Accounting during enterprise reorganization: postings

Initial stage of joining

A merger is a form of reorganization in which one or more organizations cease to exist as separate legal entities and become part of another company.
In what follows, for simplicity, we will refer to the affiliating organization as the “main” organization. The starting point is for the owners to make an appropriate decision. It must be sent to the “registering” Federal Tax Service within three working days, along with a written message about the start of the accession. Having received these papers, inspectors must make an entry in the state register stating that the companies are in the process of reorganization. Officials are given three working days for this.

In addition, companies are required to inform the Pension Fund and the Social Insurance Fund office in writing about the upcoming accession. This should also be done within three working days (clause 3 of part 3 of article 28 of the Federal Law of July 24, 2009 No. 212-FZ).

Then twice, at intervals of a month, a notice of the reorganization is supposed to be published in special publications. And also, within five working days from the date of filing the application with the Federal Tax Service, notify all known creditors about the initiated process (Article 13.1 of the Federal Law of 08.08.01 No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”).

Next, you should prepare a new version of the constituent documents of the company, which is being joined by another legal entity. At this stage, it is also necessary to conduct an inventory of the property and obligations of all participants - and the joining organization. This is stated in paragraph 2 of Article 12 of the Federal Law of November 21, 1996 No. 129-FZ “On Accounting”.

Reorganization in the form of transformation: last and first accounting and tax reporting

Financial statements

The current law on accounting (No. 129-FZ dated November 21, 1996) does not regulate the issue of preparing financial statements by reorganized organizations. Order of the Ministry of Finance dated May 20, 2003 No. 44n approved the Guidelines for the preparation of financial statements when reorganizing organizations. When privatizing state and municipal property, the letter of the Ministry of Finance dated December 23, 1992 No. 117 is applied, but only to the extent that does not contradict the current regulations adopted later.

Since 2013, the new law “On Accounting” (dated December 6, 2011 No. 402-FZ) comes into force. Article 16 of this law is devoted to the specifics of preparing accounting (financial) statements during the reorganization of a legal entity. In this article, the procedure for preparing financial statements of a reorganized and reorganized organization is clearly stated and, in principle, corresponds to the procedure established by the Methodological Instructions.

According to the provisions of Art. 16 of Law No. 402-FZ, the last reporting year of a reorganized legal entity (except for merger) is the period from January 1 of the year in which the state registration of the last legal entity that emerged was carried out until the date of such state registration. The reorganized legal entity draws up the latest accounting (financial) statements as of the date preceding the date of state registration of the last legal entity that emerged. In the Guidelines, these statements are called final financial statements. Thus, for a municipal unitary enterprise, the last reporting year for financial statements will be the period from 01/01/2012 to 02/15/2012, and the date on which the statements are prepared will be 02/15/2012.

The latest accounting (financial) statements must include data on the facts of the economic life of the reorganized entity that occurred in the period from the date of approval of the transfer act to the date of state registration of the new legal entity. Since the period 01/01/2012 – 02/15/2012 is equal to the reporting year, the financial statements must be presented as part of the annual financial statements, in addition to the auditor’s report.

The first reporting year for a new legal entity is the period from the date of registration to December 31. In this case, the legal entity resulting from the reorganization must draw up the first financial statements as of the date of its state registration. In the Guidelines, this reporting is called introductory reporting.

The first accounting (financial) statements are compiled on the basis of the approved transfer act and data on the facts of economic life that occurred in the period from the date of approval of the transfer act to the date of state registration of the new legal entity. During the transformation, the preparation of the first (opening) financial statements is carried out by transferring the indicators of the last (final) financial statements of the reorganized organization, taking into account the fact that the opening balance sheet must reflect the formed authorized capital of the new organization in accordance with the constituent documents.

Thus, the first reporting of the OJSC is drawn up as of 02/16/2012, and it includes data from the date of the transfer act to 02/15/2012 inclusive. This reporting is interim, that is, it consists of a balance sheet and a profit and loss account. The annual reports of the OJSC will be compiled for the period from 02/16/2012 to 12/31/2012.

Tax reporting

According to paragraph 10 of Art. 50 of the Tax Code of the Russian Federation, when a legal entity is transformed into another, the newly created legal entity is recognized as the legal successor of the reorganized legal entity in terms of fulfillment of obligations to pay taxes.

According to paragraph 3 of Art. 55 of the Tax Code of the Russian Federation, if an organization was reorganized before the end of the calendar year, then the last tax period for it is the period from the beginning of this year until the day the reorganization was completed. The first tax period of a new organization is the period from the date of state registration until the end of the calendar year (clause 2 of article 55). In this case we are talking about taxes for which the tax period is a year. Such taxes are income tax and corporate property tax .

According to paragraph 4 of Art. 55 of the Tax Code of the Russian Federation, if the tax period for a tax is a month or a quarter, then changes in individual tax periods in the event of reorganization of an organization are made in agreement with the tax authority at the place of registration of the taxpayer. The tax period for value added tax is a quarter.

As a general rule, if a tax return was not submitted by the predecessor before deregistration with the tax authorities, then the successor is obliged to submit tax reporting for the expired reporting (tax) period within the time limits established by Part 2 of the Tax Code of the Russian Federation for the relevant taxes (see letter from the Ministry of Finance of the Russian Federation dated 02/13/2007 No. 03-02-07/1-67).

Thus, the OJSC must submit tax reports taking into account transactions before and after the transformation:

1) VAT return for the 1st quarter of 2012 (taking into account transactions before the transformation) no later than 04/20/2012;

2) tax calculation for advance payment of corporate property tax (due 04/30/2012) for the 1st quarter of 2012, reflecting the value of property before reorganization and after reorganization, that is, as of 01/01/2012, 02/01/2012, 03/01/2012 and 01/04 .2012;

3) income tax return for January (due date: 02/28/2012), for January-February (due date: 03/28/2012) and the 1st quarter of 2012 (due date: 04/28/2012). All indicators in income tax returns must be calculated taking into account indicators (transactions) before the conversion, that is, from January 1.

The details of the OJSC must be indicated on the title and other pages of the submitted tax returns. There is no need to fill out information about codes and reorganization.

Only in the income tax return for January (due February 28, 2012) on the title page of the declaration you must indicate:

— in the upper part of the TIN/KPP of the legal successor (OJSC);

- according to the details “at the location (registration)” - code at the location of the legal successor (OJSC) (215 or 216 for the largest);

— according to the details “organization/separate division” — the name of the reorganized organization (MUP);

— according to the details “Form of reorganization, liquidation” — code 1;

- according to the details “TIN/KPP of the reorganized organization (separate division)” - information about the reorganized organization (MUP).

Transfer deed

After the steps described above, accountants must draw up a transfer deed. The date of this document can be any at the discretion of the founders. However, it is better to date the transfer act at the end of the quarter or year - this is precisely the recommendation contained in paragraph 6 of the Instructions for the preparation of accounting records during reorganization*.

There are no restrictions on the form of the transfer deed (an example of a transfer deed can be found here). In terms of content, there is only one indication - the act must include “provisions on legal succession” (Article 59 of the Civil Code of the Russian Federation). This is information about the amount of receivables and payables and about the property that goes to the “main” company. It is permissible to reflect property either at market or at residual value (clause 7 of the Instructions for the formation of accounting records during reorganization).

In practice, the deed of transfer is most often drawn up in the form of an ordinary balance sheet and transcripts are attached for each line. Inventory sheets can be used as transcripts. There is another option: abandon the balance sheet form, and simply list all types of assets and liabilities (fixed assets, intangible assets, accounts receivable, etc.) and indicate their value. And in separate appendices, provide lists of objects, debtors, etc.

Period until completion of accession

Next you need to collect a package of documents. It consists of a deed of transfer, an application for state registration of the acquiring legal entity, a decision on reorganization, a document on payment of state duty and other papers. The full list is given in paragraph 1 of Article 14 of the Federal Law of 08.08.01 No. 129-FZ.

The package of documents must be submitted to the “registering” tax office and wait for it to make an entry in the Unified State Register of Legal Entities. The appearance of such a record will mean that the company being merged has ceased to exist, and the “main” has begun to operate in a new capacity.

While the waiting period lasts, the joining organization continues to operate. In particular, it calculates wages, depreciation, issues invoices and issues invoices and invoices.

Reorganization in the form of merger and accession

The rights and obligations of each participating legal entity will be transferred to the legal entity resulting from the merger in accordance with the provisions of the transfer deed. Costs are divided between both companies: the one being merged and the one with which the merger is taking place. The costs that were incurred before the transfer deed was executed by the acquiring company will be reflected in its accounting on the account. 91 (it is better to create an account “Reorganization costs”). And those that were incurred after its preparation are included in the accounting of the LLC with which the merger is planned. It does not take into account who actually suffered the losses. The same scheme is suitable for reorganization according to the form of affiliation.

Introductory buh. The reporting of the newly organized LLC on the day of making an entry in the Unified State Register of Legal Entities is compiled based on the information in the transfer act and the line-by-line combination of numerical indicators of the final accounting. reporting (not carried out in the introductory reporting of the newly formed LLC) of the merged companies.

The size of the authorized capital is specified in the merger agreement if its value becomes more or less than the sum of the capitals of the companies that are undergoing the merger process. The difference will be reflected in the successor’s balance sheet as “Retained earnings (loss).” If the size of the authorized capital is not equal to the value of the net assets of the new company, the difference will be reflected in the opening balance sheet as “Additional capital” or “Retained earnings (uncovered loss)”.

Final financial statements of the acquired company

The organization that joins is required to prepare final accounting reports. Its date is the day preceding the date of entry into the unified state register of the reorganization entry. The reporting includes a balance sheet, profit and loss account, statements of changes in capital and cash flows, explanations and an auditor's report (if the company was subject to a statutory audit).

The final statements will reflect transactions completed during the period from the signing of the transfer deed to the closure of the predecessor organization. In particular, writing off deferred expenses that cannot be transferred to the successor (for example, the cost of a license). As a result of these transactions, the figures in the final balance sheet will differ from the figures in the transfer deed.

Finally, the accountant of the acquiring company needs to close account 99 “Profits and losses”. Profits can be distributed according to the decision of the founders.

After the final reporting, the affiliated organization does not have to submit balance sheets and other documents, because the last reporting period for it is the time from the beginning of the year to the date of reorganization.

As for the “main” organization, it has no obligation to prepare and submit final reports.

How are the financial statements of an organization prepared during reorganization in the form of merger?

The accounting statements (balance sheet) of the legal successor as of the date of entry into the Unified State Register of Legal Entities on the termination of the activities of the affiliated organization are formed on the basis of the data from the final accounting statements of the affiliated organization and the data of the legal successor organization.
The summation of indicators of financial results statements and cash flow statements for the period before the date of state registration of the termination of the activities of the merging organization is not carried out.

The merger of a company is the termination of one or more companies with the transfer of all their rights and obligations to another company (Clause 1, Article 53 of the Federal Law of 02/08/1998 N 14-FZ “On Limited Liability Companies”, Clause 1 of Article 17 of the Federal Law dated December 26, 1995 N 208-FZ “On Joint-Stock Companies”).

When a legal entity is reorganized in the form of the merger of another legal entity, the first of them is considered reorganized from the moment an entry is made in the Unified State Register of Legal Entities about the termination of the activities of the affiliated legal entity (paragraph 2, paragraph 4, article 57 of the Civil Code of the Russian Federation). When a legal entity is merged with another legal entity, the rights and obligations of the merged legal entity are transferred to the latter (Clause 2 of Article 58 of the Civil Code of the Russian Federation).

The financial reporting forms are approved by Order of the Ministry of Finance of Russia dated July 2, 2010 N 66n. These include the balance sheet, income statement, statement of changes in equity, cash flow statement, and statement of intended use of funds. Since the organization that is the legal successor of the organization reorganized in the form of merger continues to carry out its activities, on the date of making an entry in the Unified State Register of Legal Entities about the termination of the activities of the affiliated organization, in the general case, reporting is generated in the form of a balance sheet, a statement of financial results, a cash flow statement (taking into account the fact that that the statement of capital flows is prepared for the year). The data of the final accounting statements of the merging organization are summarized with the data of the successor organization on the day preceding the date of entry into the Unified State Register of Legal Entities on the termination of the activities of the merging organization.

In this case, the summation of the numerical indicators of the financial results reports, cash flow statements of the organization reorganized in the form of merger and the merging organization for the period from the beginning of the year in which the merger was carried out until the date of state registration of the termination of the activities of the merging organization is not carried out.

The numerical indicators of the financial results statement, cash flow statement of the organization reorganized in the form of merger from the date of state registration of the termination of the activities of the merging organization reflect income and expenses, cash flows of the reorganized organization (Section II of Recommendations for audit organizations, individual auditors, auditors for annual audit financial statements of organizations for 2021 (Appendix to the Letter of the Ministry of Finance of Russia dated December 28, 2016 N 07-04-09/78875)).

In the balance sheet of the successor organization, comparative data for the dates preceding the merger are presented without including data on the assets, liabilities and capital of the merged organization.

In statements of financial results and cash flows of the successor organization, comparative data for the periods preceding the merger are presented without including the income, expenses and cash flows of the merged organization.

In the statements of financial results and cash flows of the successor organization, data for the period in which the merger occurred is formed as follows:

• data on income, expenses, cash flows of the joining organization that occurred after the merger are summarized with the corresponding data of the legal successor;
• data on income, expenses, and cash flows of the joining organization that occurred before the date of merger are not included in the specified reports of the legal successor.

Indicators for items of capital of the successor organization are formed as follows:

• the authorized capital of the successor as of the date of entry into the Unified State Register of Legal Entities on the termination of the activities of the acquired organization is increased to the amount determined by the merger agreement, regardless of the amount of the authorized capital of the acquired organization;
• when converting shares in the event that the value of the organization's net assets after the merger exceeds the amount of the authorized capital, the unresolved differences are credited to the account of additional capital, with the exception of that received as a result of revaluation;
• in other cases, if the value of the organization’s net assets after the merger turns out to be greater than the amount of the authorized capital, the unresolved differences are attributed to retained earnings (loss) - other capital items remain unchanged.

A retrospective recalculation of the comparative indicators of the financial statements of the legal successor in connection with the merger is carried out only if, as a result of the merger, the accounting policy of the legal successor changes, and to the extent that such changes affect the comparative data (Recommendation R-75/16-KpR “Accession”, pp. 21, 23 - 25, 48 Methodological guidelines for the preparation of financial statements during the reorganization of organizations approved by Order of the Ministry of Finance of Russia dated May 20, 2003 N 44n, section III of the Accounting Regulations “Accounting Policy of the Organization” (PBU 1/2008 ), approved by Order of the Ministry of Finance of Russia dated October 6, 2008 N 106n).

Prepared based on material by E.V. Orlova, head of the audit department of PARTI LLC

Accounting statements of the “main” company

An organization that merges another legal entity does not have to submit its opening balance sheet. Instead, the successor will have to prepare interim accounts as of the date of termination of the predecessor company's operations. This follows from paragraph 23 of the Instructions for the formation of accounting records during reorganization.

The lines of the interim balance sheet will contain the sum of the indicators of the final balance sheet of the affiliated organization and the balance sheet of the “main” company as of the date of making an entry in the Unified State Register of Legal Entities. The exception is mutual settlements between the predecessor and the successor - for example, when one of them was a borrower and the other a lender. Such indicators are not summed up, since if the debtor and creditor coincide, the obligation terminates.

In the interim income statement, the successor does not need to combine its data with that of its predecessor. The explanation is simple: these figures refer to the period before the reorganization, and then there were two (or more) legal entities independent from each other.

Particular attention should be paid to the authorized capital of the successor organization. If it is less than the sum of the capitals of the “main” and acquired companies, then the difference is reflected in the balance sheet in the line “Retained earnings (uncovered loss).” If the legal successor’s capital is greater than the amount of capital before the reorganization, such a difference does not need to be shown in the balance sheet. In both cases, the accountant does not make any entries.

The introductory reporting must be submitted to the Federal Tax Service either immediately after registration or at the end of the current quarter (depending on what is more convenient for “your” inspector).

Accounting when preparing final financial statements

Final buh. reporting must be prepared by reorganized legal entities that have ceased work the day before making an entry in the Unified State Register of Legal Entities (that is, for all types of reorganization except for the form of separation).

All amounts on the account. 84 can be used for tasks set by the governing bodies of the reorganized legal entity.

"Primary" in the transition period

After reorganization, the successor company “inherits” the contractual relations of the joining legal entity. But the agreements themselves are still concluded on behalf of the predecessor. Is it necessary to sign additional agreements to replace parties to the transaction? Or can you simply send information letters to counterparties that indicate the name and details of the legal successor?

In our opinion, there is no need for additional agreements. Indeed, on the basis of paragraph 2 of Article 58 of the Civil Code of the Russian Federation, all rights and obligations of the affiliated company under the transfer deed are transferred to the acquiring organization. This rule also applies to contractual relationships. Thus, an extract from the Unified State Register of Legal Entities and a transfer deed are sufficient for the assignee to continue cooperation with suppliers and buyers of the affiliated organization.

However, many companies still renew contracts. This option requires additional time and labor, but allows you to prevent conflicts with both counterparties and tax authorities.

Invoices, certificates of work performed and invoices before the day of reorganization are issued on behalf of the predecessor, on the date of reorganization and further - on behalf of the successor.

Deadlines for submitting SZV-M during reorganization

The answer to the question about SZV-M during reorganization in the form of merger in 2021, for example, depends precisely on the type of reorganization.

• If you are merging, transforming, dividing or separating, then submit SZV-M for all individuals for the reorganized organization. The deadline for submission is within a month from the date on which the transfer deed or separation balance sheet was approved, but no later than the day on which documents for registration were submitted to the Federal Tax Service. The last reporting period will be the month in which the reorganization was completed. For example, you submitted documents for reorganization on October 22. This means that the reorganized organization must submit its last report for October. The deadline is no later than October 22.
• When joining a reorganized company, submit a report only on those dismissed, if there were any in the month when the reorganization is carried out. The deadline is no later than the day when the organization submitted documents to make an entry in the Unified State Register of Legal Entities about the termination of its activities. For working individuals, a report for the month of reorganization will be submitted by the company to which another legal entity was merged.

Example: LLC “A” merges with LLC “B”. Documents were submitted to the Federal Tax Service to enter information about the termination of activities into the Unified State Register of Legal Entities on October 22. In October, two employees left LLC A. The accountant of LLC “A” must submit a SZV-M report no later than October 22 for two dismissed employees. For working employees of LLC “A”, the report will be submitted to LLC “B” by November 15.

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Who submits declarations for the affiliated company

Ideally, the joining company should report all taxes before making an entry in the state register. If she doesn’t make it in time, then the very next day after the reorganization, the Federal Tax Service Inspectorate at the place of its registration will refuse to accept declarations. In this case, all tax reporting for the predecessor must be submitted by the successor organization to its inspectorate.

Accountants and inspectors often doubt: does the assignee need to combine the indicators for the last tax or reporting period into one declaration? Or submit two declarations - one for yourself, the other for the affiliated organization?

In general, indicators are not combined. This means that the legal successor should submit a separate declaration for the affiliated legal entity to its inspectorate. In the event that, after the reorganization, errors of the predecessor are discovered, the successor must pass for the annexed one.

VAT is special. Officials say that when reporting for the last quarter, the successor needs to combine the transactions that it made itself and those made by the acquired company. So, if the merger took place on December 31, and the predecessor did not report on VAT for the fourth quarter before this date, then the successor, until January 20 of the next year inclusive, submits not two, but one declaration. It reflects the indicators for both legal entities (letter of the Ministry of Finance of Russia and the Federal Tax Service of Russia dated 03/09/11 No. KE-4-3 / [email protected] ). But this conclusion seems doubtful to us, since combining indicators can lead to confusion. We believe that if the successor files two VAT returns, this will not lead to conflicts, but, on the contrary, will help to avoid troubles.

Please note: the deadline for submitting declarations will not be shifted due to the reorganization. For example, for income tax for the year, the assignee is required to report no later than March 28 of the following year. In this case, the report must be submitted both for yourself and for your predecessor.

Who pays taxes and submits returns for their predecessor?

In case of transformation, the newly created organization is the sole legal successor of the reorganized company. It is to the successor that the obligation to pay taxes passes (Clause 9, Article 50 of the Tax Code of the Russian Federation). In this regard, inspectors usually transfer the balances from the settlement card with the budget of the “former” legal entity to the personal account of the new organization.

But it happens that tax authorities, in order to avoid confusion, ask the taxpayer to carry out a reconciliation before reorganization, pay off all debts and return all overpayments. Strictly speaking, this approach is not legal. But in life, many accountants meet the controllers halfway and bring all budget calculations to zero.

If the “old” organization ceased to exist without having time to report taxes, then this is done for it by its successor, who submits reports to the Federal Tax Service at the place of its registration. Moreover, the deadlines for submitting declarations are not shifted due to the reorganization. For example, for income tax for the year you need to report no later than March 28 of the next year, and for the simplified tax system - no later than March 31 of the next year.

If the debtor joined the creditor

It happens that the merged company is a debtor, and the “main” company is a creditor. Then, after the reorganization, the creditor and debtor become one, and the debts are automatically repaid.

Does the successor company have taxable income in the amount of the predecessor's debt? Two years ago, officials answered this question positively (letter of the Ministry of Finance of Russia dated 10/07/09 No. 03-03-06/1/655). But then they changed their point of view and began to argue the opposite: the assignee has no taxable income (letters from the Ministry of Finance of Russia dated July 30, 2010 No. 03-03-06/1/502 and dated November 29, 2010 No. 03-03-06/1/744 ). It is the last conclusion, in our opinion, that corresponds to the law.

The opposite situation is also possible, when the lender joins the borrower. Here, the assignee also does not have to show income in the form of former debt. The Ministry of Finance of Russia agrees with this in letter dated November 15, 2010 No. 03-11-06/2/177. True, it talks about income under a simplified system, but this does not change the essence of the matter.

Let us add that interest on the loan accrued before the reorganization does not need to be adjusted after the merger. This was reported by specialists from the financial department in a letter dated March 14, 2011 No. 03-03-06/1/135.

Accounting for property received upon annexation

The acquiring company must not include in taxable income the value of property received from the predecessor. This is directly stated in paragraph 3 of Article 251 of the Tax Code of the Russian Federation. By the way, this rule also applies to obligations, in particular accounts receivable.

The received objects must be depreciated as follows. For the period up to the month when the merger took place, and for this month itself, depreciation is calculated by the joining legal entity. From the first day of the month following the date of accession, depreciation is charged by the successor.

What taxes to pay

The legal successors must pay for the reorganized organization all taxes, as well as penalties and fines not paid by it before the reorganization (clauses 1 and 2 of Article 50 of the Tax Code of the Russian Federation). In the event of a merger, annexation or transformation, tax debt passes to the legal successors (clauses 1 and 2 of Article 58 of the Civil Code of the Russian Federation). If division or allocation is carried out, then a transfer act is drawn up (clauses 3 and 4 of Article 58 of the Civil Code of the Russian Federation).

The rules for calculating VAT during reorganization are established in Article 162.1 of the Tax Code of the Russian Federation. For more information about this, see How to calculate VAT during reorganization.

The legal successor may receive property, property and non-property rights or obligations acquired by the reorganized organizations before the date of completion of the reorganization. There is no need to pay income tax on the value of newly created, reorganized and reorganized organizations. Such rules are established in paragraph 3 of Article 251 of the Tax Code of the Russian Federation.

Tax base for VAT

The successor can deduct the tax that the predecessor paid to its suppliers (or at customs), but did not have time to accept for deduction. To do this, standard conditions must be met. Namely, the presence of an invoice, a “primary” document and registration for use in transactions subject to VAT. In addition, there is an additional condition: the predecessor must transfer documents confirming payment (clause 5 of Article 162.1 of the Tax Code of the Russian Federation).

In addition, the acquiring company has the right to deduct VAT, which the predecessor accrued upon receipt of the advance. The assignee can do this after the sale of the prepaid goods, or after termination of the transaction and return of the advance payment. There is one limitation here - the deduction must be accepted no later than one year from the date of return (clause 4 of Article 162.1 of the Tax Code of the Russian Federation).

Particular attention should be paid to the date of the invoice issued in the name of the predecessor. If the document is dated after the accession, then inspectors will most likely not allow the deduction to be accepted. In such a situation, the accountant can only contact the supplier and ask him to correct the document.

The essence of the phenomenon

Reorganization refers to the transformation, restructuring of the organizational structure of the company while maintaining the production potential of the enterprise. It can be carried out in various forms. Depending on which form is chosen and the specified reporting is prepared. Thus, SZV-M, when reorganized in the form of annexation, is surrendered according to different rules than, for example, a merger.

For your information

• A merger is a reorganization when several organizations, enterprises or institutions are combined into one group.
• Division is a reorganization of a legal entity, in which its rights and obligations are transferred to newly established legal entities in accordance with the separation balance sheet.
• Spin-off is the creation of one or more companies with the transfer to them of part of the rights and obligations of the reorganized company without cessation of the latter’s activities.
• Transformation is a change in the organizational and legal form of a legal entity. For example, a joint stock company can be transformed into an LLC, business partnership or production cooperative.

Thus, reorganization can be very diverse and SZV-M during reorganization in the form of transformation differs from reporting during merger.

For your information

The report in the SZV-M form is submitted according to the form approved by Resolution of the Pension Fund Board of February 1, 2016 No. 83p.

It includes four sections:

• details of the policyholder;
• reporting period;
• form type;
• information about employees.

Information for filling out these forms is contained in individual cards created for each insured person (clause 4 of article 431 of the Tax Code of the Russian Federation). At the bottom of the form, the policyholder (the head of the organization, an entrepreneur or an authorized person by power of attorney) puts the date of preparation and signature.

Personal income tax reporting

Merger, like all other forms of reorganization, does not interrupt the tax period for personal income tax. This is explained by the fact that the company is not a taxpayer, but a tax agent. In addition, labor relations with personnel continue, as stated in Article 75 of the Labor Code of the Russian Federation. This means that there is no need to submit any interim reporting on personal income tax during reorganization.

There is one important nuance here: if an employee brings a notice for property deduction, where the predecessor organization is indicated as the employer, the accounting department of the successor company must refuse him. The employee will have to go to the tax office again and get another notice confirming the deduction related to the legal successor. Such clarifications were given by the Russian Ministry of Finance in letter dated August 25, 2011 No. 03-04-05/7-599. In practice, inspectors everywhere follow these clarifications and cancel the deduction provided under an “outdated” notification.

Insurance premiums and reporting to funds

In connection with the merger, the question inevitably arises: is the successor company obliged to calculate the taxable base for contributions of the “joined” employees from scratch? Or is it permissible to continue the countdown that began before the reorganization?

The amount of insurance premiums directly depends on the answer. If the assignee resets the base, he will automatically lose the right to exempt accruals from contributions that exceed the maximum amount (in 2011 it is equal to 463,000 rubles). If he “inherits” the base, then along with it he will receive the right not to charge contributions for the excess amount.

We believe that the database does not need to be reset, because upon merger, a new legal entity does not arise. But those who choose this route may have to contend with foundation inspectors.

In any case, paying contributions and submitting settlements for them for the predecessor is the responsibility of the successor (Part 16, Article 15 of Federal Law No. 212-FZ).