Reorganization in the form of selection step by step instructions. How is the reorganization in the form of separation. Notification of the tax office and creditors about the start of the reorganization process and press release

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 the current legislation of the Russian Federation on 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 you to determine the subject of personal data no longer than required by the purposes of processing personal data, if the period for storing personal data is not established by 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 of 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.

We continue the series of materials on the reorganization. The previous article was about . In this article, we will talk about selection. How to draw up a separation balance sheet? Is it possible to take into account the losses of the reorganized company? Do I need to reset the base for insurance premiums to funds? These and other important issues related to the selection will be discussed in this material.

What is the essence of selection

Spin-off is a form of reorganization in which part of the company (for example, one of the structural divisions) is transformed into a separate legal entity. When spinning off, the “old” company gives the newly created organization part of its assets, debts, liabilities, profits, funds, etc.

Selection has an important distinguishing feature- after the reorganization, the predecessor company does not cease to exist, but continues to work, but in a "reduced" form.

Initial selection stage

Spin-off, like any reorganization, begins with the appropriate decision of the owners. Within three working days, the organization must report it in writing to the “registering” tax office and bring the decision itself there. Also within three working days you need to inform Pension Fund and Foundation social insurance(clause 3, part 3, article 28 of the Federal Law of July 24, 2009 No. 212-FZ).

After that, twice (with a frequency of once a month) it is necessary to publish a notice of reorganization in special publications. In addition, within five working days from the date of filing an application with the inspection, it is necessary to notify all known creditors (Article 13.1 of the Federal Law of 08.08.01 No. 129-FZ “On state registration legal entities and individual entrepreneurs).

Then a new charter should be prepared and memorandum of association for the spun-off company and conduct an inventory of the property and liabilities of the "old" organization. This is stated in paragraph 2 of Article 12 of the Federal Law of November 21, 1996 No. 129-FZ “On Accounting”.

Partition balance

The next step is to draw up a separation balance sheet. Its date is determined by the founders. The Ministry of Finance of Russia recommends that the separation balance sheet be dated by the end of the quarter or year (clause 6 of the Guidelines for the formation of accounting records during reorganization *).

The regulations do not define what a separation balance sheet is. The only requirement for this document is that it must contain “provisions on succession” (clause 1, article 59 of the Civil Code of the Russian Federation). That is, it is necessary to indicate in what amount the receivables and payables (including personnel salaries, taxes and insurance premiums), as well as property, pass to the assignee. It can be reflected both at residual value and at market value - depending on the decision of the founders (clause 7 of the Guidelines for the formation of accounting records during reorganization).

The form of the separation balance sheet has not been approved. Many companies use a regular balance sheet and mark the title page as “separating”. But the tax authorities often refuse to accept such a document, justifying that it reflects only the total values ​​​​of the articles, and there is no decoding. Therefore, it is better for accountants to draw up applications to the separation balance sheet in advance, where they describe in detail what each figure consists of.

There is another way - to draw up a separation balance sheet in the form of an agreement between the founders of the successor company on what property and obligations are transferred to the spin-off organization. It is important here to indicate the value of each object and the amount of each obligation with a detailed list of all debtors, creditors, as well as taxes and other payments.

Often accountants ask the question: does the predecessor need to make postings when transferring assets and liabilities? Strictly speaking, you don't need to. This follows from paragraph 11 of the Guidelines for the formation of accounting during reorganization. However, accounting programs often do not allow you to completely abandon postings. In this regard, the chief accountants use either an auxiliary account 0, or the more familiar account 76 sub-account “Transfer of assets and liabilities during reorganization”. If all postings are made correctly, then in the end the balance on such an account will be zero.

The period until the completion of the reorganization

The separation balance sheet must be accompanied by an application for state registration of a spin-off legal entity, a decision on reorganization, a document confirming the payment of state duty and other papers listed in paragraph 1 of Article 14 of Federal Law No. 129-FZ of 08.08.01. The package of documents is supposed to be submitted to the “registering” tax office. After the inspection makes an appropriate entry in the Unified State Register of Legal Entities, it will be considered that the organization created by spin-off has begun to operate.

In practice, the waiting period usually lasts from a few days to several months. At this time, the "old" company continues to operate. In particular, it calculates salaries, depreciation, issues invoices and issues invoices and invoices.

On spin-off, the predecessor company does not have to make final accounts because the business will continue. Accordingly, account 99 “Profit and Loss” does not need to be closed at the time of separation. There is also no need to separate the income statement figures into figures relating to the "old" company and the one that was spun off. Transactions made between the date of signing the separation balance sheet and the creation of the spin-off legal entity will be reflected in the predecessor's quarterly and annual accounts in the usual manner.

Introductory accounting of the spin-off company

The organization created as a result of separation must draw up an opening balance sheet as of the date of making the corresponding entry in the Unified State Register of Legal Entities. Column 3 of the balance sheet should reflect information as of the date of reorganization. In columns 4 and 5 there will be dashes, since as of December 31 of the last and the year before last, the successor enterprise did not yet exist.

Particular attention should be paid to the authorized capital of a newly formed legal entity. It can be formed in one of two ways.

The first method implies that the predecessor company allocates part of its property as a contribution to the authorized capital of the spun-off organization. In this case, the value of the AC of the predecessor does not change. In this case, the predecessor must show financial investments in its accounting, and the spun-off company must show contributions to the authorized capital.

In the second method, the authorized capital of the "old" organization is divided into two parts: one part remains with the predecessor, the second goes to the successor. For joint-stock companies, the excess of the value of net assets over the total nominal value is reflected in the opening balance sheet as additional capital. The rest of the organizations show the difference between net assets and authorized capital in the opening balance sheet in the line "Retained earnings (uncovered loss)". Moreover, a positive difference is reflected simply by a number, and a negative difference is reflected in parentheses.

Regardless of the method chosen, the spun-off organization does not create postings when forming the authorized capital.

The opening balance sheet is submitted to the tax inspectorate either immediately after registration, or at the end of the current quarter - depending on what is more convenient for your inspector.

"Primary" in the transition period

After the reorganization in the form of a spin-off, the newly formed company, as a rule, transfers contractual relations with some counterparties. At the same time, agreements with such partners were signed by the predecessor organization. Is it necessary to conclude additional agreements about changing the side of the transaction? Or is it enough to send information letters, where to indicate the name and details of the spun-off company?

In our opinion, it is permissible to confine ourselves to letters. According to paragraph 4 of Article 58 of the Civil Code of the Russian Federation, the rights and obligations of the reorganized company under the separation balance sheet are transferred to the spun-off legal entity. This also applies to contractual relations. This means that if there is an extract from the Unified State Register of Legal Entities and a separation balance sheet, no additional agreements are required.

But in life, many companies still prefer to renew contracts for a newly created organization. This option requires additional time and labor, but allows you to prevent possible questions from both contractors and tax authorities.

Acts of work performed, waybills and invoices for "inherited" counterparties must be written out as follows: up to the day of reorganization on behalf of the predecessor, on the date of reorganization, and further - on behalf of the successor.

Mutual settlements with the budget

If the predecessor had an overpayment, which he transferred to the successor during the reorganization, then the spun-off company can return the money from the budget. There is one condition here: the predecessor should not have debts for other taxes, as well as penalties and fines. In this case, the successor should write an application for a refund and attach a separation balance sheet, an act of reconciliation with the budget (if any) and other documents confirming the payment of taxes. This is enough to get money from the budget, according to the financial department ().

As regards the arrears, general case upon allocation, the assignee does not inherit it. Also, he should not bear the tax liability to which the predecessor was involved. This is directly stated in paragraph 8 of Article 50 of the Tax Code of the Russian Federation, and this is confirmed by officials ().

Loss carry forward and amortization

It is debatable whether the spun-off organization has the right to take into account the losses of the predecessor company when taxing profits. There is no direct prohibition in the Tax Code. But officials take a different view. The fact is that, according to paragraph 5 of Article 283 of the Tax Code of the Russian Federation, losses can be transferred only in a situation where the reorganized legal entity has ceased to exist. And when allocated, it continues to work, so it is unacceptable to transfer losses by inheritance (). In our opinion, the conclusions of the specialists of the financial department are quite logical, and it is safer for taxpayers to follow them.

Another unclear point is related to the accrual on real estate objects inherited by the successor on the separation balance sheet. Can these objects be depreciated given that they are registered to a predecessor? We believe that it is possible. Although depreciation is not allowed to be charged before the submission of documents for state registration of property rights (clause 11 of article 258 of the Tax Code of the Russian Federation), in this case the prohibition does not apply. This is due to the fact that during the reorganization, the ownership of real estate automatically passes to the successor (Resolution of the Plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated April 29, 2010 No. 10/22). Therefore, the spun-off organization does not have to register objects and prove the right to depreciation.

Tax base for VAT

In the event that, according to the separation balance sheet, receivables in the form of advances received from the buyer are transferred to the newly created company, the successor organization must include these amounts in the base on. In turn, the predecessor has the right to deduct the tax previously accrued for payment from advances (subparagraphs 1 and 2 of article 162.1 of the Tax Code of the Russian Federation).

The "input" tax, which the predecessor paid to his suppliers (or at customs), but did not have time to deduct, can be deducted by the successor. This requires the fulfillment of standard conditions. Namely: the presence of an invoice, "primary" and registration for use in transactions subject to VAT. There is an additional condition: the predecessor must submit documents confirming the payment (clause 5, article 162.1 of the Tax Code of the Russian Federation).

Particular attention should be paid to the date of the invoice issued in the name of the predecessor. If the document is dated after the allocation, then the tax authorities will most likely not allow the deduction to be accepted. In such a situation, the accountant can only contact the supplier and ask him to correct the document.

We add that conflicts with inspectors are likely in the case when the spun-off company received property from its predecessor and, after reorganization, switched to "". The Ministry of Finance insists that the successor is obliged to restore VAT on the objects received (letter No. 03-07-11/323 dated 30.07.10). We believe that there is no need for restoration, because this case is not directly mentioned in paragraph 3 of Article 170 of the Tax Code of the Russian Federation. But this position, most likely, will have to be defended in court. The outcome of the dispute is difficult to predict.

Income tax reporting

When separating, as in other forms of reorganization, the tax period is not interrupted. This is explained by the fact that the company is not a taxpayer, but a tax agent. In addition, labor relations with personnel continue, as stated in Article 75 of the Labor Code of the Russian Federation. This means that there is no need to submit any interim reporting on personal income tax upon separation.

We note one feature: if an employee brought a notice for a property deduction, where the “former” organization is indicated as the employer, the accounting department of the “new” company should refuse him. The employee will have to go to the tax office again and take another notice, which confirms the deduction related to the assignee. Such explanations have been given. In practice, inspectors everywhere follow these clarifications and cancel the deduction provided under the "outdated" notice.

Insurance premium base

Is a newly formed organization obliged to calculate the taxable base for insurance premiums from scratch, or can the countdown that started before the transformation be continued? The amount of insurance contributions directly depends on the answer to this question. If the assignee resets the base, then he automatically loses the right to exempt accruals from contributions that exceed the limit (in 2011 it is 463,000 rubles). If he “inherits” the base, then along with it he will receive the right not to charge contributions for the excess amount.

Unfortunately, in a spin-off reorganization, the successor company must start over to determine the contribution base. This is explained by the fact that for an organization created after January 1, the first billing period is the time from the date of creation to December 31 (part 3 of article 10 of the Federal Law of July 24, 2009 No. 212-FZ). Moreover, there are no provisions in this law that would talk about the transfer of the base “by inheritance”.

* Guidelines for the formation of financial statements when reorganizing organizations were approved by order of the Ministry of Finance of Russia dated May 20, 2003 No. 44n.

One of the forms of reorganization of a legal entity is spin-off. It assumes that on the basis of the “parent” company, without stopping its activities, subsidiaries are created with their own executive bodies, seal and charter.

Part of its rights and powers are transferred to subsidiaries that have spun off from the parent company. The other part of them remains behind her.

The regulation of registration actions when separating legal entities is prescribed in paragraph 4 of Article 58 of the Civil Code of the Russian Federation.

Upon separation, a newly born limited liability company is subject to full state registration. As for the parent company, changes are made only to its charter. This may be, for example, a record of a change in the authorized capital (obviously, its reduction, since some part of it will turn into the authorized capital of newly created enterprises). Making changes to the charter is also a registration action and requires the personal presence of the director or an authorized person with a notarized power of attorney.

In Law 14-FZ “On Limited Liability Companies”, which entered into force on February 8, 1998, Article 55 is devoted to the process of spinning off new LLCs. By law, the spin-off must be voluntary and agreed upon by all participants in the parent company.

Paragraph 2 of the article contains a list of issues that should be discussed by the general meeting of participants in a company reorganized in the form of a spin-off.

Let's take this situation as an example. Limited Liability Company “Dandelion” has sole member(individual) who paid 100% of the authorized capital in the amount of 20,000 rubles. Dandelion has two non-residential properties on its balance sheet. The founder of the company makes a decision on reorganization in the form of separation of one subsidiary. In the decision (an official document handed over to the registration authority), he:

1. Specifies the order of reorganization (allocation),
2. Informs the name of the new society (“Dandelion Plus”),
3. approves the separation balance sheet,
4. fixes the need to amend the charter of the old Dandelion (regarding the possibility of spinning off a new company and reducing the amount of the authorized capital).

This can be found in Article 59 of the Civil Code of the Russian Federation. It interprets the issues of succession of reorganized legal entities in relation to property rights and claims. Simply put, how the debts and assets of a society are distributed. In our case, the assets include the authorized capital, the book value of non-residential premises and liabilities of debtors.

The authorized capital in the separation balance sheet is divided in half:

1. Oduvanchik LLC - 10,000 rubles;
2. Dandelion Plus LLC - 10,000 rubles.

Both enterprises receive real estate in the form of one building according to the separation balance sheet. The sole founder of Oduvanchik Plus LLC is the legal entity Oduvanchik LLC.

The registrar must be notified of the birth of a new "Dandelion" within three working days. For notification, form P1200 is used, approved by paragraph 1 of Art. 13.1 of Federal Law No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs” dated 08.08.2001. Hereinafter, we will simply call it the Law “On State Registration”).

Also during three days it is necessary to notify the funds - pension, social and compulsory health insurance. This norm is spelled out in article 28 of the law on insurance premiums to the PFR, FSS and MHIF (212-FZ of 07/24/2009) and to the accident and occupational disease insurance fund (125-FZ of 07/24/1998). In connection with the transfer of all registration actions to separate inter-district tax inspectorates, from August 24, 2013, the rule obliging the heads of enterprises to report the reorganization and liquidation of enterprises to the territorial tax authority was canceled. It is assumed that he learns about this and so from the interdistrict tax.

As soon as the entry about the spin-off of Novaya Romashka LLC appeared in the United state register legal entities, the founder of Romashka LLC must publish twice with a monthly interval in an authorized medium mass media(according to the order of the Federal Tax Service dated June 16, 2006, today this is an appendix to the Kommersant newspaper under the name “State Registration Bulletin”), an announcement about the reorganization of his enterprise.

It can be submitted online using a standard form. Informing the public through an announcement in the media is regulated by paragraph 2 of Art. 13.1 of the Law on State Registration and Article 60 of the Civil Code of the Russian Federation ..

Paragraph 2 of Article 13.1 of the Law on State Registration obliges the owner of the reorganized enterprise to notify all known creditors, regardless of the form of ownership, of the changes that have taken place within five working days. Information about the reorganization is sent by registered mail with an inventory and a return receipt.

The selection procedure is conditionally divided into the following stages:

1. Preparatory stage
2. At this stage, the following documents are created:
3. The decision of the general meeting or the sole participant on the reorganization of the company;
4. Application to the registration authority in the form P12003;
5. Dividing balance of society;
6. Notifications to all known creditors;
7. Announcements in the State Registration Bulletin;
8. Messages to the PFR, MHIF, FSS in simple written form.

An important point. When the company is reorganized in the form of a spin-off, the state duty in the amount of 4,000 rubles is paid only by the subsidiary. Although representatives of the registration authority mistakenly demanded that the representative of the “old” Dandelion be paid for it.

Usually, it takes one and a half to two months to prepare and approve all registration documents. This time directly depends on the number of participants in the company and their relationships, debtors and creditors of the company, the absence of debt to the budget and extra-budgetary funds, the availability of movable and immovable property and other factors.

Registration stage

At the second stage, title documents of the new enterprise are created.

1. Application Form R12001
2. Decision on the reorganization of Oduvanchik LLC
3. Charter of Dandelion Plus LLC (2 copies)
4. Partition balance
5. Application for the application of a simplified taxation system (if a decision has been made)
6. Copies of announcements in the State Registration Bulletin (2 copies)
7. Copies of notice to creditors of Oduvanchik LLC
8. A copy of the receipt for payment of the state duty (4000 rubles). In this case, the fee cannot be paid from the current account, since there is none yet. The payment from the account of Dandelion LLC will be invalid: it can only be used for registration actions with Dandelion itself, and not with a subsidiary.

In addition, the old enterprise (Dandelion LLC) will have to submit the following papers to the registration authority:

1. Application Form P13001
2. Reorganization decision
3. New edition of the charter of Oduvanchik LLC
4. Rental agreement for premises or certificate of ownership
5. A letter of guarantee on the readiness of the owner of the premises to preserve the legal address for Oduvanchik LLC. Confirmation of payment of the state duty in the amount of 800 rubles. It can be paid both through Sberbank and from a current account.

All registration actions for both enterprises must be completed by the registration authority within five days. Usually final documents are issued together, in one package. However, if the old and new enterprises have different participants and managers, when submitting documents, it is stipulated to whom they are issued.

After receiving the registration documents, Dandelion Plus LLC can open a current account. As you know, the territorial tax authority should be notified about opening an account within five days.

The announcement in the “Bulletin of State Registration” is checked by specialists of the inter-district inspection without fail.

If at least one ad is not published or contains false information, registration actions may be denied.

In addition to the website of the publication, advertisements can be submitted at regional agents and at the correspondent offices of the Kommersant newspaper. Sometimes it turns out to be even more beneficial.

If the leadership of the newly formed company intends to work using the “simplification”, then it has 30 days to apply.

Transfer of real estate objects

A rather complicated procedure for the reorganization of a company in the form of a spin-off can be the transfer of one's own real estate. In general, the transfer is carried out within the framework of paragraph 2 of Article 218 of the Civil Code of the Russian Federation (succession). Legal practice says that if the predecessor company owned real estate, then the successor retains the right to it. It is only the owners themselves who can decide specifically which of the owners the objects or their shares go to.

According to their statement, the Rosreestr service registers new property rights.

List of documents for registration in Rosreestr:

1. Application for registration of ownership of real estate (it can be downloaded from the Rosreestr website);
2. Payment confirmation state duty(7500 rubles);
3. A copy of the certificate of state registration of a legal entity, certified by a notary;
4. Certificate for the real estate object, issued earlier by Oduvanchik LLC;
5. Separation balance sheet, which contains a description of the property transferred to the subsidiary;
6. A notarized power of attorney issued on behalf of the company to the applicant. If the applicant is the director of the company, then a power of attorney is not needed.

122-FZ "On state registration of rights to real estate and transactions with it" indicates that registration of rights must be carried out within a period not exceeding 18 calendar days. However, you should be prepared for the fact that the registration process will take about a month.

Summing up, we note that the reorganization in the form of separation is a very troublesome business, requiring the skill of working with registration documents. It is worth choosing this form of reorganization only if there are sufficiently compelling reasons.

Reorganization of an LLC in the form of spin-off

The procedure, as a result of which the actual liquidation of a legal entity occurs, followed by the formation of one or more firms on the basis of succession, is called the reorganization of an LLC.

The need for reorganization may arise when creating a joint company, when expanding a business, or when acquiring a company (which is in poor financial condition).

In our today's material, we will consider the forms of reorganization of limited liability companies, and talk about how the reorganization of an LLC is carried out in the form of a spin-off in 2018.

LLC reorganization forms

For legal entities, the legislation of the Russian Federation provides for the following forms of reorganization of a limited liability company:

• merger;
• transformation;
• selection;
• separation;
• accession;
• combined form (consists of merging and joining or splitting and separating).

The reorganization of an LLC through a merger is the process of creating a new legal entity that assumes all the rights and obligations of the enterprises that participate in this procedure. As a result, participating firms cease to exist. Information about them is excluded from the Unified State Register of Legal Entities. This form of LLC reorganization is relevant for the liquidation of the company.

The reorganization of a legal entity in the form of transformation is a way for a limited liability company to change its organizational and legal form (for example, an LLC becomes a CJSC).

The reorganization of an LLC through a spin-off means that the donor company is not subject to liquidation and continues to exist. This form is resorted to if the LLC has several owners who cannot continue joint activities due to disagreements.

The reorganization of a legal entity through division is the creation of several legal entities. persons who are endowed with their rights and obligations (from one LLC). After the reorganization, the donor society ceases to exist. Data about him from the Unified State Register of Legal Entities are excluded.

The reorganization of an LLC by merger is a combination of several legal entities. individuals with an existing company. This form of reorganization is used when a large company takes over smaller companies or when several companies are merged into a holding company (which are engaged in one type of activity). All obligations and rights of the companies that join are transferred to the operating enterprise.

Reorganization of an LLC: main stages

The process of reorganization of a limited liability company (regardless of the form of its implementation) consists of the following stages:

1. reorganization decision.
2. Notification of the registration authority about the beginning of the reorganization process.
3. Entering a mark on the beginning of the procedure for the reorganization of an LLC in the Unified State Register of Legal Entities.
4. Publication of an announcement in the media (information about the participants in the process, indicating the timing and data on the procedure for submitting claims by creditors).
5. Notification of creditors by each of the participants in the procedure.
6. Submission of a package of documents for the reorganization of an LLC.
7. Obtaining ready-made documents that confirm the completion of the reorganization process.

The list of documents for registration and the procedure for their submission depends on the chosen form of reorganization of the LLC.

Reorganization of an LLC in the form of a spin-off: step by step instructions

As already noted, the reorganization of an LLC through a spin-off involves the creation of one (several) companies, with the transfer to him (them) of the rights and obligations of the company that is being reorganized.

In addition, the form of separation of the company is used to liquidate the company.

The reasons for the reorganization of an LLC in the form of a spin-off are as follows:

• the need to resolve a dispute between the founders;
• the need to financially improve the enterprise (as a result of the separation of unprofitable forms).

The procedure for the reorganization of a limited liability company by spin-off consists of several stages:

Stage No. 1: Holding a general meeting of participants

At the meeting, a resolution on the reorganization of the LLC is adopted. In addition, obligations are distributed among the participants, the timing of the reorganization process is determined. The question of the division of capital is being resolved.

After that, all actions are recorded in the LLC Protocol on the allocation.

Step #2: Taking inventory

In the process of conducting an inventory, an assessment is carried out total cost LLC property for the allocation procedure.

Step #3: Creating a separating balance sheet

A separation balance sheet is an accounting document that is used to divide between spin-off and reorganized companies:

Stage No. 4: Notification of the Federal Tax Service about the start of the procedure for reorganizing the company

It is necessary to inform about the beginning of the transformation no later than three working days from the date of the decision to reorganize the LLC.

Step #5: Providing details of the reorganization to creditors. Debt repayment

A written notice must be sent no later than five working days from the date of filing the notice with the Federal Tax Service.

Step #6: Filing an announcement of a reorganization in the form of a spin-off

The announcement must be submitted to the State Registration Bulletin. The ad must be published for 60 days.

Step #7: Approval of the charter for each spin-off legal entity

In addition to approving the charter for each of the companies, it is necessary to appoint bodies for their control and management.

Stage 8: State registration of spin-off companies

At this stage, changes should also be made to the statutory documents.

Stage No. 9: Notification of the reorganization of LLC extra-budgetary funds

Stage No. 10: Obtaining statistics codes, making a seal and opening a bank account

As a rule, the allocation takes from 2 to 3 months. From the date of state registration of the separated legal entities, the separation process is considered completed.

The reorganization of an LLC in the form of a spin-off may be complicated by some of the problems that are associated with litigation that arises from the division of ownership or the division of creditor obligations.

It is possible to enforce the allocation in court at the suit of the antimonopoly authority.

Documents for reorganization in the form of allocation

To carry out the procedure for the reorganization of an LLC in the form of a spin-off, the following package of documents must be submitted to the Federal Tax Service:

1. Statement.
2. Changes in the founding documents (including the charter).
3. Protocol of LLC on separation.
4. Dividing balance.
5. Confirmation of notification of creditors about the reorganization of the company.

To register a legal entity that was formed as a result of separation, you must submit:

1. Statement.
2. Charter.
3. Minutes of general meetings and the reorganized and formed limited liability company.
4. Dividing balance.
5. Confirmation of the publication of the announcement in the media (on separation).
6. Confirmation of notice to creditors.

In conclusion, we note that the procedure for reorganizing an LLC in the form of a spin-off has become quite popular in recent years. This process allows you to achieve stability and significantly increase business efficiency.

also interesting:

When is reorganization needed by spinning off a new legal entity?

Spin-off is one of the forms of reorganization, in which, on the basis of an independent organization a new business appears(one or more), which has part of its rights and obligations.

As a result of this procedure, an entry about one or more new economic entities. At the same time, the company from which they spun off continues its activities.

Most common situations, in which it may be necessary to reorganize by separating:

1. Company is engaged different types activities, one of which (or several) will go to new organization(and read about changing the types of activities of an LLC).

   In this case, the spin-off will optimize the taxation system and simplify accounting for the activities of both companies.

2. Organization seeks to restructure its debts. Since some of the rights and obligations of the former enterprise are transferred to the newly created enterprise, this also applies to debts - part of them can also be transferred to a separate entity.
3. Unresolved disputes or conflicts arose between the owners of the company as a result of which they cannot continue further joint work. In this case, spin-off is the only way to solve the problem that preserves the business and respects the rights of all involved.
4. Company seeks to expand its rapidly growing operations by transferring part of the assets to another entity.

Regardless of the grounds and form of ownership of companies, the reorganization procedure by spin-off must be carried out in compliance with all legal requirements.

If the tax authorities discover a clear desire to evade taxes or other debts, the owners may incur serious liability.

Step-by-step instruction of the procedure

Like any other form of reorganization, the procedure for spinning off an LLC has its own action algorithm:

1. Decision-making by the owners of the enterprise on the reorganization and the choice of its specific form.
2. Taking inventory and the formation of a separation balance sheet.
3. Collection and preparation required documents , which are needed to start the procedure (decision or minutes of the meeting and application).
4. Notification about the forthcoming procedure of registration authorities.
5. Notification creditors that the firm is in the process of reorganization in the form of a spin-off.

   This is done in two ways: by sending written notices to all known creditors about the upcoming allocation and by publishing a message in the media (in the Bulletin). Publications are made twice, with a frequency of once a month.

6. Formation of the necessary reporting: final, transitional and introductory.
7. Training documents to carry out the procedure.
8. Submission of registration documents to the tax authority.
9. Entry into the state register information about the new company.

At this point, the reorganization procedure is completed.

Typically, reorganization by spin-off, like other forms of reorganization, takes about 2-3 months.

Read more about the division of an LLC into two LLCs.

Preparatory stage

This stage covers all the actions that are performed before the start of the reorganization procedure. The first necessary action is holding a general meeting of participants(founders) of the enterprise that is being reorganized. The output of this meeting will be the following documents:

1. Solution on the reorganization procedure (if the owner is one person). There is no statutory form of this document, but in practice it usually contains the following information:

• the form reorganization (in this case, separation);
• title a new enterprise (or enterprises, if there are several of them);
• time and order conducting an inventory of property;
• size and order of formation authorized capital new community;
• scroll property, as well as the rights and obligations that are transferred to the new enterprise.

2. Meeting minutes- if there are several owners. It fixes the procedure for holding the meeting, as well as the results of voting and the decision taken as a result. Basically, the protocol contains the same information as the allocation decision.

After the decision is made, an application is submitted to the registration authority to start the reorganization procedure, to which a copy of the decision on separation or the minutes of the meeting is attached. Application deadline - 3 days from the date of the decision to reorganize.

Registration actions

Notification of the registration authority by submitting the relevant documents - the most important step in the entire reorganization procedure.

This stage has a conditional division into two parts:

1. Actions that are taken at the beginning of the procedure for the reorganization of a legal entity. These include:

• application and decision on reorganization into the registration authority;
• notification territorial tax authority (the composition of the necessary documents in this case is specified in a specific department of the Federal Tax Service).

2. Actions that are performed at the end of the procedure. After the second publication in the Bulletin, you can prepare a package of documents:

• statements(f., and), which must be notarized;
• charter new enterprise (two copies);
• updated reorganized enterprise;
• letter of guarantee to the legal address of the organization that is being created;
• protocol meetings or a decision to conduct a reorganization procedure;
• receipt for payment of state duty for the registration of a new organization;
• dividing balance;
• copies pages of the Bulletin with published notices of the upcoming procedure;
• certificate from the FIU confirming the absence of debt;
• proof of notices to creditors(for example, postal receipts).

All these documents are submitted CEO reorganized company to the registration authority. within five days after that, all documents should be ready - both for a new enterprise and for the main one. They can be picked up personally or with the help of a trusted person.

If on the appointed day no one comes to the registration authority for documents, they sent by mail to the legal address of the organization. The moment of completion of the reorganization procedure is the record of the new enterprise.

You can also find on our website a sample deed of transfer upon reorganization by merger, transformation of a CJSC into an LLC and division, read.

Partition balance

Each form of reorganization provides for the preparation of the main binding document on which this procedure takes place. For those forms, as a result of which one enterprise divided into several(or one stands out from the other), it is the dividing balance.

It is a document that displays distribution of assets and transfer of part of them new economic entity.

Partition balance does not have a statutory form, but certain requirements are imposed on its content:

• Availability reorganization information(name of the main enterprise and its successor, their organizational and legal forms, date of the procedure);
• indication assets, equity and obligations of the enterprise which is being reorganized, as well as the procedure for their distribution for the new company;
• application for balance accounting reports, drawn up for the last reporting period before the reorganization (on its basis, a separation balance sheet is drawn up).

Before compiling a document, take inventory- this will allow you to most accurately take into account and evaluate the cost of all property that the reorganized enterprise has.

Personnel problems

One of many important issues, which may occur during selection is distribution of workers main enterprise in the newly established. As with any other form of reorganization, for personnel, such a procedure may entail a number of changes. It is worth noting the most important points and actions to be performed when selecting an enterprise:

1. Drafting staffing . This document is created in accordance with the new organizational structure and staffing needs. It is necessary to clearly define how many employees will be needed for the operation of the new enterprise and how their job responsibilities will be divided.
2. Broadcast personnel documentation . All documents for employees who are transferred to a new enterprise, from the moment the selection procedure is completed, must be stored in its personnel department.
3. Notice of upcoming procedure workers. This requirement applies only to those whose working conditions will change significantly after the procedure. If employees agree to continue labor relations, then an addition is signed to their contract with amendments to the contract and a corresponding entry is made in the work book.

When employee's refusal to continue working in a new company, he can be fired from it on this basis.

If he agree to continue working and his working conditions are preserved, changes are made only in work book and personal cards.

All of the above changes take place based on orders issued by the head of the new enterprise. These documents, as well as other personnel changes, must comply with the requirements of current legislation.

Spin-off is one of the simplest forms of reorganization in terms of carrying out, with the help of which from one enterprise others may separate business entities (their allowable number is not limited by law).

Wherein main organization continues its work, and new companies become independent and independent- from the parent company they receive only part of the rights and obligations.

Didn't find an answer to your question? Find out, how to solve your problem - call right now:

The reorganization of an LLC in the form of a spin-off implies a kind of spin-off from an LLC that is a donor, an independent company. It is registered as a legal entity, and the company from which this company has separated continues to operate on the same legal basis.

Features of reorganization by allocation

At present spin-off has become the most demanded form of reorganization in Russian business circles. The fact is that its use is a consequence of very common circumstances.

The following main reasons for such a reorganization are noted:

1. The parent company has a large debt. In this case, when a new enterprise is created, along with a part of property and other rights, debts are also transferred in full or in part. As a result, the parent company continues to work quietly and make a profit.
2. Emergence in the process of company growth of highly specialized workshops or branches. The separation of these divisions as independent legal entities contributes to their further development, accelerates the business transactions and simplifies Accounting. In this case, cooperation between legal entities becomes more profitable than cooperation of branches within the same legal entity.
3. Expansion of the company, leading to the complexity of management and making it difficult for its further growth.
4. The emergence of sharp disagreements between the owners.

Reorganization by separation, as opposed to other methods (with the exception of separation), is carried out not only according to the wishes of the LLC owners, but also according to a decision made by the tax service, the antimonopoly committee or the judicial authority. All such decisions are made solely on the basis of existing legislation.

And also the fundamental difference of this method of reorganization is that only legal entities belonging to the same organizational and legal form as the parent company can be created during spin-off.

Video: Highlight Reorganization Features

Step-by-step reorganization by allocation method

Reorganization by creating a new legal entity while maintaining the old one, like all other methods of reorganization, is regulated by Art. 51 FZ-14 "On Limited Liability Companies" dated February 18, 1998, as well as Art. 58 of the Civil Code of the Russian Federation.

Previously, the provisions for the implementation of individual stages of the reorganization were not detailed. As a result of the latest amendments to Law No. 14-FZ, which entered into force on 09/01/2017, reorganization issues are spelled out more carefully.

The essence of the introduced amendments:

• proposals for reorganization are introduced by both the founders and other authorized bodies;
• default responsible persons companies decisions of other authorized bodies on the need for reorganization are allowed to be considered in court;
• the legal document for the transfer of powers is only the deed of transfer, and the submission of the separation balance sheet is not mandatory;
• non-compliance of the charter and other documents with the provisions of the law is the basis for invalidating the reorganization;
• creditors have the right to demand early payment of debts.

The amendments regarding the separation process consist in a clear wording of the succession, presented in paragraph 4 of Art. 58 of the Civil Code of the Russian Federation.

When one or more legal entities are separated from a legal entity, the rights and obligations of the reorganized legal entity are transferred to each of them in accordance with the deed of transfer.

In the process of reorganization by allocation, the following steps can be specified:

1. Preliminary stage.
2. Performing an inventory.
3. Registration of the deed of transfer.
4. Bringing questions to the general meeting.
5. Notifying tax authorities and creditors of the commencement of the reorganization process.
6. Placement of the publication about the reorganization.
7. Transfer to the IFTS of a package of documents on the reorganization.
8. Checking documents and obtaining registration certificates.
9. The final stage.

Only scrupulous observance of the sequence of actions during the reorganization guarantees its successful completion.

preliminary stage

It consists in developing a decision on the method of reorganization at the level of the executive body and the board of directors of the enterprise. Comprehensive consultations are held with lawyers and, if necessary, with the tax service and the antimonopoly committee. At meetings and consultations, the best ways to implement the procedure are determined and persons responsible for preparing the general meeting are appointed. At the preliminary stage, draft decisions are drawn up.

General Extraordinary Meeting

The general meeting is organized by the executive body of the company, as well as at the request of the board of directors, audit commission or at the request of a group of founders, constituting at least 1/10 of the number of participants (clause 2, article 35 of Law No. 14-FZ of February 8, 1998).

The message about the planned collegiate meetings is compiled in any form. Here are the following points:

• the name of the body convening the meeting, or the names of the initiating participants;
• the time and place of the meeting;
• list of proposed issues.

The notice of convening an extraordinary meeting must indicate that the agenda includes the issue of reorganizing the company by separating

This message must be sent in writing to all participants in the enterprise and interested companies. The list of addressees is agreed in advance. At the same time, it is desirable that the addressee confirms the fact of receipt of the notice. Otherwise, an absent participant may manipulate the situation and jeopardize the legitimacy of the meeting. And it is also necessary that the notice of the planned event be made no later than 30 days before the fixed date of its convocation (clause 1, article 36 of the Federal Law No. 14).

The registration of participants must be taken very carefully, since all issues are resolved exclusively by collegial and open voting. To approve the resolution on the reorganization by spin-off, you need to have all 100% of the votes. For decisions on adjusting the size of the authorized capital, amending the charter, distributing shares, and in other similar cases, it is sufficient that at least two-thirds of the company's participants vote.

The following items are on the agenda:

1. Reorganization of the company by spin-off.
2. The formation of a new society by separating from the present.
3. The procedure for the reorganization.
4. Distribution of authorized capital.
5. The choice of the director of the created enterprise.
6. Approval of the charter of the new company.
7. Approval of the commission for inventory and for the development of a transfer act.

All decisions are made in the form of protocols. According to the provisions of paragraph 3 of Art. 67.1 of the Civil Code of the Russian Federation, the list of persons present at the meeting and the adopted minutes are certified by a notary. However, in new edition The Civil Code of the Russian Federation states that under certain circumstances it is possible to do without notarization of the protocol. For example, if the list of participants and the text of the protocol are signed by all participants or there are technical possibilities to establish the absolute reliability of the approval of decisions, then notarization of the authenticity of documents is not required. And it will also be legal to certify the decisions of the meeting without notarization, if such a provision is included in the charter of the LLC or adopted unanimously at the general meeting.

Copies of the minutes within a ten-day period after the date of its approval are sent to all participants of the company.

Inventory and registration of the transfer act

An inventory check is a prerequisite for reorganization. Its rules are regulated Guidelines(Order of the Ministry of Finance of the Russian Federation No. 49 dated 06/13/1995).

It is advisable to coincide with the time of the inventory to coincide with the last reporting period before the date of notification of the tax authorities about the start of the reorganization. Based on the inventory, lists of property and lists of financial obligations are compiled. They are primary accounting documents, on the basis of which a transfer act is drawn up.

Currently, the legislation only requires the submission of a deed of transfer confirming the succession. Presentation of the separation balance sheet is now optional. However, in practice, the preparation of a deed of transfer is always preceded by painstaking work on the design of a separation balance sheet. There is also no standard form for the separation balance sheet, but as an intermediate document it is very convenient.

The separating balance sheet is a convenient tool for presenting the state of assets and liabilities of an enterprise

The execution of the deed of transfer in the law is not regulated. Each enterprise has the right to approve its form of act. At the same time, the content of the deed of transfer is clearly regulated by Art. 59 of the Civil Code of the Russian Federation. According to these legislative documents, it must contain information about the assets and liabilities remaining in the parent organization and passing to the newly created company or companies.

The deed of transfer shall contain information on the assets and liabilities remaining in the reorganized company and passing to the spin-off company

Modern edition of Art. 59 of the Civil Code of the Russian Federation reveals the legal aspects of the deed of transfer.

The deed of transfer must contain provisions on the succession of all obligations of the reorganized legal entity in relation to all its creditors and debtors, including obligations disputed by the parties, as well as the procedure for determining the succession in connection with a change in the type, composition, value of property, the emergence, change, termination of rights and obligations of the reorganized legal entity that may occur after the date on which the deed of transfer is drawn up.

Depending on the number of newly created enterprises, the number of columns in the transfer act is drawn up. The principle of drawing up a deed of transfer is the same as in the accounting report of the annual balance sheet. The property of enterprises (each separately and all together) is divided into assets and liabilities, the amounts of which must completely match.

Notification of the tax office and creditors about the start of the reorganization process and press release

About the beginning of the reorganization, a notification is sent to the tax inspectorate on the form P12003 approved by the Federal Tax Service (Order No. ММВ-7-6/ [email protected] dated 25.01.2012).

Form P12003 is allowed to issue:

• handwritten in black ink or black ink in capital letters only;
• printed in Courier New font 18 pixels.

In case of reorganization, the allocation method is filled in:

1. Title page. The reason for the reorganization is indicated in it as an allocation, therefore, in paragraph 2, the number “4” is affixed.

   On the title page of the form P12003 in the paragraph "Reason" the number "4" is affixed

2. Sheet "A". Here you will find information about the company to be reorganized. When allocated, an entry is made only in paragraph 1, where the PSRN and TIN numbers are recorded, as well as the name of the enterprise and its organizational and legal form.

   On the first page of sheet "A" of form P12003, data on the legal entity being reorganized are provided

3. The first page of sheet "B" - information about the applicant is submitted, which, in case of separation, is also a reorganized company. In paragraph 1 of this page, the details of the company are entered, in paragraph 2 - the position of the person filling out the document (director, other employee, authorized person). Paragraph 3 in the case of reorganization in the form of separation is not filled out, and paragraph 4 indicates the data of the person filling out the document:
   
4. The second page of sheet "B", which, in fact, is a continuation of the first page. Here are indicated:
   
5. Page 3 is completed in the presence of a notary. It is signed by the applicant and one of three ways to obtain documents:
   

The notification must be submitted no later than three days after the approval of the decision on the reorganization. Together with him, a protocol of the decision to start the reorganization procedure is sent.

In the same manner, notifications are sent to the Pension Fund and the FSS.

Notification of the commencement of the reorganization process must be sent to creditors no later than five days after the decision is made.

After receiving the notification and accompanying documents, the regional tax inspectorate makes an entry in the Unified State Register of Legal Entities about the start of the reorganization procedure and informs the applicant of the entry. Having received notice of this entry, the company from which the enterprise is separated is obliged to publish a notice of reorganization in the State Registration Bulletin. This publication must be repeated in a month.

Within five days after the decision of the general meeting, you must inform your creditors about this.

The composition of the documents for the reorganized and newly created enterprises for their transfer to the Federal Tax Service

The law provides for a three-month period from the date of publication of the publication on the reorganization in the Bulletin for the presentation of claims of creditors and the elimination of disagreements. After this time, the company can send documents to the tax office, which are drawn up in the form of two packages:

1. Documentation for the registration of a newly created enterprise.
2. Documents for the enterprise being reorganized as a result of separation.

The portfolio of documentation for registration of a legal entity that has arisen as a result of spin-off includes the following documents:

• application in the form P12001;
• charter in two copies;
• decision on reorganization in the form of separation (extract from the minutes of the meeting);
• decision on approval of the executive body of the new LLC and approval of the charter;
• a copy of the payment order confirming the payment of the state fee;
• a letter of guarantee confirming the address of the new company;
• deed of transfer;
• copies of two publications in the State Registration Bulletin;
• copies of receipts for sending notices to creditors;
• certificate from the Pension Fund of the Russian Federation on the absence of debt.

An application for state registration of a legal entity created through reorganization is filled out on form P12001 (Appendix No. 1 to the order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6 / [email protected]).

Filling out the form in case of selection has its own characteristics:

1. Page 1 contains information about the enterprise created as a result of the spin-off. In paragraph 3, the number "4" is affixed - selection.
2. On page 2, in paragraph 4, the number of participants in the company being created is indicated.
3. Sheet "B" contains information about the participant of the company, which is a legal entity. A separate page is filled out for each such participant.
4. If there are individuals among the participants, then the page of sheet “G” is filled out for each.
5. Sheet "E" indicates the share of the authorized capital of each member of the company.
6. Sheet "G" contains information about an individual who has the right to act without a power of attorney on behalf of the company. If there are several such persons, then a separate page is filled out for each.
7. Sheet "K" indicates the codes of economic activity.
8. The final sheet "O" is filled in in the presence of a notary. This is where the applicant's signature is recorded.

The decision to carry out the reorganization by spin-off is drawn up in an arbitrary form in the form of an extract from the minutes of the general meeting or as a decision of the sole participant.

The decision to reorganize by spin-off in case of voting by several participants is taken only unanimously.

There is no single template for issuing a letter of guarantee. The letter is drawn up in any form, but on letterhead. In this letter, you must specify the details of the landlord, as well as the address of the premises and its area.

The letter of guarantee must contain detailed information about the lessor and a mandatory indication of his ownership

A company reorganized as a result of separation of an enterprise from it submits the following set of documents:

• an application in the form P13001 for a decrease in the authorized capital;
• an application in the form P14001 for a reduction in the nominal value of the participants' shares;
• document confirming the payment of the state fee;
• amended charter;
• decision or protocol on amendments to the articles of association.

Form P14001 is a very cumbersome document. It includes over fifty pages. However, in the case of distribution of shares between the participants of the company, only the following are filled in this form:

• First (title) page.
• Sheets "D", "C" and "D", containing data on the participants in the company. "D" is filled in individuals. "B" - for resident legal entities. "G" - for foreign legal entities.
• Sheet "З", in which information is filled in on the transfer of the share to the company and its distribution among the remaining participants.
• Sheet "P", which contains information about the applicant.

Both packages of documents are sent to the tax office at the same time.

The final stage

This stage begins with the transfer of documents to the tax office and ends with the transfer to the applicants of a package of documents confirming the changes made. According to the law, five days are allotted for processing the received documents by the tax inspectorate.

After processing the submitted documents, the IFTS makes appropriate changes to the single register legal entities (USRLE). Then she hands over to the representatives of the reorganized LLC and the newly created company all registration documents. If after a five-day period the documents were not requested, they are automatically sent by mail to the specified legal addresses.

The following documents are issued to the company reorganized as a result of spin-off:

• record sheet of the Unified State Register of Legal Entities;
• the charter of the LLC (one copy) with the mark of the Federal Tax Service.

The society created as a result of the spin-off is given the following package of documents:

• OGRN certificate (main state registration number);
• TIN certificate;
• record sheet of the Unified State Register of Legal Entities;
• charter with a mark and seal of the tax office.

Positive and negative aspects of the reorganization through the allocation

The main advantage of carrying out a reorganization in the form of a spin-off is, of course, the solution to the problems that gave rise to the idea of ​​such a reorganization. Among them:

• optimization of arisen debts;
• the emergence of new areas of activity that require specialization;
• expansion of activities, leading to cumbersomeness and difficulties in managing an expanded enterprise;
• disputes between owners.

However, the extraction process also entails certain risks. The main risk arises from the fact that, by carrying out the reorganization, the company thereby attracts the close attention of both tax authorities and creditors. The latter may, relying on the provisions of Art. 60 of the Civil Code of the Russian Federation, to demand early payment of debts. At the same time, creditors, in order to return their money, have the right to be held jointly and severally liable:

• reorganized (parent) enterprise;
• newly created company;
• responsible executors of reorganization.

In the event of a delay in repayment of loans, not only the reorganized and emerging enterprises, but also the founders of these organizations will be found guilty.

After the reorganization, creditors may also demand the repayment of debt obligations in court. The reason for such an appeal may arise if the amount of net assets of the reorganized company becomes less than the amount of the authorized capital. Then the creditors may claim that the reorganization was deliberately aimed at harming their financial interests. And in this case, not only the reorganized company, but also the newly created enterprise can be held liable.

Such actions of creditors, both at the stage of reorganization and after it, will certainly attract the attention of the tax authorities. And although it is not mandatory to conduct tax audits during a spin-off reorganization, claims by creditors will provide a legitimate reason for conducting audits. Therefore, careful analysis is required good points and the risks that may arise from the reorganization by spin-off.

Video: How to choose the right selection reorganization option

Reorganization in the form of separation requires a complex and lengthy procedure involving experts in the field of economics, finance, accounting and jurisprudence. A thorough and professional approach is required to all stages of this process: from preparing an extraordinary general meeting to making changes to founding documents reorganized company and registration of a new enterprise.