Reorganization in the form of the transformation of a joint-stock company into a LLC is a necessary measure for those legal entities that do not have the ability to follow procedures that are relevant to their activities. This article will help you understand how to carry out such a procedure in stages and what it will take. Also, in the material, we will consider step-by-step instructions for the reorganization of AO into LLC.
AO and LLC - the main points of contact
A joint-stock company (JSC) is an organization in which the authorized capital is divided into a certain number of securities or shares. The participants of such an economic entity or shareholders are not liable for the obligations of the company, therefore their possible financial losses will be only within the value of their shares. Mixed reorganization of AO and LLC occurs according to general rules.
It is considered a complex and lengthy process, which takes an average of at least six months. With a mixed reorganization, as a rule, any double processes are carried out, respectively, the procedure can last even longer.
There are two options for its implementation:
- In the form of a merger. As a result, a new unified structure can be obtained regardless of how many participants there were.
- In the form of accession. At least two organizations take part, as a result, one or another structure is absorbed by one.
However, we consider the transformation form below.
A limited liability company (LLC) establishes one or more legal entities or individuals, and its authorized capital is divided into shares. Participants are not liable for obligations, and also do not bear the risk of losses in the framework of the value of the shares they own in the authorized capital.
Is it possible to reorganize AO in the form of spin-off of LLC
Yes, however, this is a complex step-by-step procedure. First you need to register the AO as a Limited Liability Company, separate and register a new LLC, then back the company from which the LLC left, to make the Joint-Stock Company.
But back to the topic of our article.
Consider the procedure for the reorganization of AO into LLC at each stage.
Stage 1. Notification that the conversion procedure has begun
What needs to be done at the very beginning? It is necessary to act in accordance with a certain order. If at least one step is violated, the consequences can be very serious.
The first step is to make a decision on the general meeting of shareholders at which the issue of transforming the joint stock company is considered. A board of directors is convened for an extraordinary meeting, provided that the Charter of the organization does not provide otherwise. According to the law on joint-stock companies, it is allowed to do without a board of directors if there are less than fifty shareholders in a company. And with the introduction of the new Civil Code of the Russian Federation, it is allowed to do without non-public joint-stock companies without it at all. In cases where the company does not have a board of directors, then the charter prescribes the body or person who has the right to such a convocation. As a rule, the CEO has such authority. The decision to reorganize the joint-stock company into LLC has already been made.
Stage 2. Collection and preparation of documents
The second stage is quite responsible.
At this stage, they prepare the draft documents, which should be approved at the general meeting. Shareholders have the right to study it before the meeting. Moreover, it is recommended that a draft deed of transfer be approved for approval by the council. In order to convert until September 1, 2014such a document was required without fail, after this date for state registration of the reorganization of the AO into a company LLC, this requirement was canceled. And, nevertheless, it is worth preparing for financial statements. It is important to note that in the laws on joint-stock companies, state registration of legal entities and individual entrepreneurs, information on the deed of transfer remains to the present, and therefore some tax inspectorates in the regions of Russia continue to require the act, and may refuse state registration if it is absent.
Stage 3. The notice that the general meeting is convened
At this step, they inform about the general meeting of shareholders, where the issue of transforming the joint-stock company is considered. For this, a list of shareholders eligible to participate in it is compiled, according to the register of shareholders. The shareholders are notified of this event by letter (usually by registered mail), unless otherwise specified in the charter, or the notification is handed over against signature. The main thing is that the notification should indicate all the important issues necessary for the solution and transformation.
According to the new Civil Code, the composition of the persons participating in the meeting is required to be confirmed. In public joint-stock companies, only the registrar is engaged in such a register of shareholders, and also acts as a counting commission. As for non-public joint-stock companies, either the registrar or the notary is responsible for this, and in this case, unlike public joint-stock companies, the registrar can be vested with the functions of such a commission, or they turn to the notary for this matter.
Stage 4. Holding the general meeting
This is considered valid if there are shareholders who own securities and form in aggregate more than half of the votes of the outstanding voting shares of the company. The decision to reorganize the joint-stock company into an LLC must be taken by a majority, that is, ¾ of the votes of the shareholders who participate in the meeting. The decision reflects certain information regarding the procedure and conditions for the reorganization of an AO into a LLC. The name and address of the new institution are also found there. The decision reflects the procedure for the exchange of shares and shares, the charter of the LLC after the reorganization from the joint-stock company, the election of candidates to governing bodies, and, if desired, the deed of transfer.
Step 5. Approval of the minutes of the meeting.
After the general meeting of shareholders, the minutes of the meeting are approved. Initially, a protocol is drawn up based on the results of voting. This function is performed by the counting commission (or a person who is entrusted with such a function). The drawn up protocol is signed by the members of the counting commission (or by persons who perform its functions). After this procedure, the protocol based on the results of the general meeting is drawn up in two copies, which must be signed by the chairman and secretary of the meeting. In cases where a notary takes part, then it is drawn up in a separate document - this is a certificate of confirmation of the decision and the composition of the organization’s shareholders present.
Stage 6. Notification of state bodies on the transformation of a joint stock company
After completing the protocol, the company must notify the tax office about the start of the process of reorganization of the AO into LLC. Such information occurs by submitting to the tax office a statement P12003, in which the signature of the head of the joint-stock company is notarized. In addition, the original of the above protocol is attached to this application without fail. After consideration by the government of the documents submitted, three working days later, the head of the joint-stock company is given a record sheet stating that the procedure for the reorganization of the AO into LLC has begun.Today, there is no need to notify the Pension Fund of Russia, the Social Insurance Fund about the process, including the territorial tax service, which has a registered company.
After receiving the record sheet, the waiting process begins, which can last three months. Such rules allow AO creditors to state their claims. Notifying the media at this stage is optional (that is, this is not required).
Do not forget about the FIU
Important are the obligations to submit reports to the FIU, which in this case must be confirmed by the fact of execution. However, the legislation does not spell out which document is supporting. According to the law, if the applicant has not provided confirmation of the submission of reports, then the tax authorities can independently request this information from the FIU. Often, precisely because of dissatisfaction with the provided supporting documents on reporting, the tax service may refuse. There are also cases when tax authorities request the necessary information from the FIU and receive a response that the reporting has not been submitted by the organization, although sometimes this means reporting for which the statutory deadline has not expired.
Stage 7. The process of registration of LLC created as a result of the transformation
The next most important step is the process of creating an LLC, which is formed as a result of the reorganization of AO. As already mentioned above, an application must be submitted to the registration authority in form P12001, which must be the signature of the applicant, namely, the head of the joint-stock company. The signature of the head on the statement is certified by a notary. It happens that the application is sent electronically, with an enhanced qualified electronic signature, then the application is not certified. This package of documents also includes the Charter of a limited liability company in duplicate, a receipt on payment of state duty, which is four thousand rubles. Some tax inspections require the decision to reorganize the joint-stock company into a LLC itself, given that this requirement and the deed of transfer were canceled back in 2011, but these changes were not made to the law on joint-stock companies, on the registration of legal entities and individual entrepreneurs.
When a proxy submits documents to the tax service, the power of attorney is mandatory certified through a notary public. Also in January 2016, an addendum was issued stating that it is recommended to provide consent from the owner of the premises to find a newly organized LLC at this address.
Step 8. Finding a Record Sheet
As soon as the receipt of the record sheet on the termination of the joint-stock company is carried out, a notification is sent that the information has been changed that is related to the issue of securities on electronic media to the Bank of Russia. Complete with a notification they send a copy of the record sheet from the register that the activity of the joint-stock company is terminated, and they also provide a copy of the decision and an extract from the register of shareholders. Interested in personal account information and share redemption. On the same day, it is important to inform the registrar of the reorganization of the company that took place. This notification is sent by the newly created LLC.
Is it possible to reorganize AO in the form of spin-off of LLC? Yes, however, this is also a complex step-by-step procedure.
Counterparty information
After the reorganization of the joint-stock company into a limited liability company has taken place, it is important to remember that it is necessary to notify contractors that the legal form has been changed, since in all documents, the address of the company will indicate the previous, as well as related details, such like TIN, PPC, PSRN and others.
It is important to order a new print. Although legal entities do not have to have it now, the tax inspectorate may not accept the declaration without a seal.
And it is also important to remember that such changes may be of interest to supervisory authorities, in particular the tax service, which carries out on-site inspections, regardless of the timing and results of the previous audit, since the audit is the right of the tax inspector, and not an obligation.
Consequently, the reorganization procedure consists of several stages that are important to follow in order to achieve the desired transformation, including the registration of a new LLC. At the same time, it is necessary to inform about the new status of the company not only state bodies, but also counterparties and partners.
This is not a simple matter, it requires careful preparation.