Alternative liquidation risks. Alternative liquidation or bankruptcy? It's Time to Change Bad Habits The Decline of Alternative Liquidation of Legal Entities

Recently, the Criminal Code of the Russian Federation was supplemented with a new article .:

But our businessmen with rich experience in "opening and closing companies" now either do not know this or do not realize the new danger that lies behind a simple change to face value - individual and act on the knurled "leaked and forgotten".

Previously, everything was simple - they brought the company to liquidation, changed the founder and director to a bum-nominal-investor and that's it, no responsibility, since the new director is "responsible" for everything. Everything "rolled", so everything will be the same now. Inexpensive in terms of money, fast in terms of time, the directors are the same.

Now, with the appearance of Articles 173.1, 173.2, the situation has changed. There is already practice and convictions. But the most interesting thing will happen next, when the director is the nominal in the firms. Sooner or later, a very economical customer will appear who decides to liquidate his company in the cheapest way, while keeping silent about the problems in the company.

Further, everything is simple, they call a new director of the nominal for the company, where the problems are, at which, as it turns out, there are still a hundred companies, which of course " knows nothing, did not intend to conduct activities and was brazenly misled a hundred or two hundred times". And he was delusional, together with lawyers - that is, a group of persons by prior agreement. Up to five years in prison. And the testimony from the former founders, they say," we just sold the company ", does not sound very convincing here, and most importantly - not appropriate.

That is, only on the testimony of one new director of the nominal is possible initiation under Art. 173.1 of the Criminal Code of the Russian Federation. It is naive to believe that the new nominee director will turn out to be a person of principle and will take everything upon himself, since otherwise he will go for 173.2 for providing documents, where a real term of imprisonment is also quite possible. So he will write whatever is needed.

Further, the house of cards begins to collapse. After all, if the new director denominated testimony that he was misled by LLC "Vasilek", then, respectively, by LLC "Snezhinka" and all other hundreds of companies, he was also misled. This implies a successful and fruitful work of law enforcement agencies with the former founders and directors of these firms, who took advantage of the alternative liquidation at face value. Particularly desperate businessmen who managed to liquidate firms with debts in this way, rewriting everything to a figurehead, risk attaching a couple more articles from the criminal code to 173.1 of the Criminal Code of the Russian Federation.

Our company is able to provide detailed information and advise you on the liquidation of an enterprise. To do this, you just need to have the appropriate constituent documents with the seal of the enterprise. We will take the rest of the steps.

All these years I have heard from clients about different "alternative" methods of liquidation and am already tired of answering questions about whether it is possible to leave an unnecessary company, counting on the fact that the tax authorities will close it on the basis of Art. 21.1. ФЗ dated 08.08.2001 N 129.

Conditional disqualification can be applied to an unscrupulous manager, even if the record of the liquidation of the company was made before the amendments to the Federal Law “On state registration legal entities and individual entrepreneurs ”.

Amendments to this law establish a temporary 3-year ban on the creation of new legal entities and on participation in the management of existing legal entities for citizens who have previously shown bad faith.

That is, these are the directors in whose companies, at the time of the exclusion of the organization from the Unified State Register of Legal Entities, as inoperative, there was tax arrears on their personal accounts. Either this debt has been recognized tax authorities hopeless due to the presence of signs of an inactive legal entity.

Take this case for example. A citizen who, according to the Unified State Register of Legal Entities, is the happy owner of shares of various sizes in 482 companies and the head of 543 organizations, was refused liquidation in all lower courts. Then he appealed to the Constitutional Court of the Russian Federation with a complaint that the refusals to register actions with his firms were made illegally, since the requirements of clause "F" of the above article apply to relations that arose from January 1, 2016, and do not have retroactive effect. The exclusion of troubled legal entities in which he was a director occurred before the entry into force of the rule.

But the Constitutional Court of the Russian Federation indicated that the contested norm does not violate the rights and freedoms of citizens, and the courts used it correctly. Since the temporary ban on registration actions is intended to ensure the relevance of information in the Unified State Register of Legal Entities and the protection of the rights of third parties and complies with the law and the Constitution. In the opinion of the Constitutional Court, this restriction is not excessive, since it affects only unscrupulous persons and is established for a limited period.

Clause "F" may apply to relations that existed before 01.01.2016. This ensures equal protection of the rights and legitimate interests of participants in civil turnover from unfair manifestations that took place both before and after the specified date. Therefore, the Constitutional Court of the Russian Federation, by ruling No. 580-О dated 03.13.2018, refused to consider the complaint of a citizen who challenged the constitutionality of subparagraph "F" of paragraph 1 of Article 23 of the Federal Law dated 08.08.2001 No. 129-FZ "On state registration of legal entities and individual entrepreneurs ".

We will not tire of repeating that it is simply uncivilized to "throw out" a legal entity. And to hope that debts on them (especially tax debts) will "be forgiven by themselves" is not at all logical.

In addition to disqualification for abandoned companies, tax arrears and other debts of a legal entity can be collected directly from the manager as an individual from June 28, 2017- from the moment when amendments to the legislation came into force, which made it possible to collect debts from controlling persons even after liquidation, bankruptcy and exclusion of a legal entity from the Unified State Register of Legal Entities.

There are clients who have heard the following scheme from “consultants”: first change the director and founder to “Uncle Vasya”, to “offshore” or a citizen from not very far abroad, and then also leave your company in anticipation of liquidation.

So I declare with bewilderment - do you really think that the responsibility for the activities that you carried out will be borne by a person who did not conduct financial and economic activities, did not make decisions and did not sign documents that led to the formation of debts?

Usually people realize that there is nothing legal in such a “scheme”, and after leaving the company, they will be afraid for another three years that creditors can find and collect debts from them. And the court will interpret the actions to change to “third parties” as aggravating circumstances.

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

Advantages and disadvantages

Unlike other methods of removing powers from the head of a company, alternative liquidation has the following positive aspects:

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

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

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

1. High probability of attracting former founders of the company to subsidiary obligations.
2. Notarization of the purchase and sale agreement provides for the provision of a huge number of related documents.
3. In addition, the official notarial approval of a transaction of this kind is quite expensive.

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

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

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

Exists two ways of alternative liquidation of LLC, among which

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

This method is characterized by change of the head of the company where the ownership of the company is transferred to third parties through the deed of sale. The person who acquires the company becomes its director general.

At the same time, the enterprise continues to function. All obligations and rights of the LLC are divided by following principle:

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

Thus, it will not be possible to avoid full responsibility for non-compliance with certain points of the legislative base of the Russian Federation. If questions arise in the process of checking documents or auditing authorized bodies have every right to prosecute the former head of the LLC.

The main advantage of this method is to provide an opportunity in a short time frame to relieve some of the responsibility for the functioning of the company. After a certain amount of time, the participation of the previous owner is reduced to minimum... Eventually final goal the liquidation of the LLC is considered completed.

Features of the method

1. The time frame for the procedure is approximately 25 working days.
2. Relatively low cost of registration.
3. Preservation of information about the company and its leaders in the unified state register.
4. Possibility of bringing former owners to subsidiary liability.
5. Impressive amount required documents for notarization.
6. High notary fees in case of formalization of the transaction.

Stages

1. The first step is to expand the founding staff, where the future owner of the company takes a free seat on the board. A new member of the board of directors submits to executive bodies a statement in which he writes about his intention to enter the senior management environment. The application clearly states the size of the share share, as well as the amount contributed to authorized capital enterprises. All executives of the company are invited to review the application. At the meeting, they make a decision on the acceptance or non-acceptance of a new member into the community.
2. After a positive answer, the procedure for registering a new LLC member at the legislative level takes place. In order to officially certify the legality of these actions, it is required to submit the following package of documents to the Federal Tax Service within five working days: amended LLC charter, a written decision of shareholders on the admission of a new member to the organization, a certificate of registration of a legal entity, an extract from the Unified State Register of Legal Entities, Form R14001, certificate payment of the state fee (receipt).
3. After the successful completion of the stages, the final stage takes place, implying the withdrawal of the current founder from the LLC. Such an application must be submitted to the Federal Tax Service along with a pre-filled form P14001. She is signed by the current new general manager organizations.

Reorganization for the purpose of liquidation

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

Exists two methods of reorganization with the aim of liquidation, including mergers and acquisitions.

Through merger

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

After the signing of the relevant agreement, the party transferring the rights completely ceases to exist, while the legality of the agreement is governed by the exclusion of information from the Unified State Register of Legal Entities. In addition to liquidation of an enterprise, reorganization through merger is carried out with the aim of consolidating the company.

Through accession

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

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

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

Process steps

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

Expediency

The principles of this scheme became known to Russian businessmen in the early 90s. Due to the imperfection of the laws of that time, entrepreneurs could evade responsibility with impunity in the event of problems.

They simply rewrote the company to an individual who could not fulfill the obligations remaining with the previous owners. To date, the legislative framework of the Russian Federation provides for criminal penalty for committing such actions.

The tightening of laws allowed avoiding the problems associated with the machinations of businessmen. This scheme is just a postponement for entrepreneurs who decided to hide the traces of manipulations with their own capital through alternative liquidation.

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

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

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

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

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

1.4. The policy is strictly followed by the employees of the Company.

1. Definitions

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

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

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

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

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

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

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

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

anonymization of personal data- actions as a result of which it becomes impossible without using additional information determine the belonging of personal data to a specific subject of personal data;

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

1. Principles and conditions for the processing of personal data

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

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

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

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 is ensured.

7) The storage of personal data is carried out in a form that makes it possible to determine the subject of personal data no longer than the purpose of processing personal data requires, if the storage period for personal data is not established by federal law, an agreement to which the subject of personal data is a party, beneficiary or guarantor. The processed personal data are subject to destruction or depersonalization upon achievement of the processing goals or in case 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 the representatives of the Company 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;
• the processing of personal data is necessary for the execution of a judicial act, an act of another authority or official subject to execution in accordance with the legislation of the Russian Federation on enforcement proceedings (hereinafter referred to as the execution of a judicial act);
• the processing of personal data is necessary for the 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 the beneficiary or guarantor;
• the processing of personal data is necessary to protect the life, health or other vital interests of the subject of personal data, if it is impossible to obtain the consent of the subject of personal data;

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 who process personal data on behalf of LLC Legal Company "Start" undertake to comply with the principles and rules for the processing and protection of personal data provided for by Federal Law No. 152-FZ "On Personal Data". For each person, a list of actions (operations) with personal data that will be performed by a legal entity carrying out the processing of personal data, the purpose of processing is determined, the obligation of such a person to maintain confidentiality and ensure the security of personal data during their processing is specified, 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 bears responsibility to the subject of personal data for the actions of this person. The person who processes personal data on behalf of the Company is responsible to the Company.

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

3.7. The company destroys or depersonalizes personal data upon achievement of the processing goals or in case of loss of the need to achieve the processing purpose.

1. Personal data subjects

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

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

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

1. Rights of subjects of personal data

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

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

• confirmation of the fact of processing of personal data by LLC Legal Company "Start";
• on the legal basis and purposes of personal data processing;
• the methods of processing personal data used by the Company;
• 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 made and the source of their receipt, unless another procedure for providing such data is provided for by federal law;
• on the timing of processing personal data, including the timing of their storage;
• on the procedure for the exercise by a citizen of the rights provided for by the Federal Law "On Personal Data" No. 152-FZ;
• name and address of the person 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. Require 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 illegal actions of the Company in relation to his personal data.

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

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

1. Obligations 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 subject of personal data, 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.
• Maintain a Log for recording requests from subjects of personal data, which should record requests from subjects of personal data to obtain personal data, as well as the facts of providing personal data for 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 exceptions are the following cases:

The subject of personal data has been 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 is obtained from a publicly available source;

Providing the personal data subject with the information contained in the Personal Data Processing Notice 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 corresponding personal data within a period not exceeding thirty days from the date of achieving the purpose of processing personal data, unless otherwise provided by an 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 is not entitled to process personal data without the consent of the subject of personal data on the grounds provided for by No. 152-ФЗ "On Personal Data" or other federal laws.

6.3. If the subject of personal data revokes 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 revocation, unless otherwise provided by an agreement between the Company and the subject of personal data. The Company is obliged to notify the subject of personal data about the destruction of personal data.

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

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

6.7. The company is obliged to explain to the subject of personal data the legal consequences of refusing 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 respective subject of personal data.

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

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

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

• identification of threats to the security of personal data during their processing in information systems ah personal data;
• the use 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 fulfillment of which is ensured by the levels of personal data protection established by the Government of the Russian Federation;
• application of past established order the procedure for assessing the conformity of information protection means;
• evaluating the effectiveness of measures taken to ensure the security of personal data prior to the commissioning of the personal data information system;
• taking into account machine carriers of personal data;
• detection of facts of unauthorized access to personal data and taking measures;
• restoration of personal data modified or destroyed due to unauthorized access to them;
• establishing rules for access to personal data processed in the personal data information system, as well as ensuring 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 information systems of personal data.
• assessment of harm that may be caused to subjects of personal data in case of violation of the legislation of the Russian Federation in the field of personal data, the ratio of this harm and measures taken to ensure compliance with the legislation of the Russian Federation in the field of personal data.

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

What is an alternative LLC liquidation?

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

• sale;
• reorganization (merger, acquisition).

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

Liquidation of an organization through sale

Upon sale, the company is re-registered to another person through the sale and purchase of a share (or shares) of one or several participants in the authorized capital. This option is appropriate in the absence of irregular debts. Then the LLC continues its activities in a renewed form. Among the main advantages of this procedure are the minimum financial costs and the speed of the procedure (from 10 to 25 days).

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

• at par;
• above par;
• below par.

The proceeds from the sale of shares with a value above par are subject to tax. If the price of the sold share is equal to (or lower) the price of the contribution to the authorized capital of the LLC, then taxation is not applied here. The main stages of the sale procedure can be roughly described as follows.

Example # 1. Sale of LLC

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

Reorganization of LLC

Reorganization (acquisition, merger) of a company presupposes the appearance of a legal successor. The LLC officially ceases to operate, but all obligations at this time, including unfulfilled and undetected ones, are transferred to a new legal entity, a successor organization. The volume of documents submitted here is much less than in the case of a sale, and the procedure itself takes more time (from 3 to 3.5 months). The creation of a legal entity through dummies entails criminal liability (Criminal Code of the Russian Federation, Article 173.1). The most acceptable is the reorganization of an LLC through merger and acquisition.

Accession of LLC

Only those legal entities that have the same organizational and legal form ( Plenum of the Supreme Arbitration Court, Resolution No. 19 of 18.11.2003, p. 50). OJSC and CJSC are united by a common organizational and legal form ( joint-stock company), so this limitation does not apply to them. But the scheme of the procedure itself is the same in all cases. The main reasons for joining are usually:

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

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

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

Example # 2. Association LLC

At the general meeting, all founders decided to reorganize Strela LLC in the form of a merger with Luk LLC (according to the Civil Code of the Russian Federation, article 57, clause 1, as well as the Law on LLC, clause 11, clause 2, article 33) for the only participant - the Law on LLC, art. 39). The fixed decision of the founders also indicates the transfer of powers to the parent company to sign and submit necessary documents, including notifications and a message about the reorganization to the registering and tax service. The meeting also approved the merger agreement between the companies. The approved agreement contains the rights, obligations and responsibilities of the parties, establishes the stages of this procedure, determines the authorized capital of the parent company.

Liquidation of LLC by merger

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

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

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

Answers to current questions

Question number 1: What are the responsibilities of the founders?

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

Question number 2: What is a Merger Notice to Creditors?

Answer: This is a message to the lender that as a result the decision will be reorganized through a merger. All rights and obligations will be transferred to the newly formed society on the basis of the merger. The address where the requirements of the lenders will be accepted is also indicated.

Question number 3: What does the deed of transfer reflect upon the merger?

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

Question number 4: Who is reorganization through merger suitable for?

Answer: First of all, this is the best option for a debt-free LLC. Saves time and money. A kind of alternative to the official voluntary liquidation.

Question number 5: What is the penalty for maintaining accounting and providing financial reporting with violations?

Answer: Leaders are responsible. Gross violation of the requirements in both cases is punishable by an administrative fine of 5 thousand rubles. up to 10 thousand rubles (Code of Administrative Offenses of the Russian Federation, Article 15.11).

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

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