Often, in order to optimize business processes and achieve higher economic results, the owners of several companies decide to merge the business. The procedure for reorganizing an LLC through a merger is strictly prescribed by law, but has several options, each of which leaves a certain imprint on the status of the elements included in the new formation.

Among the forms of reorganization of a legal entity, the Civil Code of the Russian Federation identifies only two, corresponding to the merger of companies - merger and accession (absorption)

Both mergers of companies and accession (absorption) are methods of reorganization prescribed in Art. 57 of the Civil Code of the Russian Federation, as two variants of the procedure with slightly different execution procedures and results. Thus, in a merger, all (two or more) firms take part on equal terms, all cease to exist, and as a result, a completely new legal entity arises.

Acquisition implies the dominance of one of the reorganized companies, which continues to operate under the same name and with the same status as before the procedure. The second company being merged ceases to exist and transfers all its rights and obligations to the first one.

When making a distinction between the procedure, it should be noted that it is approximately the same for both methods, with the exception of the amount of work:

• in the event of a merger, all stages will have to be completed in relation to each of the merging companies;
• in case of merger, procedures are carried out only in relation to the company being merged (absorbed).

The end date of the merger during a merger is the date of registration of the new legal entity, and during an acquisition - the date of liquidation of the acquired company.

Table: advantages and disadvantages of mergers and acquisitions

What are the goals of the reorganization-merger?

Optimization of business processes is the main goal of the merger of companies

In general, both mergers and acquisitions can pursue the following goals:

• optimization of labor costs, economic and business processes, document flow of companies (for example, the main and subsidiary, if a “vertical” merger occurs);
• spreading a positive reputation and/or getting rid of a negative one;
• consolidation of business, conquest of new markets for goods or services;
• pooling of company losses to reduce the tax base;
• transfer of property from one (for example, an acquired) company to another (for example, an absorbing) without paying VAT (in case of a normal alienation, this tax must be paid).

Thus, consolidating a business in either of the two ways can be beneficial for a number of reasons. When choosing between them, you should ask the following questions:

1. Is it advisable to liquidate every single company or is one of them (due to business reputation, presence of strategically important licenses, etc.) quite capable of continuing its activities? If the second option is chosen, it is better to use join.
2. Are owners prepared for increased labor costs, long procedures, downtime due to re-issuance of important licenses, and additional expenses? If not, then it is better to choose joining.
3. Do the owners of the merged businesses want to remain “equal” in terms of managing the new company? If yes, then the best option is merger. But to some extent, management and income issues can be resolved in a reorganization agreement by planning the redistribution of participants' shares.

When is it appropriate to resort to liquidation through merger or acquisition?

Liquidation of one or more companies - stage of the reorganization process in the form of merger or acquisition

Liquidation is not a form of reorganization of legal entities in accordance with civil law. This is a separate procedure that involves the termination of a company’s business activities and its exclusion from the Unified State Register of Legal Entities. However, liquidation acts as an integral element of reorganization in the form of a merger or acquisition.

Therefore, when discussing the advisability of liquidation through a merger or acquisition, you should:

1. Consider the presence or absence of an opportunity to improve the economic situation by joining a new company.
2. Study the range of possible reorganization partners and draw up specific forecasts for joint development.
3. Choose a reorganization method based on the criteria outlined above.

The procedure for reorganizing an LLC through a merger

The merger procedure (compared to acquisition) is more complex and voluminous. In addition, all actions taken during an acquisition take place within the framework of the merger. Therefore, below is the composition of the stages specifically for the merger:

1. Approval of the decision to merge by the governing body of each company.
2. Notification of the Federal Tax Service inspection of the intention to merge companies.
3. Publication of an announcement of the intention to merge in the media. Notifying counterparties.
4. Informing employees.
5. Obtaining approvals - if necessary.
6. Carrying out an inventory and forming a transfer act.
7. Appointment of a joint meeting of participants of all merging companies (shareholders, for example).
8. Collecting documents and paying fees.
9. Submission of documents to the inspection.
10. Obtaining a certificate of establishment of a new company.

The procedure depends on the volume of work, the presence or absence of creditors’ consent to transfer the debt, the need to approve the reorganization, and can last on average from three months to a year.

Approval of the merger decision

Each of the companies taking part in the merger (and there can be from two to infinity) must make its own decision about entering into the procedure. Which management body is responsible for this issue, and, accordingly, the form for making such a decision - all this, as a rule, is spelled out in the company's charter. But in general, one should be guided by the special norms of federal laws regulating the activities of organizations of a specific organizational and legal form (Law on LLCs, Law on Joint-Stock Companies, etc.).

The law does not prohibit companies of different organizational and legal forms from merging with each other in any of the ways considered.

In LLCs and ALCs, the decision is made by the board of founders, in joint-stock companies - by the meeting of shareholders, in budgetary institutions - by the founder (Government).

Thus, most often the decision takes the form of minutes of the meeting, which should indicate:

• the results of voting on the main issue and the final decision;
• the date of the planned reorganization, approximate timing and order of the main stages of the procedure;
• the composition and powers of the commission that will deal with organizational issues;
• sources of financing the costs of the procedure.

In accordance with Art. 52 of the Federal Law “On LLC”, the reorganization agreement and the transfer act are also subject to approval by the meeting of participants.

Notification to the tax office

The notification of the Federal Tax Service is drawn up according to the approved form

Before proceeding directly to the procedure, the law (Article 60 of the Civil Code) obliges companies embarking on reorganization to notify the tax office of their intention. There are several points to consider:

1. The obligation to notify falls on the company that was the last to hold a meeting of participants at which a positive decision was made. The letter must be sent within three days from the date of this last decisive meeting.
2. Choosing a territorial division of the Federal Tax Service in some cases causes difficulty - after all, the merged companies are often located in different areas and are served by different tax authorities. It is preferable to choose in advance the location of the future merged legal entity (at the location of one of the companies) and submit an application to the tax office in this area.

The inspection notification form is special - S-09–4, approved by order of the Federal Tax Service of Russia dated 06/09/2011. Based on this notification, an entry is made into the unified state register about the start of reorganization processes (for each of the merged legal entities). Documents to complete the procedure must subsequently be submitted to the same territorial inspection unit.

At the same time, the Pension Fund and the Social Insurance Fund must be notified of the upcoming reorganization.

Publication

Publication of information about the reorganization is a mandatory requirement of the same sixtieth article of the Civil Code. The rules for making information public are as follows:

• the announcement is submitted by the last company that decided to merge on behalf of all those participating in the reorganization;
• a message is posted in the state gazette - a specialized publication that publishes information on the registration of the emergence and termination of the activities of legal entities;
• frequency and frequency of publications - twice with a break of a month.

The publication must reflect the following information:

• information about each of the merged companies;
• all available data on the new legal entity planned for creation;
• the procedure and conditions for creditors to submit their claims.

Notification of creditors

Creditors should be notified in order to avoid litigation due to the fact that they missed the publication

Notifying creditors about the transfer of obligations to a new person is the most important point during reorganization, although it is not directly provided for in the legislation (it is assumed that counterparties learn about the reorganization from publications). In practice, the tax office requires proof of their notification in order to avoid legal disputes later.

In Art. 60 of the Civil Code defines guarantees for counterparties entering into the reorganization of companies - this is the right to demand early fulfillment of a debt or termination of a contract with compensation for losses.

But they can make such a statement only within thirty days from the date of the last publication about the reorganization. Otherwise, the claim is not accepted, and the obligation passes to the legal successor - the newly formed legal entity.

The notification to a creditor or debtor is a free-form letter containing the same list of information as the announcement of reorganization. It is sent by registered mail with return receipt requested to the addressee.

Informing employees

The teams of all merged companies are subject to transfer to the newly formed employer (the employer has no right to dismiss employees in connection with the reorganization - Article 75 of the Labor Code). Moreover, according to labor legislation, each employee must be informed about a change in such a significant condition no later than a month in advance. If, upon notification, he refuses to work under the new conditions, the employment relationship with him must be terminated under Part 6 of Art. 77 TK.

Obtaining approvals

In some cases, a single decision by the authorized bodies of companies wishing to merge is not enough. Eg:

• if the total assets of the participants exceed the amount of 6,000,000 rubles. - before the merger, permission from the antimonopoly service is requested;
• if the participants are financial companies, the reorganization will require the consent of the Bank of Russia;
• For participants in the procedure - state enterprises and institutions - a corresponding decision of the Government is required.

Carrying out an inventory and drawing up a transfer act

The transfer act is the central document of the reorganization, designed to record the list of transferred property and obligations, describe its condition, determine the procedure and conditions of succession (Article 58 of the Civil Code). The transfer act is drawn up by each enterprise participating in the association based on the inventory data.

The law does not establish specific dates and deadlines for conducting an inventory or drawing up a report. It is better if they coincide with the end of the quarter or year.

The transfer deed can be executed in one of two ways:

First meeting of the new company's members

At the general meeting, the participants of the new company resolve management issues and form new executive bodies. The results of the meeting are documented in the form of minutes and decisions.

Additionally (if this was not decided earlier, for example, when concluding a reorganization agreement), the meeting may determine the head of one of the merging companies, who will act as an applicant for state registration of the new legal entity.

Payment of state fees and submission of documents

Among the documentation submitted to the tax office at the final stage of the reorganization - state registration of a new legal entity - it is necessary to submit a document confirming payment of the fee. It's better to do this in advance. The amount of the state duty is established by Art. 333.33 of the Tax Code of the Russian Federation and today it is 4,000 rubles.

When going to the tax office, you should not forget about pre-notarization of the application.

Photo gallery: application form P12001

Page 1 must contain the name of the legal entity Page 2 contains information about the company address Page 3 - information about the reorganized legal entity Page 4 - page about the participant - legal entity Page 5 - information about an individual who has the right to act on behalf of the company without a power of attorney Page 6 - continuation of information about the representative - individual Page 7 - list of activity codes of the company being created Page 8 - information about the applicant Page 9 - continuation of information about the applicant Page 10 - applicant's obligation

The package of documents for state registration of reorganization-merger is as follows:

1. An application drawn up in form P12001 and certified by a notary (the applicant must personally appear at the notary).
2. The decision to enter into the merger procedure is made by each of the merging companies.
3. The decision of the meeting of founders of a newly created legal entity on the reorganization and creation of management bodies.
4. A merger agreement concluded between companies and approved by their authorized bodies.
5. Constituent documentation of merging companies.
6. Constituent documentation of the newly created organization.
7. Transfer deeds.
8. Evidence of publication of information in the media, notification of creditors, the Pension Fund and the Social Insurance Fund.
9. Document confirming payment of state duty.

The inspection is obliged to carry out registration actions within five days from the moment of acceptance of the complete package of documentation.

An important point of reorganization for accountants is the preparation of final and opening financial statements. The first must be dated before the date of entering information about the new legal entity into the Unified State Register of Legal Entities. The second is the date of entry into the register of data on the establishment of the company.

Two or more companies can be combined in one of two ways - merger or acquisition. The choice between them depends on many factors, but absorption is much less labor-intensive. The results of acquisitions and mergers are legally different, but economically there are no big differences between them.

1.1. This document defines the policy of Limited Liability Company "" (hereinafter referred to as the Company) regarding the processing of personal data.

1.2 This Policy has been developed in accordance with the current legislation of the Russian Federation on personal data.

1.3 This Policy applies to all processes of 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 means.

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

1. Definitions

Personal Information- any information relating to a directly or indirectly identified or identifiable individual (subject of personal data);

operator- state body, municipal body, legal entity 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 set of actions (operations) performed using automation tools or without the use of such means 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 number 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 cessation of processing of personal data (except for cases where 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 media of personal data are destroyed;

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

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

1. Principles and conditions for processing 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. Processing of personal data that is incompatible with the purposes of collecting personal data is not permitted;

3) It is not allowed to combine databases containing personal data, the processing of which is carried out for purposes 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, 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 makes it possible to identify the subject of personal data no longer than required by the purposes of processing personal data, unless the period for storing personal data is established by federal law, an agreement to which the subject of personal data is a party, beneficiary or guarantor. The processed personal data is subject to destruction or depersonalization upon achievement of the processing goals or in the event of loss of the need to achieve these goals, 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 Company representatives about changes in his personal data.

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

• 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;
• processing of personal data is necessary for the execution of a judicial act, an act of another body or official that is 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);
• processing of personal data is necessary for the execution of an agreement to which the subject of personal data is a party or beneficiary or guarantor, as well as for concluding an agreement on the initiative of the subject of personal data or an agreement under which the subject of personal data will be a 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 Start Legal Company LLC 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 is determined that will be performed by the 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 is established, and requirements for the protection of processed personal data are specified. data.

3.5. If the Company entrusts the processing of personal data to another person, the Company is responsible to the subject of personal data for the actions of the said person. The person processing personal data on behalf of the Company is responsible to the Company.

3.6. The Company does not make decisions based solely on automated processing of personal data that give rise to legal consequences in relation to the subject of personal data or otherwise affect his rights and legitimate interests.

3.7. The company destroys or depersonalizes personal data upon achieving the purposes of processing or in the event of the 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 civil contracts have been concluded;
• candidates to fill vacant positions in the 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-mentioned 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 from the Company within the time limits provided for by law the following information:

• confirmation of the fact of processing of personal data by LLC Legal Company “Start”;
• on the legal grounds and purposes of processing personal data;
• about the methods used by the Company for processing personal data;
• about 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 LLC Legal Company "Start" 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 its receipt, unless a different procedure for providing such data is provided for by federal law;
• about the terms of processing of personal data, including the periods of their storage;
• on the procedure for a citizen to exercise the rights provided for by the Federal Law “On Personal Data” No. 152-FZ;
• name and address of the person processing 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. Request clarification of your personal data, their blocking or destruction if the personal data is incomplete, outdated, inaccurate, illegally obtained or is 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 unlawful actions of the Company in relation to his personal data.

5.1.5. Appeal the actions or inaction of the Company to the Federal Service for Supervision of Communications, Information Technology and Mass Communications or in court if a citizen believes that LLC Legal Company “Start” is processing his personal data in violation of the requirements of Federal Law No. 152- Federal Law “On Personal Data” or otherwise violates his rights and freedoms.

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

1. Responsibilities of the Company

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, upon 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 personal data subject, clarify the processed personal data, block or delete if the personal data is incomplete, outdated, inaccurate, illegally obtained or is not necessary for the stated purpose of processing.
• Keep a log of requests from personal data subjects, which should record requests from personal data subjects to receive personal data, as well as facts about the provision of personal data in response to these requests.
• Notify the subject of personal data about the processing of personal data if the personal data was not received from the subject of personal data.

The following cases are exceptions:

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

Personal data was 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 was obtained from a publicly available source;

Providing the subject of personal data with the information contained in the Notice of 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 to which the subject is a party, beneficiary or guarantor personal data, another agreement between the Company and the subject of personal data, or if the Company does not have the right 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. If 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. If a subject receives a request to stop processing personal data in order to promote goods, works, and 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 written consent of the subject of personal data, in cases provided for by Federal Law.

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

6.8. Notify the subject of personal data or his representative about all changes concerning the corresponding subject of personal data.

1. Information about the measures taken to protect 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, destruction, modification, blocking, copying, provision, distribution of personal data, as well as from other unlawful actions in relation to personal data.

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

• identifying threats to the security of personal data during their processing in personal data information systems;
• application of organizational and technical measures to ensure the security of personal data during their processing in personal data information systems necessary to fulfill the requirements for the protection of personal data, the implementation of which ensures the levels of personal data security established by the Government of the Russian Federation;
• the use of information security means that have passed the compliance assessment procedure in accordance with the established procedure;
• assessing the effectiveness of measures taken to ensure the security of personal data before putting into operation the personal data information system;
• taking into account computer storage media of personal data;
• detecting facts of unauthorized access to personal data and taking measures;
• restoration of personal data modified or destroyed due to unauthorized access to it;
• establishing rules for access to personal data processed in the personal data information system, as well as ensuring 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.
• assessment of the harm that may be caused to subjects of personal data in the event of a violation of the legislation of the Russian Federation in the field of personal data, the relationship between this harm and the measures taken aimed at ensuring compliance with the legislation of the Russian Federation in the field of personal data.

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

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

Business alliances: 8 real examples

1. Equipment supplier and leasing company
Equipment for small and medium-sized businesses is not a cheap pleasure. Very often, potential clients are faced with the fact that they simply cannot financially make a purchase, even if it is very necessary. A bank loan doesn’t always save you either, because the interest rates in our country are simply incredible. Then you need to either refuse the purchase, waiting for better times, or look for other ways to get money.
One Russian company that sells expensive equipment has entered into a contract with a leasing company, under the terms of which all clients wishing to purchase equipment from this company will receive special leasing conditions. As practice has shown, many refusals to purchase were precisely because people were scared off by the price. Then, during sales, the emphasis was placed specifically on financing and the terms of cooperation with the leasing company, and only then they talked about the advantages of the equipment. This strategy allowed a significant increase in sales and was beneficial for the leasing company, which received additional customers and a reliable partner.
You can practice a similar type of cooperation not only when selling equipment, but also where very expensive goods are sold, the purchase of which may cause certain financial difficulties.

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

3. Two dumpling producers
Dumplings are a hot commodity, especially on the eve of some holidays or celebrations. It so happened that in Moscow, on the eve of the New Year, a machine that kneads dough broke down in one workshop. It is clear that replacing it is not a day’s work, and will entail certain difficulties. The result is deplorable - the work stops, there is no profit. Then the head of the enterprise turned to competitors with a proposal to give them a part of the profits from the sale of dumplings in exchange for permission to use the machine for kneading dough. Consent was received, and both companies were pleased with such an interesting cooperation.

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

4. Repair company and cleaning products supplier
One Western company renovating premises collaborated with sellers of cleaning products. The latter willingly provided contact information for their customers, and the repair company recommended cleaning products to its own customers.
The Russian medical center operated in a similar manner. He issued gift certificates with a nominal value of 100 rubles. to receive medical services. The certificate was issued to all supermarket customers for purchases exceeding 1,000 rubles. The average check at the supermarket increased, and a flow of customers poured into the medical center.
And one more example. When installing electric hobs, the Stylish Kitchens company leaves customers a booklet from the manufacturer of cleaning products for these hobs. It advertises the product and at the same time explains how to care for this device so that it lasts longer.

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

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

7. Manufacturers of related products
This alliance was between a nail polish manufacturer and a nail care product manufacturer. Both companies organized joint master classes and held meetings with distributors, where they talked about the advantages of using their products in combination. This increased sales because interested parties bought both products at once.
The varnish manufacturer even took a rather unusual and strange move - it began to cooperate with competitors, promoting their products, but in return receiving a portion of the profits. Quite an unusual practice, and few people agree to such a move. But, as we see, the decision bore fruit.

8. Supermarket and entertainment center
This alliance, in my opinion, is one of the most interesting and profitable. The city has the largest and most famous entertainment center with an ice skating rink, bowling alley, cinemas and various playgrounds. So, the cooperation consisted in the fact that when you purchased goods for a certain amount or more, you received a discount certificate for all entertainment in this center. There is a huge flow of people in supermarkets and, thus, the center received even more visitors. You might be thinking, what is the benefit for the supermarket, since they are essentially advertising their partners for free. The benefit is obvious. People tried to buy more to get a certificate. And it doesn’t matter whether they need the goods they purchase, the main thing is that they will receive a discount. According to statistics, during the month of such cooperation, supermarket sales increased by 7%, which is a very good indicator. Unfortunately, we do not have statistics regarding the growth of visitors to the entertainment center.

Business alliances: what are the conclusions?

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

Andrey Nikonov, partner of the law firm Pepelyaev, Goltsblat and Partners

The process of mergers and acquisitions of companies can be legally represented in the form of reorganization of the enterprise, its liquidation with the transfer of assets to the acquiring company and the inclusion of the enterprise in the holding.

In the first case, two different companies form one legal entity. In the second, the composition of participants (shareholders, owners) of the enterprise only changes. In the third, the subsidiary (dependent) company functions as an independent company.

Reorganization process

Company reorganization can occur in two ways.

The first is in the form of merger of one company with another. In this case, the merging company is liquidated, and the assets, property, rights and obligations of the liquidated company are transferred to the legal successor. That is, the legal successor pays not only for its previous obligations, but also for the obligations of the acquired company.

The second way is in the form of a merger of two organizations into one new one. In this case, both parties to the reorganization transaction are liquidated. And all their rights and obligations are transferred to the newly created legal entity.

Responsibility for tax obligations

The transfer of obligations upon accession or merger of the parties is formalized by a transfer deed. It must indicate the amount of unpaid taxes and fees. In this case, the legal successor must pay the following obligations:

• identified before the completion of the reorganization and specified in the transfer act (including taxes, fees, penalties and fines for violation of tax laws);
• for taxes and fees identified by inspectors after the completion of the reorganization, as well as penalties for their late payment.

Tax authorities do not have the right to require the successor to pay fines imposed after the completion of the reorganization for violations committed by the legal predecessor before the reorganization.

However, fines are an insignificant part of tax liabilities (10–20%, in rare cases – 40% of the unpaid tax amount). Tax authorities collect much larger sums for obligations related to the payment of taxes and penalties. The taxpayer must fulfill them regardless of when the fact of underpayment of taxes is established: before or after the completion of the reorganization.

Therefore, before carrying out the process of merger or accession, it is necessary to take an inventory of the tax obligations of companies. You only need to check the period that is available for inspection by the tax authorities - the three previous calendar years and the current year.

Hidden tax potential

Checking the tax obligations of the acquired company also has another meaning. After all, the organization could have overestimated their size. For example, overpaying taxes due to an accounting error. Overpayment may also arise due to uncertainty in tax legislation. The enterprise, in order not to take risks, could apply the law in an interpretation that excludes claims from the tax authorities.

In this situation, you should not limit yourself to a three-year period. The fact is that tax legislation allows, at the expense of overpaid taxes, even if more than three years have passed since their payment, to pay off arrears on other taxes and upcoming payments.

Income tax

When a company is reorganized, taxpayer-shareholders do not generate a profit (loss) taken into account for tax purposes (clause 3 of Article 277 of the Tax Code of the Russian Federation). This rule allows you not to include:

• in income the positive value of the net assets of the acquired or merged company;
• expenses include the negative value of the net assets of the acquired or merged company;
• in the income of the successor (newly created company) the difference between the market valuation of the assets of the acquired (merging) enterprise and the paid value of its shares, and if the specified difference is negative, do not include it in expenses.

Example 1

Situation 1. Organization A acquired a 100 percent stake in company B, paying 50 million rubles for them. Then organization A merged company B, the net value of which was RUB 90 million. The benefit of company A in the form of the difference between the net value of the acquired assets and the cost of purchasing shares (40 million rubles) is not subject to income tax.

Situation 2. The net asset value of acquired company B is 40 million rubles, and the cost of purchasing its shares is still 50 million rubles. After the merger, the shares are redeemed, that is, organization A disposes of property worth 50 million rubles. At the same time, property with a net value of 40 million rubles is added. How to deal with a loss from such a transaction will be discussed below.

With regard to the value at which property should be accepted for accounting by the acquiring organization, there are two options for law enforcement practice.

1. The acquiring organization is the legal successor of the acquired enterprise for all transactions concluded before the moment of reorganization. In this case, the value of the property at which it was accepted for tax accounting by the reorganized legal entity will not change. The loss from the redemption of shares of the acquiring organization is not taken into account by the acquiring organization when taxing profits. In the example discussed above, property is accepted for accounting at a cost of 40 million rubles, and a loss in the amount of 10 million rubles. is not taken into account when calculating income tax.

2. The value of shares and other property for tax accounting purposes is determined by the successor based on the actual costs of its acquisition. In the example considered, company A accepts property for accounting at a cost of 50 million rubles. and it is this value that is involved in the calculation of income tax.

The second option is more attractive. After all, Chapter 25 of the Tax Code does not provide for exceptions from the general procedure for determining the value of property for cases when it is received after reorganization. However, the lack of judicial practice may give rise to a dispute regarding the choice of one of these options.

To better understand the content of the second option, let's consider the proposed situations in more detail.

Example 2

Let's use the conditions of example 1.

Situation 1. The net asset value of the acquired company is 90 million rubles.

Let’s assume that it is determined based on the following indicators:

Company A must reflect the cost of acquired assets in tax accounting as follows.

Then you need to determine the difference between the net value of the acquired assets and the costs of the assignee to obtain these assets - 40 million rubles. (90 – 50).

• Further, the successor must distribute the difference between the cost of the acquired assets and the actual costs of their acquisition among the assets in proportion to their value in the total value of the assets. We obtain the following relations:
• cost of fixed assets of the legal successor: 120 – 40 x 120: 270 = = 102 million rubles;
• cost of materials and goods from the legal successor: 60 – 40 x 60: 270 = = 51 million rubles;

cost of finished products from the legal successor: 90 – 40 x 90: 270 = = 77 million rubles.

The total value of the assets in the tax accounting of the legal successor will be 230 million rubles. This corresponds to the difference between the value of the predecessor's assets and the successor's costs to acquire those assets.

Situation 2. Net asset value is 40 million rubles, and the cost of purchasing shares is 50 million rubles). We will determine the value of assets in the tax accounting of the legal successor in the same way as in situation 1. Let us assume that the net value of assets is formed from the following indicators:

Company A will determine the value of assets in tax accounting as follows.

Further, the difference between the cost of the acquired assets and the actual costs of their acquisition, company A must distribute between the assets in proportion to their value in the total value of assets. We get the following results:

• the cost of fixed assets of the legal successor is 124.4 million rubles. (120 + 10 x x 120: 273);
• cost of materials and goods of the legal successor – 62.2 million rubles. (60 + 10 x x 60: 273);
• the cost of finished products of the assignee is 93.3 million rubles. (90 + 10 x x 90: 273).

Cash is reflected in tax accounting at a nominal value. Therefore, part of the difference between the value of the redeemed shares and the value of the assets attributable to cash is a loss to the assignee. Taxable profit cannot be reduced by its amount (clause 1 of Article 277 of the Tax Code of the Russian Federation).

Thus, the assignee reflects the funds received in accounting at a nominal value of 3 million rubles. At the same time, a loss in the amount of 0.1 million rubles. (10 x 3: 273) does not reduce taxable income.

The total value of assets in the tax accounting of the legal successor will be 282.9 million rubles, which corresponds to the difference between the value of the assets of the legal predecessor and the costs of the legal successor for the acquisition of assets. At the same time, part of the difference attributable to cash is not taken into account as part of the value of the acquired property in the tax accounting of the legal successor, that is, it is lost.

The above analysis shows that if the value of the acquired shares of the acquired company is less than the net value of its assets, then it is more profitable for the organization to follow the first option. That is, reflect assets at the value indicated in the tax accounting of the predecessor.

In the opposite situation, it is more profitable for the company to act according to the second option. It will allow part of the costs of acquiring shares to be transferred to the cost of the acquired property, thereby creating the prerequisites for an additional reduction in the tax base for transactions related to the use and disposal of this property.

When selling goods and transferring property rights, you must pay VAT (Clause 1, Article 146 of the Tax Code of the Russian Federation). However, paragraph 3 of Article 39 lists cases when tax does not need to be paid. Thus, it is said here that the transfer of the organization’s property to its legal successor(s) during reorganization is not recognized as a sale (subclause 2, clause 3).

If the company uses the property in the operations specified in paragraph 3 of Article 39 of the Tax Code, then it must restore the amounts of VAT previously accepted for deduction. Moreover, for depreciable property, only that part of the tax that falls on the residual value of the property needs to be restored.

The question arises whether it is possible to deduct VAT that was restored upon transfer of this property to the legal successor. The fact is that if the assignee uses it for transactions subject to VAT, then there are no legal grounds for taking into account the corresponding amount of VAT in the cost of the transferred property, just as there are no obstacles to applying a deduction for this amount.

Let's turn to the Tax Code. From subparagraph 1 of paragraph 2 of Article 171 it follows that VAT can be offset if:

• the tax was presented to the taxpayer and paid by him;
• goods purchased for transactions recognized as VAT objects;
• the goods are not mentioned in paragraph 2 of Article 170 of the Tax Code.

In our situation, goods, including goods, were purchased and paid for by another organization, but the taxpayer is its legal successor (Clause 5 of Article 50 of the Tax Code of the Russian Federation). Succession in relation to transactions made by a reorganized legal entity and their tax consequences is regulated by the Civil Code. It says here that “when a legal entity is merged with another legal entity, the rights and obligations of the merged legal entity are transferred to the latter in accordance with the transfer deed” (Clause 2 of Article 58 of the Civil Code of the Russian Federation). This rule also applies to tax legal relations. Thus, the Presidium of the Supreme Arbitration Court used it when resolving tax disputes in a letter dated August 28, 1995 No. S1-7/OP-506 and in resolutions dated March 3, 1998 No. 1024/97 and March 14, 2000 No. 1463/ 99. These resolutions were adopted on disputes that arose before the Tax Code came into force. However, the Supreme Arbitration Court, referring to the Civil Code, came to the conclusion that its norms give rise to such succession. That is, the norms of the Civil Code of the Russian Federation on succession, taking into account the meaning given to them by arbitration practice, also regulate tax legal relations.

If the successor company uses the received property in transactions subject to VAT, then the second and third conditions of the deduction that were met before the reorganization will be fulfilled by the legal entity created as a result of the reorganization.

Thus, the successor receives the right to deduct VAT on property that previously belonged to the reorganized taxpayer. This right will arise for the company in the tax period in which it is created. After all, already when creating an organization, the conditions of Articles 171 and 172 of the Tax Code are met, which give the right to deduct VAT.

Despite the fact that there is no judicial practice on this issue, with qualified judicial representation, the above arguments make it possible to defend in court the right of the successor organization to deduct VAT.

UST and pension contributions

Chapter 24 of the Tax Code allows the use of the so-called regressive scale. In order to determine which rate to apply, you need to calculate the tax base accumulated since the beginning of the year on average per employee and divide the resulting result by the number of months of the current year. If the result is less than 2,500 rubles, the enterprise does not have the right to apply a regressive scale.

When merging and joining organizations, a number of issues arise.

So, if at least one of the organizations has not fulfilled the condition allowing the application of a regressive rate, does this mean that after the reorganization until the end of the year, the successor will not be able to apply reduced UST rates?

Another question: to determine the regressive rate, do we need to take into account payments made before the reorganization and the number of months that passed before the reorganization?

When addressing these issues, it is necessary to take into account the associated risks. In particular, the position of the Russian Ministry of Finance boils down to the fact that after reorganization, an organization recalculates the tax base from the moment the reorganization is completed, summing up only those payments that were made after its completion. Arbitration courts have a different point of view. The judges believe that to calculate the tax base, they also use data on the tax base for reorganized enterprises accumulated since the beginning of the calendar year.

Liquidation is the termination of a company’s activities without transferring rights and obligations to its successors. Liquidation is considered completed, and the company ceases to exist from the moment of its exclusion from the Unified State Register of Legal Entities.

The decision on liquidation is made by the general meeting of the founders (participants) of the company. The General Meeting appoints a liquidation commission, whose responsibilities are to prepare documents related to liquidation and conduct an inventory. Then, within three days, you must report the liquidation of the company to the tax office. If the company does not do this within the allotted time, it can be fined under Article 129.1 of the Tax Code. The fine is 1000 rubles.

When she receives the notification, she will have to conduct an on-site inspection of the company, not only for the period “not previously inspected” by it, but also for the period (within three years) when the inspection was already carried out.

During the liquidation process, the organization draws up interim and liquidation balance sheets.

An interim balance sheet is drawn up based on the latest balance sheet prepared before the decision to liquidate the company was approved.

After the sale of property and final settlement with creditors, the commission draws up a liquidation balance sheet. On its basis, the commission makes a decision on the distribution of the remaining property of the company between its owners.

Income tax liabilities

Liquidation of an organization also implies the distribution of property between organizations - its shareholders. The distributed property is considered income to the shareholders.

The income of shareholder organizations is determined “based on the market price of the property (property rights) they receive at the time of receipt of this property, minus the cost of shares actually paid (regardless of the form of payment) by the relevant shareholders... of this organization.” This is indicated in paragraph 2 of Article 277 of the Tax Code.

That is, all property distributed among shareholders is included in their income based on its market price, and not on its book value. In this case, the value of the property will be reduced by the price of shares of the liquidated organization paid by the participant.

Thus, if the price of shares of the liquidated organization paid by a participant is lower than the market value of its assets, then the shareholder must include the difference in his income.

In order to accept the received property for accounting, the shareholder organization must determine its value. This cost (through depreciation) will need to be written off as expenses when calculating income tax.

How to determine this value is not defined in Chapter 25 of the Tax Code. Therefore, two options are possible.

Option 1. The cost of fixed assets and materials is made up of the actual costs associated with their acquisition (clause 1, article 257 and clause 2, article 254 of the Tax Code of the Russian Federation). Costs should be understood as the cost of the property that the enterprise loses in connection with the receipt of materials and fixed assets. In essence, these articles say that when determining the value of the property that a participant will receive after liquidation, one should proceed from the amount of costs for acquiring shares of the liquidated enterprise. And then distribute these costs, for example, in proportion to the market value of the property in the total market value of the property.

Option 2. Article 277 of the Tax Code states that income from receiving property during liquidation must be determined based on market value.

Consequently, this property must be accepted for tax accounting also based on market value.

Since all irremovable doubts regarding the procedure for applying tax norms must be resolved in favor of the taxpayer (Clause 7, Article 3 of the Tax Code of the Russian Federation), the company can choose the option in which it will pay a smaller amount of tax.

However, tax professionals may disagree with the company's choice. The lack of judicial practice on this issue does not allow us to accurately predict the resolution of a possible dispute.

If the company does not want to take risks, then it needs to use the option in which the value of the property accepted for tax accounting will be less.

When assessing the tax consequences of the liquidation of a company, one must keep in mind that its tax liabilities can be increased both due to the identification of errors in the calculation of previously calculated taxes, and as a result of lawful actions of the taxpayer. In particular, during liquidation, it is necessary to include in income previously created reserves for doubtful debts, for warranty repairs, for repairs of depreciable fixed assets, for upcoming vacations and payment of remuneration based on the results of work for the year.

VAT obligations

However, the Tax Code does not say how to determine the value of property transferred to a participant upon liquidation of a company. In this case, one must be guided by the principle of universality of the will of the legislator, formulated in the resolution of the Plenum of the Supreme Arbitration Court of Russia dated February 28, 2001 No. 5, i.e. a rule that essentially allows the application of rules governing the calculation and payment of tax in similar situations. In relation to the situation under consideration, this means the possibility of applying paragraph 2 of Article 277 of the Tax Code based on the market value of the property. If it exceeds the value of the participant’s contribution, then VAT must be paid on the excess amount.

But if shares belonging to a liquidated organization are transferred to the participant, then there is no need to pay VAT on the excess of their value over the participant’s initial contribution (subclause 12, clause 2, article 149 of the Tax Code of the Russian Federation). Funds transferred to the participant are also not subject to VAT. It does not matter whether this amount exceeds the contribution to the authorized capital or not (subclause 1, clause 1, article 39 of the Tax Code of the Russian Federation).

It is worth paying attention to one more point. Thus, the transfer of property to a participant during the liquidation of a company is not a sale, that is, there is no need to pay VAT on this transaction. This means that the shareholder, the recipient of the property, must restore the value added tax previously accepted for deduction (clause 3 of Article 170 of the Tax Code of the Russian Federation).

In this case, it is necessary to restore only that part of the VAT that relates to the “under-depreciated” cost of the property.

Holding without consequences

Another way of mergers and acquisitions is to include an organization in a group of holding companies. This option does not entail any tax consequences.

The problem can only arise if such enterprises enter into transactions within the group. Tax inspectors will be able to control the transaction price.

And if it differs from market prices by more than 20 percent, then controllers will try to recalculate taxes based on market prices.

The property of a liquidated company, subject to VAT, can be sold to the shareholder at the market price. Then the proceeds will be distributed among the participants, then VAT will not have to be restored. In this case, the shareholder who purchased property from the liquidated organization will be able to deduct VAT. To do this, one condition must be met: the new owner of the property is obliged to use it in transactions subject to this tax (subclause 1, clause 2, article 171 of the Tax Code of the Russian Federation).

Comparative analysis of merger (acquisition) schemes of companies

Risks	Reorganization	Liquidation	Inclusion in the holding
The risk of identifying arrears after the completion of the acquisition (merger) process and the application of penalties	Exists	Does not exist	Exists
Risk of application of sanctions for violations committed before the completion of the acquisition (merger) process	Does not exist	Does not exist	Exists
The risk caused by price controls on transactions carried out between previously independent enterprises	Does not exist	Does not exist	Exists
Inclusion in income of reserves created before the merger (accession, liquidation, acquisition). Previously, these reserves were expensed		Reserves need to be restored	There is no need to restore reserves

In normal business practice, the reorganization of companies in the form of a merger is carried out for the purpose of business consolidation and obtaining competitive and other advantages as a result. At the same time, taking into account the specifics and results of the merger, this procedure can also be used as a way to liquidate the participants in the reorganization - during the merger, they in any case cease their activities and are excluded from the Unified State Register of Legal Entities. In practice, this approach is considered as a type of alternative liquidation of companies, although it is not the worst or riskiest compared to other alternative schemes. Next, we will examine in detail how an LLC is liquidated through a merger.

LLC merger: step-by-step instructions

Before starting to consider the features and stages of the merger procedure, it is important to note that it proceeds in the same way regardless of the goals set by the owners of the LLC - liquidation or consolidation of the business. This is special advantage of liquidation of companies through merger- formally there are no violations of legal requirements and established procedures. The only difference is in the possible risks and consequences.

Step 1. Selecting a second merger participant

For the purpose of liquidation, it is critically important to select a company, firstly, preferably in the form of an LLC, and secondly, one that is actually operating, not a “fly-by-night” and does not raise suspicions that the reorganization process is fictitious. Ideally, the merger should look as if the goal was to enlarge the business, and not to terminate the activities of the participants in the reorganization. It is clear that this is very difficult to do. This partly explains the demand for the services of special “liquidators” who will not only provide a company that meets all the conditions for a merger, but will also accompany the entire process. At the same time, often the business with which the merger is to take place is located in another region, which somewhat reduces the risk of attracting close attention from the tax authority, especially if the reorganization is planned to be carried out in relation to an LLC with debts.

Step 2. Preparation, approval and submission of documents

At the first stage of starting a merger, it is necessary to prepare the following procedures at the level of all participants to launch:

• merger agreement and transfer deed;
• charter of the new company, which is created as a result of the reorganization;
• minutes of the meeting or decision of the sole founders on the merger;
• minutes of the general (joint) meeting with decisions on approval of the agreement, deed of transfer and charter.

When using a merger for the purpose of liquidation, usually all documents are prepared in one batch. But in order to avoid possible suspicions that the merger is fictitious, it is advisable to approach their preparation in more detail, in particular, in decisions on the merger, indicate a compelling reason for this, determine the timing, procedure and budget for all reorganization measures, appoint a responsible person or form a commission for greater persuasiveness . In a number of cases, the resolution of property issues and the preparation of the transfer deed are postponed to a later date than the adoption of decisions on the merger. It is advisable to do this in order to first conduct an inventory of assets, determine debtors and creditors, the volume of rights and obligations transferred to the new company, as well as document all this and finally draw up a detailed transfer act.

Based on the results of the decision to merge, an application P12003 is prepared and notarized, which is submitted along with copies of decisions (protocols) to the tax authority.

Step 3. Notification of creditors and publication in the media

After the Federal Tax Service Inspectorate has entered information about the start of the merger procedure into the Unified State Register of Legal Entities, it is imperative to prepare and send to all known creditors a written notice of the reorganization and the possibility of presenting their claims within 2 months. At the same time, public information is provided through the media. The message is published in the State Registration Bulletin twice - together with the notification of creditors and a month later.

Step 4. Settlements with creditors, solving internal organizational, property and management problems

Since the liquidation of companies through a merger is often initiated to get rid of a problematic business - with debts, unfulfilled court decisions, etc., settlements with creditors and resolving other property and organizational issues can be a difficult stage. If creditors are not informed, there is a serious risk of challenging the reorganization, and if they are notified, debt issues will have to be resolved somehow. If there are a lot of debts and it is impossible to pay them off, it is better to immediately abandon this method of liquidation. The only effective solution to the problem is to convince creditors that the transfer of debt obligations to a new company created as a result of the merger will not affect the quality and timing of their fulfillment. If there are debts on taxes and other obligatory payments, it will most likely be impossible to avoid an on-site tax audit. You should also be prepared for this.

In addition to the above, at this stage of the merger in each company participating in the reorganization, the following issues are resolved:

• conducting an inventory and preparing a unilateral transfer deed to the new company;
• notification of employees about upcoming dismissal in connection with the reorganization and termination of the company’s activities or, if possible, registration of dismissal at their own request (by agreement of the parties).

Step 5. Preparation of the final package of documents and registration with the Federal Tax Service

The tasks at this stage are:

1. Register the merger and termination of the activities of the reorganization participants with their exclusion from the Unified State Register of Legal Entities.
2. Register the creation of a new company - the legal successor of companies that are ceasing to operate.

Typically, documents are prepared and submitted all at once:

• notarized application P12001;
• protocols (decisions), merger agreement, transfer deed (in copies);
• charter of the new company;
• copies of documents confirming notification of creditors and publications in the media;
• document confirming payment of the duty.

To notarize an application, a notary may request an expanded package of documents - the question is clarified in advance at the place of planned certification of documents.

As a result of the completion of the reorganization procedure, all its participants cease to exist, transferring the rights and obligations to a new legal entity. True, this does not relieve the former owners of responsibility for obligations that arose during the existence of the liquidated LLC.