The Civil Code provides for several forms of reorganization of legal entities (Article 57). In practice, two methods are widely used:

• liquidation of a firm by merging two or more firms;
• liquidation of the company by joining another organization.

These forms are considered the least costly in terms of time and financial costs.

General requirements for the reorganization of companies

Since 2014, it has become possible to simultaneously apply several forms of reorganization. It is also allowed to conduct it in relation to companies of different organizational and legal forms, with the exception of non-profit organizations. The reorganization includes several interrelated stages.

1. Legal registration, registration.
2. Transfer of property, rights and obligations.
3. Transfer of employees to another organization.

Since the last two do not differ in specific features, when considering each method, only the first stage is described separately.

Important! In June 2015, by the Decree of the Supreme Court. RF (p. 26) clarified that accession and liquidation provide for succession. Therefore, the act of transfer in this case is recognized as a non-binding document.

Liquidation of an LLC by merger: step by step instructions

As a result of this procedure, the activity of the merging company is terminated. The operating organization inherits its rights, obligations, assets. The following order applies.

Stage 1

1. Conclusion of an agreement between companies.

The agreement specifies the conditions for the merger, the procedure for creating future management bodies, changes in the Charter of the existing company. It is advisable to appoint a person responsible for the publication of information, and legal registration.

1. Inventory, preparation of a draft transfer act.

The act reflects the procedure for repaying the debts of the liquidated company, the provisions on succession in relation to its creditors.

1. Holding separate meetings of the founders of each company.

They make decisions on several points: on the reorganization, on the approval of the contract, the deed of transfer (if any). It is more convenient to assign the responsibility for carrying out subsequent registration actions, notifications to the operating company. Important: if an LLC is being liquidated by merger, the protocol of the company terminating activities must be signed by an earlier date.

1. Notification of the tax inspectorate about the reorganization.

Within 3 days after the meeting, the accommodating organization submits to the Federal Tax Service at the place of its registration a notification in the form "P12003". The minutes of the meetings, the contract, the act of transfer, the receipt of payment of the fee are attached to it. Each of the two companies sends an application (“C-09-4”) to the Federal Tax Service, attaching a protocol on its decision to it. The Federal Tax Service at the location within 3 days enters information into the Unified State Register of Legal Entities, and each company receives a notification about the start of the reorganization procedure.

1. Sending letters to creditors.

This is done by each company separately, within 5 days after filing an application for reorganization. The letter contains full information about the companies, the form and procedure for satisfying creditors' claims. Each document must be signed on receipt, or they are sent by mail with acknowledgment of receipt.

1. Information is posted in the Bulletin state registration».

The specific date is not regulated by law, but this is usually done with the filing of an application with the Federal Tax Service. A month later (not earlier!) The publication is repeated. Within 30 days after the second posting of information, creditors have the right to raise their objections, but this does not prevent the continuation of the procedure.

1. Completion of the liquidation of the LLC by merger.

After the end of the waiting period, the affiliated organization sends the tax authority at the location of the application "P16003". An agreement, an act of transfer, supporting documents on the informing carried out are attached to it. At the same time, the operating company sends an application "P13001". After 3 days, the Federal Tax Service issues a notification to the company remaining to work on the completion of the reorganization, and another one on the termination of activities.

1. Sending information to counterparties about changes.

This is not required by law, but is in accordance with etiquette and business practice. Companies bound by contractual obligations must make changes to contracts, payments.

Liquidation of an LLC by merger: step by step instructions

When organizations merge, all rights and obligations of each of them are inherited by the newly formed legal entity in the order of succession. As a result, the activities of the merged firms cease. The transformation is carried out in the following order.

Stage 1

1. Development of a draft agreement and conditions for a future association.

The agreement includes provisions for the transfer to the new company:

• documents on property on the balance sheet, certificates of ownership;
• minutes of meetings, orders, decisions, lists of participants;
• audit and revision reports on control checks.

1. Convening an extraordinary meeting of participants in companies, making a decision on reorganization.

The meeting may be held at the initiative of the executive body of the LLC, the Board of Directors. It is allowed to liquidate an LLC by merging by a decision made by absentee voting (if it is provided founding documents). The minutes reflect the approval of the agreement, the Charter of the newly formed company, the act of transfer of assets (if it is drawn up). The decision on the very fact of the reorganization is taken by 100% of the votes, the agreement is approved by the majority, stipulated by the statutory documents of the participants.

1. Conducting an inventory in each company by a specially created commission.

As a result, the value of assets and existing liabilities is determined. If the contract between the connecting companies provides for the drawing up of a transfer act, then an appropriate document is developed.

1. Sending a notice of the beginning of the liquidation of an LLC through a merger to territorial body Federal Tax Service at the place of creation of a new company.

The deadline for its submission should not exceed 3 days from the date of acceptance by the merging companies last decision. At the same time, the application form “P12003” is filled in, the decisions of each of the societies (minutes of meetings), an act are attached. The person authorized by the companies by proxy is entitled to submit the documents. The applicant is issued a receipt confirming the acceptance of the documents, information about the beginning of the procedure is entered into the YuGRUL.

1. Informing contractors, a wide range of stakeholders.

It is carried out by posting relevant information in the State Registration Bulletin and other media. In addition, the Federal Tax Service publishes information about the upcoming transformation on its official website.

1. Registration of a new legal entity.

The liquidation of an LLC, the merger and the formation of a new organization are completed after 3 months from the beginning of the application for the beginning of the reorganization. This is determined by the time period given to interested parties to file objections to the procedure. An application is submitted to the Federal Tax Service for registration of a creating legal entity (“R12001”). It must contain information about publications. If a positive decision is made and there is no application for cancellation (only participants are eligible to apply), the new company is registered in the Unified State Register of Legal Entities and receives a certificate. From this moment, the predecessor organizations are considered to have terminated their activities, about which an appropriate entry is made in the register.

Post-legal actions

Depending on the specifics of the activity, the form of taxation, and other features, the reorganization procedure may differ in details. In most cases, it is required to extra work shown below.

Stage 2

1. Re-issuance of contracts, current accounts, passports for foreign economic transactions.

It is better to close the accounts of the merging company immediately after the decision is made by the meeting of participants. If they are needed, then after completing the procedure, you need to re-register bank agreements. The numbers of export-import transactions remain the same, but are transferred to the operating company (Instruction of the Central Bank No. 138-I, 06/04/2012).

1. Transfer of ownership of real estate, licenses and intellectual property.

The successor company applies to the Rosreestr authorities for registration of the transfer of ownership and obtaining new certificates. In this case, you will need to attach old documents, a deed of transfer with a description of the objects, and a confirmation of the reorganization. If the operating company does not have permits (licensing) documentation for the types of activities of the liquidating company, it must be re-registered. An application is submitted to Rospatent to amend the register of intellectual property objects.

Stage 3

After the decision on the reorganization is made, but before its completion, the employees of the organizations must be informed about the upcoming changes against signature. If one of them does not want to work in a new firm, he writes a written refusal, and employment contract is terminated (Article 77 of the Labor Code, clause 6). The remaining employees in work book an appropriate record of the changes is made.

If an LLC is being liquidated by merger, then the second method is applied. It consists in the fact that employees leave before receiving notification of the completion of the reorganization, and the next day they are registered for work in a new company.

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.

Dear readers! The article talks about typical ways to solve legal issues, but each case is individual. If you want to know how solve exactly your problem- contact a consultant:

APPLICATIONS AND CALLS ARE ACCEPTED 24/7 and 7 days a week.

It's fast and FOR FREE!

Event Features

Along with changing the management or address of an enterprise by selling a business, merger is a type of alternative liquidation. This method is considered more trustworthy due to the exception former firms from state register, losing sight of the existence of a legal successor with the transfer of all obligations of the affiliated firms. That is, the risk of responsibility 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 affiliated enterprise (one or more) with the transfer of succession to the main company - successor, which continues to operate. At the same time, the firms that join completely complete their independent work undergoing liquidation and removal 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 necessary information on 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 former leader firm 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.

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 complete the financial and economic activities of the enterprise, it is worth considering all possible ways liquidation: official, alternative, voluntary, by 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.

The undoubted advantages of 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, at this stage, you must fill out 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 of the tax inspectorates make entries in the register about the fact that the procedure has begun 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);
• received borrowed funds, including accrued interest;
• compensation amounts;
• amounts resulting from illicit enrichment.

To be included in the list, lenders must in due course submit your requirements. 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 current law on competition 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 cannot be reorganized.

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:

1. Decisions (for each enterprise and general).
2. Applications in the form (submitted by all affiliated organizations).
3. Application form (submitted by the main enterprise).
4. Minutes of the general meeting of all members of the reorganization.
5. reorganization agreements.
6. Transfer deed.
7. Copies of the note-publication.
8. 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, affiliation, being a kind of alternative liquidation, has negative negative consequences in the form of, first of all, 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.

One way to liquidate a company is to merge. The decision to close a company through a merger can be made for various reasons: the need to increase business resources, the desire to get away from liability before creditors, etc. Most legal entities carry out reorganization in order to avoid voluntary bankruptcy, since this procedure requires significant costs, both material and time. How is the liquidation of an LLC through a merger? What are the nuances of the procedure and are there any risks?

From this article you will learn:

Features of the procedure

First you need to understand the terminology. There are two alternative ways to liquidate a company: merger and takeover.

• The liquidation of an LLC by merger is the process by which two or more companies go out of business and form a new legal entity. The resulting enterprise takes responsibility for the obligations of the firms included in it, and also receives their property and assets. Officially, the enterprises cease to exist, but in fact they simply unite under a new name.
• The liquidation of an LLC by merger means that the closing company is part of another company already operating. This firm becomes the owner of all assets and liabilities of the reorganized LLC. The affiliated enterprise ceases to operate as an independent legal entity. In this case, a new legal entity is not registered.

The merge procedure has several features:

• after the formation of a new legal entity, the firms cease to function as independent LLCs;
• the merger makes it possible to close the firm at minimal cost, especially if financial condition currently requires voluntary bankruptcy;
• the accession of firms to each other makes it possible to pool resources for more fruitful activities.

Let us consider in detail the advantages and disadvantages of liquidation through a merger, as well as the stages of this procedure.

Advantages and disadvantages

Advantages:

• The company actually continues to function, but under a different name and other details.
• Unlike standard procedure Closing a company liquidation by joining or merging an LLC does not require large expenses. The price of the state duty is from 1.5 to 4 thousand rubles.
• To start joining companies, you do not need to coordinate the procedure with the tax authorities and obtain permission. You only need to notify the decision.

• LLC participants may be held liable for subsidiary liability if their firms did not pay their creditors before the merger. Closing the enterprise in this way does not relieve the manager from the fulfillment of financial obligations.
• If the liquidation of the company through reorganization began after a tax audit, then the inspectorate may suspect in this action an attempt to evade taxes.
• The procedure can take a long time if the joining companies are located in different regions.
• During the process, the tax office may pay a visit to verify the financial statements. Before starting the procedure, it is advisable to put all the accounting papers in order.

Thus, joining firms to each other with the subsequent creation of a new LLC is not safe if the companies do not have debts and keep transparent accounting. In other cases, the procedure may entail long tax audits, bringing the founders to administrative responsibility and additional costs.

Action algorithm

The step-by-step instruction consists of several steps. For the liquidation of an LLC through a merger to be successful and not cause negative consequences, it is necessary to follow certain rules of action.

Making a decision and preparing papers

The decision to close and merge is made at the meeting of the founders of all LLCs involved in the process. Upon completion of the council, the following documents are approved:

• reorganization agreement;
• deed of transfer;
• charter of the new LLC.

The results of the meeting are recorded in the minutes. After the meeting, the preparation of papers for the Federal Tax Service begins: an application for a merger and form C-09-4.

Within 3 days after the decision to join, the participants must submit paperwork (application and decision) to the tax authority. On the basis of these documents, the employees of the authorities make an entry in the Unified State Register of Legal Entities about the beginning of the procedure. Each LLC participating in the reorganization applies to the tax office with documents.

Settlement with creditors

Further, each enterprise is required to notify its creditors of the commencement of the process in writing. At the same time, it is necessary to submit a message about the liquidation in the media, or rather, in the State Registration Bulletin. The publication indicates the period (usually no more than 2 months) in which creditors can present financial claims to the company.

Consent of the antimonopoly authority

If the size of the assets of organizations is more than 3 billion rubles, and the revenue for the last 12 months amounted to more than 6 billion rubles, then the consent of the Federal Antimonopoly Service is required for the merger. Also, an appeal to this body will be required if one of the enterprises violated the antimonopoly law.

Inventory and dismissal of employees

The persons responsible for the procedure of the company keep records of the assets of the LLC and draw up a deed of transfer. The document is approved at the meeting of founders. Also, in the process of liquidation, employees are laid off. Before dismissal, companies are obliged to fulfill all obligations to them for the payment of salaries and other payments indicated in the Labor Code of the Russian Federation and the employment contract.

Registration of changes

The final stage is the collection of all papers and contacting the registration authority. What documents will need to be issued:

• notarized application (form 12001);
• minutes of the meeting;
• merger document;
• act of acceptance and transfer;
• the charter of the new LLC;
• copies of messages published in the Bulletin;
• copies of papers proving that the companies' creditors were informed of the reorganization;
• written consent of the FAS;
• fee payment check.

A week after applying to the tax authority, the founders are issued documents.

In the process of doing business, entrepreneurs have to make decisions that can fundamentally change the nature of the company's activities and entail favorable and not only consequences for the business itself. One such solution may be the liquidation of the company through a merger. This choice can give new life weakened firms or a new round of development for growing entrepreneurs. Let's consider this process in more detail.

Liquidation or reorganization?

The Civil Code, giving the definition of liquidation, indicates that under this procedure, the rights and obligations of the organization are not transferred to other persons in the order of succession.

The process in which, after the termination of the firm's activities, its rights and obligations are taken over by another company, is called reorganization, but the very fact of the closing of the firm allows non-specialists to call it liquidation.

The Civil Code of the Russian Federation (Article 57) fixes five options (types, ways, forms) of reorganization:

• merger - several firms merge into one and cease to exist;
• accession - one company joins another, after which the first is excluded from the Unified State Register of Legal Entities;
• division - one firm is divided into two or more firms and ceases to exist;
• spin-off - a new firm is spun off from the firm, while the original organization continues to function;
• transformation - the company changes its organizational and legal form and no longer exists in its previous form.

In this article, we will consider in detail the reorganization in the form of a merger.

Legal entity reorganization: merger

Let us examine the issue on the example of the liquidation of an LLC by merger. Step-by-step instructions in this case will illustrate the process in question.

1. The decision to reorganize must be made general meeting members of the society. As indicated by par. 2 p. 8 Art. 37 of the Law on LLC dated 08.02.1998 N 14-FZ, this decision must be unanimous.

2. The same meeting makes decisions on the approval of:

• merger agreements;
• the charter of the united company;
• transfer deed.

These documents are drawn up at the general meeting of participants of the merging companies.

3. Within three days after the adoption of the decision by the general meeting, it is necessary to notify the tax authority of the upcoming events. To do this, the following are sent to the inspections at the place of registration of both companies:

• notice of reorganization (form C-09-4);
• decisions on reorganization adopted by the management bodies of the merging companies;
• other required documents.

The inspectorate in which the merged company will be registered must also be notified of the merger at the same time. To do this, submit:

• notice of reorganization;
• merger decisions.

4. The creditors of both companies are notified about the reorganization. The authorized company publishes a relevant notice in official source- Bulletin of State Registration.

5. The merger must be agreed with the antimonopoly body if:

• the assets of the companies exceed 3 billion rubles;
• total revenue for the previous year amounted to more than 6 billion rubles;
• one of the companies was recognized as a violator of the antimonopoly law.

6. For state registration of reorganization, the following shall be submitted to the tax authority:

• application for state registration of a legal entity created by reorganization (form Р12001);
• minutes of the meeting of participants in the merging companies;
• merger agreement;
• deed of transfer;
• charter of the united company;
• copies of publications in the Vestnik;
• copies of documents confirming the notification of creditors about the merger;
• consent of the antimonopoly body (if necessary);
• receipt of payment of the state duty (the amount of the state duty is 4000 rubles).

The merged company is considered to be reorganized from the moment of registration in the Unified State Register of Legal Entities of the termination of the activities of the companies that have passed the merger. From this point on, we can talk about the liquidation of the LLC through a merger.

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 role big role when choosing a liquidation method. 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 weak sides. 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. In such a situation, autumn is important for an experienced lawyer to handle the process. If the reorganization is carried out incorrectly, claims may arise against former owners leading to significant fines and penalties.

To visualize the positive and negative aspects of 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.

For the liquidation of a company by reorganization, a notification procedure is typical. 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 limited liability companies risk only their share in 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? The 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.

Activity of the company - difficult process, from proper organization which depends on the longevity and efficiency of the business. 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 desirable to contact professionals, 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"