Reorganization of an LLC is a process during which a termination or other change in the legal status of a legal entity takes place. This procedure entails the succession of organizations. 
Process specifics
The procedure under consideration involves the simultaneous formation and (or) termination of several or one legal entity. There are five ways that an LLC reorganization can be conducted:
- Joining.
- Selection.
- Merge.
- Separation.
- Conversion.
Consider the latter option in more detail.
Reorganization LLC in the form of transformation
This method has a number of specific features. In particular, during the transformation, a legal entity with a different legal type arises. At the same time, the former company ceases to exist. The newly created legal entity accepts all the duties and rights of the former under the deed of transfer.
Limitations
They are established when choosing the legal type of legal entity for which the reorganization is carried out:
- Transformation of CJSC - into LLC, non-commercial partnership, production cooperative. The same rules apply to Open joint-stock company.
- Non-profit autonomous organization - to the fund.
- Reorganization of LLC - into OJSC, production cooperative, business partnership.
- Non-commercial partnership - in a business company, non-profit autonomous company, fund. The same restrictions apply to a private institution.
- Union or association - into a business company, non-profit autonomous organization, foundation, non-profit partnership, partnership.
For charitable foundations, restrictions are established by the corresponding Federal Law. According to Article 11, such an organization cannot be transformed into a business company or partnership, in contrast to a production cooperative. For him, the indicated types are established in Art. 112 of the Civil Code. Changing other legal types is regulated by the Civil Code or relevant laws.
Primary requirements
The reorganization of a closed joint-stock company into an LLC or other type of legal organization cannot be carried out only with one founder - a legal entity, which, in turn, consists of one member. The legislation also establishes requirements for authorized capital. CJSC reorganization into LLC is carried out at least at 10, and open - at least at 100 thousand rubles. The founder of the partnership is an individual who must be registered as an individual entrepreneur. The law provides requirements for the number of participants:
- In a non-profit partnership - at least two.
- In a production cooperative - not less than five.
- In partnerships - at least two.
The name of the non-profit organization must include an indication of the planned (current) activity. It should also be noted that a change in the type of AO (for example, from closed to open) is not considered a reorganization by transformation. This process is carried out and recorded as a change of name. 
Mandatory reorganization of LLC
For some types of legal entities, the legislation establishes certain conditions under which appropriate changes should be made. In particular:
- Reorganization of LLC and closed joint-stock companies is carried out without fail with the number of participants more than 50. In this case, the company should become a production cooperative or an open joint-stock company.
- If the decision of the participants entrusts the entrepreneurial activity to the union or association, then such a legal entity shall be transformed into a partnership or business company.
The composition of the founders
The reorganization of the LLC in this way does not imply a change in the composition of participants. Introduction of new or removal of former founders is carried out before or after the procedure. Registration of the created enterprise is carried out in the manner prescribed by law. At the same time, certain information and documents are provided to the authorized body.
Required paper
For registration, you must provide the following documents for the reorganized company:
- Decision / protocol on the formation of the executive body.
- Extract from the register.
- Decryption of accounts payable.
Copies:
- Sv-va on state registration of legal entities (sv-on receiving PSRN).
- Constituent documentation with changes.
- The balance sheet for the last reporting period.
- Extrabudgetary Notices.
- Information letter on accounting in the USREO.
- Notices of registration of the issue of securities and an extract from the register.
- Sv-va on registration with the tax authority.
- All sv in registration of changes.
Documents for the created company
The company to be established must provide:
- Information about the name (abbreviated, full, and if any, in a foreign language).
- Papers confirming the location of the company (legal address with an index).
- The form of payment and the size of the authorized capital - property or money.
- In the case of the creation of the Criminal Code with material assets, the value of which is more than 20 thousand rubles, an act is provided from an independent appraiser.
- Taxation regime (simplified or conventional system).
- Activities.
- Information about the manager (address, job title, full name, TIN).
- Information about the chief accountant.
- Information about the founder, the size of the share in the authorized capital.
- The name of the bank branch in which the account will be serviced.
If the reorganization of an LLC is registered by an individual, he should be presented with a copy of the passport and the TIN. During the procedure, the legal entity, in addition to the above papers, provides copies of:
- Sv-va about the state registration of the organization.
- Constituent documentation, decision (protocol) on the creation of the company, election of the head, order of the director.
- Bank details.
Main steps
How is the reorganization of the LLC carried out? Step-by-step instructions include the following steps:
- Decision making at the general meeting of the founders.
- Tax authority notice.
- Publication of messages on changes in official publications.
- Election of executive bodies.
- State registration.
- Deregistration of a ceased company.
General meeting
At it, the founders decide on the reorganization in the form of transformation. The protocol also establishes the procedure and conditions for making changes, exchanging shares of participants for:
- securities of AO;
- shares of members of the ODL;
- contributions of joint venture capital of a business partnership;
- shares of participants in a production cooperative.
At the meeting, the charter of the company being created is also approved, a deed of transfer is drawn up.
Tax Inspection Notice
After making the appropriate decision, the company must notify the authorized body of this within three days. A notification is sent in writing. In accordance with the notice of the beginning of the transformation, the tax authority makes an entry in the register that the organization is in the process of change.
Publications in official publications
After making a record in the Unified State Register of Legal Entities about the beginning of the transformation, the company twice a month places in the media, printing the registration data of legal entities, a message about the reorganization. Creditors of the enterprise no later than 30 days. from the date of the last publication they may demand in writing the performance of obligations (if any).If it is impossible to satisfy the requirements ahead of schedule, the obligation is terminated with reimbursement by the legal entity of the corresponding losses.
Election of organs
The founders make an appropriate decision. The election of the executive body is carried out in accordance with the requirements of applicable law. After the establishment of the structure, it is entrusted with carrying out actions related to the state registration of the company that is being formed during the transformation. 
Removal from the register
After completion of the registration procedure, receipt of the relevant certificate of completion of the company reorganized during the transformation, the company must open a bank account in the bank. Moreover, it should be deregistered in:
- Tax service.
- Statistics Authority.
- Extra-budgetary funds.
Along with this, the seal is destroyed and all previous accounts are closed. The new society is registered with the tax inspectorate, extrabudgetary funds, and the statistics agency. As a result of the transformation, the created company becomes the absolute successor of the company that ceased operations in accordance with the deed of transfer.