Reorganization by spin-off as a way to get rid of "bad" assets. Step-by-step instructions for the reorganization of an LLC in the form of a spin-off When reorganizing a commercial organization by spin-off

The reorganization of an LLC in the form of a spin-off is a set of measures aimed at the formation of one or more organizations on the basis of succession, but unlike other types of reorganization, the liquidation of the company does not occur (it continues to exist). The need to implement such a task may arise when creating a common company, expanding a business, or acquiring another LLC that has financial problems. What reorganization options are there? What are the features of performing this procedure in the form of selection? What are the milestones for 2018? Let's consider these points in more detail.

Types and features of reorganization

In the legislation of the Russian Federation, there are six forms of reorganization of an LLC:

merger. In this case, a new legal entity is formed, which assumes the rights and obligations of the companies participating in the procedure. After the completion of the process, the "smaller" participants cease to exist, and information about them is removed from the Unified State Register of Legal Entities. This form of reorganization is suitable for the liquidation of the company.
transformation. The peculiarity of the reorganization is that the LLC changes its organizational and legal form. After completion of all procedures, it becomes a CJSC, that is, a closed joint stock company.
Selection. The main difference is the preservation of the company, which acts as a donor. This liquidation option is suitable for cases where there are several owners in the company, and the existence of disagreements does not allow them to conduct a joint business.
Separation- reorganization, after which several individual companies are formed, endowed with their own rights and obligations. As soon as the process is completed, the donor ceases to exist, and information about him is excluded from the Unified State Register of Legal Entities.
Accession. In this case, a group of legal entities are combined into one company. The option is used in the process of absorption by a large company of smaller LLCs, as well as in the case of a group of enterprises merging into one holding company. All obligations and rights are transferred to the operating company.
Combined method. With such a reorganization, various methods are combined - separation, separation, merger and accession.

General algorithm of actions

The reorganization of the company, regardless of the chosen method, takes place in several stages:

Decision-making.
Informing the registration authority about the start of the process.
Entering a mark on the launch of the reorganization of the company in the Unified State Register of Legal Entities.
Print ads in the media. At this stage, information about the participants in the process, terms, as well as data on the procedure for submitting claims should be indicated.
Informing creditors by each of the participants in the process.
Transfer of securities for the reorganization of the company.
Obtaining ready-made documents that should confirm the completion of the reorganization.

It was noted above that the separation implies the creation of one or a group of LLCs with the subsequent transfer of the rights and obligations of the company (the one that is subject to reorganization) to it. This form of transformation is often used to liquidate an LLC.

Reorganization by spin-off can be done for the following reasons:

The founders of the company cannot find a common language and see further development in different ways.
There was a need for the financial recovery of LLC by separating unprofitable forms of activity.

Step-by-step instruction

Reorganization in the allocation process takes place in several stages:

Holding a general meeting and making an appropriate decision. This step is the most important in the matter of reorganization by spin-off. Here it is required to gather the founders of the society and raise the issue of its reorganization. Depending on the number of participants, a meeting can be attended by one or more people. The result of the meeting is the drawing up of minutes (decisions). In the process of discussing the situation, the following issues are considered - the conditions for the allocation of a new company, the procedure for implementing this task, the number of participants in the new LLC, and so on. You can start the procedure only if there are votes.
Inventory. The next step is to assess the value of the property that is at the disposal of the company. This procedure is mandatory in the extraction process.
Creation of a separation balance sheet - accounting paper, thanks to which a division is made between the reorganized and the spin-off company. Special attention is paid to rights, finances and assets.
Making an application. As soon as the procedures discussed above are completed, you can proceed to the execution of the application and its transfer to the Federal Tax Service and registration structures. This is required to inform the authorized bodies about the upcoming transformation. According to the legislation, the document is required to be certified by a notary, and then sent to the authorized body. Three days are given to provide a response. The key points in the statement are the first and fourth. In the first one, it is required to indicate the number of persons participating in the procedure. If the subsidiary has not yet been formed, one person must be indicated. Item number four indicates the final number of companies that will appear after the reorganization. It depends on how many divisions will be made.
Informing creditors. After registration of the reorganization in the Unified State Register of Legal Entities, creditors must be notified. This will take up to five days. In order to have evidence of data transfer on hand, it is recommended that notification be made by registered letter (subject to notification). In this case, a mandatory condition is an inventory of the transferred documents.
As soon as the information is entered into the register, it is required to report the changes made to the State Registration Bulletin. The work is done twice a month. The announcement itself must be published within 2 months.
Approval of the articles of association for each newly formed company. At the same stage, governing bodies are appointed.
State registration of newly formed LLCs. Here, amendments are also made to the statutory papers.
Informing about the reorganization of off-budget funds.

At the final stage, it remains to receive statistical codes, print and open a current account. The extraction process takes a period of 2 to 3 months. From the moment of state registration of the separated legal entities, the procedure is considered completed.

It is worth considering that the reorganization of a company through a spin-off can be complicated by a number of problems associated with litigation.

The latter may arise from the division of debt or property between creditors. In some cases, there is a forced allocation through the court after the filing of a claim by the antimonopoly authority.

What documents are required?

To carry out the reorganization by type of allocation, it is necessary to prepare the following package of papers:

Application (issued in the form P12001). It should contain information about the LLC, which will appear after the completion of the procedure, the number of founders who will work in the new organization, as well as the number of participants participating in the procedure.
Protocol (decision) on the allocation of a new LLC.
A legal act of a newly formed company that appeared after the completion of the transformation.
Decision to appoint a new body responsible for the charter.
Separation balance sheet of the new branch.
Receipt confirming the payment of state duty.
Pages of the Bulletin proving the fact that the company informed about the decision (enough copies).
Postal receipt confirming that messages have been sent to creditors.
A message from the Pension Fund of the Russian Federation that the organization has no debt. Under the law, this certificate is not necessary, but in practice its presence can significantly speed up the process.

As soon as all the papers are collected, the owner of the LLC transfers them to the registering structure. Further, the state body is given 5 days to process the information received and transfer two packages of documents. One is for the newly registered company, and the other is for the main LLC. The exact date when the processing will be completed is noted in the receipt (issued to the owner at the time of transfer of documents). If the manager cannot pick up the papers on his own, he has the right to get the job done by a trusted person or request that it be sent to the company's address. In the first case, a notarized power of attorney is required.

The subtleties of real estate transition

In order for the new company to secure the rights to existing real estate, it is required to collect and transfer the following papers:

Protocol (decision) on reorganization.
Dividing balance sheet of LLC.
The act of acceptance and transfer, which is drawn up in relation to the property transferred to the new company.
Papers securing the company's rights to real estate.
The main documents of the newly formed division. To carry out the reorganization, it is necessary to apply to the authorized body with a data package, as well as a receipt for payment of the state duty.

When reorganizing an LLC through a spin-off, you should pay attention to the tax consequences. So, if the primary company, after the completion of the process, cannot fulfill its obligations to the Federal Tax Service, you can run into trouble. In the event that the inspectors, and subsequently the court, confirm that the reorganization was carried out for tax evasion, the spun-off companies will have to pay off their own funds.

The current legislation allows mixed reorganizations, so it is possible to carry out a reorganization procedure in the form of spinning off an LLC from a JSC. Since there are no clear actions to reorganize the separation of an LLC from a joint-stock company, one should be guided by the Civil Code of the Russian Federation, the federal laws “On Limited Liability Companies” and “On Joint Stock Companies”, using the norms applicable to each stage of each organizational and legal form.

The goals of just such a reorganization may be the separation of separate lines of business, the division of assets and liabilities of the company, splitting into several legal entities in order to reduce the tax burden, and other goals, because. An LLC has a number of advantages associated with a reduction in maintenance costs, unlike a JSC, the absence of an obligation to disclose information by joint-stock companies, maintaining a register of shareholders by specialized registrars, conducting a mandatory annual audit, certifying decisions of general meetings of shareholders by notaries or registrars, and a number of other reasons.

Regardless of the goals set, it is necessary to competently, gradually and in accordance with applicable law, carry out and comply with the entire reorganization procedure in the form of spinning off an LLC from a JSC.

Let us consider in order all the stages of the procedure for separating an LLC from a JSC.

Plan (structure) for separation of LLC from JSC:

Stage one. Preliminary.
Stage two. Making a decision to hold a general meeting of shareholders with an agenda for the reorganization of the JSC in the form of a spin-off.
Stage three. Preparation of draft documents for reorganization, for their approval by the general meeting of shareholders.
Stage four. Preparation for the general meeting of shareholders. Notification to shareholders about holding a general meeting of shareholders.
Stage five. Holding a general meeting of JSC shareholders. Deciding on the separation of LLC from JSC.
Stage six. Notification of the registration authority (FTS) about the start of the reorganization procedure in the form of separation of an LLC from a JSC.
Stage seven. Notification of JSC creditors. Publication of a notice of reorganization in the form of separation of an LLC from a JSC in the State Registration Bulletin.
Stage eight. Presentation by shareholders of the demand for the repurchase of shares. Redemption of shares at the request of shareholders.
Stage nine. Reconciliation with the Pension Fund.
Stage ten. Registration of an LLC created as a result of a spin-off from a JSC.
Stage eleven. Making a seal, registering with extra-budgetary funds, opening a r / s LLC.
Stage twelve. Registration of amendments to the Charter of the reorganized JSC.

This article provides step-by-step instructions for spinning off an LLC from a JSC.

Preliminary.

You need to think about how much LLC will be allocated and how you want to see the future of the LLC.

There are no restrictions on the number of LLCs created as a result of separation from a JSC.

In case of allocation of several LLCs, for each created LLC, it is necessary to supplement each stage with a mention and actions for each created LLC.

Also, at the same time, JSC and LLC can be separated from JSC at the same time. In case of allocation of several legal entities of various organizational and legal forms, for each created legal entity (JSC and LLC), it is necessary to supplement each stage with a mention and actions for each created JSC and LLC.

To begin with, we determine the allocated LLC:

What will be the name of the LLC (full, abbreviated, in a foreign language).
Where the LLC will be located - address (location).
What will be the taxation system for LLC (OSNO or USN).
What will be the procedure and conditions for allocation.
What will be the size of the authorized capital of the LLC and how will it be formed*.
What will be the types of activities of LLC according to OKVED.
Who will be the CEO of the LLC.
Who will be a Member of LLC**.

* The authorized capital of an LLC created as a result of spin-off from a joint-stock company can be formed at the expense of retained earnings of the past years of the joint-stock company or by converting a part of the shares of the joint-stock company into shares of the LLC being created (i.e., by reducing the authorized capital of the joint-stock company).

** The legislation on joint-stock companies does not establish any rules regarding the composition of the Participants of the spin-off LLC, however, guided by the norms of the Federal Law "On Joint-Stock Companies", the shareholders (as well as the Participants) of the legal entity created as a result of the spin-off can be either all shareholders of the reorganized JSC, or as the sole shareholder (Participant) - the reorganized JSC itself.

A situation may arise when some shareholders vote against the decision to reorganize in the form of a spin-off or do not take part in the voting. In this case, such shareholders will be entitled to submit a demand for the repurchase of their shares. Because shares are redeemed at a price determined by the board of directors of the joint-stock company, but not lower than the market value, which must be determined by an independent appraiser; in preparation for the meeting, it is necessary to make an independent assessment of the value of the shares.

When an LLC is separated from a JSC, it is mandatory to conduct an inventory (part 3, article 11 of the Federal Law “On Accounting”; clause 27 of the Regulation on Accounting and Accounting in the Russian Federation). To conduct an inventory, a permanent inventory commission is created, the composition of which is approved by the head of the joint-stock company (clauses 2.2, 2.3 of the Guidelines for the inventory of property and financial obligations).

Making a decision to hold a general meeting of shareholders with an agenda for the reorganization of the JSC in the form of a spin-off.

The decision on reorganization in the form of separation of an LLC from a joint-stock company falls within the competence of the general meeting of shareholders. As a rule, the Board of Directors of a JSC convenes a general meeting of shareholders, and in case of its absence, a person endowed with such powers, specified in the Charter of the JSC. Usually this is the head (general director) of the JSC.

Preparation of draft documents for reorganization, for their approval by the general meeting of shareholders.

Because shareholders have the right to familiarize themselves with the documents before the meeting, the following projects need to be prepared:

The decision to reorganize in the form of a spin-off. It must contain:
1. the name of the created LLC.
2. information about the location of the created LLC.
3. order and conditions of selection.
4. the authorized capital of the created LLC. Its size cannot be less than the established minimum - 10,000 rubles.
5. the procedure for the formation of the authorized capital of the LLC being created, and in the case of converting a part of the shares of the JSC into the shares of the LLC, also - the ratio (factor) of the conversion.
6. an indication of the approval of the Deed of Transfer.
7. an indication of amendments to the Articles of Association of the JSC from which the separation takes place and its approval (if necessary. For example, when reducing the authorized capital of the JSC).
8. an indication of the approval of the Charter of the created LLC.
9. an indication of the person exercising the functions of the sole executive body of the created LLC (General Director).
10. an indication of the transfer of powers of the sole executive body of the LLC being created to a managing organization or manager (if necessary).
11. a list of members of the audit commission or an indication of the auditor of the LLC being created (if, in accordance with the Charter of the LLC being created, the presence of an audit commission is mandatory).
12. a list of members of the collegial body of the LLC (if, in accordance with the Charter of the LLC being created, its presence is provided).
Amendments/additions to the Articles of Association or a new version of the Articles of Association of the JSC from which the separation takes place.
Charter of the created LLC.
Transfer deed.
Important!!! The act of transfer is drawn up and approved on the date of the decision on reorganization in the form of spin-off. Despite the fact that by the time of the state registration of the LLC, these figures have changed, no additional or updated acts need to be done. For this, by virtue of the Civil Code, the Deed of Transfer must contain provisions on the succession of all obligations of the reorganized legal entity in relation to all its creditors and debtors, including obligations disputed by the parties, as well as the procedure for determining the succession in connection with a change in the type, composition, value of property, the occurrence , change, termination of the rights and obligations of the legal entity being reorganized, which may occur after the date on which the deed of transfer is drawn up.
Information about the candidate (candidates) to the executive bodies, the Board of Directors (Supervisory Board) and the audit commission (auditors) of the LLC.
Annual report, annual financial statements, last quarterly financial statements of LLC.
Report of an independent appraiser on the market value of shares.

Preparation for the general meeting of shareholders. Notification to shareholders about holding a general meeting of shareholders.

Before informing the shareholders about the holding of the general meeting of shareholders, it is necessary to obtain from the registrar the List of persons entitled to participate in the general meeting of shareholders. Such a list must be drawn up not earlier than 10 days from the date of the decision to hold a general meeting of shareholders, but not more than 35 days before it is held.

After compiling the List of persons entitled to participate in the meeting, all shareholders indicated in it must be notified of the meeting. The method of notifying shareholders is usually specified in the Articles of Association of the JSC. Unless otherwise provided, the notice of the meeting shall be sent to the shareholders by registered mail or handed over against signature. Such notice must be sent at least 30 days prior to the date of the meeting.

The notice of holding a general meeting of shareholders on the issue of reorganization of a joint-stock company in the form of a spin-off must contain:

Full company name JSC.
Location of AO.
Assembly form.
Date, time, place of the general meeting.
Date of determination of persons entitled to participate in the meeting.
Agenda.
The procedure for familiarization with the information (materials) to be provided to JSC shareholders in preparation for the general meeting, and the address where it can be found.
Start time of registration of persons participating in the general meeting.
Information on whether shareholders have the right to demand the repurchase of shares, information on the price and procedure for the repurchase.
Categories (types) of shares, the owners of which have the right to vote on all or some issues on the agenda of the general meeting of shareholders.

Holding a general meeting of JSC shareholders. Deciding on the separation of LLC from JSC.

From October 01, 2014 the adoption of a decision by the general meeting of shareholders and the composition of the persons participating in the meeting of the JSC must be confirmed by a notary or a specialized registrar. An exception to this rule is a joint-stock company consisting of a single shareholder. In this case, the decision on reorganization is made by the shareholder and signed in a simple written form.

Therefore, in order to hold a general meeting of shareholders with two or more shareholders, it is necessary to agree in advance with a notary or a specialized registrar on the date, time and place of the general meeting of shareholders, as well as on the list of documents that they need.

On the appointed day, a general meeting of shareholders is held, at which a decision is made (or not) on the reorganization in the form of separation of the LLC from the JSC. The General Meeting of Shareholders is competent if it is attended by shareholders holding in aggregate more than half of the votes of the JSC's outstanding voting shares.

To make a decision on reorganization, it is sufficient if three-quarters of the votes of the shareholders participating in the meeting are voted for it.

As a result of the meeting, two Minutes are drawn up, signed by the Chairman and the Secretary:

Protocol on voting results.
Minutes of the general meeting of shareholders.

In case of confirmation of the decisions made and the composition of the persons participating in the meeting of the joint-stock company by a notary, the notary draws up a Certificate of certification of these facts.

The minutes of the general meeting of shareholders are drawn up no later than three working days and within no more than 7 working days from the date of its compilation, provided to the registrar in the form of a copy or an extract from the minutes.

Important!!! If the JSC consists of a single shareholder, there is no need to follow the procedures for convening, holding a general meeting of shareholders, as well as certifying the decision of the JSC made by the sole shareholder, notary or registrar.

Notification of the registration authority (FTS) about the start of the reorganization procedure in the form of separation of an LLC from a JSC.

Within three working days after the date of the decision on reorganization in the form of the separation of the LLC from the JSC, it is necessary to notify the registration authority. To do this, the head of the joint-stock company from which the separation takes place certifies the form P12003 (Notice of the beginning of the reorganization procedure) with a notary and submits it to the registering authority along with the Decision (Minutes) on the reorganization.

If the documents are properly executed, in three working days the registering authority will make an entry in the Unified State Register of Legal Entities stating that the JSC is in the process of reorganization and will issue an appropriate Record Sheet about this.

Notification of JSC creditors. Publication of a notice of reorganization in the form of separation of an LLC from a JSC in the State Registration Bulletin.

Within five working days after the date of sending the notice of the commencement of the reorganization procedure to the registering body, the JSC notifies in writing the creditors known to it of the commencement of the reorganization.

And after making an entry in the Unified State Register of Legal Entities about the beginning of the reorganization procedure, twice with a frequency of once a month, publishes a notice of its reorganization in the State Registration Bulletin.

In the case of the formation of the authorized capital of an LLC created as a result of the spin-off of an LLC from a joint-stock company by converting a part of the shares of the joint-stock company into shares of the newly created LLC (i.e., by reducing the authorized capital of the joint-stock company), it is necessary to indicate in the notice for publication information about the decrease in the authorized capital of the joint-stock company and its new size.

Presentation by shareholders of the demand for the repurchase of shares. Redemption of shares at the request of shareholders.

Shareholders have the right to demand redemption by the joint-stock company of all or part of their shares if they voted against the decision on reorganization or did not take part in the voting. Shareholders' requests for share repurchase must be submitted within 45 days from the date of the decision on reorganization.

The JSC must redeem the shares from the shareholders who submitted a redemption request within 30 days.

The redemption of shares by the company is carried out at a price determined by the Board of Directors of the JSC, but not lower than the market value, which must be determined by an independent appraiser.

Reconciliation with the Pension Fund.

Within one month from the date of approval of the Transfer Deed (the date of the decision on reorganization), information about the insured persons must be submitted to the FIU. It is advisable to conduct a reconciliation with the Pension Fund of the Russian Federation on the absence of any debts in terms of submitted reports and obtain the appropriate Certificate, which is provided along with the documents for registration of the LLC being created.

The registering authority, in the process of reviewing documents on registration of reorganization in the form of spinning off an LLC from a joint-stock company, will in any case ask the FIU about the existence of debts for personalized accounting and, in the event of a negative response from the FIU, will issue a refusal to state registration of the LLC being created.

Registration of an LLC created as a result of a spin-off from a JSC.

Documents for the state registration of an LLC can be submitted to the registering authority no earlier than 3 months after the entry in the Unified State Register of Legal Entities about the start of the reorganization procedure.

Application for state registration of a legal entity created by reorganization (form P12001), certified by the head of the JSC from which the separation takes place.
Charter of the created LLC - 2 copies;
Transfer deed.
A document confirming the submission to the territorial body of the Pension Fund of the Russian Federation of information in accordance with paragraphs. 1 - 8 p. 2 art. 6 and paragraph 2 of Art. 11 FZ of April 1, 1996 No. 27-FZ and in accordance with Part 4 of Art. 9 of the Federal Law of April 30, 2008 No. 56-FZ
Receipt (payment order) of payment of the state duty in the amount of 4,000 rubles.
Notification of the transition to the simplified tax system, if the LLC is going to apply this type of taxation system (you can submit it not immediately, but within 30 days after the registration of a new LLC).

It is not required to submit a decision on reorganization to the registering authority.

The term for state registration of an LLC created as a result of separation from a joint-stock company is 5 business days.

Based on the results of positive state registration of an LLC, the registering authority issues:

Sheet of entry on state registration of LLC.
The record sheet on the reorganization of the joint-stock company from which the spin-off took place.
Certificate of tax registration of the established LLC.
Charter of the created LLC.

Making a seal, registering with extra-budgetary funds, opening a r / s LLC.

After receiving the documents on registration of an LLC, it is possible to make an LLC seal (Information on the presence of a seal should be contained in the charter of an LLC).

Registration of the created LLC in non-budgetary bodies - the Pension Fund of the Russian Federation and the Social Insurance Fund of the Russian Federation - occurs automatically. After registration with these funds, the Notification is usually sent by mail to the address (location) of the LLC. This is not always the case, therefore, in order not to wait, you can independently or by proxy receive these Notices at the appropriate territorial office.

Statistics codes are also assigned automatically and printed from the Rosstat website.

For the created LLC, a current account is opened in the selected bank. There are no deadlines for opening a bank account from the moment the LLC is registered.

Registration of amendments to the Charter of the reorganized JSC.

If the decision on reorganization in the form of separation of the reorganized JSC provides for any changes in the Charter of this JSC, after the reorganization procedure, appropriate changes must be made. As a rule, this may be due to a decrease in the authorized capital of a JSC or a change in any provisions of the Charter.

In the case of the formation of the authorized capital of an LLC created as a result of the spin-off of an LLC from a joint-stock company by converting a part of the shares of the joint-stock company into shares of the established LLC (i.e., by reducing the authorized capital of the joint-stock company) - a certificate of redemption of a part of the shares must be obtained from the registrar, and also submitted within 30 days from the date of state registration of the LLC with the Central Bank of the Russian Federation Notification of the redemption of part of the shares in connection with their conversion.

The following are submitted to the registration authority (FTS):

Application for state registration of changes made to the constituent documents of a legal entity (form P13001), certified by the head of the reorganized JSC.
Decision on the reorganization of a joint-stock company, which provides for the introduction of amendments to the Charter of the reorganized joint-stock company.
Charter (changes or additions to the Charter) of the reorganized JSC - 2 copies;
Receipt (payment order) of payment of the state duty in the amount of 800 rubles.
A copy of publications in the State Registration Bulletin as evidence of notification of creditors in case of a decrease in the authorized capital of the JSC.
A copy of the registrar's certificate on the redemption of a part of the JSC shares.
A copy of the Notification of the Central Bank of the Russian Federation on the redemption of a part of the JSC shares.

The term for state registration of amendments to the Charter of the reorganized JSC is 5 business days.

Based on the results of positive state registration of amendments to the Charter of the JSC, the registering authority issues:

Sheet of entry on state registration of changes made to the Charter of the JSC.
Charter (changes or additions to the Charter) JSC.

Legal agency "KB Egida" has many years of experience in reorganizations, including mixed reorganizations of various organizational and legal forms. We know exactly the entire reorganization procedure in the form of separation of an LLC from a joint-stock company and we have a successful experience of registered such reorganizations.

The article will touch upon the main points concerning the reorganization process. What it is, what is the form of selection and how to carry it out - further.

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

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

It's fast and FOR FREE!

A legal entity has the right to change the form of activity and type of organization. A process such as reorganization will help in this.

What do you need to know about it, how to plan and conduct everything? Without basic knowledge, you can make a lot of mistakes.

Basic Information

Many entrepreneurs worry about their business, trying to save it or get around the requirements of the Legislation (which is not very successful).

In order not to stop the activities of the organization, you can reorganize it. One of the forms, selection, is the most common.

What it is

Reorganization is the termination of the activities of a legal entity, which is accompanied by succession.

As a result, one or more new enterprises appear, which must retain the rights and fulfill the obligations of the old company.

The decision on this transition is made by the founder of the company and the owner. During the reorganization, a legal entity is not obliged to repay its obligations, they are transferred to the successor.

He, in turn, accepts them in full and has no right to refuse them. During the process, it is drawn up. What does he represent?

The law does not establish a clear structure for its drafting. The only requirement is that the balance sheet must contain basic information about the succession (its provisions).

Be sure to indicate the amount of debt that passes to the new organization. There is also no approved form for compiling a separation balance sheet.

However, the accountant must take a responsible approach to its design and paint each figure. The following documents must be attached to it:

inventory statement;
a list of property, rights and obligations for each company (assets, debts, financial investments, etc.);
transfer agreements;
other obligations.

In other words, the separation balance sheet is an accounting report. It is also necessary to indicate which right passes to a particular participant.

Spin-off is one of the forms of reorganization, on the basis of which a new company is opened with an independent organization.

All rights and obligations of the reorganized organization pass to it. There may be one company or several.

It may be needed in several cases:

The selection process has its own characteristics:

Selection requirements:

These changes are possible only if there are orders from the head of the new organization.

What is the purpose of the

The reorganization of society avoids a crisis or loss of business.

It is carried out with the aim of:

Distribute business.
Restructure assets.
Combine business.
Withdraw assets.
Transfer shares when direct transactions are prohibited.
Optimize the taxation process.

Also, the allocation process is carried out in order to improve the management of the enterprise, that is, to increase its efficiency.

In this case, branches become independent. This process involves the opening of new enterprises, without the liquidation of the old one.

Current regulations

The reorganization process can be carried out only on the basis of the Civil and Tax Code of the Russian Federation, other regulations.

By following their requirements and instructions, you can carry out this process without problems. Laws regarding the spin-off of an LLC:

This Federal Law is called "On Limited Liability Companies".

The assignee must continue to pay taxes. This is mentioned in.

The procedure for reorganization by spinning off an enterprise

The process of reorganization of a company can be carried out both voluntarily and by a court decision. In the second case, this happens in order to support competition.

You must comply with this requirement, observing all the conditions. The term for this is at least six months.

September 1, 2020 entered into force regarding changes in legal entities, especially various non-profit organizations. According to the Law, SNT is converted into TSN.

Deal Structure

Selection is the most complex form of transformation. It takes a long time to reorganize, companies are not liquidated. The terms of the deal are also slightly different from other types.

The main role is given to succession. In the process of allocation, each participant is assigned certain rights according to the separation balance sheet.

That is, all property is received by the successor and the company being created. Succession is manifested in transactions, the purpose of which is to assign part of the rights and partially transfer debts.

Decision-making

As soon as the enterprise has decided to reorganize, it is necessary to convene a meeting of all shareholders of the institution. Participants decide on the transformation, approve the conditions and procedure for this process.

It should be noted that making a decision is not the initial stage of reorganization. First of all, it is necessary to develop a process plan, evaluate property and assets, and prepare documentation for examination.

A plan is necessary for the successful conduct of the process. Thanks to him, the conditions and requirements of the Law, the deadlines are observed. The main condition is that all participants must vote for the reorganization.

Step-by-step instruction

The process of transformation by the selection method takes place in several stages:

The meeting of participants at which the resolution on the transformation is adopted	At this stage, it is also necessary to distribute responsibilities between all participants, determine the timing of the process, and divide the capital. It is important to include all information in the protocol
Inventory	During which it is necessary to evaluate the property of the organization and shares
Separation balance sheet	An accounting document that makes it possible to divide finances, rights for everyone
Contacting the tax office	This service must be notified of the reorganization that has begun. Term - 3 days
Submission of information to creditors and repayment of obligations to them	To do this, it is necessary to draw up a written notice and send it within 5 days.
Announcement in the State Registration Bulletin	This must be done within 2 months.
Execution and approval of the Articles of Association for each person of a legal type that is allocated	As well as the appointment of governing bodies in each of them
Registration of society and documents	in which there have been changes
Sending notifications to all Extrabudgetary Funds	Pension Fund, Social and Health Insurance, Federal Tax Inspectorate
Production of the seal of the newly created organization	Opening a new bank account, obtaining a code

For registration, you must provide the following documents:

photocopies of documents with the changes made;
protocol on the election of an executive body;
a copy of the document confirming registration;
certificate of registration with the tax authorities;
extract from the register of legal entities;
notifications from off-budget funds (photocopies);
contact person information.

This list of documentation will be required for the organization that will be converted.

List of documents for the created society:

name (in full form, abbreviated);
a certificate indicating the legal address;
amount of capital;
types of proposed activities;
form of taxation - full or;
information about the leader;
branch of the bank where you plan to open an account;
information about all founders and their share.

In some cases, other documents may be required. A company that is in the process of reorganization in the form of a spin-off must be registered within 2 months.

After registration, the process is considered completed.

Drawing up a protocol

The protocol is drawn up if there are several owners. This document displays information on the procedure for holding a meeting of shareholders, what results they came to.

As soon as the decision on allocation is made, it is necessary to apply to the registration authorities within 3 days with a photocopy of the protocol.

Frequently asked Questions

Due to frequent changes in legislation, legal entities have questions regarding reorganization.

Is it possible to exchange shares?

When deciding to reorganize the organization, an exchange of shares is possible. It is carried out between the participants of the reorganized enterprise.

Otherwise, the only member of the society that will emerge will be the society to be transformed.

If the spin-off of a new legal entity

If a new limited liability company is allocated, then it is subject to full registration. In this case, the payment of a fee is obligatory, its size is 4 thousand rubles.

A company that has not been registered has no right to continue its activities. Thus, transformation in the form of selection is not an easy process that requires responsibility and attention.

It differs from other forms in that the reorganized institution does not stop its activities, and the enterprises created by it become independent.

Among the five forms of reorganization permitted by law, the separation is distinguished by a unique feature - in the process of transformation, not a single company is liquidated. This method can be safely compared with the birth of a living being: the "parent" organization separates part of its property, on the basis of which a new legal entity (one or several) arises.

The separation is called civil legislation (Article 57 of the Civil Code of the Russian Federation) among the ways of reorganizing a legal entity. The method closest to it is division.

Only one organization can enter the selection procedure, but the output is at least two. From one to an unlimited number of companies can stand out.

At the same time, the fundamental difference from division is that the “parent” company does not cease to exist as a result of spin-off. It is considered reorganized from the moment of state registration of the emergence of new companies, but does not lose its main legal attributes (name, PSRN, TIN, statistics codes, permits and licenses, contractual relations with counterparties).

The normative regulation of the reorganization procedure has not been unified to date, in other words, the norms are found in several different (including specialized) legal acts. So, in addition to the Civil Code, when entering into the reorganization procedure of any form, one should be guided by: the Law on JSC (208-FZ), the Law on LLC (14-FZ), the Law on State Registration of Legal Entities and Individual Entrepreneurs (129-FZ), the Law on Protection of Competition (135-FZ).

The main difference between spin-off and division is that in this case the “parent” company continues to exist.

Possible reasons for reorganization by allocation method

Separation, as well as separation, can serve to achieve the following economic and managerial goals:

separation of certain areas of the organization's activities (simplification of economic relations, document flow, management hierarchy, etc.);
demonopolization of the market (sometimes the reorganization-division is initiated by authorized state bodies, for example, the Federal Antimonopoly Service);
settlement of the conflict of interests of the owners (by separation, some of the founders can realize their own intentions that are different from the rest).

Separation, as an alternative method of transformation to separation, involves a much larger amount of work, significant financial costs and a complete "zero" of the main attributes of the company. After all, each of the newly created legal entities begins its activities “from scratch” - receives a TIN, statistics codes, licenses, etc., accepting only property and obligations as “inheritance”.

When choosing between methods of reorganization, one should not forget about the established business reputation. If it is positive and there is a desire to keep it, highlighting is more suitable. When, on the contrary, the goal is to get rid of a negative image, it is better to choose separation.

One of the reasons for the separation of the company is internal managerial disagreements.

Steps in the extraction procedure

The reorganization of the company, regardless of the chosen method, includes many stages. Each of them is designed to ensure the observance of the interests of any of the group of persons interacting with the companies participating in the process - founders, employees, counterparties, government agencies, etc.

The composition and sequence of stages of reorganization-allocation are as follows:

Legal fixation of the will of business owners - holding a meeting of a body authorized by the statutory documents with the preparation of a protocol.
Notification of the desire to transform the tax service and other interested government agencies.
Publication of a notice on the reorganization, its form, data on participants and conditions for filing claims in a special publication.
Individual notification of each acting counterparty.
Alert employees who change employer as a result of the event.
Requesting permissions from authorized state bodies - if necessary.
Conducting inventory and registration of transfer documentation.
Holding a council of participants in newly formed (spun off) organizations, electing executive bodies, approving statutory documentation.
Preparation of a package of documents for state registration, payment of state duty, notarization of the applicant's signature on the application.
Direct state registration.

The reorganization procedure is quite lengthy and even somewhat unpredictable in terms of timing. Depending on whether additional approvals are needed, whether claims are made by creditors, its duration can vary from two months to a year.

To successfully go through the separation procedure, you need to stock up not only with patience, but also with a good corporate lawyer

Meeting of the owners of the company being divided

The start of the separation procedure is given by the adoption of an appropriate decision by the owners of the organization being divided. The competent body in resolving this issue is determined depending on the organizational form of the company entering the procedure, the number of its participants. So the solution could be:

sole (if the owner is one) or collegiate;
in an LLC, such issues are referred to the competence of the board of participants, in JSC - to the board of shareholders.

The minutes of the meeting must contain:

information about the date, place of the meeting, composition of its participants;
information about the agenda of the meeting with the obligatory indication of the issue of reorganization in the form of separation;
a description of the course of the meeting, indicating the persons who raised the issue and information on the distribution of votes of the participants;
information about the final decision (selected form of reorganization, basic conditions, procedure, responsible officials, etc.).

The minutes of the meeting (or the decision of the sole proprietor) are submitted as part of the package of documents for state registration of the company's transformation.

Regardless of the chosen form of reorganization, the minutes of the meeting are drawn up according to the rules of business minutes of the meeting

Notification of state bodies about the entry into the transformation procedure

An obligatory stage of any kind of reorganization is sending a notice of intent to transform into the tax office and insurance funds (PFR and FSS).

After receiving a notification of entry into the reorganization procedure, the tax inspector enters information about this in the Unified State Register of Legal Entities. During the period of reorganization, the IFTS has the right to conduct a tax audit of the reorganized company. The insurance funds will conduct final mutual settlements with the reorganized company.

The notification of the Federal Tax Service is drawn up in a special form - C-09-4, approved by order of this service. The deadline for sending a notice is five days from the date of the decision to reorganize.

The Federal Tax Service has developed a special and mandatory form for reporting on reorganization (the chosen method of reorganization does not matter from the point of view of the form)

Publication of allocation data and individual notification of creditors

Any transformation of a company entails a change in the size of assets, which can quite naturally affect the ability to fulfill its financial obligations. That is why the law provided for a reliable mechanism for protecting creditors - it is spelled out in Art. 60 GK.

Each creditor who has learned about the reorganization of his debtor has the right to file a demand for early performance of the obligation or for the termination of the agreement that established it, with applicable all relevant penalties. Banks especially often use this right, so a number of conditions for such a case often contain loan agreements.

The publication of the announcement of the spin-off is the first stage in the observance of the interests of creditors. It is assumed that it is from the publication that they learn about the form, timing and order of transformation. The announcement is submitted to a specialized publication - "Bulletin of state registration of legal entities" - twice, with an interval of a month.

Two publications on the reorganization should be released one month apart

The moment of publication of the last announcement determines the beginning of a very important period - creditors can submit their claims within 30 days. After the expiration of this period, the claims are considered not declared and all obligations of the reorganized company remain in effect under the same conditions, and some of them pass by way of succession to the new legal entity.

Although the legislation does not directly provide for individual notification of creditors, the requirement for this may be contained in the terms of contracts concluded with them. Therefore, in order to avoid the application of penalties in the future, before entering into the reorganization (spin-off) procedure, you should carefully study the terms of all existing agreements, or better, personally notify each counterparty.

The message to the counterparty about the upcoming transformation must contain the following information:

a message about the chosen form of reorganization (in this case, spin-off);
general data on the companies formed as a result of the spin-off, in particular on the one to which the obligation to a particular creditor will be transferred by way of succession;
the procedure and terms for filing the creditor's claim, if any.

Regardless of the form of reorganization, the notification of creditors consists of the same elements

Entering into the reorganization procedure, the founders should be prepared not only for the planned outflow of capital. After all, if creditors declare their claims, a large amount of obligations may need to be fulfilled unexpectedly and ahead of schedule.

Team Warning

A change of employer for a certain part of the team of employees (and this is exactly what will happen as a result of the spin-off) means a change in the essential conditions for each of the workers moving into the newly created firm. In accordance with labor legislation, the employee must be notified of such changes one month in advance. At the same time, he has the right to either agree to continue working in the new conditions, or refuse.

The employer does not have the right to dismiss an employee on his own initiative in connection with the reorganization (Article 75 of the Labor Code of the Russian Federation).

If an employee refuses to work in a newly created company, he must be dismissed after the expiration of the warning period (that is, after a month) under Art. 77 of the Labor Code of the Russian Federation.

Employees should be notified of the reorganization in advance (no later than 1 month before the date of state registration)

Getting approvals

The reorganization of some companies, regardless of the form they choose, is impossible without the consent of the authorized state services. For example:

if, as a result of the transformation, a company with a capital of more than 6 million rubles is formed, the approval of the antimonopoly service is required;
if a financial organization is being reorganized, the permission of the Bank of Russia cannot be dispensed with;
if a budgetary institution is subject to reorganization, a decision of the Government will be required.

Formation of transfer documentation

The only basis for the transfer of rights and obligations in the framework of the reorganization-allocation is a deed of transfer - a document containing a list of transferable assets and liabilities. However, compiling it "on the fly" will not work. Before this, it is necessary to conduct an inventory and draw up a separating balance sheet.

The separation balance sheet must contain information on the shares in accordance with which the property of the "parent" company is divided

Inventory is an annual event, the purpose of which is to reconcile the documentary and actual availability of property and liabilities.

The form of the transfer deed is not currently regulated by law. Therefore, in practice, there are two options for the design of the document in question:

An important condition for compiling a “problem-free” transfer document is the definition in it of the procedure and conditions for determining the assignee for those obligations that are not reflected in it (either due to inattention, or due to the fact that they arose later than the act was drawn up).

The transfer document must be approved by the body of the reorganized legal entity that made the decision on the transformation.

Holding meetings of owners of newly created legal entities

Before registering a new company, it is necessary to approve its constituent documents (charter) and elect executive bodies. It is for these purposes that a meeting of founders is held, because the charter of a newly formed legal entity is a mandatory document as part of a package for registering a reorganization-spin-off.

Submission of documents and state registration of separation of the organization

The list of documents for state registration of the reorganization is headed by an application of a special form. Since no firm is liquidated during spin-off, but only new ones arise, the application is submitted in the form P12001. It should be noted that the applicant under the document must be an official who has the right to represent a newly created company without a power of attorney (as a rule, a director). His signature on the application is notarized.

Photo Gallery: Statement P120001

Page 1 contains columns for the name (full and abbreviated) of the newly created enterprise Page 2 contains columns for specifying the legal address, the form of reorganization, the size of the authorized capital Page 3 - information about the legal entity being reorganized Page 4 is for these founders-legal entities Page 5 - information about the founders - individuals Page 6 - continuation of page 5 Page 7 is designed to declare the types of economic activities planned for implementation by a newly created legal entity Page 8 - general information about the identity of the applicant Page 9 - continuation of page 8 Page 10 - applicant's signature, notary certification

The presence of the director is obligatory only at the notary office, any representative of the company can submit documents to the tax office by proxy.

The package of documentation for state registration (except for the application) is as follows:

decision on reorganization (minutes);
transfer document;
constituent documentation, certificate of state registration of the reorganized company;
constituent documentation of new legal entities;
evidence of publication of the spin-off announcement and notification of counterparties;
permits for allocation from authorized state bodies (if necessary);
receipts or payment orders confirming the payment of the state duty (4,000 rubles for each newly formed legal entity).

State registration of the allocation is carried out within five working days. After this period, in the division of the Federal Tax Service, you can pick up documents for a new legal entity, no title documents (for example, certificates) are issued for the old (subjected to transformation).

When allocated, the final financial statements are not compiled, but an introductory one is drawn up - for a newly created organization.

Allocation is one of the variants of reorganization-division, somewhat easier in comparison with division. A feature of the allocation is the absence of liquidation of organizations, as an obligatory element of all other methods of transformation of legal entities permitted by law. The rest of the separation takes place according to all the rules of the reorganization procedure.