1.1. This document determines the policy of the Limited Liability Company "" (hereinafter referred to as the Company) regarding the processing of personal data.

1.2 This Policy has been developed in accordance with applicable law Russian Federation about personal data.

1.3 This Policy applies to all processes for the collection, recording, systematization, accumulation, storage, clarification, extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data, carried out using automation tools and without the use of such funds.

1.4. The policy is strictly followed by the Company's employees.

1. Definitions

personal data- any information relating directly or indirectly to a specific or identifiable natural person (subject of personal data);

operator - government agency, a municipal authority, a legal entity or an individual, independently or jointly with other persons organizing and (or) carrying out the processing of personal data, as well as determining the purposes of processing personal data, the composition of personal data to be processed, actions (operations) performed with personal data;

processing of personal data- any action (operation) or a set of actions (operations) performed using automation tools or without using such tools with personal data, including collection, recording, systematization, accumulation, storage, clarification (updating, changing), extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data;

automated processing of personal data- processing of personal data using computer technology;

dissemination of personal data- actions aimed at disclosing personal data to an indefinite circle of persons;

provision of personal data- actions aimed at disclosing personal data to a certain person or a certain circle of persons;

blocking of personal data- temporary suspension of the processing of personal data (unless the processing is necessary to clarify personal data);

destruction of personal data- actions, as a result of which it becomes impossible to restore the content of personal data in the personal data information system and (or) as a result of which material carriers of personal data are destroyed;

depersonalization of personal data- actions, as a result of which it becomes impossible without the use of additional information determine the ownership of personal data by a specific subject of personal data;

personal data information system- a set of personal data contained in databases and providing their processing information technologies and technical means.

1. Principles and conditions for the processing of personal data

3.1. The processing of personal data is carried out on the basis of the following principles:

1) The processing of personal data is carried out on a legal and fair basis;

2) The processing of personal data is limited to the achievement of specific, predetermined and legitimate purposes. It is not allowed to process personal data that is incompatible with the purposes of collecting personal data;

3) It is not allowed to combine databases containing personal data, the processing of which is carried out for purposes that are incompatible with each other;

4) Only those personal data that meet the purposes of their processing are subject to processing;

6) When processing personal data, the accuracy of personal data, their sufficiency, and, if necessary, their relevance in relation to the stated purposes of their processing, are ensured.

7) The storage of personal data is carried out in a form that allows to determine the subject of personal data no longer than required by the purposes of processing personal data, if the period of storage of personal data is not established federal law, an agreement to which the subject of personal data is a party, beneficiary or guarantor. Processed personal data is subject to destruction or depersonalization upon achievement of the purposes of processing or in case of loss of the need to achieve these purposes, unless otherwise provided by federal law.

8) The Company in its activities proceeds from the fact that the subject of personal data provides accurate and reliable information during interaction with the Company and notifies the Company's representatives about changes in their personal data.

3.2. The company processes personal data only in the following cases:

• the processing of personal data is carried out with the consent of the subject of personal data to the processing of his personal data;
• the processing of personal data is carried out in connection with the participation of a person in constitutional, civil, administrative, criminal proceedings, proceedings in arbitration courts;
• the processing of personal data is necessary for the execution of a judicial act, an act of another body or official subject to execution in accordance with the legislation of the Russian Federation on enforcement proceedings (hereinafter referred to as the execution of a judicial act);
• the processing of personal data is necessary for the performance of an agreement to which the subject of personal data is a party or beneficiary or guarantor, as well as to conclude an agreement on the initiative of the subject of personal data or an agreement under which the subject of personal data will be the beneficiary or guarantor;
• the processing of personal data is necessary to protect the life, health or other vital interests of the subject of personal data, if obtaining the consent of the subject of personal data is impossible;

3.4. The Company has the right to entrust the processing of personal data of citizens to third parties, on the basis of an agreement concluded with these persons.
Persons processing personal data on behalf of LLC Law Firm"Start", undertake to comply with the principles and rules for the processing and protection of personal data provided for by Federal Law No. 152-FZ "On Personal Data". For each person, a list of actions (operations) with personal data that will be performed by a legal entity processing personal data, the purposes of processing, the obligation of such a person to maintain confidentiality and ensure the security of personal data during their processing, as well as requirements for the protection of processed personal data are specified. data.

3.5. If the Company entrusts the processing of personal data to another person, the Company shall be liable to the subject of personal data for the actions of the said person. The person who processes personal data on behalf of the Company is liable to the Company.

3.6. The Company does not make decisions on the basis of exclusively automated processing of personal data that give rise to legal consequences in relation to the subject of personal data or otherwise affect his rights and legitimate interests.

3.7. The Company destroys or depersonalizes personal data upon reaching the purposes of processing or in case of loss of the need to achieve the purpose of processing.

1. Subjects of personal data

4.1. The company processes personal data of the following persons:

• employees of the Company, as well as entities with whom contracts of a civil law nature have been concluded;
• replacement candidates vacancies in company;
• clients of LLC Legal company "Start";
• users of the website of LLC Legal Company "Start";

4.2. In some cases, the Company may also process personal data of representatives of the above personal data subjects authorized on the basis of a power of attorney.

1. Rights of personal data subjects

5.1. The subject of personal data whose data is processed by the Company has the right to:

5.1.1. Receive the following information from the Company within the terms provided by the Law:

• confirmation of the fact of personal data processing by Start Legal Company LLC;
• about legal grounds and the purposes of processing personal data;
• on the methods used by the Company to process personal data;
• the name and location of the Company;
• about persons who have access to personal data or to whom personal data may be disclosed on the basis of an agreement with Start Law Company LLC or on the basis of federal law;
• a list of processed personal data relating to the citizen from whom the request was received and the source of their receipt, unless a different procedure for providing such data is provided by federal law;
• on the terms of processing personal data, including the terms of their storage;
• on the procedure for the exercise by a citizen of the rights provided for by the Federal Law "On Personal Data" No. 152-FZ;
• name and address of the person who processes personal data on behalf of the Company;
• other information provided for by the Federal Law "On Personal Data" No. 152-FZ or other federal laws.

5.1.2. Require clarification of their personal data, their blocking or destruction if the personal data is incomplete, outdated, inaccurate, illegally obtained or not necessary for the stated purpose of processing.

5.1.3. Withdraw your consent to the processing of personal data.

5.1.4. Demand the elimination of illegal actions of the Company in relation to his personal data.

5.1.5. Complain about the actions or omissions of the Company in Federal Service on supervision in the field of communications, information technology and mass communications or in judicial order in the event that a citizen believes that Start Law Company LLC processes his personal data in violation of the requirements of Federal Law No. 152-FZ “On Personal Data” or otherwise violates his rights and freedoms.

5.1.6. To protect their rights and legitimate interests, including compensation for losses and / or compensation for moral damage in court.

1. Company Responsibilities

6.1. In accordance with the requirements of Federal Law No. 152-FZ “On Personal Data”, the Company is obliged to:

• Provide the subject of personal data, at his request, with information regarding the processing of his personal data, or legally provide a reasoned refusal containing a reference to the provisions of the Federal Law.
• At the request of the subject of personal data, clarify the processed personal data, block or delete if the personal data is incomplete, outdated, inaccurate, illegally obtained or not necessary for the stated purpose of processing.
• Maintain a Register of Personal Data Subjects’ Applications, which should record the requests of personal data subjects for obtaining personal data, as well as the facts of providing personal data on these requests.
• Notify the subject of personal data about the processing of personal data in the event that personal data was not received from the subject of personal data.

The following cases are an exception:

The subject of personal data is notified of the processing of his personal data by the relevant operator;

Personal data is obtained by the Company on the basis of federal law or in connection with the execution of an agreement to which the subject is a party or beneficiary or guarantor.

Personal data obtained from a public source;

Providing the subject of personal data with the information contained in the Notice on the processing of personal data violates the rights and legitimate interests of third parties.

6.2. If the purpose of processing personal data is achieved, the Company is obliged to immediately stop processing personal data and destroy the relevant personal data within a period not exceeding thirty days from the date of achieving the purpose of processing personal data, unless otherwise provided by the agreement, the party to which, the beneficiary or the guarantor of which is the subject personal data, another agreement between the Company and the subject of personal data, or if the Company is not entitled to process personal data without the consent of the subject of personal data on the grounds provided for by No. 152-FZ "On Personal Data" or other federal laws.

6.3. In the event that the subject of personal data withdraws consent to the processing of his personal data, the Company is obliged to stop processing personal data and destroy personal data within a period not exceeding thirty days from the date of receipt of the said withdrawal, unless otherwise provided by an agreement between the Company and the subject of personal data. The Company is obliged to notify the subject of personal data about the destruction of personal data.

6.4. In the event of a request from the subject to stop processing personal data in order to promote goods, works, services on the market, the Company is obliged to immediately stop processing personal data.

6.5. The Company is obliged to process personal data only with the consent in writing of the subject of personal data, in cases provided for by the Federal Law.

6.7. The Company is obliged to explain to the subject of personal data the legal consequences of the refusal to provide his personal data, if the provision of personal data is mandatory in accordance with the Federal Law.

6.8. Notify the personal data subject or his representative of all changes regarding the relevant personal data subject.

1. Information about the implemented measures for the protection of personal data

7.1. When processing personal data, the Company takes the necessary legal, organizational and technical measures to protect personal data from unauthorized or accidental access to them, destruction, modification, blocking, copying, provision, distribution of personal data, as well as from other illegal actions in relation to personal data.

7.2. Ensuring the security of personal data is achieved, in particular:

• determination of threats to the security of personal data during their processing in information systems ah personal data;
• application of organizational and technical measures to ensure the security of personal data during their processing in personal data information systems necessary to meet the requirements for the protection of personal data, the implementation of which ensures the levels of personal data protection established by the Government of the Russian Federation;
• the use of information security tools that have passed the conformity assessment procedure in the prescribed manner;
• evaluating the effectiveness of the measures taken to ensure the security of personal data prior to the commissioning of the personal data information system;
• taking into account machine carriers of personal data;
• detecting facts of unauthorized access to personal data and taking measures;
• recovery of personal data modified or destroyed due to unauthorized access to them;
• establishing rules for access to personal data processed in the personal data information system, as well as ensuring the registration and accounting of all actions performed with personal data in the personal data information system;
• control over the measures taken to ensure the security of personal data and the level of security of personal data information systems.
• an assessment of the harm that may be caused to personal data subjects in the event of a violation of the legislation of the Russian Federation in the field of personal data, the ratio of the said harm and the measures taken to ensure the implementation of the legislation of the Russian Federation in the field of personal data.

The modern economy is characterized by constant changes in the conditions of internal and external environment. Enterprises of various forms of ownership are developing. In many areas, the consumer market is divided between large players and competition is quite high. Companies are constantly looking for new ways to increase profits and increase profitability. Of particular interest is the trend of recent decades - mergers and acquisitions of companies as one of the ways to enlarge the business.

Mergers: Definition and Types

Merging means consolidation of several (two or more) business entities into a new enterprise. That is, as a result of the connection of individual legal entities formed new company. Former firms end their independent existence. The types of such associations are as follows:

1. Merging forms of enterprises. Another name is full fusion. The established company fully controls all the assets and activities of the former entities, and also assumes all obligations to creditors and clients of the combined firms.
2. Merger of company assets. The owners of old enterprises transfer control rights as a contribution to the authorized capital over these entities to a new legal entity. At the same time, the existing form of ownership is preserved, but the activities of the merged companies become controlled by the newly created enterprise.
3. Joining one or more enterprises to another. With this type of merger, the joining entities cease to exist. And the company that joins them takes over the management and obligations of the former firms.

Company takeovers

Absorption- these are transactions for the acquisition by the absorbing company of at least 30% of the authorized capital - in the form of shares or shares - of the target company (the one that is absorbed). Both parties to the transaction retain their legal independence. In this way, ownership rights are transferred to the new owner.

In business, this form of reorganization is more commonly understood as acquisition by one company of another– smaller and often lagging behind in the market. The acquiring company controls the assets and activities of the target companies, which in some cases may eventually cease to exist.

Abroad, unlike in Russia, there is no clear separation of the terms "merger" and "acquisition". The formation of two or more economic entities of one enterprise (not necessarily a new one) is considered a merger.

Main types

All existing types of mergers and acquisitions are conveniently classified according to a number of features:

• Nature of the business combination th:
  • merge horizontally- enterprises operating in the same business area and producing the same products are connected;
  • merge vertically– enterprises of different stages of the technological chain are connected production process(for example, ore miners with smelters);
  • parallel (generic) merge- Association of companies producing related products (manufacturers of computers and motherboards);
  • toaboutinglomerate (circular) fusion- the connection of companies that are not interconnected by the stages of production, sales markets and other economic relations. The purpose of such consolidation is to sell assets in the future for more high price or diversify your business. There are 3 types of conglomerates:
    • with the expansion of the product range (products with a similar production process and sales markets, for example, powders and bleaches);
    • with the expansion of the consumer market (gaining access to new territories, customer segments);
    • pure conglomerates (have no commonality).

Advantages and disadvantages

Expansion of business and increase of capital in such ways has the following Benefits:

1. Weakening of competition;
2. Ability to quickly acquire key assets (often intangible, such as patents, databases, trademarks);
3. Increase profit, profitability and other economic indicators;
4. Development of new markets and new products;
5. A well-established marketing infrastructure is being acquired;
6. Opportunity to profitably acquire undervalued assets from the target company.

However, mergers and acquisitions have limitations, often veiled. These include:

• the risk of overpayment and underestimation of all the consequences of such associations;
• a complex integration process when companies operate in different business areas;
• underestimation of additional investments for a full-fledged merger of enterprises;
• possible incompatibility of corporate cultures;
• the risk of losing key employees.

Capture protection methods

With the intention of a hostile takeover, the absorbing company, bypassing top managers, immediately addresses the owners of the company of interest. The target company, in turn, takes a number of protective measures.

Main defense techniques before the announcement of the public deal:

• « Shark protectors» changes in the statute:
  • the division of the board of directors into parts and the annual election of only a certain number of the governing board. It takes many votes to elect a new director.
  • 2/3 or more positive votes of shareholders are required to make a decision on the merger;
  • fair price - for shareholders who have a large share of shares in circulation, a fixed bar is set for the value of their shares in the event of a sale;
• Change of place of registration company: based on the difference in the legislation of individual regions and countries, it will be easier for the target company to take other anti-seizure measures and defend itself in court.
• "Poison Pill"– measures aimed at significantly reducing its attractiveness for the absorbing company. These include:
  • sale of the most attractive assets for the "invader";
  • current shareholders of the target firm receive the right to purchase ordinary shares of the absorbing company at half the market price if it buys a significant share of the shares from the “victim”;
  • "pasta defense" - issuance of bonds with the condition of early repayment of funds in the event of a change in key shareholders of the enterprise.
  • "golden parachutes" - contracting with the managers of the target firm to pay them large termination benefits in the event of their dismissal as a result of a takeover. Thus, the cost of the transaction will increase significantly.
• Issue of shares with higher voting rights The managers of the target firm get the most votes without owning a large number of shares.
• Protective absorptions- the target firm is actively acquiring other companies, which makes its value many times higher.
• Intentional buyout of the entire company or part of it by other investors (perhaps managers of the firm itself) using borrowed funds. Subsequently, the shares are no longer allowed to be freely traded.

If these measures do not bring results and the takeover transaction is announced publicly, then the target company takes the following steps: ways to disrupt the impending unification:

1. Pac-man's defense is a counterattack on the shares of the takeover company.
2. Lawsuits - filing a lawsuit against the "invader" for non-compliance with antitrust laws.
3. "Green armor" - an offer to the absorbing company to buy back its shares (if they have already been bought) at a price higher than that for which they were acquired with the condition of inviolability of the controlling stake for a certain period.
4. Asset restructuring is the acquisition of assets that are unattractive to the invader.
5. Liabilities restructuring – issuance of shares to third parties and increase in the number of shareholders, as well as the buyback of securities with a premium by the top managers of the target firm from existing shareholders.

Reasons and goals

Main reasons, according to which enterprises go to carry out such transactions:

1. Opportunities for further economic growth, cost reduction, profit increase for a particular firm under current market conditions are almost exhausted.
2. The real market price of the target company, according to forecasts, is lower than its book value, that is, the combination of companies for the “invader” will be quite profitable.
3. The liquidation value of the enterprise of interest is higher than its market value. You can buy this company as a whole, and then sell it for a profit in parts "scattered".
4. Personal motives of the management of the absorbing company. In particular, the desire for power and increase their salaries.
5. The presence of a large amount of free cash.
6. Make it difficult for foreign competitors to enter the existing market.

Mergers and acquisitions have one or more goals. These include:

• Synergistic effect- when adding the assets of two or more companies, the final result will far exceed the sum of the results of these enterprises separately. This is due to:
  • cost savings due to the expansion of the scale of activities;
  • that companies have complementary resources;
  • strengthening of the monopoly position in the market;
  • economy and complementarity in the development of new technologies and products.
• Increasing the efficiency and quality of management in the merging enterprises.
• Obtaining tax benefits.
• Diversification of production - an increase in the range and, as a result, more stable revenue.
• Eliminating competitors.
• Increasing liquidity, solvency and reliability ratings for potential investors and creditors.
• Fixing top managers in certain political and business circles.

Main stages of processes

The process of combining companies through a merger or acquisition takes place 8 milestones:

• Definition of the strategic goals of the enterprise, taking into account the conditions of the external and internal environment. The economic feasibility of connecting with another company is assessed. Internal methods for achieving these goals are also considered (introduction of new technologies, improvement of logistics links, measures aimed at increasing labor productivity, etc.).
• Selection of qualified specialists for the transaction. Not only employees of the company itself participate, but also a banker is invited, tax consultant, lawyer, auditor, economist from outside. It is important that further actions are analyzed by different experts.
• The criteria for selecting the desired company are determined:
  • industry;
  • products;
  • the amount of revenue;
  • type of ownership;
  • sales market.
• Direct company search. The object must satisfy the original goals. Both active actions (personal contacts, databases, Internet, brokers) and passive actions (advertising) are used.
• Negotiations with selected candidates. Exchange of information and a balanced assessment of one's own expectations from a merger or acquisition with the received data. The financial and economic condition of attractive companies is analyzed, hidden reserves, undervalued assets, possible additional investments, etc. are revealed. As a result, the cost of the transaction is determined
• making the final decision and legal registration documents with the desired company.
• The integration of enterprises is the unification of economic entities into a single whole.
• Evaluation of the achieved results and comparison with the planned strategic goals.

Analysis of the effectiveness of the procedure

A comprehensive assessment of the results of business combinations helps to understand the correctness of this management decision and plan for future performance. And also adjust their current activities in case of identifying negative aspects of the transaction. Maindirectionsperformance analysis:

1. Evaluation of stock indicators. Comparison of stock quotes before and after a merger or acquisition (for JSCs). The dynamics of the stock price is monitored in a period of several weeks, months, 1 year. The amount of dividends per share is compared.
2. Analysis financial indicators and their dynamics: net profit, return on assets, sales and equity, cost and turnover of assets and others. The achievement of a synergistic effect is evaluated.
3. Analysis of changes in the company itself, the external environment and other costs. This includes: consumer market share, headcount, R&D costs and returns, changes in the structure of suppliers and buyers.
4. Survey of company managers. The management fills out a special questionnaire, according to which conclusions are drawn to what extent the expectations from the merger were justified.
5. Evaluation by third-party analysts and experts. In addition to assessing the economic feasibility of the transaction, this gives an idea of ​​the company's credibility in the business community.

The impact of these processes on the economy

Until now, there is no unambiguous opinion about whether these forms of associations have a positive or negative impact on the economy. Some economists believe that mergers and acquisitions are a normal occurrence in market conditions leading to an increase in efficiency, labor productivity and the country's GDP. Applicable to the most "monetary" industries in Russia (fuel, metallurgical, mechanical engineering), one can agree with this. Large players control a large share of the domestic market and do not allow foreign competitors. With the right approach, there is a tangible synergistic effect

Other economists believe that such forms of business associations lead only to a monopoly and oligopolistic market and hinder free competition. Additional company funds are diverted to protect against takeovers. Gaps in legislation, especially in the sphere of securities circulation and taxes, allow us to partly agree with this point of view.

If in the late 1990s was pronounced trend is profitablebuycheap assets without a deep analysis of the transaction, now investors are more carefully selecting the object. This is especially true for the sphere of medium and small businesses, detailed information about which is often hidden.

The average value of transactions has been growing in recent years, sometimes exceeding the real value of assets. This is largely due to the fact that some companies have especially valuable intangible assets that bring significant profit to their owners.

Liquidation of an LLC by merger: step by step instructions

liquidation procedureii LLCthrough the merger carried out in several steps:

1. Meeting of owners separately in each company. It is necessary to make a positive decision on the merger.
2. General meeting of owners of all enterprises involved in the operation. By voting the decision on the agreement on the transaction is made. A protocol is being drawn up general meeting.
3. A merger agreement is drawn up, which is signed by all parties. A draft charter for the new enterprise is being developed and a deed of transfer is drawn up.
4. Through a statement form R12001 the tax authority at the location of the new company is notified of the start of the reorganization. The document is certified by a notary. An agreement on the decision taken to carry out this form of reorganization must also be submitted. Form C-09-4 merger notifications must be sent to the tax inspectorates at the place of registration of the former firms.
5. The tax office makes an entry in the Unified State Register of Legal Entities about the beginning of the reorganization and issues a confirming certificate. After that, all creditors (if there are debts) must be notified about the merger within 5 working days. The debt to the PFR, tax, extra-budgetary funds must be repaid.
6. Publication in the media of messages about the beginning of the merger of firms. Produced in the journal "Bulletin state registration» 2 times with an interval of 1 month.
7. Obtaining approval of the transaction from the antimonopoly service. This step is carried out in the case when the value of all assets according to the latest balance sheets exceeds 3 billion rubles. or revenue for the previous year is above 6 billion rubles. And also if one of the parties has previously been a violator of antitrust laws.
8. Inventory of property and signing of the act of transfer (assets transferred to the new company, debts of debtors and creditors are reflected). It is signed by all parties. Next, the state duty is paid.
9. Submission to the tax authority of all collected and endorsed documents from the previous steps.
10. After 5 days, the registering authority issues documents confirming the liquidation of the LLC and the creation of a new legal entity.

The duration of the entire procedure is 2-6 months, depending on the scale and specifics of each enterprise.

The merger of organizations has its own characteristics and advantages over other forms of reorganization, which include the necessary documents, as well as the consequences for owners and staff.

Business mergers and their consequences

One of the forms aimed at consolidation, the reorganization of a legal entity is the merger of enterprises.

This form is a process as a result of which several existing enterprises cease their activities, and on their basis a completely new one is created.

Consequences of the merger there will be the following events:

1. Two (or more) enterprises will officially cease their activities and be deregistered.
2. An entry on registration of a new legal entity will appear in the Unified State Register of Legal Entities.
3. All rights and obligations, as well as property and debts of the liquidated enterprises will be transferred to the newly created one.

In some cases, the merger requires the consent of the antimonopoly committee, since as a result of this procedure a large monopoly enterprise may be formed.

Mergers are also often used as an alternative to liquidation, as they help to quickly terminate the activities of unprofitable companies.

What shape to choose?

Mergers are two similar forms of reorganization, however, despite many common features, they also have significant differences.

Therefore, the choice between them largely depends on the characteristics and characteristics of specific enterprises.

Accession - this is the only form of reorganization, as a result of which information about the new enterprise is not entered into the Unified State Register of Legal Entities.

On the contrary, one or more legal entities are removed from the register.

At the same time, all property and debts as a result of the closure of an LLC through a merger of enterprises are transferred to the successor, the organizational and legal form of which does not change.

Another feature of the accession is the fact that for its implementation it is not necessary to receive certificate of absence of debts from the FIU.

Often, the absence of this document is the basis to refuse reorganization.

As for the merger of two firms into one, as a result of this procedure, all participants are liquidated, and a new enterprise arises on their basis, with completely different registration data.

It combines all the assets of predecessors and allows you to start new activity more efficient, with more options.

In general, the merger procedure is easier than the merger of an LLC. However, the first form may violate the rights of participants, while the second provides the most equal opportunities for all reorganized enterprises.

Merge transformation step by step

Since at least two business entities take part in the merger of organizations through merger, the algorithm of actions will be several different from all other forms:

Stage 1. At this stage, all participants in the reorganization hold general meetings of owners and, by voting, decide on the reorganization. The results are documented in a protocol (if there are several owners) or in the form of a reorganization decision(if the owner is one). Also, each company must conduct an inventory of assets, draw up a deed of transfer and take care of paying off their debts.

Stage 2. Holding a joint meeting of participants in the reorganization, which is attended by representatives of each company. At this stage, you must sign final decision on reorganization(in the form of a merger agreement), develop and approve the draft charter of the newly created enterprise, and also, based on the data submitted by the companies, form a general deed of transfer.

And about the deed of transfer during reorganization by merger, transformation of a CJSC into an LLC and division, read.

Stage 4. Notice to all known creditors. These actions must be taken by all participants in the reorganization, in the event of a merger of a company with debts. Notification occurs two ways:

• by sending appropriate notices by mail;
• by publishing a message in the media (in the Bulletin, at least twice).

It is also necessary to take care of paying off all debts to the tax office and extra-budgetary funds, in particular, to the PFR. All known debts and claims must be settled before the completion of the merger procedure.

Stage 5 Submitting a package required documents to the registration authority to start the reorganization procedure.

Stage 6 Registration of a new enterprise in the Unified State Register of Legal Entities and receipt of documents confirming the merger procedure.

Reorganization by the form of a merger of enterprises is considered completed from the moment the information about the newly created enterprise was entered in the state register.

The duration of the merger is usually from 2-3 months to six months, depending on the size and specific types of reorganized enterprises.

Required documents

The list of documents required for reorganization by merging can be divided into two groups:

Documents to be obtained as a result of the reorganization. These papers are issued in the tax office:

• charter of the merger of LLC;
• documents on deregistration of enterprises;
• certificate of state registration;
• documents on tax registration of a new company;
• extract from the Unified State Register of Legal Entities.

These papers must be issued within five days after the submission of the first package of documents.

After that, the new enterprise can start its work in accordance with the chosen type of activity and available opportunities. Read more about changing the types of activities of an LLC.

Personnel component

With any form of reorganization, the changes that have occurred in the company will affect such an element of the enterprise as personnel. The merger is no exception, some personnel changes will occur in this case as well.

What will happen to employees when organizations merge by joining?

It is worth highlighting several rules for the reorganization, which directly related to employees:

Obviously, in most cases, layoffs are still inevitable. By labor code employees cannot be fired due to reorganization structural divisions through a merger, however, after the completion of the procedure, the management of the new enterprise will be able to legally carry out staff reductions.

General steps for processing and registering changes in passport data

Participants' debts and final reporting

Each reorganized company, before carrying out the procedure, must prepare the final financial statements, the date of which will be the day before merger record in the Unified State Register of Legal Entities. It includes the balance sheet, as well as income statements, cash flows and changes in equity.

This reporting should display all the transactions that have occurred in the company since the preparation of the deed of transfer.

Also, the “Profit and Loss” account must be closed, the funds from which are distributed according to the decision of the owners.

After the reorganization, all the debts of the old companies are completely transferred to the successor.

If one of the predecessor enterprises had debts to the tax or funds, they will be transferred for the new organization.

It is desirable to submit tax declarations to reorganized companies, however, this can be done by their legal successor after the completion of the procedure.

An important point is the fact that reorganization is not the basis for changing periods tax payment or reporting.

The new company is obliged to hand over all documents in the term established by the legislation.

Merger of debtor and creditor

Is one of alternative ways liquidation of LLC, and often its cause is the debt of one enterprise to another.

It is more expedient to combine the debtor and the creditor by joining the first to the second, since in this case the creditor can still continue its activities.

However, a merger is also possible - in this case, both participants will stop their work.

When companies merge, one of which has obligations to the other, there is a coincidence of the creditor and the debtor in one person.

And this, in accordance with Art. 413 of the Civil Code of the Russian Federation, is the basis for the termination of debt obligations.

Civil Code of the Russian Federation. Article 413 The obligation is terminated by the coincidence of the debtor and creditor in one person, unless otherwise provided by law or follows from the nature of the obligation.

Therefore, in this case, such a procedure for reorganizing an institution through a merger will lead to the cancellation of debts, and the new company will be able to start its work from scratch.

The merger of two organizations into one is a form of reorganization that aims to create new, larger enterprises.

It is advisable to conduct it in cases where they want to unite small companies or a debtor with a creditor.

In the first case, all participants will be able to organize a stronger and competitive business, in the second - to get mutual benefit and continue work without mutual obligations.

It is often difficult for small businesses to survive on their own in a tough environment. market competition Therefore, they are forced to either stop their activities or look for other ways to organize their work.

One of these ways is to reorganize the enterprise, that is, change its organizational and legal form.

For small enterprises, the most appropriate option would be to turn to a form of reorganization such as a merger.

It allows you to combine the property of several organizations and create one large enterprise on their basis.

The merger of organizations has its own characteristics and advantages over other forms of reorganization, which include the necessary documents, as well as the consequences for owners and staff.

Free legal advice:

Business mergers and their consequences

One of the forms aimed at consolidation, the reorganization of a legal entity is the merger of enterprises.

This form is a process in which several existing enterprises cease their activities, and on their basis a completely new legal entity is created.

The consequences of the merger will be the following events:

1. Two (or more) enterprises will officially cease their activities and be deregistered.
2. An entry on registration of a new legal entity will appear in the Unified State Register of Legal Entities.
3. All rights and obligations, as well as property and debts of the liquidated enterprises will be transferred to the newly created one.

Mergers are also often used as an alternative to liquidation, as they help to quickly terminate the activities of unprofitable companies.

What shape to choose?

Two similar forms of reorganization are mergers and acquisitions, however, despite many similarities, they also have significant differences.

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Therefore, the choice between them largely depends on the characteristics and characteristics of specific enterprises.

Accession is the only form of reorganization, as a result of which information about the new enterprise is not entered into the Unified State Register of Legal Entities.

On the contrary, one or more legal entities are removed from the register.

At the same time, all property and debts as a result of the closure of an LLC through a merger of enterprises are transferred to the successor, the organizational and legal form of which does not change.

Another feature of the connection is the fact that for its implementation it is not necessary to obtain a certificate of the absence of debts from the FIU.

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Often, it is the absence of this document that is the basis for refusing to reorganize.

It combines all the assets of predecessors and allows you to start a new activity more efficiently, with more opportunities.

In general, the merger procedure is easier than the merger of an LLC. However, the first form may violate the rights of participants, while the second provides the most equal opportunities for all reorganized enterprises.

Merge transformation step by step

Since at least two business entities take part in the merger of organizations through merger, the algorithm of actions will be somewhat different from all other forms:

Stage 1. At this stage, all participants in the reorganization hold general meetings of owners and, by voting, decide on the reorganization. The results are documented in a protocol (if there are several owners) or in the form of a decision on reorganization (if there is one owner). Also, each company must conduct an inventory of assets, draw up a deed of transfer and take care of paying off their debts.

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Stage 2. Holding a joint meeting of participants in the reorganization, which is attended by representatives of each company. At this stage, it is necessary to sign the final decision on the reorganization (in the form of a merger agreement), develop and approve the draft charter of the newly created enterprise, and, based on the data submitted by the companies, form a general act of transfer.

Stage 3. Notification of the registration authority of the decision to carry out the merger. For this, the participants in the procedure are given three days from the moment of signing the agreement (agreement) on the merger.

Stage 4. Notice to all known creditors. These actions must be taken by all participants in the reorganization, in the event of a merger of a company with debts. Notification occurs in two ways:

• by sending appropriate notices by mail;
• by publishing a message in the media (in the Bulletin, at least twice).

It is also necessary to take care of paying off all debts to the tax office and extra-budgetary funds, in particular, to the PFR. All known debts and claims must be settled before the completion of the merger procedure.

Stage 5 Submission of a package of necessary documents to the registration authority to start the reorganization procedure.

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Stage 6 Registration of a new enterprise in the Unified State Register of Legal Entities and receipt of documents confirming the merger procedure.

The term of the merger usually ranges from 2-3 months to six months, depending on the size and specific types of reorganized enterprises.

Required documents

The list of documents required for reorganization by merging can be divided into two groups:

1. Documents prepared by enterprises before reorganization. These include:
   1. Application form P12001, necessarily certified by a notary. This document indicates the form of reorganization, the number of participants in the procedure, as well as the number of enterprises that will be formed after the completion of the procedure (in this case, one).
   2. The charter of the new enterprise, which must be developed and approved at the stage of the meeting of owners. Two copies of this document are submitted to the registration authority, one of which is then returned. For the execution of the charter are presented General requirements: it must be stitched and numbered.
   3. The deed of transfer is binding document in case of a merger, and all enterprises participating in the reorganization must compose it. The act should contain information on the amounts of accounts payable and receivable, as well as on the amount of property that passes from each company to a new company. The approved form of this document has not been established; it can be drawn up in the form of a regular balance sheet or by simply listing all assets.
   4. Permission from the Antimonopoly Committee. This document is required only if the total assets of enterprises or sales proceeds exceed the legally established limit.
   5. Documents confirming notification of creditors. These may be receipts for payment for letters sent by him, as well as copies of the pages of the Bulletin.
2. Merger agreement signed by the participants at the general meeting. This document defines the conditions and rules for the reorganization, as well as the procedure for exchanging shares of old enterprises for new ones.
3. Minutes of the joint meeting of the owners of enterprises.
4. Certificate from the Pension Fund of the Russian Federation on the absence of debts, which must be received by each participating enterprise.
5. Receipt of payment of the state duty (its amount is 4000 rubles).

Documents to be obtained as a result of the reorganization. These papers are issued by the tax office:

• charter of the merger of LLC;
• documents on deregistration of enterprises;
• certificate of state registration;
• documents on tax registration of a new company;
• extract from the Unified State Register of Legal Entities.

After that, the new enterprise can start its work in accordance with the chosen type of activity and available opportunities.

Personnel component

With any form of reorganization, the changes that have occurred in the company will affect such an element of the enterprise as personnel. The merger is no exception, some personnel changes will occur in this case as well.

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What will happen to employees when organizations merge by joining?

It is worth highlighting several rules for the reorganization that directly relate to employees:

1. None of the forms of reorganization of the enterprise provides for the dismissal of employees. Therefore, such an event cannot be the basis for terminating the employment contract with them (by the employer).
2. Before the reorganization or after the completion of the procedure, employees have the right to quit, indicating as a reason such a reason as a change in the owner of the enterprise or its organizational and legal form.
3. Before the merger, employers are not required to notify staff of upcoming changes, but after the completion of the procedure, it is better to do this (in writing).
4. In an organization that is formed as a result of the reorganization of a legal entity by a merger, a new staffing. Duplication of duties is also inevitable, so some employees may be transferred to new positions or fired due to downsizing.
5. In case of changes in working conditions, additional annexes to employment contract and made appropriate entries in work books employees.

Obviously, in most cases, layoffs are still inevitable. According to the labor code, employees cannot be fired due to the reorganization of structural divisions through a merger, however, after the completion of the procedure, the management of the new enterprise will be able to legally reduce staff.

Participants' debts and final reporting

Each reorganized company, before carrying out the procedure, must prepare the final financial statements, the date of which will be the day before the entry on the merger in the Unified State Register of Legal Entities. It includes the balance sheet, as well as income statements, cash flows and changes in equity.

Also, the “Profit and Loss” account must be closed, the funds from which are distributed according to the decision of the owners.

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After the reorganization, all the debts of the old companies are completely transferred to the successor.

If one of the predecessor enterprises had debts to the tax or funds, they will be transferred to the account of the new organization.

It is desirable to submit tax declarations to reorganized companies, however, this can be done by their legal successor after the completion of the procedure.

An important point is the fact that the reorganization is not the basis for changing the periods for paying taxes or reporting.

The new company is obliged to hand over all documents in the term established by the legislation.

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Merger of debtor and creditor

Reorganization is one of the alternative ways to liquidate an LLC, and often it is caused by the debt of one enterprise to another.

However, a merger is also possible - in this case, both participants will stop their work.

When companies merge, one of which has obligations to the other, there is a coincidence of the creditor and the debtor in one person.

And this, in accordance with Art. 413 of the Civil Code of the Russian Federation, is the basis for the termination of debt obligations.

Civil Code of the Russian Federation. Article 413. Termination of an obligation by the coincidence of the debtor and creditor in one person An obligation is terminated by the coincidence of the debtor and creditor in one person, unless otherwise established by law or follows from the nature of the obligation.

Free legal advice:

Therefore, in this case, such a procedure for reorganizing an institution through a merger will lead to the cancellation of debts, and the new company will be able to start its work from scratch.

The merger of two organizations into one is a form of reorganization that aims to create new, larger enterprises.

It is advisable to conduct it in cases where small companies or a debtor with a creditor want to unite.

In the first case, all participants will be able to organize a stronger and more competitive business, in the second case, they will receive mutual benefits and continue working without mutual obligations.

(St. Petersburg)

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Comments

WHAT to offer people during the reorganization of two firms: transfer or dismissal without compensation?

Julia, good afternoon.

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As I understand it, you want to offer people a layoff and then a hire. In this case, you interrupt the continuous experience and people lose their seniority bonus. It is best if you issue a transfer in connection with the reorganization of the enterprise.

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Merger of two LLCs: step by step instructions

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Good afternoon, dear participants of the Regforum! I decided to tell how I conducted the merger of limited liability companies in my experience. All the action took place in the period October-February 2015-2016.

The material is current for 2018.

Free legal advice:

The case was like this: there were 4 different LLCs. It was required to merge the companies with the creation of a new legal entity, with the transfer of all rights and obligations from the liquidated Companies to the newly created one. The main task of the merger was the restructuring of the group's assets.

The initial data were as follows: In two Companies there were 2 identical founders - individuals who each had 50% shares in the authorized capital, in two other companies - the same founders, but the shares had 1/3 each, and 1/3 was with the company as undistributed. Three LLCs had the same director, the fourth another.

On the Regforum, unfortunately, I did not find detailed guide how to proceed, and decided that this information would be useful to users.

So, now step by step instructions. Conventionally, the whole procedure can be divided into 2 stages.

Stage 1

We hold a meeting of participants and create documents for filing a notification about the start of the reorganization procedure. The agenda was the same everywhere - the decision to merge the Societies with the creation of a new society. The meeting for each organization was drawn up by minutes, since each society had two founders.

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For each organization, the protocol was not certified by a notary, because the charter allowed the protocol to be certified by the signatures of the founders who were present at the meeting.

In addition, they made the minutes of the general meeting of the participants of all the Companies participating in the reorganization. As a result, we got 5 protocols. All protocols were drawn up by one number.

Next, form 12003 was submitted. No fee is required for this type of registration. Protocols for each organization were attached to this form. In the form, Sheet A was completed for each organization that participated in the merger.

The applicant in this type of registration was the head of the LLC, which was appointed by the participants in the general protocol as the organization responsible for submitting documents to the registration authority.

So, at the first stage, we submit to the registration authority:

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• protocol/decision on reorganization in respect of each participant in the merger;
• common protocol meeting of participants of all companies, at which the issue of creating a new LLC by merging is decided.
• form P12003 certified by a notary.

After 5 days from the date of submission of documents, the registering authority issues a record sheet stating that the organizations are in the process of reorganization.

Stage 2

Having received the registration sheet in our hands, we go to advertise in the state registration bulletin, pay for publications and we are assigned two dates for the release of publications. We are counting 30 days from the moment of repeated notification and preparing a new package of documents for submission to the tax office.

We have to do:

• deed of transfer;
• merger agreement;
• pay a fee of 4,000 rubles for the creation of a new Society;
• close all reports on the FIU,
• close all bank accounts;
• make a general protocol of the meeting of the participants of all the Societies;
• draw up a form Р12001 and notarize it.

I’ll tell you right away the main intrigue in the P12001 form. Here's the nuance. In the form in sheet O (the sheet that certifies the notary) information about the applicant is indicated. Here the question arose: should the applicant be one person or each LLC that participates in the merger? Despite the fact that in three LLCs the same person was the head. Sheet O in form P12001 (as, in principle, in any form) does not allow identifying which LLC the applicant is representing. Our tax registrars also found it difficult to answer this question. It was decided to act formally and fill out sheet O for each participant in the merger. As a result, we got three identical sheets O, certified by a notary, where the applicant was the same person J I note that all the directors also had to be taken to the notary at the same time.

At the same time, interestingly, even though all 4 companies act as the applicant, only one applicant submitted documents - the head of the LLC, who was identified in the protocol. The fee in the amount of 4,000 rubles (since the registration of a new LLC is underway) was also paid by the director of the LLC, who submitted documents for registration on his own behalf as an individual.

Free legal advice:

The merger agreement is a typical document, the main provisions are template. Here it is worth paying attention to the order of who will be responsible for submitting documents, and other organizational issues can also be reflected here.

Just in case, they attached reports on the FIU for all four companies that all reports were closed. Otherwise, the tax office could request information from the FIU and refuse to register, due to unsubmitted reports or other “hangings”. Also, all bank accounts in the companies were closed.

Do not forget that we provide the charter in two copies for the new company.

So, to summarize, in the second stage we provide the following documents to the registration authority:

Free legal advice:

• deed of transfer;
• merger agreement;
• state duty in the amount of 4,000 rubles for the creation of a new company;
• General minutes of the general meeting of participants of all companies;
• form P12001.

The entire merger procedure went without any problems. There were no refusals from the registration authority.

Quote from article

“We are counting 30 days from the moment of re-notification and preparing a new package of documents for submission to the tax office.”

you write at the beginning (if I understood you correctly) that you immediately held a joint meeting of the merged societies on the same day as the meetings held in each society? those. at the first stage. Previously, a joint meeting was held directly at the last stage.

Free legal advice:

and yet, in the package of documents at the last (2nd stage for you) stage, you submitted, in addition to what you indicated, also: 1. Charter in new edition 2-spec.2. Protocols from each company on the merger (which was also submitted at the 1st stage)3. Certificates from the PF from each society4. Copies of publications from the Bulletin, certified by the State Duma of the newly created society. thanks in advance.

Liquidation of an LLC by merger

So, the question of the merger of limited liability companies is on the agenda. A merger is understood as a process, as a result of which a new legal entity (successor company) is registered, to which the rights and obligations of all companies participating in the merger are transferred. The latter, in turn, cease their activities with the exclusion of information from the Unified State Register of Legal Entities.

As can be understood from the above definition, usually the merger procedure is used to enlarge the business. However, quite often, with the help of it, another goal is achieved - the alternative liquidation of an LLC.

Indeed, information about the company participating in the merger is excluded from the state register, the rights and obligations are transferred to the newly created person, and the responsibility for their execution falls on his shoulders. It would seem that this is the desired result. However, in practice things are somewhat different. Let's look at the order of the merge procedure, and then find out when it is justified to use it.

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The procedure for the reorganization of an LLC in the form of a merger

Stage 1. Preparation of the initial package of documents

The first step is to convene extraordinary meetings of participants within each of the companies participating in the merger. At the meetings, it is necessary to prepare a decision on the merger, in which the following issues must be resolved:

The last three documents are drawn up following the results of a joint meeting of the founders of the companies participating in the reorganization. The results of the meeting are documented in the form of minutes of the general meeting.

Further, it is necessary to prepare an application-notification of the beginning of the merger procedure, intended for the registering tax authority located at the place of activity of the created legal entity. In addition, merger reports are drawn up in the form C-09-4, through which the territorial tax authorities are notified at the place of registration of each of the companies participating in the procedure.

Stage 2. Submission of documents to the registration authorities

At this stage, notification of the beginning of the reorganization of the registration authority takes place; needed:

• the application-notification drawn up at the previous stage;
• decisions on the merger of all companies participating in the procedure.

In this case, the application-notification must be notarized. After that, within three days, the tax office is obliged to make an entry in the Unified State Register of Legal Entities about the beginning of the reorganization and issue an appropriate certificate.

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In parallel, documents are submitted to the territorial tax authorities at the place of registration of each of the companies; in addition to form C-09-4, merger decisions and additional documents may be required, the composition of which must be clarified individually.

The described actions must be carried out within a period not exceeding three days from the moment the decision on the merger was made by the last of the participating companies.

Stage 3. Notification of creditors

Within five working days from the date of making an entry in the Unified State Register of Legal Entities about the beginning of the reorganization, each of the participating companies is obliged to notify all creditors known to it about the beginning of the procedure. The notice of merger is sent in writing, and it is advisable to request a return receipt by mail.

Stage 4. Publication in the media

After making an entry in the Unified State Register of Legal Entities about the beginning of the reorganization, the executive body (the body that takes over the organization of the liquidation is appointed at a joint meeting of companies) submits an application twice with an interval of a month to publish a message about the start of the merger procedure in the journal State Registration Bulletin. The application form and required documents can be found on the Vestnik website.

Stage 5. Obtaining the consent of the antimonopoly authority

In accordance with the federal law "On Protection of Competition" in the event of a merger of companies, if their total assets on the latest balance sheets exceed 3 billion rubles, or the total revenue for the calendar year preceding the year of the merger exceeds 6 billion rubles, or one of participants is included in the register of violators of the antimonopoly law, it is necessary to obtain the consent of the antimonopoly authority.

Stage 6. Inventory of property and drawing up a deed of transfer

As part of the merger procedure, an inventory of the property and obligations of each of the liquidated legal entities is carried out. On the basis of the data received, a unilateral (without the receiving party) transfer act is drawn up, which must be approved by all participants in the reorganization.

Stage 7. Preparation of the final package of documents

For the final state registration of a new legal entity (successor) and the liquidation of participating companies, the following package of documents is required:

• application in the form of state registration of a legal entity created by reorganization;
• minutes of the joint meeting of participants in the reorganized companies (stage 1);
• merger agreement (stage 1);
• transfer deed (stage 6);
• charter of the newly created company (stage 1);
• copies of messages from the Bulletin (a photocopy of the title page of the journal, the page with the message and the application form submitted to the bulletin);
• copies of documents confirming the receipt of messages by creditors (notice of receipt from the post office);
• a document confirming the consent of the antimonopoly body (if required);
• receipt of payment of state duty (4000 rubles).

Stage 8. State registration of changes

The package of documents collected at the previous stage is submitted to the registering tax authority after re-publication in the Bulletin. In this case, the applicant may be either one of the heads of the created executive body, or the head of the company being created.

The form must be notarized. The notary may require the following documents:

• certificates of registration of companies in respect of which changes are made;
• certificates of registration of the company;
• certificates of state registration for the current general directors of the companies in respect of which changes are made;
• minutes of the decision on the appointment of the current general directors of these companies;
• an order on the entry of general directors into office (on appointment to a position);
• extract from the Unified State Register of Legal Entities for the companies participating in the reorganization (issued no more than a month ago).

The notary can expand the list of documents, so it is recommended to contact him in advance.

Five days after the submission of the prepared package to the registration authority, the latter issues documents for the liquidated and newly created companies. From this moment, the reorganization is considered completed.

So, the merging process is a rather complicated and lengthy procedure. Is it worth it to get involved in it in order to eliminate it? Let's find out.

When is a merger justified?

First, you should pay attention to the following point: this method, like joining, cannot provide a 100% evasion guarantee. Therefore, even if the former founders manage to “fuse” a loss-making business with obligations to creditors through a merger (which in itself is unlikely, since creditors can suspend the reorganization process and demand payment of penalties), this cannot be a guarantee of a restful sleep. Former "owners" can be held vicariously liable, and individuals will have to repay debts with their own property. In such a situation, the best solution would be the bankruptcy of the LLC.

The merger, in our opinion, can be justified only if the company has a "clear conscience", but there is no desire to wait and spend money on voluntary liquidation. But even in this case, liquidation by joining looks more advantageous: the procedure for carrying out the last procedure is somewhat simpler, in addition, the necessary financial costs are also less.

What you end up choosing is up to you.

Required documents

You can download samples of the required documents from the links below:

Liquidation of LLC with debts

How to close an LLC with debts? First you need to understand what is meant by this concept. After all, it is not easy to find a company that would not have any debts to the state and business partners. It turns out that the liquidation of any company is the liquidation of an LLC with debts.

Procedure and stages of liquidation

The procedure for liquidating an LLC is regulated in some detail by the Civil Code of the Russian Federation (CC RF), however, as practice shows, this does not bring clarity to the minds of average entrepreneurs. Let's try to fix this situation.

Liquidation cost

So how much will it cost to liquidate an LLC? In fact, this is a very ambiguous question. To begin with, let's try to understand what affects the final cost of the procedure. The second part of the page contains a table showing the dependence of the liquidation price on the chosen method. You can go to it right now.

Change of CEO

Changing the general director of an LLC is a complex procedure that it is advisable to entrust to an experienced lawyer. The first step is to decide on the re-election of the general director of the company. Decisions are made.

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Joining an LLC to an LLC step-by-step instructions describing each stage

Joining an LLC to an LLC step-by-step instructions has its own characteristics. The essence of the procedure is the closure of one company through its merger with another or the actual liquidation of an LLC by joining another company with the transfer of all rights and obligations of the liquidated company to the company with which the merger takes place.

Advantages and disadvantages of the accession procedure

• in the process, there is no need to obtain a certificate of full settlement with the PFR and the FSS, which would mean checking the correctness of the calculations by these bodies and repaying the debt, which takes up to 2 months;
• savings on state duty: when merging, you need to pay rubles (as for registering a new legal entity), joining costs about rubles.

The disadvantage is succession, the essence of which is that the acquiring company, after the transaction, bears all the risks of paying the debts of the affiliated LLC, even if they were identified after registration. The statute of limitations is three years. Therefore, affiliation is practiced as an alternative to the voluntary and official liquidation of a company without debts.

Step-by-step instructions for joining an LLC to an LLC involves going through several stages.

Stage 1 - preparatory

Initially, in each of the companies, a general meeting of founders is held with the execution of a protocol in order to:

1 - making a final decision on the reorganization, in which it is necessary to prescribe the transfer of rights to the acquiring company for:

• notification of the initiation of the merger of the IFTS within three days after the decision is made by the last participant;
• publishing a message about what is happening in a special journal;

2 - ratification of the accession agreement, which specifies:

• key stages of the procedure and their timing;
• the size and features of the authorized capital after the merger;
• distribution of expenses for reorganization among the participants;
• process manager, etc.

Stage 2 - notification of interested parties

For the IFTS, you should prepare:

At the place of registration of the main company, you must also submit an application for the creation of a new company by reorganization in the form P12001.

Documents are endorsed with an EDS or signatures certified by a notary and sent to the Federal Tax Service at the place of registration of participants. The IFTS has the right to request other documents related to this procedure.

In three working days, the tax authorities will issue a certificate of the start of the merger campaign, confirming the amendments to the Unified State Register of Legal Entities.

After receiving the specified paper, the companies have 5 working days to notify creditors. This is done by sending notification letters.

Additionally, two messages about what is happening in the State Registration Bulletin are published with a monthly interval between them.

If the value of the assets (according to the data of the latest balance sheets) of the companies is more than 3 billion rubles, the step-by-step instructions for the merger of an LLC with an LLC are extended: the merger must have permission from the antimonopoly service.

Extrabudgetary funds are notified by sending letters with acknowledgment of receipt.

Stage 3 - inventory

An inventory is a revision:

• the presence and safety of the values ​​of the company, accounted for and unaccounted for on the balance sheet, as well as account balances;
• obligations to all interested parties (creditors, government agencies);
• claim rights;
• warehouse accounting and economy;
• reliability of the information contained in accounting documents.

All property of the LLC and its obligations, regardless of their location, are subject to verification, and material values, not owned by the company (leased or transferred to it for safekeeping, for processing).

At the end of the inventory, the participants of the company draw up and endorse the act of transfer.

Stage 4 - registration of accession

Joining an LLC to an LLC step-by-step instructions regarding the formation of a package of documents for registration of transformations in the Federal Tax Service Inspectorate provides for contacting the specified body with the following papers:

• decisions on reorganization (from each participant plus joint);
• an application for the termination of economic activity on behalf of the merging company (form Р16003);
• an application in the form No. P14001 on changing the data of the register of the Unified State Register of Legal Entities;
• an application in the form No. P13001 on registration of adjustments to the constituent documents;
• minutes of the general meeting of the founders of the companies;
• deed of transfer;
• accession agreement;
• constituent documents (Charter);
• receipt of payment of the fee;
• confirmation of the notice stakeholders(copies of notices with marks of receipt by addressees, messages from the "Bulletin").

After 5 working days, the IFTS will issue:

• extract from the Unified State Register of Legal Entities;
• registration certificate;
• Charter with a mark of the tax authorities.

Clarifications

In the process of accession, it is necessary to draw up a liquidation balance sheet. Sometimes several such intermediate documents are drawn up. Also, the rights and obligations of the liquidated enterprise are re-registered to its successor, and individual creditors will have to be settled before the registration of the reorganization.

The merger of an LLC step-by-step instruction is somewhat different from the one presented above. The liquidation of an LLC through a merger leads to the creation of a fundamentally new business entity based on closed companies. That is, none of the participants continues their economic activity. Therefore, registration of the closure of all participants and the opening of a new legal entity will be required.

If the LLC is supposed to go bankrupt with its subsequent affiliation, then this is possible only with the participation of the arbitration court.

The use of nominees and passports of denominations is criminally punishable in accordance with Article 173 (notes 1, 2) of the Criminal Code of the Russian Federation. 8 years out of life. What are you writing about.

The liquidation of an enterprise is simply about the complex. What you need to close an LLC or individual entrepreneur, what is important to know and what you need to do in order not to have tax problems in the future.

The procedure for closing an IP is extremely simple. You need to pay the state fee, fill out an application and contact tax office at the place of residence.

The official closure of the company, the liquidation of the enterprise are carried out flawlessly, if in the process of their implementation the authorized persons are guided by the norms and requirements of the current legislation.

State registration of a legal entity: a package of documents, tips on filling out an application to the IFTS and preventing refusal. How to expedite the procedure and the list of associated costs

In such an issue as the liquidation of a legal entity, information about the rules and regulations established by the current legislation plays a decisive role.

Joining the SRO is a mandatory event for organizations that are engaged in capital construction, especially dangerous repairs, engineering surveys and design work. Stages of the procedure, advantages and disadvantages of membership, required documents.

An application for the liquidation of an IP and a receipt for payment of the state duty - that's all that is needed to close the IP.

How to formalize the merger of organizations (nuances)?

A merger is the merging of several businesses into one. The procedure for registering a merger is subject to the general procedure for the reorganization of legal entities (Articles 57-60.2 of the Civil Code of the Russian Federation), but at the same time it has its own peculiarities. How to carry out such a procedure and what is needed for this, we will consider in our article.

Merger of two or more legal entities

A set of actions related to the completion of activities by existing organizations and the transfer of all their rights and obligations to a newly created company is called a merger.

The decision to merge organizations may be taken by their participants or by a body endowed with appropriate powers.

In some cases, despite the decision taken, such a change is possible only with the permission of the authorized bodies. For example, if total cost assets commercial organizations as of the last reporting date exceeded 7 billion or 10 billion rubles. their total revenue from sales of the previous year, then their combination is possible with the consent of the antimonopoly authority (Article 27 of the Federal Law “On Protection of Competition” dated July 26, 2006 No. 135-FZ).

IMPORTANT! In accordance with par. 2 p. 3 art. 64 of the Federal Law "On Bankruptcy" dated October 26, 2002 No. 127-FZ, after the introduction of the monitoring procedure, the management bodies of the organization are prohibited from making decisions on reorganization.

2 organizations can take part in the reorganization, even those created in different forms (clause 1, article 57 of the Civil Code of the Russian Federation). More about the change legal status organizations is described in the article "Reorganization of a legal entity is ...".

To, for example, merge with an organization of another form, one must first transform into the form of this organization. For example, a joint stock company can become production cooperative(Article 104 of the Civil Code of the Russian Federation). But laws may contain restrictions on such transformations.

Features of the merge procedure

Reorganization in the form of a merger is provided for by civil law for all organizations. However, they have their own characteristics:

• Limited liability companies.
  The adoption of a decision on the transformation, approval of the merger agreement, the charter of the company being created, as well as the deed of transfer is carried out for each company by its participants.
• joint-stock companies.
  In each company, the board of directors before the meeting of shareholders raises the question of such a transformation and the election of members of the board of directors of the newly created entity. Shareholders make such decisions, approve the merger agreement, deed of transfer, charter.
  IMPORTANT! If the charter of the company being established assigns the functions of the board of directors to the meeting of shareholders, such a board shall not be elected.
• unitary enterprises.
  The functions of making a decision to change enterprises are assigned to the owners of their property. They also approve constituent and other documents related to the reorganization.
  Wherein merger of organizations permissible if the property of such merging enterprises is at the disposal of one owner (Articles 29-30 of the Federal Law “On State and Municipal unitary enterprises"No. 161-FZ dated November 14, 2002).
• non-profit organizations.
  In relation to budgetary, state-owned institutions, decisions on such a transformation and its procedure are made by the authorities to which the institution is subordinate.
  The nuances of the merger procedure may be associated not only with the form of the organization, but also with its activities (Article 33 of the Federal Law “On Non-State Pension Funds” dated 07.05.1998 No. Bank of Russia dated August 29, 2012 No. 386-P).

Merger agreement

When specified in the law, the parties draw up an agreement in which, for example, the following should be established:

1. According to Art. 52 of the Federal Law "On Limited Liability Companies" dated February 8, 1998 No. 14-FZ:

• procedure, conditions of association;
• the procedure for distribution of shares of companies in the authorized capital of the new entity.

1. According to Art. 16 FZ "On joint-stock companies»No. 208-FZ dated December 26, 1995 (hereinafter referred to as Law No. 208-FZ):

• the name, details of the participants in the reorganization, as well as the company being created;
• the procedure and conditions for the merger;
• the procedure for converting shares and their ratio;
• the number of members of the board of directors (if it is reflected in the charter);
• information about the auditor or the list of members of the audit commission;
• a list of members of the collegial executive body (if its formation relates to the powers of the meeting of shareholders and it is provided for by the charter);
• information about the executive body;
• name, details of the registrar.

The contract may also contain other information (clause 3.1, article 16 of Law No. 208-FZ).

Succession upon reorganization

The newly created person in the merger process assumes all obligations of the reorganized organizations.

The document confirming such succession is a deed of transfer (Article 59 of the Civil Code of the Russian Federation). It reflects the transfer of all rights and obligations to the new organization.

That is, the succession is carried out in relation to all creditors, debtors, both for existing obligations (including disputed ones), and for those that may arise, change or terminate after the deed of transfer is drawn up.

Attached to the deed of transfer:

• financial statements;
• acts of inventory;
• primary securities for material values;
• descriptions of other transferred property;
• breakdown of accounts payable and accounts receivable.

The deed of transfer is approved by the persons who made such a decision and is submitted during registration.

In the order of succession, the created entity also receives obligations to pay taxes, fees of reorganized entities, as well as all due penalties and fines (Article 50 of the Tax Code of the Russian Federation).

IMPORTANT! The merger procedure does not affect the timing of the fulfillment of obligations to pay taxes and fees.

Excessive amounts paid by a person before the reorganization will either be distributed proportionally to his other debts, or set off against the fulfillment by the assignee of obligations to pay arrears, and in the absence of debts - returned to the assignee.

Registration of a reorganized entity

3 working days are given for filing an application for registration, the countdown of which starts from the day following the date of the decision on the merger.

Further, the organization that made the last decision on the reorganization (unless otherwise agreed by the parties), twice with a difference of a month, information about such changes is placed in the State Registration Bulletin.

The law may establish the obligation of the organization to notify creditors in writing of its transformation.

For the registration of a legal entity created by reorganization, it is necessary to submit the following documents (Article 14 of the Federal Law “On State Registration of Legal Entities and individual entrepreneurs"dated 08.08.2001 No. 129-FZ):

• an application for state registration of a newly emerging legal entity created through reorganization;
• charter;
• decision on reorganization;
• merger agreement (if any);
• deed of transfer;
• document on payment of state duty;
• document certifying that Pension Fund data on employees were transferred (in accordance with the Federal Law "On Individual Accounting in the System of Compulsory Pension Insurance" dated April 1, 1996 No. 27-FZ);
• on assigning a registration number to the issue of shares and amending the decision on the issue of bonds to change the issuer (for joint-stock companies).

The documents required to complete the reorganization procedure are submitted to the registering authority either 30 days after the last publication of the message in the journal, or 3 months after the entry in the register on the beginning of the reorganization (letter of the Federal Tax Service of Russia dated 14.08.2015 No. GD-4-14 /14410).

Registration is carried out at the location of the organization that sent such a message.

Merger or merger with another organization

The procedure for registering an accession, as well as a merger, is subject to the general procedure for the reorganization of legal entities. But it's important to understand that merger of organizations and attachment, despite their apparent similarity, are 2 different forms:

• When a right is attached, the obligations of the organization are transferred to the person to which the accession is taking place, while in a merger they are transferred to the newly created person.
• The accession procedure is considered to be carried out from the moment of entering into Unified State Register of Legal Entities on the termination of the activities of the affiliated organization, and in the event of a merger - from the moment of registration of the new organization.
• The main difference between the accession is that the organization to which the accession is made continues to exist.

Also, each procedure has its own characteristics of the formation of indicators for their fixation in the financial statements of the organization. For example, guidelines, approved by order of the Ministry of Finance of Russia dated May 20, 2003 No. 44n, the following rules are established (with the exception of credit organizations and government agencies):

• In the event of a merger, one day before making an entry in the register about the organization that has arisen, all persons terminating their activities draw up the final financial statements, close the profit and loss accounts. When merging, such reporting is prepared only by the acquiring organization, which, in addition to closing accounts, distributes the amounts of net profit.
• On the date of registration of the person that has arisen during the merger, according to the transfer act, by line-by-line combining of the indicators of the final reporting, the introductory financial statements are formed. And the financial statements of the successor upon merger are formed on the date of termination of the activities of the last merged person.

Procedure mergers of organizations has a fairly clear order. At the same time, such a reorganization has its own characteristics, for example, in making a decision to merge, drawing up documents necessary for the transfer of rights and obligations, etc. Such features are provided for by special normative documents regulating merger of organizations depending on their form and the activities they carry out.