Sample protocol on reorganization in the form of transformation. Providing a package of reorganization documents to the tax service

Minutes of the Meeting of LLC participants on reorganization in the form of separation of the UE from the LLC

with limited liability

PRESENT:

1. ____________________

2. _____________________

3. _____________________

The Meeting is attended by participants who collectively have 100% of the votes and the Meeting is authorized to make decisions on all issues of the activities of LLC "______________" (hereinafter referred to as the Company).

Agenda:

1. Consideration of the issue of reorganization of the Company in the form of separation from it of the Private Enterprise "______________ Plus"

2. Consideration of the issue of determining the composition of the Company’s participants and the founder of the Private Enterprise “______________ Plus”

3. Consideration of the issue of notifying creditors and the timing of approval of the separation balance sheet of the Company.

"For" - unanimously

"Against" - no

"Abstained" - no.

1. _________________, who, based on economic feasibility, proposed to reorganize the Company in the form of separating from it the Private Enterprise "______________ Plus"

2. ___________________ with a proposal to determine, by agreement of the parties, the following composition of participants in the Company and the percentage (monetary) ratio of shares in the Company after its reorganization:

- ________________ - ____% of the authorized capital, which is __________ (_________________) rubles

- _______________ - ____% of the authorized capital, which is __________ (_________________) rubles

Who notified of his intention to be the founder of the Private Enterprise "______________ Plus" created in the process of reorganization of the Company

3. __________________, which reported the need to notify the Company’s creditors within thirty days of the decision on reorganization. She suggested sending appropriate written notices to creditors, as well as placing an advertisement in the Respublika newspaper. She also proposed by an additional decision of the General Meeting of Participants of the Company to approve the separation balance sheet of the Company.

"For" - unanimously

"Against" - no

"Abstained" - no.

The decision was made unanimously.

1. Reorganize the Limited Liability Company "______________" in the form of separating from it the newly created Private Enterprise "______________ Plus".

2. In connection with the reorganization of LLC "______________", by agreement of the parties, the participants of the Limited Liability Company "______________" shall be considered:

- ______________ - ___% of the authorized capital, which is __________ (_________________) rubles

The founder of the newly created Private Enterprise "______________ Plus" shall be considered ________________________

3. Notify the creditors of the Limited Liability Company "______________" about the decision on reorganization by sending the appropriate written notices, as well as place an advertisement in the newspaper "Respublika" before "__" __________ 20__, approve the separation balance sheet of the Limited Liability Company "______________" additional decision of the General Meeting of Participants of the Company.

Minutes of the extraordinary general meeting of shareholders on reorganization in the form of spin-off

___________________________________________________________ (full name of the open/closed joint stock company and location address)

MINUTES of the extraordinary general meeting of shareholders

Meeting closing time: ___ hour. ___ min.

Present:

There is a quorum for holding an extraordinary general meeting of shareholders.

AGENDA:

1. On the reorganization of OJSC/CJSC "___________" in the form of spin-off <1>.

2. On the creation of a new company in the process of reorganization.

3. On approval of the procedure and conditions for the reorganization of OJSC/CJSC "___________" in the form of a spin-off.

4. About approval authorized capital, method of placement and procedure for placement of shares created through the reorganization of the company.

Enterprise reorganization

Reorganization in the form of spin-off

Reorganization in the form of separation is one of the five forms of reorganization of a legal entity established by Article 57 of the Civil Code of the Russian Federation. This form of reorganization, as well as reorganization in the form of division, is used to separate one or more legal entities from the enterprise, helping to solve such urgent problems as attracting investors (by separating investment-attractive divisions of the enterprise from unprofitable divisions) or dividing business processes.

The reorganization process in the form of a spin-off includes several stages. The first stage of reorganization by spin-off is considered to be the holding of a General Meeting of Participants (for CJSC - shareholders) of the enterprise of a legal entity, at which a decision is made on the reorganization of the enterprise by spin-off and the timing of the inventory and methods of assessing the property transferred to the newly created legal entity are established, the procedure for the formation and size of the charter capital of the newly created legal entity.

Then an inventory is carried out, a separation balance sheet is drawn up and, finally, documents are submitted to the registration authority - the Federal Tax Service inspection.

The registering body, in turn, registers, on the one hand, changes made to the statutory documents of the reorganized legal entity (in terms of changes (reductions) in the size of the authorized capital, etc.), and on the other hand, registers the newly created as a result of the reorganization in the form of a spin-off legal entity, as established by paragraph 1 of Article 8 of the Federal Law on State Registration of Legal Entities and individual entrepreneurs period (5 working days) issues the relevant certificates.

In accordance with Article 14 of the Federal Law on State Registration of Legal Entities and Individual Entrepreneurs, for state registration of a legal entity enterprise created as a result of reorganization by separation, the following documents are required to be submitted to the registration authority:

1) application for registration of a legal entity created through reorganization in form P12001

2) constituent documents (charter) of a legal entity arising as a result of the reorganization of an enterprise through separation (in 2 copies)

3) decision of the General Meeting on the reorganization of the enterprise by separation (minutes of the General Meeting of Participants of the reorganized legal entity)

4) decision on the creation of a legal entity arising during reorganization by separation and approval of the charter of the newly created legal entity (minutes of the General Meeting of Participants of the newly created legal entity)

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If sole participant created LLC - reorganized LLC, then the general meeting of participants of the reorganized LLC, in addition to making decisions on the listed issues, must approve the charter of the created LLC and elect the bodies of the created LLC (paragraph 3, paragraph 2, article 55 of the Federal Law of February 8, 1998 No. 14-FZ "On limited liability companies").

Reorganization of an LLC in the form of a spin-off: what it is, stages and nuances of the procedure

If, because of the monopoly, its business begins to generate income, it will be forced to undertake a transformation.

But the form of separation is possible only if a separate legal division can exist alone in the market for the services offered.

A case like this should be heard by a court. If he accepts this decision, the owner of the company or bodies authorized to take appropriate actions are obliged to reorganize the company within a specified period.

Minutes of the extraordinary general meeting of shareholders on reorganization in the form of spin-off

The decision on the reorganization of the company is made by the general meeting of shareholders with a three-quarters majority vote of shareholders - owners of voting shares, participating in the general meeting of shareholders only at the proposal of the board of directors ( supervisory board) of the company, unless otherwise established by the company’s charter (clauses 3, 4, article 49 of the Federal Law “On joint stock companies»).

— a list of members of the collegial executive body of each company being created, if the charter of the corresponding company being created provides for the presence of a collegial executive body and its formation is within the competence of the general meeting of shareholders;

— name, information about the location of the registrar of the company being created, if, in accordance with federal law, maintaining the register of shareholders of this company must be carried out by the registrar.

Protocol on reorganization in the form of separation

The separation balance sheet is approved by the founders of the legal entity or the body that made the decision on the reorganization and is presented together with the constituent documents for state registration of the newly emerged legal entity.

Resolved: To approve the authorized capital of the OJSC/CJSC “___________” created through reorganization in the form of separation in the amount of _____ (__________) rubles. The authorized capital of the company is divided into _____ (__________) pieces of ordinary registered shares with a par value of _____ (__________) rubles each.

- ________________ - _____ (__________) ordinary registered uncertificated shares with a par value of 100 (one hundred) rubles each in the amount of _____ (__________) rubles, which is __% of the authorized capital; — ________________ — _____ (__________) ordinary registered uncertificated shares with a par value of 100 (one hundred) rubles each in the amount of _____ (__________) rubles, which is __% of the authorized capital.

Services for reorganization of a legal entity in the form of separation

One or more are created subsidiaries, each of which is engaged in a specific type of activity. This makes accounting easier and the tax system becomes more optimized. The company is expanding, part of the assets is transferred to the newly created entity.

Limited Liability Company "A"

PROTOCOL
01.01.2017 № 111
Minsk
meeting of the extraordinary General Meeting of Participants

Number of founders (participants) – 2
PRESENT:
1. Full name - citizen of the Republic of Belarus, passport details, size of share in the authorized capital of the organization.
2. Full name - citizen of the Republic of Belarus, passport details, size of share in the authorized capital of the organization.

At the meeting there are persons who have the right to participate in the General Meeting of Participants of Limited Liability Company “A” (hereinafter referred to as the Company), who collectively have 100% of the votes; on this basis, the General Meeting of Participants of the Company is recognized as competent to make decisions on all issues related to his competence.

Chairman of the meeting Full name

Secretary of the meeting Full name

The meeting of the extraordinary general meeting of participants is held in person.

AGENDA:
1. On the reorganization of LLC “A”.
2. On the procedure for creating a commission to conduct an inventory in connection with the decision made to reorganize the Company. Conducting an inventory of the Company.
3. On notification of creditors of LLC “A”.
4. About making a contribution to authorized capital limited liability company, spun off from LLC "A".
5. Notifying the Company's employees about the upcoming reorganization.

1. LISTENED:
Full name made a proposal on the basis of paragraph 4 of Article 54, Article 91 Civil Code of the Republic of Belarus (hereinafter referred to as the Civil Code), as well as Article 19 of the Law of the Republic of Belarus dated December 9, 1992 No. 2020-XII “On business societies» reorganize LLC “A” by separating from it a limited liability company (hereinafter referred to as LLC).

SPEAKERS:
3. Full Name proposed to support Full Name’s proposal and reorganize LLC “A” by spinning off LLC from it.

2. Full name proposed to determine that the founders of the LLC created as a result of the spin-off will be full name, full name, full name. The composition of the participants of the reorganized LLC “A” remains unchanged.

DECIDED:
1. Reorganize LLC “A” by separating LLC from it.
2. Consider the founders of the LLC created as a result of the separation from LLC “A”, full name, full name, full name. The composition of the participants of the reorganized LLC “A” will remain unchanged.

2. LISTENED:
Full name proposed to conduct an inventory of the property and property liabilities of LLC “A” as of January 1, 2017.
Instruct the director of the Company, Full Name, within 1 (one) day from the date of making the decision on reorganization to create a commission to conduct an inventory of LLC “A” in connection with the decision on reorganization and issue an appropriate order.
Persons specified in the order of the director of the Company must conduct an inventory of the property and liabilities of the Company no later than 01/01/2017.
Based on the inventory data of the Company's inventory commission, draw up a separation balance sheet.

SPEAKERS:

DECIDED:
Conduct an inventory of the property and property liabilities of LLC “A” as of January 01, 2017.

“against” – 0% of votes;
“abstained” – 0% of votes.

3. LISTENED:
Full name proposed to notify the creditors of LLC “A” about its reorganization by separating the LLC from it by sending notification letters no later than January 15, 2017.

SPEAKERS:
Full Name proposed to support Full Name's proposal.

DECIDED:
Notify the creditors of LLC “A” about its reorganization by separating the LLC from it by sending notification letters no later than January 15, 2017.

4. LISTENED:
The full name proposed to determine the size and method of forming the authorized capital of the LLC, created as a result of the separation from LLC “A”.

SPEAKERS:
1. Full name proposed to determine that the size of the authorized capital of the LLC created as a result of the separation from LLC “A” is 100 (one hundred) Belarusian rubles.
2. Full name proposed to determine that the authorized capital of the allocated LLC is formed by the contribution of funds by the Participants.

DECIDED:
1. Determine that the size of the authorized capital of the LLC created as a result of the separation from LLC “A” is 100 (One Hundred) Belarusian rubles.
2. Determine that the authorized capital of the spun-off LLC is formed by the contribution of funds by the Participants.

5. LISTENED TO:
Full Name proposed to notify in writing all employees of LLC “A” about the reorganization of LLC “A” in the form of separating the LLC from it.
The Director of the Company must ensure compliance labor legislation of the Republic of Belarus in relation to re-registration labor relations with employees of the reorganized LLC “A”.

SPEAKERS:
1. Full Name proposed to support Full Name’s proposal.

DECIDED:
1. Notify in writing all employees of LLC “A” about the reorganization of LLC “A” in the form of separating LLC from it.
Voting results: “for” - 100% of votes;
“against” – 0% of votes;
“abstained” – 0% of votes.
The decision was made by 100% of the vote/unanimously.

Chairman ____________ _______________________

Secretary ____________ _______________________
(signature) (signature decryption)
Participant ____________ ____________________
(signature) (signature decryption)

Came into force on September 1, 2014 the federal law No. 99-FZ, according to which the registers of shares of CJSC were to be transferred for maintenance to a professional registrar. Until this time, the share registers were maintained by the closed joint stock company itself, and information about the holders of its shares was not disclosed. This was the main reason for the massive reorganization of the CJSC into an LLC.

Legal aspects of the transition of a closed joint stock company to an LLC

The reorganization of a closed joint stock company into an LLC is a change of one organizational form entrepreneurship to another. Its main difference from other types of reorganization, for example, separation and merger, is succession.

Reorganization is the termination of one form of business ownership and the creation of a new one, entailing the emergence of succession relations.

The transformation is carried out in the legal field of Federal Law No. 208 “On Joint Stock Companies” dated December 26, 1995 and Law No. 58 of the Civil Code of the Russian Federation. It is also necessary to take into account the norms of Federal Law No. 402 of December 6, 2011 “On Accounting”, since it is not permitted to continue accounting operations on the same basis as before the reorganization. However, when a closed joint-stock company is reorganized into an LLC, all accounting in the newly created LLC will be conducted not from a clean slate, but based on the data of the closed joint-stock company.

It should be clearly understood that the LLC created as a result of the reorganization, being the legal successor of the CJSC, retains all its assets, financial and other liabilities. Fixed assets and other property of the CJSC, in accordance with the transfer act, remain the property of the LLC.

Step-by-step instructions for reformatting a closed joint-stock company into an LLC

The transformation of a company is carried out in a strict sequence of actions: from initial preparation to notification of counterparties about the newly created LLC.

Preparatory stage

First accepted fundamental decision on the transformation of a closed joint-stock company into an LLC by the board of directors or other body provided for by the charter of the closed joint-stock company. But before that, it is necessary to assemble the board of directors itself. This should be done by the chairman of the council. It operates on the basis of regulations or internal regulations enterprises. To do this, the procedure for notifying members of the board of directors, the procedure for their registration and other organizational points must be prescribed in advance.

The assembled council needs to solve a number of problems in preparing for the general meeting. The council must agree on:

• form of holding the general meeting of shareholders;
• its time and place;
• procedure for notifying participants;
• the main points of the report, which provides shareholders with information about the current state of affairs and objectives;
• the approved form of the voting ballot;
• other issues that will be raised at the shareholders meeting.

Photo gallery: sample minutes of the general meeting of participants for the transformation of the company

Minutes of the general meeting of participants - sheet 1 Minutes of the general meeting of participants - sheet 2 Minutes of the general meeting of participants - sheet 3 Minutes of the general meeting of participants - sheet 4 Minutes of the general meeting of participants - sheet 5 Minutes of the general meeting of participants - sheet 6

All items of the upcoming meeting are fully considered and adopted by voting. According to the voting conditions, the procedure of which must be prescribed in the charter, each member of the board of directors is the holder of one vote. If during the debate the votes are divided “fifty to fifty”, then the chairman of the council has the casting vote.

Conducting a general meeting of shareholders

The meeting of shareholders takes place at the address agreed upon by the board of directors and at the specified time. The OS agenda includes the following issues:

• name of the new organization;
• legal and actual addresses of the enterprise;
• the conditions under which the transformation of a closed joint stock company into an LLC takes place;
• procedure for reorganization;
• mechanism for exchanging shares of shareholders of a closed joint-stock company for shares of participants in an LLC;
• selection of an auditor (provided that the charter of the LLC provides for this position);
• selection of a collegial executive body (if such a body is provided for in the charter of the LLC);
• determination of the composition of the sole executive body of the LLC;
• approval of the transfer act;
• approval of the charter of the LLC being created.

The meeting agenda is discussed, agreed upon, and then approved by voting. And also all items raised and approved on the agenda are subject to free discussion. A record of the progress of speeches is made in the protocol indicating the names of the participants who spoke and summary speeches.

Each item on the agenda after its discussion is put to a vote. A decision on this issue is considered adopted if at least three quarters of the members of the shareholders present at the meeting who have the right to vote vote for it. And this opportunity is available to shareholders who own a block of shares that gives the right to vote.

When voting using ballots, votes are taken into account only if one option for solving a specific problem is proposed. Those ballots that contain an alternative solution to the issue being voted on are considered invalid.

Based on the decisions made at the meeting of shareholders, minutes of the general meeting are drawn up within a three-day period. Within seven days after registration of the protocol, its certified copy or extract is issued to the registrar of the company.

Notification of the tax inspectorate about the start of reorganization

At the stage of registration of the decision made about the reorganization that has occurred, information about it is transmitted to tax authorities. To do this, two documents are sent to the district or interdistrict fiscal service: a notification and a decision of the general meeting. The notification is drawn up in form P12003.

These documents are submitted to the tax office in one of three ways:

• personal delivery;
• by mail in a valuable letter with a declaration of value and a list of attachments;
• via the Internet in electronic form.

According to paragraph 1 of Art. 60 of the Civil Code of the Russian Federation, no more than three working days are allotted for sending documents from the date of signing the OSA protocol.

In this case, the time of receipt of the notification and protocol of the decision is considered to be the date of their registration by the tax service.

Letter form for notifying creditors

Within a five-day period from the date of sending a notification to the Federal Tax Service about the start of the reorganization, the enterprise is obliged to notify its creditors about this event. Notification of creditors is made in writing.

It should be noted that when reorganizing a closed joint stock company into an LLC, it is enough to notify the Federal Tax Service inspection and creditors about this, and it is not necessary to send a message to the media (clause 5 of article 58 of the Civil Code of the Russian Federation).

Registration in the Unified State Register of Legal Entities and a three-month waiting period for claims

If the documents received by the tax inspectorate are drawn up correctly, then the tax service makes an entry in the Unified state register legal entities on the beginning of the reorganization process.

After notification of this entry is received by the reorganized enterprise, a three-month waiting period follows, during which creditors have the opportunity to present their claims and appeal the reorganization procedure. Only after three months is it allowed to continue the reorganization work.

Providing a package of reorganization documents to the tax service

At the end of the three-month period of settlements with possible creditors, you can begin to provide the final portfolio of documentation to the tax office. This list includes the following documents:

• Form No. P12001 “Application for state registration of a legal entity created through reorganization”;
• minutes of the general meeting on reorganization;
• LLC charter;
• receipt or other financial document on payment of state duty;
• deed of transfer;
• certificate from Pension Fund about submission of reports and absence of debt;
• certificate from the owner of the premises where it is recorded legal address OOO;
• copies of letters sent to creditors.

Form P12001 is signed by the director of the LLC being created. If the LLC is appointed new manager, then you first need to change the manager in the “outgoing” CJSC, and only then appoint him as the head of the LLC.

The full form of this document consists of 26 pages. Completing the document is standard for all forms of reorganization, including reorganization through transformation. This form of reorganization is indicated in column 3 “Forms of reorganization” under number 1.

The charter of the LLC being created is submitted in printed form in two copies, and in electronic form - in one.

As for the certificate of consent of the owner of the premises at whose address the LLC is located, its provision is not regulated, but is desirable in order to avoid unnecessary misunderstandings. The transfer deed will serve as confirmation that the new company has premises intended for doing business.

Obtaining a certificate of termination of the work of a closed joint-stock company and approved documents for registering an LLC

The content of the most important stage of the reorganization is to receive from the tax inspectorate a record sheet about the termination of the existence of the closed joint-stock company, as well as a considerable list of documents recording the beginning of the activities of the new enterprise - LLC. The time frame for providing documents from the tax service is determined by a period of five working days. After this period, the following documents are issued:

• individual tax number (TIN);
• certificate of assignment of the Main State registration number(OGRN);
• original charter with tax mark;
• entry sheet for entry into Unified State Register of Legal Entities information on the creation of a legal entity.

It would seem that at this point the reorganization of the CJSC into an LLC can be considered completed. But his leadership still has quite a lot to do organizational events. Therefore, it begs to be identified as one more stage of reorganization - the final one.

The final stage of reorganization of a legal entity

The main tasks that need to be solved at the last stage:

• make changes to work books employees;
• renew employment contracts;
• make new seals and accounting stamps;
• send the documents of the company to the archive;
• create and approve sample LLC documents;
• redeem the shares of the closed joint-stock company;
• exchange shares of a closed joint-stock company for equity shares of LLC participants;
• send a notification to the Central Bank of Russia about transactions performed to redeem shares and exchange them for equity shares.

A notification is sent to the bank within a month after registration of the LLC. And also all documents confirming the legitimacy of these operations are sent to the Central Bank of the Russian Federation. These accompanying documents include:

• a copy of the minutes of the general meeting on the reorganization;
• a certificate confirming the presence of the required number of shareholders at the meeting and the voting results;
• a copy of the entry from the Unified State Register of Legal Entities on the termination of the activities of the CJSC;
• a copy of the Unified State Register of Legal Entities certificate for the newly created LLC;
• certificate from the registrar confirming the redemption of all shares of the company.

According to clause 59.1.1 of the Issue Standards, a notification to the Bank of Russia is drawn up in accordance with the requirements of Appendix 26 and signed by the director.

Redemption (cancellation) of shares is carried out simultaneously with their debiting from the account of the closed joint-stock company. The time for writing off shares should not be earlier than the date of registration of the LLC.

Accounting after the reorganization procedure

When preparing reports during the reorganization process, you must follow the instructions set out in the Methodological Guidelines of the Ministry of Finance of the Russian Federation (Order No. 44n dated May 20, 2003).

Distinguish Accounting an enterprise closing its activities (CJSC), and accounting for the newly created enterprise (LLC).

Tasks facing the accounting department of a closed joint-stock company

The main activity of the accounting department is the preparation of the final annual accounting report (PBU 4/99 and order of the Ministry of Finance of the Russian Federation No. 66n dated 07/02/2010). This report covers the time from the beginning of the reporting year to the entry into the Unified State Register of Legal Entities of the entry on the establishment of the LLC. According to the methodological instructions, the closure of income and loss accounts, as well as the differentiation of net profit, is carried out on the date preceding the day of entry into the register of the created company.

In this case, the last reporting year for a closed joint-stock company begins on January 1 of the year of reorganization. If it takes place in 2017, then account 99 (“Profits and losses”) is closed on the day preceding the creation of the LLC, and the final accounting report covers the period from January 1, 2017 to the date preceding the day of registration of the LLC.

And it should also be noted that the transfer of property and liabilities from a closed joint-stock company to an LLC, carried out in accordance with clause 11 of the Methodological Instructions, is not a sale or gratuitous assistance. Therefore, transactions under the transfer deed are not reflected in account entries. The above applies to fixed assets, materials, and all assets and liabilities transferred to the newly created LLC.

The dates for drawing up the transfer deed and the end of the final accounting report may not coincide. Therefore, changes in the value of property and liabilities that arose between these dates must be indicated in the explanatory note to the report.

Work as an accountant in a new LLC

Slightly different accounting statements are created at the enterprise that arose as a result of the transformation.

The first reporting year here, if the reorganization occurs in 2017, is considered to be the time interval between the date of registration of the LLC and December 31, 2017. All indicators are entered into the accounting documentation according to the values ​​​​specified in deed of transfer, as well as according to the final accounting statements of the CJSC (Methodological instructions, clause 13).

As a result, the initial accounting documentation of the LLC is drawn up based on the final accounting statements of the CJSC. The accounting procedure in accounting entries is not regulations not regulated. The accounting department of an LLC can independently determine the accounts by which the receipt of assets and liabilities is taken into account.

An example is the reflection of assets and liabilities on off-balance sheet account 00. Then the system of accounting entries will be as follows:

• Debit 01 / Credit 00 - the value of fixed assets received by the LLC as a result of reorganization is taken into account in the assessment reflected in the transfer deed or separation balance sheet;
• Debit 10, 41, etc. Credit 00 - reflects the residual value of materials, goods and other assets received by the LLC as a result of the reorganization;
• Debit 00 / Credit 60 (76, etc.) - reflects the obligations received by the LLC as a result of the reorganization.

Regardless of the fact that the organization transfers its property and obligations to itself, these business transactions must be accompanied by the preparation of primary accounting forms. When transferring fixed assets, for example, it is not prohibited to use the Act in form OS-1, as well as the inventory card OS-6. It is also allowed to use internal forms primary documents developed at the enterprise.

Reorganization of a closed joint-stock company into an LLC requires not particularly complex, but lengthy procedures. But such a reorganization in the form of transformation makes it possible not to liquidate the enterprise, not to sell property and to competently resolve emerging issues. personnel issues. In this case, all rights and obligations of the CJSC are transferred almost in full to the newly created LLC.