1. Assets and obligations of the Party 1 are reflected in the balance sheet, a report on financial results, applications for them. Decoding to the accounting items are given in an explanatory note.

2. Inventory of assets and liabilities, as well as the off-balanced property of the Party 1, held as of "___" ________ ____

3. The total balance value of the transmitted assets as of "___" ________ ____ is ________ (__________) rubles.

Balance accounts residues in the context of nomenclature positions, counterparties and other analytics are given in Appendix No. 1 to the transfer act.

4. All obligations on calculations with creditors are moving to the side 2 as a successor.

Balanced account balances in the context of each obligation, counterparties and other analytics are given in Appendix No. 2 to the transfer act.

5. List of transmitted documentation:

5.1. Financial statements.

5.2. Vedomosti and accurate Vedomosti inventory of property and obligations of Party 1.

5.3. Primary accounting documents on material values \u200b\u200b(acts (overhead) acceptance and transfer of fixed assets, material and industrial stocks, etc.), lists (inventory) of other property to be acceptable during isolation.

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5.4. Originals of contracts concluded 1.

5.5. List of claims, lawsuits and executive documents submitted to the party 1.

5.6. Copying acts with counterparties side 1 at the last reporting date.

5.7. Acts of verification with the budget side 1 at the last reporting date.

5.8. Personnel documentation Parties 1 according to Appendix No. 3 to the transfer act.

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5.9. Other documents of the Parties 1 according to Appendix No. 4 to the transfer act.

6. Party 1 transmits the side 2 all rights and obligations on the above agreements as of "___" ________.

Information about the succession for obligations contested by third parties:

Assets and obligations transmitted from side 1 to the side of 2 under this act are confirmed by accounting documents submitted in the annexes.

Parties confirm that Party 2 is a successor of Part 1 for all obligations in relation to all its creditors and that all lenders of Parties 1 are notified in writing on the reorganization in the form of allocation.

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Transmission act when reorganization (download sample)

Transmission Act during reorganization - a document legally confirming the reorganization of the company. Periodically, a particular company has a need for reorganization. At the current moment, there is no unified adopted form of a transmission act during reorganization. Consider the main aspects of the formation of the document.

If one of the forms of reorganization is carried out: merging, conversion and absorption. When absorbing the act is drawn up only by the attached company.

Transmission act during reorganization. Features of registration

Civil Code and other legislative acts indicate the main points of registration. Now we will try to make some clarity for you. The most relevant is the question of what is needed by a transmission act during the reorganization of the company?

It was in the transfer act that all the obligations of the organization in front of creditors and suppliers will be reflected, because when conducting a reorganization, they persist.

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This issue is particularly relevant for companies that have obligations to buyers. For example, a contract for the sale of certain goods. It should be noted that all obligations must be included in the transmission act, regardless of whether the judicial dispute was or not.

The transmission act during reorganization also includes those rights and obligations that were established after the compilation of the act, if it has not yet been confirmed in state registration. The tax inspectorate may refuse to reorganize the company if there is no fact of transferring rights and responsibilities in the transfer act. Also, the company's reorganization has the right to refuse if the information is not provided for the implementation of state registration.

In the gearbox, you must specify the following sections:

• Document name, date of compilation.
• Assets, liabilities and other property of the company that is subject to reorganization (one of the most important sections).
• The amount of assets and liabilities.
• Applications where the decoding of assets and liabilities is indicated, including debt to creditors and debtors.
• Signatures of the leaders of the organization.

The company's participants or the authorized body must approve the compiled form, where the decision to reorganize the company is indicated. Approval of the act is due to the owner of the property or under the collective decision of shareholders. Signs this document by the head of the organization.

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download

Sample, shape of the transfer act during reorganization

Sample, shape of the transfer act in the reorganization of a legal entity in the form of conversion

Sample, shape of the transfer act in the reorganization of a legal entity in the form of conversion

Transmission act during reorganization in the form of conversion

General Meeting of Shareholders CJSC "______________"

protocol N _______ from "___" ____________ ___

______________________ "____" _______________ ____

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CJSC "___________" in the face of ________________________, acting ___ on the basis of _______________, on the one hand, and ___________________ in the face of ________________, acting ___ on the basis of ________________, on the other hand, the present act is that in accordance with Art. 58, 59 of the Civil Code of the Russian Federation and the decision of the General Meeting of Shareholders of CJSC "______" from "__" ______ ___, about reorganization in the form of transformation, all rights and obligations of CJSC "________" are transferred to the newly created _____________, namely:

Decision on the establishment (creation) of society.

The Charter of the Company, changes and additions made to the Charter of the Company registered in established by the Federal Law "On the State Registration of Legal Entities and Individual Entrepreneurs" Procedure, Certificate of State Registration of the Company.

Documents confirming the rights of the Company on property on its balance sheet.

Decisions on the release (additional release) of securities, changes and / or additions to the decisions on the release (additional release) and reports on the results of the release of additional issues) of securities registered in the prescribed manner by registering authorities.

Domestic documents of the Company (in accordance with the list of model management documents generated in the activities of organizations, indicating the storage time approved by the Federal Archival Service of Russia 06.10.2000).

Annual reports of society.

Accounting documents (over the past five years preceding the approval date of this Act).

Reports of independent appraisers.

Accounting documents (accounting balances, profit and loss statements, annexes to the financial statements provided for by the regulatory acts of the Russian Federation, audit conclusions confirming the accuracy of accounting reporting, explanatory notes).

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Protocols of general meetings of shareholders (shareholder decisions, which is the owner of all voting shares of the Company), the Audit Commission (Auditor) of the Company.

Protocols meetings of the collegial executive body of the Company (Board, Directorate), solutions of the sole executive body of the Company (director, general director).

Lists of persons entitled to participate in the General Meeting of Shareholders, eligible for dividends, as well as other lists compiled by the Company for the shareholders of their rights in accordance with the requirements of the Federal Law "On Joint-Stock Companies".

Conclusions of the Audit Commission (Auditor) of the Company, state and municipal financial control bodies.

Finds of the Company's documents transferred to permanent storage in the archive of the Company.

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Acts on the allocation of documents of the Company with an expired storage term for destruction.

2.1. Active _______________ thousand rubles.

Cash _______

Other debtors _______

Accounts payable _______

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3. ____________________________ is the successor of CJSC "_________" for all its rights and obligations, with respect to all of its creditors and debtors, including obligations challenged by the parties.

GL Accountant: ______________ ch. accountant: ______________

How to reorganize a budgetary institution by accession

Reorganization processes may affect not only private firms - they can also be carried out in institutions located on the balance of state.

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The accession procedure can be applied if the number of budgetary organizations or their branches is planned, as well as to enlarge the existing structures.

Used in relation to legal entities, the reorganization mechanism at the level of budgetary institutions has its own specifics, which is disclosed in detail in this article.

Basic information

The state decides on the reorganization of individual institutions funded from the budget to optimize their costs, deleting unnecessary units, control optimization.

Unreasonably a large number of branches, bloated management apparatus, the removal of non-core departments - all these issues within budget institutions are able to solve reorganization.

Its application is due to two main reasons:

One of the most common reorganization procedures at the level of budgetary institutions is accession, which leads to the elimination of some organizations and the consolidation of others.

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It should be emphasized that the decision to carry out reorganization activities is made by federal or regional authorities, depending on whether this establishment is consisting of a whose balance.

What it is

The reorganization of the budgetary institution in general involves the termination of its activities as a legal entity, after which all its rights, assets, debts, duties go to another organization (new or existing).

In this regard, its difference from elimination, in which business disappears irrevocably (ch. 3 FZ-7).

For budget organizations, the reorganization of the institution by accession can be considered as the procedure for the termination of the existence of one or several structures, which implies the transfer of their assets, the rights and obligations of the organization, part of which they become.

Most often in this case, minor institutions or branches are joined by a major organization (Art. 16 FZ-7).

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It is important to remember that the processes take place within the joint:

For what purpose is carried out

By deciding on the accession of budget organizations, federal or local authorities, as a rule, pursue one of the following goals, in particular:

1. Elimination of excessive fragmentation within the industry institution (removal of unnecessary departments and branches.
2. Reduction of the number of control apparatus.
3. Formation of large structures with a wide range of activities.

In general, within the framework of the reorganization, the costs of maintaining unnecessary structures and remuneration to managers, as well as the optimization of the work of the institution.

Legal regulation

Questions relating to the reorganization of budgetary institutions are governed by the civil law of the Russian Federation.

What are the forms of reorganization of legal entities, read here.

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In addition, it is important to understand that the standard accession procedures, mergers, transformations provided for legal entities are not applicable here - it is about non-commercial organizations.

In general, the legal basis for the implementation of the joining of budgetary organizations form:

After the reorganization of the organization is completed, it will be necessary to make a new legal entity in the register. This question discloses FZ-129 in detail.

Reorganization of a state institution by joining

Nowadays, Russian authorities are seriously engaged in an increase in the efficiency of budgetary organizations.

They conduct their functional analysis on the basis of which they often decide on the reorganization of the entire institution or its part.

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Reorganization activities are affecting institutions of education, culture, health care, while pursuing the cost reduction and optimizing the implementation of the functions assigned to the structure.

In general, the process of joining the budget organization involves:

• the consolidation of one unit;
• the elimination of others by influencing them into a larger structure.

It reminds a similar nature of the procedure occurring at the level of commercial firms, but also has its own specific features.

Step-by-step instruction

The process of joining one or more budgetary organizations to another can be represented as such a sequence of stages:

Unlike economic societies, where the decision on the reorganization is made out by the founders who have created this business, with budget organizations somewhat different.

Here, the decision is made directly by the Government of the Russian Federation (Decree of the Government of the Russian Federation No. 71).

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This strictly regulated process is carried out as follows:

• The federal or local executive body, in the conduct of which the budgetary institution is being prepared.

1. Objectives of reorganization.
2. Number of staff.
3. The size of the appropriation from the budget for the content of the structure under consideration.
4. Terms and date of procedure.
5. The monitoring process of reorganization organ created on the basis of the Institution (Commission).
6. Source of means for events.
7. Organizations to which institutions will be joined.

• a ready-made decision is consistent with the Ministry of Economic Development of the Russian Federation, the Ministry of Internal Affairs of the Russian Federation and the Ministry of Finance of the Russian Federation;
• in the event of the availability of controversial issues related to the assets of the budget organization in the reorganization procedure, the Federal Property Management Agency is involved;
• detailed documents examined and approves during his meeting the government.

After the decision on reorganization is made, notifying activities.

In the circle of structures that let emails are sent to the reorganization of the budget institution include:

• the authority that conducts the state registration of the organization issued it a testimony and introduced to the EGRUL (Art. 60 of the Civil Code of the Russian Federation). Such, as a rule, acts as a tax office in the person of its regional division. Send her a letter will be required within 3 days from the date of the approval of the decision of the Government of the Russian Federation.
• lenders who having received a notification have the right to request from an acceded organization early repayment of debt or reissuing the contract. It is necessary to implement this event within 5 days from the date of decision (Article 13.1 of the FZ-129).
• the general public for which the official communication is published on the reorganization of the budget institution in the "Bulletin of the State Registration". This is necessary for 2 months before the start of the reorganization of the budget institution (FZ-129).
• extrabudgetary funds, including the FIU, FSS and the FOMS on reorganization as well as tax notify within 3 days. Since we are talking about accession, these organizations begin to consider the transfer of payment of contributions of an associated organization (Art. 28 FZ-212).
• employees of the budget institution are notified in writing and under the painting 2 months before the start of reorganization. At the same time, they have the right to quit for this period on their own will, in view of their reluctance to work in an integral organization. The same who wishes to remain subsequently entered records of translation into a different organization in employment records (Articletrices of the Russian Federation).

Drawing up a gear ratio

Since in the process of accession, assets, liabilities, debts are transferred from some budgetary institutions to another for the rights of succession, this is issued in the form of a gear radiation (Article 58 of the Civil Code of the Russian Federation).

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This document is essentially an annual accounting statements of joined organizations with a certificate of transmission act of accounting wiring (instructions of the Ministry of Finance of the Russian Federation No. 128-H).

Attached budgetary institutions are excluded from the Incorporation, and a new information is made to the registry relative to the joining organization.

At its basis, a new registration certificate is issued (FZ-129). This ends the reorganization process.

Drawing up a gear ratio

An important document in the process of joining budgetary institutions is a transmission act.

In the course of its compilation, the following rules are followed (st.GK RF):

1. The annual reporting of the associated organizations is taken from which information about assets, capital, obligations are issued.
2. Wirings are compiled, which certify the act of succession.
3. To form a transmitter act is permitted only after the complete completion of calculations with creditors and debtors.

When reorganizing a budgetary institution in the form of posting joining the following general schemes are built on the basis of the following general scheme:

Transmission Act approves the Government of the Russian Federation. On its basis, assets and liabilities are transferred to the balance of the attachment budget organization.

SOLUTION OF PERSONNER QUESTIONS

The joining of the budget organization cannot act as a basis for the dismissal of personnel, since the principle of succession (Article 75 of the Labor Code of the Russian Federation) is valid.

However, the following events will be committed:

1. 2 months before the reorganization of all employees, it is necessary to notify about such a decision under the painting;
2. During the two-month period, the employee has the right to quit from the organization at his own request;
3. With other employees, contracts are renewed, as the name of their employer changes.

When renewed contracts, a change in the basic conditions for the interaction of workers and the employer (Article 77 of the Labor Code of the Russian Federation) is unacceptable.

If by merging

When the reorganization of the budget institution is carried out by merging, then the details of the procedure are somewhat changing, namely:

Step-by-step instructions for reorganization in the form of joining in 2017, learn from the article: read here.

All about reorganization by allocating a new legal entity, see here.

The procedure for joining budgetary organizations almost completely repeats a similar process at the level of a commercial company.

Distinctive features include decision-making from the federal and local authorities, as well as its approval by the Government of the Russian Federation.

Under the control of state bodies, the process of repayment of debts to creditors and the transfer of property, which is part of state or municipal ownership.

Sample of the transfer act during reorganization in the form of an attachment

Here you can download a free sample of the transfer act when reorganization in the form of joining, relevant for 2018. This document was drawn up by qualified lawyers and fully complies with the norms and laws of the Russian Federation for legal entities.

If you have any questions or you need help in filling / adapting a document under your organization, then our duty lawyer online is ready to promptly advise you.

How to reorganize the budget institution

Currently, in Russia, it is actively looking for ways to improve the efficiency of the organization and functioning of the system of budgetary institutions.

The main activities in the region under consideration were identified by another concept of reforming the budget process in the Russian Federation in the Russian Federation, approved by the Decree of the Government of the Russian Federation of 05/22/2004 No. 249. In particular, in accordance with the concept, it was assumed to carry out deep transformations aimed at clarifying the legal capacity of budgetary institutions.

Reorganization of budgetary institutions (along with such measures such as the liquidation and reservoir of the part of budget recipients, attracting organizations of various organizational and legal forces to the provision of state (municipal) services, etc.), it is seen by the developers of the above-mentioned concept with one of the ways to resolve existing problems.

This material will consider the procedure for the reorganization of the budget institution. Including we will focus more on the preparation of documentation, the issues of succession and hidden nuances arising in the reorganization process.

Legal bases of reorganization

The legal foundations of the reorganization of legal entities are established by the provisions of part of the First Civil Code of the Russian Federation (hereinafter - the Civil Code of the Russian Federation). In particular, Art. 57 of the Civil Code provides for the possibility of reorganization in the form of merging, accession, separation, allocation, transformation.

The indicated concepts should be distinguished:

Conversion is a change in the legal entity legal entity;

The merger is the termination of two or several legal entities and education on their basis of a new legal entity;

Accession is the termination of two or several legal entities and the transition of their rights and obligations to another existing legal entity;

Allocation - the creation of one or more legal entities to which part of the rights and obligations of the reorganized legal entity without termination;

The separation is the cessation of a legal entity, when all of its rights and obligations go to newly created legal entities.

In accordance with paragraph 3 of Art. 120 Civil Code of the Russian Federation The peculiarities of the legal status of certain types of state and other institutions are determined by law1 and other legal acts2.

Due to the fact that the institution is a non-profit organization (i.e. the organization created to achieve social, charitable, cultural, educational, scientific and management goals, in order to protect the health of citizens and for other purposes), the provisions of the federal Law 01/12/1996 No. 7-FZ "On Non-Profit Organizations" (hereinafter - the Law 7-FZ). In particular, the institution can be transformed into a fund, an autonomous non-profit organization, a business society.

The transformation of state or municipal institutions into non-profit organizations of other forms or economic society is allowed only in cases established by law (paragraph 2 of Art. 17 of the Law7-FZ).

Finally, it should be borne in mind that in the reorganization of a legal entity to be applied and other regulatory legal acts of the Russian Federation. In particular, the state registration of the organization arising from the reorganization, and entering into a single state register of legal entities (hereinafter - the EGRUL) records of the termination of the reorganized organization are carried out in the manner prescribed by the Federal Law of 08.08.2001 No. 129-FZ "On State Registration legal entities and individual entrepreneurs "(hereinafter - Law No. 129-FZ).

The procedure for conducting reorganization activities

Let us give a standard algorithm for the transformation of the budget organization on the example of a federal institution. Immediately, we note that all of the underlying facilities are in the jurisdiction of the constituent entities of the Russian Federation and local government bodies. So, if the institution intends to reorganize, the passage of the following steps is required.

According to paragraph 1 of Art. 57 of the Civil Code of the Russian Federation, the reorganization of a legal entity can be carried out by decision of its founders (participants) or a legal entity authorized by the constituent documents.

In accordance with paragraph 1 of the Decree of the Government of the Russian Federation of February 10, 2004 No. 71 "On the establishment, reorganization and liquidation of federal state institutions", the decision on the reorganization of federal state institutions is adopted by the Government of the Russian Federation. Projects of these decisions prepare the federal executive bodies, which are entrusted with coordination and regulation of activities in the relevant industry, in coordination with the Ministry of Economic Development of the Russian Federation (Ministry of Economic Development), the Ministry of Health and Social Development of the Russian Federation (Ministry of Health and Social Development) and the Ministry of Finance of the Russian Federation (Ministry of Finance of Russia).

The draft decision of the Government of the Russian Federation on the reorganization of the federal state institution should include the subject and goal of the activities of the institution, as well as the limit number of employees and the amount of allocations for the maintenance of the reorganized institution within the funds provided for these purposes in the federal budget.

In addition, in accordance with paragraph 2 of the emails of the Ministry of Finance of Russia of 16.06.2003 No. / "On the procedure for the reorganization and liquidation of federal executive bodies and federal institutions and the reflection of these procedures and their results in the execution of the federal budget and in the accounting and reporting of institutions "(Hereinafter referred to as letter No. / 08-176) in such a decision should be reflected:

Grounds for making a decision on the reorganization of the body or institution;

The date on which the organ or institution is reorganized;

Deadline for reorganization activities;

Creation of a body (commission) authorized by the founder for reorganization with the appointment of the Chairman of the Authority (Commission) in the reorganization of the body or institution;

Source of financing costs related to reorganization;

The list of bodies or institutions that are transferred to functions, rights and obligations, assets (financial and non-financial) and obligations (hereinafter - assets and obligations) of the reorganized body or institution3.

If necessary, specified decisions reflect issues related to the transfer of property of the reorganized institution of the Federal Property Management system.

The procedure and terms of the abolition of the body (commission) authorized to reorganize are determined by the legal act of the founder, and in the case of the reorganization of the federal executive body - the order of the Government of the Russian Federation. At the same time, the body (commission) authorized to reorganize cannot be abolished until the transfer or separation balance sheet decorated in the prescribed manner (clause 4 of Letters No. / 08-176).

Registering authorities. Art. 60 of the Civil Code establishes that a legal entity within three working days after the decision of the decision on its reorganization is obliged to report in writing to the authority that carries out the state registration of legal entities (i.e. the tax authority at the location of the institution), on the start of the reorganization procedure With an indication of which form it is reorganized. If two or more legal entities participate in the reorganization (for example, when merging), such a notification sends a legal entity, the last decision on reorganization or a decision on reorganization. The same position contains paragraph 1 of Art. 13.1 of Law No. 129-FZ.

The form of notification is given in the letter of the Federal Tax Service of the Russian Federation of January 23, 2009 No. MN-22-6 / [Email Protected] "On the issue of entering the Unified State Register of Legal Entities record about finding a legal entity in the reorganization process."

Based on the notification of the notification, the body that carries out the state registration of legal entities contributes to the register that a legal entity (legal entities) is (located) in the reorganization process (paragraph 1 of Article 13.1 of Law No. 129-FZ).

In accordance with sub. 4 p. 2 art. 23 parts of the first Tax Code of the Russian Federation (hereinafter referred to as the Tax Code of the Russian Federation), taxpayers are obliged to report in writing to the tax authority at the location of the Organization on its reorganization or liquidation within three days from the date of the adoption of such a decision. Such a message is sent in shape C-09-4 ("Report on the reorganization or liquidation of the organization"), approved by order of the Federal Tax Service of Russia dated 21.04.2009 No. MM-7-6 / [Email Protected]

Thus, the reorganized institution should be sent to the tax authority and notification of the reorganization, provided for by Article 60 of the Civil Code of the Russian Federation, and the corresponding message according to the Tax Code of the Russian Federation. Moreover, both documents are sent within a three-day period from the moment of deciding on reorganization.

Lenders. Special attention in the reorganization of a legal entity Civil legislation pays for the establishment of guarantees of the rights of creditors of the reorganized person. According to paragraph 2 of Art. 13.1 of Law No. 129-ФЗ Reorganized legal entity within five working days after the date of the direction of the notice of the beginning of the reorganization procedure into the body carrying out the state registration of legal entities, is obliged to notify the lenders known to him about the beginning of the reorganization. This notification is drawn up in arbitrary form.

MEDIA. After making an entry records about the start of the reorganization procedure, the reorganized legal entity twice in between once a month places in the media, which publishes data on state registration of legal entities, notice of its reorganization. Currently, data on state registration of legal entities are published in the Journal of State Registration Bulletin 4.

If two or more legal entities participate in the reorganization, then, as if the tax authority is notified about the start of the reorganization procedure, the notice of reorganization publishes a legal entity, the last decision on reorganization, or a decision on reorganization, and does this on behalf of all participating in Reorganization of legal entities. The reorganization notification indicates information about each participating in reorganization, created (continuing) as a result of the reorganization of a legal entity, the form of reorganization, describes the procedure and conditions of the application by creditors of their requirements, as well as other information provided for by law.

Extrabudgetary funds. In accordance with sub. 3 p. 3 Art. 28 of the Federal Law of July 24, 2009 No. 212-FZ "On Insurance Contributions to the Pension Fund of the Russian Federation, the Fund of Social Insurance of the Russian Federation, the Federal Fund for Compulsory Medical Insurance and Territorial Funds of Mandatory Medical Insurance" (hereinafter - Law No. 212-FZ) Insurance Payers Contributions are obliged to report in writing to the control agency for the payment of insurance premiums at the location of the organization on the reorganization or liquidation of the organization within three days from the date of the adoption of such a decision. The notification of the upcoming reorganization sent to extrabudgetary funds is also drawn up in an arbitrary form, but necessarily on the form of the institution with the signing of an authorized person and station. You can submit such a message directly (personally) or by mail by registered letter with a notice of delivery.

Employees. In the process of reorganization activities, appropriate changes are made to the documents related to the work (employment contract, labor card, personal card for the form T-2). Since the essential conditions of the employment contract are changed, notifications about changing such conditions to send the employee in the manner prescribed by Art. 74 TK RF.

The notice of employees is drawn up in an arbitrary form and awarded an employee personally for receipt, or it is sent at its place of residence by registered letter with a notice of delivery. This is necessary to do this no later than two months before the change in the essential conditions of the employment contract (Part 2 of Art. 74 of the Labor Code of the Russian Federation).

In addition, Part 5 of Art. 75 of the Labor Code of the Russian Federation establishes that the change in the jurisdiction (subordination) of the organization or its reorganization (merger, accession, separation, allocation, transformation) cannot be the basis for termination of employment contracts with employees of the organization, and therefore no notifications are required to direct. In such cases, employees are simply made in the prescribed order in the prescribed manner.

3. Transmission (separating) balance

According to Art. 58 and 59 of the Civil Code of the Russian Federation after the completion of all settlements on assets and obligations, but no later than the founder established by the founder of the expiration of reorganization activities, the institution authority authorized for reorganization is:

When connecting, merging or transformation is a transmitter;

When allocating or dividing budgetary institutions is a dividing balance.

The transmission or separation balance on the reorganizable body or institution is drawn up in the amount of forms of annual financial statements established by the Ministry of Finance of Russia in Instructions No. 128N, and should contain provisions on the succession for all obligations of a reorganized legal entity in relation to all its creditors and debtors, including obligations contested Parties.

Further, the transmission or separation balance and acts of acceptance and transfer of assets and the obligations of the reorganized institution are represented by the founder, and in the case of the reorganization of the federal executive body - the Ministry of Finance of Russia, the institution that the functions, the rights and obligations of the reorganized institution (clause 4 of Letters No. / 08- 176), and in the bodies of the Federal Treasury or body carrying out the cash maintenance service of the relevant budget in the prescribed manner (clause 278 of Instructions No. 128N).

The transmission act and the dividing balance are approved by the founders (participants) of a legal entity or the body that made the decision on the reorganization of legal entities, and are submitted together with the constituent documents for the state registration of new legal entities or amending the constituent documents of existing legal entities. Failure to submit along with constituent documents, respectively, the transfer act or separation balance, as well as the lack of provisions in them on the obligations on the obligations of a reorganized legal entity, entail a refusal to state registration of newly emerged legal entities.

The data of the transfer or separation balance, as well as the volumes of budget liabilities, financing volumes, cash and actual expenses of the reorganized body or institutions are reflected in the date of the end of the reorganization in the main book and accounting registers, as well as in the accounting reporting from the beginning of the year newly created or host bodies from the beginning of the year or institutions that have been transferred to the functions, rights and obligations of the reorganized body or institution.

4. Completion of reorganization events

One of the most significant stages of reorganization are the registration procedures implemented in accordance with Law No. 129-FZ. According to paragraph 4 of Art. 57 of the Civil Code of the Russian Federation, it is from the moment of state registration a legal entity is considered reorganized.

As a rule, the state registration of legal entities created by reorganization is carried out by the registering bodies (divisions of the Federal Tax Service of the Russian Federation) at the location of reorganized legal entities (clause 1 of Article 15 of Law No. 129-FZ). The exception is the case of termination of an affiliated legal entity, when registration is made by the authorized body at the place of finding a legal entity to which the connection is carried out (clause 3 of Article 17 of Law No. 129-FZ).

Use when registering a budgetary institution forms approved by the Decree of the Government of the Russian Federation of April 15, 2006 No. 212 "On measures to implement certain provisions of federal laws regulating the activities of non-profit organizations" (in particular, f. RN0002 "Statement on state registration of a non-profit organization created by reorganization "And f. RN0009" "Application for termination of an affiliated non-profit organization", etc.) erroneously.

According to paragraph 5 of Art. 1 of Law No. 7-FZ, the effect of this law does not apply to state authorities, other state bodies, local governments, as well as state and municipal institutions, unless otherwise established by federal law. In this regard, for state registration of a state or municipal institution, forms are used approved by the Decree of the Government of the Russian Federation of 19.06.2002 No. 439 (hereinafter referred to - Resolution No. 439), for example, a form of an application for state registration of a legal entity created by reorganization (Form N R12001) . The completion of the forms given in the Resolution No. 439 approved by order of the Federal Tax Service of the Russian Federation of 01.11.2004 No. SAE-3-09 / [Email Protected] "On methodological explanations to fill the forms of documents used in state registration of a legal entity and an individual entrepreneur."

Depending on the form of reorganization, the composition of the documents, which the reorganized organization should provide to the registering authority (see Table).

List of documents provided by a reorganized organization to the registering authority with various forms of reorganization

Transformation, merger, separation, selection (Article 14 of Law No. 129-FZ)

Attachment (clause 3 of Art. 17 of Law No. 129-FZ)

2) the constituent documents of each newly emerging legal entity created by reorganization (originals or certified copies);

3) the decision to reorganize a legal entity;

4) a merger agreement in cases provided for by federal laws;

5) Transmission Act or Dividing Balance;

6) document on the payment of state duty.

7) A document confirming the submission to the territorial body of the Pension Fund of the Russian Federation information provided for by the Pension Legislation of the Russian Federation.

2) the decision to reorganize a legal entity;

3) an agreement on accession;

4) Transmission Act.

It should be remembered that the moment of state registration entails the termination / emergence of a number of rights and obligations of the reorganized institution.

As indicated in a letter No. / 08-176, during the work of the body (commission) authorized to reorganize, the reorganized body or the institution presents accounting reports on time and in the amount identified by regulatory acts established by the Ministry of Finance of the Russian Federation. Thus, before the date of state registration, all operations related to the current activities of the institution are reflected in the accounting records of the budget institution.

Before making registration records to the Unified State Register of Legal Entities, the reorganizable institution performs responsibilities for paying taxes and fees. The specified follows from the provisions of Article 50 of the Tax Code of the Russian Federation. However, the reorganization of the legal entity does not change the timing of the fulfillment of its obligations on the payment of taxes by the legal entity (successors) of this legal entity (paragraph 3 of Art. 50 of the Tax Code of the Russian Federation).

Until the date of state registration and making appropriate records, the Reorganizable Institution is performed by the payment of insurance premiums in extrabudgetary funds, which is confirmed by paragraph 4 of Article 10 of Law No. 212-FZ, in accordance with which the organization has been eliminated or reorganized until the end of the calendar year The last estimate for it is the period from the beginning of this calendar year to the end of the elimination or reorganization. In reorganizing the payer of insurance premiums, the payment of insurance premiums and the presentation of settlements on accrued and paid insurance premiums is carried out by its successor or successors (paragraph 16 of Art. 15 of Law No. 212-ФЗ).

According to paragraph 6 of Art. 23 of the Federal Law of 10/22/2004 No. 125-ФЗ "On Archive District In the Russian Federation" in the reorganization of state and municipal organizations, archival documents in an ordinary condition are transferred to successors of reorganized organizations (sub. 6, Article 23 of Law No. 125-FZ). In particular, the former employer is obliged to transfer not only property, but also documentation, including by the appropriate transfer act of employees, personal cards for the T-2 form, etc., and so on.

In the reorganization of state and municipal organizations by dividing or allocating from their composition of one or several organizations, the conditions and a place for further storage of archival documents are determined by the founders of these organizations or by bodies authorized by the constituent documents, in coordination with Rosarhiva (clause 6, 7 of Art. 23 ).

And, finally, as mentioned above, federal laws may establish certain features of the reorganization of certain types of institutions (for example, the procedure for licensing and accreditation of reorganized legal entities5).

1.Sm. For example: Art. 34 of the Law of the Russian Federation of July 10, 1992 No. "On Education", Art. 31 of the Federal Law of 26.05.1996 No. 54-FZ "On the Museum Fund of the Russian Federation and museums in the Russian Federation", Art. 18 of the Federal Law of 03.11.2006 No. 174-FZ "On Autonomous Institutions" and DR

2.cm. For example: Section VI of the Charter of the Federal State Institution "State Registration Chamber under the Ministry of Justice of the Russian Federation", approved by the Order of the Ministry of Justice of the Russian Federation of November 16, 2005 No. 220.

3. P. 12 Letters of the Federal Tax Service of Russia dated January 23, 2009 No. MN-22-6 / [Email Protected] "On the issue of entering the Unified State Register of Legal Entities record about finding a legal entity in the reorganization process."

4. Recommendation of the Government of the Russian Federation of 19.06.2002 No. 439 "On approval of forms and requirements for issuing documents used in state registration of legal entities, as well as individuals as individual entrepreneurs."

5. See paragraph 2 of Art. 34 of the Law of the Russian Federation of July 10, 1992 No. "On Education".

head of Legal Department, Member of the Association of Lawyers of Russia, Moscow

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The transmission act during reorganization in the form of joining is necessary to fully reflect the obligations of the joining organization with counterparties. It is on his foundation that they all go to the new company. But this is not independent paper. It is an application to the contract of two (or more) participants about accession.

Files 2 files

Absolutely all obligations must be included in the act, even if the company's management is not in accordance with some of them, and on this occasion is a trial.

Composite parts of the document

The transmitter act is one of the applications to the contract of several parties. It is arranged in the same principles according to which most of this kind of paper is issued. The present sample contains all the necessary and sufficient information. The act is read from top to bottom:

• In the upper right corner of the paper there is a note on the approval of the document by the solution of the only participant or by the Resolution of the General Assembly. In any case, in links to these documents, you must prescribe their date and number.
• Name of the act. The main contract must be mentioned here, listed the name of the legal entrepreneur and the joining legal entity.

• The decision is prescribed on the adoption of liabilities and assets of one organization another.
• A single balance sheet value is presented in a separate number at the beginning of the gear ratio. It is usually calculated by an organization accountant, deducted from the general receivables payable. It can be both positive and negative.
• Listing the structural composition of assets and liabilities. It includes: fixed assets, material and industrial reserves, cash on the bank account in the bank and in the checkout, short-term financial investments, calculations with debtors and creditors.

In addition, several applications usually make up to the transmission act. They correspond to the articles of the structural composition of the assets and liabilities of the company. They lists all that there is in the company's accounts, in its property (separately what applies to fixed assets, and separately - to financial investments).

Also, through a separately attached application, the figures of financial relations with counterparties are prescribed: how many organizations should, how much is the organization.

Legal foundation

The reorganization in the form of joining is stated in 208 federal law, 10 of the article and in the 14th Federal Law, 53 article.

With this form, several legal entities under joining their duties to counterparties, as well as the rights and privileges of the main company. And the latter becomes the owner of all these rights, responsibilities and privileges.

We note at the same time that the IP is not a legal entity. And accession is an elegant way for a legal organization to stop existence. The most common reason for this type of reorganization is the commercial benefit of the owner. The transmission act is drawn up on the company's buyers.

Moreover, according to 57, the article of the Civil Code all described will take effect only after the state register of companies will appear the relevant entry on the elimination of an associated organization.

Change

In 2014, some changes were made in the reorganization procedure. They concern:

• Simultaneity. Now you can "turn" several types of reorganization at once.
• The number of participants. Only two companies can appear in the documents. At the same time, they both necessarily have to be LLC or JSC, that is, to have the same organizational and legal form. This is clearly stated in the decision of the plenum of you №19, paragraph 20 of November 18, 2003. Then this postulate was once again fastened in a new document.
• Societies cannot be transformed into unitary companies of any species.

Tired

The legalization organization must necessarily make changes to the charter that would correspond to an associated organization. Without them, it is impossible to borrow rights and obligations in full. Usually qualified lawyers are engaged. Any inaccuracy can significantly affect the decision of the state register on the legality of the reorganization procedure.

If all the documentation is executed correctly, then three to four months can take the entire operation.

Algorithm

Reorganization in the form of attachment is a multistage process. In general, it can be divided into the following steps:

1. The adoption of a unambiguous owner's decision (founders). If there are several of them, then the protocol of the General Assembly is being prepared for documentary confirmation. If one is issued as a statement.
2. Registration of an agreement with the legal adviser.
3. The publication of the appropriate order.
4. Notification of employees of the organization, in advance, in writing. This is necessary for productive interaction with the employment services.
5. During the three-day period after the edition of the order, notifications (confirming the receipt) of the registering authorities are sent. If necessary, extrabudgetary funds of the joining company are notified.
6. Counterparties are notified.
7. A note in the media should be published about the reorganization. Most often this is a specialized publication, for example, "State Registration Bulletin" with a single room of fresh notes not enough. It must be published twice. Only so the organization can prove the lack of desire to hide any facts from counterparties or third parties.
8. There is an inventory of movable and real estate company. Acts of inventory are drawn up.
9. A transmitter act is drawn up, it is attached to the contract.
10. Amendments to the Charter.
11. Consolidate changes in the State Register, Tax and Other Compliant Management Organizations.

If everything is in order with the design of documents, then the state registry workers are obliged to make relevant information to the total base for three working days.
Without a transfer act during reorganization in the form of joining, this whole mechanism is simply impossible.

The mandatory requirement for the preparation of the transfer act is caused by the need to compulsory legal confirmation of the actions performed.

The form of the transfer act during reorganization in some cases is standardizedIn some acts are made arbitrarily. For example, a transmitter act when you can use ready-made and make up in any convenient form.

All the grounds necessary for accounting in its preparation are indicated in 59 of the Civil Code of the Civil Code of the Russian Federation.

Based on such a document, the transmitted:

• accounts receivable and accounts, which include taxes, insurance premiums, employee salary;
• property that can be taken into account both by the residual and at market value.

Article 59. Transmission Act

1. The transmission certificate should contain provisions on the succession on all obligations of a reorganized legal entity in relation to all its creditors and debtors, including the obligations challenged by the Parties, as well as the procedure for determining the succession due to the change in the form, composition, property value, the emergence, change, termination of rights and Responsibilities of a reorganized legal entity that may occur after the date on which the transmission act is drawn up.
2. The transmission act is approved by the founders (participants) of a legal entity or the authority to decide on the reorganization of a legal entity, and is submitted together with the constituent documents for the state registration of legal entities created as a result of the reorganization, or amending the constituent documents of existing legal entities.

   Failure to submit together with the constituent documents of the transfer act, the lack of provisions in it on the succession on all obligations of a reorganized legal entity involve refusal to state registration of legal entities created as a result of reorganization.

Based on this act, all potential controversial issues between the past legal owner are eliminated and those who come into their rights again.

Despite the need to prepare such a document on the basis of one article of the Civil Code of the Russian Federation, there are some differences between the final act depending on the type of reorganization.

Sections that must be included in the transmission act:

• name and date of compilation;
• assets, liabilities and other property of any type of company that is subject to reorganization;
• their sum;
• all assets, liabilities, property are indicated in decoding, which also includes credit and debt data;
• signatures of managers of organizations involved in the process of association;
• transmission Act with the reorganization of LLC merger.

In such a situation, reorganization is carried out by several previously separate legal entities.

Her holding is carried out in the following order:

• fixation of the decision to merge;
• the direction of the company, the last decision on participation in the process of such a legal association sends within three working days after the adoption of a document on the merger decision on its conducting in the supervision of IFTS, to which the decision is applied;
• each company involved in the "United" legal entity, within three working days, sends data to the FIU and FSS;
• each of the companies notifies the change in all creditors;
• the latter of the decisions of the companies twice, with a break, publishes a notice of reorganization in all specialized and authorized publications;
• the preparation of constituent documents is carried out by all persons authorized to be responsible for reorganization;
• inventory is carried out in each of the companies.

Only after that the transmission act is prepared. It must be made up each of the companies that participates in the merger process. It necessarily indicates the provision of the succession.

An option to compile such an act becomes the transfer of all assets and liabilities to the balance of successor with the preparation of detailed inventories of the operations. Such an opportunity is based on the adopted practice of training an act in arbitrary form.

Separation

In the case when a legal entity makes changes to its structure by separation, steps are used almost completely identical to the reorganization by the method of merger.

But there is a substantial nuance - the first step on the path of preparation of the transfer act necessarily becomes the preparation of the separation balance.

It is preparing in an arbitrary form. The number of columns in it corresponds to the number of legal entities that will eventually become participants in this process.

So in the simplest version of the preparation of the separation balance for two legal entities created on the basis of the general organization, there must be three columns in this document.

The difference between the processes preceding the preparation and signing of the transmission act becomes the need to send data on changes in the FSS within five days.

Conversion

How to make a transmission act when converting CJSC LLC? By choosing this version of the reorganization, the head and representatives of the accounting specified in the first section the procedure for the preparation of the act necessarily include paragraphs showing the order of accounting for balance, debit and credit of the conversion structure.

The transmitter act during reorganization in the form of the transformation is compiled in arbitrary form.. If it is preparing in the form of a table, it indicates two columns for the legal entity terminating their activities and the one in which it is transformed.

If an extract from the transfer act during the reorganization of CJSC is required, it is compiled in free form.

Accession

How is the transmitter act during reorganization in the form of joining? The standard procedure that accompanies the reorganization of any type is supplemented in this case, the transfer of all financial statements is not in a new structure, including a legal entity whose organization is included.

As a result, it is worth paying attention to what to technically prepare all the documents associated with the process of reorganization of any form is quite simple.

Plus their preparation becomes, including no existence at the moment of the standardized form of an act. The form of the transfer act when connected allows representatives of organizations to choose the option of the current form of accounting reporting, which already exists. If desired, such an act may have any other form.

A certain advantage also becomes strictly attributed to the directed documents by tax authorities and federal social insurance.

In the presence of errors in such documents, these structures simply will not be accepted by sending to refinement. If there are problems with the preparation of the transfer act and other documents, business representatives may appeal to experienced legal advisors.

By decision of the founders (participants) or the authorized body of a legal entity can be reorganized. It is possible in the form of fusion, attachment, separation, isolation or transformation (clause 1 of Art. 57 of the Civil Code of the Russian Federation). One of the main documents compiled during reorganization is the transmission act.

What is a transmission act?

The transmitter act is a document that is also compiled during reorganization and contains provisions on the succession for all obligations of a reorganized legal entity in relation to all its creditors and debtors (clause 1 of Art. 59 of the Civil Code of the Russian Federation). Based on the transfer act and the documentation applied to it, in fact, the distribution of assets and liabilities between organizations involved in reorganization is reflected.

As a rule, only enlarged lists of property, rights and obligations that pass to the legal succession are indicated in the gear record. And detailed decodents are applied to the transfer act.

The transmitter shall be approved by the founders (participants) of the organization or body that decided to reorganize. For state registration of persons created during reorganization, or amendments to the constituent documents of existing organizations, the presentation with the constituent documents of the transfer act is mandatory. Without such an act, as well as without information in it, the succession on all obligations of a reorganized legal entity will be denied the State Registration of persons created as a result of the reorganization (paragraph 2 of Art. 59 of the Civil Code of the Russian Federation).

Recall also that during reorganization in the form of separation or selection, a separation balance is also drawn up, i.e., a document that contains information about assets, liabilities, capital and reserves that are distributed among the parties involved in reorganization. The dividing balance indicates both the total composition of the specified articles and how they were distributed among organizations. We told more about him in our.

We give an example of a transfer act when reorganized in the form of a merger. Similarly, it can be drawn up, for example, a sample of a transmission act during reorganization by selection.

The transmission act in the reorganization of LLC reflects the obligations that are available at the legal entity to be transitioned by the company. Without this document, the tax authorities refuse to register reorganization, while the procedure for its preparation at the legislative level is not regulated.

What information is included in the transmission act?

The reorganized society prior to the start of the transformation process should record all current rights, duties and debts, including controversial, for their further transfer to one or more firms on the basis of succession. What kind of obligations will be included in the transmission document depends on the form of reorganization. Conversion, merger and accession implies complete succession, it can be partial during the selection.

The act indicates the new enterprise transmitted from the old:

• assets in monetary terms;
• total liabilities;
• a detailed list of property and obligations.

The inclusion in the transmission list is also subject to debt that occurred from the reorganized Ltd. already after documenting the document, but until the moment of state registration.

Sample of the transmission act

Special blank for the preparation of the transfer act does not exist. The document is issued in free form, the main thing in its content is the statement of the fact of the transition of all rights and obligations of the reorganized LLC to the legal successor. Another compulsory requirement for the execution of the act - it must be approved by persons who have decided to reorganize.

Otherwise, each company independently determines the form and structure of the document. A typical sample of the transfer act in the reorganization of LLC includes the following sections:

1. Title of the document.
2. Date and place of registration.
3. The phrase confirming the fact of the transfer of rights and obligations from the company A Firm B. At this point, it is necessary to register the names of both companies with the organizational and legal forms and names of managers who sign the act on behalf of the Party.
4. The list of transmitted property indicating the carrying amount at the date of drawing up the act.
5. Amount of receivables.
6. Commitments to creditors, counterparties, budget, personnel, etc.
7. Signatures of the parties.
8. Mark on approval.

If the list of assets and liabilities include a large number of positions, it is advisable to carry them into the application. Leave mostly text the total value of the property and the amount of debt, and their decoding will lead to separate sheets with reference to the presence of additional pages that are an integral part of the document.

The given can be adapted to a specific organization, changing its content and structure based on its needs.

How many acts need to be made in reorganization?

With regard to the number of necessary acts, it is determined by the type of reorganization:

• since the transformation implies a universal succession between the old and new company, the mention of the act from the list of mandatory papers was excluded at the legislative level, but it often continues to demand "in the field";
• the transmission act in the reorganization of LLC in the form of a merger makes every participating firm;
• accession occurs through the transfer of property and arrears on the inventory compiled by the absorbent society.

In case of allocation from the company of a subsidiary, it does not stop its existence. Therefore, not all assets and debts are subject to the transition, but their part. Previously, the transfer of obligations between organizations was carried out on the basis of a dividing balance, but from July 1, 2014 his role performs an act. If several "daughters" are rejected from the organization, a transmitter act in the reorganization of LLC in the form of a discharge is issued "head" for each one separately.

Whose signatures should be on the act?

As a rule, the ACT is a bilateral document. However, during reorganization it is not always the case. In the case of the transformation, radiator, the successor company officially does not yet exist, since its creation is not registered as a result of the reorganization. It is logical that the document on the part of the host company to sign no one - the director has not yet been appointed.

The transmitter act in the reorganization of LLC in the form of accession fixes the transition of obligations between the existing legal entities. The leaders of both organizations can be made by their signatures of receiving and transmission. But this requirement is not written anywhere. The lack of "autograph" director of the host does not make a document illegitimate and cannot be a reason for refusal to register. Also does not contradict the legislation the absence of seals on the transmission act.

But without approval by initiators, the act is considered invalid. The authority that has decided to reorganize LLC is the only founder or general meeting of participants - must approve the list of transmitted rights and obligations and to limit this fact.

The meeting on the issue of visiting the act can be carried out at any time until the reorganization procedure lasts. It is convenient to draw up an act during the preparation of accounting reporting: "Fresh" data on assets and liabilities will become the basis of the transfer document. At the same time, a meeting of participants should be held on his statement.

The reference to the protocol decorated based on the results of the assembly is necessarily indicated on the transfer act in the "Approved" field. The Ministry of Finance of Russia in its methodological recommendations (Order No. 44n of 20.05.2003) adheres to a similar opinion: the date of approval is better to coincide with the time of intermediate balance or reporting.

At the time of the State Registration of Reorganization, the transmission act must be compiled, signed, approved and transferred to the IFTS, together with the application for amending the EGRUL.