"). In the final article, we will look at the features of the merger. Do I need to close my checking accounts? Should income and expenses be recorded if the debtor and creditor are involved in the merger? We have answered these and other questions in this article.
The initial stage of the merger
A merger is a form of reorganization in which several companies cease to exist as separate legal entities and are merged into one, larger entity.
The sequence of steps to be followed in the first stage of the merger is the same as in other forms of reorganization. We have given all the necessary actions in the table.
Actions to be taken on initial stage mergers
|
Action |
Who commits |
||
|---|---|---|---|
|
Make a decision to merge |
Owners |
By decision of the owners |
|
|
Send the decision on the merger to the "registering" IFTS and attach a written message on the reorganization |
Within three working days after the date of the decision to merge. Next, the IFTS will make an entry in the state register about the beginning of the reorganization |
||
|
Inform the FIU and the FSS in writing about the upcoming reorganization |
Within three working days after the date of the decision to merge |
||
|
Notify all known creditors |
Each company involved in the merger |
Within five working days from the date of submission of the application to the IFTS |
|
|
The company that last decided to merge |
Twice with a frequency of once a month |
||
|
Prepare the constituent documents of the organization created by merger |
Persons responsible for the reorganization |
Deadlines not set |
|
|
Conduct an inventory of assets and liabilities |
Each company involved in the merger |
Immediately before drawing up the deed of transfer |
deed of transfer
The next step is the preparation of the deed of transfer. Each company participating in the merger must draw up this document. The date of the transfer deed can be any. But it is better that it coincides with the end of the quarter or year - as stated in paragraph 6 of the Guidelines for the formation of accounting during reorganization *.
The deed of transfer must contain provisions on succession (Article 59 of the Civil Code of the Russian Federation). This is information about the amounts of receivables and payables, as well as about the property transferred to the newly created company. The value of property according to the transfer act can be market, residual, initial, or corresponding to the actual cost of inventories (clause 7 of the Guidelines for the formation of accounting during reorganization).
There are no restrictions on the form of the deed of transfer. Most often, it is drawn up in the form of an ordinary balance sheet and transcripts are applied for each of the lines. Inventory sheets can be used as transcripts. There is another option: to abandon the balance sheet, but simply list all types of assets and liabilities (fixed assets, intangible assets, "receivables", "creditors", etc.) and indicate their value. And in separate applications, provide lists of objects, debtors, etc. (approximate samples of the transfer act can be downloaded or).
Period until completion of the merger
Then it is necessary to prepare documents for reorganization. This is a deed of transfer, an application for registration of a company created by a merger, a decision on reorganization, a document confirming the payment of state duty, etc. A complete list is given in paragraph 1 of Article 14 of Federal Law No. 129-FZ of 08.08.01.
The package of documents should be brought to the "registering" IFTS and wait until the inspectors make an entry in the Unified State Register of Legal Entities. With the advent of this record, the predecessor companies will cease to exist, and a new successor organization will appear in their place. But until the waiting period is over, the predecessors continue to work: they accrue salaries, depreciation, draw up a "primary", etc.
Final financial statements of predecessor companies
Each company involved in the merger must draw up a final financial statements as of the date preceding the date of making an entry on the reorganization in the Unified State Register of Legal Entities. The reporting consists of, and, an explanation and an auditor's report (if the company is subject to mandatory audit).
The final accounting should reflect the transactions made in the period from the moment of signing the deed of transfer to the closing of the predecessor organization. Due to these operations, the indicators of the final balance sheet will not match the indicators of the transfer act.
In addition, each predecessor company must close Account 99 Profit and Loss. Profit can be distributed according to the decision of the founders.
After the final reporting, the predecessors should not submit balance sheets and other documents, since the last reporting period for them is the time from the beginning of the year to the date of the merger.
Introductory reporting of the newly created organization
An organization created as a result of a merger must draw up introductory financial statements on the date when an entry on reorganization is made in the Unified State Register of Legal Entities. In the lines of the opening balance sheet there will be the sum of the corresponding indicators of the closing balance sheets of the predecessors. The exception is mutual settlements between predecessors - for example, when one of them was a borrower and the other a lender. Such indicators are not summed up, since if the debtor and the creditor coincide, the obligation is terminated. Also, in the introductory reporting of the assignee, it is not necessary to summarize the data on the profit and loss statements of the reorganized companies.
Particular attention should be paid to the authorized capital of the successor organization. If it is less than the sum of the predecessors' capital, then the difference is reflected in the balance sheet in the line "Retained earnings (uncovered loss)". If the authorized capital of the successor is greater than the amount of capital before the reorganization, such a difference in the balance sheet does not need to be shown. In both cases, the accountant does not make any postings.
Introductory reporting must be submitted to the Federal Tax Service 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 merger, the newly created company "inherits" the contractual relationship of the reorganized legal entities. But the treaties themselves are still concluded on behalf of the predecessors. The question arises: do I need to sign additional agreements on the replacement of the parties to the transaction? Or you can just send to counterparties information letters, which indicate the name and details of the successor company?
We believe that additional agreements are not needed, because all the rights and obligations of each of the predecessor companies under the deed of transfer (clause 1, article 58 of the Civil Code of the Russian Federation) are transferred to the newly created organization. This also applies to contractual relationships. This means that in order to continue cooperation with suppliers and customers, an extract from the Unified State Register of Legal Entities and a deed of transfer is sufficient.
As regards waybills, certificates of completion and invoices, they are issued on behalf of the predecessors before the merger date, on behalf of the successor at the merger date and thereafter.
Do I need to close my checking accounts?
Often accountants doubt whether the predecessor company should close its current account before the merger. There is no such obligation under the law. In other words, the organization can transfer the account to the successor, like any other property and obligations. To do this, it is enough to bring new constituent documents to the bank and reissue the card with signatures.
Who pays taxes for reorganized companies
The newly formed organization is the sole successor, and the obligation to pay taxes for all reorganized companies is transferred to it (clause 4, article 50 of the Tax Code of the Russian Federation). In this regard, the inspectors must transfer the balances from the payment cards with the budget of each predecessor to the personal account of the assignee.
Who submits declarations for reorganized companies
If possible, predecessor organizations should report on all taxes until the moment of merger, that is, before making an entry in the single state register. But in practice, they usually do not have time to do this. Then the very next day after the reorganization, the inspectors at the place of registration of the predecessor refuse to accept declarations. In this case, all tax reporting will have to hand over to the newly created organization in its inspection. In the case when, after the reorganization, errors of the predecessor are discovered, the successor hands over the “clarification” for him.
Please note: the deadlines for submitting declarations are not shifted due to reorganization. For example, for the year the assignee is obliged to report no later than March 28 next year- both for himself and for each predecessor.
If during the merger the debtor united with the creditor
It happens that one participant in the merger is the debtor, and the other participant is the creditor. Then, after the reorganization, the creditor and the debtor become one, and the debt is automatically repaid. This means that due to the merger, the debtor will not have to repay the debt, and the creditor will not be able to get his money back.
Is the debtor obliged to show income on the date of reorganization, and the creditor is required to show expenses? tax code does not address this issue. But officials believe that taxable income from the debtor does not arise. This point of view was expressed by the Ministry of Finance of Russia in letters to and. True, they speak of reorganization in the form of affiliation. But, in our opinion, the conclusions are applicable in the event of a merger.
In addition, similar conclusions can be drawn regarding the costs of the creditor. In other words, at the date of the merger, the creditor is not entitled to include the repaid debt in expenses.
A special case is the situation when a supplier and a buyer participate in the merger, which before the reorganization transferred an advance payment to the supplier. In such circumstances, the seller has the right to deduct the VAT previously accrued from the prepayment before the reorganization. The buyer, on the contrary, is obliged to restore the tax previously deducted when transferring the advance. The same position is given in the letter of the Ministry of Finance of Russia dated September 25, 2009 No. 03-07-11 / 242. Although the letter refers to an accession, it can also be used as a guide in the event of a merger.
Tax base for VAT
The newly created company can deduct , which one of the predecessors paid to sellers or at customs, but did not have time to deduct before the merger.
The successor must confirm the right to deduction with an invoice and primary documents by deal. It is also necessary that the goods (results of work, services) acquired by the predecessor be registered for use in VATable transactions. There is one more required condition: the predecessor must submit documents confirming payment (clause 5, article 162.1 of the Tax Code of the Russian Federation).
An organization formed as a result of a merger may deduct VAT that its predecessors accrued upon receipt of an advance. The successor can do this after the sale of the prepaid goods, or after the termination of the transaction and the return of the advance. There is one limitation here - the deduction must be accepted no later than one year from the date of return (clause 4, article 162.1 of the Tax Code of the Russian Federation).
In practice, many problems arise due to the date of invoices issued in the name of predecessors. If the documents are dated after the reorganization, then the inspectors do not allow the deduction to be accepted. In such a situation, the accountant can only contact the suppliers and ask for corrections.
Income tax reporting
A reorganization in the form of a merger does not interrupt the tax period for . This is because the company is not a taxpayer, but a tax agent, and labor Relations with personnel continue (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 during the reorganization.
There is one important nuance here: if, after the merger, the employee brought a notice for a property deduction, where the predecessor organization is indicated as the employer, the accounting department of the successor company must 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 were given by the Ministry of Finance of Russia c. In practice, inspectors everywhere follow these clarifications and cancel the deduction provided under the "outdated" notice.
Insurance premiums and reporting to funds
One of the most contentious issues arising in connection with the merger sounds like this: should the newly created organization calculate the taxable base for insurance premiums from scratch? Or does it have the right to continue the countdown begun by its predecessors before the reorganization?
The amount of contributions directly depends on the answer. If the assignee resets the base, it will automatically lose the right to exempt accruals from contributions that exceed the limit value (in 2011 it is equal to 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.
In our view, in a merger reorganization, the successor company should 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). At the same time, there are no provisions in this law that would talk about the transfer of the base “by inheritance”.
If the predecessors before the merger did not pay contributions or did not report to the funds, the assignee will have to do this. This duty enshrined in part 16 of Article 15 of Federal Law No. 212-FZ.
* Guidelines on the formation of financial statements during the reorganization of organizations, approved by order of the Ministry of Finance of Russia dated May 20, 2003 No. 44n.
1.1. This document defines the policy of the Company with limited liability" " (hereinafter - the Company) in relation to 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.
- Definitions
personal data- any information relating directly or indirectly to a specific or identifiable natural person (subject of personal data);
operator- state body, municipal body, legal or 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.
- 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 in necessary cases and relevance to the stated purposes of their processing.
7) The storage of personal data is carried out in a form that allows determining 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 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.
- 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.
- 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 from the Company in provided by law terms for the following information:
- confirmation of the fact of personal data processing by Start Legal Company LLC;
- on the legal grounds and 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 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 Sphere of Communications, Information Technology and mass communications or in court 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.
- 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 contract, 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 of writing 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.
- 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;
- application of past in due course the procedure for assessing the conformity of information security tools;
- 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.
One of the forms of company reorganization, which involves combining the capitals, assets and debts of two or more firms into a single business (Article 52 of the Civil Code of the Russian Federation).
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At the same time, the companies involved in the reorganization process cease to exist.
The merger process is described in stages in the civil legislation of the Russian Federation and provides for the implementation of a number of activities that last about 2-3 months.
General points
The merger of companies involves the formation of a new legal entity, which becomes the successor of the companies involved in the merger process.
The new business accepts all property and non-property rights, as well as all debts and obligations to third parties.
In essence, the merger process includes two key activities:
As a result of the merger, several edits are made in the Unified State Register of Legal Entities - a number of objects are deleted, and a new one is registered.
In this regard, the last stage of the merger process is the submission to the IFTS of a notice of merger and an application for registration of a new business.
The merger procedure can be carried out only at the level of commercial or non-commercial commercial organizations acting as legal entities.
If the companies planning to carry out the merger procedure have significant capital (the total assets of all participants in the reorganization should be more than 6,000,000 rubles), then they will definitely need to obtain permission from the Antimonopoly Service (FAS).
The state body regulating competition in the market must be sure that there are no precedents for market monopolization.
Basic concepts
The reorganization of a company is the process of terminating the activities of one or more enterprises and the formation of new enterprises based on their assets and liabilities.
Business does not disappear forever - it continues to operate, having modified its form ().
The documentary basis for the reorganization may be the decisions taken by the founders or the judiciary.
When reorganizing public institutions or budget organizations The decision is made by the Government of the Russian Federation.
Reorganization legal entity in the form of a merger, it provides for the merger of two or more enterprises, in which they are liquidated and a new, larger legal entity is created, which assumes all the rights, assets and obligations of the participants in the procedure.
The new company receives a new name and is registered in the Unified State Register of Legal Entities ().
A deed of transfer is a document on the basis of which the property and obligations of reorganized companies are transferred to their successors ().
Who needs it
One of the key goals of the merger is the desire to enlarge the business. In addition, it is often used as an alternative to liquidating an unprofitable company.
In this light, the procedure for reorganizing a business in the form of a merger is most often practiced by firms that:
Legal grounds
As noted above, the legal basis for the merger of companies is civil law.
ATincluding the following provisions that deserve special attention:
The procedure for reorganization by merger
The merger process is a complex and lengthy procedure. It takes, as a rule, about 3 months and requires respect for the interests of business founders, consumers, government agencies.
As such, it includes the following steps:
- Acceptance, which, as a rule, is drawn up in the form of a protocol.
- Notice to creditors government agencies, the general public.
- Repayment of necessary debts, fulfillment of obligations, re-registration of contracts with counterparties;
- Resolving staffing issues.
- Formation on the base financial reporting participants in the procedure for merging the transfer balance.
- Training complete package papers and its submission to the registration authority.
As a result of the reorganization carried out as a merger, the owners of the company receive a registration certificate and a notice of liquidation of its predecessors (their exclusion from the Unified State Register of Legal Entities).
Required package of documents
The basis for the reorganization is a package of securities, which is submitted to the IFTS from all participants in the merger process.
It includes the following documents:
- The decision of business owners to merge with other companies (from each company - minutes of the meeting of investors (shareholders)).
- The decision to create a new legal entity through a merger (formed during the first joint meeting of the owners of all reorganized firms).
- An agreement on the merger procedure, which is concluded between all the firms participating in this process.
- Transfer deeds from each company.
- Copies constituent documents all firms involved in the reorganization process.
- Copies and memorandum of association newly created on the basis of the merger of the enterprise.
- A copy of the pages "Messengers state registration”, confirming the fact of disclosure of information.
- Certificates from all companies that they do not have debts to the Pension Fund, Compulsory Medical Insurance Fund and FSS.
- Document certifying payment.
The above documents are submitted to the Federal Tax Service Inspectorate by a personally authorized representative of the company created during the reorganization.
In addition, they can be sent to the tax office by registered mail with an appendix drawn up at the post office.
If we talk about the timing of the reorganization of legal entities, then they depend on a number of circumstances:
| Firstly | If the reorganization normally takes place within 3 months, then the merger of companies with large capital will require the consent of the antimonopoly authority, which prolongs the procedure |
| Secondly | The merger procedure is considered complicated financial companies, since it requires the approval of the Bank of Russia, which licenses such structures |
| Thirdly | Based on the results of consideration of documents, the Federal Tax Service Inspectorate has the right to appoint an on-site tax audit, which can take 7-14 days |
| Fourth | The reorganization of the OJSC requires the settlement of issues related to valuable papers corporations |
In the presence of the above, "complicating" the conditions for the reorganization procedure, it may take about 5-6 months to complete it.
Step-by-step instruction
AT general view the process of reorganization of the company, which is carried out by merger, can be represented as follows:
| Establishment of a circle of companies | Which will take part in the merger procedure. The situation in which these organizations will be located in different places is not excluded. |
| Decision-making | Which involves holding extraordinary meetings of contributors (shareholders) at the level of all organizations participating in the merger process. Such a decision is drawn up in the form of minutes of the meeting and must contain the following information:
In addition, it is important in the document to indicate the procedure for transferring assets, liabilities, rights and obligations to a newly created organization. |
| IFTS notification | Must occur no later than three days after the meeting of the owners of the merged companies (). It is important to know that such a notification letter to the tax department is sent by the company that held the meeting on the merger of the latter |
| Establishment of the place of registration | An important question, since a newly created company can be registered with the Federal Tax Service at the location of any of the companies participating in the merger |
| Public Notice | It is carried out by publishing information about the reorganization of the company in the State Registration Bulletin. Such a message in the journal is posted twice with a frequency of 1 month (Article 60 of the Civil Code of the Russian Federation) |
| Notification of creditors and debtors | It is carried out within a month after the decision on the reorganization was made. Any of them has the right not later than one month after last publication messages in the "Herald" to declare the need for preliminary coverage of his debts. If this does not happen, then agreements with creditors and debtors are simply re-registered for a new legal entity |
| Informing employees of the organization | Under the signature and giving them the opportunity or re-issuance |
| Formation of a transfer deed | Occurs on the basis of all participants in the reorganization process. These issues are dealt with by a specially created commission () |
The final stage
After all the above steps have been completed, The final stage company merger process.
It involves the implementation of the following activities:
Emerging nuances
The merger procedure is a legally complex process that may involve emergency situations.
A slightly modified merger process, which is observed at the level of budgetary organizations, and, in particular, educational institutions, deserves special attention.
For budgetary organizations
If we are talking about the merger of budgetary organizations, then in this case the process is similar to the merger of commercial organizations, with the exception of some significant aspects:
When reorganizing budget institutions must be respected important rule- organizations financed from the budget can only merge with similar non-profit structures.
For educational institutions
Educational institutions also act as structures financed from the budget, which means that the decision to merge them will be made by the Government of the Russian Federation.
In general, it goes like this:
- Regional authorities submit to the Ministry of Education an initiative to merge individual educational institutions.
- The Office is considering this possibility and presents its recommendations.
- All papers are transferred to the Government of the Russian Federation, which decides on the reorganization and forms a commission to manage this process.
Otherwise, the reorganization scheme is fully consistent with the implementation of a similar process at the level commercial firm. The procedure is financed from the state budget.
As a result of a merger of companies, which may aim to consolidate the business or avoid liquidation of the business, a new legal entity is formed.
It assumes the full range of rights and obligations of its predecessors. The authorized capital of the new entity is the result of the pooling of the capitals of the reorganized enterprises.
Merged firms may not change their location - one of them is recognized as the head office, while others become separate divisions.
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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:
- Two (or more) enterprises will officially cease their activities and be deregistered.
- An entry on registration of a new legal entity will appear in the Unified State Register of Legal Entities.
- 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.
Also often as alternative liquidation the merger of firms is advocated, since with its help it turns out to quickly stop 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 entities take part in the merger of organizations by way of accession economic activity, the algorithm of actions will be several different from all other forms:
Stage 1. At this stage, all participants in the reorganization carry out general meetings 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 a draft charter of the enterprise being created, and also, on the basis of 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 tax office and off-budget funds, in particular, before the FIU. 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:
- 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. Merging is no exception, some personnel changes will happen in this case.
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 profit and loss statements, Money and changes in capital.
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 his 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 new company be able to start 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 more competitive business, in the second case, they will receive mutual benefits and continue working without mutual obligations.
Every day business becomes more interesting and more difficult. It is now almost impossible to achieve great success if you are alone in the world of economics and big money. If earlier it was possible to climb to the top relying only on one's own strength and knowledge, today the situation is a little different.
Alliances between companies are what will help you work even more efficiently and productively. We do not want to say that you need a merger or some other form of unification. No, we're talking about something completely different. By an alliance, we mean beneficial cooperation that will be beneficial to both sides. In one of his interviews, Sergey Brin, the founder of Google, said that modern business built on the ability to cooperate, negotiate, find benefits in every acquaintance. And indeed it is. If you do not know how to communicate with potential partners, or you think that you do not need anyone and you will achieve everything yourself, then you are very much mistaken. Of course, you can also develop a business on your own, but up to a certain point, up to a certain stage, which you cannot go through without the help of partners.
So, in this article we will try to answer the following questions:
What advantages of your company will be of interest to the distributor
How to convince a potential partner that working with you will be profitable and productive
In what areas of business are alliances necessary and most effective?
Business alliances: 8 real examples
1. Equipment supplier and leasing company
Equipment for small and medium businesses is not a cheap pleasure. Often potential clients are faced with the fact that they simply cannot financially pull out a purchase, even if it is very necessary. A bank loan also does not always save, because the interest in our country is simply incredible. Then you need to either refuse to buy, waiting for better times, or look for other ways to get money.
One Russian company, which sells expensive equipment, has entered into a contract with a leasing company, according to which all customers who wish to purchase equipment from this company will receive special conditions leasing. As practice has shown, many refusals to purchase were precisely due to the fact that people were scared away by the price. Then, during sales, the emphasis was placed precisely on financing and the conditions for cooperation with the leasing company, and only then it was said about the advantages of the equipment. This strategy allowed to significantly increase sales and was beneficial for the leasing company, which received additional clients and reliable partner.
You can practice a similar type of cooperation not only when selling equipment, but also where very expensive goods are sold, the purchase of which can cause certain financial difficulties.
2. Developer and apartment owners
Although demand in the real estate market still exceeds supply, the struggle for a buyer is very serious. One major developer decided to attract new clients in a very interesting way. They turned to people who rent out their homes with a very unusual offer. Only one question was asked: “How much do you earn renting an apartment per month? 500-700 dollars? What if we give you more than your annual salary per day? An interesting proposal, but its essence was that the owners of the apartments had to notify their tenants that they had agreed with the developers about a fairly profitable deal, in which the tenant could get his own apartment, paying monthly an amount not exceeding today's housing rent. Also, a potential buyer of an apartment from the developer was helped with an advance payment.
Thus, every landlord who persuaded his tenant to use the services of the developer and buy an apartment from them in installments received a check for up to $ 5,000. Another advantage that motivated landlords to persuade their tenants to take advantage of this offer was the fact that if they do not rent an apartment 3 months after people move out of it, the developer company will compensate for the cost of rent.
As a result of such cooperation, the developer earned millions of dollars in a matter of months, while such a company was cheaper than most known advertising methods.
3. Two producers of dumplings
Dumplings - hot commodity, especially on the eve of some holidays or festivities. It so happened that in Moscow, on the eve of the New Year, a machine that kneads the dough broke down in one workshop. It is clear that replacing him is not a day's work, and will entail certain difficulties. The result is deplorable - the work is worth it, the profit is not coming. Then the head of the enterprise turned to competitors with a proposal to give them a part of the profits from the sale of dumplings in exchange for permission to use a machine for kneading dough. The consent was received, and both companies were satisfied with such an interesting cooperation.
There is also an example construction company, which had a lot of necessary and expensive equipment, but did not use it regularly. Then the idea came to give this equipment to other companies in exchange for a part of the profits from its use.
4. Repair company and supplier of cleaning products
One western firm that refurbishes the premises cooperated with the sellers of cleaning products. The latter willingly provided the contact details of their customers, and repair company recommended cleaning products to her own clients.
The Russian medical Center. He issued gift certificates with a face value of 100 rubles. to receive medical services. The certificate was issued to all supermarket customers with purchases over 1,000 rubles. In the supermarket, the amount of the average bill increased, and the flow of customers poured into the medical center.
And one more example. When installing electric cooktops, Stylish Kitchens leaves customers a booklet from the manufacturer of cleaning products for these cooktops. It advertises the product, and at the same time explains how to care for this device so that it lasts longer.
5. Garden furniture seller and furniture companies
A garden furniture salesman established business relationships with several furniture companies that specialized in sales of a different profile. He promised them sales representatives reward for each client they refer. But the trick was not in the way of cooperation, but in mutual settlements. He paid rewards in cash personally to everyone who brought a client, while saying words of gratitude and asking him to work in the same spirit.
The practice is also known when wedding salons work with various agencies organizing holidays for the newlyweds. In general, in the wedding business, everyone cooperates with everyone, everyone is tied up with connections. If you are a loner, you are unlikely to be able to get a decent order.
6. Two firms selling stationery
Here the situation is very interesting. Firm No. 1 offered its competitor information about those customers who did not dare to place an order with them. In return, they wanted to receive 50% of the profits of those clients about whom they gave information. As a rule, if your offer did not suit the buyer, then it is unlikely that he will already apply to your company, but a competitor can still compete for it if he knows who to fight for.
As a result of such cooperation, everyone benefited. Firm No. 1 gave away "unnecessary" customers, and Firm No. 2 received potential buyers. Of course, a partner can deceive you and not say that the transactions were completed successfully, but in this case, he risks that the deception will be discovered, and the flow of “free” clients will end.
7. Producers of related products
This alliance was between a nail polish manufacturer and a nail care manufacturer. Both companies held joint workshops, held meetings with distributors, where they talked about the benefits of using their products in combination. As a result, sales increased because interested persons Bought both products.
The lacquer manufacturer even went for a rather unusual and strange move - it began to cooperate with competitors, promoting their product, but in return receiving part of the profits. Quite an unusual practice, and few people agree to such a move. But, as you can see, the decision has borne fruit.
8. Supermarket and entertainment center
This alliance, as for me, is one of the most interesting and profitable. The city has the largest and most famous entertainment center with a skating rink, bowling, cinemas and various playgrounds. So, the cooperation consisted in the fact that when buying goods for a certain amount or more, you received a discount certificate for all entertainment in this center. In supermarkets, the flow of people is huge and thus the center has received even more visitors. You might think, what is the benefit to the supermarket, because they, in fact, advertise their partners for free. The benefit is obvious. People tried to buy more to get a certificate. And it doesn't matter if they need the goods they purchase, the main thing is that they will receive a discount. According to statistics, during the month of such cooperation, supermarket sales increased by 7%, which is a very good indicator. Visitor Growth Statistics entertainment center we unfortunately do not have.
Business alliances: what are the conclusions?
If we conclude from all of the above, then we can say that business alliances are quite effective way development of the company, achievement of new goals, reaching a more serious level of work. If you have a good marketing sense, are able to negotiate and work in a team, then it is likely that such an alliance will only benefit your company.
Modern business must be very flexible. You simply must be able to cooperate even with competitors, if it will bring profit to both you and them. You must always look to the future, understand how beneficial such an alliance will be, and whether you need it.