The merger of companies is one of the possible forms of their reorganization established by the Civil Code of the Russian Federation (Article 57). The combination of commercial firms contributes to the consolidation of business, consolidating the labor and material resources of several organizations. The new company formed during the merger assumes the obligations of the “merged” enterprises, including to their creditors.

Purposes and consequences of the merger

A merger of organizations is always a voluntary transaction for all its participants. As a result of its implementation, several autonomous companies merge into one, economically more powerful company. It becomes the legal successor of all rights and obligations that the merged legal entities had before the merger.

The merger of two or more companies may pursue different goals, for example:

• expansion of the product range (types of services);
• the desire to carry out more active expansion into the market, which requires additional resources;
• the expectation that it will lead to an increase in stock prices;
• increased brand awareness, a legal opportunity to sell high-quality, but not promoted, products under a well-known brand;
• reducing the number of similar competing companies operating in the same economic space (for example, in the same city);
• reduction of financial and labor costs;
• the desire to become a monopolist in the market.

In accordance with the law, a merger of companies leads to the formation of a new legal entity (58th Article of the Civil Code, clause 1). This happens regardless of how it was carried out:

• through the combination of part of the assets of different companies - in the form of an investment contribution to the newly created company (while the organizations participating in the merger continue to work in their usual capacity);
• through the complete liquidation of the merged companies and the transfer of all their assets and liabilities to the new organization formed by them.

A merger of a company is sometimes confused with an incorporation. However, these actions are not identical. “Mathematically” examples of mergers of companies and accession of organizations can be represented as follows:

• company L + company M = company N (merger);
• company L + company M = company L (merger).

The main difference lies in the peculiarities of succession: if during a merger the rights and obligations of each participant are delegated to the created company, then upon merger they pass from the liquidated company to the one that remains on the market.

Mergers and acquisitions of companies: what is the difference

The absorption of commercial companies should also be distinguished from the merger of commercial companies, which does not imply equality of rights for the merging organizations. During a takeover, one company establishes complete control over another company, acquiring at least 30% of either the block of shares (if it is a joint-stock company) or the authorized capital (if it is a limited liability company). Gradually, other shares are “tidyed up”, after which the creators of the acquired organization lose their rights to it.

A takeover usually ends with the smaller, weaker organization ceasing to exist or becoming a unit of the “acquirer.” As a rule, large corporations resort to this method to enlarge their business and eliminate competitors.

Mergers and acquisitions of companies: examples

There are many examples of mergers and acquisitions of companies. Some of them were successful, others subsequently turned out to be ineffective. Takeovers on the Russian market, especially in the 1990s, were often criminal in nature and were rightly called “racketeering.”

One example of the merger of commercial organizations in Russia is the formation of UMMC - the Ural Mining and Metallurgical Company. This holding today has united the assets of more than forty enterprises - processing industries, non-ferrous and ferrous metallurgy enterprises, mechanical engineering, and has become the largest copper producer in the Russian Federation.

A striking example of an organization that actively uses acquisitions of companies is Google Corporation. Experts claim that during its existence it “ate” more than a hundred different companies, including very well-known ones. Among the victims of the corporation are organizations such as Youtube, Android, AOL and many others. Google made its largest acquisition in 2011, acquiring Motorola Mobility in this way.

A business merger is the process of combining all types of assets of two or more businesses. The companies involved in the merger cease to exist, and a new large organization enters the market in their place. It is the legal successor of the merged companies, and therefore is liable for the debts of the enterprises on the basis of which it was created.

Why do companies begin the merger procedure?

The pooling of company resources can be caused by reasons such as:

• tough competition and the presence of large players in the competitive environment;
• an alternative way if it is necessary to liquidate an enterprise due to an increased debt burden, including the option of merging the debtor with the creditor;
• diversification of production by combining companies from different areas of activity;
• low profitability or negative reputation of one of the organizations whose management does not want to liquidate the business project.

When combining the resource base of several large enterprises, the consent of the antimonopoly committee is required - in accordance with Federal Law No. 135-FZ dated July 26, 2006, this norm applies to companies whose asset value, according to recent reports, was above 7 billion rubles. or total revenue for the past year was at the level of 10 billion rubles. and more.

Note! When a bankruptcy procedure has been initiated, it is prohibited to consider options for reorganizing an enterprise through a merger (Article 64 of the Federal Law “On Bankruptcy”).

Purposes of the merger

The purposes of a company merger may include:

• expansion of the sales market;
• strengthening competitive positions;
• improving the quality of products;
• cost reduction due to production diversification;
• expansion of the product range;
• increasing the level of recognition in the target segment;
• formation of a positive reputation and associative brand;
• modernization of production facilities, introduction of innovative developments;
• increased profitability;
• increasing investment potential;
• formation of larger working capital;
• an increase in the price of the company's shares;
• raising the threshold of creditworthiness.

Types of business mergers

Merger and accession are different concepts. In the first case, all enterprises participating in the reorganization are liquidated, and their resource base is transferred to a new legal entity. In the second option, one of the companies continues to exist by absorbing the assets of other parties to the transaction.

Forms of merger according to the criterion of the type of merger:

1. Horizontal merger - competing companies that produce similar products and have a common market merge.
2. Vertical - combining different areas of business to increase control over the production chain from the raw material base to the final consumer (for example, an agricultural company merges with a plant for the production of seeds or fertilizers).
3. Generic – interrelated productions are combined (for example, a manufacturer of mobile phones and a manufacturer of accessories for gadgets).
4. Conglomerate - an association of unrelated companies from different production areas. The goal is to expand the range.
5. Expansion-geographical – association with the aim of increasing sales channels.

Forms of merger based on national and cultural characteristics:

• national - carried out between companies operating within the same state;
• transnational – between enterprises located in different countries.

In relation to the management class of firms, a merger can be friendly or hostile. Depending on the degree of priority of the assets being merged, the reorganization may be aimed at consolidating production capacities or expanding the financial base.

Pros and cons of merging companies

The benefits of a business merger can manifest itself in obtaining a quick positive effect. This method allows you to increase competitiveness and become the owner of a well-functioning organizational structure for doing business with a new market sector. An additional advantage is the likelihood of generating a significant amount of intangible resources, which can play a key role in a number of areas of activity.

The disadvantages of this development path are manifested in the following points:

• the need for significant cash injections at the reorganization stage;
• the risk of overestimating benefits;
• personnel problems caused by possible staff reductions and the merger of several established teams;
• incompatibility of national and cultural characteristics of work when merging organizations in different countries.

Company Merger Algorithm

The step-by-step actions of companies that decide to undergo reorganization through merger are presented in 6 stages. The whole complex of procedures may require from 2 to 6 months.

Stage 1

Preparatory measures are being carried out in each of the merging organizations:

• meetings of owners to approve the decision on reorganization with subsequent execution of minutes or the decision of the founder;
• inventory of all company assets with inclusion of the results in the transfer act;
• maximum debt repayment.

Stage 2

After agreeing on the details of the upcoming merger within the management level of each of the enterprises, a general meeting is held for all participants in the reorganization. At this meeting, the terms of the merger are discussed, a draft version of the charter of the new enterprise is developed, and a consolidated transfer act is formed.

Important! Holding a general meeting is possible only if managers from all companies that are subject to liquidation as a result of reorganization measures are present.

The result of the meeting is the signing of a joint protocol and a merger agreement.

Stage 3

Submitting a written notification to the registration authority of the intention to carry out a set of measures to merge certain companies. 3 days are allotted for this from the moment the merger agreement is signed.

Stage 4

At this stage what happens:

• notification of creditors about the upcoming reorganization;
• repayment of debts to government bodies (IFTS, Pension Fund and extra-budgetary funds) with receipt of certificates of absence of debts.

Nuance! Without confirmation from the tax authority or the Pension Fund that the reorganized companies have no debts, the merger procedure will be terminated.

Required condition! Publications about a merger of companies should include two notifications in the State Registration Bulletin with an interval of a month (Article 60 of the Civil Code of the Russian Federation).

Stage 5

Preparation of a package of documents and its submission to the registration authority after 30 days from the date of the last publication in the media about the start of the merger.

Stage 6

The procedure for entering information about a new enterprise into the Unified State Register of Legal Entities after its registration. Transfer of employees of the merged companies to a new organization without infringing on their rights in accordance with labor legislation.

The day before making an entry on the creation of a new legal entity, all participating companies prepare final financial statements with the closure of profit and loss accounts (Order of the Ministry of Finance dated May 20, 2003 No. 44n).

By the date of registration of a new legal entity, all data in the transfer deed is transferred to financial statements, called introductory statements.

Documentation of the merger

The merger is accompanied by the execution of two lists of documents. The first list is required at the stage of creating a new legal entity, the second - after the state registration procedure. When preparing a set of documentation, you should focus on the requirements of the Federal Law dated 08.08.2001 No. 129-FZ.

Documents submitted to the registration authority:

1. An application drawn up in form P12001 and notarized. It must indicate the form of reorganization with the exact number of participants and enterprises to be merged.
2. Charter of the new legal entity - 2 copies (one of them will be returned upon completion of all procedures).
3. A transfer deed indicating all amounts related to receivables and payables, and fixing the amount of assets transferred to the new legal entity. The act can be a balance sheet.
4. The decision of the antimonopoly authorities in the merger of enterprises with large volumes of income.
5. Documentary confirmation of the fact of notification of interested creditors (receipts for payment for publications in the media, postal marks on the forwarding of relevant letters, copies of pages with notification from the Bulletin).
6. The merger agreement with the minutes of the joint meeting of all owners.
7. A certificate from the Pension Fund confirming the absence of debt for each enterprise subject to liquidation during the merger process.
8. A receipt issued after payment of the state fee.

After 5 days from the date of submission of the package of documents, you can contact the Federal Tax Service to receive a second copy of the charter with a certificate of state registration, an extract from the Unified State Register of Legal Entities, and documents confirming the tax registration of a new business entity. Additionally, documentation will be issued regarding the termination of activities of all companies that have undergone reorganization.

Acquisitions and mergers of companies is a series of economic and legal procedures aimed at uniting several organizations into one economic unit. The merger procedure is based on the principles of voluntary consent of all parties to the transaction.

Mergers and acquisitions of companies: main features of the processes

The economic theory and legal framework of the Russian Federation explains the concept of “merger of companies” differently than analogues of foreign experience.

So, when interpreted abroad as merger companies is understood as the connection of several operating firms, the result of which is the emergence of a single economic unit.

If we are guided by the legislative acts of the Russian Federation, then in the case mergers companies, a new legal entity is created, which becomes the legal successor of all obligations and rights of the reorganized companies in accordance with the transfer act (clause 1 of Article 58 of the Civil Code of the Russian Federation), and the participants themselves, who were considered separate companies before the merger procedure, cease to exist.

Thus, according to Russian law, a mandatory condition for a merger transaction is the registration of a new legal entity. For example, there are three companies A, B and C. Enterprise A enters into a merger with companies B and C, resulting in the formation of a new enterprise D, and the rest are cancelled. In this case, management, assets and liabilities of A, B and C are fully transferred to the management of company D. Foreign practice implies that one of the merging economic entities continues to operate. This process in the legislation of our country is called “annexation” (A = A + B + C).

The legislative framework of the Russian Federation clearly distinguishes the conditions for the implementation of a “merger” and “acquisition”, and also has a third concept - “accession”, which is absent in the laws of other countries.

An acquisition differs from a merger in that as a result of the first, one company buys out another, completely taking control of it into its management. In this case, the “consuming” company acquires at least 30% of the authorized capital or block of shares of the administrative and economic entity that comes under its control.

A merger is the unification of two or more economic entities, resulting in the formation of a new united economic unit.

A merger of companies can occur according to one of the following principles:

1. The restructuring of business entities occurs with their complete further liquidation as legal and tax forms. The newly formed company acquires all the assets and liabilities of the companies included in it.
2. Combination of assets - there is a partial transfer of the rights of the companies participating in the merger as an investment contribution. At the same time, the participants retain their administrative and economic activities.

Any type of merger of companies is accompanied by the mandatory formation of a new legal entity.

How to avoid losing valuable employees during a merger or acquisition of companies?

Your competitors may find out about an upcoming merger or acquisition of the company and begin an aggressive hunt for the best employees. To retain valuable personnel, follow the instructions from the editors of the General Director magazine.

Upon merger, one of the restructured companies is the main one and remains as a legal entity after the conclusion of the transaction, the remaining participants are dissolved. The main company receives all the rights and obligations of the canceled companies.

Practical economics knows the following reasons for the merger of companies:

• the desire of enterprise owners to enlarge their business;
• reducing costs by increasing activity volumes;
• desire to increase revenues through synergy;
• changing the coordination of activities by diversification techniques, with the goal being either a change in the market space or an expansion of the range of manufactured/sold products;
• combining the potential of complementary resources of different companies;
• subjective reasons of top managers of companies;
• improvement of control technologies;
• monopolization and acquisition of competitive advantages;
• protective measures.

Often, a merger measure is resorted to simultaneously for several reasons. The goal of a merger of companies is always to achieve greater financial results through joint management and increase the efficiency of firms participating in this process. Practical experience of merging companies on the Russian market has shown that this event provides an opportunity to join the progressive global economic system and acquire additional priorities in a healthy competitive environment.

Companies participating in the reorganization set themselves basic goals company mergers:

• market expansion;
• improving the quality characteristics of products;
• reducing costs as a competitive advantage;
• increasing the range of manufactured/sold products;
• increasing brand awareness and emotional content;
• product differentiation;
• introduction of innovative technologies,
• acquiring greater competitiveness in foreign economic relations;
• increase in financial results from doing business;
• escalation of passive income;
• increasing investment potential;
• increasing creditworthiness and investment attractiveness;
• increase in working capital;
• increase in the price of own shares;
• improvement of the profit making system.

Merger of companies: pros and cons of the operation

Mergers and acquisitions of companies are attractive because pros:

• high probability of obtaining a quick positive effect;
• this measure is highly competitive;
• the likelihood of quickly gaining control over significant intangible assets;
• geographic expansion of business;
• taking control of an already established organizational system;
• instant acquisition of a market sector;
• It is likely that working capital will be purchased at a previously undervalued value.

These are the ones minuses of these events that are known to businessmen:

• significant cash expenses associated with paying penalties to former shareholders and employees of the canceled companies;
• there is a possibility of a “miss” when assessing the benefits of the transaction;
• When doing business in various industries, the process of merging companies is a complex and costly operation;
• upon completion of the merger or acquisition, difficulties may arise with the employees of the acquired company;
• When restructuring foreign companies, there is a risk of national and cultural incompatibility.

Types of company mergers: grounds for classification

Today, corporate governance distinguishes between various options for mergers and acquisitions.

The classification features of these procedures are:

• type of business combination;
• national and cultural specifics of the organizations being restructured;
• the position of the companies in the terms of the integration transaction;
• methodology for connecting resources;
• type of assets;
• technology for connecting companies.

As far as type of association bears this procedure, differentiates the types of mergers of companies.

1. Horizontal merger - integration of similar companies operating in the same field, or producing/selling a similar product, having the same technological and technical structure of the production process;
2. Vertical merger is a combination of diversified organizations that are part of the same product production system, that is, when the main company takes control of the previous stages of production closer to the source of raw materials, or further stages - to the consumer.
3. Generic association - production units working on an interrelated product merge. An example of such a merger would be when a mobile device manufacturer merges with a software company or cell phone accessory manufacturer.
4. A conglomerate association is a merger of diversified companies that do not have production, technological or competitive similarities. In this type of integration, the concept of primary production disappears. Conglomerate mergers are of the following types:
5. Mergers of companies with an increase in a number of assortments (product line extension mergers), i.e. when the restructured companies produce non-competing products, but have the same sales channels and a similar technological production cycle. An example of this type of event is the purchase by the detergent manufacturer Procter & Gamble of the Clorox company, which specialized in the production of bleaching detergents for laundry.
6. Expansion-geographical mergers of companies (market extension mergers), i.e. when additional territories for selling a product are acquired. An example is the purchase of hypermarkets and supermarkets in previously underserved areas.
7. A true (pure) conglomerate merger of companies where no similarities are observed.

By national and cultural specifics restructuring companies are distinguished by merger:

• national - the merging economic entities operate in the territory of one country;
• transnational – there is a merger of companies from different countries (transnational merger) or the purchase of companies located in another country (cross-border acquisition).

Recently, as part of the trend towards large-scale business, mergers and acquisitions of enterprises not only from different countries, but also multinational corporations have been practiced.

Depending on what companies' position in the conditions integration transactions are divided by:

• friendly merger of companies - occurs when the management of the companies comes to a mutual decision that, in conditions of fierce competition, the merger will help build a more profitable business;
• hostile merger of companies - in which the managers of the target company do not want the deal. The purchase of a target company occurs through a tender offer on the stock market for the acquisition of a controlling stake.

According to various joining technique resources, there are different forms of mergers between companies:

• corporate alliances are a merger of companies, the purpose of which is to obtain a positive synergy effect in a particular business area; in other segments of the company’s activities the companies operate independently. To organize a corporate alliance, separate infrastructures or joint ventures are often created;
• corporations – during this event, the pooling of resources occurs in full, in all areas of the company’s activities.

From what view assets are a priority transaction, mergers are distinguished:

• mergers of production assets - imply combining the production potential of companies with the expectation of expanding the scale of production and reducing costs;
• mergers of financial assets are the pooling of capital of companies to take leading positions in the stock market or obtain additional profit from investment activities.

The process of integration of companies can take place under equal conditions (50/50). But as practice dictates, equal conditions always create additional barriers to achieving the intended heights and benefits. The completion of a merger can always be an acquisition.

What type of merger the restructuring companies will decide for themselves depends not only on mutual benefits, but also on the conditions of the market environment, as well as on the potential that each of their business entities has.

The global practice of mergers and acquisitions also has specifics depending on the country in which the organizations operate. A striking example of this is the trend towards mergers and acquisitions of large corporations in America. Conversely, in the European part of the world, companies that organize small family businesses or small joint-stock companies in one market sector most often become target companies.

• “Omnichannel trade is something that has now become a trend, and in the near future will be a necessity”: Kino Kwok on the merger of e-commerce and retail

Methods of merging companies in European practice and the practice of the Russian Federation

Mergers of companies in Europe are regulated by Directive No. 78/855/EEC of October 9, 1978, which defines two ways to merge:

• annexation or absorption of the assets of small companies by any large company, in which the infrastructure of the merger participants is partially preserved;
• organization of a new company by transferring to it the full package of rights and obligations of the companies that joined it, in which the structure of each participant in the transaction is completely changed.

Merger of companies through acquisition is an association, the result of which is the transfer of all property and obligations of the company/societies to another economic unit without liquidation of the former on the terms of payment of dividends to the shareholders of the acquired company in cash or in the form of shares of the acquired company, but not more than 10%. At the same time, organizations that were absorbed are dissolved.

A merger of companies through the establishment of a new company is an event that takes place according to European standards in such a form when all the property and liabilities of the company/societies are transferred to another economic unit without liquidating the former on the terms of paying dividends to the shareholders of the acquired company in cash or in the form of shares of the new company, but not more than 10%. In this case, similar to the first case, organizations that were absorbed are dissolved.

The concept of “fusion” is sometimes used in the case of a merger of several organizations of the same type in terms of production characteristics.

Restructuring of Russian companies in the form of mergers/acquisitions looks somewhat different.

The legislative framework of the Russian Federation, similar to European practice, methods of “merger of companies through acquisition” and “merger of companies through the establishment of a new company” are considered as procedures for transforming companies in the form of mergers and acquisitions of legal entities.

The regulatory legal acts of the Civil Code of the Russian Federation also regulate the following measures of company integration:

• formation on the basis of an existing legal entity of a subsidiary/dependent company;
• organizing organizations in the form of unions or associations;
• contractual relations between persons - participants in entrepreneurial legal relations (financial and industrial groups, simple partnership agreement);
• purchase of the organization’s assets by another company;
• acquisition of shares (shares) of a company (purchase of securities with payment in cash or purchase of securities with payment in other securities).

Organization of a merger of companies: merger and acquisition agreement

The positive effect of a merger/acquisition transaction depends on the following factors:

• determining the optimal type of organizational form of merger or acquisition;
• carrying out the transaction in strict accordance with the antimonopoly policy of the state;
• sufficient financial resources to complete integration;
• the fastest and mutual decision-making on the choice of the main participant in future relations;
• immediate connection to the operation of combining staff at the highest and middle levels.

During the merger process, it is important to remember from the beginning of the process (idea) to its completion the essence of these measures is to obtain a positive effect through joint activities and, as a result, to obtain greater profits. When planning this type of restructuring, the most important tasks will be establishing the type of transaction, the ultimate goal and developing a strategy.

Throughout the synergy, it is important to see not only the positive impact of the merger, but also the mistakes made during the merger process. The guideline for managing a newly created union should be not only to obtain a synergistic effect, but also to preserve it.

The merger/acquisition process can occur in the following ways:

• organization A acquires the assets of organization B, paying in cash;
• Entity A acquires the assets of Entity B by paying in securities issued by Entity A;
• organization A acts as a holding company, acquiring a controlling stake in organization B, which remains an active economic unit;
• organization A and organization B exchange their shares;
• the result of the merger of organizations A and B is the emergence of company C. Participants A and B proportionally exchange their securities for shares of company C.

Conducting a transaction in strict accordance with the state's antimonopoly policy is one of the conditions for obtaining a successful merger or acquisition.

Any state controls this type of company restructuring at all stages. The government authorities of the country in which the merger or acquisition takes place have the right to suspend the transaction at any time if the actions of its process run counter to antimonopoly policy. Russian entrepreneurs wishing to enlarge their business by merging companies, under certain conditions, are required to obtain the consent of the Federal Antimonopoly Service of Russia to complete this transaction (clause 8, part 1, article 23, part 1, article 27 of the Federal Law of July 26, 2006 No. 135- Federal Law “On Protection of Competition”).

The merger/acquisition transaction is also controlled by the tax authorities. Thus, if the merging companies act as sellers of their securities, then their responsibility is to pay capital increase tax. The transaction is not subject to taxation if old shares are exchanged for new ones.

If the transaction is recognized as taxable, then a mandatory step will be to review the value of the assets of the affiliated company to identify profit or loss and calculate the tax on them.

The tax status of this transaction also affects the amount of taxes that the company pays after the acquisition. When a transaction is recognized as taxable, the assets of the affiliated company are revalued, and the resulting increase or decrease in their value is considered as profit or loss subject to taxation.

The financial resource required to complete a merger or acquisition is calculated based on how the participants of the association assess the synergy effect from the implementation of this event. If future results are overstated, then it is likely that many of the buyer's cash outlays will not be justified.

The decision made on a merger or acquisition should not diverge from the strategic goals of the participating companies.

The process of merging companies poses the solution of such important tasks as:

• increasing volumes (merging single-industry enterprises);
• territorial expansion;
• reducing risks and acquiring additional competitive advantages (vertical merger);
• increasing the range of manufactured/sold products, increasing the technological effectiveness of the processes of the main type of activity, etc.

Registration of contractual relations and their specifics during the merger of limited liability companies.

This measure and its legal registration are regulated by Art. 52 Federal Law “On Limited Liability Companies”.

Lawyers for each party to the transaction develop merger agreements before a general meeting of owners of the merging companies is scheduled. When all positions of the agreement are approved, the latter is signed by persons charged with the functions of the sole executive body of each party (general director, president, etc.).

According to paragraph 3 of Article 53 of the Federal Law “On Limited Liability Companies”, the merger agreement must reflect:

• stages and rules of the merger process:
• date and terms of appointment of the general meeting of participants of the merging companies;
• stages and timing of notification of creditors;
• the date and timing of the appointment of a joint meeting of company participants with a full explanation of the rights and obligations of each party to the agreement;
• stages and timing of publication of the fact of the transaction in the media.
• stages and conditions for the mutual exchange of shares of the integrating companies and the newly created LLC.

Those shares of the transformed company that are part of another LLC - a merger participant - are automatically canceled.

It is important to remember that the authorized capital of an LLC during reorganization is formed exclusively from the liabilities of the predecessor (authorized capital and other own funds). At the same time, when establishing a new LLC, only assets are taken to form a management company.

Any transfer of assets is regulated in accordance with the transfer act (clause 1, article 58 of the Civil Code of the Russian Federation, clause 5, article 52 of the Law “On Limited Liability Companies”).

The authorized capital of the new LLC formed during the merger transaction includes:

• the authorized capital of all LLCs - participants of the association;
• other own funds of the reorganized LLC (additional capital, retained earnings, reserve capital, etc.).

This principle of forming the authorized capital was developed for joint-stock companies, but in practice it is also applicable for LLCs.

The authorized capital of an established LLC cannot be less than 10,000 rubles (paragraph 2, paragraph 1, article 14 of the Law “On Limited Liability Companies”).

The merger agreement comes into force after it is signed by all parties at a joint meeting of participants of the reorganized companies, which is also reflected in this document in order to avoid possible misunderstandings.

When merging limited liability companies, the transfer deed reflects the following provisions.

1. Conditions for the transfer of rights and obligations of the reorganized LLC to the established company, regarding all items of accounts payable and receivable of the former (clause 1 of Article 59 of the Civil Code of the Russian Federation). If this clause is not specified in the transfer deed, then the tax authorities may refuse to establish a new LLC (paragraph 2, paragraph 2, article 59 of the Civil Code of the Russian Federation).
2. Transfer acts are drawn up by each company participating in the merger process. Thus, there will be as many transfer deeds as there are parties to the merger/acquisition transaction.

A practitioner tells

Andrey Voronin, owner of ATH Business Travel Solutions, Moscow

I twice had to witness the merger of two companies myself, which is called “from the inside.” Every time I witnessed how, in these difficult times for the company, the aggressive attack of competitors manifests itself in the active luring of the best personnel of a vulnerable society to their staff. They are often guaranteed wages 30-50% above average. We had our own strategy to keep the most valuable employees on our side.

Show everyone that you are one team. Teamwork significantly reduces the unfavorable situation in personnel: for this, the very first step will be to move the two companies into one office immediately after signing the documents on the merger of the companies. If it is not possible to immediately connect teams, at least ensure that all the information disseminated is the same. Our experience was an example of such a situation: branches of the merging companies were located in different cities - from St. Petersburg to Yuzhno-Sakhalinsk. An excellent solution for us was to hold general meetings with mandatory broadcasting via Skype, so that employees in all cities were aware of the decisions of the management team. It is necessary to show that we are all one team, not only to the team, but also to the clients. So, for us, such a demonstrative event was the conference on Sakhalin, where we invited not only employees from the company merged with us, but also customers from the Far East. So everyone understood that territorial changes do not in the least affect the results of our work.

Insist that you are not merging one business into another, but that you are building a new one by taking the best from both companies. Thus, before the merger, our company could interact with the consumer in two ways: either the client received information directly in our office, or the service was remote. Merging with another company allowed us to apply their experience in other types of cooperation.

Show employees prospects for career growth. The positive attitude of the team increases significantly when you show them possible prospects for business growth after the merger of companies. An example of the positive impact of a merger and a great motivating boost could be a salary increase or some employees receiving long-awaited positions.

Introduce people from both companies. Often, teams of merging companies are distrustful and doubtful about each other. The atmosphere will be changed by their speedy acquaintance in an informal setting. In this regard, we were lucky: the merger took place in December, and the New Year’s corporate party fit perfectly into the team-building program. The small room deliberately chosen for this played an excellent role: it was cramped, but not offensive. In general, it was not boring. I also advise you to consider spending time for employees in a playful way, when the principle of recruiting teams is based on a criterion that has nothing to do with belonging to one or another company. For example, bowling or paintball with teams formed according to the zodiac.

We once held a charity event, during which employees bought handmade crafts from each other. The idea of ​​a good deed to benefit a talented child from a low-income family united the team even more. All the money raised from this charity bazaar was put into a bank account for the boy to enroll in a partner school in South Wales.

Instruct the HR director to hold one-on-one meetings with each employee. Individual conversations will help to put the employee in a positive mood, find out his expectations and concerns, and also find out the general mood of the team. They provide insight into which employees need additional motivation. Yes, this is a painstaking process, but a strong and united team as a result is worth it. So, my first meetings with the staff were held by me personally, and then the matter was entrusted to the HR director. The employee adaptation process in our company took almost five months.

An excellent solution for discussing individual proposals was the opportunity to anonymously ask questions to the governing body on an Internet resource for which a corporate website can be adapted. Participation in a cause that binds together over a common interest will also bring people together. To do this, you can create separate project groups from workers who previously belonged to different teams.

In the matter of personnel, the most important thing is not to leave things to chance.

The merger process: 7 stages

The classical process of merging companies includes seven main stages.

Clarifying the main objectives of the merger

The main goal of mergers and acquisitions is to achieve the highest results through joint activities and, as a result, increase the company's capital and income of business owners. Gaining additional competitiveness can be achieved both by internal resources (improving management organization, introducing technological and technical innovations, increasing the production capacity of the enterprise, etc.) and external ones (processes of mergers and acquisitions of companies).

Determining alternative ways to achieve set goals

It is important to determine how possible it is to achieve the goal by other, less risky, methods than mergers and acquisitions. These may be procedures for developing a new corporate marketing strategy, acquiring/constructing new fixed assets, increasing internal potential and other restructuring measures.

Identification of a target company, search for a candidate for merger or purchase

It will be important to most accurately assess the capabilities of the selected company and the expected synergistic effect.

Preparation for a transaction includes the following steps:

1. Study of the sphere of unification. The first step will be to analyze the market area chosen for merger or acquisition: assessment of the growth dynamics of its structure, the likely distribution of potential, the influence of foreign economic forces on it, identification of opportunities in its structure associated with competitors, government authorities and scientific and technical research, analysis of demand dynamics and suggestions regarding the chosen structure. When evaluating a selected company, the first step is to examine its existing assets and liabilities.
2. Exploring your own capabilities. Once the area of ​​merger has been chosen, the company must conduct an objective self-assessment to determine its own potential, through which the value of the purchased company is calculated. Based on the analysis, the criteria for possible candidate companies to merge are determined.
3. Exploring Competing Forces. There is a high probability of experiencing all the advantages of a merger of companies and achieving a positive synergistic effect when carefully studying the capabilities of competitors. By analyzing the actions of competing companies, it is easier to determine future strategic direction and the long-term effect of intentions. Playing blindly, without guessing the opponent's next move, can only lead to loss.

Having determined the industry of the target company, its capabilities and main characteristics, the moment comes to select a specific company among a huge mass of economic entities. Important criteria in determining a candidate will be: the scope of market activity, volumes of labor and income, territorial coverage of the market, private or public form of organization.

Options used in the practice of searching for a target company:

1. Application of established connections in this market segment. Established contacts, especially within the same field of activity, often help to select a candidate for acquisition.
2. Contacting agents involved in the sale of existing companies. Intermediaries can be either brokerage companies or investment banking structures. When choosing this path to finding the right company, it is important to remember that a large number of companies may fit the criteria passed to the intermediary, which will complicate the selection process.

Analysis of the selected target company

All selected organizations must be carefully assessed for future and current opportunities.

The task of this stage is to determine the most profitable party for a merger or acquisition. To do this, the goals of the purchasing company are compared with the characteristics of each selected company. Technological and technical resources, information about the company’s infrastructure and capital are taken into account.

1. Finding out the positive achievements that can be achieved through a merger or acquisition. A realistic understanding of the possible synergistic effect largely determines the success of the company reorganization procedure. Careful attention is paid to calculating the opportunities from transforming companies: combining production resources, distribution channels, expanding market geography, reducing production and labor costs, exchanging technologies, etc.
2. Identifying the potential for calculating value through company transformation. The potential of a proposed merger can be determined by comparing the target company with the leaders in this segment. Do not forget that not only the acquired company, but also the buyer himself will have to go through changes. It is necessary to make realistic forecasts and, if possible, turn all changes in a favorable direction.
3. Valuation of the target company. When a merger of companies occurs, the value of the target company is formed by the following characteristics: internal resources (calculation of cash flow in the context of a merger or acquisition) and external resources (average market prices, comparative assessment of similar transactions). Once the financial side of the issue is determined, the decision is formulated in the primary agreement, which also contains an explanation of each stage of the merger or acquisition process. Next, actions are taken aimed at completing this transaction (negotiations with government antimonopoly structures, internal corporate preparations for the merger, identifying sources of integration).
4. Checking the target company for reliability (due diligence). Information obtained from certain sources may influence the formation of the value of the purchased company, which will be reflected in the document of intent.

Approval of a resolution on a merger or acquisition. Developing an action plan

Implementation of all stages of the planned plan, taking into account newly emerging changes

Merger/acquisition of companies is a delicate and complex process that is difficult to bring to a single model. Despite the significant experience of the Russian and foreign markets in this method of restructuring companies, many organizations do not achieve the positive effect expected at the time of integration planning. The success of such transactions depends not only on how conscientious the approach to planning and distribution of responsibilities was, but also on the correct use of the opportunities opened up by the merger. The uncertainty that the process of merging different economic units brings with it can cause the loss of valuable personnel and important clients, entail unplanned expenses and lead to the loss of already gained market positions.

Analysis of the transaction result

After a certain time, the result achieved by the merger or acquisition is analyzed, and the goals achieved or not achieved by the integration are determined.

Specifics of the process of mergers and acquisitions of companies.

Permission to carry out a transaction from the federal antimonopoly authority is required when:

• the total book value of the assets of the acquirer and the issuing company (who is being purchased) is more than 3 million rubles:
• the total revenue of the reorganized organizations for the year preceding the transformation is more than 6 million rubles;
• the acquiring company or issuer is included in the Register of economic entities with a market share of a certain product/service of more than 35%.

Analysis of the effectiveness of mergers and acquisitions of companies

There is an opinion that a merger of companies will be effective if one simply selects a company from a progressively developing market area and acquires it at a relatively low price. However, this judgment is erroneous.

Analyzing the effective completion of a merger or acquisition involves examining many moments:

• calculation of cash receipts and expenses, calculation of the financial result from the merger process;
• determining not only the goals of the merger of companies, but also identifying the parties who are in the pros and cons of the integration transaction;
• formulation of problems that arose with the implementation of the merger in the field of personnel, taxes, legal restrictions, difficulties in accounting;
• taking into account the basis on which the merger was completed: restructuring of companies on a hostile basis often carries much more unforeseen costs than a transaction on a voluntary basis.

Often, the starting point for analyzing the effects of business integration is the target company's estimated financial achievements, which include any increase in cash flow or decrease in costs. Next, the resulting discounted values ​​are compared with the acquisition cost. The resulting positive difference from the target company's projected financial flow and the transaction value is defined as the net benefit. If the difference is negative, the decision on the merger transaction must be reconsidered.

For this comparative analysis, it is necessary to operate with the following data:

• future increase in the target company's capital in the future;
• discount rate value;
• cost of capital to determine future financial flow;
• the real price of the target company.

The disadvantage of this technique is that the information received does not always correspond to the real state of affairs.

The reason for this is that determining the price of the acquired company is subjective. The projected net benefit may be positive not because the merger had a positive impact on the business, but because it overstates the target company's actual future capital gains. But if the forecast is too low, the failed restructuring of companies, which is truly necessary and appropriate, will aggravate the existing business.

It is important, before the transaction and its planning, to determine for what reasons the cost of the merged companies will be greater than the price for each before the transaction, to calculate the economics of all benefits and expenses.

Financial benefit (the same synergy effect) appears only when the value of the established company as a result of the merger exceeds the sum of the values ​​of all parent companies before the transaction.

Analyzing the synergistic effect and determining its numerical value is one of the most difficult tasks when studying the results of a merger.

Once the financial benefits of the future transaction are known, i.e. its synergy effect, they move on to determining the estimated financial costs necessary to implement the merger plan.

If the condition for the purchase of a target company is the immediate calculation of its full value, then the costs will be determined as the difference between the money paid for it and the market price of the acquired company.

If we assume that when acquiring a target company there is an immediate payment for its market value, then the cost of acquiring a company can be determined as the difference between the cash paid for it and the market value of the company.

Expenses in excess of the company's market value are paid to the shareholders of the acquired company or business owners in the form of bonuses. Often, the benefits received by the acquired company do not exceed the costs incurred by the acquiring company. This is due to the fact that the implementation of a transaction is always accompanied by payments to banks, payments for consulting, legal fees and expenses, which fall on the shoulders of the acquirer.

The difference between all the above benefits and costs is defined as the net present value.

A positive value of this indicator indicates the feasibility of a future transaction.

To assess the synergistic effect of a merger of joint stock companies, it would be reasonable to take into account the behavior of investors regarding the shares of the newly created company. Thus, if the price of shares of the acquiring company falls after the publication of the fact of the upcoming transaction in the media, one can judge that investors doubt the benefits of the future merger, or why they consider the value of the target company to be unreasonably inflated.

It is also worth considering that when a really good company is sold, the demand for it increases, and the buying and selling process is more like an auction of “who will offer the most.” Gaining the upper hand in such a struggle may entail unnecessary expenses.

• Reorganization of a legal entity: step-by-step instructions

What could a merger of companies lead to?

Economic transformations such as mergers or acquisitions can have different effects on the future performance of companies, either by providing additional benefits or by reducing the results of their business activities. Numerous studies to determine the net synergistic effect based on the experience of companies already restructured using this method show completely different results.

Thus, according to Mergers & Acquisitions Journal, more than 60% of all integrations do not justify the financial investment in them. The Price Waterhouse audit network studied 300 mergers over the previous decade and found that 57% of companies transformed by mergers or acquisitions performed worse than peers in the same industry. Often, an unsuccessful merger experience forces companies to separate again in order to return to the indicators that were achieved during independent management.

According to analysts, a negative effect from a merger of companies may arise for the following reasons:

• incorrect assessment of the capabilities of the industry or target company chosen for merger;
• an error in calculating the finances required for integration;
• wrong steps towards a merger or acquisition.

An incorrect assessment of the assets and liabilities of the acquired company leads to a decrease in the synergy effect.

Thus, an example of an incorrect estimate could be an assumption of an underestimated level of costs associated with increasing the production capacity of the acquired company or with the warranty obligations of a previously released defective product. In the case of a production merger, another acquiring company evaluates the environmental impact of the acquired production. Most likely, all costs to eliminate negative polluting consequences will be the responsibility of the buyer.

Often, an error in calculating the finances required for integration is an obstacle to achieving the planned result of a merger or acquisition.

The miscalculation of future costs can be quite significant. Thus, the projected price of the Rover company was 800 million pounds, and in the end it cost the BMW concern 3.5 billion.

Mistakes in the merger process have caused many merger deals to fail.

Management and leading personnel are not always able to cope with the problems that arise after the merger of companies. The individual nature of production, infrastructure, internal corporate traditions, and accounting are often incompatible with similar areas of the integrated company.

The value of many organizations is directly affected by the quality of human resources, namely, the competence and degree of professionalism of all personnel - from top managers to ordinary workers.

Changes in the management team change the criteria for assessing the work of personnel, planning the career ladder of employees, and the policy of distribution of finances is changing. All this affects the psychological mood of the team and can change both relationships within the company and informal connections. The situation when the previously owner of the company, who has a stake in the business, becomes a hired employee by the will of the merger, negatively affects the working spirit of a significant part of the staff and can even lead to the loss of significant personnel. The situation can only be saved by the former owner’s complete satisfaction with his new position and the teamwork of the entire team according to a specially developed plan.

An analysis of the experience of mergers and acquisitions of many companies states the fact that often it is profitable not to buy a company, but to sell it.

The receipt of the greatest benefits by shareholders of target companies in comparison with the profits of the owners of the acquiring company is explained by two reasons:

• the acquiring company is often much larger than the target company. In this situation, when dividing the financial result of the synergy, the owners of each company will receive equal shares of income in monetary terms, but as a percentage, the shares of the shareholders of the new company will be significantly smaller;
• turning the process of buying and selling an organization into an auction becomes the reason that with each new buyer, offers to the shareholders of the purchased companies become better and better. Thus, the owners of the target company take over a larger share of the profits from the upcoming merger. An increase in the value of a company that is put up for sale may also be a consequence of anti-raid tactics.

Modern economics sometimes regards the merger of large companies (for example, guilds) as sub-optimization.

The meaning of this definition in the field of company restructuring is as follows. A strategy aimed at strengthening intra-corporate ties leads to the fact that purchase and sale transactions are carried out within “their own” circle. But this does not prevent “their” organizations from setting the most favorable price for themselves.

The effect of such mergers is either an unreasonably high price for the product of the newly established enterprise, or a standard discussion of cost turns into a long clarification of mutual claims. As a result, complex relationships within large guilds make it difficult, and sometimes impossible, to formulate prices that will satisfy companies on opposite sides of the system.

• Reasons why even competing companies unite in business alliances

A practitioner tells

Vitaly Vavilov, Project Manager, Strategy Partners, Moscow

Almost the only way to create value during a period of financial instability in a country is to resort to a merger, acquisition, or create an alliance. These measures, firstly, reduce the value of assets, and secondly, they combine forces to force the situation during a crisis.

A good example of this is the American medical company LHC Group, which in just six months of the crisis doubled its value precisely thanks to the merger. The outsourcing work scheme made it possible to increase the structure of the LHC Group by 8 joint ventures in 6 months, attracting medical institutions as partners. Guaranteed customer traffic reduced the possible drop in demand to a minimum, and the resulting financial benefits made it possible to acquire two companies that significantly expand the scope of services. Thus, during the general crisis, LHC Group was able not only to maintain its position, but also found a way for itself to invest in progressive development.

When choosing for yourself the path of various types of associations, the most important thing is to always see the final goal of each next step, which should ultimately result in the acquisition of additional benefits for each participant in the integration.

My personal observations suggest that vertical mergers are most successful. Here the main task will be to select a like-minded company with the greatest competitiveness (for example, one that sells a well-recognized brand or has another attractive offer) or one that operates in a dynamically developing industry. The success story of Hana Electronics (an Asian electronics manufacturer) and Alaska Milk (a Philippine dairy products manufacturer) is an excellent example of just such a strategy.

Small enterprises often find it difficult to survive on their own in conditions of fierce market competition, so they are forced to either stop their activities or look for other ways to organize work.

One of these ways is to reorganize the enterprise, that is, change its organizational and legal form.

For small businesses, the most appropriate option would be to resort to a form of reorganization such as merger.

It allows you to combine the property of several organizations and create one large enterprise on their basis.

The merger of organizations has its own characteristics and advantages over other forms of reorganization, which consist in the necessary documents, as well as in the consequences for owners and staff.

Free legal advice:

Mergers of enterprises and their consequences

One of the forms aimed at consolidation and reorganization of a legal entity is the merger of enterprises.

This form is a process as a result of which several existing enterprises cease their activities, and a completely new legal entity is created on their basis.

The consequences of the merger will be the following events:

1. Two (or more) enterprises will officially cease their activities and will be deregistered.
2. A record of the registration of a new legal entity will appear in the Unified State Register of Legal Entities.
3. All rights and obligations, as well as property and debts of liquidated enterprises will transfer to the newly created one.

Also often, mergers of companies act as an alternative to liquidation, since with its help it is possible to quickly stop the activities of unprofitable companies.

Which form should I choose?

Two similar forms of reorganization are affiliation and merger, however, despite many common features, they also have significant differences.

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Therefore, the choice between them largely depends on the characteristics and characteristics of specific enterprises.

Merger is the only form of reorganization, as a result of which information about the new enterprise is not entered into the Unified State Register of Legal Entities.

On the contrary, one or more legal entities are deregistered.

In this case, all property and debts as a result of the closure of the LLC through a merger of enterprises are transferred to the legal successor, whose organizational and legal form does not change.

Another feature of the merger is the fact that to carry it out you do not need to obtain a certificate of absence of debts from the Pension Fund.

Free legal advice:

Often, it is the absence of this document that is the basis for refusal of reorganization.

It brings together all the assets of predecessors and allows you to start a new activity more efficiently, with more opportunities.

In general, the merger procedure is easier than merging an LLC. However, the first form may violate the rights of participants, while the second provides the most equal opportunities for all reorganized enterprises.

Conversion by merging, step by step instructions

Since at least two business entities take part in the merger of organizations by accession, the algorithm of actions will be slightly different from all other forms:

Stage 1. At this stage, all participants in the reorganization hold general meetings of owners and, by voting, make a decision on the reorganization. The results are documented in a protocol (if there are several owners) or in the form of a decision on reorganization (if there is only one owner). Also, each company must conduct an inventory of assets, draw up a transfer deed and take care of paying off its debts.

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Stage 2. Holding a joint meeting of the reorganization participants, which is attended by representatives of each company. At this stage, it is necessary to sign the final decision on the reorganization (in the form of a merger agreement), develop and approve the draft charter of the created enterprise, and also, based on the data submitted by the companies, formulate a general transfer act.

Stage 3. Notifying the registration authority of the decision to pursue a merger. Participants in the procedure are given three days from the moment of signing the merger agreement (agreement) to do this.

Stage 4. Notification of all known creditors. These actions must be taken by all participants in the reorganization when merging a company with debts. Notification occurs in two ways:

• by sending relevant notices by mail;
• by publishing a message in the media (in the Bulletin, at least twice).

It is also necessary to take care of repaying all debts to the tax office and extra-budgetary funds, in particular to the Pension Fund. All known debts and claims must be settled before the merger is completed.

Stage 5. Submitting a package of necessary documents to the registration authority to begin the reorganization procedure.

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Stage 6. Registration of a new enterprise in the Unified State Register of Legal Entities and receipt of documents confirming the merger procedure.

The merger period usually ranges from 2-3 months to six months, depending on the size and specific types of enterprises being reorganized.

Required documents

The list of documents required for reorganization by merging can be divided into two groups:

1. Documents that enterprises prepare before reorganization. These include:
   1. Application form P12001, which must be certified by a notary. This document indicates the form of reorganization, the number of participants in the procedure, as well as the number of enterprises that will be formed after completion of the procedure (in this case, one).
   2. The charter of the new enterprise, which must be developed and approved at the stage of the meeting of owners. Two copies of this document are submitted to the registration authority, one of which is then returned. There are general requirements for the registration of the charter: it must be stitched and numbered.
   3. The transfer act is a mandatory document during a merger, and all enterprises participating in the reorganization must draw it up. The act must contain information about the amounts of accounts payable and receivable, as well as the amount of property that is transferred from each company to the new company. There is no established form for this document; it can be drawn up in the form of a regular balance sheet or by simply listing all assets.
   4. Permission from the Antimonopoly Committee. This document is required only if the total assets of the enterprises or proceeds from sales exceed the legally established limit.
   5. Documents confirming notification of creditors. These may be receipts for payment of letters sent to them, as well as copies of the pages of the Bulletin.
2. The merger agreement signed by the participants at the general meeting. This document defines the conditions and rules for the reorganization, as well as the procedure for exchanging shares of old enterprises for new ones.
3. Minutes of the joint meeting of enterprise owners.
4. A certificate from the Pension Fund of Russia confirming the absence of debts, which must be received by each participating enterprise.
5. Receipt of payment of the state duty (its amount is 4,000 rubles).

After this, the new enterprise can begin its work in accordance with the chosen type of activity and available capabilities.

Personnel component

With any form of reorganization, the changes that have occurred in the company will affect such an element of the enterprise as personnel. A merger is no exception; some personnel changes will occur in this case as well.

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What will happen to employees when organizations merge by joining?

It is worth highlighting several rules for reorganization that directly affect employees:

1. None of the forms of enterprise reorganization provide for the dismissal of employees. Therefore, such an event cannot be a basis for termination of the employment contract with them (by the employer).
2. Before the reorganization or after completion of the procedure, employees have the right to resign, indicating as a reason such a reason as a change in the owner of the enterprise or its legal form.
3. Before the merger, employers are not required to notify staff of upcoming changes, however, after the procedure is completed, it is better to do this (in writing).
4. In an organization that is formed as a result of the reorganization of a legal entity by merger, a new staffing table must be adopted. Duplication of responsibilities is also inevitable, so some employees may be transferred to new positions or dismissed due to staff reductions.
5. In case of changes in working conditions, additional annexes to the employment contract must be accepted and signed and appropriate entries must be made in the employees’ work books.

Obviously, in most cases, layoffs are inevitable anyway. According to the labor code, it is impossible to dismiss employees due to the reorganization of structural divisions through a merger, however, after completion of the procedure, the management of the new enterprise will be able to legally reduce staff.

Debts of participants and final reporting

Before carrying out the procedure, each reorganized company must prepare final financial statements, the date of which will be the day before the merger is recorded in the Unified State Register of Legal Entities. This includes the balance sheet, as well as statements of profit and loss, cash flows and changes in equity.

The “Profit and Loss” account must also be closed, funds from which are distributed according to the decision of the owners.

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After the reorganization, all debts of the old companies are completely transferred to the successor.

If one of the predecessor enterprises had debts to the tax authorities or funds, they will be transferred to the account of the new organization.

It is advisable to submit tax returns to reorganized companies, but this can also be done by their legal successor after the procedure is completed.

An important point is the fact that reorganization is not a basis for changing the periods for paying taxes or submitting reports.

The new company is obliged to submit all documents within the period established by law.

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Merger of debtor and creditor

Reorganization is one of the alternative ways to liquidate an LLC, and is often caused by the debt of one enterprise to another.

However, it is also possible to carry out a merger - in this case, both participants will stop working.

When companies merge, one of which has obligations to the other, the creditor and the debtor coincide in one person.

And this, in accordance with Art. 413 of the Civil Code of the Russian Federation, is the basis for termination of debt obligations.

Civil Code of the Russian Federation. Article 413. Termination of an obligation by the coincidence of the debtor and the creditor in one person An obligation is terminated by the coincidence of the debtor and the creditor in one person, unless otherwise established by law or follows from the essence of the obligation.

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Therefore, in this case, such a procedure for reorganizing an institution through a merger will lead to the cancellation of debts, and the new company will be able to start its work with a clean slate.

The merger of two organizations into one is a form of reorganization that is aimed at creating new, larger enterprises.

It is advisable to carry it out in cases where small companies or a debtor and a creditor want to merge.

In the first case, all participants will be able to organize a stronger and more competitive business, in the second, they will receive mutual benefits and continue working without mutual obligations.

(Saint Petersburg)

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Comments

WHAT should people be offered when reorganizing two companies: transfer or dismissal without compensation?

Julia, good afternoon.

Free legal advice:

As I understand it, you want to offer people dismissal and then hiring. In this case, you interrupt continuous service and people lose their long-service bonus. It is best if you arrange the transfer in connection with the reorganization of the enterprise.

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Merging two LLCs: step-by-step instructions

• print version

Good afternoon, dear Regforum participants! I decided to tell you how I carried out the merger of limited liability companies from my experience. All the action took place during the period October–February 2015–2016.

The material is relevant for 2018.

Free legal advice:

The case was like this: there were 4 different LLCs. It was necessary to carry out a merger of companies with the creation of a new legal entity, with the transfer of all rights and obligations from the liquidated Companies to the newly created one. The main objective of the merger was to restructure the group's assets.

The initial data were as follows: In two companies there were 2 identical founders - individuals who each had a 50% share in the authorized capital, in two other companies - the same founders, but each had 1/3 shares, and the company had 1/3 as not distributed. Three LLCs had the same director, the fourth had a different director.

On the Regforum, unfortunately, I did not find detailed guidance on how to proceed, and I decided that this information would be useful to users.

So, now step by step instructions. Conventionally, the entire procedure can be divided into 2 stages.

Stage 1

We hold a meeting of participants and create documents for submitting notification of the start of the reorganization procedure. The agenda was the same everywhere – the decision to merge the Societies with the creation of a new society. The meeting for each organization was documented in minutes, since each society had two founders.

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For each organization, the minutes were not certified by a notary, because the charter allowed the minutes to be certified by the signatures of the founders present at the meeting.

In addition, they made minutes of the general meeting of participants of all Societies participating in the reorganization. As a result, we ended up with 5 protocols. All protocols were drawn up in one number.

Next, you submitted Form 12003. There is no fee required for this type of registration. Protocols for each organization were attached to this form. In the form, Sheet A was filled out for each organization that participated in the merger.

The applicant in this type of registration was the head of the LLC, which was appointed by the participants in the general protocol as the organization responsible for submitting documents to the registration authority.

So, at the first stage, we submit to the registration authority:

Free legal advice:

• protocol/decision on reorganization in relation to each merger participant;
• general minutes of the meeting of participants of all companies, at which the issue of creating a new LLC through a merger is decided.
• form P12003 certified by a notary.

After 5 days from the date of submission of documents, the registration authority issues a record sheet stating that the organizations are in the stage of reorganization.

Stage 2

Having received the registration sheet in our hands, we go to advertise in the state registration gazette, pay for the publications and we are assigned two dates for the release of publications. We count 30 days from the date of repeated notification and prepare a new package of documents for submission to the tax office.

We have to do:

• deed of transfer;
• merger agreement;
• pay a fee of 4,000 rubles for creating a new Company;
• close all reports on the Pension Fund,
• close all bank accounts;
• make general minutes of the meeting of participants of all Societies;
• draw up form P12001 and have it certified by a notary.

I’ll tell you right away the main intrigue about the P12001 form. Here's the nuance. In the form, on sheet O (the sheet certified by the notary), information about the applicant is indicated. Here the question arose: should the applicant be one person or each LLC that participates in the merger? Despite the fact that in three LLCs the manager was the same person. Sheet O in form P12001 (as, in principle, in any form) does not allow identifying which LLC the applicant is from. Our tax registrars also found it difficult to answer this question. It was decided to act formally and fill out Sheet O for each merger participant. As a result, we ended up with three identical sheets O, certified by a notary, where the applicant was the same person. I note that we also had to take all the directors to the notary at the same time.

At the same time, what is interesting is that even though all 4 companies are the applicant, only one applicant submitted the documents - the head of the LLC, who was identified in the protocol. A fee of 4,000 rubles (since the registration of a new LLC is in progress) was also paid by the director of the LLC, who submitted documents for registration, on his own behalf as an individual.

Free legal advice:

The merger agreement is a typical document, the main provisions are formulaic. Here it is worth paying attention to the order of who will be responsible for submitting documents; you can also reflect other organizational issues here.

Just in case, they attached the Pension Fund reports for all four companies, which indicated that all reports were closed. Otherwise, the tax office could request information from the Pension Fund and refuse registration due to unsubmitted reports or other problems. Also, all bank accounts in the companies were closed.

Do not forget that we provide the charter for the new company in two copies.

So, to summarize, in the second stage we provide the following documents to the registration authority:

Free legal advice:

• deed of transfer;
• merger agreement;
• state duty in the amount of 4,000 rubles for creating a new company;
• General minutes of the general meeting of participants of all societies;
• form P12001.

The entire merger procedure went without any problems. There were no refusals from the registration authority.

Quote from the article

“We count 30 days from the date of repeated notification and prepare a new package of documents for submission to the tax office.”

You write at the beginning (if I understand you correctly) that you immediately held a joint meeting of the merging societies on the same day as the meetings held in each society? those. at the first stage. Previously, a joint meeting was held directly at the last stage.

Free legal advice:

And yet, in the package of documents at the last (2nd stage for you) stage, you submitted, in addition to what you indicated, also: 1. Charter in the new edition 2 copies.2. Protocols from each company on the merger (which was also submitted at the 1st stage)3. PF certificates from each company4. Copies of publications from the Bulletin, certified by the State Duma of the newly created company. thanks in advance.

Liquidation of an LLC by merger

So, on the agenda is the issue of merging limited liability companies. A merger is understood as a process as a result of which a new legal entity (successor company) is registered, to which the rights and obligations of all companies participating in the merger are transferred. The latter, in turn, cease their activities with the exclusion of information from the Unified State Register of Legal Entities.

As can be understood from the above definition, the merger procedure is usually used for the purpose of business consolidation. However, quite often it helps achieve another goal - alternative liquidation of an LLC.

Indeed, information about the company participating in the merger is excluded from the state register, the rights and obligations are transferred to the newly created entity and the responsibility for their implementation falls on his shoulders. It would seem that this is the desired result. However, in practice things are somewhat different. Let's look at the procedure for the merger procedure, and then find out when its use is justified.

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Procedure for reorganizing an LLC in the form of a merger

Stage 1. Preparation of the initial package of documents

The first step is to convene extraordinary meetings of participants within each of the companies participating in the merger. At the meetings, it is necessary to prepare a decision on the merger, in which the following issues need to be resolved:

The last three documents are drawn up following the results of a joint meeting of the founders of the companies participating in the reorganization. The results of the meeting are documented in the form of minutes of the general meeting.

Next, it is necessary to prepare a notification application about the start of the merger procedure, intended for the registering tax authority located at the place of activity of the legal entity being created. In addition, merger notices are drawn up in form C-09-4, through which the territorial tax authorities at the place of registration of each of the companies participating in the procedure are notified.

Stage 2. Submission of documents to the registration authorities

At this stage, notification of the beginning of the reorganization of the registration authority occurs; required:

• notification application completed at the previous stage;
• decisions on the merger of all companies participating in the procedure.

In this case, the notification application must be notarized. After this, within three days the tax office is obliged to make an entry in the Unified State Register of Legal Entities about the beginning of the reorganization and issue a corresponding certificate.

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At the same time, documents are submitted to the territorial tax authorities at the place of registration of each of the companies; in addition to Form C-09-4, merger decisions and additional documents may be required, the composition of which must be clarified individually.

The described actions must be carried out within a period not exceeding three days from the moment the decision on the merger was made by the last participating company.

Stage 3. Notification of creditors

Within five working days from the date of entry into the Unified State Register of Legal Entities about the beginning of the reorganization, each of the participating companies is obliged to notify all creditors known to it about the beginning of the procedure. The merger notification is sent in writing, and it is advisable to request a return receipt by mail.

Stage 4. Publication in the media

After making an entry in the Unified State Register of Legal Entities about the beginning of the reorganization, the executive body (the body that undertakes the organization of liquidation is appointed at a joint meeting of the companies) twice at monthly intervals submits an application for publication of a notice about the beginning of the merger procedure in the journal “Bulletin of State Registration”. The application form and required documents can be found on the Vestnik website.

Stage 5. Obtaining consent of the antimonopoly authority

In accordance with the federal law “On the Protection of Competition”, when merging companies, if their total assets on the latest balance sheets exceed the amount of 3 billion rubles, or the total revenue for the calendar year preceding the year of merger exceeds 6 billion rubles, or one of participants are included in the register of violators of antimonopoly legislation, it is necessary to obtain the consent of the antimonopoly authority.

Stage 6. Inventory of property and drawing up a transfer deed

As part of the merger procedure, an inventory of the property and obligations of each of the liquidated legal entities is carried out. Based on the data received, a unilateral (without the receiving party) transfer act is drawn up, which must be approved by all participants in the reorganization.

Stage 7. Preparation of the final package of documents

For final state registration of a new legal entity (successor) and liquidation of participating companies, the following package of documents is required:

• application in the form of state registration of a legal entity created through reorganization;
• minutes of the joint meeting of participants of the reorganized companies (stage 1);
• merger agreement (stage 1);
• transfer deed (stage 6);
• charter of the newly created company (stage 1);
• copies of messages from the “Bulletin” (photocopy of the title page of the journal, the page with the message and the application form submitted to the Gazette);
• copies of documents confirming receipt of messages by creditors (notification of delivery from the post office);
• a document confirming the consent of the antimonopoly authority (if required);
• receipt of payment of state duty (RUB 4,000).

Stage 8. State registration of changes

The package of documents collected at the previous stage is submitted to the registering tax authority after re-publication in the Bulletin. In this case, the applicant can be either one of the heads of the created executive body or the head of the company being created.

The form must be notarized. The notary may require the following documents:

• certificates of registration of companies in respect of which changes are made;
• certificate of registration of the company;
• certificates of state registration for the current general directors of the companies in respect of which changes are being made;
• protocol of the decision on the appointment of current general directors of these companies;
• order on the assumption of office by general directors (on appointment to the position);
• an extract from the Unified State Register of Legal Entities for companies participating in the reorganization (issued no more than a month ago).

The notary may expand the list of documents, so it is recommended to contact him in advance.

Five days after submitting the prepared package to the registration authority, the latter issues documents for liquidated and newly created companies. From this moment the reorganization is considered completed.

So, the merger process is a rather complex and lengthy procedure. Is it worth getting involved in it for the purpose of liquidation? Let's find out.

When is a merger justified?

First, you should pay attention to the following point: this method, like accession, cannot provide a 100% guarantee of avoidance of liability. Therefore, even if the former founders manage to “fuse” an unprofitable business with obligations to creditors through a merger (which in itself is unlikely, since creditors can suspend the reorganization process and demand payment of penalties), this cannot be a guarantee of a good night’s sleep. Former “owners” may be held vicariously liable, and individuals will have to pay off debts with their own property. In such a situation, the best solution would be bankruptcy of the LLC.

A merger, in our opinion, can be justified only if the company has a “clear conscience”, but there is no desire to wait and spend money on voluntary liquidation. But even in this case, liquidation by merger looks more advantageous: the procedure for carrying out the latter procedure is somewhat simpler, and in addition, the necessary financial costs are lower.

What to choose in the end is up to you.

Required documents

You can download samples of the required documents from the links below:

Liquidation of an LLC with debts

How to close an LLC with debts? First you need to understand what is meant by this concept. After all, it is not easy to find a company that does not have any debts to the state and business partners. It turns out that the liquidation of any company is the liquidation of an LLC with debts.

Procedure and stages of liquidation

The procedure for liquidating an LLC is regulated in some detail by the Civil Code of the Russian Federation (Civil Code of the Russian Federation), however, as practice shows, this does not bring clarity to the minds of average entrepreneurs. Let's try to correct this state of affairs.

Liquidation cost

So how much will it cost to dissolve an LLC? In fact, this question is extremely ambiguous. First, let's try to understand what affects the final cost of the procedure. The second part of the page contains a table showing the dependence of the liquidation price on the chosen method. You can go to it right now.

Change of CEO of LLC

Changing the general director of an LLC is a complex procedure that it is advisable to entrust to an experienced lawyer. The first step is to make a decision on the re-election of the general director of the company. This decision is made.

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Joining an LLC to an LLC step-by-step instructions with a description of each stage

Joining an LLC to an LLC step-by-step instructions has its own characteristics. The essence of the procedure is the closure of one company through its merger with another or the actual liquidation of an LLC by joining another company with the transfer of all rights and obligations of the liquidated company to the company with which the merger is taking place.

Advantages and disadvantages of the accession procedure

• in the process there is no need to obtain a certificate of full settlement with the Pension Fund of the Russian Federation and the Social Insurance Fund, which would mean checking the correctness of the calculations by these bodies and repaying the debt, which takes up to 2 months;
• savings on state fees: when merging, you need to pay rubles (as for registering a new legal entity), merger costs about rubles.

The disadvantage is succession, the essence of which is that the absorbing company, after completing the transaction, bears all the risks of paying the debts of the acquired LLC, even if they were identified after registration. The limitation period is three years. Therefore, merger is practiced as an alternative to the voluntary and official liquidation of a company without debt.

Step-by-step instructions for joining an LLC to an LLC involve going through several stages.

Stage 1 – preparatory

Initially, each company holds a general meeting of founders with the drawing up of minutes in order to:

1 - making a final decision on reorganization, in which it is necessary to prescribe the transfer of rights to the acquiring company for:

• notification of the initiation of a merger by the Federal Tax Service within three days after the decision is made by the last participant;
• publication of a message about what is happening in a special journal;

2 - ratification of the treaty of accession, which stipulates:

• key stages of the procedure and their timing;
• the size and features of the authorized capital after the merger;
• distribution of reorganization costs among participants;
• process manager, etc.

Stage 2 – notification of interested parties

For the Federal Tax Service you should prepare:

At the place of registration of the main company, you must also submit an application for the creation of a new company through reorganization in form P12001.

Documents are endorsed with an electronic signature or signatures certified by a notary and sent to the Federal Tax Service at the place of registration of participants. The Federal Tax Service has the right to request other documents related to this procedure.

After three working days, the tax authorities will issue a certificate of the start of the unification campaign, confirming the introduction of changes to the Unified State Register of Legal Entities.

After receiving the specified paper, the companies have 5 working days to notify creditors. This is done by sending notification letters.

Additionally, two messages about what is happening are published in the “Bulletin of State Registration” with a month interval between them.

If the value of the assets (according to the latest balance sheet data) of the companies is more than 3 billion rubles, the merger of an LLC into an LLC is expanded, the step-by-step instructions are expanded: the merger must have permission from the antimonopoly service.

Extra-budgetary funds are notified by sending letters with acknowledgment of receipt.

Stage 3 – inventory

Inventory is an audit:

• the presence and safety of the company’s assets, recorded and unaccounted for on the balance sheet, as well as account balances;
• obligations to all interested parties (creditors, government agencies);
• rights of claim;
• warehouse accounting and management;
• reliability of information contained in accounting documents.

All property of the LLC and its obligations, regardless of their location, and material assets that do not belong to the company (rented or transferred to it for safekeeping or processing) are subject to verification.

Upon completion of the inventory, the participants of the company draw up and endorse a transfer act.

Stage 4 – registration of accession

Merging an LLC into an LLC, step-by-step instructions regarding the formation of a package of documents for registering transformations with the Federal Tax Service includes contacting the specified authority with the following papers:

• decisions on reorganization (from each participant plus joint);
• application for termination of economic activity on behalf of the acquired company (form P16003);
• an application in form No. P14001 to change the data in the Unified State Register of Legal Entities;
• application in form No. P13001 for registration of adjustments to constituent documents;
• minutes of the general meeting of the founders of the companies;
• deed of transfer;
• accession agreement;
• constituent documents (Charter);
• a receipt for payment of the duty;
• confirmation of notification to interested parties (copies of notices with marks of receipt by recipients, messages from the “Bulletin”).

After 5 working days, the Federal Tax Service will issue:

• extract from the Unified State Register of Legal Entities;
• registration certificate;
• Charter with tax authorities' mark.

Clarifications

During the merger process, it is necessary to draw up a liquidation balance sheet. Sometimes several such interim documents are drawn up. The rights and obligations of the liquidated enterprise are also re-registered to its legal successor, and some creditors will have to be settled before registering the reorganization.

The step-by-step instructions for merging an LLC are somewhat different from those presented above. Liquidation of an LLC through a merger leads to the creation of a fundamentally new economic entity on the basis of closed companies. That is, none of the participants continues their economic activities. Therefore, registration of the closure of all participants and the opening of a new legal entity will be required.

If bankruptcy of an LLC is expected with its subsequent merger, then this is only possible with the participation of an arbitration court.

The use of dummy persons and denomination passports is criminally punishable according to Article 173 (note 1, 2) of the Criminal Code of the Russian Federation. 8 years out of life. What are you writing about?

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The official closure of a company and the liquidation of an enterprise are carried out flawlessly if, in the process of carrying them out, authorized persons are guided by the norms and requirements of the current legislation.

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Every day business becomes more interesting and complex. Now it is almost impossible to achieve great success if you are alone in the world of the economy and big money. If earlier it was possible to climb to the top relying only on one’s own strength and knowledge, today the situation is a little different.
Alliances between companies are what will help you work even more efficiently and productively. We do not want to say that you need a merger or some other form of unification. No, we're talking about something completely different. By alliance we mean beneficial cooperation that will be useful to both one and the other party. In one of his interviews, Sergey Brin, founder of Google, said that modern business is built on the ability to cooperate, negotiate, and find benefits in every acquaintance. And indeed it is. If you don’t know how to communicate with potential partners, or you think that you don’t need anyone and you will achieve everything yourself, then you are very mistaken. Of course, you can develop your business on your own, but up to a certain point, up to a certain stage, which you cannot pass without the help of partners.

So, in this article we will try to answer the following questions:
What advantages of your company will be of interest to the distributor?
How to convince a potential partner that working with you will be profitable and productive
In what areas of business are alliances necessary and most effective?

Business alliances: 8 real examples

1. Equipment supplier and leasing company
Equipment for small and medium-sized businesses is not a cheap pleasure. Very often, potential clients are faced with the fact that they simply cannot financially make a purchase, even if it is very necessary. A bank loan doesn’t always save you either, because the interest rates in our country are simply incredible. Then you need to either refuse the purchase, waiting for better times, or look for other ways to get money.
One Russian company that sells expensive equipment has entered into a contract with a leasing company, under the terms of which all clients wishing to purchase equipment from this company will receive special leasing conditions. As practice has shown, many refusals to purchase were precisely because people were scared off by the price. Then, during sales, the emphasis was placed specifically on financing and the terms of cooperation with the leasing company, and only then they talked about the advantages of the equipment. This strategy allowed a significant increase in sales and was beneficial for the leasing company, which received additional customers and a reliable partner.
You can practice a similar type of cooperation not only when selling equipment, but also where very expensive goods are sold, the purchase of which may cause certain financial difficulties.

2. Developer and apartment owners
Although demand still exceeds supply in the real estate market, the struggle for buyers is very serious. One large developer decided to attract new clients in a very interesting way. They turned to people who rent out their homes with a very unusual offer. Only one question was asked: “How much do you earn renting an apartment per month? 500-700 dollars? What if we give you an amount per day that exceeds your annual salary?” An interesting proposal, but its essence was that apartment owners had to notify their tenants that they had agreed with the developers on a rather profitable deal in which the tenant could get his own apartment by paying a monthly amount not exceeding today's rent. We also helped the potential buyer of an apartment from the developer with an advance payment.
Thus, every landlord who persuaded his tenant to use the services of a developer and buy an apartment from them in installments received a check for up to $5,000. Another advantage that motivated landlords to persuade their tenants to take advantage of this offer was the fact that if they do not rent out the apartment 3 months after people move out, the developer company will compensate the cost of rent.
As a result of such cooperation, the developer earned millions of dollars in a matter of months, while such a company was cheaper than most known methods of advertising.

3. Two dumpling producers
Dumplings are a hot commodity, especially on the eve of some holidays or celebrations. It so happened that in Moscow, on the eve of the New Year, a machine that kneads dough broke down in one workshop. It is clear that replacing it is not a day’s work, and will entail certain difficulties. The result is deplorable - the work stops, there is no profit. Then the head of the enterprise turned to competitors with a proposal to give them a part of the profits from the sale of dumplings in exchange for permission to use the machine for kneading dough. Consent was received, and both companies were pleased with such an interesting cooperation.

There is also an example of a construction company that had a lot of necessary and expensive equipment, but did not use it regularly. Then the idea came to give this equipment to other companies in exchange for part of the profits from its use.

4. Repair company and cleaning products supplier
One Western company renovating premises collaborated with sellers of cleaning products. The latter willingly provided contact information for their customers, and the repair company recommended cleaning products to its own customers.
The Russian medical center operated in a similar manner. He issued gift certificates with a nominal value of 100 rubles. to receive medical services. The certificate was issued to all supermarket customers for purchases exceeding 1,000 rubles. The average check at the supermarket increased, and a flow of customers poured into the medical center.
And one more example. When installing electric hobs, the Stylish Kitchens company leaves customers a booklet from the manufacturer of cleaning products for these hobs. It advertises the product and at the same time explains how to care for this device so that it lasts longer.

5. Garden furniture seller and furniture companies
The garden furniture seller established business connections with several furniture companies that specialized in sales of a different profile. He promised their sales representatives a reward for every client they referred. But the trick was not in the method of cooperation, but in mutual settlements. He paid rewards in cash personally to everyone who brought a client, while saying words of gratitude and asking them to work in the same spirit.
There is also a known practice when wedding salons work with various agencies organizing holidays for newlyweds. In general, in the wedding business, everyone cooperates with everyone, everyone is connected to each other. If you are single, you are unlikely to be able to get a decent order.

6. Two companies selling office supplies
The situation here is very interesting. Company No. 1 offered its competitor information about those clients who did not decide to place an order with them. In return, they wanted to receive 50% of the profits of those clients about whom they provided information. As a rule, if your offer does not suit the buyer, then he is unlikely to contact your company, but a competitor can still compete for him if he knows who to fight for.
As a result of such cooperation, everyone benefited. Firm No. 1 gave away “unnecessary” clients, and Firm No. 2 received potential buyers. Of course, a partner can deceive you and not say that the transactions were completed successfully, but in this case he risks that the deception will be exposed and the flow of “free” clients will end.

7. Manufacturers of related products
This alliance was between a nail polish manufacturer and a nail care product manufacturer. Both companies organized joint master classes and held meetings with distributors, where they talked about the advantages of using their products in combination. This increased sales because interested parties bought both products at once.
The varnish manufacturer even took a rather unusual and strange move - it began to cooperate with competitors, promoting their products, but in return receiving a portion of the profits. Quite an unusual practice, and few people agree to such a move. But, as we see, the decision bore fruit.

8. Supermarket and entertainment center
This alliance, in my opinion, is one of the most interesting and profitable. The city has the largest and most famous entertainment center with an ice skating rink, bowling alley, cinemas and various playgrounds. So, the cooperation consisted in the fact that when you purchased goods for a certain amount or more, you received a discount certificate for all entertainment in this center. There is a huge flow of people in supermarkets and, thus, the center received even more visitors. You might be thinking, what is the benefit for the supermarket, since they are essentially advertising their partners for free. The benefit is obvious. People tried to buy more to get a certificate. And it doesn’t matter whether they need the goods they purchase, the main thing is that they will receive a discount. According to statistics, during the month of such cooperation, supermarket sales increased by 7%, which is a very good indicator. Unfortunately, we do not have statistics regarding the growth of visitors to the entertainment center.

Business alliances: what are the conclusions?

If we draw a conclusion from all of the above, we can say that business alliances are a fairly effective way to develop a company, achieve new goals, and reach a more serious level of work. If you have a good marketing sense, know how to negotiate and work in a team, then there is a high probability that such an alliance will only benefit your company.
Modern business must be very flexible. You simply must be able to cooperate even with competitors, if it will bring profit to both you and them. You must always look into the future, understand how beneficial such an alliance will be, and whether you need it.