Reorganization is the process of transferring a certain part of the duties and rights to other branches of a legal entity. At the same time, the main enterprise does not stop its activities. There are several rules by which an organization is reorganized. This article is devoted to the form of separation, as one of the ways of transforming an enterprise.
General information
The reorganization procedure in the form of separation has long been used in practice in various areas of economic life. In this regard, the basic rules for its implementation are fixed in such regulatory acts as the Civil Code, the Tax Code and sectoral federal laws. A feature of the process under consideration is the fact that the newly formed company is part of a previously existing company, but at the same time its founders act as owners of a separate structure. They have the ability to issue their own regulations and manage their current account.
Characteristic
The reorganization procedure in the form of separation is considered the most difficult option for the transformation of the enterprise. As a result of the process, one or more new companies are formed. It should be said that this result is characteristic of almost all forms of transformation. A certain proportion of duties and rights is transferred to educated structures while continuing to operate the main enterprise. Reorganization in the form of separation is characterized by a singular succession. It is impossible with other types of transformation of the company.
Classification
In accordance with legislative provisions, such a change in the structure of an enterprise can be either compulsory or voluntary. In the first case, it occurs in accordance with the Federal Law governing the protection of competition. For example, if an enterprise carries out entrepreneurial activities and has a monopoly on a particular service or product, the state may force it to reorganize in the form of spin-offs. This will ensure the creation of artificial competition. A similar situation may arise with a non-profit company. If its monopoly brings significant profit, it will be forced to carry out a transformation. Wherein reorganization of a legal entity in the form of separation is allowed if a single company can exist on the market of goods or services alone. Such processes should be considered by the court. If an appropriate decision is made, the owner of the company or authorized bodies must carry out the conversion within the prescribed time. In accordance with the provisions of the law, it must last at least six months.
Voluntary procedure
There are various factors under the influence of which reorganization of LLC in the form of isolation may become necessary. For example, one of the owners involved in the labor process decided to conduct business independently. The need for transformation may arise in order to optimize management in several structures. Often, to prevent liquidation, a reorganization of the company is carried out. The allocation form is characterized by the provision of not only rights, but also obligations. Moreover, the latter may be debt. After that, the subsidiary can be declared bankrupt. In this case, the main enterprise will settle with small debts, thus continuing its functioning.
It is also worth saying that the newly formed company is not obligated to pay duties, taxes and fees for the old company under the Tax Code.The reorganization of an LLC in the form of an allotment can thus be used as a way to prevent the accumulation of debt. Of course, it is likely that the court will oblige the company to pay it. However, this is possible only if it is proved that the purpose of its creation was precisely evasion of payment.
Reorganization in the form of allocation: step-by-step instruction
The process under consideration has its own specifics. Enterprises that decide to carry out a reorganization often face a wide variety of problems. In order to avoid certain difficulties, it is advisable to use a practical guide to transforming the enterprise. The selection of the enterprise is carried out in several stages:
- Decision-making.
- Submission of application.
- Notification to creditors.
- Publication of the upcoming procedure.
- Preparation of documentation.
- Balance sheet.
- Notification from the FIU of no debt.
- Transfer of documentation to the registration service.
We consider each separately. 
Decision-making
The discussion of the reorganization is carried out at a meeting of participants. The shareholders make a decision on the transformation, approve the procedure and conditions for the reorganization. Meanwhile, it is worth saying that the development of the plan should precede this process. During the preparatory stage, the company management must evaluate its assets and property, prepare documentation for examination. The plan will allow you to structure operations, reduce discussion time. Decision making must be unanimous. This means that all participants in the meeting (if there are several) must vote for the reorganization. Problems usually do not arise if the company has one founder. During the meeting, minutes must be kept.
Application
It is sent to the registration and control body to notify these structures of a change in the enterprise. These authorities shall make appropriate entries in the registers. The provisions of the law require notarized certification. Only after that it is sent to the authorized body. After three days, the company will receive a response on acceptance or rejection.
Important points
When filling out the application, attention should be paid to paragraphs 1 and 4. The first should indicate the number of persons participating in the allocation. Due to the fact that the new company has not yet been formed, only one economic entity fits in. The fourth paragraph contains information on the number of neoplasms that are supposed to be formed. This issue is decided at the meeting.
Notifications
First of all, during the reorganization, it is necessary to notify creditors of the forthcoming procedure. Notifications are sent after sending the application and receiving a response from authorized structures. Creditors must be notified within five days. For this, it is advisable to send registered letters with delivery notifications. In addition, the company must publish information about the start of the procedure in the official Gazette.
Preparation of documentation
The legislation provides for the need for the following securities for an enterprise that is undergoing reorganization in the form of a spin-off:
- Separation balance sheet.
- Statement on f. p12001. In accordance with the unified form, it must contain information about the company that will be formed, the number of entities that will work in it, the number of persons implementing the spin-off procedure, and so on.
- Local regulatory act of the created enterprise.
- Protocol or decision on allocation.
- An act approving a new body responsible for drafting and implementing the charter.
- Duty receipt.
- Copies of the pages of the Bulletin. They are needed as evidence of a public notice of the upcoming process.
- Notification from the Pension Fund of the absence of debt.This certificate is not considered mandatory, however, as practice shows, its presence contributes to a significant acceleration of the process.
Final stage
After preparing all the documentation, it is transferred to the registration service. In a five-day period, the latter checks the paper. At the end of this process, the registration authority issues 2 packages of securities - to the old and new companies. The exact date of receipt will be indicated on the receipt, which the person authorized by the company will receive upon delivery of the papers. The registration authority may also send the documentation by mail.
Additionally
After registration, the stamps of the new company are made. In addition, the company must open a payroll account (one or more) and notify the tax service about it. The reorganization will be considered completed from the moment of recording of the newly formed company in the Unified Register.
Requirements
When carrying out the reorganization in the form of separation, it is necessary:
- Make staffing. It should indicate the number of employees who will work in the new company, as well as distribute responsibilities between them.
- Transfer to personnel documents. We are talking about papers on employees who are transferred to a newly formed company.
- Alert employees about upcoming conversions. At the same time, those employees whose operating conditions at the enterprise will be changed are subject to notification. With their consent to the transfer, appropriate entries are made in the work books, an annex to the contract is drawn up.
Reorganization of the form of separation: separation balance sheet (sample)
The preparation of this document is the responsibility of the enterprise carrying out the transformation. Its approval is carried out at a general meeting of participants. It contains information about the obligations and property of both the existing and the newly created company. The separation balance sheet is considered as a set of documentation reflecting data on the past, current and future work of the enterprise. In particular, it includes annual reporting, inventories, lists of obligations and material values, and the procedure for their distribution.
Succession
Another binding document is the deed of transfer. When reorganizing in the form of separation, it indicates provisions for succession in obligations with respect to creditors and debtors, including the disputed ones. It must be approved by the participants of the company or by the body that decided to carry out the transformation. The deed of transfer is submitted together with all the above documents to the registering authority.
Conclusion
The transformation of the enterprise in the form of separation allows you to prevent a crisis or loss in doing business. It is carried out for:
- Distribution of fields of activity.
- Restructuring or disposal of assets.
- Transfer of shares in the presence of a ban on direct transactions.
- Optimization of the taxation process.
- Company management improvements.
It should be noted that the allocation can be used not only as a specific alternative to elimination. It can contribute to the recovery of the company. In this case, the allocation will remove from the company unprofitable direction. In addition, this process is sometimes used to resolve differences between founders. As a result of the spin-off, a completely new legal entity is formed.
