Transfer act during reorganization in the form of merger. 2021 sample

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Reorganization in the form of affiliation in the context of increasing production efficiency and general globalization of areas of economic activity allows you to combine the joint efforts of two or more legal entities for further work within the framework of a larger organizational and legal structure.

During the merger process, the existing enterprise is liquidated with the simultaneous complete transfer of rights and obligations to another legal entity. This procedure implies full succession and is accompanied by the transfer of:

Property values and financial resources of the company.
Accounts receivable and payable of the organization.

During the merger process, the personnel of the acquired legal entity may also move in whole or in part to the new organization.

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Reorganization by merger begins with a decision to carry out this procedure. Depending on the legal status of the enterprise, such a legally significant decision is drawn up as follows:

For limited liability companies - in the form of a decision of the general meeting of founders or the sole participant.
For joint stock companies - in the form of a shareholder resolution.
For state budgetary institutions and enterprises - in the form of a decision of the executive authority of the state or subject of the Russian Federation.
For municipal institutions or enterprises - by making a decision of local authorities.

This decision must necessarily contain the terms of accession - the procedure for transferring rights and obligations, property and financial assets; the order of implementation of mandatory stages and activities; procedure for approving the transfer act; list of responsible persons.

The approved decision is the basis for notifying the tax authority about the start of the merger procedure.

Reduction during reorganization in the form of merger

When reorganizing in the form of affiliation, staff reductions are permitted only if employees are properly notified. Such notice is given to each employee personally against signature no later than two months before the date of joining.

What to do if an employee does not agree to move to a new organization? Personnel have the right to agree to new working conditions or a new position (if such a condition is provided for by the terms of affiliation).

If the notified employee does not agree with the new working conditions, or if there are no vacant positions for employment, the employees are subject to dismissal at the initiative of the company's management for layoffs.

Reorganization methods

According to Article 75 of the Civil Code of the Russian Federation, the reorganization of a legal entity can be carried out in the following ways:

merger _ This definition means the unification of several legal entities into one single entity, while ensuring the continuity of rights and obligations;
division . A method of reorganization, after which a single legal entity is divided into several separate legal entities. persons;
accession . This definition means the “infusion” of one or more companies into a legal entity to which they directly join;
selection . This involves the creation of several companies, which, after reorganization, retain the original legal entity. But at the same time, rights and responsibilities are shared between all participants;
transformation - complete completion of the activities of a legal entity with the parallel creation of a new company.

Often, reorganization methods are the best alternative to LLC liquidation. They allow not only to preserve the life of the company, but also to give it the opportunity to develop in the future, in the form of a merger with another organization.

Order on reorganization by merger

The legal basis for carrying out organizational and staffing measures with the company’s workforce will be an order for reorganization by merger. This order is issued after approval of the decision to begin the procedure and must contain a number of mandatory conditions:

Establishing deadlines for all personnel activities (notifying employees, transferring them to a new company, dismissal due to reduction, etc.).
The procedure and forms for paying severance pay to employees and calculating wages.

The reorganization order is the main personnel document for carrying out organizational and staffing measures with the employees of the enterprise. Each employee must personally sign to become familiar with the terms of the order.

Transfer of employees during reorganization in the form of affiliation

In case of agreement to work under new conditions, employees are transferred during reorganization in the form of affiliation. Activities for the transfer of personnel are carried out by the personnel service of the enterprise in strict accordance with the requirements of the law and the terms of the manager’s order.

If job responsibilities and other essential terms of the employment agreement are retained in full, it is subject to change indicating the new organization - the employer.

If an employee’s working conditions change, appropriate changes are made to his employment contract.

An order is issued regarding the transfer of each specific employee to the staff of a new enterprise, and an entry about the transfer is made in the work book.

Cancellation of reorganization in the form of merger

Even if most of the measures to join a legal entity to a new organization are completed, the initiators of this procedure always have the opportunity to cancel further actions. Cancellation of reorganization in the form of merger is carried out by the same structures that made the decision on reorganization:

For limited liability companies - the general meeting of founders or the only participant.
For joint stock companies – a general meeting of shareholders.
For state budgetary institutions and enterprises - the executive authority of the state or subject of the Russian Federation.
For municipal institutions or enterprises - local authorities.

A decision to cancel the reorganization can be made at any time, up to the time the information is entered into the Unified State Register of Legal Entities, and is subject to forwarding to the tax authority.

Deadline for reorganization of a legal entity

Various corporate procedures related to changes in business structure are carried out taking into account regulatory requirements. Many of them relate to the time limits allocated for performing certain actions.

First of all, this is the deadline for submitting a notification to the tax authority about the decision made to reorganize. According to Art. 13.1. Law of 08.08.2001 No. 129-FZ “On state registration of legal entities and individual entrepreneurs” is given three days (working days) from the moment the decision is made. In the case of reorganization in the form of affiliation, this period is counted from the moment the relevant decision is made by the last reorganized entity.

Within three days, the authorized body makes an entry about the beginning of the procedure in the Unified State Register of Legal Entities, from this moment legal entities can carry out further reorganization measures.

Please note that the legislation does not contain rules regulating the general terms of reorganization of a legal entity. The law defines time frames only for individual stages, but not for the entire procedure as a whole. The three-month period established by law for appealing a decision on reorganization (Article 60.1 of the Civil Code of the Russian Federation) forms the minimum period within which the procedure can be carried out - 3 months. The maximum period is not limited in any way and depends entirely on the will of the owners of the reorganized organizations.

During this period, the reorganized company must conduct an inventory of its property and, depending on the form of reorganization, prepare a transfer act or separation balance sheet. The period for preparing these documents is not limited by law, but without them it is not possible to complete the procedure.

When a legal entity is reorganized, the deadlines for paying taxes remain the same. Before the process is completed, the legal entity must pay taxes and submit reports within the established deadlines, and then this responsibility passes to the legal successor. Thus, in the case of reorganization in the form of a merger, the final reporting of the acquired company is submitted on the date of termination of its activities, and the obligation to pay tax payments (including penalties, fines) arises from the successor, if this was not done within the established time frame by the predecessor (Article of the Tax Code of the Russian Federation).

Reorganization procedure in the form of merger

The reorganization procedure in the form of affiliation provides for the implementation of a number of mandatory measures provided for by law:

Approval of the decision to initiate reorganization in the form of merger.
Sending a notification to the Federal Tax Service inspection about the initiation of the procedure.
Two publications of notices in the “Bulletin of State Registration”.
Approval of the transfer deed of the organization.
Submitting an application to the Federal Tax Service inspection for state registration based on the results of the reorganization.

Violations committed during the implementation of at least one of these stages entail the invalidity of the entire reorganization procedure. Failure to comply with the deadlines for procedural measures, the procedure for publishing notices and filling out document forms will also result in a refusal by the registration authority.

Dismissal of a manager

Since the merger procedure implies the actual existence of a legal entity, the owners of the company have the right to terminate the contract with the manager. Labor legislation allows for this possibility while simultaneously respecting the labor rights of the manager.

The dismissal of a manager during a reorganization in the form of a merger is formalized by a decision of the owners of the enterprise, which, as a rule, coincides with the decision to initiate the reorganization procedure.

This procedural decision provides for the date of termination of the contract with the director, and also determines the conditions for paying him severance pay.

In practice, the owner of educational institutions most often uses this right by dismissing an objectionable school director during the merger process.

How long does reorganization in the form of merger take?

To the question of how long reorganization in the form of affiliation lasts, only an approximate answer can be given - within three months. This period includes time for preparing documents, making and processing a decision on reorganization, notifying the tax authority, publishing notices of merger, and registration actions of the Federal Tax Service inspectorate.

Qualified specialists from a legal or consulting company will help reduce the time required to prepare document forms, as well as ensure careful compliance with legal requirements at each stage of the reorganization procedure.

Experienced lawyers will undertake the preparation of the entire set of documents and represent the client’s interests in the tax office at every stage of the process. will provide the law firm's client with full legal support and ensure the required result in the shortest possible time.

Conversion by merging, step by step instructions

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

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

An example of a completed decision on the reorganization of an LLC in the form of a merger.

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

And about the transfer act during reorganization by merger, transformation of a closed joint stock company into an LLC and division, read here.

An example of a joint protocol for a company being created as a result of a merger. Stage 3. Notifying the registration authority of the decision to pursue a merger. Participants in the procedure are given three days from the moment of signing the merger agreement (agreement) to do this.

Sample agreement on the merger of companies participating in the reorganization.

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

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

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

An example of a notification to creditors about the reorganization of an LLC in the form of a merger.

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

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

Reorganization in the form of a merger of enterprises is considered completed from the moment information about the newly created enterprise is entered into the state register.

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

Transfer act during reorganization in the form of merger

One of the most important documents in carrying out this procedure is the transfer act during reorganization in the form of affiliation. This method of reorganization implies the transfer in full of all rights and obligations of the acquired company in the form of succession.

The transfer act is drawn up on the date the decision on reorganization is made and includes the following information:

A complete list of property assets of a legal entity.
Detailed composition of the organization's financial assets.
List of accounts payable claims, including financial obligations for which the due date has not arrived.
List and forms of accounts receivable.

The transfer act is drawn up with the participation of representatives of both organizations, after which it is subject to approval by the owners of the enterprise. The approved transfer act is submitted to the tax authority as part of the documents for state registration of the reorganization in the form of merger.

According to the list of tasks that reorganization in the form of affiliation can solve, this procedure is one of the most popular among legal entities of any organizational legal form.

Strict adherence to the deadlines and procedure for processing documents will allow the merger to be completed in strict accordance with the goals pursued by the owners of the enterprise at the stage of making the decision on reorganization.

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Procedure

The reorganization procedure by merger can be represented as a certain sequence of actions. So, step by step instructions :

1. Selection of participants in the procedure. Usually these are two or more legal entities that have the same legal form.

2. Holding a general meeting by each participant in the reorganization. At the meeting, a resolution on the procedure must be adopted by voting, with the mandatory preparation of minutes .

Form of minutes of the general meeting.

Also during the meeting the following issues are approved:

form of reorganization (in this case, by merger);
conclusion accession agreement
drawing up transfer acceptance certificate

Sample agreement on accession.

3. Holding a general meeting of all participants in the procedure. At this meeting, any issues regarding upcoming changes can be resolved, as well as changes can be made to the charter of the enterprise to which the new entity is joining.

4. Notification of the registration authority - the management of the companies is given three days for this from the moment the decision to join is made. The method of notification of this is approved by law - this is form P12003. At the same time, an entry is made in the Unified State Register of Legal Entities about the beginning of the reorganization procedure (read more about the time frame for making changes to the Unified State Register of Legal Entities here).

At the same time, it is necessary to notify the body monitoring the payment of insurance premiums . Failure to comply with these requirements or violation of established deadlines is an administrative offense.

5. Publication of the decision to carry out reorganization by merger in the “Bulletin of State Registration” . After an entry has been made about the beginning of the reorganization, it is necessary to publish a notice of the upcoming procedure in the “Bulletin” twice (once a month).

Sample decision on reorganization in the form of merger.

6. Notification of all known creditors of the reorganization. Five days are allotted for this from the moment the registration authority received the notification. Informing creditors must be in writing and in such a form that it can be proven later.

Sample notice to the creditor about the start of reorganization in the form of merger.

7. Collection and preparation of a package of necessary documents. These include:

statements in form P16003, P13001 and P14001;
agreements adopted at general meetings of participants;
minutes of these meetings;
minutes of the general meeting;
deed of transfer ;
a new edition of the charter of the newly formed enterprise;
certificate from the Pension Fund of the Russian Federation confirming the absence of debt;
copies of publications in the "Bulletin";
evidence of sending notices to creditors (mail receipts, notices with a receipt stamp, etc.);
receipt of payment of the state duty, which is charged for registering a new edition of the charter.

Before the formation of the transfer act, an inventory procedure at the enterprise that is being merged. Its results will be displayed in this document.

Sample deed of transfer.

And about the transfer act during reorganization by merger, transformation of a closed joint stock company into an LLC and division, read here.

8. Submission of prepared documents to the Federal Tax Service. If everything is in order with the prepared documents, tax officials make entries in the Unified State Legal Entity about the termination of the activities of the acquired enterprise (or enterprises).

It is from this moment that the reorganization procedure by merger is considered completed and the old company ceases its activities . Now all rights and obligations (including debts) of the old enterprise are transferred to the successor company.