Peasant farming is responsible for obligations. How to reorganize a peasant farm (entity) into an LLC and a peasant farm (individual entrepreneur)? Advantages of creating a peasant farm
I was recently approached with a question about the nature of a peasant (farm) enterprise as a legal entity (hereinafter referred to as a peasant farm), and with a non-idle purpose - this issue was discussed when resolving a specific court case. The fact is that the rules on peasant farms are located in subparagraph 3.1 of paragraph 2 of Chapter 4 of the Civil Code of the Russian Federation. As you know, subparagraph 3 of the same paragraph contains rules on limited partnerships. And the question was whether peasant farming is not a type of limited partnership, taking into account the norms in the Laws on Peasant Farming of 1990 and 2003.
The question of what type of legal entity a peasant (farm) enterprise can be classified as, in the theory of civil law, has only one correct answer - none! Peasant farms are a family-labor community of individuals engaged in agriculture and based on common property. It existed in this form for hundreds of years and did not cause any problems. And only when, in the 90s of the 20th century in Russia, they decided to rebuild a simple structure in which the personal element had always been of predominant importance in a corporate manner, problems began.
The motives that underlay this transformation are clear. Peasant farm participants, on the one hand, wanted to hide from liability for debts behind the mask of a legal entity, and on the other hand, to receive certain tax and accounting advantages that the peasant farm, which does not have the rights of a legal entity, did not have. And the legislator met them halfway, instead of creating a special regime for peasant farms that are not legal entities, which would contribute to their preservation along with other forms of economic activity. It was just easier that way...
At the same time, I wanted the peasant farm as a legal entity to have some features that would make it possible to justify the need to recognize the independence of such an organizational and legal form. At all times, it was enough to ask the question: why a special form of legal entity is needed and how it will differ from a limited liability company (hereinafter referred to as LLC) - and the authors of the corresponding ideas began to “get confused in the evidence.” And immediately, as a qualifying feature for a peasant farm, the absence of limited liability for debts, which is available in an LLC, was proposed.
In the Law on Peasant Farms of 1990, it was recognized as a legal entity based on the shared ownership of participants. Such a combination was clearly illogical, although it was present in other legislative acts of those years, but on the basis of it it could be concluded that this is a corporation for the debts of which the participants bear unlimited liability for debts in equity. The head of the peasant farm spoke on behalf of the peasant farm. In the Law on Peasant Farms of 2003, it was interpreted in a traditional manner as a family and labor association of citizens, and not as a legal entity. This means that the members of the household were also responsible for its debts (although one could argue whether it was in equity or jointly and severally). Its head also spoke on behalf of the peasant farm.
Now the Civil Code has such an organizational and legal form of a legal entity as a peasant farm. It is a corporation based on the personal participation of citizens who also make property contributions. For the debts of a peasant farm, its participants, who should not be individual entrepreneurs, are liable in a subsidiary manner. At the same time, the question of who manages the peasant farm as a legal entity and, even, who can act on its behalf, has not been resolved. At the same time, it is not directly stated whether the liability of the participants is shared or joint. How to solve these issues?
Peasant farms are placed in paragraph 2, where, in addition to it, general partnerships and limited partnerships are regulated, however, in paragraph 3 of Art. 66 of the Civil Code specifies only two types of partnership - full and limited. Peasant farms are not among them. This means that a systematic interpretation of the Civil Code cannot help in resolving the issues that have arisen. The application to peasant farms by analogy of the rules on general partnerships or limited partnerships requires additional justification. It seems that peasant farms and partnerships have in common the fact that they are all so-called contractual legal entities, i.e. act on the basis of constituent agreements. However, this alone is not enough. More compelling arguments are needed.
Of course, we can limit ourselves to saying that the person who should act on behalf of the peasant farm as a legal entity must be indicated in the agreement on the establishment of the peasant farm and, most likely, this will be its head. Moreover, the Law on Peasant Farms of 2003 and the rules on joint ownership of peasant farms that are not a legal entity are in effect. But what if this issue is not resolved in the agreement or it is stated that all or some of its members or some of them can act on behalf of the peasant farm as a legal entity? What will be the status of the remaining members, and how will their liability for the debts of the legal entity be structured in this regard?
Formally, all members of a peasant farm are liable for the debts of this legal entity in a subsidiary manner. Since it is not clearly stated that this responsibility is joint and several, hypothetically it can be interpreted as shared. In favor of this interpretation, oddly enough, are the provisions of Art. 322 Civil Code. Joint and several liability must be provided for by law or contract. Several debtors in a business obligation are liable ipso iure. However, since the peasant farm is a legal entity, it is it that participates in such obligations, and not the participants who are bound by corporate relations. And corporate relationships are not always entrepreneurial.
But even if the responsibility is not joint and several, but shared, is it fair to assign it to the participants of the peasant farm, who, for example, do not take part in the management of the farm and do not act in the turnover on their own behalf? The logic of the rules on partnerships suggests that liability for the debts of a legal entity, as a rule, is borne by the one who acts on its behalf or, at least, manages it. Therefore, investors in a limited partnership do not bear such responsibility. Only those who entered the partnership as an entrepreneur (general partners) bear full responsibility: they knew or should have known what they were doing.
Let us now take the situation in a peasant farm, where its head manages a legal entity and acts on its behalf, and the rest, say, work on the land. They are not entrepreneurs, and now, perhaps, the head of a peasant farm as a legal entity should not be registered as an entrepreneur, but there is no limitation of liability for members. The injustice of this situation will constantly push the courts to exempt from liability those who do not manage peasant farms. Therefore, it would be better to resolve questions about the joint or shared nature of the liability of participants for the debts of peasant farms, and whether they should answer equally, in the law.
Unfortunately, many of the amendments made to the Civil Code in recent years are not properly systematic, and sometimes are not thought out at all. One of the most striking examples is the rules on peasant farms as a legal entity. It was enough to carry out two or three logical operations to understand what problems in law enforcement will arise after the adoption of these norms. However, no one lifted a finger... I’m not even talking about the fact that peasant farms do not fit into the existing system of organizational and legal forms of legal entities, in the Civil Code its regulation is clearly out of place, and the question of how it relates to Peasant farms as a legal entity and as a community of citizens based on common property.
What is Peasant Farming?
Peasant farms (peasant farms)- is not news at all for Russia. As a type of entrepreneurial activity, they appeared back in the late 80s in that country that we can only dream about now - the USSR.
But only 14 years later, already in Russia, Law No. 74-F3 was issued under the title “Federal Law on Peasant (Farming) Economy.” The Duma adopted the law on May 23, 2003, the Federation Council approved it 5 days later, and the president signed it another 2 weeks later on June 11.
The law defines all the legal, economic and social foundations for the creation and activities of peasant (farm) farms. He becomes the guarantor of the right of citizens to this type of independent activity.
The law consists of 23 points, divided into 9 chapters.
Law on Peasant Farming (PF) - main points
The first chapter defines the general provisions of the law and the type of activity it enshrines on earth. The most important thing is that it precisely defines what a farm is, and we advise everyone interested in peasant farming to very carefully understand this provision, which we present verbatim (hereinafter, all excerpts from the law are given unchanged and highlighted in font):
“A peasant (farm) enterprise (hereinafter also referred to as a farm) is an association of citizens related by kinship and (or) property, having property in common ownership and jointly carrying out production and other economic activities (production, processing, storage, transportation and sale of agricultural products). products) based on their personal participation.”
Please note that the law includes the activities of peasant farms not only in the production and sale, but also in the storage and transportation of agricultural products, which is fundamentally important, given the shortcomings of the laws under which peasant farms have operated until now.
A business is created by a group of persons or a single person, without formation or with the formation of a legal entity. The last case is determined by Article 86.1 of the 4th chapter of the Civil Code of Russia, which is called “Peasant (farm) farming”. Here are all 5 points of this article:
"1. Citizens conducting joint activities in the field of agriculture without forming a legal entity on the basis of an agreement on the creation of a peasant (farm) enterprise (Article 23 [meaning 74-F3]) have the right to create a legal entity - a peasant (farm) enterprise.
A peasant (farm) enterprise, created in accordance with this article as a legal entity, is recognized as a voluntary association of citizens on the basis of membership for joint production or other economic activities in the field of agriculture, based on their personal participation and the association of property members of the peasant (farm) enterprise deposits.
2. The property of a peasant (farm) enterprise belongs to him by right of ownership.
3. A citizen can be a member of only one peasant (farm) enterprise created as a legal entity.
4. When foreclosure is filed by creditors of a peasant (farm) farm on a land plot owned by the farm, the land plot is subject to sale at public auction in favor of a person who, in accordance with the law, has the right to continue using the land plot for its intended purpose.
Members of a peasant (farm) enterprise created as a legal entity bear subsidiary liability for the obligations of the peasant (farm) enterprise.
5. Features of the legal status of a peasant (farm) enterprise created as a legal entity are determined by law.”
We draw your attention to key excerpts from the law on peasant farms:
The unification of citizens must occur strictly on the principles of voluntariness;
. Each member of the farm is expected to personally participate in its activities;
. A citizen has the right to be a member of only one peasant farm with the status of a legal entity;
. In the event of debt collection from a farm, the sale of its property must be carried out at public auction.
. All members of the household are responsible for each other - if one cannot fulfill his obligations, others are obliged to do so. This is the concept of subsidiary liability (from Latin - “auxiliary”, “additional”).
If a peasant farm operates without forming a legal entity, then its activities are regulated by the civil code and law No. 74-F3.
In particular:
State authorities should facilitate the formation of the associations in question, and in the future support their work in every possible way, providing access to resources, primarily financial.
. Any government intervention in the activities of peasant farms is strictly prohibited, unless, of course, this activity smacks of outright criminality.
Registration of a peasant farm
The procedure for creating a peasant farm
A very important chapter of the law is Chapter 2, which determines the procedure for creating a farm.
Firstly, any resident has the right to create a farm on the territory of Russia:
Citizen of the country;
. Foreigner, or
. A stateless person.
Relatives of the founder may be accepted as members of the peasant farm in the future, but
From no more than 3 families, and,
. Upon reaching the age of 16.
Peasant farms may include persons who are not related to the head of the household, but their number should not exceed 5 people.
If the farm is created by one person, then there is no need to draw up an agreement, otherwise an agreement between the organizers will be required, which must include the following information:
“1) about members of the farm;
2) on the recognition of one of the members of this farm as the head of the farm, the powers of the head of the farm in accordance with Article 17 of this Federal Law and the procedure for managing the farm;
3) about the rights and obligations of members of the farm;
4) on the procedure for the formation of farm property, the procedure for ownership, use, and disposal of this property;
5) on the procedure for becoming a member of a farm and the procedure for leaving a member of a farm;
6) on the procedure for distributing fruits, products and income received from the activities of the farm.”
Already the list of required information clearly indicates that the creation of a document requires extreme precision and discipline, both organizational and legal. Therefore, we strongly recommend that the preparation of this document be carried out under the strict supervision of a qualified lawyer who is familiar with the specifics of the organization being created.
It is the lawyer who will not forget to remind all participants in the future organization that:
The agreement must be accompanied by copies of documents confirming the relationship of members of the organization, if any;
. The agreement must be signed by all members of the organization in person (let’s not forget about such a thing as a “graphological examination”, which will not allow any forgery of signatures);
. The document being created does not limit the creative initiative of its signatories - any other provisions relating to the activities of the farm can be included in the document, as long as they do not conflict with the laws of the country.
. It is necessary already in the very first version of the agreement to provide for possible changes regarding the composition of the members of the farm.
The last article (5th) of the 2nd, organizational, chapter of Law 74-F3 briefly requires state registration of the organization being created. It is from the moment of state registration that a peasant farm is recognized as officially established. Please note that the law does not determine the procedure for registration with government bodies.
Differences between peasant farms and private subsidiary plots (personal subsidiary plots)
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Peasant farm property
Chapter 3 of the law, which defines the property of members of peasant farms, is fundamentally important. The practice of almost 30 years of experience in the functioning of such farms shows that, in the end, it is property that is the basis of all relationships in the team. There is no need to be surprised here - the material takes its toll, especially such as:
Land,
. all kinds of buildings and structures (in other words, real estate),
. reclamation structures and structures for other production operations;
and, of course:
All livestock and poultry
. machinery and equipment,
. vehicles,
. inventory and any other equipment necessary for carrying out farming activities;
and also, of course:
All farm products
. any financial resources received from the activities of peasant farms.
It is especially emphasized that everything listed is in the joint use of the members of the farm equally, unless otherwise specifically stated in the agreement - this is when you cannot do without the help of a lawyer.
A complete and detailed list of peasant farm property was clarified 3 and a half years after the publication of Law 74-F3 on December 4, 2006 in Law No. 201-F3.
The law also defines the following provisions regarding the ownership of peasant farm property:
All members of the household own the property jointly;
. The order of ownership is specified in the agreement;
. All ownership must be exercised only in the general interests of the farm;
. Property is the guarantor of transactions concluded by the economy;
. All transactions concluded by the head of the household are assumed to be concluded “by default” in the interests of all members of the household. If a transaction causes distrust among any member of the organization, and he believes that it was concluded in the interests of individuals, then such distrust certainly has the right to be made public, but in the presence of irrefutable evidence.
When it comes to property, there is no escape from talking about its division and inheritance. The following provisions apply here:
Very important! When one of the members of the farm leaves the organization, the land and means of production in full remain the property of the farm.
. The refusenik only has the right to monetary compensation for his share. If the parties are forced to determine the size of this share in court, then payment must be made no later than a year after filing an application for withdrawal (note, and not a year after the final court decision).
. For another 2 years, the former member of the peasant farm is responsible for all the actions of the organization committed during his time in it.
. If a peasant farm ceases its activities, then the property is divided among all its members in accordance with the requirements of the Civil Code.
. The Civil Code defines both the rules and rights of inheritance of peasant farm property.
Peasant farm land
If you think that disputes about land arose when someone once exclaimed: “Land for the peasants!” - then you are mistaken. These disputes are a hundred years old, and they have always been terribly difficult to resolve.
Is it any wonder that the law allocates the largest, 4th, chapter to the resolution of the “land issue” when creating peasant farms.
It got to the point that the law was reissued twice:
First on December 28, 2013 under No. 446-F3, and then,
. June 23, 2014 under number 171-F3,
And both times it was the 4th chapter that was corrected.
So, the chapter is called “Land plots provided and acquired for the farm to carry out its activities.”
First, we need to calm everyone down right away. If the type of permitted use of land is not included in the new list of types according to Law No. 446-F3, then you will not have to re-issue all the documents.
Secondly, it is clearly defined that a peasant farm can have agricultural land in its use, and on these lands construction necessary for the functioning of the farm is possible.
Thirdly, a peasant farm can challenge in court the refusal of a local government authority to provide the necessary land.
Fourthly, the procedure for allocating peasant farm lands is strictly focused on the provisions of another law - No. 101-F3 “On the turnover of agricultural land” dated July 24, 2002. And again we are talking about the need for reliable legal support for the activities of peasant farms.
Members and head of a peasant farm (peasant farm)
Of course, the list of peasant farm members cannot remain “in one place.” It is also possible to admit new members and expel experienced workers. Chapter 5 of the law is devoted to this topic.
It's quite simple:
The admission of new members occurs with the mutual consent of all members of the peasant farm and with a written application from the new entrant.
. Leaving the farm must also be preceded by a written statement.
From the members of the farm, with the mutual consent of all, its head is elected, who must carry out his work for the benefit of the entire organization, without allowing the rights of any of its members to be infringed.
Article 17 of the law defines the powers of the head of the peasant farm:
“The head of the farm:
- organizes the activities of the farm;
- acts on behalf of the farm without a power of attorney, including representing its interests and making transactions;
- issues powers of attorney;
- carries out the hiring of workers in the farm and their dismissal;
- organizes accounting and reporting of the farm;
- exercises other powers determined by agreement between members of the farm.”
Closing and re-registration of peasant farms
If the head of the farm does not carry out his activities for six months, then his members at the meeting have the right to raise the issue of replacing him, which, however, does not entail the exclusion of the unsuccessful head from the members of the peasant farm.
The law allows the union of several peasant farms into unions on any basis, as long as the activities of such a new association meet the goals of each peasant farm and fully comply with the laws of the Russian Federation.
Otherwise, supervisory authorities have the right to terminate the activities of any farm by court. Other reasons for the closure of peasant farms are also identified:
- By mutual consent of all members;
- If for various reasons there is not a single member left in the peasant farm;
- In case of bankruptcy of the farm;
- In case of transformation of a peasant farm into a production cooperative or business partnership.
If your peasant farm was created according to the old law of the RSFSR No. 348-1 “On Peasant (Farm) Farming” of 1990, then its re-registration is not required. Moreover, such farms can be transformed into “legal entities” on equal terms.
There is just a small nuance that needs to be kept in mind.
If your farm was already initially organized as a legal entity according to the old law of 1990, then re-registration is also not required, but only until January 1, 2021! This provision was introduced by laws No. 239-F3 and No. 263-F3 of October 30, 2009 and December 25, 2012, respectively.
Of course, organizing a peasant farm is a matter for enterprising people, real hard workers on the earth, who connect their entire future lives with it. It cannot be said that the many laws adopted have ensured any successful advancement for this form of organizing agricultural work on the land.
But what is certain is that the state is thus talking about its full support for peasant farms, and then it’s up to you how lucky it is, how things will go, how well thought out it will be and how truly in demand it will be on the market.
But here are some tips from those who decided to go down this road one day and were not disappointed:
- Be sure to gain experience in relationships and work. You shouldn’t rush into business headlong. First, test the peasant farm in a small, even test version, which will not require large financial investments, then gradually expand.
- Rely only on yourself in this work, apply for loans as little as possible. At the very least, all work with banks should be thought out to the smallest detail. And this despite the fact that the state is supposedly constantly ready to support the development of peasant farms. But Skrynnik, having worked as a minister for 3 years, why did she go to live in the West, and here they are also talking about some kind of summons for her to the investigative authorities. All this terribly discredits the industry itself and its initiatives, which are generally very promising.
- All work must be accurately calculated, its algorithm must be understandable to any member of the farm, everyone must strictly carry out their work and understand 100% what the contribution of this work is to the success of the entire enterprise.
- It is very convenient that peasant farms can supply their products to any retail outlets, while products from private plots cannot appear in stores. Peasant farms are subject to a single tax, and this is only 6% of the total turnover of the farm. Well, when a peasant farm has grown enough, it can count on state help, but this will require official registration as a legal entity.
And here are the warnings from those who have made big shots in this matter:
- Peasant farms should not, at least at the beginning, get involved with trade - stop for now on solving the main problem of cultivation;
- The task of finding buyers for their products should become a permanent task for any peasant farm, and from here there is only one conclusion - constant advertising of their products and constant improvement of both their quality and services for their supply.
Why register as a Peasant Farm and is it profitable? Video
Today we will talk about the differences that exist between two organizational and legal forms: peasant (farm) enterprise (peasant farm).
Organizational and legal form
|
Individual entrepreneur (IP) |
Peasant (farm) enterprise (peasant farm) |
|---|---|
|
An individual who legally engages in commercial activities. |
An association of citizens related by kinship and (or) property, having property in common ownership and jointly carrying out production and other economic activities (production, processing, storage, transportation and sale of agricultural products), based on their personal participation. |
|
Can engage in commercial activities from the moment of state registration as an individual entrepreneur (IP). Not a legal entity. |
It can be created either without forming a legal entity (clause 5 of Article 23 of the Civil Code) or in the form of a legal entity (Article 86.1 of the Civil Code). |
Registration of individual entrepreneurs and peasant farms
|
Individual entrepreneur registration |
Registration of peasant farms without forming a legal entity |
Registration of a peasant farm - a legal entity (currently impossible) |
|---|---|---|
|
An individual entrepreneur is registered at the place of his permanent registration (registration). If there is no permanent registration (registration), then you can register with the tax office at the place of temporary registration (Clause 1, Article 23 of the Tax Code). |
Registered at the place of permanent registration (registration) of the head of the household. If there is no permanent registration (registration), then you can register with the tax office at the place of temporary registration of the head of the peasant farm. When registering, the same rules apply as when registering an individual entrepreneur (Resolution of the Government of the Russian Federation No. 630 of October 16, 2003). |
Registered at the location of the head of the peasant (farm) enterprise. The location can be understood as both the registration address and the non-residential premises in which the head of the peasant farm works. When registering, the same rules apply as when registering legal entities. |
|
For registration, an application for state registration is provided. registration as an individual entrepreneur (form P21001) and a copy of the passport. |
For registration, an application for state registration is provided. registration of a peasant (farm) enterprise (form P21002) and a copy of the passport. An agreement between members is not required. No matter how many members of the farm there are, only the head of the peasant farm is registered with the tax office. |
For registration, an application for state registration is provided. registration of a legal entity upon creation (form P11001), agreement on the creation of a peasant farm. Attached to the agreement are copies of documents confirming the relationship of citizens who have expressed a desire to create a farm / documents confirming the right of common ownership of the property. |
|
About Mr. registration, an entry is made in the Unified State Register of Individual Entrepreneurs (USRIP) |
About Mr. registration, an entry is made in the Unified State Register of Individual Entrepreneurs (USRIP). |
About Mr. registration, an entry is made in the Unified State Register of Legal Entities (USRLE) |
|
Registration period - 5 working days |
Registration period - 5 working days |
|
|
One person can only register once as an individual entrepreneur, clause 4 of Art. 22.1 Federal Law “On state registration of legal entities and individual entrepreneurs” |
One person can only register once as the head of a peasant (farm) enterprise (peasant farm) under clause 4 of Art. 22.1 of the Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs”, since the same rules apply when registering individual entrepreneurs (Resolution of the Government of the Russian Federation No. 630 of October 16, 2003). |
A citizen can be a member of only one peasant (farm) enterprise (Clause 3, Article 86.1 of the Civil Code). |
Membership
|
Individual entrepreneur (IP) |
Peasant (farm) enterprise (peasant farm) without forming a legal entity |
Peasant (farm) enterprise (peasant farm) - legal entity (not currently registered) |
|---|---|---|
|
Only one person can be registered as an individual entrepreneur. You cannot open an individual entrepreneur for two people. |
|
Farm members can be: 1) spouses, their parents, children, brothers, sisters, grandchildren, as well as grandparents of each spouse, but not more than from three families. Children, grandchildren, brothers and sisters of farm members can be accepted as members of the farm upon reaching the age of sixteen; |
Responsibility
Open questions
Unexplained questions remain around the most vague organizational and legal form - the peasant (farm) economy.
Question 1.
In accordance with paragraph 5 of Art. 23 of the Civil Code of the Russian Federation, the head of a peasant (farm) enterprise can be a citizen registered as an individual entrepreneur.
At the same time, tax inspectorates are handing out refusals to the state right and left. registration of peasant (farm) enterprises (peasant farms) if its head is already registered as an individual entrepreneur. And they are right in their own way, since Decree of the Government of the Russian Federation No. 630 of October 16, 2003 establishes that when registering peasant farms, the same rules should be applied as when registering individual entrepreneurs (IP), and in accordance with the Federal Law “On State registration of legal entities and individual entrepreneurs” as an individual entrepreneur (IP), a person cannot register if his previous registration has not expired.
Question 2.
In accordance with paragraph 3 of Art. 1 of the Federal Law “On Peasant (Farm) Enterprises”, the rules of civil legislation that regulate the activities of legal entities that are commercial organizations are applied to the entrepreneurial activities of a farm carried out without forming a legal entity.
But in practice, tax inspectorates generally impose some intermediate requirements.
And neither as entrepreneurs, nor as legal entities.
Let's hope that sooner or later our Government will resolve these gaps in the legislation.
04 February 2019, 23:21, question No. 2248764 Catherine, Moscow
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Lawyers' answers (2)
If you have any questions, I will be glad to answer!
Sincerely, Alina Puchko.
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fee 50%
Hello Ekaterina.
How to carry out such a reorganization? What type of reorganization will it be? Is separation possible? Or is it better to do this in some other way? Catherine
Peasant farms through reorganization can be transferred by dividing into two legal entities (LLC) or by converting into one LLC, but not into individual entrepreneurs.
When dividing into two LLCs, then you can transfer one of the LLCs to an individual entrepreneur, this is a labor-intensive process, but whatever you do, it’s easier.
And so, for reorganization it is necessary to take decision on reorganization of peasant farms by division or by transformation as indicated above and notify the Federal Tax Service (the form can be downloaded from the link: http://www.consultant.ru/docum...) according to
Federal Law of 08.08.2001 N 129-FZ “On state registration of legal entities and individual entrepreneurs” Article
13.1. Notice of reorganization of a legal entity
1. A legal entity, within three working days after the date of the decision on its reorganization, is obliged to notify the registration authority in writing about the start of the reorganization procedure, including the form of reorganization, with the decision on reorganization attached.. If two or more legal entities participate in the reorganization, such notification is sent by the legal entity that last made the decision on reorganization or by a certain decision on reorganization. Based on this notification, the registration authority, within no more than three working days, makes an entry in the unified state register of legal entities that the legal entity (legal entities) is (are) in the process of reorganization.
RATIONALE:
In accordance with paragraph 3 of Article 23 of Law No. 74-FZ3.
Peasant (farm) enterprises that are created as legal entities in accordance with the Law of the RSFSR of November 22, 1990 N 348-I “On peasant (farm) farming”, has the right to retain the status of a legal entity for the period until January 1, 2021.
According to Article 57
1. Reorganization of a legal entity (merger, accession, division, separation, transformation) can be carried out by decision of its founders (participants) or a body of the legal entity authorized to do so by the constituent document.
When a legal entity of one type is transformed into a legal entity of another type (change of organizational and legal form), the rights and obligations of the reorganized legal entity are transferred to the newly emerged legal entity in accordance with the transfer deed(Article 59 of the Civil Code).
The provisions of the Federal Law “On Limited Liability Companies” do not contain a ban on the creation of a company as a result of the reorganization of a peasant farm.
Thus, in accordance with the Law, you have the right to transfer the peasant farm to an LLC by contacting the tax authority with a list of documents in accordance with Federal Law of 08.08.2001 N 129-FZ
Article 14. Documents submitted upon registration of a legal entity created through reorganization
1. Upon state registration of a legal entity created through reorganization (transformation, merger, division, spin-off), the following documents are submitted to the registration authority:
a) an application signed by the applicant for state registration of each newly emerging legal entity created through reorganization, in the form approved by the federal executive body authorized by the Government of the Russian Federation...b) the constituent document of a legal entity, except for the case if the legal entity will act on the basis of a model charter provided for in subparagraph “e” of paragraph 1 of Article 5 of this Federal Law;
d) merger agreement in cases provided for by federal laws;
e) transfer act or separation balance sheet;
f) document confirming payment of state duty;
g) a document confirming the submission to the territorial body of the Pension Fund of the Russian Federation of information in accordance with subparagraphs 1 - 8 of paragraph 2 of Article 6 and paragraph 2 of Article 11 of the Federal Law of April 1, 1996 N 27-FZ “On individual (personalized) accounting in the system compulsory pension insurance" (hereinafter referred to as the Federal Law "On individual (personalized) accounting in the compulsory pension insurance system") and in accordance with Part 4 of Article 9 of the Federal Law "On additional insurance contributions for funded pensions and state support for the formation of pension savings"
1. Citizens conducting joint activities in the field of agriculture without forming a legal entity on the basis of an agreement on the creation of a peasant (farm) enterprise (Article 23) have the right to create a legal entity - a peasant (farm) enterprise.
A peasant (farm) enterprise, created in accordance with this article as a legal entity, is recognized as a voluntary association of citizens on the basis of membership for joint production or other economic activities in the field of agriculture, based on their personal participation and the association of property members of the peasant (farm) enterprise deposits.
2. The property of a peasant (farm) enterprise belongs to him by right of ownership.
3. A citizen can be a member of only one peasant (farm) enterprise created as a legal entity.
4. When foreclosure is filed by creditors of a peasant (farm) farm on a land plot owned by the farm, the land plot is subject to sale at public auction in favor of a person who, in accordance with the law, has the right to continue using the land plot for its intended purpose.
Members of a peasant (farm) enterprise created as a legal entity bear subsidiary liability for the obligations of the peasant (farm) enterprise.
5. The specifics of the legal status of a peasant (farm) enterprise created as a legal entity are determined by law.
4. Limited liability company
