1.1. This document defines the policy of the Company with limited liability" " (hereinafter - the Company) in relation to the processing of personal data.

1.2 This Policy has been developed in accordance with applicable law Russian Federation about personal data.

1.3 This Policy applies to all processes for the collection, recording, systematization, accumulation, storage, clarification, extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data, carried out using automation tools and without the use of such funds.

1.4. The policy is strictly followed by the Company's employees.

1. Definitions

Personal Information- any information relating directly or indirectly to a specific or identifiable natural person (subject of personal data);

operator- state body, municipal body, legal or individual, independently or jointly with other persons organizing and (or) carrying out the processing of personal data, as well as determining the purposes of processing personal data, the composition of personal data to be processed, actions (operations) performed with personal data;

processing of personal data- any action (operation) or a set of actions (operations) performed using automation tools or without using such tools with personal data, including collection, recording, systematization, accumulation, storage, clarification (updating, changing), extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data;

automated processing of personal data- processing of personal data using computer technology;

dissemination of personal data- actions aimed at disclosing personal data to an indefinite circle of persons;

provision of personal data- actions aimed at disclosing personal data to a certain person or a certain circle of persons;

blocking of personal data- temporary suspension of the processing of personal data (unless the processing is necessary to clarify personal data);

destruction of personal data- actions, as a result of which it becomes impossible to restore the content of personal data in the personal data information system and (or) as a result of which material carriers personal data;

depersonalization of personal data- actions, as a result of which it becomes impossible without the use of additional information determine the ownership of personal data by a specific subject of personal data;

personal data information system- a set of personal data contained in databases and providing their processing information technologies and technical means.

1. Principles and conditions for the processing of personal data

3.1. The processing of personal data is carried out on the basis of the following principles:

1) The processing of personal data is carried out on a legal and fair basis;

2) The processing of personal data is limited to the achievement of specific, predetermined and legitimate purposes. It is not allowed to process personal data that is incompatible with the purposes of collecting personal data;

3) It is not allowed to combine databases containing personal data, the processing of which is carried out for purposes that are incompatible with each other;

4) Only those personal data that meet the purposes of their processing are subject to processing;

6) When processing personal data, the accuracy of personal data, their sufficiency, and, if necessary, their relevance in relation to the stated purposes of their processing, are ensured.

7) The storage of personal data is carried out in a form that allows you to determine the subject of personal data no longer than required by the purposes of processing personal data, if the period for storing personal data is not established by federal law, an agreement to which the subject of personal data is a party, beneficiary or guarantor. Processed personal data is subject to destruction or depersonalization upon achievement of the purposes of processing or in case of loss of the need to achieve these purposes, unless otherwise provided by federal law.

8) The Company in its activities proceeds from the fact that the subject of personal data provides accurate and reliable information during interaction with the Company and notifies the Company's representatives about changes in their personal data.

3.2. The company processes personal data only in the following cases:

• the processing of personal data is carried out with the consent of the subject of personal data to the processing of his personal data;
• the processing of personal data is carried out in connection with the participation of a person in constitutional, civil, administrative, criminal proceedings, proceedings in arbitration courts;
• the processing of personal data is necessary for the execution of a judicial act, an act of another body or official subject to execution in accordance with the legislation of the Russian Federation on enforcement proceedings (hereinafter referred to as the execution of a judicial act);
• the processing of personal data is necessary for the performance of an agreement to which the subject of personal data is a party or beneficiary or guarantor, as well as to conclude an agreement on the initiative of the subject of personal data or an agreement under which the subject of personal data will be the beneficiary or guarantor;
• the processing of personal data is necessary to protect the life, health or other vital interests of the subject of personal data, if obtaining the consent of the subject of personal data is impossible;

3.4. The Company has the right to entrust the processing of personal data of citizens to third parties, on the basis of an agreement concluded with these persons.
Persons processing personal data on behalf of LLC Law Firm"Start", undertake to comply with the principles and rules for the processing and protection of personal data provided for by Federal Law No. 152-FZ "On Personal Data". For each person, a list of actions (operations) with personal data that will be performed by a legal entity processing personal data, the purposes of processing, the obligation of such a person to maintain confidentiality and ensure the security of personal data during their processing, as well as requirements for the protection of processed personal data data.

3.5. If the Company entrusts the processing of personal data to another person, the Company shall be liable to the subject of personal data for the actions of the said person. The person who processes personal data on behalf of the Company is liable to the Company.

3.6. Making decisions on the basis of exclusively automated processing of personal data that give rise to legal consequences in relation to the subject of personal data or otherwise affecting his rights and legitimate interests, the Company does not carry out.

3.7. The Company destroys or depersonalizes personal data upon reaching the purposes of processing or in case of loss of the need to achieve the purpose of processing.

1. Subjects of personal data

4.1. The company processes personal data of the following persons:

• employees of the Company, as well as entities with whom contracts of a civil law nature have been concluded;
• replacement candidates vacancies in company;
• clients of LLC Legal company "Start";
• users of the website of LLC Legal Company "Start";

4.2. In some cases, the Company may also process personal data of representatives of the above personal data subjects authorized on the basis of a power of attorney.

1. Rights of personal data subjects

5.1. The subject of personal data whose data is processed by the Company has the right to:

5.1.1. Receive the following information from the Company within the terms provided by the Law:

• confirmation of the fact of personal data processing by Start Legal Company LLC;
• on the legal grounds and purposes of processing personal data;
• on the methods used by the Company to process personal data;
• the name and location of the Company;
• about persons who have access to personal data or to whom personal data may be disclosed on the basis of an agreement with Start Law Company LLC or on the basis of federal law;
• a list of processed personal data relating to the citizen from whom the request was received and the source of their receipt, unless a different procedure for providing such data is provided by federal law;
• on the terms of processing personal data, including the terms of their storage;
• on the procedure for the exercise by a citizen of the rights provided for by the Federal Law "On Personal Data" No. 152-FZ;
• name and address of the person who processes personal data on behalf of the Company;
• other information provided for by the Federal Law "On Personal Data" No. 152-FZ or other federal laws.

5.1.2. Require clarification of their personal data, their blocking or destruction if the personal data is incomplete, outdated, inaccurate, illegally obtained or not necessary for the stated purpose of processing.

5.1.3. Withdraw your consent to the processing of personal data.

5.1.4. Demand the elimination of illegal actions of the Company in relation to his personal data.

5.1.5. Complain about the actions or omissions of the Company in Federal Service on supervision in the field of communications, information technology and mass communications or in court if a citizen believes that Start Law Company LLC is processing his personal data in violation of the requirements of Federal Law No. 152-FZ "On Personal Data" or otherwise violates his rights and freedoms.

5.1.6. To protect their rights and legitimate interests, including compensation for losses and / or compensation for moral damage in court.

1. Company Responsibilities

6.1. In accordance with the requirements of Federal Law No. 152-FZ “On Personal Data”, the Company is obliged to:

• Provide the subject of personal data, at his request, with information regarding the processing of his personal data, or on legal grounds provide a reasoned refusal containing a reference to the provisions of the Federal Law.
• At the request of the subject of personal data, clarify the processed personal data, block or delete if the personal data is incomplete, outdated, inaccurate, illegally obtained or not necessary for the stated purpose of processing.
• Maintain a Register of Personal Data Subjects’ Applications, which should record the requests of personal data subjects for obtaining personal data, as well as the facts of providing personal data on these requests.
• Notify the subject of personal data about the processing of personal data in the event that personal data was not received from the subject of personal data.

The following cases are an exception:

The subject of personal data is notified of the processing of his personal data by the relevant operator;

Personal data is obtained by the Company on the basis of federal law or in connection with the execution of an agreement to which the subject is a party or beneficiary or guarantor.

Personal data obtained from a public source;

Providing the subject of personal data with the information contained in the Notice on the processing of personal data violates the rights and legitimate interests of third parties.

6.2. If the purpose of processing personal data is achieved, the Company is obliged to immediately stop processing personal data and destroy the relevant personal data within a period not exceeding thirty days from the date of achieving the purpose of processing personal data, unless otherwise provided by the agreement, the party to which, the beneficiary or the guarantor of which is the subject personal data, another agreement between the Company and the subject of personal data, or if the Company is not entitled to process personal data without the consent of the subject of personal data on the grounds provided for by No. 152-FZ "On Personal Data" or other federal laws.

6.3. In the event that the subject of personal data withdraws consent to the processing of his personal data, the Company is obliged to stop processing personal data and destroy personal data within a period not exceeding thirty days from the date of receipt of the said withdrawal, unless otherwise provided by an agreement between the Company and the subject of personal data. The Company is obliged to notify the subject of personal data about the destruction of personal data.

6.4. In the event of a request from the subject to stop processing personal data in order to promote goods, works, services on the market, the Company is obliged to immediately stop processing personal data.

6.5. The Company is obliged to process personal data only with the consent in writing of the subject of personal data, in cases provided for by the Federal Law.

6.7. The Company is obliged to explain to the subject of personal data the legal consequences of the refusal to provide his personal data, if the provision of personal data is mandatory in accordance with the Federal Law.

6.8. Notify the personal data subject or his representative of all changes regarding the relevant personal data subject.

1. Information about the implemented measures for the protection of personal data

7.1. When processing personal data, the Company takes the necessary legal, organizational and technical measures to protect personal data from unauthorized or accidental access to them, destruction, modification, blocking, copying, provision, distribution of personal data, as well as from other illegal actions in relation to personal data.

7.2. Ensuring the security of personal data is achieved, in particular:

• determination of threats to the security of personal data during their processing in information systems ah personal data;
• the application of organizational and technical measures to ensure the security of personal data during their processing in personal data information systems necessary to meet the requirements for the protection of personal data, the implementation of which ensures the levels of personal data protection established by the Government of the Russian Federation;
• the use of information security tools that have passed the conformity assessment procedure in the prescribed manner;
• evaluating the effectiveness of the measures taken to ensure the security of personal data prior to the commissioning of the personal data information system;
• taking into account machine carriers of personal data;
• detecting facts of unauthorized access to personal data and taking measures;
• recovery of personal data modified or destroyed due to unauthorized access to them;
• establishing rules for access to personal data processed in the personal data information system, as well as ensuring the registration and accounting of all actions performed with personal data in the personal data information system;
• control over the measures taken to ensure the security of personal data and the level of security of personal data information systems.
• an assessment of the harm that may be caused to personal data subjects in the event of a violation of the legislation of the Russian Federation in the field of personal data, the ratio of the said harm and the measures taken to ensure the implementation of the legislation of the Russian Federation in the field of personal data.

In Moscow - simple and fast way terminate the company. This procedure is an opportunity to avoid obligations to creditors. All rights and obligations are transferred to the new members of the company, and the client, in turn, receives documents confirming the changes in members and directors, registered in the manner prescribed by law.

Benefits of Alternative Liquidation

• Getting rid of debt without significant financial costs.
• A small package of documents.
• Termination entrepreneurial activity for 3 weeks.
• Preservation of assets.
• Possibility to avoid tax audit.
• The procedure is carried out legally.

Documents for alternative liquidation

• Certificate of state registration organizations.
• Certificate confirming the fact of tax registration.
• Extract from state register.
• Charter of the organization and its copy.
• Copies of passport details of current participants and leader.
• Protocol (decision) on the creation legal entity.
• Protocol (decision) on the appointment of the head.
• Organization seal.

Types of alternative liquidation

Alternative liquidation LLC is carried out in three ways:

• Reorganization. Takes place in the form of a merger or accession. In the first case, companies make a decision to merge, hold general meetings, develop a merger agreement, a charter, a deed of transfer. The obligations of the reorganized firms, including those that they did not fulfill, are transferred to a new legal entity. Firms that decide to merge are excluded from the Unified State Register of Legal Entities. When joining, the founders of the companies sign an agreement that specifies the stages of reorganization, the procedure for financing procedural actions. The final stage of the procedure is the entry of information into the Unified State Register of Legal Entities about the new company. Reorganization allows you to exclude information about a legal entity from the register. Since then, the company has officially ceased operations. The disadvantage of the procedure is the high risk of bringing to responsibility persons who performed business management functions from the moment the company was established until the end of the reorganization procedure.
• Sale. This method allows the company to function, but with new owners and management. An alternative liquidation of a business is carried out by selling shares in authorized capital or by introducing new persons into the number of founders and "recombining" shares. The deprivation of powers of former members of corporations in the first case occurs at the time of signing the sale and purchase agreement, in the second - from the date of registration of changes in the Unified State Register of Legal Entities. Before or after the completion of the procedure, the executive body changes in the company. The transaction must be registered with a notary. To make changes to the Unified State Register of Legal Entities, a notarized application is sent to the registration authority. To enter new persons, an application is required for their entry into the number of members of the society, a document confirming that payment has been made to authorized capital, the decision on the exit from the company of the former participant and the distribution of his share. The sales process takes about a month. The legal entity retains assets, receivables and payables. The disadvantage of the procedure is the possibility of applying subsidiary liability measures to the former owners, since they managed the organization before its sale.
• Liquidation initiated by the tax authority, resulting in a break in the use of the company. This type of alternative liquidation of an LLC is acceptable if the company has never submitted tax reports over the past twelve months, has not carried out any operations on open accounts, or if there is an entry in the Unified State Register of Legal Entities about the inaccuracy of information about the legal entity for more than 6 months from the date of entry. In accordance with the law, an organization excluded from the state register immediately ceases to conduct commercial activities.

Alternative Liquidation Procedure

The LLC liquidation service includes two stages: the introduction of a new person who was not previously an employee of the organization into the list of founders, and the submission of a package of documents to the tax authority:

• Notarized statement.
• The protocol of the participants of the organization or the decision of the founder to change the leaders of the company.
• Copies of the charter.
• Extracts from the state register.
• Passport data of a new member of the company or CEO.

Prices for alternative liquidation of an LLC

The cost of alternative liquidation of an LLC is from 50,000 rubles.

Alternative liquidation of an LLC is a process characterized by the formal termination of the organization's activities. Choosing this method provides ability to minimize risks due to thorough checks by the relevant authorized bodies, as well as subsequent penalties in case of non-compliance legislative framework Russian Federation.

Advantages and disadvantages

Unlike other methods of removing authority from the head of the company, alternative liquidation has the following positives:

• enough short time execution (from ten days to a month);
• relatively inexpensive liquidation option;
• low degree of associated risks.

In the event that the named method had exclusively advantageous qualities, consideration of other variations in the termination of the activity of a legal entity looked like illogical.

In this regard, it is proposed to familiarize yourself with the negative aspects of choosing an alternative liquidation of an LLC, including:

1. High probability of attraction to subsidiary obligations former founders firms.
2. Notarization of the contract of sale involves the provision of a huge number of related documents.
3. In addition, the official notarization of a transaction of this kind is quite expensive.

Alternative liquidation does not bring an effect that is comparable to the voluntary termination of an enterprise or the recognition of bankruptcy of an LLC. In turn, having decided on the choice of this method, the founder gets rid of unnecessary financial expenses.

In addition, the number of meetings with state bodies is reduced, which can often reveal inaccuracies in the director's reporting or bring the founder to criminal or administrative liability.

In most cases, other methods of liquidating an enterprise are resorted to LLCs with debts. This method is relevant due to the imperfection of legislative acts.

Exist two ways of alternative liquidation of an LLC, among which

1. Change in the management of the company.
2. Reorganization followed by liquidation.

This method is characterized change of head of the company where the ownership of the company is transferred to third parties through the act of sale. The person who acquires the firm becomes its CEO.

However, the company continues to operate. All obligations and rights of LLC are divided according to following principle:

1. The former owner of the company bears full legal and administrative responsibility for the activities of the object, starting from the moment of purchase of the company, until he officially transferred all the obligations of the buying party.
2. In turn, the new founder of the organization is responsible for the activities of the enterprise from the moment of re-registration.

Thus, it will not be possible to avoid full responsibility for non-compliance with certain points of the legislative framework of the Russian Federation. In case of questions that arise during the verification of documentation or audit, the authorized bodies have the full right to hold the former head of the LLC liable.

The main advantage of this method is to provide an opportunity in a short time for a short period of time to relieve some of the responsibility for the functioning of the company. After a certain amount of time, the participation of the previous owner is reduced to minimum. As a result, the ultimate goal of the liquidation of the LLC is considered to be fulfilled.

Method features

1. The processing time is approximately 25 business days.
2. Relatively low cost.
3. Saving information about the company and its leaders in a single state register.
4. The possibility of bringing former owners to subsidiary liability.
5. An impressive amount required documents for notarization.
6. High notary fees in case of official registration of the transaction.

Stages

1. The first step is to expand the founding structure, where the future owner of the company occupies an empty seat on the board. New member Board of Directors submits to the executive bodies an application in which he writes about his intention to enter the management environment of the highest level. The application clearly states the size of the share, as well as the amount contributed to the authorized capital of the enterprise. All executives of the company are invited to consider the application. At the meeting, they decide whether or not to accept a new member to the community.
2. After a positive response, the procedure for registering a new member of the LLC takes place at the legislative level. In order to officially certify the legitimacy of these actions, it is required to submit the following package of documents to the Federal Tax Service within five working days: the amended charter of the LLC, a written decision of the shareholders on the admission of a new member to the organization, a certificate of registration of a legal entity, an extract from the Unified State Register of Legal Entities, form P14001, a certificate payment state duty(receipt).
3. After the successful completion of the stages, the final stage occurs, which implies the withdrawal of the current founder from the LLC. Such an application must be submitted to the Federal Tax Service along with a pre-filled form P14001. It is signed by the current new CEO of the organization.

Reorganization for the purpose of liquidation

The essence of this method is the formal termination of the activities of one legal entity, which is characterized by the transfer of rights and powers to the successor company. All contentious issues resolved with the new owner of the LLC.

Exist two methods of reorganization for the purpose of liquidation, including mergers and acquisitions.

Through the confluence

Merger LLC- This is one of the types of liquidation through the reorganization of the enterprise. This method is characterized by the transfer of powers and obligations of the company to another legal entity.

After signing the relevant agreement, the party transferring the rights completely ceases to exist, while the legality of the agreement is regulated by the exclusion of information from the Unified State Register of Legal Entities. In addition to the liquidation of the enterprise, reorganization by merger is carried out in order to enlarge the company.

Through joining

Accession of LLC is an alternative method of liquidation through the reorganization of the company. Unlike a merger, affiliation implies a succession between existing legal entities (one or more).

In turn, the organization transferring the rights will be considered invalid. After passing the relevant procedures, all obligations of the liquidated organization will be transferred to the successor company.

It should be noted that these procedures are almost identical and differ only in the application for the relevant process.

Process steps

1. Initially, all current members of the enterprise must be present at general meeting where they are required to decide on the merger of the enterprise. The results of the meeting of the members of the LLC are certified in writing in the minutes of the meeting. The documentary basis for the merger is the following set of documents: merger / accession agreement, updated charter of the organization, deed of transfer.
2. After the final decision and the collection of all necessary conclusions, you should go to public services (tax office) that will formally register the merger/acquisition process. At the same time, in addition to the above documents, a decision on the merger is provided, signed by all parties participating in the agreement.
3. Within five working days after making changes to the Unified State Register of Legal Entities, creditors must be notified in writing of the intentions of the organization.
4. Informing about the merger in funds mass media, in particular, in the journal "Bulletin of State Registration". You can apply for a change in information on the official website of the publishing house vestnik-gosreg.ru.
5. Passing the test in the antimonopoly committee.
6. Inventory and drawing up an appendage act.
7. State registration of all changes. Finally, you will need to fill out the following form numbers: 16003, 14001, 13001.

Expediency

The principles of operation of this scheme became known to Russian businessmen in the early 1990s. Due to the imperfection of the laws of that time, entrepreneurs could evade responsibility with impunity in case of problems.

They simply rewrote the company to an individual who could not fulfill the obligations left by the previous owners. To date, the legislative framework of the Russian Federation provides for criminal penalty for taking such action.

The tightening of laws made it possible to avoid problems associated with the machinations of businessmen. This scheme is only a delay for entrepreneurs who have decided to hide the traces of manipulations with their own capital through alternative liquidation.

On the other side, this method perfect for businesses that have not violated the law in the course of their activities. Its advantages will significantly save on the process of liquidation of the enterprise, as well as carry out the operation much earlier than usual.

The risks and problems of this type of liquidation are discussed in detail in the video.

In this article, we will look at what alternative liquidation of an LLC is, what methods exist and how it is carried out.

What is an alternative liquidation of an LLC?

The essence of the alternative liquidation of the company is to change the founders and management. The LLC is not closed, but changes the owner, accountant, along with the head. This legal alternative method is appropriate when you need to close an LLC quickly and with the least financial losses. In most cases, it is resorted to when accumulating a small amount of debt (up to 1 million rubles). However, subsidiary liability for financial side activities of the company, carried out before liquidation, is still borne by the former Chief Accountant with the director. For administrative violations in the course of the company's work, the legal entity, that is, the new owner and managers, is fully responsible. Two options for alternative liquidation of the company are in demand:

• sale;
• reorganization (merger, accession).

Alternative liquidation is considered less costly and faster than the rest. Tax audits during its implementation are minimized or completely eliminated. This method allows changing the name of the company, legal address, region economic activity. The features of the state registration of a company, taking into account its charter, are determined by the Federal Law of the Russian Federation N 312.

Liquidation of an organization through sale

When selling, the company is re-registered to another person through a transaction for the sale of a share (or shares) of one or more participants in the authorized capital. This option is appropriate in the absence of debts with violations. Then the LLC in an updated form continues to operate. Among the main advantages of this procedure are the minimum financial costs and speed of implementation (from 10 to 25 days).

The share of the participant in the authorized capital refers to the property right. An LLC participant can set any price when selling his own share. At the same time, depending on the chosen taxation system, a legal entity will be required to pay income tax or simplified tax. An individual pays personal income tax at a rate of 13%. The share of the participant in the authorized capital can be estimated:

• at face value;
• above par;
• below par.

The proceeds from the sale of a share worth more than face value are subject to taxation. If the price of the share being sold is equal to the price of the contribution (or lower) to the authorized capital of the LLC, then taxation does not apply here. The main stages of the sale procedure can be conditionally characterized as follows.

Example #1. Sale of LLC

The sole founder of Strela LLC V. I. Petrov (an individual) decided to sell his share in the authorized capital (10 thousand rubles) at the nominal price. This means that the price of a share upon its sale (10 thousand rubles) is equal to the amount of the contribution to the authorized capital of the LLC made by V. I. Petrov during registration. Taxation does not apply here. If, by the time the share was sold, the authorized capital had been increased by the founder, for example, up to 30 thousand rubles, and the cost of the share was the same (30 thousand rubles), this income from the sale of the share was also not subject to taxation (if there is evidence of an increase capital documents).

LLC reorganization

The reorganization (accession, merger) of a company presupposes the appearance of a successor. The LLC officially terminates its activities, but all the obligations that exist at that moment, including unfulfilled and unidentified ones, are transferred to a new legal entity, the successor organization. The volume of documents submitted here is much less than during the sale, and the procedure itself takes longer (from 3 to 3.5 months). The creation of a legal entity through nominees entails criminal liability (Criminal Code of the Russian Federation, Art. 173.1). The most acceptable reorganization of an LLC is through merger and acquisition.

Accession of LLC

Only those legal entities that have the same organizational and legal form ( SAC Plenum, Decree No. 19 of 11/18/2003, paragraph 50). OJSC and CJSC are united by a common organizational and legal form ( joint-stock company), so this restriction does not apply to them. But the scheme of the procedure itself is the same in all cases. The main reasons for joining are usually:

• accounts payable and the desire to get rid of them;
• negative dynamics economic indicators based on the results of the society, an attempt to change them for the better.

Several companies can participate in the procedure. The meaning of the procedure does not change. In this case, the decision is made (unanimously) by each participating company at the general meeting (Law on LLC, art. 33, paragraph 11, paragraph 2 and the Civil Code of the Russian Federation, art. 57, paragraph 1). Thus, the joining procedure includes the following mandatory steps:

Since the affiliated companies are deregistered by the tax service, accordingly, from that moment on, the obligation to provide the final financial reporting disappears.

Example #2. Association LLC

At the general meeting, all the founders decided to reorganize Strela LLC in the form of a merger with Luk LLC (according to the Civil Code of the Russian Federation, Article 57, paragraph 1, as well as the Law on LLC, paragraph 11, paragraph 2, Article 33) for sole member- LLC Law, Art. 39). The fixed decision of the founders also indicates the transfer of authority to the parent company to sign and submit necessary documents, including notices and notification of reorganization to the registration and tax service. The meeting also approved the merger agreement between the companies. The approved agreement contains the rights, duties and responsibilities of the parties, establishes the stages of this procedure, determines the authorized capital of the main company.

Liquidation of an LLC by merger

Reorganization by merger is possible on the initiative and with the unanimous consent of its participants (two or more LLCs). The formed company accepts the rights and obligations of the companies participating in the merger, then it is registered according to the usual procedure by the relevant state bodies. The Antimonopoly Service (FAS) may refuse registration if:

• the consequence of this type of reorganization will be a decrease in competitiveness;
• the position of the initiators (legal entities) of the merger will be strengthened.

In many ways, the procedures for merging and joining are similar. The main stages of the merger include: making a decision on reorganization through a merger, preparing and signing an agreement, approving a deed of transfer; informing about the decision government agencies and lenders; preparation of a package of documents for registration and the registration procedure itself. The companies that have been merged have ceased their activities as legal entities, and the newly formed company begins its activities.

Answers to current questions

Question #1: What are the founders' responsibilities?

Answer: The founder (owner) is not responsible for the obligations of the legal entity. From the founder in exceptional cases, if subsidiary liability is provided for by law or the charter, they can recover an amount not exceeding his own share in the authorized capital to pay off debts, loans, other obligations ( Civil Code of the Russian Federation, art. 56).

Question #2: What is a merger notice to creditors?

Answer: This is a message to the lender that, as a result of the decision, a reorganization will be carried out by merging. All rights and obligations will be transferred to the newly formed company on the basis of the merger. The address where the claims of lenders will be accepted is also indicated.

Question #3: What does the deed of transfer reflect when merging?

Answer: According to the Civil Code of the Russian Federation, art. 59, the deed of transfer contains rights with obligations that are transferred to the new company (successor) from its predecessor.

Question #4: Who is suitable for reorganization through affiliation?

Answer: First of all, this is the best option for an LLC without debts. Saves time and money. A kind of alternative to the official voluntary liquidation.

Question #5: What is the punishment for accounting and financial reporting with violations?

Answer: Managers are responsible. A gross violation of the requirements in both cases is punishable by an administrative fine of 5 thousand rubles. up to 10 thousand rubles (CAO RF, Art. 15.11).

Question #6: What can be the consequences in case of violation of the registration deadlines during the reorganization?

Answer: Documents may not be accepted, and registration of information on changes may be refused.