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When reorganizing, what documents are needed. How to draw up personnel documents when reorganizing an enterprise. List of required documents

    Reorganization is a procedure during which the owners change and several organizations are merged into one.

    Some consider it inappropriate due to the decrease in the efficiency of the company. Others believe that the merger creates more opportunities for doing business.

    Reorganization legal entity depending on the type and form established by the Civil Code of the Russian Federation, it is carried out by performing the following actions:

  • separation - there is the formation of one or more new companies, and the former organization continues to carry out its activities;
  • divisions - one legal entity is divided into several companies, and the activities of the original organization are terminated;
  • join - others join one organization. In this case, only one organization remains active, and the others who have joined it cease their activities;
  • mergers - as a result of the merger of several legal entities, a new company is formed, and the activities of the previous organizations are terminated;
  • transformations - the organizational form of the enterprise is changing (for example, a CJSC is transformed into an LLC).

The documents

For reorganization, the following documents and information will be required:

  • certificate confirming the termination of the company's activities (in the event of a takeover or merger);
  • an agreement on the reorganization of an enterprise (in the event of a takeover or merger);
  • decision or protocol of the participants on the conduct of the procedure;
  • act of acceptance and transfer of documentation (personnel, accounting, banking) to the legal successor;
  • a certificate of registration of changes in a government agency;
  • an extract from the Unified State Register of Legal Entities (in the event of a takeover or merger) to confirm the exclusion from the state register of a legal entity liquidated as a result of reorganization;
  • information related to the main line of business of the company;
  • data on financial institution serving the organization;
  • other information and documents - if necessary.

Reorganization procedure

Conversion is carried out in next order:

  • making a decision on the reorganization of an enterprise by participants (founders) or an authorized state body;
  • approval of such mandatory documents as a separation balance sheet or deed of transfer;
  • making changes to constituent documents existing companies and approval of constituent documents of newly created organizations;
  • posting in the media in which information about the registration of legal entities by a state body is published, twice, once a month, a message about the reorganization of an enterprise after the entry on the beginning of the procedure has been made in the Unified State Register.

In case of participation in the reorganization of two or more companies, a message about it on behalf of all of them must be published by the company that decided to participate in the procedure last, or by a legal entity, defined by agreement about accession or merger.

Then registration follows:

  • companies formed after the reorganization;
  • liquidation of organizations whose activities ceased after the transformation;
  • changes to the constituent documents of those companies that continue to exist (if separated).

In accordance with paragraph 4 of Art. 57 of the Civil Code of the Russian Federation, the reorganization is considered complete (the exception is in the form of affiliation) from the moment the newly created companies are registered by the state body.

The process of reorganization of an enterprise in the form of a takeover, when another company is joined by another, is considered completed after the entry into the Unified State Register of the termination of further activities by the affiliated legal entity.

The companies created as a result of the transformation undergo state registration in accordance with the norms provided for in Chapter. V of the law "On state registration legal entities and individual entrepreneurs"No. 129-FZ of 08.08.2001 (hereinafter - Law No. 129-FZ).

Dates of the

The reorganization of a legal entity is carried out in accordance with the requirements of the Civil Code of the Russian Federation and Art. 8 of Law No. 129-FZ, therefore, mandatory should be published twice with a frequency of once a month, a notice in the media about this procedure. Taking into account this requirement, the reorganization period was determined - 3 months.

Compliance depends on the following factors:

  • timely preparation and submission of documents necessary for the correctness of the procedure;
  • the occurrence of unforeseen circumstances;
  • actions of state bodies.

Reorganization of a legal entity is a complex and lengthy procedure that requires knowledge of legal norms and other nuances. Therefore, for its implementation, it is better to use the services of experienced lawyers of our company. Thanks to their high qualifications, they will carry out the transformation of your company in accordance with the requirements of the legislation and in the shortest possible time.

Regardless of the form of reorganization (merge, attachment, division, separation, transformation), you need to go through the following procedure.

Choosing a shape

During 3 working days

2

We form a package of documents

Documents related to the completion of the reorganization can be submitted to the registration authority after 30 days from the date of the second publication of the message on the reorganization of legal entities in the journal "Bulletin of State Registration", as well as the expiration of three months after entering into the United State Register legal entities records of the beginning of the reorganization procedure.

When you reorganize in a reorganization form, you do not need to publish the reorganization information.

3

Determining the inspection

When joining, documents are submitted to the tax office at the location of the organization to which the affiliation takes place.

4

We hand over documents

You can submit documents in one of several ways convenient for you.

5

We receive documents

On 6th working day the applicant personally or through a representative with a notarized power of attorney can receive documents on state registration.

Documents can be sent to your address and by mail. Within the territory of Moscow, the document can also be obtained through DHL Express and Pony Express.

During 3 working days after the date of the decision on the reorganization, it is necessary to notify the registering authority in writing about the beginning of the reorganization procedure with the attachment of the decision on the reorganization.

If more than two companies are involved in the reorganization, then the decision on the reorganization of each of them is attached to the notification. In this case, the notification is sent by the legal entity that made the decision last, or by the person specified in the decision on reorganization.

On the basis of notification, the registration authority within 3 working days makes an entry in the Unified State Register of Legal Entities that the legal entity (persons) is in the process of reorganization.

Applicants when entering information about the beginning of the reorganization may be:

  • head of a permanent executive body a reorganized legal entity or another person who has the right to act on behalf of this legal entity without a power of attorney. In the event of the reorganization of two or more legal entities - the head of the permanent executive body of the legal entity that was the last to take the decision on the reorganization, or determined by the decision on reorganization, or another person who has the right to act on behalf of these legal entities without a power of attorney;
  • another person acting on the basis of the authority provided for by federal law, or by an act specially authorized to do so government body, or an act of the local government.

Attention! The reorganization notice is published in the State Registration Bulletin. It contains information about each participant in the reorganization, its form, the procedure and conditions for the creditors to declare their claims, as well as other information provided by law.

Formation of a package of documents

Packages of documents are distinguished depending on the form of reorganization.

In other forms of reorganization:

such as: transform, highlight, split, merge.

Package of documents

  • Application for state registration of a legal entity created through reorganization
  • Constituent documents. Submitted in two original copies if presented in person or by mail, in one - if sent to in electronic format
  • Merger agreement. Reproduced in one original copy
  • Deed of transfer (in case of division and separation)
  • receipt for payment of the state duty in the amount of 4000 rubles. You can generate a receipt for payment of state duty using the "Payment of state duty" service
  • A document confirming the submission of information to territorial body The Pension Fund

Attention! A document confirming the submission of information to the bodies of the Pension Fund is not required. Necessary information at the territorial body of the Pension Fund tax authority will ask for it yourself.

The list of information submitted to the territorial body of the Pension Fund is defined by sub. 1-8 p. 2 art. 6 and clause 2 of Art. 11 of the Federal Law of 01.04.1996 No. 27-FZ "On individual (personified) accounting in the compulsory pension insurance system"; as well as part 4 of Art. 9 of the Federal Law of 30.04.2008 No. 56-FZ "On additional insurance contributions for the funded part of the labor pension and state support formation of pension savings ”.

in the form of a merger, is one of the heads of permanent executive bodies of legal entities that cease activities as a result of reorganization, or other persons who have the right to act on behalf of these legal entities without a power of attorney.

By the applicant for state registration of a legal entity created through reorganization in the form of selection, is the head of the permanent executive body of the reorganized legal entity or another person who has the right to act on behalf of the legal entity without a power of attorney.

By the applicant for state registration of a legal entity created through reorganization in the form of transformation or separation is the head of a permanent executive body of a legal entity that ceases to operate as a result of reorganization, or another person who has the right to act on behalf of this legal entity without a power of attorney.

When making an entry on the termination of activities of the affiliated legal entity, the applicant may be the head of the permanent executive body of the registered legal entity or another person who has the right to act on behalf of this legal entity without a power of attorney.

At state registration of a legal entity created by reorganization, when making a record on the termination of the merged legal entity, the applicant may be another person acting on the basis of the authority provided for by federal law, or an act of a specially authorized state body, or an act of a local self-government body.

When drawing up a separation balance sheet and a deed of transfer it should be noted that these documents must contain provisions on succession for all obligations of the reorganized company in relation to all of its creditors and debtors. Including for obligations disputed by the parties (Art. 59 of the Civil Code).

Attention! From 01.01.2019 when sending documents for state registration in the form electronic documents, including through the MFC and a notary, pay state fee not required!

Reorganization is a rather complicated and lengthy process. To organize it, a whole package of documents is required. What kind of documents are needed for the reorganization?

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What is it

The concept and forms of reorganization received their clear legislative regulation in the Civil Code of the Russian Federation ().

The reorganization can be characterized as a change in the organizational and legal form of an enterprise, its expansion by joining or the creation of a new legal entity.

Reorganization documents - papers required to organize this procedure. Moreover, the list required documents may differ depending on the form of reorganization.

Legislation

Reorganization issues received their regulation in Civil Code RF.

In particular, the rules governing the reorganization process are contained in. But the Civil Code of the Russian Federation provides only general provisions that apply to all types of legal entities.

Selected regulations also contain rules on reorganization issues.

Video: types of procedures

What is it based on

The reorganization is based on certain documents. Each of these instruments plays important role in the process of reorganization of the enterprise.

Registration certificate

The company registration certificate is the most important document required for reorganization.

This document is issued by the registering authority at the end of the state registration process.

The registration certificate indicates the data of the legal entity (name, date of registration, etc.). It is this document that confirms the fact of state registration of the company.

Registration certificate

This is the next important document that is applied in the reorganization process. This document is issued by the tax office.

This document contains the following information:

  • Company name;
  • OGRN;
  • TIN and KPP;
  • date of state registration;
  • the name and address of the body that carried out the state registration.

Articles of Association or Articles of Association

The charter is the most important constituent document. The text of the charter was adopted general meeting founders. Of course the text of this document can be found on the internet, but it is better to develop it yourself.

When reorganizing, it is necessary to indicate the name of the company, the legal successor of which is the new legal entity. Example of a typical charter

The charter must also indicate:

  • full and abbreviated name of the enterprise;
  • location;
  • governing bodies and their powers, etc.

An agreement on the creation of a company can also act as a constituent document. V this agreement the legal relationship of the founders is regulated until the end of the reorganization process and the creation of a new enterprise.

Documents from funds

These are pension funds, compulsory health insurance funds. Very often, when reorganizing, companies receive certificates from these institutions.

The certificate contains information that the company, which is in the process of reorganization, does not have any debts to the fund.

This document is not mandatory for state registration. Accordingly, the company may not present it, and the registering authority cannot refuse the state registration of the enterprise.

Appointment protocols

This is the decision on the appointment of the head of the enterprise.

This document is accepted by the founders and contains information about the person who is appointed as CEO.

In some forms of reorganization (for example, when the organizational and legal form of the company is changed), it is possible to reappoint the CEO to the same position. Very often, a protocol on the appointment of the chief accountant of the company is also created.

The need for such a document primarily due to the fact that general manager- a person who can act on behalf of the company without a power of attorney.

It is the director who submits an application for state registration of the newly created company to the tax service.

Classifier codes

Classifier codes are the codes of economic activities. The selection of codes must be taken very carefully and all types must be indicated. entrepreneurial activity that the company is going to deal with.

These codes must be indicated in the application for state registration of the company, which is presented to the tax office.

Name and location data

These data must be indicated in the application for state registration of the company. In this case, it is necessary to indicate both the full and abbreviated name of the company.

As for the location, this is the legal address of the company, which is indicated in registration documents and to which in the future all notifications and letters sent to the legal entity are sent.

In this case, it is also necessary to present to the registering authority:

  • premises lease agreement and a letter of guarantee from the owner, if the company will operate in the rented premises;
  • certificate of ownership, if the premises belong to the company by right of ownership.

All about the leaders

This is the data of the head of the company. You can present the manager's passport as a supporting document. It may also be required to present a protocol of appointment to the position of the head.

Accountant data

The chief accountant plays an important role in the company's activities, and very often it is required to provide certain information about the person holding this position.

In the form of separation

In this case, in addition to the standard package of documents, it is necessary to present a separation balance sheet, which indicates information about which property is transferred to each of the legal entities.

In the form of selection

In this case, as in the case of division, it is necessary to draw up a separation balance sheet.

In the form of accession

Below are the documents for reorganization in the form of affiliation:

  • application for making an entry in the register of legal entities persons on the termination of the activities of the company that joined;
  • reorganization decision;
  • a receipt for payment of the state fee;
  • a signed accession agreement;
  • deed of transfer.

Affiliation is the most difficult form of reorganization. In practice, very often problems arise during the preparation of the necessary documents.

Is it possible to refuse the procedure

In practice, this issue has not received its clear legislative regulation. In fact, it is possible to undo the reorganization only in judicial procedure... At the same time, the decision of the founders to cancel the reorganization in this case does not have any meaning. What should be done?

Reorganization of an enterprise is an effective and widely applied way of solving many issues and problems facing an organization. The legislation defines its following forms: merger, accession, division, separation and transformation (clause 1 of article 57 of the Civil Code of the Russian Federation). None of these are in themselves grounds for termination. labor relations with employees of the enterprise, but may entail a number personnel changes, which will need to be properly formalized.

Topics covered in this article:

  • notification of employees about the reorganization and new staffing of the enterprise;
  • registration of dismissals and transfers;
  • transfer of personnel documents to the successor organization.

Employee notification and new staffing

According to the law, the employer is obliged to notify the employees of the enterprise no later than two months in advance of the upcoming reorganization if it leads to a change in the terms of employment contracts (). This can be done in.

As a result of the reorganization of enterprises, in fact, new legal entities are created, each of which should make its own, which determines the structure of the organization, the composition and number of its personnel. It should reflect the emergence of new structural units and positions and exclusion of the former.

Registration of dismissals and transfers

As noted above, the reorganization of the enterprise is not a reason for the dismissal of employees (), however, if these structural changes require staff reduction, it will be possible to do this in two cases:

  • by running the procedure;
  • if the employee himself refuses to work in the reorganized company ().

To express his refusal to continue working, an employee can write in any form or make an appropriate entry in the already mentioned one. Based on the completed refusal, issue a dismissal order by or by and make an entry in the employee.

Transfer of personnel documents to the successor organization

The obligation to keep the personnel documents of an enterprise that has ceased operations as a result of reorganization is transferred to the successor organization. An exception to this rule is made if the reorganization was carried out by spin-off. This is explained by the fact that the company that carried out the reorganization continues to operate, therefore, only part of the personnel documents will be transferred to the separated company.

An example of registration of personnel documents during reorganization in the form of accession

The general meeting of shareholders of OJSC Linia made a decision to reorganize the Company by merging it with OJSC Vector.

The management of OJSC "Vector" has adopted new edition staffing table however, the working conditions of the employees of OJSC "Line" did not change.

Each employee of OJSC Linia was sent a notice of reorganization, in which it was possible to declare their consent or disagreement to continue working in the new organization.

After receiving the certificate of termination of the activities of OJSC Linia as a result of its merger with OJSC Vector, the head of the organization issued an order on reorganization, on the basis of which the head of the personnel department M.I. Petrova designed additional agreements To labor contracts and made the appropriate entries in work books workers.

It was decided that the place of storage of personnel documents of OJSC "Line" will be the office of OJSC "Vector".

In order for our specialists to be able to help you in the reorganization of your company, they will need to prepare documents for submission to the Federal Tax Service Inspectorate No. 46. Practice shows that the package of documents submitted for registration of a legal entity created by reorganization in Moscow includes:

1. Application.
2. Constituent documents of each legal entity arising as a result of reorganization (originals or notarized copies of documents).
3. The decision to reorganize the company.
4. Decision on the creation of a legal entity arising from reorganization (approval of the charter of a newly created legal entity).
5. Proof of publication in the media (copy).
6. Merger agreement (for merger).
7. Deed of transfer (for merger, accession, transformation) or separation balance sheet (for division, separation).
8. Receipt of payment of the state registration fee.
9. Receipt for payment of state duty for copies of constituent documents.
10. Document confirming the submission to the territorial body of the Pension Fund Russian Federation information in accordance with sub. 1 - 8 p. 2 Art. 6 and clause 2 of Art. eleven Federal law dated 01.04.1996 N 27-FZ "On individual (personified) accounting in the compulsory pension insurance system" (certificate of absence of debt).
11. Request for a copy of the charter.

Please note that if the preparation of a separation balance sheet is required for reorganization by division or separation, then a deed of transfer is required for a merger, acquisition, transformation.

Thus, in order for our specialists to have the opportunity to start the process of reorganizing your organization, you need to provide the following information:

1. The name of the organization (organizations) created through reorganization.
2. The taxation system.
3. Data on types of economic activities.
4. Copies of passports of founders and director (accountant).
5. Originals or notarized copies of the constituent documents of the reorganized legal entity (TIN, OGRN certificates, statistics codes, charter, decision on establishment, last changes, introduced and not included in the constituent documents, order for the appointment of a director and an accountant).
6. Legal address a newly created legal entity.
7. Letter of guarantee from the owner of the legal address.

You can consult in advance with our specialists by phone on issues of interest to you and appoint a time at which it would be convenient for you to arrive at our office with the documents. We guarantee you trouble-free performance of any legal action because the employees of our company are highly qualified specialists in their field.