In 2014, some amendments to the Russian Civil Code were made with respect to joint-stock companies (joint-stock companies). It was they who subsequently prompted the owners of such entities to change the legal form. Moreover, the process began to be carried out in favor of limited liability companies. This is due to the fact that a similar form has similar characteristics with a closed joint-stock company. However, in addition to this, it has a number of advantages of its own. How is the reorganization (transformation) of the company in the LLC? What are the features of maintaining all the necessary reporting? Are there any nuances?
Process specifics
The reorganization of a company into an LLC is a form of transformation of the company. When performing this procedure on the old platform of a previously existing legal entity, a completely new one with a different legal form of ownership is formed. And this means that all previous rights and, accordingly, obligations will certainly pass to the so-called assignee. In the Unified State Register of Legal Entities, the Unified State Register of Legal Entities contains data on the termination of activity of a closed joint-stock company, that is, the previous organization, and then new information is entered. As a result, a completely different company is formed with a different name and legal form. With all this, the absolute totality of rights and obligations is retained by the company and, as a result, is transferred to the new legal entity. When reorganizing a CJSC into an LLC, employees are not subject to dismissal, which means that they can continue to engage in the performance of their labor duties in the previous mode.
Nuances of re-registration of ownership
Reorganization of a company into a LLC is a relatively complicated procedure. There are two ways to carry it out. The first direction is to retrain into an open society. Since September 2014, it is possible to reorganize into a public joint-stock company (PJSC). Thus, resorting to the replacement of the name and, as a result, the public offering of shares and other securities of the company on exchanges.
To go the second way, you need to carefully study the procedural order. The reorganization of a company into an LLC can be carried out directly by transforming the organization. Moreover, the replacement of the legal form may occur not only at the LLC, but also at a business partnership or production cooperative (paragraph 2 of article 102 of the Civil Code of the Russian Federation).
It is also worth noting that from September 1, 2014, the possibility of reprofiling the organization's activities as non-profit was abolished.
General procedure
CJSC may be reorganized into LLC. The company is recognized as reformed only after entering information in the register. Moreover, the data should be registered both about the previous legal entity - a closed joint-stock company, and about the new legal form - a limited liability company.
The state registration of LLC resulting from the reorganization is carried out at the location of the company.
The procedure itself is carried out according to the following scheme:
- A decision is being formed on the transformation of the legal form of the enterprise.
- The registration authority is notified.
- Provides data on the reorganization of the company to the tax authority located at the location of the organization.
- Entered data on the operation in the Bulletin of state registration.
- Information from the PF (Pension Fund) is accepted and analyzed, again at the location of the company;
- A new legal entity of the company is officially drawn up.
The price of the procedure
If we are talking about the registration of the amendments in the constituent documentation (form No. 13001: name, bringing the code of rules into the required form), then the state registration authority is not required to collect tax. This rule is spelled out in paragraph 12 of Article 3 of the Federal Law-99.
Regarding the reorganization (transformation) of a closed joint-stock company into a LLC, it is worth noting that in such circumstances, the owner agrees to pay tax to the state. Consequently, the cost of such a conversion to the IFTS (Inspectorate of the Federal Tax Service) will amount to 4 thousand rubles. This amount includes directly state duty and other additional costs. For example, for notary services and extracts from the register.
Reorganization of a CJSC into a LLC: tax reporting
As practice shows, and the Tax Code of the Russian Federation states, there are simply no special conditions and delays in submitting reports to government bodies for the reorganization of a company. All necessary documentation and payment of tax deductions is carried out in the process of re-registration of the company within the deadlines established by the legislation of the Russian Federation. One caveat - if the reorganization of a closed joint-stock company into a limited liability company ceases before the end of the tax period, then all information is submitted until the organization is abolished. If this condition is not met by the owner, then all tax obligations and the delivery of the required documentation is assigned to the new legal entity - LLC. In this case, the owner will need to reflect in the reporting not only operations after the reorganization, but also all previous ones. However, statements on 2-personal income tax must be submitted before the liquidation of the company.
Simplified reform scheme
A simplified reorganization of the company into an LLC was established at the legislative level on September 10, 2014 in the city of Moscow. The following documents must be submitted to the Ministry of Finance and the Tax Service:
- appeal (form P12001);
- charter of a new legal form (2 copies);
- accounting document confirming the payment of state tax in the amount of 4 thousand rubles;
- statements confirming the fact of the procedure.
The reorganization of a company into a LLC is a complex and multi-stage procedure, which is carried out relatively quickly. However, everything will go so smoothly only in case of full compliance with the legislation of the Russian Federation, timely provision of all necessary reports and payment of tax deductions.