fulfillment of obligations to counterparties.

The general meeting analyzes the information received, the draft merger agreement, the state of affairs of the company and decides whether to approve the reorganization of the LLC in the form of merger with the main entity. A similar decision is made by the general meeting of each organization that participates in the reorganization.

Only the general meeting has the competence to decide whether to support the merger of the LLC. Participants make a unanimous decision to join. Other options are not allowed (paragraph 2, paragraph 8, article 37 of the LLC Law). The minutes of the meeting record the voting results. The meeting makes a decision on the merger and approves the merger agreement of the limited liability company. The general director of the LLC signs the agreement.

At the main stage, an inventory is taken and payments are made to creditors.

When the general meeting decided that the LLC will be merged with another organization and approved the agreement, the main stage of the reorganization begins. During this stage you must:

notify the Federal Tax Service of the reorganization;
notify the creditors of the limited liability company and make settlements if the creditors demand early fulfillment of obligations or compensation for losses;
reconcile settlements with the Federal Tax Service;
send information about insured persons to the Pension Fund and other insurance organizations;
organize and hold a general meeting of participants of all companies that participate in the reorganization.

Within 3 working days from the decision to join, the document is sent to the tax office via. The resolution of the meeting must be attached to the document. The Federal Tax Service will provide a receipt of receipt of the document and publish information on the receipt of documents from the LLC on the website. In 3 days there will be a mark in the Unified State Register of Legal Entities indicating the beginning of the reorganization. The tax office will provide an extract from the Unified State Register of Legal Entities to all participants in the reorganization.

At the end of the main stage, a joint general meeting of participants of the companies involved in the reorganization is held. The procedure for holding such a meeting is specified in the accession agreement. The task of the meeting is to agree on changes to the charter of the main person. What changes need to be made to the charter are also indicated in the contract. In addition, the meeting can elect a new general director or resolve other issues as necessary.

At the end of the reorganization, in the form of affiliation, the Federal Tax Service is notified of the closure of the previous LLC

Companies that participate in the merger send tax documents confirming the completion of the procedure. This is done no earlier than 3 months from the date when the tax office made an entry in the register about the start of the reorganization. The set of documents includes:

Form No. P16003 with a request to enter information about the termination of the LLC’s activities into the Unified State Register of Legal Entities;
agreement on merger of the company;
documentary evidence that creditors were notified of the reorganization (copies of publications in the Bulletin).

After the Federal Tax Service registers the changes and issues an extract from the register, the merger of the LLC is completed.

Before joining a JSC, shareholders have the right to demand the repurchase of shares

IN general view reorganization of a JSC with the form of merger is similar to the procedure for an LLC. Required:

Make a decision to convene a meeting and hold a meeting to discuss the issue of reorganization. A draft agreement on merger with another company must be prepared, and permission must be obtained from the FAS, if required (Article 27, Article 31).
Take a vote. For the reorganization, you need to get 3/4 of the votes of the shareholders who took part in the meeting (clause 4 of article 49).
Notify the Federal Tax Service about the start of the procedure.
Notify creditors and pay those who require it.
Check the calculations with the Federal Tax Service and send the necessary data to the Pension Fund.

In addition, the company is obliged:

buy back the shares of those shareholders who request it (Clause 1, Article 75 of the JSC Law);
register the issue of shares that the company will place as a result of the merger (this is done if the shares of the acquired JSC are converted into additional shares of the main JSC);
notify the registrar of the start of the procedure, which maintains the register of shareholders of this company.

For state registration of new shares, you will need to prepare a set of documents.

After all stages have been completed, the JSC submits documents to the Unified State Register of Legal Entities on completion of the merger. The previous company goes out of business.

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Due to the current economic situation in our country, it becomes problematic for most entrepreneurs to conduct their labor activities in the domestic market without causing damage to their business. There are a number of explanations for this: rising prices for raw materials, the presence of serious competitors, and so on.

For this reason, many decide to join forces in order to recreate a more powerful company and thereby survive in the current situation.

In addition, reorganization is also decided to optimize taxation.

Reorganization methods

According to Article 75 Civil Code Russian Federation, reorganization of a legal entity can be carried out in the following ways:

merger . This definition means the unification of several legal entities into one single entity, while ensuring the continuity of rights and obligations;
separation . A method of reorganization, after which a single legal entity is divided into several separate legal entities. persons;
accession . This definition means the “infusion” of one or more companies into a legal entity to which they directly join;
allocation . This involves the creation of several companies, which, after reorganization, retain the original legal entity. But at the same time, rights and responsibilities are shared between all participants;
transformation — complete completion of the activities of a legal entity with the parallel creation of a new company.

Often, reorganization methods are the best alternative. They allow not only to preserve the life of the company, but also to give it the opportunity to develop in the future, in the form of a merger with another organization.

Reorganization by merger - features in 2016

If the firms that have announced the start of the reorganization procedure are not cooperatives, but are registered as an antimonopoly authority, additional conditions are imposed on them.
the additional conditions put forward are in the form of obtaining additional permission from the FAS.

According to recent changes in legislation, when issuing such a permit special attention pay attention to those companies that have overall size assets exceeds the mark of 7 billion rubles.

The changes also affected those companies that undergo reorganization with a license. They also need permission from the FAS.

It is worth noting that the legislation provides for a period during which they must obtain permission and re-register their company to resolve this issue. Exact numbers no, since for each case the period is calculated individually.

Order

Reorganization in the form of merger is carried out in the exact manner prescribed by the legislation of the Russian Federation. It must not be violated.

After all the changes, the reorganization procedure in 2016 is as follows:

Determining the method of reorganization by carrying out voting by all company owners who are going to join.
After choosing a method, between the owners of companies who decided to join an agreement is signed . It must indicate the rights and obligations of each party, the grounds on which the reorganization takes place, as well as the terms of taxation directly by the state itself.
At the third stage it is necessary notify all authorities of the start of the merger process who hold company data, including notifications are sent to large creditors and extra-budgetary funds.
It is necessary to submit the corresponding announcement of reorganization in the State Registration Gazette . This procedure is repeated several times.
At the fifth stage it is necessary to start collecting the necessary documentation . This list includes documents of several categories: from the founders and from the company. In addition, category 1 has several subcategories: founder - individual– legal.
Carrying out an inventory of company property . When recording in the registration journal, each object must be assigned its own inventory number. After this, the deed is drawn up by a notary and transferred to the new management.
At the seventh stage, appropriate adjustments are made to charter of the newly elected managing legal entity .
The final stage is for the registration service to receive a document that confirms completion and after that the new rules come into force.

On average, it takes week. The rest of the time, you should wait for an appropriate decision.

Documents to the Federal Tax Service

The required documentation that is submitted to the Federal Tax Service consists of the following list:

application drawn up in form P16003;
constituent documentation of each participant in the process of reorganization of a legal entity (charter, TIN certificate, changes, OGRN);
a notarized decision on reorganization, which was adopted at the general meeting of owners;
signed accession agreement;
decisions on affiliation that were made directly in each company separately at internal meetings. Each of them must be notarized;
confirmation of publication in the media (a copy of the newspaper is sufficient);
transfer act.

Timing and cost

The standard period for reorganization by merger is no more than 3 months. On average, this figure is no more than 2-2.5 months.

The total cost of reorganizing several legal entities is no more than 40,000 rubles. In the event that 3 or more legal entities take part in the reorganization. persons, the price increases by 4,000 rubles for each additional person.

The relatively low cost of reorganization makes this service very popular in the domestic business market.

Merger of LLC to JSC - features

One of the ways to reorganize an LLC or JSC is to directly merge with another. As a result of this reorganization, LLC completely completes its work activity in the form of an independent organization, and all assets are transferred to the JSC.

An important feature is the fact that all permits for carrying out activities are not transferred, and therefore they must be issued in a new way.

In addition, before starting the reorganization, it is imperative to hold meetings in each company and have the decisions notarized. As a rule, this is a standard general meeting where decisions are made by voting. An act of transfer is formed on it (it must be notarized).

The field of holding meetings and making decisions at them should be notified tax service at the place of registration about the desire to begin the reorganization procedure. Moreover, reporting should be provided to Pension fund at the place of registration of companies.

All further actions look similar to the above-described procedure for carrying out the reorganization.

Nuances and procedure for joining - on video

A representative of the Business Support Center talks about the procedure for reorganization in the form of affiliation.

Reorganization of an LLC by merger - step-by-step instructions will help you carry out the procedure in strict accordance with the legal norms that regulate it. The article examines each stage of the company's reorganization.

Reorganization by merger: general provisions

By virtue of Art. 51, 57 of the Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ, a company can be reorganized, including through merger.

The result of the procedure is the formation of a single legal entity that unites the authorized capitals of all affiliated organizations. In this case, the acquired companies lose their status as legal entities, that is, they cease to exist. All rights that they had are transferred to the organization to which other companies have joined by way of succession.

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

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

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

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

IMPORTANT! General meetings must be scheduled in all companies participating in the procedure (separately). After a decision is made to conduct a collection, notifications are sent to the organization's participants.

Before carrying out the reorganization, it is necessary to conduct an inventory of the company’s assets (Article 11 of the Law “On Accounting” dated December 6, 2011 No. 402-FZ). This is a procedure for reconciling the property that should be on the balance sheet of the enterprise according to the documentation with the actual assets available. For this purpose, a special commission is created, which carries out all the necessary actions.

Stage 2. Drawing up an accession agreement

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

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

general provisions;
procedure for carrying out the procedure;
the procedure for exchanging shares in the authorized capital of the acquired and merging companies;
procedure for holding a joint general meeting;
provisions containing the procedure and grounds for termination of the contract;
information about the succession procedure.

The merged legal entity transfers all rights and obligations to the company to which the merger is made. In this case, rights and obligations are transferred without deed of transfer(clause 2 of article 58 of the Civil Code of the Russian Federation).

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

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

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

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

In addition, merging companies must send to the Pension Fund:

information about each insured employee;
data on insurance premiums that were accrued and paid;

Additionally, merging companies must notify creditors of their upcoming reorganization (Clause 1, Article 60 of the Civil Code of the Russian Federation).

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

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

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

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

Stage 5. Making changes to the Unified State Register of Legal Entities

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

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

The following must be submitted to the tax authority at the place of registration of the company, which is joined by other organizations:

application in form P16003 (termination of activities of those organizations that are merging), the form of which was approved by order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6/25@.
accession agreement;
application in form P13001 (amending the constituent documents, approved by the order of the Federal Tax Service indicated above);
minutes of the general meeting;
new charter;
document confirming payment of the duty (800 rubles);
application in form 14001 (amending information about a legal entity, approved by the order of the Federal Tax Service indicated above).

The registration period is 5 days.

Thus, the procedure ends with the formation of a single company, which includes general rule members of affiliated companies enter, combining their shares in the authorized capital. The above steps will help you get an idea of the sequence in which you need to act when reorganizing a company through merger.