The legislation of Russia fixes five forms of reorganization of enterprises:

1. merger;

2. connection;

3. separation;

4. selection;

5. transformation.

Let's dwell on each of them in more detail.

In the event of a merger, each of the merging legal entities ceases to operate, its rights and obligations are transferred to the newly formed legal entity. The merger can be expressed by the formula - A+B=C.

Thus, approximately 3 months after the decision to reorganize in the form of a merger, the head of the reorganized legal entity receives the following documents: a certificate of termination of the organization, a copy of the merger agreement, copies of certificates of the newly created successor organization signed by the director of the successor and an act of acceptance of the transfer of accounting and other documents. From this moment on, all rights and obligations of the reorganized organization pass to the successor.

Attachment means that one entity ceases to operate and the rights and obligations are transferred to another, already existing legal entity. Its status does not change; for it, the decision to reorganize actually means an agreement to accept the obligations of the affiliated organization and making appropriate changes to the charter. Accession can be expressed by the following formula - A+B=A.

Only organizations can participate in the affiliation process. Having the same organizational and legal form. The decision to join is made by the general meeting of participants of each of the organizations.

The main difference between the procedure for joining and merging is that state registration in the event of reorganization in the form of merger, not the Joint-Stock Company to which accession was carried out, and changes and additions to its constituent document. The company itself, to which the merger was carried out, is considered reorganized not from the moment of state registration (as is the case with other forms of reorganization), but from the moment an entry is made in the unified state register of legal entities on the termination of the activities of the merged company.

Reorganization in the form of separation implies the formation of several new legal entities instead of one, while the reorganized entity ceases to function, and all rights and obligations of this legal entity are distributed among the newly created organizations. In the form of a formula, this can be written as follows: A \u003d B + C.

The reorganization of an enterprise in the form of a division means, firstly, the termination of the company's activities, and secondly, as a result of the division of a joint-stock company, at least two new companies arise, each of which must be registered. When a joint-stock company is divided, all its rights and obligations are transferred to two or more newly created societies in accordance with the separation balance sheet. Busygin A.V. Entrepreneurship. Basic course: Textbook for universities. - M.: INFRA-M, 2005., p. 135.

Reorganization in the form of separation entails the formation of one more or several new organizations at once instead of one, while the reorganized organization continues to function, and part of its rights and obligations are transferred to the enterprises spun off from it. In this case, the formula looks like this: A \u003d A + B.

Spin-off is considered one of the most difficult types of reorganization. It takes a lot of time and is of great importance due to the fact that none of the organizations participating in the spin-off is liquidated. While the other four forms of reorganization are that one of the organizations completes its work. Also, a feature of the reorganization of separation can be called the conditions of succession. When separating, the method of private succession is used, in which the assignee takes responsibility only for some aspects of the legal relationship. Succession is not possible if the obligations and rights are of a personal nature.

Separation and selection, in principle, are similar to each other. The difference lies in the fact that upon separation, one organization ceases to operate and several new legal entities are created on its basis, and upon separation, new legal entities are formed on the basis of the structural units of the main organization, but it continues to exist.

When reorganizing in the form of transformation, there is a change in the organizational legal forms s of a legal entity, while the reorganized organization ceases to exist, and all its rights and obligations are transferred to the newly created organization. The formula for such a reorganization looks like this - A = B.

All rights and obligations of the organization that terminated its activities are transferred to one legal successor. In fact, transformation is the most common form of reorganization. For example, the privatization of state-owned enterprises is nothing short of a transformation. The law establishes certain restrictions on the conversion. Thus, commercial organizations cannot be transformed into non-commercial ones, and companies with limited liability and joint-stock companies - into partnerships or state enterprises. Anti-crisis management: from bankruptcy to financial recovery/ ed. G.P. Ivanova. - M.: Law and Law, UNITI, 2006., p. 304.

We have described five existing species reorganization. This list, specified in the law, is exhaustive, that is, the reorganization of an enterprise into any other form will be illegal.

In addition, there is a classification of reorganization by type. So, depending on the reasons, the reorganization can be:

1. voluntary;

2. forced;

3. forced.

In the case of voluntary reorganization, the initiative to carry out the procedure belongs to the owners of the organization and is manifested on the basis of their personal motives. Reorganization in the form of merger and accession can be carried out only as a voluntary, unlike other methods of reorganization. Taburchak, P.P. Economics of the enterprise (organization): textbook. for universities / Taburchak P.P., Tumina V.M. - 3rd ed. - Rostov-on-Don: Phoenix, 2002.- 320 p.: ill.- ( Higher education), With. 267.

In the event of a forced reorganization, the initiative to carry out the procedure also belongs to the owners of the organization, but it manifests itself under the requirement current legislation. For example, when a limited liability company becomes more than 50 members, the Law "On Limited Liability Companies" requires that the LLC be transformed into an OJSC or a production cooperative within one year. Or when a non-profit organization in the form of a union or association, by decision of the owners, begins to exercise entrepreneurial activity, Civil Code The Russian Federation demands that this organization be transformed into a business company or partnership. There are other circumstances in which there is a need for forced reorganization.

In case of forced reorganization, the initiative to carry out the procedure belongs to authorized state bodies or is carried out by a court decision. Forced reorganization is carried out only in the form of separation or spin-off. For example, when a commercial organization or a non-profit organization engaged in entrepreneurial activities begins to take a dominant position among other organizations in its field of activity, the Federal Antimonopoly Service of the Russian Federation may issue an Order for the forced division of such an organization.

Depending on the purpose of the reorganization, the following two types are distinguished:

1. operational reorganization;

2. strategic reorganization.

In the process of operational reorganization, two main tasks are solved: ensuring liquidity and a significant improvement in the performance of the enterprise. The set of measures for operational reorganization includes, firstly, actions to reduce all types of costs and rapidly increase sales and circulation. Operational reorganization is carried out in the short term, usually it is 3 - 4 months.

The implementation of the strategic reorganization program aims to create adequate conditions within the enterprise to achieve its strategic goals. The essential features of this type of reorganization, in contrast to the operational one, are the following:

it is carried out in much more long terms than operational;

based on previously developed corporate and functional strategies;

needs significant investment.

Strategic reorganization ensures long-term competitiveness, to achieve which it is necessary to determine the strategic goal of the enterprise, develop a strategic development concept, as well as directions and tools for achieving this goal. In the implementation of strategic restructuring, everything begins with the definition of the company's mission, which makes it possible to justify its existence, direction of development, scope and specifics of activity. Trofimov K.T. Reorganization and liquidation commercial organizations/ Abstract. ... cand. jurisprudence - M., 2006., p.145.

So, summarizing the above, we can conclude that the organization can be considered reorganized from the moment the state registration of newly created legal entities was completed. The only exception is reorganization in the form of affiliation. As we noted above, in such a case, the organization to which another organization joins is considered reorganized from the moment when an entry is made in the Unified State Register of Legal Entities about the termination of the activities of the affiliated organization. The reorganization is considered completed from the day when the United state register corresponding entries appear.

Reorganization is the process of terminating the activities of a certain legal entity with the transfer of its rights and obligations successor - another legal entity.

The reorganization of a legal entity can be carried out by decision of its founders (participants) or a body of a legal entity authorized to do so by constituent documents (clause 1, article 57 of the Civil Code of the Russian Federation). The reorganization of a joint-stock company is carried out by decision general meeting shareholders by a three-quarters majority vote of shareholders - owners of voting shares participating in the general meeting of shareholders (clause 2, part 1, article 48, article 49 of the JSC Law). The decision on the issue of reorganization belongs to the exclusive competence of the general meeting of shareholders, this issue cannot be transferred for decision to the executive body or the Board of Directors (Supervisory Board) of the company (clause 4, article 49 of the JSC Law).

According to the Civil Code of the Russian Federation, reorganization can be carried out in the form of:

1. Mergers. When legal entities merge, all their rights and obligations are transferred to the newly created legal entity, and they themselves terminate their activities.

2. Attachments. When one or more legal entities join another, all rights and obligations of the joined legal entities are transferred current legal entity according to the transfer balance.

3. Separations. A legal entity terminates its activities as a legal entity, and transfers its rights and obligations to newly created legal entities.

4. Selection. The "old" legal entity continues to operate, but transfers part of its rights and obligations to new, newly created legal entities on the basis of a separating balance sheet.

5. Transformation. The organizational and legal form of a legal entity is changing. For example, it is converted from LLC to JSC.

In accordance with the Civil Code of the Russian Federation, Article 57, a person is considered reorganized from the moment of state registration of newly created legal entities.

Liquidation of a legal entity differs from restructuring in that liquidation is a way to terminate the activities of an organization without transferring its rights and obligations to another person (without appointing a successor), and during reorganization, the appointment of a successor is mandatory.

Reasons for the reorganization:

1. Sales volumes of manufactured products have fallen.

2. Non-competitive individual divisions firms.

3. Unsatisfactory motivation of employees.

4. Priority of production over sale.

5. Excessive number of administrative and managerial apparatus and the complexity of the organizational and managerial structure of the enterprise.

6. Performing any kind of work on your own (for example, repair and construction work, equipment repair).

7. Weak susceptibility to innovation.

8. Weak interest in quality improvement.

The founders (participants) of a legal entity or the body that made a decision on the reorganization of a legal entity are obliged to notify the creditors of the legal entity being reorganized about this in writing. The creditor of the reorganized legal entity has the right to demand the termination or early performance of the obligation, the debtor of which is this legal entity, and compensation for losses in connection with the forced termination of the contract due to reorganization. If the separation balance sheet does not make it possible to determine the legal successor of the reorganized legal entity, the newly emerged legal entities shall be jointly and severally liable for the obligations of the reorganized legal entity to its creditors (Article 60 of the Civil Code of the Russian Federation). In accordance with Art. 323 of the Civil Code of the Russian Federation, creditors in such cases have the right to present their claims to all newly created legal entities or to any of them in in full, and the one who satisfies their requirements has the right to recover from the rest of the newly created legal entities the amount paid to them in equal shares, with the exception of his share.

The reorganization of a legal entity is recommended to coincide with the end of a certain reporting period (year or quarter). The company is considered reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of newly emerged legal entities. Registration must be completed within five days. The basis for refusal to register is the failure to submit the separation balance sheet together with the constituent documents, or the absence in these documents of provisions on the succession of obligations for the obligations of the legal entity being reorganized, or the inconsistency of the constituent documents with the law.

Partition balance

The separation balance sheet must contain provisions on the succession of 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 founder (participants) of the legal entity or the body that made the decision on the reorganization, and submitted together with the constituent documents for state registration of newly established legal entities or amendments to the constituent documents of existing legal entities. The rights and obligations transferred by way of succession may include not only property, but also non-property rights (for example, the right to a company name, to use a trademark registered in the established manner, etc.). The preparation of the separation balance sheet must be preceded by an inventory. The moment of transfer of rights and obligations in respect of property to a newly established legal entity as a result of reorganization is the date of signing and approval of the separation balance sheet by the founder or the body that made the decision on reorganization.

Economic concepts

Reorganization of the enterprise can be both a way to achieve new goals and a means of correcting critical errors. This article describes its types and how it is carried out.

There are three main organizational and legal forms of registration of private enterprises: LLC (stands for “limited liability company”), CJSC and OJSC (closed / open joint-stock company). However, a registered enterprise may change significantly over time. Production volumes decrease or increase, the specifics of activity and the management structure change. This leads to the need for innovation in terms of organization.

If the enterprise is unprofitable, something needs to be changed. If the initial goals set by the company's management have already been achieved, it's time to move to a new level, which is associated with expanding the sales market and powers, improving relations with partners. It happens that the OPF no longer corresponds to the format, established by law. In each of these situations, such a "political" measure as reorganization can help.

Reorganization- this is the completion of the enterprise, which is accompanied by the transfer of its obligations and rights to another company. This measure leads to the formation of one / several newly formed enterprises that "inherit" property and other rights, as well as obligations of the reorganized entity.

Often, reorganization is carried out instead of liquidation. This is due to the economic inexpediency of the bankruptcy procedure and the possibility of maintaining the main assets.

There are several types of reorganization. They differ in the structure and scope of the transferred rights.

The procedure for the reorganization of a legal entity

Here is how the mechanism of actions of the management during the reorganization of legal entities looks like:

1. 1. A decision is made on the need to reorganize the enterprise.
2. 2. The state registrar is notified of this decision within 3 working days.
3. 3. A commission is being set up to carry out reorganization measures.
4. 4. The media publishes messages about the reorganization.
5. 5. A deed of transfer is drawn up.
6. 6. Within the specified period, the relevant papers are provided to the state registrar.

Types and methods of reorganization

Among the methods of reorganization, a special place is occupied by the transformation of a legal entity, during which there is a change in organizational and legal forms. All rights (including property), as well as obligations are transferred to the newly formed enterprise.

The decision on the need for reorganization is made by the founders or authorized bodies. There are five types of reorganization. Here they are:

• Transformation. In this case, one organization turns into another.
• Accession. This means that one or more legal entities join an already registered enterprise.
• merger- several legal entities become a single entity.
• Selection. In this situation, one or more organizations leave the main one.
• Separation. One legal entity ends its activities and is divided into several "successors".

As soon as the state registrar has recorded the fact of reorganization, the legal entity is officially considered reorganized. However, reorganization by separation or separation occurs only by decision government agencies having the appropriate powers, as well as the court.

When a merger, accession or transformation occurs, the transfer of obligations and rights is certified by deeds of transfer. When dividing and highlighting, this function is performed by the dividing balance.

If management decides to reorganize, it must notify its creditors of this, and in writing.

Having engaged in the reorganization, the legal entity within 3 working days is obliged to send to the state registration authority such documents as a notice of the beginning of the reorganization and a decision on the reorganization process.

Reorganization problems

Reorganization is a rather risky event, because it is not a single procedure, but a multi-stage process in which founders and creditors are involved.

The decision is also accompanied by legal difficulties. Is it true, unitary enterprises cope without any problems, because their owner does not need approval. It is more difficult for companies with additional liability and LLC.

It is also important that the executive body in the process of reorganization is obliged to inform tax service about making a decision.

This is done within 5 days. Such notice may result in verification.

Reorganization can provoke both positive and negative changes in the life of the enterprise. But, one way or another, changing the form and structure is associated with numerous difficulties of a legal nature.

On this page you can read general information about each of the forms of reorganization of firms and general information about the reorganization procedure, the main stages of which are the same for all types of reorganization, but may differ in nuances. If you want to learn more about the intricacies of a particular type of reorganization, please go to the page of the type of reorganization you are interested in.

In addition, please note: Liquidation by accession, merger

MAIN TYPES OF REORGANIZATION:

merger- two or more companies merge into a third legal entity, which is created as a result of reorganization.

The newly created legal entity is the legal successor. In the event of reorganization in the form of a merger, the parent legal entities cease their activities (liquidated).

Accession— one or more legal entities transfer rights and obligations to another and are attached to this person by ceasing its activities. At the same time, the person to which another legal entity is attached continues its activities.

Separation- one legal entity is liquidated due to the creation of several legal entities, where the property of the first is divided among several subsequent ones. successors in this case are newly created legal entities.

The reorganized entity is liquidated.

Selection- one or more legal entities are separated from the legal entity, while the reorganized legal entity is not liquidated, but only transfers part of its rights and obligations to newly created entities.

transformation— change of organizational and legal form, in this case, the successor is a newly created legal entity.

GENERAL PROCEDURE FOR FIRM REORGANIZATION:

Any reorganization consists of a series of actions that must be carried out for its successful registration. We distinguish three stages, which we briefly describe below:

STAGE 1. The beginning of the reorganization procedure.

At this stage, the supreme management body of each of the firms involved in the reorganization makes a decision on the reorganization. In this decision, each of the companies is required to make a number of binding decisions that differ depending on the form of reorganization.

One of the firms participating in the reorganization shall submit to the registering body a notice of the beginning of the reorganization procedure within three working days from the date of the decision on the reorganization.

Each of the firms participating in the reorganization notifies its territorial IFTS, its branch of the PFR and the FSS - within three working days from the date of the decision on the reorganization.

DURATION - 2 weeks.

STAGE 2. Notifying creditors and resolving general issues.

This stage begins after entering into the Unified State Register of Legal Entities information that the companies participating in the reorganization are in a state of reorganization.

At this stage, one of the participating firms, twice, with a frequency of once a month, places in funds mass media on behalf of all the firms participating in the reorganization, a notice of reorganization.

In addition, each of the participating firms notifies in writing all known creditors of its reorganization.

Also at this stage, companies prepare and submit reports in connection with the reorganization to the tax authority and off-budget funds and receive a certificate from the FIU on personalized accounting.

DURATION - 6 weeks.

STAGE 3. Completion of the reorganization.

This stage begins after the release of the second publication in the media.

At this stage, documents are submitted to the registration authority, different for each of the forms of reorganization, for the state registration to complete the reorganization.

DURATION - 2 weeks.

In total, the minimum total duration of the reorganization is 10 weeks, i.e. 2.5 months.

However, in practice, for various reasons, this period can often increase up to 3-4 months. This may be due to both objective (holidays, publication dates, etc.) and subjective (delays in payment for publication, fees, delays in certification of forms by the applicant, refusals, etc.) reasons.

We are often approached by companies that have independently started the reorganization procedure, prepared some documents, but cannot complete it, receiving refusal after refusal. This is due to the fact that there are many nuances that we know about, but which people who do not have enough experience in this area often cannot guess.

Contact Law firm Simple Solutions and we will gladly help you!

COMPLEX SERVICES for the reorganization of companies

WHAT'S INCLUDED IN THE PRICE:

- complete legal support reorganization procedures;

— full courier service of the order.

The specific composition of services varies depending on the form of reorganization. For more detailed information Please refer to the page of the form of reorganization you are interested in.

If you want to reorganize the company, contact the professionals. Call!

Joining

merger

Transformation

Separation

· Selection

Currently in Russia there is no single normative act that would regulate the issue of reorganization. However, in Lately the issue of reorganization is quite relevant. The reorganization of a legal entity is the termination or other change legal status legal entity, entailing relations of succession of legal entities. Art. 57 of the Civil Code of the Russian Federation identifies five types of reorganization: merger, accession, transformation, division, spin-off. It is very important to provide in detail in the Articles of Association the procedure for reorganization.

The reorganization of a legal entity is its termination, entailing the emergence of new organizations or a significant change in the nature of the legal personality of existing organizations. It can be put simply this way: reorganization is a way of terminating the activities of a legal entity, characterized by the transfer of rights and obligations to another legal entity. In such cases, newly emerged or previously existing organizations, in addition to participants and property of a legal entity, may be transferred to the features of its organizational structure, legal capacity, company name, etc. Reorganization is possible in the form of merger, accession, division, separation, transformation (clause

1 st. 57 of the Civil Code of the Russian Federation).

Affiliation means that an existing organization, due to the fact that one or several other organizations merge into it, themselves, losing the signs of a legal entity. This is a method of reorganization in which the rights and obligations of one previously existing legal entity are transferred to another legal entity. The rights and obligations are transferred to the merging legal entity in accordance with the deed of transfer (clause 2, article 58).

A merger, as a way of reorganizing a legal entity, means the enlargement of a newly emerging subject of civil law through the termination of several legal entities. At the same time, all the rights and obligations of each of them are summarized by the organization resulting from the merger, in accordance with the deed of transfer (clause 1, article 58).

In accordance with paragraph 5 of Art. 58 of the Civil Code of the Russian Federation, another way of reorganizing legal entities is their transformation, that is, changing their organizational and legal form of a legal entity. At the same time, the organization itself, its participants and its property in quantitative terms may remain unchanged; but the set of certain features that characterize the type of the relevant legal entity changes: its appointment as an association of other persons and their property; the legal regime of the property assigned to him; methods for solving certain issues that arise in the activities of this organization; the volume of requirements for the constituent documents of this legal entity and the amount of its authorized capital; the method of formation and termination of this legal entity that depends on all this. When a legal entity is transformed, the rights and obligations of the legal entity being transformed are transferred to the newly emerged entity in accordance with the deed of transfer.

Separation means the splitting of one legal entity that ceases to exist into several smaller organizations. Consequently, the rights and obligations of a legal entity being terminated are also split up: they are transferred to newly emerged organizations on the basis of the data of the separation balance sheet (clause 3, article 58).

Separation is, like division, a way of disaggregating legal entities; unlike division, with this method of disaggregation, the organization does not cease to exist, but the volume of its characteristics as a legal entity decreases: the assigned Property Complex, the number of its participants, the volume of civil legal capacity. All this is, as it were, subtracted from it and transferred to other legal entities that are newly emerging on this basis. The document fixing the details of this process is the separation balance sheet drawn up in this case (clause 3 of article 58 of the Civil Code of the Russian Federation).

Reorganization - transformation, reorganization of the organizational structure and management of an enterprise, company, while maintaining fixed assets, the production potential of the enterprise. Reorganization is a way of both the termination of legal entities and the emergence of new ones.

Employees of the enterprise, faced with the issue of reorganization, as a rule, cannot understand all the subtleties and nuances of this or that method, see all the positive and negative sides. Therefore, before trying to carry out the reorganization on your own, we, as professionals, advise you to seek advice from the Center for Legal Modeling and Assessment of Moscow and we will develop the most optimal option for your situation. TSUMO provides a full range of services in Moscow related to the reorganization of legal entities, including representation of your interests in state institutions.

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What is a reorganization?

First of all, the reorganization of the company is a tool for optimizing business processes, aimed at expanding areas of activity, highlighting individual areas of activity. Secondly, reorganization can serve as an effective tool for ensuring the property security of business owners. And only thirdly, it can result in beneficial tax consequences.

So, reorganization is the transformation of the organizational structure of the company while maintaining its overall potential.

There are five forms of company reorganization. All of them are named in paragraph 1 of article 57 of the Civil Code of the Russian Federation.

1. merger. The merger of two or more companies into one. Company A + Company B = Company C.

All rights and obligations of companies A and B pass to company C on the basis of a deed of transfer.

2. Accession. The merger of one or more companies with another company. Company A + Company B = Company A1. All rights and obligations of the merged company B are transferred to the acquiring company A on the basis of a deed of transfer.

3. Separation. Splitting one company into several. Company A = Company B, Company C, Company D. All rights and obligations of the dividing company in certain parts are transferred to the new companies on the basis of the separation balance sheet.

4. Selection. Spin-off from one company to one or more other companies. Company A = Company A, Company B, Company D. Each of the spin-off companies receives part of the rights and obligations of the reorganized company on the basis of the separation balance sheet.

5. Transformation. Change from one legal form of the company to another. Company A (LLC) = Company A (OJSC). All rights and obligations of the reorganized company are transferred to the company that has changed its legal form on the basis of a deed of transfer.

The deed of transfer and separation balance sheet are mandatory documents for the reorganization of legal entities.

Guarantees of the rights of the state on taxes are enshrined in Article 50 of the Tax Code of the Russian Federation. It is important to understand that the reorganization does not create any new tax liabilities, but does not cancel the previous ones. The legal successor is liable to pay taxes. The exception is selection. There are nuances. It is a mistake to believe that by starting a reorganization procedure, one can avoid paying taxes. This is wrong. Such intentional acts are a criminal offence.

According to paragraph 2 of article 23 of the Tax Code of the Russian Federation, the company is obliged to inform the tax authority at the place of its registration in writing about the start of the reorganization procedure. within 3 days from the date of such decision. Tax authority has the right to appoint an on-site tax audit in connection with the reorganization. Moreover, such a check is in fact independent tax audit and does not fall under the concept of repeated, is carried out regardless of the time and subject of the previous audit. The tax authority may not use this right, but you need to know about it.

Before making a decision to reorganize, it is necessary to understand all its consequences. Particular care should be taken in reorganization issues in cases where the driving force behind the reorganization is solely the desire of the owners to save on taxes, and not to improve business processes. We do not get tired of repeating, we repeat once again that taxes are always a consequence of business, and not vice versa.

Before deciding to reorganize, answer yourself a question. What do I, as an owner, want to improve, secure in my business through reorganization? Do you have an answer? Oh, by the way, the answer should not sound like: “I want to pay less taxes!” Well, what is the answer? Great! This is the one business purpose, for the sake of which it is possible to start a reorganization.

Creativity of thought

Enterprise reorganization

The reorganization of an enterprise means the termination of its activities in its previous form. For the reorganization of the enterprise, the consent of its owner, or the labor collective, or a court decision is required.

What are the types of company reorganization?

Types of enterprise reorganization:

• reorganization of the enterprise through merger;
• reorganization of the enterprise through a merger;
• reorganization of the enterprise by transformation;
• reorganization of the enterprise by division;
• reorganization of the enterprise by separation.

Each method of reorganization of an enterprise has its own characteristics, while there is no separate legislative act that would fully regulate the entire process of reorganization of an enterprise.

However, enterprises often face the need to reorganize them for various reasons.

The reorganization of an enterprise is any change in its legal status. Civil Code Russian Federation allocates the specified types of reorganization of the enterprise: by merger, accession, transformation, division and allocation.

The reorganization procedure can be faced by any enterprise, therefore, even at the stage of its registration, when drawing up constituent documents, it is necessary to provide for the procedure and conduct of the reorganization of the enterprise.

When an enterprise is reorganized, a situation arises that the former enterprise ceases to exist, and all its rights and obligations are transferred to another legal entity. During the reorganization of an enterprise, it often happens that a new enterprise borrows from the old, reorganized, not only property and authorized capital, but also the structure, name and some other points.

Enterprise reorganization

So, what is the difference between the methods of reorganization of the enterprise?

Reorganization of an enterprise by merger

As a result of the reorganization of an enterprise by merger, the former enterprise transfers all its rights to another legal entity to which it is merged. When reorganizing an enterprise by merger, a deed of transfer must be drawn up. In essence, the reorganization of an enterprise by merger is alternative way liquidation of the enterprise. With such a reorganization of an enterprise, no new legal entities are formed, but one enterprise transfers all its rights and property to another - it joins it.

When reorganizing an enterprise by merger, it is necessary to draw up a deed of transfer, which confirms that the enterprise that is being consolidated takes over the property, shares of participants, as well as all the rights and obligations of another enterprise during its reorganization.

When reorganizing an enterprise through merger, it is necessary to make changes to the constituent documents of the amalgamated enterprise and register these changes. Also, the reorganization of the enterprise involves making appropriate changes to the unified register of legal entities. After entering into it information that the constituent shares and property of the enterprise undergoing reorganization are transferred to another enterprise, the reorganization of the enterprise by merger is considered to have taken place.

In some cases specified by law, the reorganization of an enterprise through merger can take place only with the consent of the Antimonopoly Committee or certain state bodies.

Enterprise reorganization

Reorganization of the enterprise through a merger

During the reorganization of an enterprise through a merger, several legal entities are liquidated, and in their place a new organization, to which the rights and obligations of each enterprise passing through the reorganization are transferred.

When reorganizing an enterprise through a merger, a deed of transfer is also drawn up.

This act states that the newly formed enterprise is the assignee of the rights and obligations of all enterprises that have gone through the reorganization. Without such a deed of transfer, registration of the created legal entity is impossible.

In some cases, if the assets of the established enterprise exceed a certain amount, the reorganization of the enterprise through a merger requires notification of the Antimonopoly Committee within the period specified by law after the relevant information on the reorganization of enterprises has been entered in the unified register of legal entities.

Reorganization of the enterprise by transformation

The reorganization of an enterprise by transformation means such a reorganization in which the organizational and legal form of the enterprise changes. At the same time, the reorganization may not affect either the number of participants in the enterprise or its property, however, the legal regime of the enterprise, the procedure for managing its property, the procedure for the operation of the enterprise, the procedure for resolving certain organizational issues of its functioning, formation and liquidation are changing.

When an enterprise is reorganized by transformation, an appropriate transfer act is created, according to which all rights and obligations of the reorganized enterprise are transferred to the new enterprise.

Thus, when an enterprise is reorganized through transformation, the old enterprise disappears, and a new one is formed instead of it - with a different organizational and legal form.

The reorganization of the enterprise through transformation is considered completed when the appropriate changes are made to the unified register of legal entities.

If the reorganization concerned an enterprise that issued a license to engage in its type of activity, then after the reorganization and change in the legal form of the enterprise, the license must be reissued to a new legal entity.

Enterprise reorganization

Reorganization of the enterprise through division

Reorganization of the enterprise by division means its fragmentation into smaller parts. This type of reorganization of the enterprise causes the division of all its rights and obligations between the resulting legal entities. With this type of enterprise reorganization, a separating balance sheet is created.

When an enterprise is reorganized by division, new legal entities are created, and the reorganization of the enterprise is considered completed at the moment when the newly formed enterprises pass state registration.

The separation balance sheet must indicate to what extent each new legal entity inherits the duties and rights of the enterprise that existed before the reorganization, as well as its debts and obligations.

The separation balance sheet is a mandatory document for submitting for registration of newly created legal entities at the site of the enterprise undergoing reorganization.

The reorganization of an enterprise through division may take place without the consent of the enterprise, based on the decision of the Antimonopoly Committee, the court and other bodies

Enterprise reorganization

Reorganization of the enterprise by spinning off

The reorganization of an enterprise by spin-off also means the formation of several smaller enterprises on the site of a larger one and the division of its property between them. The basis for such a reorganization is also the separation balance sheet. The reorganization of an enterprise through spin-off, as well as reorganization through division, can be forced, by decision of the court, the Antimonopoly Committee and other authorized bodies.

The separation balance sheet must indicate to what extent each new legal entity inherits the duties and rights of the enterprise that existed before the reorganization, as well as its debts and obligations. The separation balance sheet is a mandatory document for submission for registration of newly created legal entities.

Difficulties of enterprise reorganization

The reorganization of an enterprise is connected with the determination of its future fate: whether it will continue its activities as part of a larger enterprise, whether it should, as a result of reorganization, change the legal form of management or merge with another enterprise. Answers to all these questions require high qualifications and mean great responsibility, because its future fate depends on how exactly the reorganization of the enterprise will take place.

In addition, the reorganization of an enterprise is a complex and responsible business, which is associated with the preparation of balance sheets, the transfer of rights and the re-registration of an enterprise. As a rule, any reorganization of an enterprise has its pros and cons, however, in order to understand them, quite often the founders and owners of the enterprise need professional advice.

Our Law Firm ready to consider possible options reorganization of your enterprise and choose the most suitable form of reorganization for it, taking into account the specifics of its type of activity, property, rights, obligations and other circumstances.

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Model professional competence accountant is a definition and description of a number of personal characteristics, as well as the necessary professional knowledge and skills. This model professional competence is not a description of all the abilities and properties that an accountant must have in order to effectively carry out activities - only fundamental characteristics are indicated.

List of key competencies of an accountant:

1. the ability to competently work with the necessary documentation, materials;

2. knowledge of instructions, laws, Decrees;

3. PC skills;

4. experience in financial - banking system;

5. analytical skills;

6. serious attitude to the duties performed, responsibility.

7. learning ability;

8. ability to manage time;

9. self-confidence;

10. respect for confidentiality;

11. willpower, attention to detail;

12. ability to work in a team.

The central point is the ability to work with documentation, at present, this is competent work with a PC, as well as knowledge of legal and regulatory documentation. No less important are the personal qualities of the employee, this is, first of all, responsibility, secondly, the ability to learn, thirdly, this enterprise- the ability to work in a team, fourthly, the ability to organize your time, attention to detail.

1. Ability to competently work with the necessary documentation, materials.

The work of an accountant, first of all, is associated with maintaining documentation, as well as carrying out certain actions based on the received documentation. Regardless of the form of ownership and the applicable taxation system, the enterprise must have at least the following documents: cash book, payroll, general ledger, tax and financial statements, accounting registers, etc. Implementation of synthetic and analytical accounting, conducting postings, reporting, maintaining personal accounts, reconciliation of accounting, electronic accounting, etc. always carried out only with the necessary documentation.

Therefore, an accountant should be well versed in in large numbers documentation, competently use the necessary amount of information without loading yourself with unnecessary data, have a good understanding of those accounts that are used in the enterprise. All this will allow you to use your working time most efficiently, reduce the percentage of errors made.

Thus, an accountant is well aware of his rights, duties, responsibilities, he knows the necessary regulatory documentation and knows how to use this knowledge competently.

2. Clear knowledge of instructions, laws, Decrees.

According to job description The accountant should be guided in the work:

Laws, Decrees of the President of the Russian Federation, resolutions, orders executive bodies operating on the territory of the Russian Federation and related to the activities of the unit;

Orders, instructions and normative documents Bank of Russia (as well as Sberbank of Russia) relating to the activities of the unit;

Fundamentals of the economy, development prospects financially - banking sector and strategic directions of the company.

The accountant must know: Laws, Decrees of the President of the Russian Federation, resolutions, orders of the executive bodies operating in the territory of the Russian Federation and related to the activities of the Bank's accounting department, orders, instructions and regulations Central Bank RF and the Bank, concerning the work of the department, etc.

It must be noted that Russian legislation, which is contradictory and often changing, greatly complicates the work of accountants, so sometimes it is impossible to do everything right and errors in accounting and reporting are inevitable.

That is why such personal characteristics as the ability to learn and the ability to analyze information are very important, which will be discussed below.

Once again, I would like to note that knowledge of the legislative aspects related to accounting is necessary for any accountant in order to avoid certain errors.

Thus, the accountant has good legal knowledge in his field of work, knows the legal practice of resolving certain issues well.

3. PC skills.

At present, accounting for large enterprises is difficult to imagine without the participation of electronic computing systems. Each accountant included in this department of the organization must use the appropriate software in their work. Oriented in the problems and possibilities of automated information processing, knows how to use these opportunities in practice. The accountant is responsible for the incorrect operation of the software. In addition, the employee must quickly learn new software products, since the market software develops quite rapidly. It should also be noted here that software products should be aimed at the user, be understandable and as simple as possible to use.

4. Experience in the financial and banking system.

He is well versed in accounting and reporting, can give valuable advice in difficult situations.

This point is connected, first of all, with the fact that the position is quite responsible. An employee, before starting to perform his duties, must receive the necessary education and undergo training at the enterprise in the form of mentoring, briefing, gradual entry into the know, etc.

5. Ability to learn.

Learning, receptivity to new methods and technologies, the ability to apply new things in practice. Willingness to analyze one's achievements and shortcomings, look at familiar things with different eyes, wisely use someone else's experience. Orientation to systematic development. Desire and aspiration for self-development, improvement of the level of one's qualifications.

6. Ability to manage time.

This criterion is also quite important for the effective activity of the employee. The ability to prioritize, organize a plan of working time, sum up the results of the day, the ability to compare the planned with the actual, rationally use working time, bringing all daily operations to the end, not leaving the next day. The employee constantly finds an opportunity to rationalize the production process in his area of ​​work. Rationally uses his working day. He always does everything on time, always meets the deadline, and does not disturb others at all.

7. Self-confidence.

The duties of an accountant include independent execution work of increased complexity, a variety of information and technical work related to documenting information, analyzing and summarizing materials that are carried out independently, on the basis of general instructions. To be independent, you need to be confident in yourself. The accountant must work mostly independently.

He has good skills in solving typical production problems in his area of ​​work, making the best decisions almost automatically. Able to successfully perform the most complex tasks, copes with work of almost any complexity. Able to solve all issues related to his work, completely independently, without waiting for anyone's hints or instructions.

8. Analytical abilities.

The main tasks of the employee include the performance of work of increased complexity, requiring significant analytical work. Summarizes and analyzes the results of the work of subordinate institutions and prepares proposals for its improvement, within its competence. Important (especially for the chief accountant) is methodicalness, the ability to connect heterogeneous information, rationality, orderliness.

9. Respect for confidentiality.

The employee must comply with confidentiality requirements in accordance with the Bank's regulations. The accountant has access to a large volume important information, he keeps records of all transactions, ensures the storage of suretyship agreements, pledge agreements, loan agreements. For non-observance by the accountant (and supervised employees of the unit) of confidentiality, they are responsible.

10. Willpower, attention to detail.

An accountant must be attentive to detail and be thorough in the process of completing tasks. We associate willpower with the fact that work is to a certain extent monotonous. Sometimes, when writing reports and reports, quite a lot of willpower is needed to cope with the loads. Attention to detail will reduce the number of mistakes made, and mistakes, as you know, require additional time to correct them, and sometimes the intervention of colleagues and specialists for help and correction. Thus, the employee should not make serious mistakes in the work and reduce their number to a minimum.

11. Ability to work in a team.

It is very important to be able to maintain a climate of cooperation, follow the rules of behavior and communication of team members, and correct undesirable behavior of its members. The accountant works not only independently, but he also works in a team. Each of the accountants is responsible for certain operations, and often the work of one person depends on the performance of another specialist in his duties. The ability to come to the rescue in difficult situations, to clarify incomprehensible moments, to take on some of the responsibilities is valued in any team. Thus, the employee is able to win people over, find a common language with them and work in the same team. Team support is also important from the point of view of the adaptation of new employees.

12. Serious attitude to the duties performed, responsibility.

A very important skill. The position of an accountant is quite responsible, so the employee must approach the performance of his duties seriously. The work must be carried out in a timely manner and with high quality, the performance of the work must comply with the plans of the unit, meet the requirements. The employee must be disciplined, must perform accepted norms labor discipline. Responsible for the assigned tasks, perform their duties with high quality.

As we said earlier, this model of professional competence is not a description of all the abilities and properties that an accountant should have, only the fundamental characteristics are indicated.

Models of professional competence are developed on the basis of a deep study of the qualities inherent in average and highly professional workers in a particular area. As a result, these models do not reflect the qualities inherent in individuals, but rather, the qualities inherent in a class of people as a whole. In other words, none of the workers can have all the qualities that make up this model at the same time. More precisely, we can say that the properties of professionalism are qualities that are characteristic of a class of workers of a certain level, to one degree or another. But one should strive to match the competence model, each employee should develop in himself certain qualities necessary for more efficient use of his labor resources.

Table 1

Ability to competently work with the necessary documentation, materials
leadership level	Knowledge of the existing documentation at the enterprise, the ability to correctly use the available data, analysis and systematization of data obtained from various sources based on the documentation, filling out the documentation is done independently, already automatically, while the probability of errors should be minimal.
strong level	Knowledge of the necessary documentation, ability to work with any forms of documents, data analysis, competent filling of documentation.
a basic level of	Knowledge of the necessary documentation, ability to work with almost any form of documents, competent filling of documentation.
Clear knowledge of instructions, laws, Decrees
leadership level	He has extensive legal knowledge in his field of work, knows the legal practice of resolving certain issues well. Follows legislative changes in their field of work and in related fields. Analyzes and competently interprets legislative aspects.
strong level	He has good legal knowledge. He is well versed in laws, regulations, charters. He applies his knowledge in practice, monitors changes in legislation.
a basic level of	Has the necessary minimum legal knowledge. He is well versed in laws and regulations. He puts his knowledge into practice.
PC working skills
leadership level	Easily navigates the problems and practice of using automated information processing tools, knows how to effectively use the opportunities they present. Able to track changes in software and quickly master a new software product.
strong level	He is well versed in the problems and practice of using automated information processing tools, knows how to effectively use the opportunities they present, and can quickly adapt to new software.
a basic level of	Oriented in the problems and possibilities of automated information processing, knows how to use these opportunities in practice.
Experience in financial and banking system
leadership level	Has the necessary education, additional education has been received or the employee has undergone advanced training, work experience in the financial and banking system exceeds 5 years. He is well versed in accounting and reporting, can give valuable advice in difficult situations.
strong level	Received the necessary education, completed training at the enterprise in the form of briefing, mentoring, etc., has more than 3 years of experience in the enterprise of the financial and banking system. He is well versed in accounting and reporting, independently performs very complex operations.
a basic level of	He has received the necessary education, has practically no experience in the financial and banking system.
Ability to manage time
leadership level	Uses every minute of working time. Competently prioritizes, organizes the plan of his working time, competently sums up the results of the day, always meets the deadline. He always does everything on time, always meets the deadline, and does not disturb others at all.
strong level	Rationally uses his working day. Usually he does everything on time and meets the deadline, you can rely on him.
a basic level of	He does not always use his working time rationally. He does not always do everything on time, sometimes he does not meet the deadline, but in especially responsible cases he tries not to let others down.
Self-confidence, independence
leadership level	Able to solve all issues related to his work, completely independently, without waiting for anyone's hints or instructions. He realistically assesses his capabilities, is confident in his strengths and actions. He has excellent skills in solving typical production problems in his area of ​​work, making the best decisions almost automatically.
strong level	Basically able to solve most of the issues related to his work, on his own, without waiting for prompts or instructions. Sometimes he underestimates his abilities, rarely he is not sure of himself. He has good skills in solving typical production problems in his area of ​​work.
a basic level of	Can solve many issues related to his work, more or less independently. It happens that they do not believe in their own strengths enough, often underestimate their capabilities. Does not have sufficient skills in solving typical production tasks in his area of ​​work, he thinks where it is necessary to act automatically.
Analytic skills
leadership level	He can instantly grasp the essence of the issue, immediately understand what the matter is, he never gets confused in trifles. Summarizes and analyzes the results of the work of subordinate institutions and prepares proposals for its improvement, within its competence.
strong level	Able to highlight the main thing when considering a particular issue.
a basic level of	When considering a particular issue, he is not always able to highlight the main thing, gets confused in the details.
Ability to work in a team
leadership level	Ability to build a team and work in a team. Ability to maintain a climate of cooperation, follow the rules of conduct for team members. He has extensive experience and authority among colleagues. Polite and correct in relation to others, will not allow tactlessness in relation to others.
strong level	Able to find compromise solutions and resolve disagreements in a team. He always willingly helps his fellow workers, does not spare his time and effort for this. Quite polite and correct in relation to others.
a basic level of	It happens that little is considered with the interests of people working with him. He does not refuse to help his fellow workers if they turn to him. Sometimes he allows himself to be tactless in relation to other people, is not able to give a proper rebuff.
Serious attitude to the duties performed, responsibility
leadership level	Exceptionally strictly adheres to the established procedure for resolving certain issues, even in last resort will not violate it. Ready to take responsibility for your actions. Disciplined. Performs its duties well.
strong level	As a rule, he strives to adhere to the established order in resolving certain issues. Responsible for the performance of their duties. Disciplined. The work is quality.
a basic level of	It does not always adhere to the established procedure for resolving certain issues, finding justification for its violation. He is not always disciplined enough, there are mistakes, the work is not always done with high quality.

This model presents three levels of competencies: basic, strong and leadership levels. The competency model assumes that the leadership level includes the two previous ones. Employee improving his professional knowledge, skills and abilities, moves from one level to another. Improvement can be carried out through training and retraining of personnel, conducting trainings to develop certain competencies, acquiring direct work experience, etc. In our opinion, a good result can be considered the desire of employees to increase their level of competence, always striving for self-improvement. On the part of the organization, motivating factors material, social, etc. can be applied.

This model is intended to help officials gain a clearer understanding of the characteristics, professionally important qualities, personal characteristics characteristic of highly professional employees and, using a process of introspection, as well as cooperation with colleagues and line managers, develop an action plan aimed at improving the qualities commonly associated with high level professionalism.