Merger liquidation. Liquidation of firms through a merger or acquisition. Joining an LLC to an LLC step-by-step instructions describing each stage

Liquidation of a company by reorganization in the form of a merger for a CJSC - 95000 rub

Period of execution - from 4 months

Accountant's advice — is free

First of all, you must know and understand that liquidating your company through takeover is the most profitable option For you. Your company will be reorganized and merged with another company. When the reorganization is complete, all rights and obligations of your company will be transferred to the affiliated company.

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

We will consider one of the main features of affiliation, namely, that affiliation can allow one organization to take full control of another, with the possibility of its further liquidation, albeit with certain nuances. What exactly are the nuances when joining, and what are the main advantages of liquidating by this method, we will consider later. For now, consider the sequence of the joining procedure.

Stage number 1. Document preparation process

At this stage, it is planned to hold general meetings on accession 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 process of accession and the conclusion of an agreement on accession. The agreement must define the main stages of the reorganization, the charter of the emerging company as a result of the reorganization, the party that manages this process, approve the deed of transfer, and others.

In the decisions taken at the general meetings on accession, a decision should be made to give the emerging society all the rights to notify the state authorities about the start of the reorganization process.

An application-notification (which is notarized) about the commencement of the process of accession must also be drawn up. It is obligatory to fill in the form С-09-4.

Stage number 2. Providing documentation to government agencies

Organizations participating in the reorganization must, within three days, starting from the date of signing the agreement on reorganization through merger, notify the IFTS authorities about this process (by entering into the Unified State Register of Legal Entities).

The following list of documents must be submitted to the State Tax Service:

completed Form C-09-4;

a document confirming the intention to reorganize;

payment of state duty, etc.

Stage number 3. Notice to credit institutions

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

After the official registration of the record of the Unified State Register of Legal Entities about the reorganization process that has begun, it is necessary to publish this information in the Bulletin 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, with a period of once a month.

Stage number 5. Coordination with the Antimonopoly Committee

The Law "On Protection of Competition" states that it is necessary to obtain consent to the merger procedure from the Antimonopoly Committee if the amount of the company's assets 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 after the submission of documents. In certain cases, the Antimonopoly Committee may extend the period for consideration of documents.

Stage number 6. Drawing up a transfer act based on the results of the inventory

By conducting an inventory of the assets and liabilities of the enterprise, it is possible to confirm the real data on the property, verify and certify the completeness of the reflection on the accounts of accounting and tax accounting of obligations and determine their validity. In the course of the reorganization process, an inventory is mandatory. And in the end, a transfer act is formed.

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

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

Stage number 7. List of main final documentation

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

statement on the termination of the existence of the organization (form 16003);

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

application form 14001;

a copy of articles from the journal "Bulletin";

a copy of the notification of creditors, and more.

Stage number 8. Completion of the reorganization

An application for the liquidation of a company that will join in the future, and the introduction of appropriate changes in the charters of the successor organization, is submitted to the necessary organization that is engaged in registration, only after the secondary publication of the article in the Vestnik. This process will use the list of those documents prepared for the previous stage. Along with these, forms of documents of forms: No. 14001, No. 13001, and No. 16003 must be certified and notarized.

Information on the suspension of the activities of an LLC is entered into the state register of organizations. This happens after a five day period. Then after that, the body that conducts registration issues all the necessary documentation to this organization. And only from this moment can the reorganization be considered completed.

Above, we have identified a specific procedure, it can be seen from it that by joining, liquidation is a rather complicated procedure. I propose to consider how it actually justifies itself in the context of liquidation.

In what cases will it be necessary to take advantage of the liquidation of the organization by joining?

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

In the case that 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 endure a long time to get one of these documents. The second advantage is that the size of the state fee has been somewhat reduced: during the merger procedure, it is necessary to pay about 1.5 thousand rubles, and during the merger procedure - 4 thousand rubles.

Do not forget that any reformation operation, including accession, replacement CEO 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 event that a company has discovered that it has a certain amount of debt due to the management of the previous founders, then, most likely, it is the current managers who will need to pay them back. Even despite the fact that the successor company will be held liable from the very beginning.

Therefore, only companies without debts can be advised to consider reorganization by takeover as an option for formal 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 this makes no sense. The tax service will immediately begin an audit and can find out what the company owes to creditors or business partners. If this is discovered, then it will be almost impossible to change the legal address of your company. Therefore, reorganization of the company is the right decision for you. But, unfortunately, not the most reliable way. Creditors or other authorities can sue the company's leaders who were before the reorganization.

As practice shows, the voluntary liquidation of the company is the most correct decision. After the company is declared bankrupt, it will completely stop its work, and all obligations and rights are removed from it. And the leaders of the company, no one will be able to bring to any responsibility.

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

Package required documents v government bodies submitted by the new owner of the company. You will only have to sign an application for the official closing of the company. And in a few months, you will sign the rest of the documents. After all the nuances are resolved, the rights and obligations of your company will be transferred to the new owner. It is possible to liquidate a company by merger 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 go into liquidation by declaring the enterprise bankrupt.

The liquidation of a company by merger may take up to four months.

Affiliation is one of the ways to eliminate legal ownership structures, this also applies to LLCs. In fact, this is a certain scheme of actions, involving the transfer of rights from one company to another. The first receives the status of liquidated and ceases to operate, while the second operates, assuming additional obligations. Often, such a procedure contributes to the expansion of business, the merger of a number of subsidiaries.

Features of the procedure

Joining an LLC is like legal organizations, however, it does not provide for the formation of a company on the basis of legal entities that have ceased operations. In this case, there is no significant impact on the results of the liquidation, but it is necessary to carefully choose the company to which the merger will take place. Such an organization will become a legal successor and will continue to operate for a certain time after the end of the affiliation process.

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

Having no debts or having settled the arisen debt obligations through reorganization. At the same time, the opinion of creditors should not become an obstacle to the completion of the liquidation and registration of the fact of accession in the tax authorities.
Those who set the task of a relatively quick (up to four months) termination of the company's activities with less financial losses than with a merger.
Unable to take the risk associated with the introduction of quick methods of alternative liquidation (sale of the enterprise, replacement of founders, etc.).

The liquidation of an LLC by merger often becomes the best option termination of operations for a company that has financial difficulties. At the same time, management responsibilities are officially transferred to another legal entity, and in order to reduce risks, it is necessary to take big losses. A competent approach to solving the problem helps to achieve the task.

Before liquidating a business by joining another company, consider all the pros and cons of such a move.

Stages of liquidation of an LLC by merger

The considered procedure 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 the merger agreement is approved. This document defines the main stages of the entire process, the value statutory fund new company, the amount of expenses of the participants during the procedure, as well as the party managing the process itself.

The company can be liquidated only by decision general meeting owners

Each of the communities participating in the procedure makes a decision reflecting the fact of the transfer of authority to the governing community. They relate to the notification of tax authorities about accession and the 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 the 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 merge? 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. During this period, you must 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 IFTS is obliged to issue an official document on the beginning of the accession process. At the same time, the established entry is made in the Unified State Register of Legal Entities.

Make sure the tax office is properly notified of upcoming joining procedures

Notification of creditors

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

Notify creditors of the liquidation of the company by joining - 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 State Registration Bulletin. As a rule, such a publication is made by the parent company, the one to which the accession takes place. The submission must be made twice. The second is done 30 days after the release of the first.

Publication of an announcement in the Bulletin of State Registration will help to 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 to be liquidated exceed 3 billion rubles. Permission must be obtained no later than one month from the date of submission of documents, the time frame may vary by agreement of the parties.

Learn how to quickly and correctly reorganize a legal entity through joining from our publication "".

Drawing up an act of transfer and inventory of property

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

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

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 are held for the leadership of the parent organization.

The results of the meeting are recorded in the minutes drawn up.

Inventory of property will help to save 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 about changes in the statutory documents of the parent organization is submitted to the state registration authorities. After 5 days, information on the liquidation of the affiliated LLC is entered into the Unified State Register of Legal Entities, after which the registration authority issues mandatory documents. This completes the liquidation process of an LLC by merger.

Documents required for liquidation in the form of accession

For the legal conduct of the procedure for the liquidation of an LLC by merger, the following documents are required:

The decision of the meeting of the founders of the LLC to initiate the merger process.
Accession agreement with the parent organization.
Application for the initiation of liquidation by affiliation.
Notice of liquidation of an LLC (form С-09–4).
Written notice to creditors about the forthcoming procedure for the liquidation of the enterprise.
The act of transferring the property of LLC.

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

The cost of liquidating an LLC

The cost of liquidating an LLC forms the amount of the duty established by the state - 1.5 thousand rubles. Services of organizations performing such a turnkey procedure are subject to additional payment. The assessment of the 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 by merger is carried out in compliance with all requirements of the law. And it is also important to have a pre-planned operation.

The main risk lies in the presentation by creditors of claims for the return of debts to the management of the merged LLC. Moreover, this can happen after the end of the connection.

Documentation must be carried out strictly in certain deadlines

Before carrying out the procedure in question, it is recommended to make sure of the following:

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

If a company has large debts, it makes no sense to liquidate it. This will immediately attract the attention of regulatory authorities and will only aggravate the situation.

Liquidating an LLC by merging it has many advantages. It is not required to take a large number of certificates of debts, the amount of the fee is lower than with a merger, the corresponding entries on liquidation are made in the Unified State Register of Legal Entities. There are much fewer disadvantages: they are all associated with the risk of taking on the organization's debts. After weighing the available pros and cons, management has the right to decide whether this option suits it or not.

When choosing a way to close a company, many questions arise that are not always easy to find answers. 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 firms through reorganization deserves special attention - the pros and cons of this method.

When choosing a suitable scheme for completing the activities of an organization, first of all, one 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 in choosing a method of liquidation. Reorganization has become quite widespread due to the possibility of closing the company even with a small debt. But its main drawback is the transfer of rights and obligations to the so-called successors, other companies. In this regard, the process should take place under the supervision of experienced professionals who will take into account all the nuances of such a procedure.

What are the forms of reorganization?

In a situation where there is a need to close a company, it is necessary to choose the most appropriate method. can be conditionally divided into two types - compulsory (by a court decision) and voluntary (by a decision of the founders). They are applied depending on the circumstances of the company. The reorganization of the company is an additional (or alternative) way to liquidate the organization. It may take one of the five forms listed in Article 57 Civil Code(hereinafter referred to as the Code). These include:

merge,
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, the liquidation and, accordingly, the termination of the economic activity of all firms that take part in the merger take place. The established organization becomes the legal successor.

The reorganization of a company by merger is the merger of one company with another. As a result, the latter becomes the assignee. The first is being liquidated and ceases to operate. These methods allow you to carry out the closing procedure in the maximum short time and in a simplified way.

Pros and cons of reorganization

The liquidation and reorganization of a company are one and the same process - the closure of a legal entity. However, there is a certain difference between them. Liquidation involves the full repayment of outstanding obligations. When reorganized, they pass to the 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 firm, has its strengths and weaknesses. Compared to ordinary liquidation:

takes much less time - an average of three or four months,
its process is less laborious,
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 the established requirements, it is recognized as absolutely legal and excludes any claims from state bodies.

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

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

Features of the reorganization

To solve the problem with existing debts to creditors and the budget, as well as existing obligations, the choice of reorganization, the preferred form of which will be a merger or acquisition, will be the most optimal. It will allow for a short time to achieve the termination of the company. Of course, the debts will not disappear, they will simply pass to the successor, who, in turn, will have to pay them off, as well as fulfill the obligations assumed. In the process of reorganization, it becomes necessary to notify the tax (IFTS), insurance (FSS) and pension fund(FIU). The deadline is three days from the date of the decision to merge or join.

Be sure to inform creditors about the upcoming event. If these requirements are violated, the procedure may be invalidated. To complete the process, a package of documents is submitted to the tax office, which inform 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 by 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 as 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 making commitments. The successor is obliged to pay the debt, regardless of whether he knew about it or not before the reorganization. This fact is recorded in the second paragraph of this article.

Subsidiary liability - what threatens 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. There are changes and improvements that do not always have a positive effect on taxpayers. The idea is firmly rooted in the mass consciousness that the owners of societies with limited liability risk only their share in the authorized capital. In reality, things are not quite like that.

Many businessmen consciously or unconsciously ignore such a thing as "subsidiary liability". Some do not know anything about him, others - once heard, but were not interested in the details. So what is its essence? Responsibility of the founder or CEO, as well as influencing decision-making individual, which involves the reimbursement of 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 funds of the enterprise, but also his own savings.

The activity of the company is a complex process, the longevity and efficiency of the business depends on its proper organization. No matter how well the work is done, under certain circumstances, a situation arises in which it is necessary to close the company. The liquidation process is not much simpler than registration. To complete the activity, it is highly advisable to contact professionals, in law firms. They will help to go through the process of closing the organization with the least losses. At the same time, it will not be superfluous to understand all the pros and cons in the liquidation of firms 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 consolidating the business and obtaining competitive and other advantages as a result. At the same time, taking into account the features and results of the merger, this procedure can also be used as a way to liquidate the participants in the reorganization - in the event of a merger, they in any case terminate their activities with exclusion from the Unified State Register of Legal Entities. In practice, this approach is seen as a kind of alternative liquidation of companies, while not the worst and riskiest in comparison with other alternative schemes. Next, we will analyze in detail how the liquidation of an LLC through a merger takes place.

Merger of an LLC: 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 - the liquidation or consolidation of the business. This is what special advantage of the liquidation of companies through a merger- formally, there are no violations of the requirements of the law and established procedures. The difference is observed only in possible risks and consequences.

Step 1. Selection of the second merge participant

For the purpose of liquidation, it is critically important to choose a company, firstly, preferably in the form of an LLC, and secondly, a company that actually operates, is not a one-day business and does not arouse suspicion of the fictitiousness of the reorganization process. 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 satisfies all the conditions for the merger, but also accompany the entire process. At the same time, the business with which the merger is to take place is often located in a different region, which makes it possible to somewhat reduce the risk of drawing close attention from the tax authority, especially if the reorganization is planned for an LLC with debts.

Step 2. Preparation, approval and submission of documents

At the first stage of the beginning of the merger, it is necessary to prepare at the level of all participants for the launch of the procedure:

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

When using merge for the purpose of liquidation, usually all documents are prepared in a single package. But in order to avoid possible suspicions of the fictitiousness of the merger, it is advisable to approach their preparation in more detail, in particular, in the merger decisions indicate a weighty 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 issues of a property nature and the preparation of the deed of transfer are postponed in time to a later date than the adoption of decisions on the merger. It is advisable to do this in order to preliminarily 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, at the end, draw up a detailed transfer act.

Based on the results of the decision to merge, an application is prepared and notarized R12003, 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 IFTS enters into the Unified State Register of Legal Entities information about the start of the merger procedure, it is imperative to prepare and send to all known creditors a written notice of 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 a notice to creditors and a month later.

Step 4. Settlements with creditors, solution of internal organizational, property and management tasks

Since the liquidation of companies through a merger is often initiated to get rid of a troubled business - with debts unfulfilled court decisions etc., then settlements with creditors and the solution of other property and organizational issues can turn out to be a difficult stage. If creditors are not informed, there is a serious risk of contesting the reorganization, and if notifications are sent to them, they will have to somehow resolve issues with debts. If there are a lot of debts and it is impossible to repay them, 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 implementation. If there are debts for taxes and other obligatory payments, most likely, it will not be possible 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, formalizing the dismissal according to own will(by agreement of the parties).

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

At this stage, the tasks are:

Register the merger and termination of the activities of the participants in the reorganization with their exclusion from the Unified State Register of Legal Entities.
Register the creation of a new company - the successor of the firms that terminate their activities.

Usually documents are prepared and submitted all at once:

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

For notarization of the application, the notary may request an extended package of documents - the issue is specified in advance at the place of the planned certification of documents.

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

A common option for the liquidation of a company can be called reorganization by merger. This event often serves as the basis for business consolidation, bringing together several small subsidiaries.

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Event Features

Along with the change of management or address of an enterprise through the sale of a business, merger is a type of alternative liquidation. This method is considered more credible in connection with the exclusion of former firms from the state register, losing sight of the existence of a legal successor with the transfer of all obligations of the merging firms. That is, the risk of responsibility of the new organization increases in proportion to the presence of risks in other enterprises.

What's this?

The essence of the procedure is a set of actions to terminate the activities of the affiliated enterprise (one or more) with the transfer of succession to the main company - successor, which continues to operate. At the same time, the companies that join completely complete their independent work, undergoing 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 stop working and a completely new successor enterprise is registered.

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

If it turns out that the IFTS employees do not have the necessary information about the termination of the existence of the organization as a result of the reorganization, all that is required from the company is to submit a copy of the certificate of the completed procedure with the attachment cover letter from the former head of the company that he is no longer 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.

Appropriateness of the procedure

Which firms should use the affiliation method? First of all, these are companies that are thinking about liquidation due to the presence of large amounts of debts for various obligations, including tax ones. In addition, these are firms in which there are significant gaps in accounting 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 company's management decided to terminate the financial and economic activities of the enterprise, it is worth considering all possible methods of liquidation before the start of events: official, alternative, voluntary, through bankruptcy.

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

The main disadvantage of any “gray” scheme is that the liquidated company continues to be the object of an offense and accumulate penalties even in the event of liquidation. Consequently, all former 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 fee is not four thousand rubles, but one and a half);
secondly, there is no need to obtain certificates of the presence / absence of debts to social funds - PFR and FSS, which significantly saves time in the harsh conditions of modern business;
thirdly, the legal subtleties of the procedure are such that the affiliated organizations cease their activities with 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 shortfalls. After accession, all responsibilities for the accrual / payment of budgetary and extra-budgetary payments are transferred to the successor without any difficulty.

Liquidation by accession in stages

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

preparation of initial documentation;
providing documentation to registration structures;
notices to creditors and interested parties;
publication of information in a printed publication;
obtaining permission from the antimonopoly authorities;
conducting inventory activities;
drawing up an act of transfer;
preparation of final documentation;
registration of changed data in government agencies.

Package of documents

Before proceeding with the preparation of the initial forms of documents, each of the merging companies should organize the holding of general meetings of founders / participants for the purpose of reviewing and approving decisions on reorganization and signing the relevant agreement.

This agreement should regulate the main stages of the process:

terms;
the value of the authorized capital of the successor company;
distribution of financial costs among the companies participating in the accession;
appointment of the main enterprise as a process manager, etc.

All decisions of the merger participants must contain a provision on the transfer of authority to the selected main company to inform the IFTS and publicly place notes in the media.

In addition to the above documents, this stage fill in the forms:

statement notifying the state. authorities on the forthcoming accession (subject to notarization);
messages in the form C-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 the decision is approved, all participants in the reorganization should notify their IFTS about the upcoming event within 3 days, providing: decisions, a message in the form C-09-4, and other documentation.

The main participant should also notify its IFTS with the provision of: decisions and statements. Three days later, employees tax inspections make entries in the register about the fact of the beginning of the procedure and issue certificates.

Notice, publication

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

The register of creditors must include the following:

list of identified creditors;
the amount of designated debts;
grounds for issuing requirements;
specified order of repayment.

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

What requirements can be included in the register:

unliquidated obligations for settlements for goods (works/services);
borrowed funds received, including accrued interest;
compensation amounts;
amounts resulting from illicit enrichment.

To be included in the list, creditors must submit their claims in the prescribed manner. If, despite the presentation of claims, 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, acts of work performed, waybills and invoices, and other business correspondence.

Only after the repayment of claims declared in a timely manner, the repayment of undeclared amounts is made.

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

Watch the video about the responsibility of business owners in case of liquidation of the enterprise

Permission from the antimonopoly authority

According to the current competition law, for a number of especially 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 terms for making a decision are set individually, usually thirty days from the moment the information is provided.

Inventory and transfer deed

Each of the reorganized enterprises is obliged to conduct an inventory of property and monetary assets and liabilities. The data obtained during the inventory activities are the basis for compiling such an important form as the act of transfer.

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 the balance sheet and will be able to draw up.

Registration of changes

At the last stage, in order to successfully register the fact of accession, 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).
Application form (submitted by the main enterprise).
Minutes of the general meeting of all members of the reorganization.
reorganization agreements.
Transfer deed.
Copies of the note-publication.
Copies of the notice to all interested parties.

After the re-publication in the Vestnik took place, it is necessary to fill in the application forms for the liquidation of the affiliated firms and for making changes to the constituent documentation of the main firm.

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 considered method, the coin always has two sides. Similarly, accession, being a kind of alternative liquidation, has negative Negative consequences primarily in the form of huge risks of subsidiary liability.

If the reorganized enterprise at the time of liquidation actions has debts, including those not identified or not 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 joining.

Other affiliation risks include:

an almost 100% probability that an audit will be ordered by the tax authorities immediately after the start of the reorganization, especially if there are large amounts of tax debts;
administrative and tax liability in case of joining companies with obligations;
refusal to recognize the reorganization as legal if no notification of creditors was made or it was revealed that the procedure was not carried out at all for the purpose of carrying out activities.