Reorganization of an LLC is a process in which a legal entity is actually liquidated. person through the formation of one or more firms on the basis of succession. Often the need for this arises during the expansion of the business, the collapse of the company due to financial difficulties, when creating joint ventures and in other cases.
Eliminate or not - that is the question
The procedure and features of the reorganization of an LLC into an AO or another form are of interest to many. This is due to the fact that entrepreneurs seek to avoid increased attention to their activities from the tax authorities. In order for the translation to be quick and competent, a clear knowledge of the legislative requirements and rules is required.
Between the words, the peculiarity of the reorganization of a closed company into an LLC is that these two forms are close to each other.
So, in addition to the indicated nuances, the liquidation entails the departure of tax inspectors to the enterprise, and their conduct of an extraordinary audit. Therefore, as an alternative, many are trying to find methods of disbanding the company in such a way as to avoid a lot of unpleasant problems.
Features of the reorganization of LLC consider below.
Forms
The law provides for the following forms:
- transformation;
- separation;
- merger;
- affiliation;
- selection;
- a mixed form of reorganization, combining several forms at once.
The content of the reorganization forms
The transformation of an LLC means that the legal form of a particular company is changing, for example, from a limited liability company it can be transformed into a joint-stock company. Creation of individual entrepreneurship is impossible, since only an individual can do this. Here we are talking about legal. Therefore, the company must also be reorganized into an organization. The transformation of LLC into IP is possible only when the company is completely liquidated, and after which IP is created.
The peculiarity of the reorganization of the LLC is that this process is carried out in order to close the company. This is done, as a rule, by merger or accession, less often - by separation. Each of the methods has its own characteristics. Joining means the termination of the enterprise by its entry into another organization. In this jur. All rights and obligations are transferred to the person. The reorganization of an LLC in the form of a merger is when everything moves to a new company. Upon allocation, the company does not stop its activities. However, part of his rights and obligations are transferred to the new legal entity.
The main legal aspects of the above features of the reorganization of the LLC are clearly regulated in the law "On Limited Liability Companies". The founders should decide on the form at the very initial stages, since the order of conduct directly depends on which form the founders choose. It also largely depends on the goals that they pursue. If this is done in the interests of business, then the nature of the operation that you plan to carry out determines the form of reorganization.
Various reorganization methods
If the peculiarity of the reorganization of the LLC consists in joining, then one of the legal entities must remain in the state registry under the same TIN and PSRN. In this case, the following actions are noted: the cessation of the operation of the LLC that is joining, and the introduction of the relevant amendments to the Charter of the assignee.
There are other nuances. If the reorganization of the enterprise occurs by the method of merger, then all its participants must be liquidated. All their rights and obligations are transferred to the shoulders of the assignee.
If the reorganization takes place by the allocation method, then the so-called singular succession is applied here, which means a partial transition. This will allow all owners to transfer their assets to, so to speak, a “pure” company, which does not bear any responsibility in terms of tax obligations of its predecessor.
Features of the liquidation and reorganization of a limited liability company is that the process of creating a new enterprise by transformation does not exclude the removal of one or more legal entities from the future composition.
The procedure for the reorganization of LLC
The procedure consists of several stages, which do not depend on which form is chosen by the founders:
- Making a decision that the company should be reorganized.
- Notification of the authority that will conduct the registration of the start of the reorganization procedure of the LLC.
- Mark on the beginning of the reorganization in the register.
- The publication in the media of an announcement that should contain all the information about the participants, the timing of the reorganization, as well as the procedure for submitting all kinds of claims.
- Notification of creditors, which must be made by each of the participants in the LLC.
- Preparation and submission of documents, the list of which differs significantly depending on what method the reorganization will be carried out.
- Receipt of final papers that confirm the fact of completion of the procedure
- Submission of documents. The list of securities may vary depending on the form of reorganization.
- Receive documents that indicate that the procedure is completed.
How to join
Step-by-step instructions for the reorganization of the LLC in the form of accession:
- The agreement of both companies (joining and joining) on the conditions of the procedure.
- They hold a meeting at which participants must unanimously decide on reorganization. All results are documented in a special Protocol of the meeting, which is documented by a specific person who carries out all the necessary actions for state registration.
- The director of the company or other responsible person fills out a document in the form p12003 within 3 days, after which he notarizes it and submits it to the IFTS.
- After 3 working days, the applicant receives entries in the USRLE on the tax sheet, which confirms that the company has begun the reorganization process.
- The responsible person organizes the publication of a message on the future reorganization in the "State Registration Bulletin", on behalf of both LLCs. This message should contain information about the participants, as well as the procedure for submitting claims by creditors (there should be 2 such messages).
- Each LLC, among other things, must inform each of its creditors about the upcoming merger. This should be done in writing no more than 5 days.
- Preparation of a package of documents for state registration, which include: a statement on the entry in the Unified State Register of Legal Entities of the fact that the affiliate is legal. the person finishes the activity, the contract of accession, as well as changes in the Charter of the company, which is the assignee.
- After the second message is published in the Vestnik, the applicant must contact the IFTS. He can do this personally, either through his representative, or electronically by sending a letter via the Internet, which is possible only if he has an electronic digital signature.
- The responsible person receives a record of incorporation, as well as a certificate of accession of a legal entity, a certificate of liquidation and one copy of the Charter. This happens after 5 days.
Step-by-step instructions for the allocation of LLC
The procedure consists of the following steps:
- At a meeting of all participants in the company, a decision is made to reorganize the enterprise and, through the allocation of the establishment of a new LLC. How does this happen? As well as during the meeting on joining the LLC, at the separation meeting, a Protocol is kept, which must necessarily indicate the name of the legal entity over which the allocation procedure is planned. In addition, the conditions for the separation of the authorized capital and liabilities between all the companies that are part of the LLC must be approved.
- A mandatory inventory procedure is carried out, on which an assessment of the value of each unit of property of the enterprise is established.
- The founders form and approve the so-called separation balance sheet, which is a document on the basis of which finances, rights and obligations are distributed, as well as company assets.
- The general director of the enterprise must inform the tax inspectorate about the upcoming reorganization of the company, as well as inform all creditors of this organization. In addition, he must publish a message about the reorganization in the "Bulletin of State Registration" in a specially established manner for this.
- LLC participants prepare documents for registration of the legal entity to be separated. This should be done before the second media announcement. These documents include:
- statement;
- The charter of the new LLC (required in duplicate);
- state duty receipt - 4 thousand rubles;
- deed of transfer;
- a document that confirms the submission of data to the FIU.
Next steps:
- Preparation of the new Charter of the LLC, an application corresponding to the form p13001 for registration with the Unified State Register of Legal Entities, a receipt for 800 rubles (state duty), as well as an annex to the document that sets out the decision on the allocation.
- Submission of packages of documents to the tax office and their receipt, which should happen 5 days after submission.
- The chief executive officer of the legal entity to be separated out begins all the necessary procedures for making a seal, opening a new personal account, etc.
Adjacent forms
The remaining methods of reorganization of enterprises, such as division or merger, almost do not differ in the order of implementation and the set of documents. Registration actions also remain virtually unchanged. The exception is that it is necessary in these cases to draw up a separation or merger agreement. Another difference is that in this case, a new legal entity must be registered and established.
The peculiarity of the reorganization and liquidation of the LLC is that the company will no longer be the same.
The accession procedure is the simplest and shortest. Usually it takes about two months. Other methods of reorganization, as a rule, have a more complicated registration procedure. The terms for them are longer. On average, such procedures are carried out in about 3-4 months.
By the way, what is the difference between the reorganization and liquidation of an LLC? In the claim of succession. What does it mean? In the second case, this means that the organization has no successor.
Required paper
The documents required for registration of the reorganization of the enterprise, regardless of how it will be implemented, have an exhaustive list. These include:
- papers that can confirm the fact of notifying creditors, as well as media alerts;
- letter of guarantee;
- an order to appoint a manager;
- lease contract.
The inspector of the tax authority may require any information of interest to him. The presence of additional documents here will help the enterprise management speed up and facilitate the reorganization process.