Liquidation of an enterprise through affiliation. Liquidation by affiliation. stage - registration of accession

Liquidation of a company through reorganization in the form of a merger for a CJSC - 95,000 rubles

Period of execution - from 4 months

Accountant consultation — is free

First of all, you should know and understand that liquidation of your company through a merger is the most profitable option for you. Your company will be reorganized and merged with another company. When the reorganization is completely completed, all the rights and obligations of your company will pass to the affiliated company.

Acquisition (not to be confused with takeover) is one of the five methods of LLC reorganization. In fact, interconnection is called a chain of events, the task of which is to implement legal succession between organizations. At the same time, the organization (possibly several) that joins, completely suspends its activities, and will be liquidated, and the successor organization (the main organization) will continue to work with all the rights and responsibilities that have passed to it. Very often the merger procedure is carried out with several subsidiaries to “strengthen the business”.

We will consider one of the main features of affiliation, namely, that by joining one organization can be allowed to take full control over another, with the possibility of its further liquidation, albeit with certain nuances. What are the nuances of joining, and what are the main advantages of liquidation by this method, we will consider later. For now, consider the sequence of the joining procedure.

Stage 1. Documentation preparation process

At this stage, it is planned to hold general meetings on the affiliation under the leadership of the founders of the main and affiliated organizations. At these meetings, a decision must be taken to carry out the reorganization using the accession process and the conclusion of an accession agreement. The agreement must determine the main stages of the reorganization, the charter of the emerging company as a result of the reorganization, the party that leads this process, approve the transfer act, and others.

In the decisions taken at the general assemblies on the accession, a resolution must be adopted to grant the emerging society all the rights to notify state bodies about the beginning of the reorganization process.

Also, a notification application (which is notarized) about the beginning of the process of joining must be drawn up. It is obligatory to fill in the form С-09-4.

Stage 2. Submission of documentation to government agencies

Organizations taking part in the reorganization must, within three days, starting from the day of signing the agreement on reorganization by way of affiliation, notify the bodies of the Federal Tax Service Inspectorate about this process (by entering into the Unified State Register of Legal Entities).

The following list of documents must be submitted to the state tax service:

completed form C-09-4;

a document confirming the intention to carry out the reorganization;

payment of state fees, etc.

Stage 3. Credit institutions notification

Within five days, starting from the day when the certificate confirming the beginning of the reorganization is received, the authorized body of the company is obliged to notify the creditors cooperating with it only in writing about the reorganization process that has begun.

After the official registration of the Unified State Register of Legal Entities about the reorganization process that has begun, this information must be published in the State Registration Bulletin (detailed information is provided on the website of the publication www.vestnik-gosreg.ru), on behalf of the authorized body of the company.

Moreover, this procedure must be performed twice, with a period of once a month.

Stage 5. Coordination with the antimonopoly committee

The Law "On Protection of Competition" states that it is necessary to obtain consent to the merger procedure from the antimonopoly committee if the sum of the assets of the company being reorganized, according to the previous balance sheets, exceeds three billion rubles. The decision of the committee of the submitted organization must be made no later than thirty days of the submission of documents. In certain cases, the antimonopoly committee may extend the period for consideration of documents.

Stage 6. Drawing up a deed of transfer based on the results of the inventory

By conducting an inventory of the assets and liabilities of the enterprise, it is possible to confirm the real data about the property, check and certify the completeness of the reflection on the accounts of the accounting and tax accounting of obligations and determine their validity. In the course of the reorganization process, an inventory is mandatory. And in the end, the deed of transfer is formed.

To discuss the inventory process, the persons responsible for the reorganization hold a meeting where changes are made to the relevant documents. The main changes are an increase in the authorized capital of the enterprise and the entry of new participants. Also at the meeting, all participants vote and elect the main governing bodies of the main community.

Based on the results of the collection, the minutes of the meeting are drawn up.

Stage 7. List of main final documentation

To register the changes that have occurred in the documentation of the enterprise (constituent), acting as the successor, you need to collect a package of documents. The main documents are:

statement on the end of the existence of the organization (form 16003);

application for state registration of changes to the organization (form 13001);

application form 14001;

copy of articles from the journal "Vestnik";

a copy of the creditors' notice, and more.

Stage 8. Completion of the reorganization

An application for the liquidation of the company, which will join in the future, and the introduction of appropriate changes to the charters of the organization - the successor, are submitted to the necessary organization that is engaged in registration, only after the second publication of the article in the Vestnik. In this process, a list of those documents prepared for the previous stage will be used. Along with these, the forms of documents of the forms: No. 14001, No. 13001, and No. 16003 must be certified and confirmed by a notary.

Information on the suspension of the activities of an LLC is entered into the state register of organizations. This happens after a five day period. Then after that, the body that carries out the registration issues all the necessary documentation to this organization. And only from this moment can the reorganization be considered completed.

Above, we have identified a specific procedure, it can be seen from it that the merger and liquidation is a rather complicated procedure. I propose to consider how it actually justifies itself in the context of liquidation.

In what cases will it be necessary to take advantage of the liquidation of an organization by joining?

Before answering, we need to determine what the disadvantages and most important advantage of the merge will be.

In the case that we are considering, we can only talk about the advantages, of which two main ones can be distinguished. The first advantage is that obtaining certificates confirming the absence of any debt to such structures as: FSS and PFR is not required for the accession procedure. On the one hand, it may seem that this is not a privilege, but you must agree - often we have to withstand a long time to get one of these documents. The second advantage is that the size of the state duty has been slightly reduced: during the merger procedure, you need to pay about 1.5 thousand rubles, and during the merger procedure - 4 thousand rubles.

Do not forget that any reform operation, including the acquisition, replacement of the CEO or founder, is not the main method of liquidation and can entail quite serious risks. In this case, we mean subsidiary liability. What is meant? In the event that a company has discovered that it has a certain amount of debts due to the leadership of the previous founders, then, most likely, it will be the current leaders who will need to pay them back. Even in spite of the fact that the company - the assignee will be held liable from the very beginning.

Consequently, only companies without debt can be advised to consider reorganization by merger as an option of formal and voluntary liquidation, which will save a sufficient amount of money and time.

Simply replacing the CEO or chief accountant makes no sense. The IRS will start checking right away and can figure out what the company owes its creditors or business partners. If this is discovered, it will be almost impossible to change the legal address of your company. Therefore, the reorganization of the company is the most correct decision for you. But, unfortunately, not in the most reliable way. Creditors or other authorities can sue the company executives who were before the reorganization.

As practice shows, voluntary liquidation of a company is the most correct decision. After the company is declared bankrupt, it will completely cease its work, and all duties and rights are removed from it. And the heads of the company, no one will be able to bring to any responsibility.

If you chose liquidation (affiliation), then you made the right choice. The liquidated company is removed from tax records at the place of registration of the company. Immediately after that, all the rights and obligations of the company are transferred to the new head of the company.

The package of necessary documents is submitted to the state authorities by the new owner of the company. You will only need to sign a statement to officially close the company. And in a few months, you will sign the rest of the documents. After resolving all the nuances, the rights and obligations of your company will pass to the new owner. It is possible to liquidate a company by merger only if the company has small debts to creditors and the state. If the debts are very large, then the best option for the company is to carry out liquidation by declaring the company bankrupt.

The time required for the liquidation of the company by the merger can take up to four months.

In the course of the activities of legal entities, circumstances often arise that require the liquidation of the organization to be carried out, but often voluntary liquidation may be unacceptable for various reasons. In this case, you should pay attention to such a way of carrying out this procedure as reorganization into a region. It is performed according to strictly defined rules that must be followed for the successful completion of this procedure.

Reorganization to the region

Liquidation through reorganization in the form of a takeover is a convenient and quick way to close a company and obtain an official certificate of liquidation of a legal entity. This method is one of the few that allows you to quickly terminate the activity of an enterprise, and make an entry about it in the Unified State Register of Legal Entities.
Closure of a company through reorganization is carried out mainly in the form of a merger with another LLC. Reorganization in the form of affiliation has obvious advantages - it is lower financial costs, as well as less time required to complete the entire procedure, and most importantly, there is no tax audits.
Thanks to the well-established business relations in almost all regions of our country, we successfully provide services for this method of liquidation throughout Russia. You will not be required to take practically any part in this procedure; we will undertake the preparation of all the necessary documents, submitting and receiving them from the tax authorities.

Liquidation of LLC by merger

As a result of liquidation through a merger (affiliation of an LLC), you will receive an official certificate of the termination of the company's activities, i.e. liquidation certificate. The unified state register of legal entities will contain a record that the company has ceased its activities and is liquidated. As a rule, liquidation through reorganization occurs with a company located in another region of the country. The reorganization of a legal entity is a legally legal way to terminate the activities of legal entities, and is an accelerated opportunity to liquidate a firm.
This method is chosen by companies that have some problems and shortcomings in their financial activities. Organizations are subject to exclusion from the state register of legal entities as a result of reorganization through merger or acquisition. The main advantage of this type of termination of the company's activities is that there is no need to request permission from the registration authorities, to wait for the appointment of tax and other inspections.

A common option for the liquidation of a company is reorganization through takeover. This event often serves as the basis for business enlargement, uniting several small subsidiary companies.

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Features of the event

Along with a change in the management or address of an enterprise by selling a business, a merger is a type of alternative liquidation. This method is considered more credible due to the exclusion of the former firms from the state register, overlooking the presence of a successor with the transfer of all obligations of the acquired firms. That is, the risk of liability of a new organization increases in proportion to the presence of risks in other enterprises.

What's this?

The essence of the procedure consists in a set of actions to terminate the activity of the affiliated enterprise (one or several) with the transfer of succession to the main company - the successor, which continues to function. At the same time, the companies that join completely complete their independent work, going through the procedure of liquidation and exclusion from the register. The difference from a similar merger procedure is that during the merger process all participating organizations stop working and a completely new successor company is registered.

Note: it is worth remembering that in the process of accession, the taxpayer is not required to independently carry out actions to notify the tax authorities.

If it turns out that the employees of the Federal Tax Service Inspectorate do not have the necessary information about the termination of the organization as a result of reorganization, all that is required from the company is to submit a copy of the certificate of the completed procedure with the attachment of a cover letter from the former head of the company stating that he is no longer listed as an official person, and the organization ended its activities as a result of accession. Based on these documents, the content of information about the organization in the register will be corrected by making the necessary entries by tax officials.

Feasibility of the procedure

Which firms should use the join method? First of all, these are companies that are thinking about liquidation due to the presence of large amounts of arrears on various obligations, including tax. In addition, these are firms in the accounting of which there are significant gaps and it is cheaper to get rid of the business in this way than to restore accounting, go through possible inspections, communicate with tax and other authorities.

If the management of the company has decided to end the financial and economic activities of the enterprise, it is worth considering all possible methods of liquidation before the start of the events: official, alternative, voluntary, through bankruptcy.

Study the pros and cons of all procedures and only then proceed directly to the implementation.

The main disadvantage of any “gray” scheme is that the liquidated society continues to be the object of an offense and accumulates penalties even in the event of liquidation. Consequently, all previous participants / owners can at any time be brought to administrative, criminal and tax liability for violations that took place during the period of work.

The undoubted advantages of this method are:

firstly, lower financial costs compared to other methods of reorganization (the size of the fee is not four thousand rubles, but one and a half rubles);
secondly, there is no need to obtain certificates of the presence / absence of debts to social funds - the Pension Fund of the Russian Federation and the Social Insurance Fund, which significantly saves time in the harsh conditions of modern business;
thirdly, the legal subtleties of the procedure are such that the affiliated organizations cease their activities with the entry of an entry in the unified register;
fourthly, with almost 90% probability, this is the absence of tax audits, especially if the participants do not belong to large taxpayers or tax arrears. After joining, all responsibilities for the accrual / payment of budgetary and extra-budgetary payments are transferred to the assignee without any difficulty.

Liquidation by affiliation in stages

In this form of LLC liquidation, several main stages of the procedure can be distinguished, namely those concerning:

preparation of initial documentation;
submitting documentation to registration structures;
notifications of creditors and interested parties;
publication of information in the printed edition;
obtaining permission from the antimonopoly authorities;
conducting inventory actions;
drawing up an act of transfer;
preparation of final documentation;
registration of changed data in government agencies.

Package of documents

Before proceeding with the preparation of the initial forms of documents, each of the affiliated companies should start organizing general meetings of founders / participants for the purpose of considering and approving decisions on reorganization and signing the corresponding agreement.

This agreement should regulate the main stages of the process:

terms;
the amount of the authorized capital of the successor company;
distribution of financial costs among the companies participating in the merger;
appointment of the main enterprise as the head of the process and so on.

All decisions of the participants in the accession must contain a provision on the transfer of powers to the selected main company to inform the IFTS and publicly post notes in the media.

In addition to the above documents, at this stage, you should fill out the forms:

statements notifying the state. authorities on the upcoming accession (subject to notarization);
messages in the form C-09-4 (filed at the legal address in the tax office);
additional forms, the list of which must be clarified directly with the registration authorities.

After the approval of the decision, all participants in the reorganization, within 3 days, should notify their IFTS about the upcoming event with the provision of: decisions, messages in the form C-09-4, other documentation.

The main participant should also notify his IFTS with the provision of: decisions and statements. Three days later, employees of tax inspectorates make entries in the register about the fact of the beginning of the procedure and issue certificates.

Notice, publication

Within 5 days after receiving the certificate, all participants are required to begin activities to notify creditors. Notification must be carried out in writing by mail by sending registered letters with mail notification forms and an inventory attachment. It is mandatory to draw up a document such as.

The register of creditors should include the following:

list of identified creditors;
the amount of the indicated debts;
grounds for making claims;
the designated order of repayment.

The register is compiled in rubles or in foreign currency (in relation to creditors, settlements for which were carried out in foreign currency units) at the rate of the Central Bank at the time of the start of the liquidation measure.

What requirements can be entered into the register:

unliquidated obligations for settlements for goods (works / services);
borrowed funds received, including accrued interest;
the amount of compensation;
amounts resulting from illicit enrichment.

To get on the list, creditors must submit their claims in the prescribed manner. If, despite the presentation of claims, the creditor was not included in the register, he has the right to apply for restoration to arbitration.

In addition, all interested parties should take care of the availability of documentation that proves debts, such as contracts, acts of completion, invoices and invoices, and other business correspondence.

Only after the repayment of the claims declared in a timely manner is the repayment of the undeclared amounts.

The next stage, often carried out by the main participant, is the publication of notes in a special edition “Bulletin of the state. registration ". This action is carried out twice with the publication of a repeated message no earlier than a month after the initial one.

Watch a video on the responsibility of business owners in the event of a liquidation of a company

Antitrust Authority

Under the current competition law, a number of particularly large enterprises may require the consent of the Antimonopoly Service.

These enterprises include those whose assets, according to the latest data, exceeded 3 billion rubles.

The time frame for making a decision is set individually, usually thirty days from the date the information is provided.

Inventory and deed of transfer

Each of the reorganized enterprises is obliged to make an inventory of property and monetary assets and liabilities. The data obtained during the inventory activities are the basis for drawing up such an important form as a deed of transfer.

Reorganization cannot be carried out without this act.

The information specified in the document becomes the basis for the subsequent compilation of general balances. In addition, in the future, the new enterprise will put on the balance sheet new property and will be able to make up.

Registration of changes

At the last stage, in order for the registration of the fact of accession to take place successfully, it is necessary to properly prepare the final package of documentation, which includes copies of:

Decisions (for each enterprise and general).
Applications in the form (submitted by all affiliated organizations).
Applications in the form (submitted by the main enterprise).
Minutes of the general meeting of all members of the reorganization.
Reorganization agreements.
Deed of transfer.
Copies of the publication note.
Copies of the notice to all interested parties.

After the re-publication in the "Bulletin" has taken place, you should fill out the application forms for the liquidation of the affiliated companies and for making changes to the constituent documents of the main company.

The forms listed in clauses 2-4 are subject to notarization. Five days after the submission of the final forms, an entry is made in the register, the necessary certificates are issued - the procedure is completed.

Risks

Despite the obvious advantages of the considered method, the coin always has two sides. Likewise, the accession, being a kind of alternative liquidation, has negative negative consequences in the form of, first of all, huge risks of subsidiary liability.

If the reorganized enterprise has debts at the time of liquidation actions, including those that have not been identified or not recognized, then the former owners are considered responsible for them, regardless of the fact of a change in management.

As a result, it is best to officially complete their activities by merging those firms that do not have an “inheritance” in the form of debts to creditors.

Other joining risks include:

almost one hundred percent probability of the appointment of an audit by the tax authorities immediately after the start of the reorganization, especially in the presence of large amounts of tax arrears;
administrative and tax liability in the event of the merger of companies with obligations;
refusal to recognize the reorganization as legal, if creditors were not notified or it was revealed that the procedure was carried out not at all for the purpose of carrying out activities.

When choosing a way to close a company, many questions arise, to which it is not always easy to find answers. It is difficult to do without the help of a professional lawyer. When you try to complete the activities of a legal entity on your own, you cannot do without mistakes, and in this case, large fines and penalties are implied. When discussing options for closing companies, special attention should be paid to the liquidation of firms through reorganization - the pros and cons of this method.

When choosing a suitable scheme for completing an organization's activities, first of all, it is worth being guided by its state: the presence or absence of debts. The degree of "transparency" of relations with the tax inspectorate also plays an important role in choosing the method of liquidation. Reorganization has become quite widespread due to the possibility of closing the company, even in the presence of a small amount of debt. But its main drawback is the transfer of rights and obligations to the so-called legal successors, other companies. In this regard, the process should be supervised by experienced specialists who will take into account all the nuances of such a procedure.

What are the forms of reorganization?

In a situation where there is a need to close a company, it is necessary to choose the most appropriate method. can be conditionally divided into two types - compulsory (by court decision) and voluntary (by decision of the founders). They are used depending on the circumstances of the company. Reorganization of a firm is an additional (or alternative) way to liquidate an organization. It can take one of five forms, which are listed in article 57 of the Civil Code (hereinafter in the article - the Code). These include:

merger,
accession,
separation,
selection,
transformation.

Each type has its own characteristics and is used under certain circumstances. In some cases, the simultaneous use of several types is permissible (Article 57 of the Code). The most common are the first two. When a company is reorganized through a merger, liquidation takes place, and, accordingly, the termination of business activities of all firms that take part in the merger. The created organization becomes the legal successor.

Reorganization of a company by affiliation consists in the merger of one firm with another. As a result, the latter becomes the legal successor. The first is liquidated and ceases business activity. These methods allow to carry out the closing procedure as soon as possible and according to a simplified scheme.

Pros and cons of reorganization

Liquidation and reorganization of a company are one and the same process - the closure of a legal entity. Moreover, there is a certain difference between them. Liquidation involves the full repayment of unfulfilled obligations. In the event of reorganization, they pass to the assignee, who will have to execute them. The choice of one or another method of closing a company is influenced by specific conditions, for example, the presence of debt to the state or creditors.

Reorganization, like other methods of closing a firm, has its own strengths and weaknesses. Compared to ordinary liquidation:

takes significantly less time - on average three or four months,
its process is less laborious,
it is possible to carry out the procedure even if there is a small debt both to the state (tax authorities) and to counterparties,
when carried out in accordance with the established requirements, it is recognized as absolutely legal and excludes any claims from state bodies.

There are many positive aspects of liquidation through reorganization, but there is also a negative aspect. The main disadvantage is the presence of a legal successor. This fact means that the obligations of the reorganized company are not "canceled", but transferred to another person. In such a situation, autumn is important for an experienced lawyer to deal with the process. If the reorganization is carried out incorrectly, claims against the former owners may arise, which will lead to significant fines and penalties.

For a clear presentation of the positive and negative aspects of voluntary (ordinary) liquidation and reorganization, we summarize the important aspects of the two forms:

Features of reorganization

To solve the problem with existing debts to creditors and the budget, as well as existing obligations, the choice of reorganization, the preferred form of which will be a merger or acquisition, will be the most optimal. It will allow you to achieve the termination of the company's activities in a short time. Of course, the debts will not disappear, they will simply go to the successor, who, in turn, will have to pay them off, as well as fulfill the obligations assumed. In the process of reorganization, it becomes necessary to notify the tax (IFTS), insurance (FSS) and pension funds (PFR). The deadline is three days from the date of the decision on the merger or acquisition.

It is imperative to inform creditors about the upcoming event. If these requirements are violated, the procedure may be invalidated. To complete the process, a package of documents is submitted to the tax office that informs about the closure of the company due to reorganization. After deregistration and making a corresponding entry in the Unified State Register of Legal Entities, the organization is considered officially closed.

The liquidation of a company through reorganization is characterized by a notification procedure. Tax audits and other obstacles will not interfere with this procedure. This is due to the fact that the obligations of the reorganized company remain, as well as debts. For this reason, the regulatory authorities do not need to prevent this form of liquidation. In most cases, this method is considered the fastest and most convenient.

The method of determining the legal successor depends on the form of reorganization. Basic information is contained in article 50 of the Tax Code. It specifies the procedure for making commitments. The assignee is obliged to pay the debt, regardless of whether he knew about it or not before the reorganization. This fact is recorded in the second paragraph of this article.

Subsidiary liability - what is the threat of ignorance of the law?

The responsibility of business owners is an important point in determining the company's debts to creditors and the budget in liquidation. Judicial practice, as well as approaches to tax administration, are not static indicators. Changes and improvements are taking place that do not always have a positive effect on taxpayers. The idea is firmly rooted in the mass consciousness that the owners of limited liability companies risk only their share in the authorized capital. In reality, this is not the case.

Many businessmen consciously or unconsciously ignore such a concept as “subsidiary liability”. Some do not know anything about him, others - once heard, but were not interested in the details. So what is its essence? Responsibility of the founder or CEO, as well as influencing the decision-making of an individual, which involves the reimbursement of the company's debt to creditors and the budget with personal property and money, and not just the size of the authorized capital, is called subsidiary. Thus, the founder risks not only the company's funds, but also his own savings.

The company's activity is a complex process, on the correct organization of which the longevity and efficiency of the business depends. No matter how well the work is done, under certain circumstances a situation arises in which you have to close the company. The liquidation process is not much easier than registration. To complete the activity, it is highly advisable to contact professionals, law firms. They will help you to go through the process of closing the organization with the least loss. At the same time, it will not be superfluous to understand all the pros and cons of the liquidation of firms through reorganization for the businessmen themselves.

Video - “Federal Law 99-FZ. Reorganization"

In the process of doing business, entrepreneurs have to make decisions that can fundamentally change the nature of the firm's activities and entail beneficial and not only consequences for the business itself. Liquidation of the company through a merger can become one of such solutions. This choice can give new life to weakened firms or a new round of growth for growing entrepreneurs. Let's take a closer look at this process.

Liquidation or reorganization?

The Civil Code, giving a definition of liquidation, indicates that under this procedure, the rights and obligations of the organization are not transferred to other persons in the order of succession.

The process in which, after the termination of a firm's activities, another company assumes its rights and obligations is called reorganization, but the very fact of closing a firm allows non-specialists to call it liquidation.

The Civil Code of the Russian Federation (Article 57) establishes five options (types, ways, forms) of reorganization:

merger - several firms merge into one and cease to exist;
affiliation - one company joins another, after which the first is excluded from the Unified State Register of Legal Entities;
division - one firm is divided into two or more firms and ceases to exist;
separation - a new firm is separated from the firm, while the original organization continues to function;
transformation - the company changes its organizational and legal form and no longer exists in its previous form.

In this article, we'll take a closer look at merge refactoring.

Legal entity reorganization: merger

Let us investigate the issue on the example of LLC liquidation by merger. The step-by-step instructions in this case will illustrate the process in question.

1. The decision on reorganization must be made by the general meeting of the company's participants. As indicated by para. 2 p. 8 art. 37 of the Law on LLC of 08.02.1998 N 14-FZ, this decision must be unanimous.

2. The same meeting decides to approve:

merger agreement;
the charter of the united company;
deed of transfer.

These documents are drawn up at the general meeting of the participants of the merging companies.

3. Within three days after the general meeting makes a decision, it is necessary to notify the tax authority about the upcoming events. To do this, the following are sent to the inspections at the place of registration of both companies:

reorganization message (form С-09-4);
decisions on reorganization made by the governing bodies of the merging companies;
other required documents.

The inspectorate in which the combined company will be registered must also be notified of the merger at the same time. For this, the following are submitted:

reorganization notice;
decisions of companies to merge.

4. Creditors of both companies are notified of the reorganization. The authorized society publishes the corresponding notification in the official source - “State Registration Bulletin”.

5. A merger must be agreed with the antimonopoly authority if:

the assets of the companies exceed 3 billion rubles;
total revenue for the previous year exceeded 6 billion rubles;
one of the companies was found to be a violator of antitrust laws.

6. For state registration of reorganization, the following shall be submitted to the tax authority:

application for state registration of a legal entity created through reorganization (form P12001);
minutes of the meeting of the participants of the merging companies;
merger agreement;
deed of transfer;
the charter of the united company;
copies of publications in the Vestnik;
copies of documents confirming the creditors' notification of the merger;
consent of the antimonopoly authority (if necessary);
a receipt for payment of the state duty (the amount of the state duty is 4000 rubles).

The merged company is considered reorganized from the moment of registration in the Unified State Register of Legal Entities and the termination of the activities of the merged companies. From this point on, we can talk about the liquidation of an LLC through a merger.

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