Reorganization by allocating a new legal entity taxes. Reorganization in the form of spin-off allows you to keep the old company. Publication of allocation data and individual notification of creditors

It is not the legal successor of the reorganized company for tax obligations.

Secondly, there is no universal succession of civil claims, that is, the transfer of all rights and all obligations from old company does not happen to the new one. The decision on what to transfer and what to leave is made by the participants of the reorganized legal entity.

Both features allow the use of "allocation" to isolate the assets of a business, by transferring to a new entity. It is important that such separation does not entail tax consequences for either the transferring or receiving party.

In addition, the selection allows you to separate the core and auxiliary areas of business for different legal entities. This protects independent business lines from each other's risks in the future.

As a result of the reorganization, a new legal entity is created that can apply any taxation system, including the simplified tax system. Thus, it becomes possible to pay income tax at a reduced rate.

We believe that it will not surprise anyone that the presence of such pleasant bonuses causes close interest of regulatory authorities in the selection procedures.

VAT recovery and reasonable economic purpose

The main claims of the tax authorities pursuing the spin-off are the restoration of VAT. They arise, as a rule, in the case of "withdrawal" of real estate from the reorganized company after the provision of deductions for it production costs for the construction and subsequent transfer of such real estate to an assignee applying the USN. Recall that the Tax Code in paragraph 8 of Art. 162.1, sub. 2 p. 3 art. 170 directly indicates that there is no need to restore VAT in such a situation.

In general, no one argues with this norm, there are no complaints about the reorganization itself. Questions arise about the transfer of property to special. mode. The tax authorities see such actions as a scheme aimed at obtaining unjustified tax benefits in the form of unreasonably received VAT deductions.

The essence of the claims is that the former owner received the deduction, but did not use the object in VAT activities, which means that he will not pay tax on the sale. Total - the budget at a loss. It is not surprising that taxpayers are taxed additionally.

The result of challenging the decision of the IFTS in the above situation largely depends on the presence of a reasonable economic (business) goal in the actions of the taxpayer. If there is none, there is a high probability that the inspectorate will win the dispute.

Given: the company is building a shopping and entertainment center, while declaring VAT deductions. Upon completion of construction, the company announces a reorganization in the form of separation of two legal entities. The successors, among other things, transfer ownership of the constructed mall. At the same time, one of the successors in 2 months goes to the simplified tax system. The shopping and entertainment center building is further leased to third parties without VAT.

Conclusion of the tax authority: coordination of actions for the consistent reorganization of legal entities in order to evade the obligation to restore VAT in connection with the transition to the simplified tax system.

The taxpayer refuted the conclusion, pointing out that the reorganization was aimed at dividing activities into areas: both the operation and maintenance of networks. It is important that the division was necessary, first of all, in view of the fact that activities in the energy market are subject to regulation, and the harmonization of energy transmission tariffs requires separate accounting of costs for the specified type of activity in the company, which, if there is, among other things, accounting for transactions related to with the construction of a shopping and entertainment center - it was almost impossible.

It is noteworthy that this argument was accepted by the courts of three instances, in connection with which the taxpayer managed to avoid additional charges in the amount of about 24 million rubles, as well as the payment of a fine.

Reorganization errors

If the declared business purpose is subtle, then the claims of the tax authorities may be supported in court. Let's illustrate again with an example.

Given: two companies LLC "Keeper of Assets" on the OSN and LLC "Operating Company" on the USN. The first owns property - a restaurant. The second one rents this property and uses it for its intended purpose. It is important that the premises themselves were acquired quite recently and in the tax period preceding the events described below, a VAT refund was received from the budget.

Business owners came up with a simple plan: to transfer assets to the simplified tax system, avoiding the restoration of VAT. To do this, the owner decided to reorganize in the form of a spin-off.

(1) Separation of Promezhutok LLC with the transfer of real estate to it. Recall that the decision on the allocation was made in the next quarter after the confirmation of the VAT deduction and receipt of reimbursement from the budget;

(2) After registration, Promezhutok LLC applies the OSN, but from January 1 of the next year it switches to the USN. At the same time, the same application is submitted by the original company - "Keeper", which got rid of valuable property;

(3) A few months later, the procedure for merging LLC Promezhutok with the Operating Company (restaurant) begins.

The tax authority did not like such actions. In his opinion, Promezhutok LLC should have restored VAT. And since the accession was completed by the time the demand was made, the Operating Company was hit.

Consider the taxpayer's mistakes that led to the described result:

First, the reorganization was announced immediately after receiving the VAT deduction. At the same time, the owner of the property did not conduct independent activities, which means that he did not pay VAT on sales to the budget. Conclusion - the property was purchased to receive a deduction. Obviously, the tax authority simply could not allow such a thing.

Secondly, during the allocation, the balance of the distribution of rights and obligations with the assignee was not observed. In this case, according to the separation balance sheet, the new Company received a restaurant complex, but no obligations were transferred to it.

Third, the business purpose of the reorganization. In this case, he tried to prove that all the actions he had taken were aimed solely at reducing the cost of the operating company to pay rent. In support of the stated business goal, they even provided an audit report.

However, against the background of the interdependence of the reorganized entities and other mistakes of the taxpayer, such a goal did not suit the courts.

Fourth, despite the fact that the case is related to the reorganization, the claims of the tax authority are based on the next step - the transition to the simplified tax system.

The courts have explicitly stated that the reorganization itself does not necessitate the restoration of VAT. However, the purpose of the allocation in this case is to evade the obligation to restore VAT in connection with the subsequent transition of the taxpayer to special. mode. In other words, the taxpayer previously carried out a reorganization in order to withdraw property and create a formal opportunity not to restore the tax accepted for deduction.

The implications of the case are clear. To avoid adverse tax consequences:

it is impossible to reorganize with the transfer of fixed assets immediately after receiving deductions. Wait a significant amount of time. A few years after the acquisition of the property, the tax authority will have no reason to refer to the lack of intention to conduct VAT-taxable activities;

a reorganization cannot be carried out without a clear business purpose. You should not take the allocation as a way to recover VAT and not pay it on future activities. Reorganization primarily serves as a business optimization tool;

it is impossible to transfer a reorganized company to a simplified taxation system. Despite the fact that she no longer owns the property, the tax authority will ask to restore VAT;

need to plan ahead. Do not provoke the tax authority with the subsequent transition of the new company to the simplified tax system. Dedicated legal entity person must apply special mode since its inception.

Analysis of the current judicial practice allows you to display a series additional rules. Of course, the decision to follow them or not is an independent choice, but we recommend listening.

Do not make sudden movements after the end of the selection

The result of the reorganization in the form of a spin-off must be self-sufficient and final. If this is one of the “preparatory stages” for something, then the business purpose of the spin-off cannot be justified.

For example, the sale of property by the successor to the simplified tax system immediately after the reorganization will raise a fair question that the sole purpose of the allocation was to pay tax when selling at reduced rates. There was no intention to conduct independent activities.

The tax authorities and the court will come to a similar conclusion in the event of a repeated reorganization after the purchase of the next object and the acceptance of VAT for deduction. That is, it is impossible to carry out the selection regularly.

The successor must conduct independent activities

At the same time, the transfer of property for rent from the allocated (new) organization to the company from which it was allocated will not help. Other counterparties are important cash flows and availability of employees. Accordingly, if the company has one tenant and one employee, and the rent is not paid regularly, it will not work to prove that this whole thing is a real business.

Economic efficiency of reorganization

The position of the taxpayer will be strengthened by the achievement economic effect from the reorganization. For example, increasing profitability after the separation of an independent business area. And, on the contrary, a clear deterioration in the “economy” will not play in favor of the taxpayer:

after the transfer of fixed assets to the assignee, the taxpayer leases them. At the same time, the amount of the rent is many times higher than the depreciation deductions;

all costs of maintaining the property are still borne by the taxpayer as a tenant;

cash in the form of overpriced rent transferred to the lessor is then re-transferred to the taxpayer (tenant) or other related companies in the form of loans.

In the present case, the court held that the sole purpose of the allocation was to overstate the former owner's expenses in the form of rental payments. At the same time, the actual business processes did not change, the company continued to use “its” property.

Joint and several liability of the "new" company

The general rule establishes that the separated legal entity is not liable for the obligations (including tax) of the predecessor company. However, if certain conditions are met, joint and several liability arises between the new and old organizations.

In terms of tax liabilities, these are: the inability to pay taxes and the focus of the reorganization on tax evasion. In terms of civil liability: the deed of transfer does not allow to determine the successor to the obligation, or the assets and liabilities are distributed unfairly.

It is important that in order to attract a person as a joint and several debtor, it is necessary to go to court, which means that the tax authority or another creditor must prove the existence of the indicated conditions.

Tax liabilities

The inability to pay taxes is proved quite simply. In the course of measures to collect tax debts from the main debtor, the inspection reveals "0" on the current account. After that, it makes a decision on the collection of debt at the expense of property, which is sent to the bailiffs - executors. The latter, in turn, establish the fact that the debtor has no property, in connection with which the enforcement proceedings are terminated.

The next task is to prove that the reorganization was aimed at tax evasion. To do this, the inspectorate, in particular, may refer to the facts of the taxpayer performing actions aimed at concealing Money, due to which it was possible to repay the debt to the budget. For example, if a taxpayer, in the presence of a card index in a bank account, asks customers to pay directly to his counterparties, or during the reorganization, all liquid assets were transferred to the successor.

It is important that the successor can only be involved in paying tax debts for the three years preceding the spin-off. Three years after the end of the allocation, you can sleep peacefully.

Claims of other creditors

Bringing a spin-off company to joint and several liability in civil cases depends on the presence of one of the two above-mentioned conditions. At the same time, in practice, the solution of the problem has a lot of features. Here are some findings from jurisprudence:

(1) With regard to unfair distribution

It is important to approach this feature reasonably, that is, the fulfillment of the obligation must be adequate. Obviously, the transfer of 100 rubles to the creditor once a month will not change the picture.

(2) With the impossibility of determining the successor under the deed of transfer, in general, everything is clear: if the obligation does not appear in the deed, both are responsible. However, there are nuances in this part.

Firstly, the preparation of the transfer act must be approached scrupulously. So, for example, it is desirable to name the counterparties and make a reference to specific obligations, including specifying the details of the contracts and the balance for the period the act was drawn up.

In practice, generalizations are often encountered, for example: "... what is not indicated in the act remains with the reorganized legal entity ...". In general, such an indication is permissible, if only because, in accordance with part 1 of Art. 59 of the Civil Code of the Russian Federation, the transfer act should establish the procedure for determining succession in the event of the emergence, change or termination of obligations of the legal entity being reorganized, which may occur after the date of approval of the transfer act.

Secondly, situations concerning obligations that arose after the reorganization stand apart. In this case, it is necessary to analyze the essence of the relationship between the debtor and the creditor.

So, the fulfillment of obligations that arose after the reorganization, but arising from relations that developed before it began, can be assigned to a spin-off (new) company in the event of an unfair distribution of assets and liabilities. An example of such a situation is the recovery of a penalty under a loan agreement.

On the other hand, after the end of the separation procedure and signing of the deed of transfer, the reorganized company continues its activities, during which it independently makes decisions and enters into new relationships with third parties. Accordingly, a spin-off company cannot be a legal successor for obligations arising after the reorganization.

In conclusion, we give the main advice - do not abuse it. It concerns both the use of the tool as a whole and the use of its individual features. Reorganization in the form of separation was not invented to optimize taxes, and even more so it is not a way to "forgive everyone who owes." First of all, it is an opportunity to optimize business, solve entrepreneurial problems.

Let's repeat typical mistakes reorganizations that will allow the tax authority or other creditor to doubt the sincerity of intentions:

the reorganized companies have no clear business purpose, they lease all the property “back”;

the property is transferred immediately after receiving the VAT deduction;

the reorganized company switches to a special tax regime after spin-off;

new company is created in general mode and switches to special later;

the assignee on the simplified tax system sells the property immediately after the reorganization;

a sharp increase in the expenses of the old company for renting property from its own successor;

other facts, based on which there is no transparent economic logic, except for the desire to reduce taxes.

1. See letter of the Ministry of Finance of the Russian Federation of July 30, 2010 No. 03-07-11 / 323, as well as letter of the Federal Tax Service of Russia of March 14, 2012 No. ED-4-3 / [email protected]

2. That is, the main purpose of the operation should not be tax savings.

4. See, for example, case no. A10-3798/2016.

5. One of the successors received assets that ensure the transmission (transit) of electricity.

6. See case no. A32-2471/2015. Similar conclusions were made in case No. A27-15970/2016

7. See case No. А47-10141/2015

8. See case No. А02-553/2017

9. See case No. А05-9428/2016

10. Joint and several liability is the obligation of several debtors to satisfy the creditor's claim. In this case, the creditor has the right to demand full satisfaction both from all debtors and from one person.

11. See case no. A27-23391/2014

12. See case No. А40-101831/2014

13. See case No. А53-14577/2017

14. See case No. А32-15413/2017

- This is a type of reorganization in which the organization does not cease to exist.

A legal entity is considered reorganized from the moment state registration newly emerged legal entities on the basis of a deed of transfer, which 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, as well as the procedure for determining succession in connection with a change in the type, composition, value of property , the emergence, change, termination of the rights and obligations of the reorganized legal entity, which may occur after the date on which the deed of transfer is drawn up.

When reorganizing by spin-off, one or more legal entities are created, which will be considered newly created as a result of the reorganization.

Procedure reorganization by separation of LLC in the economic sense mediates the division of capital between the founders. In its purest form, it means the creation of a separate society, inheriting certain rights and obligations of the original society, and aims at dividing the business. However, in its pure form, it is extremely rare, most often in entrepreneurial activity the procedure for reorganization of an LLC in the form of a spin-off is used for the so-called restructuring of the company's debts, in which certain property and certain obligations are transferred to the spun-off company. THE BASIC PACKAGE OF REORGANIZATION SERVICES IN THE FORM OF ALLOCATION INCLUDES:

Advising the client on the choice of a suitable organizational and legal form of the newly transformed enterprise; collection and analysis of documents
Package preparation required documents for enterprise reorganization
Making a seal
Filing an announcement in the Bulletin of State Registration of Legal Entities Registration of documents in MIFTS, PF, FSS, statistics
Notice to Creditors

Reorganization in the form of separation allows you to divide the business in such a way as to separate liquid property from illiquid property and get rid of part of the obligations attributable to illiquid property. Therefore, the legislation regulates in such detail the procedure for the transfer of responsibility from the enterprise from which organizations are spun off to its successors.

The reorganization of an LLC in the form of a spin-off is in practice used to divide the property of one company between its participants. At the stage of such a reorganization, problems may arise, which often lead to litigation. To date, within the framework of disputes related to such a reorganization, the following issues are considered:

the ratio of the property transferred to the allocated LLC and the actual value of the shares of the participants transferred to the allocated company
consequences of the evasion of the separated LLC from the state registration of the transfer of ownership of the property transferred to it
joint and several liability of companies in case of reorganization in the form of spin-off

In case of reorganization by separation, the general meeting of participants of the reorganized legal entity submits for consideration the issue of reorganization of the company in the form of separation, the procedure and conditions for this reorganization, the creation of a new company, the procedure for converting shares (shares) of the company being reorganized into shares (shares) of the company being created.

When one or more organizations are separated from a legal entity, a part of the rights and obligations of the legal entity reorganized in the form of separation is transferred to each of them in accordance with the deed of transfer.

The transfer agreement is approved by the founders of the legal entity or the body that made the decision on the reorganization, and is submitted together with the constituent documents for state registration of the newly emerged legal entity. Failure to submit a deed of transfer along with the constituent documents, as well as the absence of a provision in it on succession for the obligations of a reorganized legal entity, is the basis for refusing state registration of a newly emerged legal entity.

If the deed of transfer does not make it possible to determine the legal successor of the reorganized legal entity, the newly established legal entities shall be jointly and severally liable for the obligations of the reorganized legal entity to its creditors.

The issues of separation from an LLC cause a lot of different disputes (judicial), when certain parties for whom this procedure is unprofitable try to challenge it. Documents adopted during the reorganization procedure in the form of separation: decisions of general meetings, deed of transfer - undergo a strict and meticulous check, and often do not withstand it.

Faced with such a complex, multi-component legal procedure, you should contact professionals who understand all the intricacies of the current legislation. In Logos law firm, clients can always count on a competent and responsible approach to business and prompt, clear actions.

1.1. This document defines the policy of the Company with limited liability" " (hereinafter - the Company) in relation to the processing of personal data.

1.2 This Policy has been developed in accordance with current legislation Russian Federation about personal data.

1.3 This Policy applies to all processes for the collection, recording, systematization, accumulation, storage, clarification, extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data, carried out using automation tools and without the use of such funds.

1.4. The policy is strictly followed by the Company's employees.

Definitions

personal data- any information relating directly or indirectly to a specific or identifiable natural person (subject of personal data);

operator - government agency, municipal authority, legal or individual, independently or jointly with other persons organizing and (or) carrying out the processing of personal data, as well as determining the purposes of processing personal data, the composition of personal data to be processed, actions (operations) performed with personal data;

processing of personal data- any action (operation) or a set of actions (operations) performed using automation tools or without using such tools with personal data, including collection, recording, systematization, accumulation, storage, clarification (updating, changing), extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction of personal data;

automated processing of personal data- processing of personal data using computer technology;

dissemination of personal data- actions aimed at disclosing personal data to an indefinite circle of persons;

provision of personal data- actions aimed at disclosing personal data to a certain person or a certain circle of persons;

blocking of personal data- temporary suspension of the processing of personal data (unless the processing is necessary to clarify personal data);

destruction of personal data- actions, as a result of which it becomes impossible to restore the content of personal data in the personal data information system and (or) as a result of which material carriers of personal data are destroyed;

depersonalization of personal data- actions, as a result of which it becomes impossible without the use of additional information determine the ownership of personal data by a specific subject of personal data;

personal data information system- a set of personal data contained in databases and providing their processing information technologies and technical means.

Principles and conditions for the processing of personal data

3.1. The processing of personal data is carried out on the basis of the following principles:

1) The processing of personal data is carried out on a legal and fair basis;

2) The processing of personal data is limited to the achievement of specific, predetermined and legitimate purposes. It is not allowed to process personal data that is incompatible with the purposes of collecting personal data;

3) It is not allowed to combine databases containing personal data, the processing of which is carried out for purposes that are incompatible with each other;

4) Only those personal data that meet the purposes of their processing are subject to processing;

6) When processing personal data, the accuracy of personal data, their sufficiency, and, if necessary, their relevance in relation to the stated purposes of their processing, are ensured.

7) The storage of personal data is carried out in a form that allows determining the subject of personal data no longer than required by the purposes of processing personal data, if the period for storing personal data is not established by federal law, an agreement to which the subject of personal data is a party, beneficiary or guarantor. Processed personal data is subject to destruction or depersonalization upon achievement of the purposes of processing or in case of loss of the need to achieve these purposes, unless otherwise provided by federal law.

8) The Company in its activities proceeds from the fact that the subject of personal data provides accurate and reliable information during interaction with the Company and notifies the Company's representatives about changes in their personal data.

3.2. The company processes personal data only in the following cases:

the processing of personal data is carried out with the consent of the subject of personal data to the processing of his personal data;
the processing of personal data is carried out in connection with the participation of a person in constitutional, civil, administrative, criminal proceedings, proceedings in arbitration courts;
the processing of personal data is necessary for the execution of a judicial act, an act of another body or official subject to execution in accordance with the legislation of the Russian Federation on enforcement proceedings (hereinafter referred to as the execution of a judicial act);
the processing of personal data is necessary for the performance of an agreement to which the subject of personal data is a party or beneficiary or guarantor, as well as to conclude an agreement on the initiative of the subject of personal data or an agreement under which the subject of personal data will be the beneficiary or guarantor;
the processing of personal data is necessary to protect the life, health or other vital interests of the subject of personal data, if obtaining the consent of the subject of personal data is impossible;

3.4. The Company has the right to entrust the processing of personal data of citizens to third parties, on the basis of an agreement concluded with these persons.
Persons processing personal data on behalf of LLC Law Firm"Start", undertake to comply with the principles and rules for the processing and protection of personal data provided for by Federal Law No. 152-FZ "On Personal Data". For each person, a list of actions (operations) with personal data that will be performed by a legal entity processing personal data, the purposes of processing, the obligation of such a person to maintain confidentiality and ensure the security of personal data during their processing, as well as requirements for the protection of processed personal data data.

3.5. If the Company entrusts the processing of personal data to another person, the Company shall be liable to the subject of personal data for the actions of the said person. The person who processes personal data on behalf of the Company is liable to the Company.

3.6. Acceptance based solely on automated processing personal data decisions that give rise to legal consequences in relation to the subject of personal data or otherwise affect his rights and legitimate interests, the Company does not carry out.

3.7. The Company destroys or depersonalizes personal data upon reaching the purposes of processing or in case of loss of the need to achieve the purpose of processing.

Subjects of personal data

4.1. The company processes personal data of the following persons:

employees of the Company, as well as entities with whom contracts of a civil law nature have been concluded;
replacement candidates vacancies in company;
clients of LLC Legal company "Start";
users of the website of LLC Legal Company "Start";

4.2. In some cases, the Company may also process personal data of representatives of the above personal data subjects authorized on the basis of a power of attorney.

Rights of personal data subjects

5.1. The subject of personal data whose data is processed by the Company has the right to:

5.1.1. Receive the following information from the Company within the terms provided by the Law:

confirmation of the fact of personal data processing by Start Legal Company LLC;
on the legal grounds and purposes of processing personal data;
on the methods used by the Company to process personal data;
the name and location of the Company;
about persons who have access to personal data or to whom personal data may be disclosed on the basis of an agreement with Start Law Company LLC or on the basis of federal law;
a list of processed personal data relating to the citizen from whom the request was received and the source of their receipt, unless a different procedure for providing such data is provided by federal law;
on the terms of processing personal data, including the terms of their storage;
on the procedure for the exercise by a citizen of the rights provided for by the Federal Law "On Personal Data" No. 152-FZ;
name and address of the person who processes personal data on behalf of the Company;
other information provided for by the Federal Law "On Personal Data" No. 152-FZ or other federal laws.

5.1.2. Require clarification of their personal data, their blocking or destruction if personal data is incomplete, outdated, inaccurate, illegally obtained or not necessary for the stated purpose of processing.

5.1.3. Withdraw your consent to the processing of personal data.

5.1.4. Demand the elimination of illegal actions of the Company in relation to his personal data.

5.1.5. Complain about the actions or omissions of the Company in Federal Service on Supervision in the Sphere of Communications, Information Technology and mass communications or in judicial order in the event that a citizen believes that Start Law Company LLC processes his personal data in violation of the requirements of Federal Law No. 152-FZ “On Personal Data” or otherwise violates his rights and freedoms.

5.1.6. To protect their rights and legitimate interests, including compensation for losses and / or compensation for moral damage in court.

Company Responsibilities

6.1. In accordance with the requirements of Federal Law No. 152-FZ “On Personal Data”, the Company is obliged to:

Provide the subject of personal data, at his request, with information regarding the processing of his personal data, or on legal grounds provide a reasoned refusal containing a reference to the provisions of the Federal Law.
At the request of the subject of personal data, clarify the processed personal data, block or delete if the personal data is incomplete, outdated, inaccurate, illegally obtained or not necessary for the stated purpose of processing.
Maintain a Register of Personal Data Subjects’ Applications, which should record the requests of personal data subjects for obtaining personal data, as well as the facts of providing personal data on these requests.
Notify the subject of personal data about the processing of personal data in the event that personal data was not received from the subject of personal data.

The following cases are an exception:

The subject of personal data is notified of the processing of his personal data by the relevant operator;

Personal data is obtained by the Company on the basis of federal law or in connection with the execution of an agreement to which the subject is a party or beneficiary or guarantor.

Personal data obtained from a public source;

Providing the subject of personal data with the information contained in the Notice on the processing of personal data violates the rights and legitimate interests of third parties.

6.2. If the purpose of processing personal data is achieved, the Company is obliged to immediately stop processing personal data and destroy the relevant personal data within a period not exceeding thirty days from the date of achieving the purpose of processing personal data, unless otherwise provided by the contract, the party to which, the beneficiary or the guarantor of which is the subject personal data, another agreement between the Company and the subject of personal data, or if the Company is not entitled to process personal data without the consent of the subject of personal data on the grounds provided for by No. 152-FZ "On Personal Data" or other federal laws.

6.3. In the event that the subject of personal data withdraws consent to the processing of his personal data, the Company is obliged to stop processing personal data and destroy personal data within a period not exceeding thirty days from the date of receipt of the said withdrawal, unless otherwise provided by an agreement between the Company and the subject of personal data. The Company is obliged to notify the subject of personal data about the destruction of personal data.

6.4. In the event of a request from the subject to stop processing personal data in order to promote goods, works, services on the market, the Company is obliged to immediately stop processing personal data.

6.5. The company is obliged to process personal data only with the consent of writing the subject of personal data, in cases provided for by the Federal Law.

6.7. The Company is obliged to explain to the subject of personal data the legal consequences of the refusal to provide his personal data, if the provision of personal data is mandatory in accordance with the Federal Law.

6.8. Notify the personal data subject or his representative of all changes regarding the relevant personal data subject.

Information about the implemented measures for the protection of personal data

7.1. When processing personal data, the Company takes the necessary legal, organizational and technical measures to protect personal data from unauthorized or accidental access to them, destruction, modification, blocking, copying, provision, distribution of personal data, as well as from other illegal actions in relation to personal data.

7.2. Ensuring the security of personal data is achieved, in particular:

determination of threats to the security of personal data during their processing in information systems ah personal data;
application of organizational and technical measures to ensure the security of personal data during their processing in personal data information systems necessary to meet the requirements for the protection of personal data, the implementation of which ensures the levels of personal data protection established by the Government of the Russian Federation;
the use of information security tools that have passed the conformity assessment procedure in the prescribed manner;
evaluating the effectiveness of the measures taken to ensure the security of personal data prior to the commissioning of the personal data information system;
taking into account machine carriers of personal data;
detecting facts of unauthorized access to personal data and taking measures;
recovery of personal data modified or destroyed due to unauthorized access to them;
establishing rules for access to personal data processed in the personal data information system, as well as ensuring the registration and accounting of all actions performed with personal data in the personal data information system;
control over the measures taken to ensure the security of personal data and the level of security of personal data information systems.
an assessment of the harm that may be caused to personal data subjects in the event of a violation of the legislation of the Russian Federation in the field of personal data, the ratio of the said harm and the measures taken to ensure the implementation of the legislation of the Russian Federation in the field of personal data.

The article will touch upon the main points concerning the reorganization process. What it is, what is the form of selection and how to carry it out - further.

Dear readers! The article talks about typical solutions legal issues but each case is individual. If you want to know how solve exactly your problem- contact a consultant:

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A legal entity has the right to change the form of activity and type of organization. A process such as reorganization will help in this.

What do you need to know about it, how to plan and conduct everything? Without basic knowledge, you can make a lot of mistakes.

Basic Information

Many entrepreneurs worry about their business, trying to save it or get around the requirements of the Legislation (which is not very successful).

In order not to stop the activities of the organization, you can reorganize it. One of the forms, selection, is the most common.

What it is

Reorganization is the termination of the activities of a legal entity, which is accompanied by succession.

As a result, one or more new enterprises appear, which must retain the rights and fulfill the obligations of the old company.

The decision on this transition is made by the founder of the company and the owner. During the reorganization, a legal entity is not obliged to repay its obligations, they are transferred to the successor.

He, in turn, accepts them in full and has no right to refuse them. During the process, it is drawn up. What does he represent?

The law does not establish a clear structure for its drafting. The only requirement is that the balance sheet must contain basic information about the succession (its provisions).

Be sure to indicate the amount of debt that passes to the new organization. There is also no approved form for compiling a separation balance sheet.

However, the accountant must take a responsible approach to its design and paint each figure. The following documents must be attached to it:

inventory statement;
a list of property, rights and obligations for each company (assets, debts, financial investments, etc.);
transfer agreements;
other obligations.

In other words, the separation balance sheet is an accounting report. It is also necessary to indicate which right passes to a particular participant.

Spin-off is one of the forms of reorganization, on the basis of which a new company is opened with an independent organization.

All rights and obligations of the reorganized organization pass to it. There may be one company or several.

It may be needed in several cases:

The selection process has its own characteristics:

Selection requirements:

These changes are possible only if there are orders from the head of the new organization.

What is the purpose of the

The reorganization of society avoids a crisis or loss of business.

It is carried out with the aim of:

Distribute business.
Restructure assets.
Combine business.
Withdraw assets.
Transfer shares when direct transactions are prohibited.
Optimize the taxation process.

Also, the allocation process is carried out in order to improve the management of the enterprise, that is, to increase its efficiency.

In this case, branches become independent. This process involves the opening of new enterprises, without the liquidation of the old one.

Current regulations

The reorganization process can be carried out only on the basis of the Civil and Tax Code of the Russian Federation, other regulations.

By following their requirements and instructions, you can carry out this process without problems. Laws regarding the spin-off of an LLC:

This Federal Law is called "On Limited Liability Companies".

The assignee must continue to pay taxes. This is mentioned in.

The procedure for reorganization by spinning off an enterprise

The process of reorganization of a company can be carried out both voluntarily and by a court decision. In the second case, this happens in order to support competition.

You must comply with this requirement, observing all the conditions. The term for this is at least six months.

September 1, 2020 entered into force regarding changes in legal entities, especially various non-profit organizations. According to the Law, SNT is converted into TSN.

Deal Structure

Selection is the most complex form of transformation. It takes a long time to reorganize, companies are not liquidated. The terms of the deal are also slightly different from other types.

The main role is given to succession. In the process of allocation, each participant is assigned certain rights according to the separation balance sheet.

That is, all property is received by the successor and the company being created. Succession is manifested in transactions, the purpose of which is to assign part of the rights and partially transfer debts.

Decision-making

As soon as the enterprise has decided to reorganize, it is necessary to convene a meeting of all shareholders of the institution. Participants decide on the transformation, approve the conditions and procedure for this process.

It should be noted that decision making is not First stage reorganization. First of all, it is necessary to develop a process plan, evaluate property and assets, and prepare documentation for examination.

A plan is necessary for the successful conduct of the process. Thanks to him, the conditions and requirements of the Law, the deadlines are observed. The main condition is that all participants must vote for the reorganization.

Step-by-step instruction

The process of transformation by the selection method takes place in several stages:

The meeting of participants at which the resolution on the transformation is adopted	At this stage, it is also necessary to distribute responsibilities between all participants, determine the timing of the process, and divide the capital. It is important to include all information in the protocol
Inventory	During which it is necessary to evaluate the property of the organization and shares
Separation balance sheet	An accounting document that makes it possible to divide finances, rights for everyone
Contacting the tax office	This service must be notified of the reorganization that has begun. Term - 3 days
Submission of information to creditors and repayment of obligations to them	To do this, it is necessary to draw up a written notice and send it within 5 days.
Announcement in the State Registration Bulletin	This must be done within 2 months.
Execution and approval of the Articles of Association for each person of a legal type that is allocated	As well as the appointment of governing bodies in each of them
Registration of society and documents	in which there have been changes
Sending notifications to all Extrabudgetary Funds	Pension Fund, Social and health insurance, Federal Tax Inspectorate
Production of the seal of the newly created organization	Opening a new bank account, obtaining a code

For registration, you must provide the following documents:

photocopies of documents with the changes made;
protocol on the election of an executive body;
a copy of the document confirming registration;
certificate of registration with the tax authorities;
extract from the register of legal entities;
notifications from off-budget funds (photocopies);
contact person information.

This list of documentation will be required for the organization that will be converted.

List of documents for the created society:

name (in full form, abbreviated);
a certificate indicating the legal address;
amount of capital;
types of proposed activities;
form of taxation - full or;
information about the leader;
branch of the bank where you plan to open an account;
information about all founders and their share.

In some cases, other documents may be required. A company that is in the process of reorganization in the form of a spin-off must be registered within 2 months.

After registration, the process is considered completed.

Drawing up a protocol

The protocol is drawn up if there are several owners. This document displays information on the procedure for holding a meeting of shareholders, what results they came to.

As soon as the decision on allocation is made, it is necessary to apply to the registration authorities within 3 days with a photocopy of the protocol.

Frequently asked Questions

Due to frequent changes in legislation, legal entities have questions regarding reorganization.

Is it possible to exchange shares?

When deciding to reorganize the organization, an exchange of shares is possible. It is carried out between the participants of the reorganized enterprise.

Otherwise, the only member of the society that will emerge will be the society to be transformed.

If the spin-off of a new legal entity

If a new limited liability company is allocated, then it is subject to full registration. In this case, the payment of a fee is obligatory, its size is 4 thousand rubles.

A company that has not been registered has no right to continue its activities. Thus, transformation in the form of selection is not an easy process that requires responsibility and attention.

It differs from other forms in that the reorganized institution does not stop its activities, and the enterprises created by it become independent.

When is reorganization needed by spinning off a new legal entity?

Spin-off is one of the forms of reorganization, in which, on the basis of an independent organization a new business appears(one or more), which has part of its rights and obligations.

As a result of this procedure, state register there is a record of one or more new economic entities. At the same time, the company from which they spun off continues its activities.

Most common situations, in which it may be necessary to reorganize by separating:

Company is engaged different types activities, one of which (or several) will be transferred to a new organization (and read about changing the types of activities of an LLC).
In this case, the spin-off will optimize the taxation system and simplify accounting for the activities of both companies.
Organization seeks to restructure its debts. Since some of the rights and obligations of the former enterprise are transferred to the newly created enterprise, this also applies to debts - part of them can also be transferred to a separate entity.
Unresolved disputes or conflicts arose between the owners of the company, as a result of which they cannot continue further joint work. In this case, spin-off is the only way to solve the problem that preserves the business and respects the rights of all involved.
Company seeks to expand its rapidly growing operations by transferring part of the assets to another entity.

Regardless of the grounds and form of ownership of companies, the reorganization procedure by spin-off must be carried out in compliance with all legal requirements.

If the tax authorities discover a clear desire to evade taxes or other debts, the owners may incur serious liability.

Step-by-step instruction of the procedure

Like any other form of reorganization, the procedure for spinning off an LLC has its own action algorithm:

Decision-making by the owners of the enterprise on the reorganization and the choice of its specific form.
Taking inventory and the formation of a separation balance sheet.
Collection and preparation required documents, which are needed to start the procedure (decision or minutes of the meeting and application).
Notification about the forthcoming procedure of registration authorities.
Notification creditors that the firm is in the process of reorganization in the form of a spin-off.
This is done in two ways: by sending written notices to all known creditors about the upcoming allocation and by publishing a message in the media (in the Bulletin). Publications are made twice, with a frequency of once a month.
Formation of the necessary reporting: final, transitional and introductory.
Training documents to carry out the procedure.
Submission of registration documents to the tax authority.
Entry into the state register information about the new company.

At this point, the reorganization procedure is completed.

Typically, reorganization by spin-off, like other forms of reorganization, takes about 2-3 months.

Read more about the division of an LLC into two LLCs.

Preparatory stage

This stage covers all the actions that are performed before the start of the reorganization procedure. The first necessary action is conducting general meeting participants(founders) of the enterprise that is being reorganized. The output of this meeting will be the following documents:

1. Solution on the reorganization procedure (if the owner is one person). There is no statutory form of this document, but in practice it usually contains the following information:

the form reorganization (in this case, separation);
title a new enterprise (or enterprises, if there are several of them);
time and order conducting an inventory of property;
size and order of formation authorized capital new community;
scroll property, as well as the rights and obligations that are transferred to the new enterprise.

2. Meeting minutes- if there are several owners. It fixes the procedure for holding the meeting, as well as the results of voting and the decision taken as a result. Basically, the protocol contains the same information as the allocation decision.

After the decision is made, an application is submitted to the registration authority to start the reorganization procedure, to which a copy of the decision on separation or the minutes of the meeting is attached. Application deadline - 3 days from the date of the decision to reorganize.

Registration actions

Notification of the registration authority by submitting the relevant documents - the most important step in the entire reorganization procedure.

This stage has a conditional division into two parts:

1. Actions that are taken at the beginning of the procedure for the reorganization of a legal entity. These include:

application and decision on reorganization into the registration authority;
notification territorial tax authority (the composition of the necessary documents in this case is specified in a specific department of the Federal Tax Service).

2. Actions that are performed at the end of the procedure. After the second publication in the Bulletin, you can prepare a package of documents:

statements(f., and), which must be notarized;
charter new enterprise (two copies);
updated reorganized enterprise;
letter of guarantee on the legal address the organization that is being created;
protocol meetings or a decision to conduct a reorganization procedure;
receipt for payment of state duty for the registration of a new organization;
dividing balance;
copies pages of the Bulletin with published notices of the upcoming procedure;
certificate from the FIU confirming the absence of debt;
proof of notices to creditors(for example, postal receipts).

All these documents are submitted CEO reorganized company to the registration authority. within five days after that, all documents should be ready - both for a new enterprise and for the main one. They can be picked up personally or with the help of a trusted person.

If on the appointed day no one comes to the registration authority for documents, they sent by mail to the legal address of the organization. The moment of completion of the reorganization procedure is the record of the new enterprise.

You can also find on our website a sample deed of transfer upon reorganization by merger, transformation of a CJSC into an LLC and division, read.

Partition balance

Each form of reorganization provides for the preparation of the main mandatory document on the basis of which this procedure takes place. For those forms, as a result of which one enterprise divided into several(or one stands out from the other), it is the dividing balance.

It is a document that displays distribution of assets and transfer of part of them new economic entity.

Partition balance does not have a statutory form, but certain requirements are imposed on its content:

Availability reorganization information(name of the main enterprise and its successor, their organizational and legal forms, date of the procedure);
indication assets, equity and obligations of the enterprise which is being reorganized, as well as the procedure for their distribution for the new company;
application for balance accounting reports, compiled on the last reporting period before the reorganization (on its basis, a separation balance sheet is drawn up).

Before compiling a document, take inventory- this will allow you to most accurately take into account and evaluate the cost of all property that the reorganized enterprise has.

Personnel problems

One of the many important questions that may arise in the selection is distribution of workers main enterprise in the newly established. As with any other form of reorganization, for personnel, such a procedure may entail a number of changes. It is worth noting the most important points and actions that need to be performed when selecting an enterprise:

Drafting staffing . This document is created in accordance with the new organizational structure and staffing needs. It is necessary to clearly define how many employees will be needed for the operation of the new enterprise and how their job responsibilities will be divided.
Broadcast personnel documentation. All documents for employees who are transferred to a new enterprise, from the moment the selection procedure is completed, must be stored in its personnel department.
Notice of upcoming procedure workers. This requirement applies only to those whose working conditions will change significantly after the procedure. If employees agree to continue labor relations, then an addition is signed to their contract with amendments to the contract and a corresponding entry is made in the work book.

When employee's refusal to continue working in a new company, he can be fired from it on this basis.

If he agree to continue working and his working conditions are preserved, changes are made only in work book and personal cards.

All of the above changes take place based on orders issued by the head of the new enterprise. These documents, as well as other personnel changes, must comply with the requirements of current legislation.

Spin-off is one of the simplest forms of reorganization in terms of carrying out, with the help of which from one enterprise other economic entities can be separated(their allowable number is not limited by law).

However, the main organization continues its work, and new companies become independent and independent- from the parent company they receive only part of the rights and obligations.

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