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Consolidation by merging. Hidden tax potential

) a deed of transfer is formed - one of the main documents both in case of a merger and in case of accession. The timing of the inventory can stretch from two weeks to a year, depending on the size of the company, as well as the characteristics of its property complex (number of objects, their condition, specifics). The number of personnel involved in this procedure and the level of additional costs depend on the same factors.

Simplification of the financing scheme. It is much easier and faster to redistribute funds within one company. The period of their turnover is reduced, there is no need to accrue interest on intragroup loans. Prior to takeover, as a rule, profitable subsidiaries finance unprofitable ones. Interest is charged on loans issued, which, from the point of view of tax authorities, represent additional income. Although unprofitable companies do not pay income tax, including this interest in expenses, however, in the whole group, an overpayment of this tax occurs.

Reducing paperwork. After the reorganization in the form of affiliation, the requirements for registering movements on account 79 are simplified. In addition, the number of contracts is reduced, because instead of several contracts that subsidiaries entered into with each of the suppliers, only one is required. This eliminates the need to generate documentation on all transactions with interdependent subsidiaries in accordance with the requirements of transfer pricing legislation, since all relationships remain within the same legal entity.

Coverage of current losses. Possibility to use the losses of the past periods of the affiliated companies. Depending on their amount, the company may not pay income tax at all for some time.

Savings on administrative costs. When reorganizing in the form of accession, as a rule, the number of administrative staff is reduced.

What are the risks associated with a reorganization in the form of a merger and acquisition

When choosing between a reorganization in the form of a merger or takeover, it is important to take into account the associated risks, including tax and licensing risks.

accession. Company "A" joins "B", as a result of which the assets and liabilities of the latter are transferred to it, "B" is liquidated;
merge. Both companies "A" and "B" are merged into the newly created enterprise "C", all their assets and liabilities are transferred to it. "A" and "B" are eliminated.

Select a main company. First of all, it is necessary to determine the leading legal entity, that is, the company to which all the others will join. The complexity of the process depends on a competent choice. Main criteria:

availability of real estate. There is no succession to this asset, so you will have to re-register it to a new legal entity. This is expensive and can take a long time. Therefore, it is better to leave the company - the owner of the property;
operating activities. As a rule, real estate owners do not conduct operational activities, therefore, if you choose their enterprise as the main one, you should first calculate the cost of reconfiguring all accounting systems (if necessary) and compare it with the costs of re-registering real estate, and then make a decision;
availability of loans. For banks, transferring a loan to a new legal entity is, in fact, issuing a loan again, if rates have increased during this time, then you can get an increase in the cost of loans “out of the blue”. Therefore, it is necessary either to conduct long and complex negotiations with banks, or (which is better) to leave the "surviving" company - the holder of loans.

Evaluate accounting systems. It is necessary to find out whether it is necessary to refine the accounting systems of reorganized companies and how significantly. For example, if a company with branches is formed as a result of reorganization, and its current accounting system does not support branch accounting, then the latter needs to be improved. And this is a very time-consuming and costly process that must be started before the reorganization, planning so that by the end of it everything is already working. Otherwise, you can disrupt the deadlines for reporting and calculating taxes. Therefore, it is worth comparing the old and new organizational and legal structure.

Check operating systems. It is worth checking whether they can be modified in such a way as to make the transition to a new scheme of work almost imperceptible. And besides, check whether the work can be planned so as to complete them before the end of the reorganization, avoiding a stop to the main activity.

Motivate key employees. This is primarily necessary for the successful completion of the reorganization. As a rule, these are the people who will be fired after joining or transferred to other, more low positions(for example, chief accountants of merging companies). Therefore, it is worthwhile to think over the system of their motivation in advance so that employees do not leave during the reorganization, but are finalized before its completion.

Notify key contractors. If there are key suppliers (buyers), then after joining, the document flow with them will fundamentally change, so they should be warned about the reorganization in advance so that later no one will have unpleasant surprises.

Alexandra Ozeryanova, Chief Financial Controller of the Rolf Group of Companies

with employees who are planned to be fired after the reorganization. The difficulty is that these same employees are necessary for its successful(for example, CEOs, chief accountants), so it is necessary to think over the motivation system so that they do not leave in the middle of the process and bring the work to the end. For example, in one of the companies, specialists were asked to pay three salaries. And since the end of the reorganization was in June, it turned out to be a paid three-month vacation, which was enough to retain employees;
with untimely debugging of the IT system. For example, the process of transferring balances to a new accounting database, if not automated, can paralyze the work of the entire company. Therefore, this point should be given special attention. It is important to plan the reorganization so that its activities do not slow down the main activities of the company, and employees can simply switch the system to a new legal entity by pressing a button and receive new powers of attorney;
with amendments to the articles of association. For example, it is worth remembering that they cannot be done during the reorganization. Therefore, it is important to make changes before it starts. And besides, if necessary, all branches must be opened in advance;
with receipts Money to the settlement accounts of the reorganized company. It is important to agree with banks that when they receive a certificate of liquidation, they do not automatically close these accounts, because they may receive money for some time;
with fund contributions. Before reorganization, it is worth deciding whether the company retains recourse on contributions to funds or not. Practice on this issue is contradictory. If you decide to save, then you need to be prepared for the fact that in in electronic format it will not be possible to submit reports to the funds (their system will give an error). You will have to go to each fund for the proceedings;
with tax balances on personal accounts of enterprises liquidated in the course of reorganization. The process of transferring them to the personal account of the “surviving company” is not fast, and something is often lost during it, and this should be foreseen in advance.

No. p / p	Name of the event	Executor
	Obtaining the consent of the credit institution, if it is necessary in accordance with the contractual terms	Treasury Department
	Inventory of property and liabilities of all companies involved in the reorganization	Accounting

If you decide to merge your company with competitors and thereby increase productivity and income, then reorganizing an LLC through a merger is suitable for you. The merger procedure is a lengthy process, since it is necessary to collect a package of documents for each company separately and common for the resulting legal entity. But first you need to sign an agreement on the merger of LLC with future partners. Below is an instruction on what steps you need to go through on the way to the merger and in what order.

Features of the reorganization

The reorganization of an LLC in the form of a merger is the liquidation of legal entities as independent ones and the formation of a new limited liability company. As a result, the new company assumes the obligations and rights of all merged limited liability companies.

A reorganization through a merger can be equated with liquidation, as old companies completely cease to operate. Merger reorganization is suitable for loss-making companies that, by merging, will be able to continue their activities more successfully.

Any form of legal entity can be liquidated by merger, but if the company's asset at the end of the last reporting period exceeded 6 million rubles, then permission from the antimonopoly service is required. You will also have to go through the antimonopoly service if your business is connected with the financial market.

If the company's asset at the end of the last reporting period exceeded 6 million rubles, then permission from the antimonopoly service is required.

The reorganization process is carried out in accordance with Ch. V "Law on LLC" and art. 57 of the Civil Code of the Russian Federation.

step by step

Like any reorganization, the merger of several LLCs is carried out in the following stages:

A general meeting of the founders of the merging companies is convened. The agenda of the meeting puts the question of the upcoming reorganization through a merger: how the exchange of shares of the founders will take place, at what time the process will take place, its timing. We recommend writing down the decision terms of 6 months or more, as the process of registration and verification may take time. The result should be minutes of the meeting from each company. If the founders in the companies are one at a time, then a common written decision is simply drawn up.
Form 14001 is an application for reorganization, which is sent to the tax authority at the place of registration of companies. In the Pension Fund, you need to take certificates of the absence of debts from companies.
For the final merger, it is necessary to prepare a new legal address and constituent documentation for the resulting company.
An announcement about the forthcoming reorganization of each company is submitted to the Public Bulletin magazine separately. Creditors are additionally sent letters of notification of the upcoming liquidation. If creditors agree to continue doing business with a newly formed legal entity, then contracts with them are renegotiated for new company. If you want to terminate all relations with you, you must immediately make payments.
The transfer of all rights, obligations and material base of companies is formalized.

Final package of documents

Signed merger agreement.
Payment of the state fee for registration of a new legal entity.
Confirmation legal address(lease agreement, certificate of ownership of non-residential premises).
Charter of the new LLC.

Companies in liquidation are required to:

Charters.
Decision from one founder or minutes of the general meeting from several partners on the merger.
LLC registration certificate.
Extract from the Unified State Register.
Certified photocopies of passports.
TIN of the head or all founders.
Companies' balance sheet for the last reporting year.
List of third parties (debtors, creditors).
Transfer deed.
Certificate from non-budgetary funds stating that legal entities in liquidation have no debts.
Company registration certificate.
Written decision on the appointment of the head.
A photocopy of the announcement from the "Bulletin" about the upcoming liquidation.

A more accurate list in your region can be clarified with the tax authorities. For each region, the list can be supplemented.

It will take you about 3-4 months to collect documents, so the process of reorganization by merging cannot be called fast. But if you fulfill all the conditions in accordance with the law, then in six months you will become the founder of a new LLC.

A merger in modern legislation is recognized as the creation of a new company with the transfer to the created legal entity all rights and obligations of the reorganized companies with the termination of the rights and obligations of the latter. The companies participating in the merger cease their activity and existence.

Very often, a merger is called an "alternative liquidation", since it is a way for unprofitable companies to go out of business with minimal losses (since the registration of a new legal entity, the merged organizations cease to exist).

Any legal entity can be reorganized in the form of a merger, but in some cases the merger of organizations is carried out with the prior consent of the antimonopoly authority:

1) if the total value of the assets of the merged organizations according to the balance sheets as of the last reporting date preceding the date of submission of the application exceeds 3 billion rubles. rubles;

2) if the total value of the assets of the merged financial institutions according to the latest balances exceeds the amount established by the Government of the Russian Federation.

Tax consequences of the reorganization of a legal entity in the form of a merger

Do not forget that the newly created legal entity as a result of the merger is the legal successor of the merged organizations, respectively, it bears all civil and tax rights and obligations of the liquidated organizations in accordance with the deed of transfer. It is the successor who is responsible for paying taxes, fees, penalties, as well as fines of organizations that have ceased to exist.

Order of reorganization by merger

The process of merging legal entities is a laborious process that requires special knowledge, skills and abilities. Practice shows that it usually goes through several stages:

1. Selection of participants in the reorganization process by merger (usually two or more legal entities with different locations).

2. Making a decision on reorganization. The general meeting of each company participating in the reorganization in the form of a merger makes a decision on the reorganization, which approves:

Form of reorganization;
- merger agreement;
- charter of the company;
- deed of transfer.

The following points are stipulated in the merger agreement in accordance with the Law:

The order and conditions of the merger are determined;
- specifies the procedure for the exchange of shares in authorized capital of each reorganized company for shares in the authorized capital of the company created by merging;
- terms and procedure for appointment of the general meeting of participants (shareholders) of the company created by reorganization.

3. Notification of the beginning of the reorganization through the merger of state registration authorities.

4. Choice of the place of registration of a legal entity created by merger. Registration of an organization created by merger is carried out by the registering authority, which controls the territory of the place of registration executive body one of the reorganized legal entities.

5. Preparation for the reorganization process:
a) notification of the Federal Tax Service Inspectorate of the start of the reorganization process (making an entry in the Unified State Register of Legal Entities about the start of reorganization through a merger);
b) publication in the media of a message about the reorganization of a legal entity through a merger (twice with a frequency of once a month);
c) notification of creditors about the forthcoming reorganization;
d) drawing up a separation balance sheet and a transfer deed;
e) payment of state duty.

6. Submission of documents to the IFTS.

When registering a legal entity created in the form of a merger, the Federal Tax Service on the basis of decisions on state registration a legal entity created by reorganization in the form of a merger, and state registration of the termination of the activities of reorganized legal entities:

Makes an entry in the Unified State Register of Legal Entities on the creation of a new organization and the termination of the activities of the merged ones;
- notifies the registration authorities at the place of their location about the termination of the activities of the reorganized legal entities;
- sends copies of the decision on state registration of the termination of the activities of reorganized legal entities, an application for registration by reorganizing a new organization and an extract;
- issues to the applicant documents certifying the introduction of amendments to the Unified State Register of Legal Entities;
- informs about the registration by means of reorganization of the legal entity to the registering body at the location of the newly created legal entity and sends him the registration file.

7. Completion of the reorganization process through a merger (from the moment of registration of a legal entity).

The list of documents required for submission to the IFTS upon reorganization by merger:

1. Application Form P12001.
2. Constituent documents each legal entity arising as a result of the reorganization (originals or notarized copies of documents: certificates of TIN, PSRN, charter, statistics codes, order for the appointment of the CEO, changes, extract from the Unified State Register of Legal Entities).
3. The decision to reorganize the company through a merger.
4. Decision on the creation of a legal entity arising from the reorganization of a legal entity through a merger (approval of the charter of a newly created legal entity).
5. Evidence of publication in the media (copy).
6. Merger agreement.
7. Deed of transfer.
8. Receipt of payment of the state duty for registration.
9. Receipt of payment of state duty for copies of constituent documents.
10. Certificate of no debt to the pension fund.
11. Request for a copy of the articles of association.

Terms of reorganization by merger

A variety of factors influence the duration of the reorganization through a merger: firstly, the size of the legal entities being reorganized (it was already mentioned above that the merger of certain companies occurs only with the consent of the antimonopoly authority, the procedure for merging financial organizations is complicated); secondly, the issue of appointing an on-site audit is left to the discretion of the Federal Tax Service Inspectorate, while a specific deadline for the audited tax period is not specified; thirdly, if a joint-stock company is being reorganized, after registering a new legal entity, the issue should be settled with securities. Of course, these are the most common reasons why the merger of organizations is delayed instead of the prescribed 2-3 months to 5-6 months, all of them, unfortunately, cannot be foreseen, since in legal practice each situation is unique and peculiar in its own way. The standard term for reorganization through a merger is up to 3 months.

FSS "Financial Director"

Why is this solution useful? : If the owners planned a merger, the task financial director - draw up a budget for the costs of preparatory work, reorganization and post-reorganization activities. To avoid mistakes and costs beyond plan, study the procedure and mandatory conditions reorganization in the form of a merger.

Advantages and disadvantages: The solution will be useful not only for financial directors, but also for the owners of the company. It will help you understand the key points of combining several companies into one.

To reorganize in the form of a merge:

study in detail the procedure and terms of this procedure;

determine its cost, approve the cost budget;

control each stage of the reorganization and the amount of expenses.

What should a CFO know about a merger?

To accurately determine the cost of a merger, understandin the manner and for the purposes of reorganization measures andthe timing of each of them and the sequence of implementation.

Question: What is the essence of the reorganization of companies in the form of a merger?

In the event of a reorganization in the form of a merger [p. 1 st. 58 Civil Code RF Part One (with comments)] create a new company and transfer to it all the rights and obligations of the liquidated enterprises. A reorganization in the form of a merger is more likely to occur between related companies [Art. 105.1 of the Tax Code of the Russian Federation, part 1 as amended on 09/01/2016], for example, subsidiaries and parent, etc.

Companies are merged on the basis of a merger agreement, which specifies the conditions for reorganization, the procedure for exchanging shares in the authorized capital of liquidated companies for shares in a new one. When merged joint-stock companies convert the shares of the liquidated enterprises into the shares of the new company.

As part of the merger, all the rights and obligations of the liquidated companies are transferred to the new enterprise by deed of transfer [Art. 59 Civil Code of the Russian Federation Part One (with comments), which is approved by the founders of liquidated companies.

When merging companies, it is impossible to change the composition of participants (founders). You can include or exclude old members before or after the reorganization. The authorized capital of a newly created company may be equal to, greater than or less than the amount authorized capital of liquidated companies. Sources of increase authorized capital new company establishes a merger agreement.

During the merger, the legal form of the company can be changed. This reorganization is possible on a voluntary and compulsory basis. In the first case - by decision of the founders. In the second - by decision of the authorized government agencies or court.

Financial directors of liquidated companies are among the initiators of the reorganization in the form of a merger, since they will have to assess the effectiveness and risks of the newly created company as an independent one.

Question: For what purposes is the merger of companies justified?

Among the key goals of the merger:

liquidate old companies. Old companies are merged into new ones. The assets and liabilities of the liquidated companies are transferred to the new enterprise. For example, the owners do not want to liquidate a dormant company in the usual way: to sell off assets and pay off all debts. Then they reorganize it by merging with another company;
improve management efficiency and save on management and other general expenses of the group of companies by enlarging its composition through the merger of small enterprises;
acquire new assets. If the company has an interest in the property of a third-party enterprise, it is possible to resort to a merger without acquiring its shares (shares);
combine the assets of different companies. Concentrate resources in one company to increase its competitiveness and financial stability. This may be necessary in an unstable market situation, when there is a choice: to merge with one of the competitors or incur losses and leave the business;
prevent hostile takeover, changing the organizational and legal form from JSC to LLC due to the merger. The charter of an LLC can provide for a restriction on the entry of third parties into the number of participants in the company;
raise investment attractiveness companies due to the increased amount net assets after the merger.. Consolidation of business increases financial stability, increases the collateral base;
to increase the company's weight in the market, which will make it possible to conclude large contracts and receive significant loans.

Question. What should CFOs consider when planning a merger for their companies?

When planning a merger, remember that during the reorganization you will have to work as before. Only after the registration of a new enterprise in the register of legal entities do they change the head, details and other parameters provided for by the reorganization plan.

Before transformations, your task is to evaluate:

planned costs for reorganization;
organizational and production costs for the procedure;
sources of its financing;
expected financial and non-financial benefits from the reorganization.

Merging order. During the reorganization, financiers will have to:

take inventory for the current date. Based on the results of the audit, create an inventory of all unwritten assets and liabilities;
prepare a transfer deed, final reporting [p. 9 Annexes to Order No. 44 N dated May 20, 2003 No. 44N “On Approval Guidelines for the formation financial statements when reorganizing organizations];
form a unifying balance sheet (opening financial statements);
approve the procedure for the distribution (partial reduction) of personnel for new companies;
choose a way to transfer data and automate accounting systems in new companies;
to form a budget for the costs of reorganization.

To expedite registration procedures, try to complete at least part of the required activities before the announcement of the merger.

Question: What measures are required for reorganization in the form of a merger?

To reorganize companies in the form of a merger:

carry out general meetings owners in each liquidated company;
enter into a merger agreement 7 art. 15 of the Federal Law “On Joint Stock Companies” No. 208 of December 26, 1995, as amended on September 1, 2016], which discloses the procedure and conditions for the merger of liquidated enterprises;
notify the tax, social security fund and Pension Fund about the beginning of the procedure;
conduct an inventory of property and debts;
cook technical papers on fixed assets in order to register them for a new company;
publish information about the merger of the company in the media;
notify creditors of all liquidated companies;
form a deed of transfer in each liquidated company;
pay the state duty for registration of a new company;
open bank accounts for a new company and close (or re-register) bank accounts of liquidated companies;
transfer, reduce and motivate staff in the process of reorganization.
form the final financial statements [p. 9 Annexes to Order No. 44 N dated May 20, 2003 No. 44N “On Approval of Guidelines for the Formation of Accounting Statements in the Reorganization of Organizations] on the day preceding the state registration of a new company;
transfer assets (re-register) and liabilities to a new company under transfer deeds;
form the introductory financial statements (unifying balance sheet) as of the date of state registration of the new company;
draw up permits(licenses, certificates, membership in SROs, etc.) for a new company, if it is necessary for the main activity;
transfer (combine) the databases of liquidated companies, automate the combined accounting in the new company.

Pay special attention to the valuation of assets and liabilities that you transfer to a new company. Assets can be transferred at residual, current or historical cost [p. 7 Annexes to Order No. 44 N dated 05.20.2003 No. 44N “On Approval of the Guidelines for the Formation of Accounting Statements in the Reorganization of Organizations] - at the choice of the founders. It is important that the amount for each object in the acts coincides with the one in the inventories and transcripts for them.

In transferable obligations [par. 8 Annexes to Order No. 44 N dated 05.20.2003 No. 44N “On approval of the Guidelines for the formation of financial statements during the reorganization of organizations] take into account the amount of losses to be reimbursed to creditors in accordance with the law.

Please note that the new company will not be able to apply reduced rates [clause 4 of Art. 10 of Law 212-FZ dated July 24, 2009, as amended on July 4, 2016] insurance premiums if the merger is carried out in the second half of the year.

Check out the lists of specialists who will be laid off as part of the reorganization and those who are planned to be transferred to the new company. Set aside compensation funds for them unused vacations. And for laid-off workers, there are also funds for the payment of severance pay.

Approve the procedure and conditions for motivating responsible executors whom you will involve in reorganization activities. Agree with the owners on sources of funding and reserve funds for bonuses or non-material motivation.

Plan in advance the procedure for merging the databases of liquidated companies, automating the accounting system in the new enterprise.

Timing. The duration of the reorganization in the form of a merger depends on the number of merged enterprises, the scale of their property, organizational and legal forms and their structure. For example, an LLC is reorganized faster than a JSC.

The period from the start of work on the merger of companies to the registration of a new legal entity takes, as a rule, from three to six months in the absence of any conditions and circumstances complicating this process (for example, non-resident founders, etc.).

Try to carry out most of the activities before the official announcement of the reorganization, then the procedure itself will take a little time. For example, if preparatory work is carried out in three months, you will have time to complete the merger in 2-3 months.

Consider the duration of post-reorganization procedures, which depends on the number of:

objects for re-registration (real estate, vehicles, etc.);
employees of liquidated companies, including those who will be transferred to a new enterprise and those who will have to be laid off;
permits and registration documents for the main activity of the new company.

What will the merger cost?

To estimate the cost of a merger, find out which of the mandatory activities to be implemented.

Take into account the costs not only for the merger procedure, but also the cost of the preparatory stage and activities of the post-reorganization period. For example, the results of the inventory and reorganization documents, as a rule, are formed before the official announcement of the merger (expenses for preparatory stage), and after the reorganization, they reissue fixed assets and permits (post-registration costs).

The cost budget for the reorganization in the form of a merger is prepared by the CFOs:

all merging companies in terms of expenses for organizing meetings of owners, preparatory work (inventory, execution of technical documents for fixed assets, etc.);
company, which under the merger agreement will be entrusted with general works as part of the merger procedure;
newly created enterprise for the work that is performed after the registration of the merger.

The cost of reorganization depends on who performs the activities - their own or attracted specialists.

First of all, determine the cost of preparatory and reorganization activities. Include expenses for:

meetings of participants/shareholders, decisions on reorganization, registration (for joint-stock companies). The cost of this group of costs includes notary services during the reorganization - at the prices of notary offices. Approximately about 10-25 thousand rubles. in the merger of two companies. Plus payment for opening and closing current accounts, etc. State duty for registering a new company - 4000 rubles;
inventory. With a large number of accounting objects in the transfer act, you will need the help of third-party specialists or additional motivation of your own. The expense can be from 10 to 30 thousand rubles. as part of the preparatory work;
handover acts. This article is not available for medium and small companies with a small number of items. In the event of a merger of companies with a significant property complex and a list of obligations, the budget of an article can range from 5 to 30 thousand rubles;
notifications of creditors (distribution of notifications by mail). Costs are added from the cost of mailing, depending on the number of creditors;
ads in the media: from 5 to 10 thousand rubles;
staff. The costs under this item are made up of the costs of notifying employees of a reduction or transfer (the cost of printing and sending by ordinary letter), compensation upon dismissal;
technical documents on fixed assets. These costs arise when for further registration it is necessary to obtain cadastral passports of real estate objects (from 6 thousand rubles per document), as well as duplicates of technical passports for vehicles (for example, if the originals are lost). It is better to order these documents before the start of reorganization procedures as part of the preparatory work.

If you involve a third-party company for reorganization procedures, expect to pay no less than 50 thousand rubles. This amount may include the state duty and the cost of mandatory publication.

re-register fixed assets (real estate and transport) to a new company. This item may include the cost of state duty and services of involved specialists. Please note that the state duty for re-registration of a property is 22 thousand rubles, and for vehicle- 3 thousand rubles;
re-register long-term leases (for land or premises) to a new company. State duty for one contract - 22 thousand rubles;
pay for a license, membership self-regulatory organization, certificates and other permits for the new company. Rates differ depending on the type of company activity;
make prints, stamps, letterhead and other documents for the new company. Expenses depend on the scale of the company's activities;
merge, adapt the IT systems of liquidated enterprises to work in a new company, as well as transfer databases. Costs depend on the scope of work and the need to involve third-party specialists.

How to control the reorganization in the form of a merger?

The CFO's main merger control tool is a detailed budget for the costs of preparatory work (for example, inventory, preparation of technical documents, etc.), reorganization activities and post-registration work.

Make sure there are no duplicate items in your spending budget. For example, inventory costs can be included only in preparatory work or attributed to reorganization activities. If you plan to involve a third-party company for reorganization activities, check what exactly will be included in the cost of its services. For example, if among them is the payment of state duty for the registration of a new company, publications in the media, do not take into account these costs separately.

Select responsible executors for each action. Agree with the owners on the conditions for motivating these specialists.

Approve the period for the implementation of each stage of work. Regularly review interim progress reports and monitor deadlines. Check each payment personally. Coordinate unplanned overspending with the owners of the company.

In normal business practice, the reorganization of companies in the form of a merger is carried out for the purpose of consolidating the business and obtaining competitive and other advantages as a result. At the same time, taking into account the features and results of the merger, this procedure can also be used as a way to liquidate the participants in the reorganization - in the event of a merger, they in any case terminate their activities with exclusion from the Unified State Register of Legal Entities. In practice, this approach is seen as a kind of alternative liquidation companies, while not the worst and riskiest compared to other alternative schemes. Next, we will analyze in detail how the liquidation of an LLC through a merger takes place.

Merger of an LLC: step by step instructions

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

Step 1. Selection of the second merge participant

For the purpose of liquidation, it is critically important to choose a company, firstly, preferably in the form of an LLC, and secondly, a company that actually operates, is not a one-day business and does not arouse suspicion of the fictitiousness of the reorganization process. Ideally, the merger should look as if the goal was to enlarge the business, and not to terminate the activities of the participants in the reorganization. It is clear that this is very difficult to do. This partly explains the demand for the services of special "liquidators", who will not only provide a company that satisfies all the conditions for the merger, but also accompany the entire process. At the same time, the business with which the merger is to take place is often located in a different region, which makes it possible to somewhat reduce the risk of drawing close attention from the tax authority, especially if the reorganization is planned for an LLC with debts.

Step 2. Preparation, approval and submission of documents

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

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

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

Based on the results of the decision to merge, an application is prepared and notarized R12003, which is submitted along with copies of decisions (protocols) to the tax authority.

Step 3. Notification of creditors and publication in the media

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

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

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

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

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

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

At this stage, the tasks are:

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

Usually documents are prepared and submitted all at once:

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

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

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