Liquidation merger. Liquidation of companies through merger or acquisition. Joining an LLC to an LLC step-by-step instructions with a description of each stage

Liquidation of a company through reorganization in the form of a merger for a closed joint stock company - 95,000 rub.

Period of execution - from 4 months

Accountant consultation — for free

First of all, you must know and understand that liquidating your company through merger is the most profitable option for you. Your company will be reorganized and merged with another company. When the reorganization is completely completed, all rights and obligations of your company will transfer to the merged company.

Merger (not to be confused with takeover) is one of the five methods of reorganizing an LLC. In fact, accession is a chain of events whose task is to implement succession between organizations. At the same time, the organization (possibly several) that joins will completely suspend its activities and will be liquidated, and the successor organization ( main organization) will continue to work with all the rights and obligations transferred to it. Very often, the merger procedure is carried out with several subsidiaries to “strengthen the business.”

We will look at one of the main features of affiliation, namely that by affiliation one can allow one organization to take full control over another, with the possibility of its further liquidation, albeit with certain nuances. We will look at the specific nuances of joining and what are the main advantages of liquidating using this method later. For now, let's look at the sequence of the joining procedure.

Stage No. 1. Documentation preparation process

At this stage, it is expected to hold general meetings on affiliation under the leadership of the founders of the main and affiliated organizations. At these meetings, a decision must be made to carry out the reorganization through the affiliation process and the conclusion of an affiliation agreement. The agreement must determine the main stages of the reorganization, the charter of the resulting company as a result of the reorganization, the party that will manage this process, approve the transfer act, and others.

In the decisions taken at general meetings on the merger, a resolution must be adopted to provide the emerging company with all rights to notify government authorities about the start of the reorganization process.

A notification application (which is certified by a notary) about the commencement of the accession process must also be drawn up. Form C-09-4 is required to be completed.

Stage No. 2. Providing documentation to government agencies

Organizations taking part in the reorganization must, within three days, starting from the day of signing the agreement on reorganization through merger, notify the Federal Tax Service authorities about this process (by entering it in the Unified State Register of Legal Entities).

The following list of documentation must be submitted to the state tax service:

completed Form C-09-4;

document confirming intentions to reorganize;

payment of state duty, etc.

Stage No. 3. Notification of credit institutions

Within five days, starting from the day when a certificate is received that confirms the beginning of the reorganization, the authorized body of the company is obliged only in writing to notify the creditors cooperating with it about the commencement of the reorganization process.

After the official registration of the Unified State Register of Legal Entities about the beginning of the reorganization process, it is necessary to publish this information in the "Bulletin of State Registration" ( detailed information set out on the website of the publication www.vestnik-gosreg.ru), on behalf of authorized body society.

Moreover, this procedure must be performed twice, once a month.

Stage No. 5. Coordination with the Antimonopoly Committee

The Law “On the Protection of Competition” states that it is necessary to obtain consent to the merger procedure from the antimonopoly committee if the amount of assets of the enterprise that are being reorganized, according to previous balance sheets, exceeds the amount of three billion rubles. The decision of the committee of the submitted organization must be made no later than thirty days of submitting documents. In certain cases, the antimonopoly committee may extend the period for reviewing documents.

Stage No. 6. Drawing up a transfer act based on inventory results

By conducting an inventory of the assets and liabilities of an enterprise, it is possible to confirm the real data on the property, check and certify the completeness of the reflection of liabilities in the accounting and tax accounts and establish their validity. During the reorganization process, an inventory must be carried out. And ultimately, a transfer deed is formed.

To discuss the inventory process, those responsible for the reorganization hold a meeting where changes are made to the relevant documents. The main changes are the increase authorized capital enterprises and the entry of new participants. Also at the meeting, all participants vote and elect the main governing bodies of the main community.

Based on the results of the meeting, minutes of the meeting are drawn up.

Stage No. 7. List of main final documentation

In order to register changes that have occurred in the documentation of the enterprise (constituent) acting as the legal successor, you will need to collect a package of documents. The main documents are:

statement about the end of the organization’s existence (form 16003);

application for state registration of changes in the organization (form 13001);

application on form 14001;

a copy of articles from the Vestnik magazine;

a copy of the notice to creditors, and more.

Stage No. 8. Completion of the reorganization

An application for the liquidation of a company that will be merged in the future, and the introduction of appropriate changes to the charter of the successor organization, is submitted to the necessary organization that deals with registration only after the secondary publication of the article in the Bulletin. In this process, a list of those documents prepared for the previous stage will be used. Along with these, document forms of forms: No. 14001, No. 13001, and No. 16003 must be certified and confirmed by a notary.

Information about the suspension of the LLC's activities is entered into the state register of organizations. This occurs after a five-day period. Then, after this, the body that carries out the registration issues this organization with all the necessary documentation. And only from this moment can the reorganization be considered completed.

Above, we have defined a specific procedure, from which it is clear that liquidation by annexation is a rather complex procedure. I propose to consider how it actually justifies itself in the context of liquidation.

In what cases will it be necessary to use the liquidation of an organization by merger?

Before answering, we should determine what the disadvantages and the most important advantage regarding the merger will be.

In the case we are considering, we can only talk about advantages, of which two main ones can be distinguished. The first advantage is that obtaining certificates confirming the absence of any debt to such structures as the Social Insurance Fund and the Pension Fund of the Russian Federation is not required for the accession procedure. On the one hand, it may seem that this is not a privilege, but you must admit that we often have to stand for a long time to receive one of these documents. The second advantage is that the size of the state duty is slightly reduced: during the merger procedure you need to pay about 1.5 thousand rubles, and during the merger procedure - 4 thousand rubles.

Do not forget that any reform operation, including annexation, replacement general director or the founder, are not the main method of liquidation and may entail quite serious risks. In this case we mean subsidiary liability. What is meant? In the case where a company discovered that it has a certain amount of debt due to the management of previous founders, then, apparently, it will be the current managers who will need to pay them back. Even though the successor company will be held liable from the very beginning.

Therefore, only companies without debt can be advised to consider reorganization by merger as an option for official and voluntary liquidation, which will make it possible to save a sufficient amount Money and time.

If you simply replace the CEO or chief accountant, then there is no point in this. The tax service will immediately begin an audit and may find out what the company owes to creditors or business partners. If this is discovered, it will be almost impossible to change the legal address of your company. Therefore, company reorganization is the best decision for you. But, unfortunately, not the most reliable way. Creditors or other authorities may sue the company's pre-reorganization executives.

As practice shows, voluntary liquidation of a company is the most correct decision. Once a company is declared bankrupt, it will cease to operate completely and all responsibilities and rights will be removed. And no one will be able to hold the company’s leaders accountable.

If you chose liquidation (by merger), then you have done right choice. A liquidated company is removed from tax registration at the place of registration of the company. Immediately after this, all rights and obligations of the company are transferred to the new head of the company.

Plastic bag necessary documents V government bodies submitted by the new owner of the company. You will only have to sign a statement officially closing the company. And after a few months, you will sign the remaining documents. After all the nuances are resolved, the rights and obligations of your company will transfer to the new owner. Liquidation of a company by merger is possible only if the company has small debts to creditors and the state. If the debts are very large, then the best option for the company is to liquidate it by declaring the company bankrupt.

The time required to liquidate a company by merger can extend up to four months.

Merger is one of the ways to liquidate legal ownership structures, this also applies to LLCs. In fact, this is a certain scheme of action that involves the transfer of rights from one company to another. The first receives the status of liquidation and ceases operations, and the second operates, having assumed additional obligations. Often, such a procedure contributes to business expansion and the merger of a number of subsidiaries.

Features of the procedure

Joining an LLC is similar to legal organizations, however, it does not provide for the formation of a company on the basis of legal entities that have ceased to operate. This does not have a significant impact on the results of liquidation, but it is necessary to carefully select the company to which the merger will take place. Such an organization will become the legal successor and will continue to operate for a certain time after the completion of the accession process.

The following types of LLC can take part in the liquidation procedure by merger:

Having no debts or having settled their debt obligations through reorganization. At the same time, the opinion of creditors should not become an obstacle to completing the liquidation and registering the fact of merger with the tax authorities.
They set the goal of a relatively quick (up to four months) end of the company’s activities with less financial losses than during a merger.
Unable to take the risks associated with the introduction of quick methods of alternative liquidation (sale of the enterprise, replacement of founders, etc.).

Liquidation of an LLC through merger often becomes the best option end of activity for a company with financial difficulties. In this case, management responsibilities are officially transferred to someone else. legal entity, and in order to reduce risks it is necessary to take large losses. A competent approach to solving the issue helps to achieve the goal.

Before liquidating a business by merging with another company, consider all the pros and cons of such a step.

Stages of LLC liquidation by merger

The procedure under consideration is divided into several stages.

Preliminary preparation of documents

At the initial stage, the founders of all organizations participating in the procedure gather. At the meeting, a verdict is passed on liquidation through merger, and an agreement on merger is approved. This document determines the main stages of the entire process, the size of the authorized capital of the new company, the amount of expenses of participants during the procedure, as well as the party managing the process itself.

An enterprise can be liquidated only by decision general meeting owners

Each of the communities taking part in the procedure makes a decision reflecting the fact of transfer of powers to the governing community. They relate to notification of tax authorities about accession and publication of information about this fact in printed edition"Bulletin of State Registration".

Then an application for future accession is prepared: it must be notarized. A message is created about the initiation of the procedure under consideration in form C-09–4 to notify the tax authorities at the place of registration of legal entities.

Don't know how to organize a reorganization through a merger? You will find the answers in our article ““.

Sending materials to state registration authorities

All organizations participating in the liquidation of an LLC are required to notify the tax authorities at the place of registration within three days from the date of the verdict on the procedure. Within this period it is required to send to tax services at the place of registration of the parent company, an application to initiate the merger procedure. At the end of the specified period, the Federal Tax Service is obliged to issue an official document about the start of the accession process. At the same time, the established entry is made in the Unified State Register of Legal Entities.

Ensure that the tax office is properly notified of upcoming accession procedures

Notification of creditors

Within five days from the date of execution of the document on the beginning of the merger, each of the organizations participating in the process is obliged to notify all its creditors about this in writing. It is better to send such a message by mail with a delivery notification and a description of the attachment.

Notify creditors about the liquidation of the company by merger - this will help maintain good business relations with them and restructure existing debt

Publication in the media

The notice of liquidation must be published in the publication “Bulletin of State Registration”. As a rule, such publication is made by the parent company, the one to which the merger takes place. Submission of information must be completed twice. The second one is done 30 days after the first one is released.

Publishing an announcement in the State Registration Bulletin will help avoid demands from creditors to extend the liquidation period of the company

Obtaining permission from the antimonopoly authority

Consent to join is required if the total assets of the communities subject to liquidation exceed 3 billion rubles. Permission must be obtained no later than a month from the date of submission of documents; the time frame may change by agreement of the parties.

Find out how to quickly and correctly reorganize a legal entity through merger from our publication ““.

Drawing up a transfer act and inventory of property

The parties involved in the liquidation carry out an inventory of valuables and intangible assets and distribute responsibilities. In accordance with the information obtained from the inventory results, a property transfer act is drawn up.

A meeting of community members participating in the procedure is held, the agenda of which includes the following issues:

changes are stipulated in the constituent documents of the parent organization in connection with the expansion of the authorized capital and the addition of new members;
elections of the leadership of the parent organization are held.

The results of the meeting are recorded in the compiled minutes.

Property inventory will help you preserve important assets and get rid of unnecessary junk

Carrying out state registration of amendments

After an additional message is published in the State Registration Bulletin, information about the liquidation of the affiliated community and changes in the statutory documents of the parent organization are submitted to the state registration authorities. After 5 days, information about the liquidation of the affiliated LLC is entered into the Unified State Register of Legal Entities, after which the registration authority issues the required documents. This completes the process of liquidating an LLC by merger.

Documents required for liquidation in the form of merger

To legally carry out the procedure for liquidation of an LLC by merger, the following documents are required:

The decision of the meeting of LLC founders to initiate the merger process.
Affiliation agreement with the parent organization.
Application to initiate liquidation by merger.
Notice of LLC liquidation (Form C-09–4).
A written message to creditors about the upcoming liquidation procedure of the enterprise.
The act of transferring property to an LLC.

Documents relating to the liquidation of the company must be properly executed, since they will have to be presented to regulatory authorities within the next 4 years

LLC liquidation cost

The cost of liquidating an LLC is determined by the amount of the duty established by the state - 1.5 thousand rubles. Additional payment is required for the services of organizations performing such a turnkey procedure. The estimated cost of their services is determined in the range from 30 to 50 thousand rubles.

Possible risks during liquidation

Any action to liquidate a company is risky. Claims do not arise only in cases where the liquidation of an LLC through merger is carried out in compliance with all legal requirements. And it is also important to have a pre-made plan for the operation.

The main risk is that creditors present demands for debt repayment against the management of the acquired LLC. Moreover, this can happen after the end of the accession.

Documentation must be completed strictly in accordance with certain deadlines

Before carrying out the procedure in question, it is recommended to verify the following:

the enterprise has no debts at all or can be paid off during the merger process;
the appointed successor does not cause any suspicion among regulatory authorities;
the LLC merger procedure can be carried out without attracting attention from the tax administration and law enforcement agencies;
in the current situation, the option of merging an LLC is the most justified.

If a company has large debts, there is no point in liquidating it. This will immediately attract the attention of regulatory authorities and will only worsen the situation.

Liquidating an LLC by merging it has many advantages. There is no need to take a large number of certificates about the existence of debts, the amount of the fee is lower than for a merger, the corresponding records of liquidation are entered into the Unified State Register of Legal Entities. There are significantly fewer disadvantages: they are all associated with the risk of taking on the organization’s existing debts. Having weighed the pros and cons, management has the right to decide whether this option suits it or not.

When choosing a method for closing a company, many questions arise that are not always easy to find answers to. It is difficult to do without the help of a professional lawyer. When you try to independently complete the activities of a legal entity, you cannot do without mistakes, and in this case, large fines and penalties are implied. When discussing options for closing companies, liquidation of companies through reorganization deserves special attention - the pros and cons of this method.

When choosing a suitable scheme for terminating the activities of an organization, first of all, you should be guided by its condition: the presence or absence of debts. The degree of “transparency” of relations with the tax office also plays a big role when choosing a liquidation method. Reorganization has become quite widespread due to the possibility of closing a company even with a small debt. But its main disadvantage is the transfer of rights and obligations to the so-called successors, other companies. In this regard, the process must be carried out under the supervision of experienced specialists who will take into account all the nuances of such a procedure.

What forms of reorganization are there?

In a situation where there is a need to close a company, it is necessary to choose the most suitable method. can be divided into two types - forced (by court decision) and voluntary (by decision of the founders). They are used depending on the circumstances of the company’s activities. Reorganization of a company is an additional (or alternative) way of liquidating an organization. It may take one of five forms, which are listed in Article 57 Civil Code(hereinafter referred to in the article as the Code). These include:

merger,
accession,
separation,
selection,
transformation.

Each type has its own characteristics and is used under certain circumstances. In some cases, the simultaneous use of several types is permissible (Article 57 of the Code). The most common are the first two. When a company is reorganized through a merger, liquidation occurs and, accordingly, the cessation of business activities of all firms that take part in the merger. The created organization becomes the legal successor.

Reorganization of a company by merger involves the merger of one company with another. As a result of this, the latter becomes the legal successor. The first is liquidated and ceases economic activity. These methods allow you to carry out the closing procedure as quickly as possible. short time and according to a simplified scheme.

Pros and cons of reorganization

Liquidation and reorganization of a company are one and the same process - closure of a legal entity. However, there is a certain difference between them. Liquidation involves full repayment of outstanding obligations. During reorganization, they pass to the legal successor, who will have to execute them. The choice of one or another method of closing a company is influenced by specific conditions, for example, the presence of debt to the state or creditors.

Reorganization, like other methods of closing a company, has its own strengths and weak sides. Compared to ordinary liquidation:

takes significantly less time - on average three or four months,
its process is less labor-intensive,
it is possible to carry out the procedure even if there is a small debt both to the state (tax authorities) and to counterparties,
when carried out in accordance with established requirements, it is recognized as absolutely legal and excludes any claims from government bodies.

There are many positive aspects to liquidation through reorganization, but there is also a negative aspect. The main disadvantage is the presence of a legal successor. This fact means that the obligations of the reorganized company are not “extinguished”, but are transferred to another person. IN similar situation autumn it is important that the process is handled by an experienced lawyer. If the reorganization is carried out incorrectly, claims may arise against the former owners, which will lead to significant fines and penalties.

For visual representation positive and negative aspects voluntary (ordinary) liquidation and reorganization, we summarize the important aspects of two forms:

Features of the reorganization

To solve the problem of existing debts to creditors and the budget, as well as existing obligations, the choice of reorganization, the preferred form of which would be merger or incorporation, will be the most optimal. It will allow the company to cease its activities in a short time. Of course, the debts will not disappear, they will simply pass to the legal successor, who, in turn, will have to repay them, as well as fulfill the obligations assumed. In the process of reorganization, there is a need to notify the tax (IFTS), insurance (FSS) and pension fund(PFR). The deadline is three days from the moment the decision on merger or accession is made.

It is imperative to inform creditors of the upcoming event. If these requirements are violated, the procedure may be declared invalid. To complete the process, a package of documents is submitted to the tax office, which informs about the closure of the company due to reorganization. After deregistration and making an appropriate entry in the Unified State Register of Legal Entities, the organization is considered officially closed.

Liquidation of a company through reorganization is characterized by notification procedure. Tax audits and other obstacles will not interfere with this procedure. This is due to the fact that the obligations of the reorganized company remain, as well as debts. For this reason, there is no need for regulatory authorities to prevent this form of liquidation. In most cases, this method is considered the fastest and most convenient.

The method of determining the successor depends on the form of reorganization. Basic information is contained in Article 50 of the Tax Code. It specifies the procedure for accepting obligations. The assignee is obliged to pay the debt regardless of whether he knew about it or not before the reorganization. This fact is recorded in paragraph two of this article.

Vicarious liability - what are the consequences of ignorance of the law?

The responsibility of business owners is an important point in determining the company's debts to creditors and the budget during liquidation. Arbitrage practice, as well as approaches to tax administration, are not static indicators. Changes and improvements occur, which do not always have a positive impact on taxpayers. The idea that the owners of societies with limited liability They risk only their share in the authorized capital. In reality, things are not quite like that.

Many businessmen consciously or unconsciously ignore such a concept as “subsidiary liability”. Some know nothing about it, others heard it once, but were not interested in the details. So what is its essence? Responsibility of the founder or general director, as well as those influencing decision-making individual, which involves reimbursing the company’s debt to creditors and the budget with personal property and money, and not just the size of the authorized capital, is called subsidiary. Thus, the founder risks not only the company’s funds, but also his own savings.

The activities of a company are a complex process, the correct organization of which determines the longevity and efficiency of the business. No matter how well the work is done, under certain circumstances a situation arises in which the company has to be closed. The liquidation process is not much simpler than registration. To complete the activity, it is highly advisable to contact professionals, such as law firms. They will help you go through the process of closing an organization with minimal losses. At the same time, it would not be superfluous to understand all the pros and cons of liquidating companies through reorganization for the businessmen themselves.

Video - “Federal Law 99-FZ. Reorganization"

In normal business practice, the reorganization of companies in the form of a merger is carried out for the purpose of business consolidation and obtaining competitive and other advantages as a result. At the same time, taking into account the specifics and results of the merger, this procedure can also be used as a way to liquidate the participants in the reorganization - during the merger, they in any case cease their activities and are excluded from the Unified State Register of Legal Entities. In practice, this approach is considered as a type of alternative liquidation of companies, although it is not the worst or riskiest compared to other alternative schemes. Next, we will examine in detail how an LLC is liquidated through a merger.

LLC merger: step-by-step instructions

Before starting to consider the features and stages of the merger procedure, it is important to note that it proceeds in the same way regardless of the goals set by the owners of the LLC - liquidation or consolidation of the business. This is special advantage of liquidation of companies through merger- formally there are no violations of legal requirements and established procedures. The only difference is in the possible risks and consequences.

Step 1. Selecting a second merger participant

For the purpose of liquidation, it is critically important to select a company, firstly, preferably in the form of an LLC, and secondly, one that is actually operating, not a “fly-by-night” and does not raise suspicions that the reorganization process is fictitious. Ideally, the merger should look as if the goal was to enlarge the business, and not to terminate the activities of the participants in the reorganization. It is clear that this is very difficult to do. This partly explains the demand for the services of special “liquidators” who will not only provide a company that meets all the conditions for a merger, but will also accompany the entire process. At the same time, often the business with which the merger is to take place is located in another region, which somewhat reduces the risk of attracting close attention from the tax authority, especially if the reorganization is planned to be carried out in relation to an LLC with debts.

Step 2. Preparation, approval and submission of documents

At the first stage of starting a merger, it is necessary to prepare the following procedures at the level of all participants to launch:

merger agreement and transfer deed;
charter of the new company, which is created as a result of the reorganization;
minutes of a meeting or decision the only founders about the merger;
minutes of the general (joint) meeting with decisions on approval of the agreement, deed of transfer and charter.

When using a merger for the purpose of liquidation, usually all documents are prepared in one batch. But in order to avoid possible suspicions that the merger is fictitious, it is advisable to approach their preparation in more detail, in particular, in decisions on the merger, indicate a compelling reason for this, determine the timing, procedure and budget for all reorganization measures, appoint a responsible person or form a commission for greater persuasiveness . In a number of cases, the resolution of property issues and the preparation of the transfer deed are postponed to a later date than the adoption of decisions on the merger. It is advisable to do this in order to first conduct an inventory of assets, determine debtors and creditors, the volume of rights and obligations transferred to the new company, as well as document all this and finally draw up a detailed transfer act.

Based on the results of the decision to merge, an application P12003 is prepared and notarized, which is submitted along with copies of decisions (protocols) to the tax authority.

Step 3. Notification of creditors and publication in the media

After the Federal Tax Service Inspectorate has entered information about the start of the merger procedure into the Unified State Register of Legal Entities, it is imperative to prepare and send to all known creditors a written notice of the reorganization and the possibility of presenting their claims within 2 months. At the same time, public information is provided through the media. The message is published in the State Registration Bulletin twice - together with the notification of creditors and a month later.

Step 4. Settlements with creditors, solving internal organizational, property and management problems

Since the liquidation of companies through a merger is often initiated to get rid of a problematic business - with debts unfulfilled court decisions etc., then settlements with creditors and resolution of other property and organizational issues can be a difficult stage. If creditors are not informed, there is a serious risk of challenging the reorganization, and if they are notified, debt issues will have to be resolved somehow. If there are a lot of debts and it is impossible to pay them off, it is better to immediately abandon this method of liquidation. The only effective solution to the problem is to convince creditors that the transfer of debt obligations to a new company created as a result of the merger will not affect the quality and timing of their fulfillment. If there are debts on taxes and other obligatory payments, it will most likely be impossible to avoid an on-site tax audit. You should also be prepared for this.

In addition to the above, at this stage of the merger in each company participating in the reorganization, the following issues are resolved:

conducting an inventory and preparing a unilateral transfer deed to the new company;
notification of employees about the upcoming dismissal in connection with the reorganization and termination of the company’s activities or, if possible, registration of dismissal due at will(by agreement of the parties).

Step 5. Preparation of the final package of documents and registration with the Federal Tax Service

The tasks at this stage are:

Register the merger and termination of the activities of the reorganization participants with their exclusion from the Unified State Register of Legal Entities.
Register the creation of a new company - the legal successor of companies that are ceasing to operate.

Typically, documents are prepared and submitted all at once:

notarized application P12001;
protocols (decisions), merger agreement, transfer deed (in copies);
charter of the new company;
copies of documents confirming notification of creditors and publications in the media;
document confirming payment of the duty.

To notarize an application, a notary may request an expanded package of documents - the question is clarified in advance at the place of planned certification of documents.

As a result of the completion of the reorganization procedure, all its participants cease to exist, transferring the rights and obligations to a new legal entity. True, this does not relieve the former owners of responsibility for obligations that arose during the existence of the liquidated LLC.

A common option for liquidating a company is reorganization by merger. This event often serves as the basis for business consolidation, uniting several small subsidiaries.

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Features of the event

Along with changing the management or address of an enterprise through the sale of a business, merger is a type of alternative liquidation. This method is considered more trustworthy due to the exclusion of former firms from the state register, overlooking the presence of a successor with the transfer of all obligations of the acquired firms. That is, the risk of liability of the new organization increases in proportion to the presence of risks in other enterprises.

What is this?

The essence of the procedure is a set of actions to terminate the activities of the acquired enterprise (one or more) with the transfer of legal succession to the main company - the successor, which continues to operate. At the same time, companies that join completely complete their independent work, going through the procedure of liquidation and exclusion from the register. The difference from a similar merger procedure is that during the merger process all participating organizations cease their work and a completely new successor enterprise is registered.

Note: it is worth remembering that during the accession process the taxpayer is not required to independently carry out actions to notify the tax authorities.

If it turns out that the Federal Tax Service employees do not have the necessary information about the termination of the organization’s existence as a result of reorganization, all that is required from the company is to submit a copy of the certificate of the completed procedure with an attachment cover letter from the former head of the company that he is no longer listed as an official, and the organization has completed its activities as a result of the merger. Based on these documents, the content of information about the organization in the register will be corrected by making the necessary entries by tax officials.

Feasibility of the procedure

Which companies should use the affiliation method? First of all, these are companies that are thinking about liquidation due to the presence of large amounts of debt under various obligations, including tax obligations. In addition, these are companies in whose accounting there are significant gaps and it is cheaper to get rid of the business in this way than to restore accounting, undergo possible audits, and communicate with tax and other authorities.

If the management of the company has made a decision to terminate the financial and economic activities of the enterprise, it is worth considering all possible methods of liquidation before the start of the measures: official, alternative, voluntary, through bankruptcy.

Study the pros and cons of all procedures and only then proceed directly to implementation.

The main disadvantage of any “gray” scheme is that the liquidated company continues to be the subject of an offense and accumulate penalties even in the event of liquidation. Consequently, all previous participants/owners can at any time be brought to administrative, criminal and tax liability for violations that occurred during the period of operation.

Undoubted advantages this method are:

firstly, lower financial costs compared to other methods of reorganization (the amount of the duty is not four thousand rubles, but one and a half);
secondly, there is no need to obtain certificates about the presence/absence of debts to social funds - the Pension Fund and the Social Insurance Fund, which significantly saves time in the harsh conditions of modern business;
thirdly, the legal subtleties of the procedure are such that the merging organizations cease their activities by making an entry in the unified register;
fourthly, with almost 90% probability, this is the absence of tax audits, especially if the participants are not large taxpayers or arrears. After joining, all responsibilities for accrual/payment of budgetary and extra-budgetary payments are transferred to the legal successor without any difficulties.

Liquidation by merger in stages

In this form of LLC liquidation, several main stages of the procedure can be distinguished, namely those relating to:

preparation of initial documentation;
providing documentation to registration structures;
notifications to creditors and interested parties;
publishing information in print media;
obtaining permission from antimonopoly authorities;
carrying out inventory actions;
drawing up a transfer act;
preparation of final documentation;
registration of changed data in government agencies.

Package of documents

Before starting to draw up the initial forms of documents, each of the merging companies should organize general meetings of founders/participants for the purpose of reviewing and approving decisions on reorganization and signing the corresponding agreement.

This agreement should regulate the main stages of the process:

deadlines;
the amount of the authorized capital of the successor company;
distribution of financial costs among the joining companies;
appointment of the main enterprise as the process manager, etc.

All decisions of the merging participants must include a provision on the transfer of powers to the selected main company to inform the Federal Tax Service and publicly post notes in the media.

In addition to the above documents, at this stage You must fill out the following forms:

statement notifying the state. authorities on the upcoming accession (subject to notarization);
messages in form S-09-4 (submitted to the tax office at the legal address);
additional forms, the list of which must be clarified directly with the registration authorities.

After approval of the decision, all participants in the reorganization, within up to 3 days, should notify their Federal Tax Service about the upcoming event, providing: decisions, messages in form C-09-4, and other documentation.

The main participant should also notify its Federal Tax Service and provide: decisions and statements. Three days later the employees tax inspectorates make entries in the register about the fact of the start of the procedure and issue certificates.

Notification, publication

Within 5 days after receiving the certificate, all participants are required to begin measures to notify creditors. Notification must be made in writing by mail by sending registered letters with mail notification forms and an inventory attachment. It is mandatory to draw up a document such as.

The register of creditors must include the following:

list of identified creditors;
amounts of designated debts;
grounds for making demands;
designated order of repayment.

The register is compiled in rubles or in foreign currency (in relation to creditors, settlements for which were carried out in foreign currency units) at the rate of the Central Bank at the time of the start of the liquidation event.

What requirements can be included in the register:

outstanding obligations to pay for goods (works/services);
borrowed funds received, including accrued interest;
amounts of compensation;
amounts resulting from illicit enrichment.

To be included in the list, creditors must submit their requirements in the prescribed manner. If, despite the presentation of demands, the creditor was not included in the register, he has the right to apply for restoration to arbitration.

In addition, all interested parties should take care of the availability of documentation proving debts, such as contracts, certificates of completion of work, delivery notes and invoices, and other business correspondence.

Only after the claims submitted in a timely manner are repaid, the undeclared amounts are repaid.

The next stage, often carried out by the main participant, is the publication of notes in a special publication “Bulletin of State. registration". This action is carried out twice with the publication of a repeated message no earlier than a month after the initial one.

Watch a video about the responsibility of business owners in the event of liquidation of the enterprise

Permission from the antimonopoly authority

According to the current competition law, for a number of special large enterprises The consent of the antimonopoly service may be required.

Such enterprises include those whose assets, according to the latest data, exceeded 3 billion rubles.

The time frame for making a decision is set individually, usually thirty days from the date of provision of information.

Inventory and transfer act

Each of the reorganized enterprises is required to conduct an inventory of property and monetary assets and liabilities. Data obtained during inventory activities are the basis for drawing up such an important form as the transfer deed.

Without this act, reorganization cannot be carried out.

The information specified in the document becomes the basis for the subsequent compilation of general balance sheets. In addition, in the future the new enterprise will put new property on its balance sheet and will be able to account for.

Registering changes

At the last stage, in order for the fact of accession to be successfully registered, it is necessary to correctly prepare the final package of documentation, which includes copies of:

Decisions (for each enterprise and general).
Applications in the form (submitted by all affiliated organizations).
Applications in the form (submitted by the main enterprise).
Minutes of the general meeting of all members of the reorganization.
Reorganization agreements.
Transfer deed.
Copies of the publication note.
Copies of the notice to all interested parties.

After re-publication in the Bulletin has taken place, application forms for the liquidation of affiliated companies and for amendments to the constituent documentation of the main company should be filled out.

The forms listed in paragraphs 2-4 are subject to notarization. Five days after the submission of the final forms, an entry is made in the register, the necessary certificates are issued - the procedure is completed.

Risks

Despite the obvious advantages of the method considered, there are always two sides to the coin. Likewise, annexation, being a type of alternative liquidation, has negative Negative consequences in the form, first of all, of huge risks of subsidiary liability.

If the reorganized enterprise at the time of liquidation actions has debts, including those that have not been identified or recognized, then the former owners are considered responsible for them, regardless of the fact of a change in management.

As a result, it is best for those firms that do not have a “legacy” in the form of debts to creditors to officially complete their activities by merging.

Other risks of joining include:

almost one hundred percent probability of ordering an audit by the tax authorities immediately after the start of the reorganization, especially if there are large amounts of tax arrears;
administrative and tax liability in case of merger of companies with obligations;
refusal to recognize the reorganization as legal if creditors were not notified or it was revealed that the procedure was not carried out for the purpose of carrying out activities.