Sometimes there comes a time when the business ceases to generate income, and the only way to do something about it - to carry out a complete reorganization. This process is fully regulated by Article 57 Civil Code RF, as well as 52 and 16 articles of the Federal Law.

One of the forms of reorganization is a merger, which differs from all others in that the reorganized firms cease to exist, merging into one. Their entire staff, all their debts, and all their inventory becomes common: from several small companies, one big one is formed.

Step-by-step instruction

Of course, like any operation that takes place in accordance with the law, the reorganization must be legally formalized and take place in a clearly established manner:

• Selection of participants in the process. Initially, the participants in the merger must agree on the formation of one large firm. Their minimum number is two, the maximum is not limited, and all of them must belong to the same legal category: either they must be a joint-stock company or an LLC. Joint-stock company cannot join society with limited liability, for this he needs to first change his own form.
• Acceptance of the procedure agreement. Having made a decision, the boards of directors of all enterprises must hold closed meetings, as a result of which an agenda is formed for general meeting. The minutes of the meeting of the board of directors must indicate the dates of the general meeting, how it will be convened, as well as what and in what order the issues will be discussed there.
  When this is finished, a general meeting is held, and it discusses:
  • the problem of reorganization itself;
  • the procedure for signing the merger agreement;
  • the procedure for signing the deed of transfer;
  • state notification.

  It is also important to determine who exactly will submit documents to state institutions. As a rule, they are submitted by one company, which is chosen by the rest. The minutes of its general meeting must be dated a day later than all the others.

• State notification. To the authorities state registration documents are submitted by the selected company. Each enterprise submits documents to the tax authorities separately at the place of its actual address. This is done no later than on the third day after the decision to conduct the procedure.
• Notice to Creditors. Since creditors play an important role in the life of any company, and for reorganized companies they often remain the same, they must also be notified no later than five days after the official decision is made. This is done, as a rule, in writing, which indicates how many organizations are involved in the process, brief information about them, as well as the conditions under which the reorganized company agrees to work with creditors further.
  Having personally received the notification, the creditor must sign for its receipt. Or you can send a document by registered mail, which will allow it to be considered received when a receipt is received from the mail.
• Publications. After the successful reorganization, when the state registration authorities have already issued a certificate to the resulting company that the procedure was successful, an announcement about this event should be placed in the State Registration Bulletin. It should indicate which firms were reorganized and what happened as a result. The first time the announcement is published immediately after the merger, the second time - a month later, when the company is already operating as usual. This is to notify everyone who has worked with her or is going to work in the future.
• Notification of all involved. In addition to creditors, everyone who has something to do with the resulting firm should be notified. This is logical not so much even from the law, but for reasons of consistency and courtesy: counterparties must make changes to their document flow so that it remains legal.

Recent changes in the legislation on reorganization legal entities you can watch the following video:

Required documents

In order for the merger to become possible, the following documents must be submitted to the state registration authorities:

• A statement from each person involved, which must indicate their full legal details, and also approved that the process takes place with the full recognition and approval of all participants.
• Decision on the reorganization of a legal entity, adopted by the council directors of each individual firm.
• The merger agreement, which indicates the conditions under which the parties agree to the merger, what requirements they are going to comply with, the time frame for carrying out the procedure, and what will happen if one of them violates the agreement.
• The deed of transfer, which regulates the transfer of employees and property of all organizations.
• A document stating that the state fee has been paid.

You need to fill out the papers carefully - the information in them must be up-to-date, reliable and clearly spelled out so that you do not have to submit the package again.

Transfer of property, rights and obligations

Notifying the state is not enough. You still need to make sure that everything goes according to plan. Property must be transferred, workers must be re-registered, old debts must be paid:

• deed of transfer. It regulates all property owned by merging companies. It should be dated by the last date of the reporting period and include everything that can be of benefit: real estate, cars, technical equipment, even intellectual property.
  It is important to remember that the information specified in the act must be up-to-date - it is impossible for the newborn organization to transfer already irrelevant or broken property, as well as long-decommissioned inventory. It is also impossible for something already non-existent, for example, stolen, to pass to it. You can specify everything briefly, just a list, or you can make an application to the act with detailed description each position, which can take up to hundreds of pages.
• Transfer of claims and obligations. The debts of the firm that participated in the merger are automatically transferred to the newborn company, no paperwork is required for this. You should just continue to fulfill the once concluded agreement. If the obligations were exclusively informal in nature and were not documented, they are still inherited and must be fulfilled, otherwise the deceived party may sue.
• Real estate transfer. Despite the full continuity and instructions in the deed of transfer, the resulting organization must apply to the State Register and, having paid the fee and provided all the documents, officially re-register everything for itself.
• Transfer of accounts, transactions, branches. Banks should provide full information about the procedure and re-register all accounts for a newborn company. All concluded transactions should also be re-registered. Branches should be transferred to the new organization in advance.
• Transfer of intellectual property and licenses. If the merged companies sold intellectual property or needed permission to operate, the resulting company needs to re-register all licenses and patents for itself, paying a state fee.
• Personnel transition. There are two ways to re-register employees: fire them all from merging firms and hire them as a newborn in the usual way, or not transfer anywhere, but simply make them work books a record that the company has been reorganized.
  An employee can refuse to transfer and quit - in this case, his dismissal takes place in the normal mode and does not require special attention. The rest continue to work, and an entry is made in their labor records like: “The Horns and Hooves Limited Liability Company was reorganized by merging on January 20, 2016 with the Tails and Horseshoes Limited Liability Company. Signature, number.

Since all transitions require time and money, there are two ways in which they can be done:

1. On one's own. In this case, representatives of the merging companies independently run around the authorities, sit in lines and deal with documents. This is not so much energy-consuming as a chore, and requires professionalism and attention to detail.
2. With the help of a hired lawyer. In this case, a hired worker walks through the chain of command. He sits in queues and fiddles with documents.

With due attention and a careful approach to business, any firm can carry out this procedure on its own.

Every day business becomes more interesting and more difficult. It is now almost impossible to achieve great success if you are alone in the world of economics and big money. If earlier it was possible to climb to the top relying only on one's own strength and knowledge, today the situation is a little different.
Alliances between companies are what will help you work even more efficiently and productively. We do not want to say that you need a merger or some other form of unification. No, we're talking about something completely different. By an alliance, we mean beneficial cooperation that will be beneficial to both sides. In one of his interviews, Sergey Brin, the founder of Google, said that modern business built on the ability to cooperate, negotiate, find benefits in every acquaintance. And indeed it is. If you do not know how to communicate with potential partners, or you think that you do not need anyone and you will achieve everything yourself, then you are very much mistaken. Of course, you can also develop a business on your own, but up to a certain point, up to a certain stage, which you cannot go through without the help of partners.

So, in this article we will try to answer the following questions:
What advantages of your company will be of interest to the distributor
How to convince a potential partner that working with you will be profitable and productive
In what areas of business are alliances necessary and most effective?

Business alliances: 8 real examples

1. Equipment supplier and leasing company
Equipment for small and medium businesses is not a cheap pleasure. Often potential clients are faced with the fact that they simply cannot financially pull out a purchase, even if it is very necessary. A bank loan also does not always save, because the interest in our country is simply incredible. Then you need to either refuse to buy, waiting for better times, or look for other ways to get money.
One Russian company, which is engaged in the sale of expensive equipment, has entered into a contract with a leasing company, according to which all customers who wish to purchase equipment from this company will receive special leasing conditions. As practice has shown, many refusals to purchase were precisely due to the fact that people were scared away by the price. Then, during sales, the emphasis was placed precisely on financing and the conditions for cooperation with the leasing company, and only then it was said about the advantages of the equipment. This strategy allowed to significantly increase sales and was beneficial for the leasing company, which received additional customers and a reliable partner.
You can practice a similar type of cooperation not only when selling equipment, but also where very expensive goods are sold, the purchase of which can cause certain financial difficulties.

2. Developer and apartment owners
Although demand in the real estate market still exceeds supply, the struggle for a buyer is very serious. One major developer decided to attract new clients in a very interesting way. They turned to people who rent out their homes with a very unusual offer. Only one question was asked: “How much do you earn renting an apartment per month? 500-700 dollars? What if we give you more than your annual salary per day? Interesting offer, but the essence of it was that the apartment owners had to notify their tenants that they had agreed with the developers on a fairly profitable deal, in which the tenant could get his own apartment, paying monthly an amount not exceeding today's housing rent. Also, a potential buyer of an apartment from the developer was helped with an advance payment.
Thus, every landlord who persuaded his tenant to use the services of the developer and buy an apartment from them in installments received a check for up to $ 5,000. Another advantage that motivated landlords to persuade their tenants to take advantage of this offer was the fact that if they do not rent an apartment 3 months after people move out of it, the developer company will compensate for the cost of rent.
As a result of such cooperation, the developer earned millions of dollars in a matter of months, while such a company was cheaper than most known advertising methods.

3. Two producers of dumplings
Dumplings are a hot commodity, especially on the eve of some holidays or festivities. It so happened that in Moscow, on the eve of the New Year, a machine that kneads the dough broke down in one workshop. It is clear that replacing him is not a day's work, and will entail certain difficulties. The result is deplorable - the work is worth it, the profit is not coming. Then the head of the enterprise turned to competitors with a proposal to give them a part of the profits from the sale of dumplings in exchange for permission to use a machine for kneading dough. The consent was received, and both companies were satisfied with such an interesting cooperation.

There is also an example construction company, which had a lot of necessary and expensive equipment, but did not use it regularly. Then the idea came to give this equipment to other companies in exchange for a part of the profits from its use.

4. Repair company and supplier of cleaning products
One western firm that refurbishes the premises cooperated with the sellers of cleaning products. The latter willingly provided the contact details of their customers, and the repair company recommended cleaning products to their own customers.
The Russian medical Center. He issued gift certificates with a face value of 100 rubles. for receipt medical services. The certificate was issued to all supermarket customers with purchases over 1,000 rubles. In the supermarket, the amount of the average bill increased, and the flow of customers poured into the medical center.
And one more example. When installing electric cooktops, Stylish Kitchens leaves customers a booklet from the manufacturer of cleaning products for these cooktops. It advertises the product, and at the same time explains how to care for this device so that it lasts longer.

5. Garden furniture seller and furniture companies
A garden furniture salesman established business relationships with several furniture companies that specialized in sales of a different profile. He promised their sales reps a reward for every customer they referred. But the trick was not in the way of cooperation, but in mutual settlements. He paid rewards in cash personally to everyone who brought a client, while saying words of gratitude and asking him to work in the same spirit.
The practice is also known when wedding salons work with various agencies organizing holidays for the newlyweds. Generally, in wedding business everyone cooperates with everyone, everyone is connected. If you are a loner, you are unlikely to be able to get a decent order.

6. Two firms selling stationery
Here the situation is very interesting. Firm No. 1 offered its competitor information about those customers who did not dare to place an order with them. In return, they wanted to receive 50% of the profits of those clients about whom they gave information. As a rule, if your offer did not suit the buyer, then it is unlikely that he will already apply to your company, but a competitor can still compete for it if he knows who to fight for.
As a result of such cooperation, everyone benefited. Firm No. 1 gave away "unnecessary" customers, and Firm No. 2 received potential buyers. Of course, a partner can deceive you and not say that the transactions were completed successfully, but in this case, he risks that the deception will be discovered, and the flow of “free” clients will end.

7. Producers of related products
This alliance was between a nail polish manufacturer and a nail care manufacturer. Both companies held joint workshops, held meetings with distributors, where they talked about the benefits of using their products in combination. This increased sales because interested parties bought both products at once.
The lacquer manufacturer even went for a rather unusual and strange move - it began to cooperate with competitors, promoting their product, but in return receiving part of the profits. Quite an unusual practice, and few people agree to such a move. But, as you can see, the decision has borne fruit.

8. Supermarket and entertainment center
This alliance, as for me, is one of the most interesting and profitable. The city has the largest and most famous entertainment center with a skating rink, bowling, cinemas and various playgrounds. So, the cooperation consisted in the fact that when buying goods for a certain amount or more, you received a discount certificate for all entertainment in this center. In supermarkets, the flow of people is huge and thus the center has received even more visitors. You might think, what is the benefit to the supermarket, because they, in fact, advertise their partners for free. The benefit is obvious. People tried to buy more to get a certificate. And it doesn't matter if they need the goods they purchase, the main thing is that they will receive a discount. According to statistics, during the month of such cooperation, supermarket sales increased by 7%, which is a very good indicator. Unfortunately, we do not have statistics on the growth of visitors to the entertainment center.

Business alliances: what are the conclusions?

If we conclude from all of the above, then we can say that business alliances are quite effective way development of the company, achievement of new goals, reaching a more serious level of work. If you have a good marketing sense, are able to negotiate and work in a team, then it is likely that such an alliance will only benefit your company.
Modern business must be very flexible. You simply must be able to cooperate even with competitors, if it will bring profit to both you and them. You must always look to the future, understand how beneficial such an alliance will be, and whether you need it.

In normal business practice 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 seen 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 merger decisions indicate a weighty reason for this, determine the timing, procedure and budget for all reorganization measures, appoint a 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 the IFTS enters into the Unified State Register of Legal Entities information about the start 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 the solution of other property and organizational issues can be a difficult step. 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:

1. 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.
2. 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 remove former owners liability for obligations that arose during the existence of the liquidated LLC.

Acquisitions and mergers are often used to structure companies. These are operations of an economic and legal nature, designed to combine several organizations into a single corporate structure. The owners of the new business unit are persons who have a controlling stake at their disposal. The purpose of the event is to improve the efficiency of capital.

What are the main pros and cons?

In an effort to improve our financial results businesses are trying to merge. Joint management significantly increases the efficiency of organizations. Mergers and acquisitions in Russia, as practice shows, provide an opportunity to adapt to the progressive system of the economy and gain additional privileges in the competitive struggle.

The benefits of merging are obvious:

• reducing the time to achieve a positive effect;
• optimization of the tax base;
• geographical expansion of business;
• obtaining control over tangible intangible assets;
• acquisition working capital directly at the previously reduced cost;
• instant purchase of a certain sector of the market.

There are also some disadvantages:

• sufficiently large costs relating to the payment of penalties;
• significant difficulties in the presence of companies in different industries;
• possible difficulties in interacting with new employees;
• in fact, the deal may not be very profitable.

Features of ongoing processes

Acquisition and merger operations carried out have their own specifics. With a voluntary merger of companies, it is necessary to form a new legal entity. If one enterprise joins another, then the main one retains its essence as a subject. All rights and obligations of subsidiaries pass to him.

A merger is the process of combining two or more legal entities on a voluntary basis. After registration of all documents, a new one begins to function. Combination can take place according to two scenarios.

1. The restructuring of companies is carried out with complete liquidation. The formed enterprise acquires the assets and liabilities of the incorporated entities.
2. When merging, a partial transfer of the rights of existing entities on the rights of an investment contribution is made. Participants in this case retain administrative and economic integrity.

A company takeover is a process in which one company buys out another. After registration, she begins to fully control her activities. At the same time, the dominant firm acquires from 30 percent of the authorized capital of the second legal entity.

Classification of join procedures

Mergers and acquisitions in progress can be divided into various principles. The type of association is selected depending on the conditions established in the market environment, as well as on the potential opportunities that business companies have.

The table shows the main types of joins.

Also, mergers and acquisitions are classified according to national and cultural characteristics. If the organizations being restructured are located on the territory of one state, then they are considered national. Their activities do not go beyond the boundaries within which they conduct it. Transnational is the union of entities from different countries. Their number can be unlimited. Nowadays, multinational corporations are common.

Fundamental points of a positive effect

In order for the takeover and merger to be positive, it is necessary to take into account some factors:

• determination of the optimal form of association;
• the speed of connecting the staff of middle and senior managers to the process;
• the amount of expected capital for the implementation of integration;
• the order of the transaction;
• selection of the main representative for future relations.

During the operation, it is necessary to understand from the very beginning that obtaining a positive result when combining organizations should lead to an increase in profits. At the entire stage of restructuring, mistakes made should be eliminated in time. The ultimate goal is not only the presence of a synergistic effect, but its maintenance for a long time.

Preparing for the M&A process

At the initial stage, the main tasks are set and ways to solve them are determined. It is required to understand whether the set goals can be achieved by alternative methods. To do this, it is necessary to carry out procedures to increase internal capacity, develop suitable marketing strategies and other measures that can bring closer to the planned result.

After that, a search for a suitable company for the merger is carried out. Preparation directly for the transaction takes place in three stages.

1. The field of activity of the enterprise is being studied: the dynamics of growth, the possible distribution of potential, the impact external factors. The first step is to consider actual assets and liabilities.
2. Analyzed their own capabilities. In any case, the company must conduct an unbiased self-assessment. Using the data obtained, you can understand what criteria should be followed when choosing an organization.
3. Potential competitors are being explored. You can feel all the positive aspects of the unification if you carefully study the potential of rivals. By evaluating them, it is easier to determine the strategic direction.

Analysis of the effectiveness of the transaction

There is an opinion that the merger of companies will be a tremendous success if a company from a market area that is progressively developing is chosen as an opponent. However, this approach is not correct. The final evaluation of mergers and acquisitions is done on the basis of various studies:

• analysis of the balance of incoming and outgoing transactions;
• determining the benefits of integration for all parties;
• taking into account the features of the association;
• identification of the main problems in the field of the tax base, personnel and legal restrictions.

Possible negative points

Conversions from economic structures can have both positive and negative effects. Studies have shown absolutely different results. Analysts came to the conclusion that negative moments arise for a number of reasons related to each other:

• erroneous assessment of the capabilities of the merged company;
• misuse financial resources required for integration;
• illiterate steps at the stage of combination.

Application in practice

In a period of economic instability in the state, the best way out of the situation is to create an alliance. Such measures will help reduce the value of assets and unite efforts to survive during the crisis. There are quite a few examples of mergers and acquisitions, but the option with the American company LHC Group deserves special attention.

The presented organization managed to double its own value within six months. And this is in the conditions financial crisis. The use of an outsourcing scheme made it possible to increase the structure by 8 economic units in just six months. The financial benefit won made it possible to significantly expand the scope of services. The company was able to find opportunities for progressive development through investment, despite negative external factors.

As a conclusion

On the Russian market mergers and acquisitions total amount transactions decreased by an average of 29 percent. This is due to the decrease in the volume of operations performed. The share of the Russian Federation in the world market was approximately 1.3 percent. Over the past decade, such low rates have not been observed. As for foreign investments, their volume increased by 40 percent.

"). In the final article, we will look at the features of the merger. Do I need to close my checking accounts? Should income and expenses be recorded if the debtor and creditor are involved in the merger? We have answered these and other questions in this article.

The initial stage of the merger

A merger is a form of reorganization in which several companies cease to exist as separate legal entities and are merged into one, larger entity.

The sequence of steps to be followed in the first stage of the merger is the same as in other forms of reorganization. We have given all the necessary actions in the table.

Steps to take in the early stages of a merger

deed of transfer

The next step is the preparation of the deed of transfer. Each company participating in the merger must draw up this document. The date of the transfer deed can be any. But it is better that it coincides with the end of the quarter or year - as stated in paragraph 6 of the Guidelines for the formation of accounting during reorganization *.

The deed of transfer must contain provisions on succession (Article 59 of the Civil Code of the Russian Federation). This is information about the amounts of receivables and payables, as well as about the property transferred to the newly created company. The value of property according to the transfer act can be market, residual, initial, or corresponding to the actual cost of inventories (clause 7 of the Guidelines for the formation of accounting during reorganization).

There are no restrictions on the form of the deed of transfer. Most often, it is drawn up in the form of an ordinary balance sheet and transcripts are applied for each of the lines. Inventory sheets can be used as transcripts. There is another option: to abandon the balance sheet, but simply list all types of assets and liabilities (fixed assets, intangible assets, "receivables", "creditors", etc.) and indicate their value. And in separate applications, provide lists of objects, debtors, etc. ( exemplary samples transfer deed can be downloaded or).

Period until completion of the merger

Then it is necessary to prepare documents for reorganization. This is a deed of transfer, a statement of registration of a company created by merger, a decision on reorganization, a document of payment state duty etc. A complete list is given in paragraph 1 of Article 14 federal law dated 08.08.01 No. 129-FZ.

The package of documents should be brought to the "registering" IFTS and wait until the inspectors make an entry in the Unified State Register of Legal Entities. With the advent of this record, the predecessor companies will cease to exist, and a new successor organization will appear in their place. But until the waiting period is over, the predecessors continue to work: they accrue salaries, depreciation, draw up a "primary", etc.

Final financial statements of predecessor companies

Each company participating in the merger must draw up the final financial statements on the date preceding the date of the reorganization entry in the Unified State Register of Legal Entities. The reporting consists of, and, an explanation and an auditor's report (if the company is subject to mandatory audit).

The final accounting should reflect the transactions made in the period from the moment of signing the deed of transfer to the closing of the predecessor organization. Due to these operations, the indicators of the final balance sheet will not match the indicators of the transfer act.

In addition, each predecessor company must close Account 99 Profit and Loss. Profit can be distributed according to the decision of the founders.

After the final reporting, the predecessors should not submit balance sheets and other documents, since the last reporting period for them is the time from the beginning of the year to the date of the merger.

Introductory reporting of the newly created organization

An organization created as a result of a merger must draw up introductory financial statements on the date when an entry on reorganization is made in the Unified State Register of Legal Entities. In the lines of the opening balance sheet there will be the sum of the corresponding indicators of the closing balance sheets of the predecessors. The exception is mutual settlements between predecessors - 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 the creditor coincide, the obligation is terminated. Also, in the introductory reporting of the assignee, it is not necessary to summarize the data on the profit and loss statements of the reorganized companies.

Particular attention should be paid to authorized capital successor organization. If it is less than the sum of the predecessors' capital, then the difference is reflected in the balance sheet in the line "Retained earnings (uncovered loss)". If the authorized capital of the successor is greater than the amount of capital before the reorganization, such a difference in the balance sheet does not need to be shown. In both cases, the accountant does not make any postings.

Introductory reporting must be submitted to the Federal Tax Service Inspectorate either immediately after registration or at the end of the current quarter - depending on what is more convenient for your inspector.

"Primary" in the transition period

After the merger, the newly created company "inherits" the contractual relationship of the reorganized legal entities. But the treaties themselves are still concluded on behalf of the predecessors. The question arises: is it necessary to sign additional agreements on the replacement of the parties to the transaction? Or you can just send to counterparties information letters, which indicate the name and details of the successor company?

We believe that additional agreements are not needed, because all the rights and obligations of each of the predecessor companies under the deed of transfer (clause 1, article 58 of the Civil Code of the Russian Federation) are transferred to the newly created organization. This also applies to contractual relations. This means that in order to continue cooperation with suppliers and customers, an extract from the Unified State Register of Legal Entities and a deed of transfer is sufficient.

As regards waybills, certificates of completion and invoices, they are issued on behalf of the predecessors before the merger date, on behalf of the successor at the merger date and thereafter.

Do I need to close my checking accounts?

Often accountants doubt whether the predecessor company should close its current account before the merger. There is no such obligation under the law. In other words, the organization can transfer the account to the successor, like any other property and obligations. To do this, it is enough to bring new constituent documents to the bank and reissue the card with signatures.

Who pays taxes for reorganized companies

The newly formed organization is the sole successor, and the obligation to pay taxes for all reorganized companies is transferred to it (clause 4, article 50 of the Tax Code of the Russian Federation). In this regard, the inspectors must transfer the balances from the payment cards with the budget of each predecessor to the personal account of the assignee.

Who submits declarations for reorganized companies

If possible, predecessor organizations should report on all taxes until the moment of merger, that is, before making an entry in the single state register. But in practice, they usually do not have time to do this. Then the very next day after the reorganization, the inspectors at the place of registration of the predecessor refuse to accept declarations. In this case, all tax reporting will have to be handed over to the newly created organization in its inspection. In the case when, after the reorganization, errors of the predecessor are discovered, the successor hands over the “clarification” for him.

Please note: the deadlines for submitting declarations are not shifted due to reorganization. For example, for the year the successor is obliged to report no later than March 28 of the next year - both for himself and for each predecessor.

If during the merger the debtor united with the creditor

It happens that one participant in the merger is the debtor, and the other participant is the creditor. Then, after the reorganization, the creditor and the debtor become one, and the debt is automatically repaid. This means that due to the merger, the debtor will not have to repay the debt, and the creditor will not be able to get his money back.

Is the debtor obliged to show income on the date of reorganization, and the creditor is required to show expenses? The tax code does not regulate this issue. But officials believe that taxable income from the debtor does not arise. This point of view was expressed by the Ministry of Finance of Russia in letters to and. True, they speak of reorganization in the form of affiliation. But, in our opinion, the conclusions are applicable in the event of a merger.

In addition, similar conclusions can be drawn regarding the costs of the creditor. In other words, at the date of the merger, the creditor is not entitled to include the repaid debt in expenses.

A special case is the situation when a supplier and a buyer participate in the merger, which before the reorganization transferred an advance payment to the supplier. In such circumstances, the seller has the right to deduct the VAT previously accrued from the prepayment before the reorganization. The buyer, on the contrary, is obliged to restore the tax previously deducted when transferring the advance. The same position is given in the letter of the Ministry of Finance of Russia dated September 25, 2009 No. 03-07-11 / 242. Although the letter refers to an accession, it can also be used as a guide in the event of a merger.

Tax base for VAT

The newly created company can deduct , which one of the predecessors paid to sellers or at customs, but did not have time to deduct before the merger.

The successor must confirm the right to the deduction with an invoice and primary documents for the transaction. It is also necessary that the goods (results of work, services) acquired by the predecessor be registered for use in VATable transactions. There is one more required condition: the predecessor must submit documents confirming payment (clause 5, article 162.1 of the Tax Code of the Russian Federation).

An organization formed as a result of a merger may deduct VAT that its predecessors accrued upon receipt of an advance. The successor can do this after the sale of the prepaid goods, or after the termination of the transaction and the return of the advance. There is one limitation here - the deduction must be accepted no later than one year from the date of return (clause 4, article 162.1 of the Tax Code of the Russian Federation).

In practice, many problems arise due to the date of invoices issued in the name of predecessors. If the documents are dated after the reorganization, then the inspectors do not allow the deduction to be accepted. In such a situation, the accountant can only contact the suppliers and ask for corrections.

Income tax reporting

A reorganization in the form of a merger does not interrupt the tax period for . This is because the company is not a taxpayer, but a tax agent, and labor Relations with personnel continue (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 the reorganization.

There is one important nuance here: if, after the merger, the employee brought a notice for a 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 tax office and take another notice confirming the deduction relating to the successor. Such explanations were given by the Ministry of Finance of Russia c. In practice, inspectors everywhere follow these clarifications and cancel the deduction provided under the "outdated" notice.

Insurance premiums and reporting to funds

One of the most contentious issues arising in connection with the merger sounds like this: should the newly created organization calculate the taxable base for insurance premiums from scratch? Or does it have the right to continue the countdown begun by its predecessors before the reorganization?

The amount of contributions directly depends on the answer. If the assignee resets the base, it will automatically lose the right to exempt accruals from contributions that exceed the limit value (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.

In our view, in a merger reorganization, the successor company should start over to determine the contribution base. This is explained by the fact that for an organization created after January 1, the first billing period is the time from the date of creation to December 31 (part 3 of article 10 of the Federal Law of July 24, 2009 No. 212-FZ). At the same time, there are no provisions in this law that would talk about the transfer of the base “by inheritance”.

If the predecessors before the merger did not pay contributions or did not report to the funds, the assignee will have to do this. This duty enshrined in part 16 of Article 15 of Federal Law No. 212-FZ.

* Guidelines for the formation financial statements when carrying out the reorganization of organizations, approved by order of the Ministry of Finance of Russia dated May 20, 2003 No. 44n.