In the form of division, this is the most profitable option for those companies that need to create a separate legal entity with the cessation of commercial activities of the first one. This is precisely why the division of a company into two differs from the separation procedure, under which the primary form remains in the status of a legal entity.

Reorganization by dividing a company is a method that allows you to maintain existing business activities with minimal losses.

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The division of a company is resorted to when the existence and further activities of the company within a single company are ineffective or difficult. Often, the decision to split a company arises when controversial issues arise regarding the redistribution of a share of income between shareholders or members of the company.

In this case, the separation process may involve lengthy legal proceedings and clarifications. In some situations, the division of a company is resorted to in order to save the organization. This is necessary provided that the total volume of the company’s liabilities significantly impedes its economic development.

In accordance with the transfer act, the obligations of the divided company are transferred to one of the legal entities that arises at the time of reorganization. In turn, the second person has the right not to assume the obligations of the divided company. It should be noted that the procedure for dividing a legal entity does not deprive it of its powers.

Reorganization of an LLC in the form of division is quite often used at the time of sale of part of the company. At the same time, the direct separation process ensures the most efficient transfer of rights to the divided company, bypassing bureaucratic obstacles.

Conditions of the procedure

Required documents

In order to carry out the procedure of reorganizing a company through its division, you will need to provide the following package of documentation:

• articles of association;
• certificate of ORGN and TIN;
• minutes of the general meeting of shareholders;
• a document confirming the assignment of statistics codes;
• certificate of insurance from the Social Insurance Fund;
• notification to the policyholder from the Pension Fund;
• notification to the policyholder from the Federal Migration Service;
• approximate separation balance sheet of the company;
• a document that will confirm the fact of notification of creditors of the intention to divide the legal entity;
• another list of documentation that is additionally required to carry out the reorganization of the company through its division.

A complete list of documentation that is required to be provided at the time of creation of new organizations:

• full and abbreviated name of the companies being created;
• the size of the companies' authorized capital;
• composition and data of founders;
• TIN and passports of the directors of the companies being created;
• Main purpose and type of activity;
• location of organizations;
• taxation system.

Stages

Below are step-by-step instructions for reorganizing a company by dividing it:

1. The general meeting of shareholders of the reorganized company makes a decision that concerns the features and conditions of the division of the company, the creation of new companies and the procedure for converting shares of the divided company into securities of the new companies being created.
2. The adoption of a decision by the shareholders to approve new charters of organizations, as well as the election of a supervisory board.
3. Carrying out state registration of organizations that were created as a result of division, as an alternative form of reorganization of a legal entity;
4. State registration of the process of issuing shares by new companies.

Scheme options

Simultaneously conducting several types of business activities within the framework of the functioning of one company allows you to strengthen your business niche, simplify the process of managing an enterprise, and also increase its market value. However, this approach may not always be beneficial. So in what cases is it necessary to resort to dividing a company?

2 types of company division

There are several ways to divide a commercial organization:

In the process of division, independent and non-independent legal units can be created

Position of the law

Reorganization of an enterprise is a rather complex procedure that is associated with a lot of features. To ensure the interests of all participants in this process, as well as to comply with the norms and requirements of the current legislative framework, these features must be taken into account.

From the point of view of the law, in the process of dividing a company, all property rights and obligations in the enterprise are transferred into the possession of each of the business entities directly according to the separation act (balance sheet).

This process is carried out in appropriate shares, and a sample of documentation is transferred to each subject separately.

In accordance with the legislative framework, division of a subject is carried out as follows:

• making a decision to reorganize through division;
• determination of the part of the property and the sources of its formation, which are transferred to each newly created business entity;
• approval of constituent documents, the total size of the statutory capital, the composition of owners, as well as their share in the authorized capital;
• state registration of created companies is carried out;
• the separation balance sheet is signed by the parties;
• a business entity that has been divided is excluded from the Unified State Register.

FSS "Financial Director"

Why this solution is useful: If the owners of the company have planned a business reorganization in the form of a division, the financial director will have to become a direct participant in this process. It is important to correctly plan not only your spending budget, but also to organize and monitor the progress of mandatory activities in order to avoid unplanned expenses. More details about the main responsibilities and functions of the financial director during the reorganization in the form of separation can be found in this decision.

Advantages and disadvantages: The solution will help in dividing the business not only for financial directors, but also for the owners of the company.

Solution:

To carry out a reorganization in the form of a division, the financial director will have to:

study in detail the order and main stages of this reorganization form;
plan the costs of implementing all activities;
establish responsible executors and deadlines;
monitor the implementation of activities and the expenditure budget.

What should a CFO know about the upcoming reorganization in the form of a separation?

Regardless of which of the new companies the financial director of the divided company will work, he will have to figure out how the reorganization will take place. This will allow you to quickly formulate and approve an expense budget and avoid unplanned expenses during the procedure.

It is necessary to understand that as part of a reorganization in the form of a division, several new companies are created from one, which is subsequently liquidated. Reorganization is possible both by decision of the owners and compulsorily by decision of authorized state bodies or a court. During its implementation, the company must work as before, submit reports, etc., since it is not deprived of its powers.

Question: For what purposes can a company be divided?

Reorganization in the form of division is used when current conditions and circumstances do not allow effective functioning and development within one company. The following separation goals are distinguished:

• transfer the company's assets to a new legal entity for their protection. For example, if the company’s property is at risk when claims are made by counterparties, during a tax audit and other potential risks. The more diversified the company, the higher the likelihood of risks arising in this group;
• subsequently sell part of the company;
• maintain separate accounting at different rates of VAT and without VAT, different rates of income tax, different taxation regimes;
• optimize taxes. Ensure that new companies operate under different tax regimes. For example, a company on the general taxation system can be divided by type of activity into legal entities with different taxation systems: general and simplified (in the options of 6% or 15%), if this provides total tax savings;
• diversify technologically complex activities. It is not effective to combine them within one company;
• implement a marketing technique that involves dividing the business into areas represented on the market. Buyers tend to believe that the products of a company that does everything cannot be of high quality;
• reduce the risks associated with participation in tenders for government orders. Division with the aim of separating a company participating in competitions for government contracts from other areas of activity. This way you can protect your assets from risks associated with government orders, primarily from various claims from tax authorities;
• resolve disputes regarding the determination of profit shares between company participants. In such cases, the separation procedure may be accompanied by litigation and lengthy clarifications.

To estimate the cost of the reorganization, the financial director will need to clarify:

• mandatory stages of reorganization in the form of division;
• the time frame within which the company is to be divided.

Stages of company separation

As part of the reorganization in the form of division, the financial director will have to:

• prepare proposals on general issues of this reorganization form (division of property, liabilities, reduction and motivation of personnel, registration of a license, etc.);
• carry out economic activities (inventory property and liabilities, separate automated accounting systems) and prepare the necessary documents (inventory list, deed of transfer, etc.).

Question: What measures are necessary during reorganization in the form of division?

After making a positive decision on the division of the company, choose the place of registration of new enterprises, then:

• notify the Federal Tax Service about the start of the process;
• conduct an inventory of assets and liabilities;
• publish information in the media about the division of the company;
• notify creditors;
• form a transfer act (separation balance);
• pay state fees for registering new companies;
• open new (re-register) bank accounts;
• re-register real estate, land, vehicles to the newly created companies, to which they are transferred according to the separation balance sheet;
• re-issue licenses, membership in SROs, various certificates and other permits for a newly created legal entity that needs them after division;
• carry out work related to IT support - purchase new PCs, programs, change existing ones, etc.;
• motivate staff during the reorganization process.

The financial director makes the decision on the division of the company's property and liabilities based on the results of a complete inventory. In checking assets and liabilities, it is optimal to involve a large team of responsible executors. Based on the results, prepare separate inventories for production assets, inventory, receivables, other assets and liabilities, adjusted for items subject to write-off. For property that needs to be re-registered (buildings, structures, land plots and vehicles), immediately begin to put technical and legal documents in order.

The resulting lists of property and debts should be distributed proportionally among the new companies. It cannot be assumed that one company had only debts, and the other had property. This may lead to negative consequences, for example, invalidation of the reorganization.

When dividing property and debts between future companies, take into account their tax systems and types of core activities. For example, they divide a trading and manufacturing company into two, where one will be engaged in trade, and the second in production. In this case, the store building is transferred to the first company, and the machines and equipment to the second. Obligations to suppliers of raw materials - to the production company, and debts to customers - to the trading company.

Having distributed assets and liabilities among the new companies, draw up a transfer deed (separation balance sheet).

In addition to separating the company's assets and debts, clarify the lists of employees who will be transferred to new enterprises. It is important to take into account that there will likely be opponents of the reorganization who will not want to work in the new companies. The CFO will have to reserve funds for the dismissal of these employees (for example, compensation for unused vacation). If there are many opponents of the reorganization, payments in connection with layoffs can be significant.

Pay special attention to the motivation of employees who will have to be involved in reorganization activities. Depending on the responsibilities and workload, for example, you can pay bonuses based on work results or offer time off.

Please note that if the company is reorganized in the middle of the year, there will be no opportunity to use reduced rates of insurance premiums for employees. It is better to carry out reorganization in the form of division at the beginning of the year.

In order to start working in new companies in advance without stopping your activities (for example, in parallel with inventory), select the appropriate option - an automated accounting system. For example, one of two options:

• each new company has its own accounting system (with the purchase of additional blocks, settings, etc.);
• unified (comprehensive) accounting system. Provided that the existing system allows you to keep records of several companies.

Timing of company separation

The duration of reorganization in the form of division depends on the size, legal form and organizational structure of the divided company. The duration of the process can be finally determined after the key stages of the reorganization are approved.

For example, the period of registration procedures from the start of division work to the creation of new enterprises for LLCs is shorter than for JSCs. In general, the period from the start of the division of the company to the registration of new companies takes from four to six months. If there are circumstances that complicate this process, for example, non-resident founders, the separation period is longer.

When planning reorganization in the form of separation, take into account the duration of post-reorganization procedures, which depends on:

• number of objects for re-registration;
• the number of employees of the company before the division;
• the number of permits and registration documents to continue activities, etc. This may also increase the period of registration procedures from three to six months.

What expense items should be included in the budget for reorganization in the form of division?

When planning a budget for reorganizing a company in the form of a division, study in detail the procedure for its implementation. For each activity, create cost items. Consider the costs not only of the separation process, but also the costs of the post-reorganization period.

The cost of reorganization in the form of a division may include costs for:

• for a meeting of participants/shareholders (preparation of a decision on reorganization), registrar services. The size of these costs will vary from company to company depending on the size of the enterprise;
• inventory. This may include the cost of services from hired specialists or the cost of motivating company employees. For example, with a large number of accounting objects, it can range from 10 to 100 thousand rubles;
• formation of transfer acts. This cost item occurs in companies with an extensive property complex and a list of creditors. And also when the company is divided into five or more new enterprises. The budget for this article can range from 10 to 30 thousand rubles;
• notification of creditors (distribution of notifications by mail about the beginning and completion of the reorganization). Costs consist of the cost of mailing and depend on the number of creditors (for example, from 5 thousand rubles to 20 thousand rubles) and mandatory publication in the media from 5 to 10 thousand rubles;
• staff. Notification of employees about the upcoming reorganization (printing costs and sending by regular letter). Compensation for dismissal of personnel who refused to continue their employment relationship with the successor. It is advisable to reserve, for example, 20% of the current wage fund;
• registration fees and documentation of reorganization, including:

1. Notary services (certification of documents) – at the prices of notary offices. The total amount depends on the number of enterprises being created, including registration of new companies, documents for opening/closing current accounts, etc. For example, from 10 - 50 thousand rubles. when divided into two or three companies;
2. registration fees. For registration of new companies. For example, for one new company the state duty is 4,000 rubles;
3. services of external lawyers for the separation procedure. Cost – from 50 thousand rubles;

• registration of transfer of ownership of real estate, land plots. Including: state fees and services of external specialists. For example, the state duty for registering rights, restrictions (encumbrances) on real estate, as well as transferring rights to long-term lease agreements is 22 thousand rubles;
• preparation of technical documents. For example, a cadastral passport for real estate and/or land plots – approximately 6 thousand rubles. (for one object);
• re-registration of vehicles to newly created companies - 3 thousand rubles for one vehicle;
• registration of certificates, licenses - specific prices for types of products and number of documents;
• entrance fees to a self-regulatory organization (for new companies);
• production of seals/stamps for new companies. For example, 1 thousand rubles. for two seals (stamps);
• costs associated with IT support for new companies, including automation of accounting management systems:

1. development of new IT software;
2. purchase of computer equipment and software;
3. setting up automated accounting systems, including adaptation of automated systems and data transfer.

Having formed a budget for reorganization expenses in the form of division, ensure control over expenses for each event. Unplanned expenses must be justified and approved by the company's management.

Currently, the reorganization of legal entities in practice has received enormous practical application not only for the creation of large corporations, but also in order to “break up” them into smaller companies that meet all the requirements stipulated by law when they are created on the basis of already existing companies. It is for these purposes that Art. 57 of the Civil Code provides for such forms as division and separation, aimed at disaggregating legal entities.

Division is the procedure for transferring rights and obligations to newly emerged legal entities in accordance with the separation balance sheet. That is, division means the termination of the existence of a legal entity and the transfer of all assets and liabilities to new institutions that arose by decision of the founders and on the basis of the material base of the old enterprise. The separation balance is the basis for determining the property and obligatory complex transferred to new institutions. According to T.P. Shishmareva, in accordance with the parts of the transferred property, the transfer of rights and obligations is carried out. The separation balance is approved by the relevant management body. For an LLC this is a general meeting of participants, for a JSC - shareholders. When this procedure does not provide an opportunity to identify a legal successor, the newly emerged legal entities are jointly and severally liable for the obligations of the reorganized legal entity to its creditors.

Division is characterized by the fact that, on the basis of the property of one corporation, two or more others are created, in turn, the reorganized organization is no longer a subject of law.

When carrying out reorganization by division, it must be remembered that there is the possibility of a “mixed” reorganization. “Mixed” reorganization means the division of a legal entity of one organizational and legal form into several legal entities of another organizational and legal form. For example, an LLC is divided into two CJSC. The legislation does not provide for such a reorganization, but it also does not contain rules prohibiting such division. In practice, this procedure saves time and money for legal entities being reorganized.

A necessary condition for the division is notification of the antimonopoly authority, which is carried out in cases where this determines the creation of a non-profit organization, which includes two or more commercial organizations; if the total amount of assets of the founders exceeds 20 million rubles; if during the division there is a possibility that an economic entity whose share exceeds 35 percent will appear on the market for goods and services, except in cases where the procedure is carried out in accordance with an arbitration court decision that has entered into legal force.

When dividing, you also need to remember in the corresponding notification to creditors and publication in a periodical, which must take place within 30 days from the date of the decision on reorganization. Creditors, in turn, have the right to demand early termination or fulfillment of the corresponding obligations of a legal entity and compensation for losses.

Spin-off is a form of reorganization of a legal entity, in which its existence as a legal entity does not cease, but on its basis one or more companies are created, rights and obligations are transferred to newly emerged legal entities. The property assigned to the previously existing company and the authorized capital are reduced. The entire property composition is determined by the separation balance sheet. Separation is characterized by singular legal succession, in which the successor takes the place of the predecessor only in some legal relations. Considering the procedure for succession during separation, M.N. Ilyushina points out that singular succession allows the reorganized person to retain some of the rights and responsibilities, while the spun-off organization receives certain rights and responsibilities.

Reorganization in the form of separation is a way of creating new legal entities, as opposed to division. Because a reorganized society does not cease to exist.

The practical application of legislative norms on issues of reorganization procedures in the form of spin-off can be observed in the example of spin-off of joint-stock companies.

Law “On Joint Stock Companies” in paragraph 2 of Art. 19, paragraph 3, art. 49 defines the right to make a decision on the allocation for discussion of a general meeting of shareholders, which determines the procedure and conditions for the process, the possibility of converting shares, and approval of the separation balance sheet. The registration authority - the federal tax service - is notified of the decision made, the procedure is reflected in the Unified State Register of Legal Entities. Creditors are also notified of the reorganization. Notification occurs by publishing information in the State Registration Bulletin and by sending registered letters, since in this case it is necessary to comply with the rules regarding the rights of creditors in terms of early fulfillment of obligations under contracts concluded before the decision to begin the reorganization of the company. Submission of claims must be made within 60 days, in contrast to creditors of a limited liability company, where the period is 30 days after the decision is made.

The decision to reorganize the company may contain the following information:

• 1) name, information about the location of each company created through reorganization;
• 2) the procedure and conditions of the reorganization procedure;
• 3) the procedure for converting shares of the reorganized company and the ratio (coefficient) of conversion of shares of such companies;
• 4) a list of members of the audit commission or an indication of the auditor;
• 5) an indication of the sole or collegial executive body;
• 6) instructions on approval of the separation balance sheet;

The issue of conversion of company shares is discussed in clause 2.1 of the Standards for issuing shares and bonds and their prospectuses during the reorganization of commercial organizations, approved by a resolution of the Federal Commission for the Securities Market, and determines the powers of the board of directors. The standards allow that all or part of the shares of the new legal entity may belong to the reorganized company. The founder of the newly formed legal entity may be the reorganized company itself. The law also provides that the full or partial number of shares of the spun-off company may belong to the reorganized commercial organization. The founder of a legal entity formed by way of separation may be the reorganized company itself.

The procedure for transferring rights and obligations to a newly reorganized company is carried out by drawing up a separation balance sheet containing an object-by-object breakdown, a provision on succession for all obligations of the reorganized legal entity, including obligations disputed by the parties. Spin-off implies the transfer of a certain part of the rights and obligations of the reorganized company, the remaining rights and obligations to the reorganized company.

The lack of balance, as well as the lack of provisions on succession, is the reason for the refusal of state registration of newly emerged legal entities. The law provides for the approval of the separation balance sheet by the founders (participants) of the legal entity or the body that made the decision on the separation. If the decision is made at the general meeting of shareholders, then the balance sheet is approved by the meeting. The contents of the separation balance sheet include information on accounting statements prepared for the reporting period - quarter or year, as of the last reporting date, taking into account the comprehensive inventory. As a result, the authorized capital may be reduced by a smaller amount. What is the authorized capital of the created company?

The procedure ends when the corresponding entry is made in the Unified State Register of Legal Entities. Joint stock companies must also register the issue of shares.

Tax legislation also provides for separate rules governing the allocation procedure. Clause 8 art. 50 of the Tax Code of the Russian Federation reveals that “when one or more legal entities are separated from a legal entity, succession in relation to the reorganized legal entity in terms of the fulfillment of its obligation to pay taxes does not arise.” According to paragraph 2 of Art. 23 of the Tax Code of the Russian Federation, taxpayers report reorganization to the tax authority at the place of registration within 3 days from the date of such decision. Reorganization of a legal entity does not change the deadlines for the fulfillment of its obligations to pay taxes by the legal successor.

When reorganizing a limited liability company, issues often arise related to the distribution of overpaid taxes among legal successors. Clause 2 art. 78 of the Tax Code of the Russian Federation provides for a credit or refund of overpaid taxes based on a written application from the legal successor.

Thus, after analyzing the legal norms relating to the division and separation of a legal entity, we can conclude that both procedures have similarities and differences. When reorganization is carried out in the form of division, one organization ceases its activities and several new legal entities are created on its basis, and when separated from the structural units of the main organization, new legal entities are formed, but the organization itself continues to exist.

Carrying out reorganization in the form of separation and division is characterized by the presence of universal succession.

The volume of transferred rights and obligations of reorganized legal entities is determined on the basis of the separation balance sheet, which should also determine the presence of a legal successor for all its obligations.

The main documents when carrying out reorganization in the form of separation and separation are: the decision of the competent authority on reorganization, the separation balance sheet, the constituent documents of new legal entities, changes and additions to the constituent documents of existing or a new edition of such documents, the state registration act.

Legal entities are given the opportunity to reorganize through division in accordance with the Civil Code of the Russian Federation (Article 57-1). The division is accompanied by the cessation of the organization's work with the simultaneous emergence of other legal entities. Separation can be voluntary or forced. The procedure is launched on the initiative of a governing body or general meeting, and otherwise - by decision of state (judicial) bodies.

Division and its consequences

Division is one of the most profitable reorganization procedures if the economic performance of a business is far from ideal. Often, by dividing a company, not only financial, but also pressing organizational problems and controversial situations regarding the distribution of income are resolved. In this case, separation may be ordered by a court decision. At the end of the division, new organizations emerge: two or more. Each one undergoes state registration. From start to completion, the reorganization can last 2-4 months.

The division of a company involves the preparation of important accounting forms, which will be discussed below.

Transfer deed and debt control

A document in accordance with which rights are recorded and transferred to legal entities arising as a result of division. When drawing up the act, we are guided by Art. 59(1) of the Civil Code of the Russian Federation, according to which the document must contain information about all types of debts of the reorganized company (both receivables and payables), with a breakdown by counterparties and the mandatory allocation of amounts that have the prospect of becoming controversial, for example, if the claim deadline one or another debt expires by law.

In addition, the transfer act lists the reporting generated during the reorganization (according to Order No. 44n of the Ministry of Finance of May 20, 2003) and important primary documents to be transferred to the new legal entities. persons:

• inventory of material assets and liabilities;
• primary documentation on areas subject to mandatory registration;
• financial statements.

The transfer deed must contain a clear indication of the organization that will be the legal successor for the amounts owed by the original company, both receivable and payable. As a rule, one of the newly created organizations takes on this mission. If it is not clear from the data of the transfer deed who exactly will control the debts, the creditor of the reorganized company can make claims in the manner prescribed by law to any of the newly formed legal entities or one of them, at their choice.

An organization that has paid off debts to the creditor of the original company may subsequently demand the return of part of the costs incurred from other companies newly formed as a result of the division on a shared basis.

Important! The absence of an act in the package of documents for registration of organizations newly created as a result of division may serve as grounds for refusal to register them.

Separation balance

A document that determines what part of the rights and obligations will be transferred to one or another organization as a result of division. It is advisable to organize accounting work in such a way as to draw up a balance sheet as of the end of the period (year, quarter, month). When compiling this type of balance sheet, its existing standard form is used, adapting it for the purpose of separating accounting data. For example, in the line “Fixed assets” three cells are formed: “Initial organization”, “Transferred to organization X”, “Transferred to organization Y”, then similarly. Detailed information is required and is shown in the transcripts to the balance sheet.

Attention! It is necessary to distinguish between the division of a legal entity and its reorganization in the form of a spin-off. In the latter case, new legal entities are formed, but the primary organization does not cease to exist. It partially retains the rights and powers that it had before the reorganization.

Stages of separation

At the beginning of the division procedure, a general meeting of participants (shareholders) is held, at which a decision is approved on reorganization by dividing the existing organization and on the creation of new legal entities on its basis. persons on the preparation and approval of the transfer deed, the nuances of the division procedure and its legal consequences are discussed. Newly created firms, in turn, hold organizational meetings at which constituent procedures are carried out: they approve the charter and elect management bodies.

Then, step by step, the organization that has decided to split performs a number of mandatory actions:

1. The head of the company (or its manager on the basis of a power of attorney) sends a notice of division to the Federal Tax Service at the place of registration, attaching to it the decision of the general meeting. This must be done no later than 3 days from the moment the decision is made.
2. After the tax service has made an entry in the Unified State Register of Legal Entities about the beginning of the division of a company, its representatives are obliged to give announcements at least twice, once a month, in special media (“State Registration Bulletin”) about the start of the division procedure. This is required by Federal Law No. 129 dated 08-08-01, Art. 13.1(2) “On state registration of legal entities...”.
3. A state duty of 4 thousand rubles is paid. (RF Tax Code Art. 333.33).
4. A package of documents on division is provided to the Federal Tax Service Inspectorate (deed of transfer, constituent documents, application for state registration f. R12001). no later than the expiration of a month from the date of publication in the media of a repeated message about the reorganization. The three-month period from the date of making an entry in the Unified State Register of Legal Entities about the start of the separation procedure should also not be missed.
5. Well-known legal entities are notified. creditors to the person within 5 days after notifying the Federal Tax Service. The obligation to notify creditors is contained in Federal Law No. 129 (Article 13.1 (2)). It is recommended to use written personal notices, hand them in person or by mail with acknowledgment of receipt, or use others that are legitimate from the point of view of the court, in order to avoid controversial situations, since judicial practice in this area is ambiguous.

Attention! The package of documents submitted to the Federal Tax Service must be accompanied by a receipt for payment of the state duty.

The separation procedure is completed by receiving a package of relevant documents from the Federal Tax Service by all participants in the reorganization and making entries in the State Register of data on new legal entities. Registration with the tax service lasts no more than 7 days.

Main

1. Division - termination of a company's activities and the creation of two or more new legal entities on its basis, using a separation balance sheet.
2. Reorganization in this form can be voluntary or carried out in court.
3. The procedure is launched by the general meeting and the adoption of a decision on reorganization.
4. A package of documents is submitted to the registering Federal Tax Service within 3 days after the decision is made. State duty is paid.
5. A message about the division is published in specialized media.
6. Lenders whose contacts are known are informed individually.
7. Each newly created organization receives state registration certificates.

Reorganization of a legal entity can be carried out either voluntarily or compulsorily.

The voluntary motivation may be the emergence of insurmountable differences between the owners of the company regarding the ways of further development, as well as the preservation of the existing name (brand).

The division of a legal entity (LLC, CJSC, OJSC, etc.) can in some cases serve as a way to avoid liquidation of the enterprise, including bankruptcy. Bankruptcy is carried out by decision of the owner of the property, the founders (participants) of the legal entity or the body authorized by them (according to the constituent documents).

Forced division of a company is possible by decision of authorized bodies (IMTS, antimonopoly committee, etc.) or by court decision. Cases of such forced reorganizations are established only by law.

Separation- this is the termination of a legal entity, in which all its rights and obligations are transferred to the newly created legal entities.

THE BASIC PACKAGE OF SERVICES FOR REORGANIZATION IN THE FORM OF SEPARATION INCLUDES:

1. Collection and analysis of documents
2. Preparation of a package of necessary documents for the reorganization of the enterprise
3. Making a seal
4. Submitting an advertisement to the gazette of state registration of legal entities
5. Registration of documents in MI Federal Tax Service, Pension Fund, Social Insurance Fund, statistics
6. Notification of creditors

Unlike liquidation, reorganization through division does not mean repayment of the obligations of a legal entity that is terminating its activities. All his rights and obligations pass to the newly formed legal entities - his legal successors. The volume of transferred rights and obligations of reorganized legal entities is determined on the basis of the separation balance sheet, which should determine the presence of a legal successor for all its obligations.

Succession upon division of a legal entity is of a general nature. It is assumed that, firstly, not individual rights and responsibilities are transferred to successors, but their entire complex. And, secondly, the successor organization does not have the right to refuse to accept any obligations of the reorganized legal entity.

During the reorganization process, it is necessary to resolve all issues related to the determination of the entities to which specific rights and obligations are transferred. When reorganizing in the form of division, this problem is most relevant.

The main documents when carrying out reorganization in the form of division are:
- decision of the competent authority on reorganization,
- separation balance,
- constituent documents of new legal entities, amendments and additions to the constituent documents of existing ones or a new edition of such documents,
- state registration act.

Reorganization in the form of division is considered completed from the moment of state registration of the last of the newly emerged legal entities, and the reorganized one is considered to have ceased its activities.

When carrying out the reorganization procedure of joint stock companies (JSC), it is necessary to pay attention to the following points:

The decision on reorganization is made only at the proposal of the board of directors, unless otherwise provided by the company's charter;

The decision on reorganization is made by the general meeting of shareholders with a three-quarters majority of the votes of shareholders holding voting shares participating in the general meeting of shareholders. Shareholders - owners of preferred shares participate in the general meeting of shareholders with voting rights.

Determining the procedure for converting shares of the reorganized company into shares of the created companies,

The reorganized company must approve the charter of the newly created company.

Approval of the separation balance sheet.

At the general meeting of shareholders of the reorganized company on the issue of reorganization in the form of division a decision must be made on the reorganization of the enterprise, which contains:

1. name, information about the location of each company created through reorganization in the form of division;

2. procedure and conditions of separation;

3. the procedure for converting shares of the reorganized company into shares of each created company and the ratio (coefficient) of conversion of shares of such companies;

4. a list of members of the audit commission, or an indication of the auditor of each company being created;

5. 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;

6. an indication of the person performing the functions of the sole executive body of each company being created;

7. instruction on approval of the separation balance sheet with the attachment of the separation balance sheet. IN separation balance sheet information on legal succession must be reflected for all obligations of the reorganized legal entity in relation to all its creditors and debtors, including obligations disputed by the parties.

The separation balance sheet is approved by the founders of the legal entity or the body that made the decision to divide the company (LLC, CJSC, OJSC, etc.) and is submitted along with the constituent documents for state registration of newly emerged legal entities.

It should be noted that failure to submit a separation balance sheet along with the constituent documents, as well as the absence in it of a provision on succession of obligations of a reorganized legal entity, is grounds for refusal of state registration of newly emerged legal entities.

8. an instruction on the approval of the charter of each created company with the attachment of the charter of each created company;

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

In the decision on reorganization in the form of division Information may also be provided on the auditor of the company created through reorganization in the form of division, on the registrar of the company being created, an instruction on the transfer of powers of the sole executive body of the company being created to the managing organization or manager, etc.

Election of the board of directors of each company, created by reorganization in the form of division, is carried out by the shareholders of the reorganized company, among whom, in accordance with the decision on the reorganization of the company, ordinary shares of the corresponding created company must be placed, as well as by shareholders - owners of preferred shares of the reorganized company, among whom, in accordance with the decision on the reorganization of the company, preferred shares of the corresponding created society.

When dividing a company two or more organizations are created on the basis of the property of one legal entity, and the reorganized organization ceases to exist, while its rights and obligations are transferred to the legal entities created as a result of such reorganization on the basis of a separation balance sheet.

Issues regarding the division of a company give rise to a lot of different disputes (legal), and the documents accepted during the procedure for registering a reorganization by division undergo a strict and meticulous check, and often do not withstand it.

When faced with the need to reorganize an enterprise, you should turn to professionals who understand all the intricacies of the current legislation. At the Logos law firm, clients can always count on a competent and responsible approach to business and prompt, clear actions.

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