Simplified reorganization of ZAO in LLC. The order of reorganization of CJSC in LLC
In 2014, the Russian Civil Code wasSome amendments have been made regarding joint stock companies. They prompted the owners of similar entities to change their organizational and legal form. And the process began to be carried out in favor of limited liability companies. This is due to the fact that this form has similar characteristics with ZAO. However, in addition, it has a number of its own advantages. How is the reorganization (transformation) of ZAO into LLC? What are the specifics of maintaining all the necessary reporting? Are there any nuances?
The reorganization of ZAO in LLC is a kind oftransformation of the company. In the execution of this procedure, an absolutely new, with another organizational and legal form of ownership, is formed on the old platform of the pre-existing legal entity. And this means that all the previous rights and, accordingly, the responsibilities will certainly pass to the so-called successor. In the Unified State Register of Legal Entities, data on the cessation of the activities of the CJSC, that is, the former organization, are entered, and then new information is entered. As a result, a completely different company is formed, with a different name and organizational and legal form. At the same time, the absolute totality of rights and duties is retained by the company and, as a result, is transferred to a new legal entity. Employees in the reorganization of ZAO in LLC are not subject to dismissal, and therefore, can continue to engage in the performance of their duties in the old regime.
Nuances of re-registration of ownership forms
The reorganization of ZAO into LLC is rather complicatedprocedure. There are two ways to conduct it. The first direction is to retrain into an open society. Since September 2014, it is possible to reorganize into a public joint stock company (PAO). Thus, by replacing the name and, as a consequence, publicly issuing shares and other securities of the company on exchanges.
To go on the second path, it is necessary to carefullyto study the procedural order. The reorganization of ZAO into LLC can be carried out directly by transforming the organization. Moreover, the replacement of the organizational and legal form can occur not only in LLC, but also in a business partnership or a production cooperative (paragraph 2 of Article 102 of the Civil Code of the Russian Federation).
It is also worth noting that since September 1, 2014, the possibility of re-profiling the organization's activities into a non-profit organization has been abolished.
General scheme of the procedure
ZAO can be reorganized into LLC. The company is recognized as reformed only after entering information in the Unified State Register of Legal Entities. And the data should be registered as a previous legal entity - a closed joint-stock company, and a new organizational and legal form - a limited liability company.
The state registration of the LLC, which arose as a result of the reorganization, is performed at the location of the CJSC.
The procedure itself is carried out according to the following scheme:
- A decision is made to transform the organizational and legal form of the enterprise.
- The registration authority is notified.
- Information is provided on the reorganization of the CJSC to a tax authority located at the location of the organization.
- Data on the operation in the Bulletin of State Registration are entered.
- Information from the Pension Fund (Pension Fund) is accepted and analyzed, again according to the location of the CJSC;
- The new organizational and legal model of the company is formally formalized.
Price of the procedure
If we are talking about the registration of what happenedamendments to the constituent documents (Form No. P13001: name, bringing the code into the required form), then the state body that registers the tax is not obliged to collect the tax. This rule is prescribed in paragraph 12 of Article 3 of FZ-99.
Regarding the reorganization (transformation)closed joint-stock company in LLC it is worth noting that under such circumstances the owner undertakes to pay the tax to the state. Consequently, the cost of such a transformation in the Inspectorate of the Federal Tax Service (Inspectorate of the Federal Tax Service) is 4 thousand rubles. This amount includes directly state duty and other additional costs. For example, for notary services and receipt of extracts from the Unified State Register of Legal Entities.
Reorganization of ZAO into LLC: reporting for the tax service
As practice shows, yes, and says the Tax Code, forreorganization of the company simply does not exist special conditions and delays in reporting to government bodies. All necessary documentation and payment of tax deductions is carried out in the process of re-registration of the company within the time limits established by the legislation of the Russian Federation. One nuance - in the event that the reorganization of the CJSC into an LLC is terminated before the end of the tax period, all information is surrendered until the organization is abolished. If this condition is not met by the owner, all tax liabilities and the delivery of the required documentation are assigned to a new legal entity - LLC. In this case, the owner will need to reflect in the statements not only the operations after the reorganization, but all the previous ones. However, the accounting reports on the 2-NDFL must necessarily be submitted before the liquidation of the company.
Simplified scheme of reforming
Simplified reorganization of the company in LLC was established at the legislative level on September 10, 2014 in the city of Moscow. The Ministry of Finance and the tax service must submit the following documentation:
- treatment (Form P12001);
- the charter of a new organizational and legal model (2 copies);
- a document confirming payment of the state tax in the amount of 4 thousand rubles;
- reporting, confirming the fact of the procedure.
The reorganization of ZAO into LLC is a complex and multi-stagea procedure that is relatively quick. However, everything will go smoothly only in the case of full compliance with the legislation of the Russian Federation, timely provision of all necessary reporting and payment of tax deductions.