"). In the final article we will look at the specifics of merging. Do I need to close current accounts? Should income and expenses be recorded if the merger involves a debtor and a creditor? We answered these and other questions in this material.

Initial stage of merger

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

The sequence of steps that must be taken in the first stage of a merger is the same as in other forms of reorganization. We have listed all the necessary steps in the table.

Actions to be taken at the initial stage of the merger

Transfer deed

The next step is preparing the transfer deed. 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 Instructions for the formation of accounting records during reorganization *.

The transfer deed must contain provisions on legal 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 the property under the transfer deed can be market, residual, initial, or corresponding to the actual cost of inventories (clause 7 of the Instructions for the formation of accounting records during reorganization).

There are no restrictions on the form of the transfer deed. Most often, it is drawn up in the form of an ordinary balance sheet and transcripts are attached for each of the lines. Inventory sheets can be used as transcripts. There is another option: abandon the balance sheet form, and simply list all types of assets and liabilities (fixed assets, intangible assets, “debtor”, “creditor”, etc.) and indicate their value. And in separate appendices, provide lists of objects, debtors, etc. (example examples of the transfer deed can be downloaded or).

Period until completion of merger

Then you need to prepare documents for the reorganization. This is a transfer deed, an application for registration of a company created by merger, a decision on reorganization, a document on payment of state duty, etc. The full list is given in paragraph 1 of Article 14 of Federal Law No. 129-FZ dated 08.08.01.

The package of documents should be brought to the “registering” Federal Tax Service and wait until the inspectors make an entry in the Unified State Register of Legal Entities. With the advent of this entry, the predecessor companies will cease to exist, and a new successor organization will appear in their place. But until the waiting period is completed, the predecessors continue to work: they calculate wages, depreciation, register the “primary”, etc.

Final financial statements of predecessor companies

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

The final accounting statements must reflect transactions performed during the period from the signing of the transfer deed to the closure of the predecessor organization. Because of these transactions, the indicators in the final balance sheet will not coincide with the indicators in the transfer act.

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

After the final reporting, predecessors do not have to 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 merger.

Inaugural reporting of a newly created organization

An organization created as a result of a merger must draw up introductory financial statements as of the date on which an entry about the reorganization is made in the Unified State Register of Legal Entities. The lines of the opening balance will contain the sum of the corresponding indicators of the closing balances of 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 creditor coincide, the obligation terminates. Also, in the introductory statements of the assignee, there is no need to summarize the data from the profit and loss statements of the reorganized companies.

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

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

"Primary" in the transition period

After the merger, the newly created company “inherits” the contractual relations of the reorganized legal entities. But the agreements themselves are still concluded on behalf of their predecessors. The question arises: is it necessary to sign additional agreements to replace the parties to the transaction? Or can you simply send information letters to counterparties that indicate the name and details of the successor company?

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

As for invoices, certificates of work performed and invoices, before the date of merger they are issued on behalf of predecessors, on the date of merger and further - on behalf of the successor.

Do I need to close current accounts?

Accountants often question whether the predecessor company should close its account before a merger. Such an obligation is not provided for by law. In other words, the organization can transfer the account to a successor, like any other property and liabilities. 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 only legal successor, and the responsibility to pay taxes for all reorganized companies passes to it (Clause 4 of Article 50 of the Tax Code of the Russian Federation). In this regard, inspectors must transfer the balances from the payment cards with the budget of each predecessor to the personal account of the successor.

Who submits declarations for reorganized companies

If possible, predecessor organizations must report all taxes before the merger, that is, before making an entry in the unified state register. But in practice, as a rule, they do not have time to do this. Then, the very next day after the reorganization, inspectors at the place of registration of the predecessor refuse to accept declarations. In this case, all tax reporting will have to be submitted to the newly created organization to its inspectorate. If, after the reorganization, mistakes of the predecessor are discovered, the successor submits a “clarification” for him.

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

If during a merger the debtor merged with the creditor

It happens that one participant in the merger is a debtor, and the other participant is a creditor. Then, after the reorganization, the creditor and debtor become one, and the debt is automatically repaid. This means that because of 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 expenses? The Tax Code does not regulate this issue. But officials believe that taxable income does not arise for the debtor. The Russian Ministry of Finance expressed this point of view in letters and. True, they talk about reorganization in the form of annexation. But, in our opinion, the conclusions are also applicable in the case of a merger.

In addition, similar conclusions can be drawn regarding the lender's costs. In other words, as of the merger date, the creditor may not include the extinguished debt as an expense.

A special case is the situation when a merger involves a supplier and a buyer who, before the reorganization, transferred an advance to the supplier. In such circumstances, the seller has the right, before reorganization, to deduct the VAT previously accrued on the prepayment. The buyer, on the contrary, is obliged to restore the tax previously accepted for deduction when transferring the advance payment. 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 affiliation, 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 its predecessors paid to sellers or at customs, but did not have time to take for deduction before the merger.

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

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

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.

Personal income tax reporting

Reorganization in the form of a merger does not interrupt the tax period. This is explained by the fact that 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 reorganization.

There is one important nuance here: if, after the merger, an employee brought a notice for property deduction, where the predecessor organization is indicated as the employer, the accounting department of the successor company must refuse him. The employee will have to go to the tax office again and get another notice confirming the deduction related to the legal successor. Such clarifications were given by the Russian Ministry of Finance. In practice, inspectors everywhere follow these clarifications and cancel the deduction provided under an “outdated” notification.

Insurance premiums and reporting to funds

One of the most controversial issues arising in connection with a merger is 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, he will automatically lose the right to exempt accruals from contributions that exceed the maximum amount (in 2011 it is equal to 463,000 rubles). If he “inherits” the base, then along with it he will receive the right not to charge contributions for the excess amount.

In our opinion, when reorganizing in the form of a merger, the successor company must begin anew to determine the base for contributions. 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” in this law.

If the predecessors did not pay fees or report to the funds before the merger, the successor will have to do this. This obligation is enshrined in Part 16 of Article 15 of Federal Law No. 212-FZ.

* Guidelines for the preparation of financial statements during the reorganization of organizations were approved by order of the Ministry of Finance of Russia dated May 20, 2003 No. 44n.

Acquisitions and mergers of companies is a series of economic and legal procedures aimed at uniting several organizations into one economic unit. The merger procedure is based on the principles of voluntary consent of all parties to the transaction.

Mergers and acquisitions of companies: main features of the processes

The economic theory and legal framework of the Russian Federation explains the concept of “merger of companies” differently than analogues of foreign experience.

So, when interpreted abroad as merger companies is understood as the connection of several operating firms, the result of which is the emergence of a single economic unit.

If we are guided by the legislative acts of the Russian Federation, then in the case mergers companies, a new legal entity is created, which becomes the legal successor of all obligations and rights of the reorganized companies in accordance with the transfer act (clause 1 of Article 58 of the Civil Code of the Russian Federation), and the participants themselves, who were considered separate companies before the merger procedure, cease to exist.

Thus, according to Russian law, a mandatory condition for a merger transaction is the registration of a new legal entity. For example, there are three companies A, B and C. Enterprise A enters into a merger with companies B and C, resulting in the formation of a new enterprise D, and the rest are cancelled. In this case, management, assets and liabilities of A, B and C are fully transferred to the management of company D. Foreign practice implies that one of the merging economic entities continues to operate. This process in the legislation of our country is called “annexation” (A = A + B + C).

The legislative framework of the Russian Federation clearly distinguishes the conditions for the implementation of a “merger” and “acquisition”, and also has a third concept - “accession”, which is absent in the laws of other countries.

An acquisition differs from a merger in that as a result of the first, one company buys out another, completely taking control of it into its management. In this case, the “consuming” company acquires at least 30% of the authorized capital or block of shares of the administrative and economic entity that comes under its control.

A merger is the unification of two or more economic entities, resulting in the formation of a new united economic unit.

A merger of companies can occur according to one of the following principles:

1. The restructuring of business entities occurs with their complete further liquidation as legal and tax forms. The newly formed company acquires all the assets and liabilities of the companies included in it.
2. Combination of assets - there is a partial transfer of the rights of the companies participating in the merger as an investment contribution. At the same time, the participants retain their administrative and economic activities.

Any type of merger of companies is accompanied by the mandatory formation of a new legal entity.

How to avoid losing valuable employees during a merger or acquisition of companies?

Your competitors may find out about an upcoming merger or acquisition of the company and begin an aggressive hunt for the best employees. To retain valuable personnel, follow the instructions from the editors of the General Director magazine.

Upon merger, one of the restructured companies is the main one and remains as a legal entity after the conclusion of the transaction, the remaining participants are dissolved. The main company receives all the rights and obligations of the canceled companies.

Practical economics knows the following reasons for the merger of companies:

• the desire of enterprise owners to enlarge their business;
• reducing costs by increasing activity volumes;
• desire to increase revenues through synergy;
• changing the coordination of activities by diversification techniques, with the goal being either a change in the market space or an expansion of the range of manufactured/sold products;
• combining the potential of complementary resources of different companies;
• subjective reasons of top managers of companies;
• improvement of control technologies;
• monopolization and acquisition of competitive advantages;
• protective measures.

Often, a merger measure is resorted to simultaneously for several reasons. The goal of a merger of companies is always to achieve greater financial results through joint management and increase the efficiency of firms participating in this process. Practical experience of merging companies on the Russian market has shown that this event provides an opportunity to join the progressive global economic system and acquire additional priorities in a healthy competitive environment.

Companies participating in the reorganization set themselves basic goals company mergers:

• market expansion;
• improving the quality characteristics of products;
• reducing costs as a competitive advantage;
• increasing the range of manufactured/sold products;
• increasing brand awareness and emotional content;
• product differentiation;
• introduction of innovative technologies,
• acquiring greater competitiveness in foreign economic relations;
• increase in financial results from doing business;
• escalation of passive income;
• increasing investment potential;
• increasing creditworthiness and investment attractiveness;
• increase in working capital;
• increase in the price of own shares;
• improvement of the profit making system.

Merger of companies: pros and cons of the operation

Mergers and acquisitions of companies are attractive because pros:

• high probability of obtaining a quick positive effect;
• this measure is highly competitive;
• the likelihood of quickly gaining control over significant intangible assets;
• geographic expansion of business;
• taking control of an already established organizational system;
• instant acquisition of a market sector;
• It is likely that working capital will be purchased at a previously undervalued value.

These are the ones minuses of these events that are known to businessmen:

• significant cash expenses associated with paying penalties to former shareholders and employees of the canceled companies;
• there is a possibility of a “miss” when assessing the benefits of the transaction;
• When doing business in various industries, the process of merging companies is a complex and costly operation;
• upon completion of the merger or acquisition, difficulties may arise with the employees of the acquired company;
• When restructuring foreign companies, there is a risk of national and cultural incompatibility.

Types of company mergers: grounds for classification

Today, corporate governance distinguishes between various options for mergers and acquisitions.

The classification features of these procedures are:

• type of business combination;
• national and cultural specifics of the organizations being restructured;
• the position of the companies in the terms of the integration transaction;
• methodology for connecting resources;
• type of assets;
• technology for connecting companies.

As far as type of association bears this procedure, differentiates the types of mergers of companies.

1. Horizontal merger - integration of similar companies operating in the same field, or producing/selling a similar product, having the same technological and technical structure of the production process;
2. Vertical merger is a combination of diversified organizations that are part of the same product production system, that is, when the main company takes control of the previous stages of production closer to the source of raw materials, or further stages - to the consumer.
3. Generic association - production units working on an interrelated product merge. An example of such a merger would be when a mobile device manufacturer merges with a software company or cell phone accessory manufacturer.
4. A conglomerate association is a merger of diversified companies that do not have production, technological or competitive similarities. In this type of integration, the concept of primary production disappears. Conglomerate mergers are of the following types:
5. Mergers of companies with an increase in a number of assortments (product line extension mergers), i.e. when the restructured companies produce non-competing products, but have the same sales channels and a similar technological production cycle. An example of this type of event is the purchase by the detergent manufacturer Procter & Gamble of the Clorox company, which specialized in the production of bleaching detergents for laundry.
6. Expansion-geographical mergers of companies (market extension mergers), i.e. when additional territories for selling a product are acquired. An example is the purchase of hypermarkets and supermarkets in previously underserved areas.
7. A true (pure) conglomerate merger of companies where no similarities are observed.

By national and cultural specifics restructuring companies are distinguished by merger:

• national - the merging economic entities operate in the territory of one country;
• transnational – there is a merger of companies from different countries (transnational merger) or the purchase of companies located in another country (cross-border acquisition).

Recently, as part of the trend towards large-scale business, mergers and acquisitions of enterprises not only from different countries, but also multinational corporations have been practiced.

Depending on what companies' position in the conditions integration transactions are divided by:

• friendly merger of companies - occurs when the management of the companies comes to a mutual decision that, in conditions of fierce competition, the merger will help build a more profitable business;
• hostile merger of companies - in which the managers of the target company do not want the deal. The purchase of a target company occurs through a tender offer on the stock market for the acquisition of a controlling stake.

According to various joining technique resources, there are different forms of mergers between companies:

• corporate alliances are a merger of companies, the purpose of which is to obtain a positive synergy effect in a particular business area; in other segments of the company’s activities the companies operate independently. To organize a corporate alliance, separate infrastructures or joint ventures are often created;
• corporations – during this event, the pooling of resources occurs in full, in all areas of the company’s activities.

From what view assets are a priority transaction, mergers are distinguished:

• mergers of production assets - imply combining the production potential of companies with the expectation of expanding the scale of production and reducing costs;
• mergers of financial assets are the pooling of capital of companies to take leading positions in the stock market or obtain additional profit from investment activities.

The process of integration of companies can take place under equal conditions (50/50). But as practice dictates, equal conditions always create additional barriers to achieving the intended heights and benefits. The completion of a merger can always be an acquisition.

What type of merger the restructuring companies will decide for themselves depends not only on mutual benefits, but also on the conditions of the market environment, as well as on the potential that each of their business entities has.

The global practice of mergers and acquisitions also has specifics depending on the country in which the organizations operate. A striking example of this is the trend towards mergers and acquisitions of large corporations in America. Conversely, in the European part of the world, companies that organize small family businesses or small joint-stock companies in one market sector most often become target companies.

• “Omnichannel trade is something that has now become a trend, and in the near future will be a necessity”: Kino Kwok on the merger of e-commerce and retail

Methods of merging companies in European practice and the practice of the Russian Federation

Mergers of companies in Europe are regulated by Directive No. 78/855/EEC of October 9, 1978, which defines two ways to merge:

• annexation or absorption of the assets of small companies by any large company, in which the infrastructure of the merger participants is partially preserved;
• organization of a new company by transferring to it the full package of rights and obligations of the companies that joined it, in which the structure of each participant in the transaction is completely changed.

Merger of companies through acquisition is an association, the result of which is the transfer of all property and obligations of the company/societies to another economic unit without liquidation of the former on the terms of payment of dividends to the shareholders of the acquired company in cash or in the form of shares of the acquired company, but not more than 10%. At the same time, organizations that were absorbed are dissolved.

A merger of companies through the establishment of a new company is an event that takes place according to European standards in such a form when all the property and liabilities of the company/societies are transferred to another economic unit without liquidating the former on the terms of paying dividends to the shareholders of the acquired company in cash or in the form of shares of the new company, but not more than 10%. In this case, similar to the first case, organizations that were absorbed are dissolved.

The concept of “fusion” is sometimes used in the case of a merger of several organizations of the same type in terms of production characteristics.

Restructuring of Russian companies in the form of mergers/acquisitions looks somewhat different.

The legislative framework of the Russian Federation, similar to European practice, methods of “merger of companies through acquisition” and “merger of companies through the establishment of a new company” are considered as procedures for transforming companies in the form of mergers and acquisitions of legal entities.

The regulatory legal acts of the Civil Code of the Russian Federation also regulate the following measures of company integration:

• formation on the basis of an existing legal entity of a subsidiary/dependent company;
• organizing organizations in the form of unions or associations;
• contractual relations between persons - participants in entrepreneurial legal relations (financial and industrial groups, simple partnership agreement);
• purchase of the organization’s assets by another company;
• acquisition of shares (shares) of a company (purchase of securities with payment in cash or purchase of securities with payment in other securities).

Organization of a merger of companies: merger and acquisition agreement

The positive effect of a merger/acquisition transaction depends on the following factors:

• determining the optimal type of organizational form of merger or acquisition;
• carrying out the transaction in strict accordance with the antimonopoly policy of the state;
• sufficient financial resources to complete integration;
• the fastest and mutual decision-making on the choice of the main participant in future relations;
• immediate connection to the operation of combining staff at the highest and middle levels.

During the merger process, it is important to remember from the beginning of the process (idea) to its completion the essence of these measures is to obtain a positive effect through joint activities and, as a result, to obtain greater profits. When planning this type of restructuring, the most important tasks will be establishing the type of transaction, the ultimate goal and developing a strategy.

Throughout the synergy, it is important to see not only the positive impact of the merger, but also the mistakes made during the merger process. The guideline for managing a newly created union should be not only to obtain a synergistic effect, but also to preserve it.

The merger/acquisition process can occur in the following ways:

• organization A acquires the assets of organization B, paying in cash;
• Entity A acquires the assets of Entity B by paying in securities issued by Entity A;
• organization A acts as a holding company, acquiring a controlling stake in organization B, which remains an active economic unit;
• organization A and organization B exchange their shares;
• the result of the merger of organizations A and B is the emergence of company C. Participants A and B proportionally exchange their securities for shares of company C.

Conducting a transaction in strict accordance with the state's antimonopoly policy is one of the conditions for obtaining a successful merger or acquisition.

Any state controls this type of company restructuring at all stages. The government authorities of the country in which the merger or acquisition takes place have the right to suspend the transaction at any time if the actions of its process run counter to antimonopoly policy. Russian entrepreneurs wishing to enlarge their business by merging companies, under certain conditions, are required to obtain the consent of the Federal Antimonopoly Service of Russia to complete this transaction (clause 8, part 1, article 23, part 1, article 27 of the Federal Law of July 26, 2006 No. 135- Federal Law “On Protection of Competition”).

The merger/acquisition transaction is also controlled by the tax authorities. Thus, if the merging companies act as sellers of their securities, then their responsibility is to pay capital increase tax. The transaction is not subject to taxation if old shares are exchanged for new ones.

If the transaction is recognized as taxable, then a mandatory step will be to review the value of the assets of the affiliated company to identify profit or loss and calculate the tax on them.

The tax status of this transaction also affects the amount of taxes that the company pays after the acquisition. When a transaction is recognized as taxable, the assets of the affiliated company are revalued, and the resulting increase or decrease in their value is considered as profit or loss subject to taxation.

The financial resource required to complete a merger or acquisition is calculated based on how the participants of the association assess the synergy effect from the implementation of this event. If future results are overstated, then it is likely that many of the buyer's cash outlays will not be justified.

The decision made on a merger or acquisition should not diverge from the strategic goals of the participating companies.

The process of merging companies poses the solution of such important tasks as:

• increasing volumes (merging single-industry enterprises);
• territorial expansion;
• reducing risks and acquiring additional competitive advantages (vertical merger);
• increasing the range of manufactured/sold products, increasing the technological effectiveness of the processes of the main type of activity, etc.

Registration of contractual relations and their specifics during the merger of limited liability companies.

This measure and its legal registration are regulated by Art. 52 Federal Law “On Limited Liability Companies”.

Lawyers for each party to the transaction develop merger agreements before a general meeting of owners of the merging companies is scheduled. When all positions of the agreement are approved, the latter is signed by persons charged with the functions of the sole executive body of each party (general director, president, etc.).

According to paragraph 3 of Article 53 of the Federal Law “On Limited Liability Companies”, the merger agreement must reflect:

• stages and rules of the merger process:
• date and terms of appointment of the general meeting of participants of the merging companies;
• stages and timing of notification of creditors;
• the date and timing of the appointment of a joint meeting of company participants with a full explanation of the rights and obligations of each party to the agreement;
• stages and timing of publication of the fact of the transaction in the media.
• stages and conditions for the mutual exchange of shares of the integrating companies and the newly created LLC.

Those shares of the transformed company that are part of another LLC - a merger participant - are automatically canceled.

It is important to remember that the authorized capital of an LLC during reorganization is formed exclusively from the liabilities of the predecessor (authorized capital and other own funds). At the same time, when establishing a new LLC, only assets are taken to form a management company.

Any transfer of assets is regulated in accordance with the transfer act (clause 1 of article 58 of the Civil Code of the Russian Federation, clause 5 of article 52 of the Law “On Limited Liability Companies”).

The authorized capital of the new LLC formed during the merger transaction includes:

• the authorized capital of all LLCs - participants of the association;
• other own funds of the reorganized LLC (additional capital, retained earnings, reserve capital, etc.).

This principle of forming the authorized capital was developed for joint-stock companies, but in practice it is also applicable for LLCs.

The authorized capital of an established LLC cannot be less than 10,000 rubles (paragraph 2, paragraph 1, article 14 of the Law “On Limited Liability Companies”).

The merger agreement comes into force after it is signed by all parties at a joint meeting of participants of the reorganized companies, which is also reflected in this document in order to avoid possible misunderstandings.

When merging limited liability companies, the transfer deed reflects the following provisions.

1. Conditions for the transfer of rights and obligations of the reorganized LLC to the established company, regarding all items of accounts payable and receivable of the former (clause 1 of Article 59 of the Civil Code of the Russian Federation). If this clause is not specified in the transfer deed, then the tax authorities may refuse to establish a new LLC (paragraph 2, paragraph 2, article 59 of the Civil Code of the Russian Federation).
2. Transfer acts are drawn up by each company participating in the merger process. Thus, there will be as many transfer deeds as there are parties to the merger/acquisition transaction.

The practitioner tells

Andrey Voronin, owner of ATH Business Travel Solutions, Moscow

I twice had to witness the merger of two companies myself, which is called “from the inside.” Every time I witnessed how, in these difficult times for the company, the aggressive attack of competitors manifests itself in the active luring of the best personnel of a vulnerable society to their staff. They are often guaranteed wages 30-50% above average. We had our own strategy to keep the most valuable employees on our side.

Show everyone that you are one team. Teamwork significantly reduces the unfavorable situation in personnel: for this, the very first step will be to move the two companies into one office immediately after signing the documents on the merger of the companies. If it is not possible to immediately connect teams, at least ensure that all the information disseminated is the same. Our experience was an example of such a situation: branches of the merging companies were located in different cities - from St. Petersburg to Yuzhno-Sakhalinsk. An excellent solution for us was to hold general meetings with mandatory broadcasting via Skype, so that employees in all cities were aware of the decisions of the management team. It is necessary to show that we are all one team, not only to the team, but also to the clients. So, for us, such a demonstrative event was the conference on Sakhalin, where we invited not only employees from the company merged with us, but also customers from the Far East. So everyone understood that territorial changes do not in the least affect the results of our work.

Insist that you are not merging one business into another, but that you are building a new one by taking the best from both companies. Thus, before the merger, our company could interact with the consumer in two ways: either the client received information directly in our office, or the service was remote. Merging with another company allowed us to apply their experience in other types of cooperation.

Show employees prospects for career growth. The positive attitude of the team increases significantly when you show them possible prospects for business growth after the merger of companies. An example of the positive impact of a merger and a great motivating boost could be a salary increase or some employees receiving long-awaited positions.

Introduce people from both companies. Often, teams of merging companies are distrustful and doubtful about each other. The atmosphere will be changed by their speedy acquaintance in an informal setting. In this regard, we were lucky: the merger took place in December, and the New Year’s corporate party fit perfectly into the team-building program. The small room deliberately chosen for this played an excellent role: it was cramped, but not offensive. In general, it was not boring. I also advise you to consider spending time for employees in a playful way, when the principle of recruiting teams is based on a basis that has nothing to do with belonging to one or another company. For example, bowling or paintball with teams formed according to the zodiac.

We once held a charity event, during which employees bought handmade crafts from each other. The idea of ​​a good deed to benefit a talented child from a low-income family united the team even more. All the money raised from this charity bazaar was put into a bank account for the boy to enroll in a partner school in South Wales.

Instruct the HR director to hold one-on-one meetings with each employee. Individual conversations will help to put the employee in a positive mood, find out his expectations and concerns, and also find out the general mood of the team. They provide insight into which employees need additional motivation. Yes, this is a painstaking process, but a strong and united team as a result is worth it. So, my first meetings with the staff were held by me personally, and then the matter was entrusted to the HR director. The employee adaptation process in our company took almost five months.

An excellent solution for discussing individual proposals was the opportunity to anonymously ask questions to the governing body on an Internet resource for which a corporate website can be adapted. Participation in a cause that binds together over a common interest will also unite people. To do this, you can create separate project groups from workers who previously belonged to different teams.

In the matter of personnel, the most important thing is not to leave things to chance.

The merger process: 7 stages

The classical process of merging companies includes seven main stages.

Clarifying the main objectives of the merger

The main goal of mergers and acquisitions is to achieve the highest results through joint activities and, as a result, increase the company's capital and income of business owners. Gaining additional competitiveness can be achieved both by internal resources (improving management organization, introducing technological and technical innovations, increasing the production capacity of the enterprise, etc.) and external ones (processes of mergers and acquisitions of companies).

Determining alternative ways to achieve set goals

It is important to determine how possible it is to achieve the goal by other, less risky, methods than mergers and acquisitions. These may be procedures for developing a new corporate marketing strategy, acquiring/constructing new fixed assets, increasing internal potential and other restructuring measures.

Identification of a target company, search for a candidate for merger or purchase

It will be important to most accurately assess the capabilities of the selected company and the expected synergistic effect.

Preparation for a transaction includes the following steps:

1. Study of the sphere of unification. The first step will be to analyze the market area chosen for merger or acquisition: assessment of the growth dynamics of its structure, the likely distribution of potential, the influence of foreign economic forces on it, identification of opportunities in its structure associated with competitors, government authorities and scientific and technical research, analysis of demand dynamics and suggestions regarding the chosen structure. When evaluating a selected company, the first step is to examine its existing assets and liabilities.
2. Exploring your own capabilities. Once the area of ​​merger has been chosen, the company must conduct an objective self-assessment to determine its own potential, through which the value of the purchased company is calculated. Based on the analysis, the criteria for possible candidate companies to merge are determined.
3. Exploring Competing Forces. There is a high probability of experiencing all the advantages of a merger of companies and achieving a positive synergistic effect when carefully studying the capabilities of competitors. By analyzing the actions of competing companies, it is easier to determine future strategic direction and the long-term effect of intentions. Playing blindly, without guessing the opponent's next move, can only lead to loss.

Having determined the industry of the target company, its capabilities and main characteristics, the moment comes to select a specific company among a huge mass of economic entities. Important criteria in determining a candidate will be: the scope of market activity, volumes of labor and income, territorial coverage of the market, private or public form of organization.

Options used in the practice of searching for a target company:

1. Application of established connections in this market segment. Established contacts, especially within the same field of activity, often help to select a candidate for acquisition.
2. Contacting agents involved in the sale of existing companies. Intermediaries can be either brokerage companies or investment banking structures. When choosing this path to finding the right company, it is important to remember that a large number of companies may fit the criteria passed to the intermediary, which will complicate the selection process.

Analysis of the selected target company

All selected organizations must be carefully assessed for future and current opportunities.

The task of this stage is to determine the most profitable party for a merger or acquisition. To do this, the goals of the purchasing company are compared with the characteristics of each selected company. Technological and technical resources, information about the company’s infrastructure and capital are taken into account.

1. Finding out the positive achievements that can be achieved through a merger or acquisition. A realistic understanding of the possible synergistic effect largely determines the success of the company reorganization procedure. Careful attention is paid to calculating the opportunities from transforming companies: combining production resources, distribution channels, expanding market geography, reducing production and labor costs, exchanging technologies, etc.
2. Identifying the potential for calculating value through company transformation. The potential of a proposed merger can be determined by comparing the target company with the leaders in this segment. Do not forget that not only the acquired company, but also the buyer himself will have to go through changes. It is necessary to make realistic forecasts and, if possible, turn all changes in a favorable direction.
3. Valuation of the target company. When a merger of companies occurs, the value of the target company is formed by the following characteristics: internal resources (calculation of cash flow in the context of a merger or acquisition) and external resources (average market prices, comparative assessment of similar transactions). Once the financial side of the issue is determined, the decision is formulated in the primary agreement, which also contains an explanation of each stage of the merger or acquisition process. Next, actions are taken aimed at completing this transaction (negotiations with government antimonopoly structures, internal corporate preparations for the merger, identifying sources of integration).
4. Checking the target company for reliability (due diligence). Information obtained from certain sources may influence the formation of the value of the purchased company, which will be reflected in the document of intent.

Approval of a resolution on a merger or acquisition. Developing an action plan

Implementation of all stages of the planned plan, taking into account newly emerging changes

Merger/acquisition of companies is a delicate and complex process that is difficult to bring to a single model. Despite the significant experience of the Russian and foreign markets in this method of restructuring companies, many organizations do not achieve the positive effect expected at the time of integration planning. The success of such transactions depends not only on how conscientious the approach to planning and distribution of responsibilities was, but also on the correct use of the opportunities opened up by the merger. The uncertainty that the process of merging different economic units brings with it can cause the loss of valuable personnel and important clients, entail unplanned expenses and lead to the loss of already gained market positions.

Analysis of the transaction result

After a certain time, the result achieved by the merger or acquisition is analyzed, and the goals achieved or not achieved by the integration are determined.

Specifics of the process of mergers and acquisitions of companies.

Permission to carry out a transaction from the federal antimonopoly authority is required when:

• the total book value of the assets of the acquirer and the issuing company (who is being purchased) is more than 3 million rubles:
• the total revenue of the reorganized organizations for the year preceding the transformation is more than 6 million rubles;
• the acquiring company or issuer is included in the Register of economic entities with a market share of a certain product/service of more than 35%.

Analysis of the effectiveness of mergers and acquisitions of companies

There is an opinion that a merger of companies will be effective if one simply selects a company from a progressively developing market area and acquires it at a relatively low price. However, this judgment is erroneous.

Analyzing the effective completion of a merger or acquisition involves examining many moments:

• calculation of cash receipts and expenses, calculation of the financial result from the merger process;
• determining not only the goals of the merger of companies, but also identifying the parties who are in the pros and cons of the integration transaction;
• formulation of problems that arose with the implementation of the merger in the field of personnel, taxes, legal restrictions, difficulties in accounting;
• taking into account the basis on which the merger was completed: restructuring of companies on a hostile basis often carries much more unforeseen costs than a transaction on a voluntary basis.

Often, the starting point for analyzing the effects of business integration is the target company's estimated financial achievements, which include any increase in cash flow or decrease in costs. Next, the resulting discounted values ​​are compared with the acquisition cost. The resulting positive difference from the target company's projected financial flow and the transaction value is defined as the net benefit. If the difference is negative, the decision on the merger transaction must be reconsidered.

For this comparative analysis, it is necessary to operate with the following data:

• future increase in the target company's capital in the future;
• discount rate value;
• cost of capital to determine future financial flow;
• the real price of the target company.

The disadvantage of this technique is that the information received does not always correspond to the real state of affairs.

The reason for this is that determining the price of the acquired company is subjective. The projected net benefit may be positive not because the merger had a positive impact on the business, but because it overstates the target company's actual future capital gains. But if the forecast is too low, the failed restructuring of companies, which is truly necessary and appropriate, will aggravate the existing business.

It is important, before the transaction and its planning, to determine for what reasons the cost of the merged companies will be greater than the price for each before the transaction, to calculate the economics of all benefits and expenses.

Financial benefit (the same synergy effect) appears only when the value of the established company as a result of the merger exceeds the sum of the values ​​of all parent companies before the transaction.

Analyzing the synergistic effect and determining its numerical value is one of the most difficult tasks when studying the results of a merger.

Once the financial benefits of the future transaction are known, i.e. its synergy effect, they move on to determining the estimated financial costs necessary to implement the merger plan.

If the condition for the purchase of a target company is the immediate calculation of its full value, then the costs will be determined as the difference between the money paid for it and the market price of the acquired company.

If we assume that when acquiring a target company there is an immediate payment for its market value, then the cost of acquiring a company can be determined as the difference between the cash paid for it and the market value of the company.

Expenses in excess of the company's market value are paid to the shareholders of the acquired company or business owners in the form of bonuses. Often, the benefits received by the acquired company do not exceed the costs incurred by the acquiring company. This is due to the fact that the implementation of a transaction is always accompanied by payments to banks, payments for consulting, legal fees and expenses, which fall on the shoulders of the acquirer.

The difference between all the above benefits and costs is defined as the net present value.

A positive value of this indicator indicates the feasibility of a future transaction.

To assess the synergistic effect of a merger of joint stock companies, it would be reasonable to take into account the behavior of investors regarding the shares of the newly created company. Thus, if the price of shares of the acquiring company falls after the publication of the fact of the upcoming transaction in the media, one can judge that investors doubt the benefits of the future merger, or why they consider the value of the target company to be unreasonably inflated.

It is also worth considering that when a really good company is sold, the demand for it increases, and the buying and selling process is more like an auction of “who will offer the most.” Gaining the upper hand in such a struggle may entail unnecessary expenses.

• Reorganization of a legal entity: step-by-step instructions

What could a merger of companies lead to?

Transformations of economic entities, such as mergers or acquisitions, can have different effects on the future affairs of companies, either providing additional benefits or reducing the results of their economic activities. Numerous studies to determine the net synergistic effect based on the experience of companies already restructured using this method show completely different results.

Thus, according to Mergers & Acquisitions Journal, more than 60% of all integrations do not justify the financial investment in them. The Price Waterhouse audit network studied 300 mergers over the previous decade and found that 57% of companies transformed by mergers or acquisitions performed worse than peers in the same industry. Often, an unsuccessful merger experience forces companies to separate again in order to return to the indicators that were achieved during independent management.

According to analysts, a negative effect from a merger of companies may arise for the following reasons:

• incorrect assessment of the capabilities of the industry or target company chosen for merger;
• an error in calculating the finances required for integration;
• wrong steps towards a merger or acquisition.

An incorrect assessment of the assets and liabilities of the acquired company leads to a decrease in the synergistic effect.

Thus, an example of an incorrect estimate could be an assumption of an underestimated level of costs associated with increasing the production capacity of the acquired company or with the warranty obligations of a previously released defective product. In the case of a production merger, another acquiring company evaluates the environmental impact of the acquired production. Most likely, all costs to eliminate negative polluting consequences will be the responsibility of the buyer.

Often, an error in calculating the finances required for integration is an obstacle to achieving the planned result of a merger or acquisition.

The miscalculation of future costs can be quite significant. Thus, the projected price of the Rover company was 800 million pounds, and in the end it cost the BMW concern 3.5 billion.

Mistakes in the merger process have caused many merger deals to fail.

Management and leading personnel are not always able to cope with the problems that arise after the merger of companies. The individual nature of production, infrastructure, internal corporate traditions, and accounting are often incompatible with similar areas of the integrated company.

The value of many organizations is directly affected by the quality of human resources, namely, the competence and degree of professionalism of all personnel - from top managers to ordinary workers.

Changes in the management team change the criteria for assessing the work of personnel, planning the career ladder of employees, and the policy of distribution of finances is changing. All this affects the psychological mood of the team and can change both relationships within the company and informal connections. The situation when the previously owner of the company, who has a stake in the business, becomes a hired employee by the will of the merger, negatively affects the working spirit of a significant part of the staff and can even lead to the loss of significant personnel. The situation can only be saved by the former owner’s complete satisfaction with his new position and the teamwork of the entire team according to a specially developed plan.

An analysis of the experience of mergers and acquisitions of many companies states the fact that often it is profitable not to buy a company, but to sell it.

The receipt of the greatest benefits by shareholders of target companies in comparison with the profits of the owners of the acquiring company is explained by two reasons:

• the acquiring company is often much larger than the target company. In this situation, when dividing the financial result of the synergy, the owners of each company will receive equal shares of income in monetary terms, but as a percentage, the shares of the shareholders of the new company will be significantly smaller;
• turning the process of buying and selling an organization into an auction becomes the reason that with each new buyer, offers to the shareholders of the purchased companies become better and better. Thus, the owners of the target company take over a larger share of the profits from the upcoming merger. An increase in the value of a company that is put up for sale may also be a consequence of anti-raid tactics.

Modern economics sometimes regards the merger of large companies (for example, guilds) as sub-optimization.

The meaning of this definition in the field of company restructuring is as follows. A strategy aimed at strengthening intra-corporate ties leads to the fact that purchase and sale transactions are carried out within “their own” circle. But this does not prevent “their” organizations from setting the most favorable price for themselves.

The effect of such mergers is either an unreasonably high price for the product of the newly established enterprise, or a standard discussion of cost turns into a long clarification of mutual claims. As a result, complex relationships within large guilds make it difficult, and sometimes impossible, to formulate prices that will satisfy companies on opposite sides of the system.

• Reasons why even competing companies unite in business alliances

The practitioner tells

Vitaly Vavilov, Project Manager, Strategy Partners, Moscow

Almost the only way to create value during a period of financial instability in a country is to resort to a merger, acquisition, or create an alliance. These measures, firstly, reduce the value of assets, and secondly, they combine forces to force the situation during a crisis.

A good example of this is the American medical company LHC Group, which in just six months of the crisis doubled its value precisely thanks to the merger. The outsourcing work scheme made it possible to increase the structure of the LHC Group by 8 joint ventures in 6 months, attracting medical institutions as partners. Guaranteed customer traffic reduced the possible drop in demand to a minimum, and the resulting financial benefits made it possible to acquire two companies that significantly expand the scope of services. Thus, during the general crisis, LHC Group was able not only to maintain its position, but also found a way for itself to invest in progressive development.

When choosing for yourself the path of various types of associations, the most important thing is to always see the final goal of each next step, which should ultimately result in the acquisition of additional benefits for each participant in the integration.

My personal observations suggest that vertical mergers are most successful. Here the main task will be to select a like-minded company with the greatest competitiveness (for example, one that sells a well-recognized brand or has another attractive offer) or one that operates in a dynamically developing industry. The success story of Hana Electronics (an Asian electronics manufacturer) and Alaska Milk (a Philippine dairy products manufacturer) is an excellent example of just such a strategy.

The merger of organizations has its own characteristics and advantages over other forms of reorganization, which consist in the necessary documents, as well as in the consequences for owners and staff.

Mergers of enterprises and their consequences

One of the forms aimed at consolidation and reorganization of a legal entity is the merger of enterprises.

This form is a process as a result of which several existing enterprises cease their activities, and a completely new one is created on their basis.

Consequences of the merger the following events will occur:

1. Two (or more) enterprises will officially cease their activities and will be deregistered.
2. A record of the registration of a new legal entity will appear in the Unified State Register of Legal Entities.
3. All rights and obligations, as well as property and debts of liquidated enterprises will transfer to the newly created one.

In some cases, the merger requires the consent of the antimonopoly committee, since as a result of this procedure a large monopoly enterprise may be formed.

Also often, mergers of companies act as an alternative to liquidation, since with its help it is possible to quickly stop the activities of unprofitable companies.

Which form should I choose?

Merger and merger are two similar forms of reorganization, however, despite many common features, they also have significant differences.

Therefore, the choice between them largely depends on the characteristics and characteristics of specific enterprises.

Joining – This is the only form of reorganization, as a result of which information about the new enterprise is not entered into the Unified State Register of Legal Entities.

On the contrary, one or more legal entities are deregistered.

In this case, all property and debts as a result of the closure of the LLC through a merger of enterprises are transferred to the legal successor, whose organizational and legal form does not change.

Another feature of joining is the fact that you do not need to receive certificate of absence of debts from the Pension Fund.

Often, it is the absence of this document that is the basis to refuse reorganization.

As for the merger of two companies into one, as a result of this procedure all participants are liquidated, and on their basis a new enterprise arises, with completely different registration data.

It brings together all the assets of predecessors and allows you to start a new activity more efficiently, with more opportunities.

In general, the merger procedure is easier than merging an LLC. However, the first form may violate the rights of participants, while the second provides the most equal opportunities for all reorganized enterprises.

Conversion by merging, step by step instructions

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

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

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

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

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

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

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

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

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

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

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

Required documents

The list of documents required for reorganization by merging can be divided into two groups:

These papers must be issued within five days after submitting the first package of documents.

After this, the new enterprise can begin its work in accordance with the chosen type of activity and available capabilities. Read more about changing the types of LLC activities.

Personnel component

With any form of reorganization, the changes that have occurred in the company will affect such an element of the enterprise as personnel. A merger is no exception; some personnel changes will occur in this case as well.

What will happen to employees when organizations merge by joining?

It is worth highlighting several rules for carrying out reorganization, which directly affect employees:

Obviously, in most cases, layoffs are inevitable anyway. According to the labor code employees cannot be fired due to the reorganization of structural divisions through a merger, however, after completion of the procedure, the management of the new enterprise will be able to legally reduce staff.

General steps for processing and registering changes in passport data

Debts of participants and final reporting

Before carrying out the procedure, each reorganized company must prepare final financial statements, the date of which will be the day before merger entry in the Unified State Register of Legal Entities. This includes the balance sheet, as well as statements of profit and loss, cash flows and changes in equity.

This reporting should reflect all transactions that have occurred in the company since the date of drawing up the transfer deed.

The “Profit and Loss” account must also be closed, funds from which are distributed according to the decision of the owners.

After the reorganization, all debts of the old companies are completely transferred to the legal successor.

If one of the predecessor enterprises had debts to the tax authorities or funds, they will be transferred to the account of the new organization.

It is advisable to submit tax returns to reorganized companies, but this can also be done by their legal successor after the procedure is completed.

An important point is the fact that reorganization is not a basis for changing periods for paying taxes or submitting reports.

The new company is obliged to submit all documents within the period established by law.

Merger of debtor and creditor

Is one of the alternative ways to liquidate an LLC, and often its cause is the debt of one enterprise to another.

It is more expedient to unite a debtor and a creditor by merging the first with the second, since in this case the creditor can still continue its activities.

However, it is also possible to carry out a merger - in this case, both participants will stop working.

When companies merge, one of which has obligations to the other, the creditor and the debtor coincide in one person.

And this, in accordance with Art. 413 Civil Code of the Russian Federation, is the basis for termination of debt obligations.

Civil Code of the Russian Federation. Article 413. Termination of an obligation by the coincidence of the debtor and the creditor in one person An obligation is terminated by the coincidence of the debtor and the creditor in one person, unless otherwise established by law or follows from the essence of the obligation.

Therefore, in this case, such a procedure for reorganizing an institution through a merger will lead to the cancellation of debts, and the new company will be able to start its work with a clean slate.

The merger of two organizations into one is a form of reorganization that is aimed at creating new, larger enterprises.

It is advisable to carry it out in cases where they want to unite small companies or a debtor with a creditor.

In the first case, all participants will be able to organize a stronger and more competitive business, in the second, they will receive mutual benefits and continue working without mutual obligations.

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

What are the main pros and cons?

In an effort to improve their financial results, enterprises are attempting to merge. Joint management significantly increases the efficiency of organizations. Mergers and acquisitions in Russia, as practice shows, provide an opportunity to adapt to a progressive economic system and gain additional privileges in competition.

The advantages of the merger are obvious:

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

There are also some disadvantages:

• quite large costs related to payment of penalties;
• significant difficulties when there are companies in different industries;
• possible difficulties when interacting with new employees;
• in reality, the deal may not be very profitable.

Features of ongoing processes

The ongoing acquisitions and mergers have their own specifics. In case of a voluntary merger of companies, a new legal entity must be formed. If one enterprise joins another, then the main one retains its essence as a subject. All rights and obligations of subsidiaries are transferred to it.

Merger is the process of combining two or more legal entities on a voluntary basis. After all the documents have been completed, the new one begins to function. The combination can take place according to two scenarios.

1. Restructuring of companies is carried out with complete liquidation. The resulting enterprise acquires the assets and liabilities of the incorporated entities.
2. When merging, the rights of existing entities are partially transferred as investment contributions. In this case, the participants retain administrative and economic integrity.

A company takeover refers to the process in which one company buys out another. After registration, she begins to fully control its activities. In this case, the dominant company acquires at least 30 percent of the authorized capital of the second legal entity.

Classification of merging procedures

Conducted mergers and acquisitions can be divided according to 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 them. Transnational is an association of entities from different countries. Their number can be unlimited. Multinational corporations are common these days.

Fundamental points of positive effect

In order for acquisitions and mergers to be positive, it is necessary to take into account some factors:

• determining the optimal form of association;
• speed of connecting middle and senior staff to the process;
• the amount of expected capital for integration;
• procedure for conducting a 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 increased profits. At the entire stage of restructuring, mistakes made should be corrected in a timely manner. The ultimate goal is not only to have a synergistic effect, but to maintain it 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 necessary to understand whether the goals set can be achieved by alternative methods. To do this, it is necessary to carry out procedures to increase internal potential, develop suitable marketing strategies and other measures that can bring them closer to the planned result.

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

1. The field of activity of the enterprise is studied: growth dynamics, possible distribution of potential, and the impact of external factors are assessed. The first step is to look at actual assets and liabilities.
2. Own capabilities are analyzed. In any case, the company must make an unbiased self-assessment. Using the data obtained, you can understand what criteria should be used when choosing an organization.
3. Possible competitors are being investigated. You can feel all the positive aspects of the merger if you carefully study the potential of your rivals. By assessing them, it is easier to determine the strategic direction.

Analysis of the effectiveness of the completed transaction

There is an opinion that a merger of companies will be a great success if a company from a market sector that is progressively developing is chosen as an opponent. However, this approach is not correct. The final assessment of mergers and acquisitions is made based on various studies:

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

Possible negative points

Transformations with economic structures can have not only positive, but also negative effects. The studies conducted show completely different results. Analysts came to the conclusion that negative aspects arise for a number of reasons related to each other:

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

Application in practice

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

The presented organization managed to double its value within six months. And this is in a 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 benefits won made it possible to significantly expand the scope of services. The company managed to find opportunities for progressive development by investing funds, despite negative external factors.

As a conclusion

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

How to properly formalize a merger of organizations (nuances)?

A merger of organizations is the combination of several enterprises into one. The procedure for registering a merger is subject to the general procedure for the reorganization of legal entities (Articles 57-60.2 of the Civil Code of the Russian Federation), but at the same time it has its own peculiarities. How to carry out such a procedure correctly and what is needed for this, we will consider in our article.

Merger of two or more legal entities

A set of actions related to the completion of activities by existing organizations and the transfer of all their rights and obligations to the newly created company is called a merger.

The decision to merge organizations can be made by their participants or by a body vested with appropriate powers.

In some cases, despite the decision made, such a change is possible only with the permission of the authorized bodies. For example, if the total value of assets of commercial organizations as of the last reporting date exceeded 7 billion or 10 billion rubles. their total sales revenue from the previous year, then their merger is possible with the consent of the antimonopoly authority (Article 27 of the Federal Law “On Protection of Competition” dated July 26, 2006 No. 135-FZ).

IMPORTANT! In accordance with paragraph. 2 p. 3 art. 64 Federal Law “On Bankruptcy” dated October 26, 2002 No. 127-FZ, after the introduction of the monitoring procedure, the management bodies of the organization are prohibited from making decisions on reorganization.

Two organizations, even those created in different forms, can take part in the reorganization (Clause 1, Article 57 of the Civil Code of the Russian Federation). More information about changes in the legal status of organizations is described in the article “Reorganization of a legal entity is...”.

In order, for example, to merge with an organization of another form, you first need to transform into the form of this organization. For example, a joint-stock company can become a production cooperative (Article 104 of the Civil Code of the Russian Federation). But laws may contain restrictions on such conversions.

Features of the merger procedure

Reorganization in the form of a merger is provided for by civil law for all organizations. However, they have their own characteristics:

• Limited liability companies.
  The decision on transformation, approval of the merger agreement, the charter of the company being created, as well as the transfer act are carried out for each company by its participants.
• Joint stock companies.
  In every company, the board of directors before the meeting of shareholders raises the issue of such a transformation and election of members of the board of directors of the newly created entity. Shareholders make such decisions, approve the merger agreement, transfer deed, and charter.
  IMPORTANT! If the charter of the company being created assigns the functions of the board of directors to the meeting of shareholders, such a board is not elected.
• Unitary enterprises.
  The functions of making decisions on changing enterprises are assigned to the owners of their property. They also approve constituent and other documents related to the reorganization.
  Wherein merger of organizations it is permissible if the property of such merging enterprises is at the disposal of one owner (Article 29-30 of the Federal Law “On State and Municipal Unitary Enterprises” dated November 14, 2002 No. 161-FZ).
• Non-profit organizations.
  In relation to budgetary and government institutions, decisions on such transformation and its procedure are made by the authorities under which the institution is subordinate.
  The nuances of the merger procedure can be associated not only with the form of the organization, but also with its activities (Article 33 of the Federal Law “On Non-State Pension Funds” dated 05/07/1998 No. 75-FZ, regulation “On the reorganization of credit organizations in the form of merger and accession”, approved Bank of Russia dated August 29, 2012 No. 386-P).

Merger Agreement

When indicated in the law, the parties draw up an agreement, which should establish, for example, the following:

1. According to Art. 52 Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ:

• procedure, conditions of merger;
• the procedure for distributing shares of companies in the authorized capital of a new entity.

1. According to Art. 16 Federal Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ (hereinafter referred to as Law No. 208-FZ):

• name, details of the participants in the reorganization, as well as the company being created;
• procedure and conditions of merger;
• the procedure for converting shares and their ratio;
• number of members of the board of directors (if this is reflected in the charter);
• information about the auditor or the list of members of the audit commission;
• list of members of the collegial executive body (if its formation relates to the powers of the meeting of shareholders and it is provided for by the charter);
• information about the executive body;
• name, details of the registrar.

The agreement may also contain other information (clause 3.1 of Article 16 of Law No. 208-FZ).

Succession during reorganization

The newly created entity in the merger process assumes all the obligations of the reorganized organizations.

The document confirming such succession is the transfer deed (Article 59 of the Civil Code of the Russian Federation). It reflects the transfer of all rights and responsibilities to the new organization.

That is, succession is carried out in relation to all creditors and debtors, both for existing obligations (including disputed ones), and for those that may arise, change or terminate after the transfer deed is drawn up.

The following is attached to the transfer deed:

• financial statements;
• inventory acts;
• primary papers on material assets;
• an inventory of other transferred property;
• decryption of accounts payable and receivable.

The transfer act is approved by the persons who made such a decision and is submitted during registration.

By way of succession, the obligations to pay taxes, fees of reorganized entities, as well as all due penalties and fines are transferred to the created entity (Article 50 of the Tax Code of the Russian Federation).

IMPORTANT! The merger procedure does not affect the deadlines for fulfilling obligations to pay taxes and fees.

Excess amounts paid by a person before the reorganization will either be proportionately distributed among his other debts, or offset against the fulfillment by the legal successor of obligations to repay arrears, and in the absence of debts - returned to the legal successor.

Registration of a reorganized entity

To submit an application for registration, 3 working days are given, the countdown of which begins from the day following the date of the decision on the merger.

Further, the organization that last made the decision on reorganization (unless otherwise agreed by the parties) publishes information about such changes twice with a difference of a month in the publication “Bulletin of State Registration”.

The law may establish the obligation of an organization to notify creditors in writing of its transformation.

To register a legal entity created through reorganization, it is necessary to submit the following documents (Article 14 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs” dated 08.08.2001 No. 129-FZ):

• application for state registration of a newly emerging legal entity created through reorganization;
• charter;
• decision on reorganization;
• merger agreement (if provided);
• deed of transfer;
• document confirming payment of state duty;
• a document indicating that data on employees has been transferred to the pension fund (in accordance with the Federal Law “On individual registration in the compulsory pension insurance system” dated 04/01/1996 No. 27-FZ);
• on assigning a registration number to the issue of shares and making changes to the decision on the issue of bonds upon a change of issuer (for joint-stock companies).

The documents necessary to complete the reorganization procedure are submitted to the registering authority either 30 days from the date of the last publication of the message in the journal, or 3 months after the entry into the register about the beginning of the reorganization (letter of the Federal Tax Service of Russia dated August 14, 2015 No. GD-4-14 /14410).

Registration is carried out at the location of the organization that sent such a message.

Merger or affiliation with another organization

The procedure for registering a merger, as well as a merger, is subject to the general procedure for the reorganization of legal entities. But it is important to understand that merger of organizations and accession, despite their apparent similarity, represent 2 different forms:

• When joining, the rights and obligations of the organization pass to the person to whom the merger is taking place, while during a merger they pass to the newly created person.
• The merger procedure is considered completed from the moment the data on the completion of the activities of the affiliated organization is entered into the Unified State Register of Legal Entities, and in the case of a merger, from the moment the new organization is registered.
• The main difference between affiliation is that the organization to which the affiliation was made continues to exist.

Also, each procedure has its own characteristics of forming indicators for recording them in the organization’s financial statements. For example, the methodological guidelines approved by Order of the Ministry of Finance of Russia dated May 20, 2003 No. 44n establish the following rules (with the exception of credit organizations and government institutions):

• During a merger, the day before an entry about the resulting organization is made in the register, all persons terminating their activities draw up final financial statements and close their profit and loss accounts. When merging, such reporting is prepared only by the merging organization, which, in addition to closing accounts, distributes the amounts of net profit.
• On the date of registration of the entity arising during the merger, according to the data of the transfer act, by line-by-line combination of the indicators of the final statements, the introductory accounting statements are formed. And the accounting statements of the successor upon merger are formed as of the date of termination of the activity of the last merging person.

Procedure mergers of organizations has a fairly clear order. Moreover, such a reorganization has its own characteristics, for example, in making a decision on a merger, drawing up documents necessary for the transfer of rights and obligations, etc. Such features are provided for by special regulatory documents governing merger of organizations depending on their form and the activities they conduct.