What national procedure is mandatory during a merger? Preparing for the M&A Process

Sometimes there comes a point when a business is no longer profitable, and the only way to do something about it is to carry out a complete reorganization. This process is fully regulated by Article 57 of the Civil Code of the Russian Federation, as well as Articles 52 and 16 of the Federal Law.

One form of reorganization is a merger, which differs from all others in that the reorganized companies cease to exist, merging into one. All their staff, all their debts and all their inventory becomes common: from several small companies one big one is formed.

Step-by-step instruction

Of course, like any operation carried out in accordance with the law, the reorganization must be legally formalized and take place in a clearly established manner:

• Selection of participants in the process. Initially, the merger participants must agree to form one large company. The minimum number is two, the maximum is not limited, and all of them must belong to the same legal category: either it must be a joint-stock company or an LLC. Joint-Stock Company cannot join a limited liability company, to do this he must first change his own form.
• Acceptance of procedure agreement. Having made a decision, the boards of directors of all enterprises must hold closed meetings, the results of which form the agenda for the general meeting. The minutes of the meeting of the board of directors must indicate the timing of the general meeting, how it will be convened, as well as what issues will be discussed there and in what order.
  When this is finished, a general meeting is held and the following is discussed:
  • the problem of reorganization itself;
  • procedure for signing the merger agreement;
  • procedure for signing the transfer deed;
  • procedure for notifying the state.

  It is also important to determine who exactly will submit documents to government agencies. As a rule, they are submitted by one company, which is selected by the others. The minutes of its general meeting should be dated a day later than all the others.

• State Notification. To the authorities state registration documents are submitted by the selected company. Each enterprise submits documents to the tax authorities separately at its actual address. This is done no later than the third day after the decision to carry out the procedure is made.
• Notification of creditors. Since creditors play an important role in the life of any company, and for reorganized companies they often remain the same, they must also be notified no later than five days after the official decision is made. This is usually done in writing, which indicates how many organizations are involved in the process, brief information about them, as well as the conditions under which the reorganized company agrees to continue working with creditors.
  Upon receipt of the notice in person, the creditor must sign for its receipt. Or you can send the document by registered mail, which will allow you to consider it received when a delivery note arrives from the mail.
• Publications. After the successful reorganization, when the state registration authorities have already issued a certificate to the resulting company that the procedure was successful, an announcement about this event should be placed in the State Registration Bulletin. It should indicate which companies were reorganized and what happened as a result. The first time the announcement is published immediately after the merger, the second time - a month later, when the company is already operating as usual. This is necessary to notify everyone who worked with her or plans to work in the future.
• Notifying all involved. In addition to creditors, you should notify everyone who has some connection with the resulting company. This is logical not so much even from legislation, but from reasons of consistency and politeness: counterparties must make changes to their document flow so that it remains legal.

Latest changes in reorganization legislation legal entities you can watch in the following video:

Required documents

In order for the merger to become possible, the following documents must be submitted to the state registration authorities:

• A statement from each person involved, providing their full legal details and confirming that the process is being carried out with the full recognition and approval of all participants.
• A decision to reorganize a legal entity made by the board of directors of each individual firm.
• A merger agreement, which states under what conditions the parties agree to merge, what requirements they are going to comply with, what time frame the procedure will take, and what will happen if one of them violates the agreement.
• A transfer act that regulates the transfer of employees and property of all organizations.
• A document indicating that the state fee has been paid.

You need to fill out the paperwork carefully - the information in it must be up-to-date, reliable and clearly stated so that you do not have to submit the package again.

Transfer of property, rights and obligations

Notifying the state is not enough. We still need to make sure that everything goes according to plan. Property must be transferred, workers must be re-registered, old debts must be paid:

• Transfer deed. It regulates all property owned by the merging companies. It should be dated by the last date of the reporting period and include in it everything that can be useful: real estate, cars, technical equipment, even intellectual property.
  It is important to remember that the information specified in the act must be up-to-date - it is impossible for the newborn organization to transfer already obsolete or broken property, as well as inventory that has long been written off. It is also impossible for something that no longer exists to pass to her, for example, something stolen. You can indicate everything briefly, just in a list, or you can make an appendix to the act with detailed description each position, which can take up to hundreds of pages.
• Transfer of claims and obligations. The debts of the company participating in the merger are transferred to the newborn company automatically; no documents need to be completed for this. You should simply continue to fulfill the once-concluded agreement. If the obligations were of an exclusively informal nature and were not documented, they are still inherited and must be fulfilled, otherwise the deceived party may sue.
• Transfer of real estate. Despite full continuity and the instructions in the transfer deed, the resulting organization must apply to the State Register and, after paying the fee and providing all documents, officially transfer everything to itself.
• Transfer of accounts, transactions, branches. Banks should be provided with complete information about the procedure and all accounts should be reissued to the newborn company. All concluded transactions should also be reissued. Branches should be transferred in advance to the ownership of the new organization.
• Transfer of intellectual property and licenses. If the merged companies traded intellectual property or needed permission to operate, the resulting company needs to re-register all licenses and patents to itself by paying a state fee.
• Personnel transition. There are two ways to re-register workers: fire them all from the merging companies and hire them into the new one as usual, or do not transfer them anywhere, but simply make them work books a record that the company was reorganized.
  An employee may refuse the transition and resign - in this case, his dismissal takes place as usual and does not require special attention. The rest continue to work, and an entry like this is entered into their employment records: “The limited liability company “Horns and Hooves” was reorganized by merging on January 20, 2016 with the limited liability company “Tails and Horseshoes.” Signature, number."

Since all transitions require time and money, there are two ways in which they can be accomplished:

1. On one's own. In this case, representatives of the merging companies independently run through the authorities, sit in queues and sort through documents. It's not so much energy-consuming as it is tedious, and requires professionalism and attention to detail.
2. With the help of a hired lawyer. In this case, the hired employee goes through the authorities. He sits in lines and fiddles with documents.

With due attention and a careful approach to business, any company can carry out this procedure on one's own.

Magazine "Consultant"

Andrey Nikonov, partner of the law firm Pepelyaev, Goltsblat and Partners

The process of mergers and acquisitions of companies can be legally represented in the form of reorganization of the enterprise, its liquidation with the transfer of assets to the acquiring company and the inclusion of the enterprise in the holding.

In the first case, two different companies form one. In the second, the composition of participants (shareholders, owners) of the enterprise only changes. In the third, the subsidiary (dependent) company functions as an independent company.

Reorganization process

Company reorganization can occur in two ways.

The first is in the form of merger of one company with another. In this case, the merging company is liquidated, and the assets, property, rights and obligations of the liquidated company are transferred to the legal successor. That is, the legal successor pays not only for its previous obligations, but also for the obligations of the acquired company.

The second way is in the form of a merger of two organizations into one new one. In this case, both parties to the reorganization transaction are liquidated. And all their rights and obligations are transferred to the newly created legal entity.

Responsibility for tax obligations

The transfer of obligations upon accession or merger of the parties is formalized by a transfer deed. It must indicate the amount of unpaid taxes and fees. In this case, the legal successor must pay the following obligations:

• identified before the completion of the reorganization and specified in the transfer act (including taxes, fees, penalties and fines for violation of tax laws);
• for taxes and fees identified by inspectors after the completion of the reorganization, as well as penalties for their late payment.

Tax authorities do not have the right to require the successor to pay fines imposed after the completion of the reorganization for violations committed by the legal predecessor before the reorganization.

However, fines are an insignificant part of tax liabilities (10–20%, in rare cases – 40% of the unpaid tax amount). Much large amounts tax authorities collect for obligations related to the payment of taxes and penalties. The taxpayer must fulfill them regardless of when the fact of underpayment of taxes is established: before or after the completion of the reorganization.

Therefore, before carrying out the process of merger or accession, it is necessary to take an inventory of the tax obligations of companies. You only need to check the period that is available for inspection by the tax authorities - the three previous ones calendar years and the current year.

Hidden tax potential

Checking the tax obligations of the acquired company also has another meaning. After all, the organization could have overestimated their size. For example, overpaying taxes due to an accounting error. Overpayment may also arise due to uncertainty in tax legislation. The enterprise, in order not to take risks, could apply the law in an interpretation that excludes claims from the tax authorities.

In this situation, you should not limit yourself to a three-year period. The fact is that tax legislation allows, at the expense of overpaid taxes, even if more than three years have passed since their payment, to pay off arrears on other taxes and upcoming payments.

Income tax

When a company is reorganized, taxpayer-shareholders do not generate a profit (loss) taken into account for tax purposes (clause 3 of Article 277 of the Tax Code of the Russian Federation). This rule allows you not to include:

• positive value in income net assets annexed or merged company;
• expenses include the negative value of the net assets of the acquired or merged company;
• in the income of the successor (newly created company) the difference between the market valuation of the assets of the acquired (merging) enterprise and the paid value of its shares, and if the specified difference is negative, do not include it in expenses.

Example 1

Situation 1. Organization A acquired a 100 percent stake in company B, paying 50 million rubles for them. Then organization A merged company B, the net value of which was RUB 90 million. The benefit of company A in the form of the difference between the net value of the acquired assets and the cost of purchasing shares (40 million rubles) is not subject to income tax.

Situation 2. The net asset value of acquired company B is 40 million rubles, and the cost of purchasing its shares is still 50 million rubles. After the merger, the shares are redeemed, that is, organization A disposes of property worth 50 million rubles. At the same time, property with a net value of 40 million rubles is added. How to deal with a loss from such a transaction will be discussed below.

With regard to the value at which property should be accepted for accounting by the acquiring organization, there are two options for law enforcement practice.

1. The acquiring organization is the legal successor of the acquired enterprise for all transactions concluded before the moment of reorganization. In this case, the value of the property at which it is accepted for tax accounting reorganized legal entity will not change. The loss from the redemption of shares of the acquiring organization is not taken into account by the acquiring organization when taxing profits. In the example discussed above, property is accepted for accounting at a cost of 40 million rubles, and a loss in the amount of 10 million rubles. is not taken into account when calculating income tax.

2. The value of shares and other property for tax accounting purposes is determined by the successor based on the actual costs of its acquisition. In the example considered, company A accepts property for accounting at a cost of 50 million rubles. and it is this value that is involved in the calculation of income tax.

The second option is more attractive. After all, Chapter 25 of the Tax Code does not provide for exceptions from the general procedure for determining the value of property for cases when it is received after reorganization. However, the lack judicial practice may give rise to a dispute regarding the choice of one of these options.

To better understand the content of the second option, let's consider the proposed situations in more detail.

Example 2

Let's use the conditions of example 1.

Situation 1. The net asset value of the acquired company is 90 million rubles. Let’s assume that it is determined based on the following indicators:

Company A must reflect the cost of acquired assets in tax accounting as follows.

Then you need to determine the difference between the net value of the acquired assets and the costs of the assignee to obtain these assets - 40 million rubles. (90 – 50).

Further, the successor must distribute the difference between the cost of the acquired assets and the actual costs of their acquisition among the assets in proportion to their value in the total value of the assets. We obtain the following relations:

• cost of fixed assets of the legal successor: 120 – 40 x 120: 270 = = 102 million rubles;
• cost of materials and goods from the legal successor: 60 – 40 x 60: 270 = = 51 million rubles;
• cost of finished products from the legal successor: 90 – 40 x 90: 270 = = 77 million rubles.

The total value of the assets in the tax accounting of the legal successor will be 230 million rubles. This corresponds to the difference between the value of the predecessor's assets and the successor's costs to acquire those assets.

Situation 2. Net asset value is 40 million rubles, and the cost of purchasing shares is 50 million rubles). We will determine the value of assets in the tax accounting of the legal successor in the same way as in situation 1. Let us assume that the net value of assets is formed from the following indicators:

Company A will determine the value of assets in tax accounting as follows.

Then you need to determine the difference between the net value of the acquired tax assets and the costs of the assignee to obtain these assets of 10 million rubles. (40 – 50).

Further, the difference between the cost of the acquired assets and the actual costs of their acquisition, company A must distribute between the assets in proportion to their value in the total value of assets. We get the following results:

• the cost of fixed assets of the legal successor is 124.4 million rubles. (120 + 10 x x 120: 273);
• cost of materials and goods of the legal successor – 62.2 million rubles. (60 + 10 x x 60: 273);
• cost of finished products of the legal successor – 93.3 million rubles. (90 + 10 x x 90: 273).

Cash is reflected in tax accounting at a nominal value. Therefore, part of the difference between the value of redeemed shares and the value of assets attributable to cash, constitutes a loss to the successor. Taxable profit cannot be reduced by its amount (clause 1 of Article 277 of the Tax Code of the Russian Federation).

Thus, the assignee reflects the funds received in accounting at a nominal value of 3 million rubles. At the same time, a loss in the amount of 0.1 million rubles. (10 x 3: 273) does not reduce taxable income.

The total value of assets in the tax accounting of the legal successor will be 282.9 million rubles, which corresponds to the difference between the value of the assets of the legal predecessor and the costs of the legal successor for the acquisition of assets. At the same time, part of the difference attributable to cash is not taken into account as part of the value of the acquired property in the tax accounting of the legal successor, that is, it is lost.

The above analysis shows that if the value of the acquired shares of the acquired company is less than the net value of its assets, then it is more profitable for the organization to follow the first option. That is, reflect assets at the value indicated in the tax accounting of the predecessor.

In the opposite situation, it is more profitable for the company to act according to the second option. It will allow part of the costs of acquiring shares to be transferred to the cost of the acquired property, thereby creating the prerequisites for an additional reduction in the tax base for transactions related to the use and disposal of this property.

When selling goods and transferring property rights you need to pay VAT (clause 1 of article 146 of the Tax Code of the Russian Federation). However, paragraph 3 of Article 39 lists cases when tax does not need to be paid. Thus, it is said here that the transfer of an organization’s property to its legal successor(s) during reorganization is not recognized as a sale (subclause 2, clause 3).

If the company uses the property in the operations specified in paragraph 3 of Article 39 of the Tax Code, then it must restore the amounts of VAT previously accepted for deduction. Moreover, for depreciable property, only that part of the tax that falls on the residual value of the property needs to be restored.

The question arises whether it is possible to deduct VAT that was restored upon transfer of this property to the legal successor. The fact is that if the assignee uses it for transactions subject to VAT, then there are no legal grounds for taking into account the corresponding amount of VAT in the cost of the transferred property, just as there are no obstacles to applying a deduction for this amount.

Let's turn to the Tax Code. From subparagraph 1 of paragraph 2 of Article 171 it follows that VAT can be offset if:

• the tax was presented to the taxpayer and paid by him;
• goods purchased for transactions recognized as VAT objects;
• the goods are not mentioned in paragraph 2 of Article 170 of the Tax Code.

In our situation, goods, including goods, were purchased and paid for by another organization, but the taxpayer is its legal successor (Clause 5 of Article 50 of the Tax Code of the Russian Federation). Succession in relation to transactions made by a reorganized legal entity and their tax consequences is regulated by the Civil Code. It says here that “when a legal entity is merged with another legal entity, the rights and obligations of the merged legal entity are transferred to the latter in accordance with the transfer deed” (Clause 2 of Article 58 of the Civil Code of the Russian Federation). This rule also applies to tax legal relations. Thus, the Presidium of the Supreme Arbitration Court used it when resolving tax disputes in a letter dated August 28, 1995 No. S1-7/OP-506 and in resolutions dated March 3, 1998 No. 1024/97 and March 14, 2000 No. 1463/ 99. These resolutions were adopted on disputes that arose before the Tax Code came into force. However, the Supreme Arbitration Court, referring to the Civil Code, came to the conclusion that its norms give rise to such succession. That is, the norms of the Civil Code of the Russian Federation on succession, taking into account the meaning given to them by arbitration practice, also regulate tax legal relations.

If the successor company uses the received property in transactions subject to VAT, then the second and third conditions of the deduction that were met before the reorganization will be fulfilled by the legal entity created as a result of the reorganization.

Thus, the successor receives the right to deduct VAT on property that previously belonged to the reorganized taxpayer. This right will arise for the company in the tax period in which it is created. After all, already when creating an organization, the conditions of Articles 171 and 172 of the Tax Code are met, which give the right to deduct VAT.

Despite the fact that there is no judicial practice on this issue, with qualified judicial representation, the above arguments make it possible to defend in court the right of the successor organization to deduct VAT.

UST and pension contributions

Chapter 24 of the Tax Code allows the use of the so-called regressive scale. In order to determine which rate to apply, you need to calculate the tax base accumulated since the beginning of the year on average per employee and divide the resulting result by the number of months of the current year. If the result is less than 2,500 rubles, the enterprise does not have the right to apply a regressive scale.

When merging and joining organizations, a number of issues arise.

So, if at least one of the organizations has not fulfilled the condition allowing the application of a regressive rate, does this mean that after the reorganization until the end of the year, the successor will not be able to apply reduced UST rates?

Another question: to determine the regressive rate, do we need to take into account payments made before the reorganization and the number of months that passed before the reorganization?

When addressing these issues, it is necessary to take into account the associated risks. In particular, the position of the Russian Ministry of Finance boils down to the fact that after reorganization, an organization recalculates the tax base from the moment the reorganization is completed, summing up only those payments that were made after its completion. Arbitration courts have a different point of view. The judges believe that to calculate the tax base, they also use data on the tax base for reorganized enterprises accumulated since the beginning of the calendar year.

Liquidation is the termination of a company’s activities without transferring rights and obligations to its successors. Liquidation is considered completed, and the company ceases to exist from the moment of its exclusion from the Unified State Register of Legal Entities.

The decision on liquidation is made by the general meeting of the founders (participants) of the company. The General Meeting appoints a liquidation commission, whose responsibilities are to prepare documents related to liquidation and conduct an inventory. Then, within three days, you must report the liquidation of the company to the tax office. If the company does not do this within the allotted time, it can be fined under Article 129.1 of the Tax Code. The fine is 1000 rubles.

When the tax inspectorate receives the notification, it will have to conduct an on-site inspection of the company, not only for the period “not previously inspected” by it, but also for the period (within three years) when the inspection was already carried out.

During the liquidation process, the organization draws up interim and liquidation balance sheets.

Compile an interim balance based on the latest data balance sheet, prepared before the decision to liquidate the company is approved.

After the sale of property and final settlement with creditors, the commission draws up a liquidation balance sheet. On its basis, the commission makes a decision on the distribution of the remaining property of the company between its owners.

Income tax liabilities

Liquidation of an organization also implies the distribution of property between organizations - its shareholders. The distributed property is considered income to the shareholders.

The income of shareholder organizations is determined “based on the market price of the property (property rights) they receive at the time of receipt of this property, minus the cost of shares actually paid (regardless of the form of payment) by the relevant shareholders... of this organization.” This is indicated in paragraph 2 of Article 277 of the Tax Code.

That is, all property distributed among shareholders is included in their income based on its market price, and not on its book value. In this case, the value of the property will be reduced by the price of shares of the liquidated organization paid by the participant.

Thus, if the price of shares of the liquidated organization paid by a participant is lower than the market value of its assets, then the shareholder must include the difference in his income.

In order to accept the received property for accounting, the shareholder organization must determine its value. This cost (through depreciation) will need to be written off as expenses when calculating income tax.

How to determine this value is not defined in Chapter 25 of the Tax Code. Therefore, two options are possible.

Option 1. The cost of fixed assets and materials is made up of the actual costs associated with their acquisition (clause 1, article 257 and clause 2, article 254 of the Tax Code of the Russian Federation). Costs should be understood as the cost of the property that the enterprise loses in connection with the receipt of materials and fixed assets. Essentially, these articles say that when determining the value of the property that a participant will receive after liquidation, one should proceed from the amount of costs for acquiring shares of the liquidated enterprise. And then distribute these costs, for example, in proportion to the market value of the property in the total market value of the property.

Option 2. Article 277 of the Tax Code states that income from receiving property during liquidation must be determined based on market value. Consequently, this property must be accepted for tax accounting also based on market value.

Since all irremovable doubts regarding the procedure for applying tax norms must be resolved in favor of the taxpayer (Clause 7, Article 3 of the Tax Code of the Russian Federation), the company can choose the option in which it will pay a smaller amount of tax.

However, tax professionals may disagree with the company's choice. The lack of judicial practice on this issue does not allow us to accurately predict the resolution of a possible dispute.

If a company does not want to take risks, then it needs to use the option in which the value of the property accepted for tax accounting will be less.

When assessing the tax consequences of the liquidation of a company, one must keep in mind that its tax liabilities can be increased both due to the identification of errors in the calculation of previously calculated taxes, and as a result of lawful actions of the taxpayer. In particular, during liquidation, it is necessary to include in income previously created reserves for doubtful debts, for warranty repairs, for repairs of depreciable fixed assets, for upcoming vacations and payment of remuneration based on the results of work for the year.

VAT obligations

Sales of goods and transfer of property rights are recognized as subject to VAT. This is indicated in paragraph 1 of Article 146 of the Tax Code. However, the transfer of property within the limits of the initial contribution to the founder (shareholder) when distributing the property of a liquidated company is not recognized as a sale (subclause 5, clause 3, article 39 of the Tax Code of the Russian Federation). The sale of securities and shares in the authorized capital on the territory of Russia is not subject to taxation (subclause 12, clause 2, article 149 of the Tax Code of the Russian Federation).

However, the Tax Code does not say how to determine the value of property transferred to a participant upon liquidation of a company. IN in this case one must be guided by the principle of universality of the will of the legislator, formulated in the resolution of the Plenum of the Supreme Arbitration Court of Russia dated February 28, 2001 No. 5, i.e. a rule that essentially allows the application of rules governing the calculation and payment of tax in similar situations. In relation to the situation under consideration, this means the possibility of applying paragraph 2 of Article 277 of the Tax Code based on the market value of the property. If it exceeds the value of the participant’s contribution, then VAT must be paid on the excess amount.

But if shares belonging to a liquidated organization are transferred to the participant, then there is no need to pay VAT on the excess of their value over the participant’s initial contribution (subclause 12, clause 2, article 149 of the Tax Code of the Russian Federation). Funds transferred to the participant are also not subject to VAT. It does not matter whether this amount exceeds the contribution to the authorized capital or not (subclause 1, clause 1, article 39 of the Tax Code of the Russian Federation).

It is worth paying attention to one more point. Thus, the transfer of property to a participant during the liquidation of a company is not a sale, that is, there is no need to pay VAT on this transaction. This means that the shareholder, the recipient of the property, must restore the value added tax previously accepted for deduction (clause 3 of Article 170 of the Tax Code of the Russian Federation).

In this case, it is necessary to restore only that part of the VAT that relates to the “under-depreciated” cost of the property.

Holding without consequences

Another way of mergers and acquisitions is the inclusion of an organization in a group holding companies. This option does not entail any tax consequences. The problem can only arise if such enterprises enter into transactions within the group. Tax inspectors will be able to control the transaction price. And if it differs from market prices by more than 20 percent, then controllers will try to recalculate taxes based on market prices.

One of the most common methods of development of large companies is mergers and acquisitions. However, such processes entail certain tax consequences for the successor. Most of them can be optimized.

There is no need to restore VAT...

The property of a liquidated company, subject to VAT, can be sold to a shareholder at market price. Then the proceeds will be distributed among the participants, then VAT will not have to be restored. In this case, the shareholder who purchased property from the liquidated organization will be able to deduct VAT. To do this, one condition must be met: the new owner of the property is obliged to use it in transactions subject to this tax (subclause 1, clause 2, article 171 of the Tax Code of the Russian Federation).

Comparative analysis schemes of mergers (acquisitions) of companies

Risks	Reorganization	Liquidation	Inclusion in the holding
The risk of identifying arrears after the completion of the acquisition (merger) process and the application of penalties	Exists	Does not exist	Exists
Risk of application of sanctions for violations committed before the completion of the acquisition (merger) process	Does not exist	Does not exist	Exists
The risk caused by price controls on transactions carried out between previously independent enterprises	Does not exist	Does not exist	Exists
Inclusion in income of reserves created before the merger (accession, liquidation, acquisition). Previously, these reserves were expensed		Reserves need to be restored	There is no need to restore reserves

Nowadays, small entrepreneurs cannot compete with large, well-known companies. This requires resources, and all resources belong to industrial giants. Of course, some are lucky with an idea or start-up capital, and they break into a large market, but what should ordinary entrepreneurs do? An excellent way out of this situation is M&A transactions for mergers and acquisitions of companies. It's simple and effective method increase resources, capital and number of consumers.

New classification of M&A transactions

M&A (mergers and acquisitions) - actions to merge businesses and absorb some companies by others. Despite the name, M&A transactions can be divided into three groups:

The procedure for merging several businesses into one

Merger is the combination of many companies, as a result of which a new legal entity is formed. Such an action can be characterized as follows: “All firms must suffer a loss in order to gain an advantage as a single group.” In turn, this type of transactions is divided into subtypes:

• merger of forms - a merger during which independent companies cease to exist, and the created legal entity receives all the assets, rights and obligations of the merged companies;
• merger of assets - an association in which participating companies transfer exclusive rights to a new legal entity and continue their activities.

Reorganization of commercial enterprises in the form of merger

Merger is also a merger of companies. But unlike a merger, a new economic unit is not formed. The main company, receiving all the rights and obligations of the affiliated companies, continues its activities, and the others cease to exist. Simply put, the target firms must suffer damages in order for the acquiring corporation to gain the full benefits.

Measures to take over one company by another

A takeover is the process of establishing complete control over a company. The takeover is carried out by purchasing a third of the shares, shares - the authorized capital. In other words, an acquisition differs from an incorporation in that the target firms continue to exist.

Authorized capital is property that is the minimum necessary for organizing the activities of a business company, formed from the contributions of the founders (participants) of the company and serving as a guarantee of the interests of its creditors.

Http://dic.academic.ru/dic.nsf/enc_law/2332/%D0%A3%D0%A1%D0%A2%D0%90%D0%92%D0%9D%D0%AB%D0%99

The sequence of M&A transactions over the past two decades has been worked out to the smallest detail, so there is no need to “reinvent the wheel”

The essence of M&A transactions between organizations

Mergers and acquisitions are classified according to a number of their features. Various classification criteria allow you to describe each transaction in detail and evaluate it possible consequences empirically.

By the nature of the connection of companies

The simplest classification that allows you to describe the procedure for merging businesses is described in almost all textbooks. In this case, transactions are described as:

• horizontal - connections of companies of the same type of activity. Produced to gain the ability to compete with large enterprises, for example, to increase capital;
• vertical - connecting many companies with different activities. For example, one company is a manufacturer, and the other is a transporter. Most often used to reduce costs;
• parallel (or generic) - connections of companies with related products. This could be a combination of a smartphone manufacturer and an operating system for them. This improves product quality and reduces costs at the production stage;
• conglomerate - connections of companies that are not connected by any relationships. This type of association is not used very often, because the benefits depend on certain situations.

By location of owners or economic entities

The division based on geography seems quite reasonable and logical. In this case, it is customary to distinguish transactions as:

• local;
• regional;
• national;
• international;
• transnational.

According to the intentions of stakeholders

It is logical for companies to be guided by motivational criteria in relation to the transaction. Then actions can be divided into friendly and hostile.

According to economic and political characteristics

In case of M&A transactions between large companies or multinational corporations, political and economic intentions are difficult to separate. According to this criterion, such transactions are usually classified as:

• connections occurring within one country are internal;
• export - associations with the transfer of rights to foreign companies;
• import - connections with obtaining rights of companies from other countries;
• mixed transformations.

Video: Law school - types and tasks of M&A

Consequences of restructurings using the M&A model

Merging companies is a controversial process. What will happen after a merger or acquisition is simply impossible to predict. There are many options, but they, of course, can be divided into “pros and cons”.

Positive consequences of transformation

There are a lot of advantages of M&A, but they are quite difficult to achieve and they are not all available at once. More often than not, favorable outcomes improve the new company's ability to compete. In addition, other business concentration goals are achieved:

• the most obvious result is an increase in capital;
• exit to bigger market, for example, to international;
• the emergence of an established product sales system;
• reducing the cost of goods.

And also, due to the emergence of a large corporation, people will pay attention to you, which means you will have a chance to increase the number of regular consumers.

What are the most common disadvantages of making transactions?

Business transformation in most cases is accompanied by a number of problems. Even if there are no fundamental disagreements between the companies, there may be opposition from the personnel of the companies that took part in the merger, misunderstanding of the situation by some counterparties, or deliberate sabotage of the procedure by local line managers. In addition, the disadvantages of transactions include:

• high costs of acquiring a company;
• risks when choosing a target company;
• possible problems with suppliers;
• the need to renegotiate most business contracts;
• difficulties in bringing office work to a single standard;
• possible incompatibility of company cultures on religious, national or any other basis.

Tax consequences of acquiring companies: how to absorb or merge businesses without harm to yourself

Company owners must understand that during an M&A they may not only be faced with the need to pay off all obligations of the acquired or acquired company, but also face increased attention from regulatory authorities. Based on this, before deciding to initiate a transaction, you should assess the target company’s debts to budgetary, government and non-profit institutions as accurately as possible. To do this, an inventory of accounts payable and tax obligations is carried out.

Video: lecture on services for support and regulation of M&A transactions

The procedure for conducting transactions: theory and practice

Mergers and acquisitions are profitable processes, but very complex. Even taking into account the choice of a good strategy, most companies fail to successfully complete the merger. In order for everything to work out, you should devote time and attention to each of the points listed below.

The question of a successful strategy

If you choose M&A rather than systematic development, you should carefully consider your entire strategy. If the strategy is not close to ideal, force majeure can destroy the whole idea. Assess the advantages and disadvantages of your company and, based on this, choose where, how, when and with whom you will merge.

Selection of accounting and legal personnel

To implement the merger, the active participation of many employees will be required: manager, accountant, lawyer, personnel worker, advertiser. If you are going to regularly use M&A, you definitely need a qualified team. The presence of cool professionals in it will speed up the process and reduce the likelihood of unforeseen situations.

Rules for setting goals for a manager

It is important to want something specific, real and achievable in the foreseeable time. Final result should increase your advantages in the market and eliminate existing shortcomings. Current issues should be resolved based on the ultimate goal, not immediate benefits.

Determining the fundamental requirements for the counterparty

Having established the main goals, determine the main qualities or features of the companies participating in the association that will help achieve the desired result. Many managers do not address this obvious point properly. This is especially often the case Russian entrepreneurs, starting the M&A procedure not with a sober calculation, but based on short-term gain. Such actions immediately lead to a disastrous result.

Search for the right corporation based on motivational criteria

Negotiations are one of the most important events, which must be approached with maximum responsibility. The search company and the target company exchange information about each other, having previously determined the information that needs to be known and can be told. This stage is important in order to understand whether the company is suitable for the chosen goals and strategies.

Analysis and evaluation of the selected company

Consulting companies consider a thorough study of a company to be a very important step due to the many potential problems that can arise during it. Evaluate everything: finances, traditions, possible difficulties in legal, environmental, cultural terms. It is always easier to find a new goal for unification than to deal with problematic situations.

Actions to conclude an agreement

Having decided on the price and form (merger or acquisition), you can carry out the legal formalization of the transaction. But first, the merger of corporations must be agreed upon with the relevant government authority. In Russia, large transactions undergo mandatory approval by the Antimonopoly Committee.

Step-by-step instructions for combining a business

Real unification is one of the most important stages. After the formal merger, the company cannot yet operate to its full potential. To do this, you need to actually merge the companies. Namely, it is necessary to recruit competent employees, organize a system for generating ideas and solving problems, and coordinate the activities of individual employees, departments and departments. If you take this point carelessly, you may also experience negative consequences M&A.

Hostile Takeover Protection

Since hostile takeovers exist, the question arises: “How can you protect your company from takeover?” This question is not new, so there is a whole list of techniques against invading corporations. Illegal methods will not be listed here, but every entrepreneur should know about the permitted methods of protecting property.

Countering the illegal takeover of a company or attempts to liquidate it

In theory, it is necessary to merge businesses only with the full consent of all parties involved, but in practice the general procedure for conducting transactions is often violated. Often, business owners receive notification of a company merger at a time when raiders are already in charge of their office.

In order to agree to a deal of your own free will, and not by order, it would be useful to study techniques for countering business takeover, which are relevant for any industry:

• selling to shareholders only those rights that can be used in special situations. In this case, the absorber will not have sufficient power over the target;
• protective absorption. The target company itself can absorb a certain number of companies, thereby increasing its value;
• ransom required quantity shares;
• destruction of some advantages because of which the invader chose this target company. For example, the sale of an asset;
• introducing some amendments to the company's charter that will scare away corporate invaders;
• lawsuits.

Examples of the largest mergers and acquisitions

M&A is often used by industrial giants, in such situations world economy visibly shudders. Such mergers remain forever in history. Here are some of the biggest M&A deals in recent years.

Table: major capital mergers 2000–2004

Year	Acquirer	Acquired	Transaction value, $ billion
2000	Merger: America Online Inc. (AOL)	Time Warner	164.747
2000	Glaxo Wellcome	Smith Kline Beecham	75.961
2004	Royal Dutch Petroleum Co.	Shell Transport & Trading Co	74.559
2006	AT&T Inc	BellSouth Corporation	72.671
2001	Comcast Corporation	AT&T Broadband & Internet Svcs	72.041
2004	Sanofi-Synthelabo SA	Aventis SA	60.243
2002	Pfizer	Pharmacia Corporation	59.515
2004	JP Morgan Chase & C	Bank One Corp	58.761
2009	Panasonic	Sanyo Electric Co	6,4

How does Russian experience differ from foreign experience?

The M&A market in Russia is growing day by day. Only in the second quarter of 2016 it increased almost 2 times and reached $2.9 billion. It is interesting that the sale of Russian assets increased almost 7 times, and transactions for the acquisition of foreign assets by our businessmen began to take place several times less often.

The predictably unsuccessful result is explained not only by negative trends in the Russian economy, but also by the lack of a competent M&A strategy. Transactions are carried out without a clear plan, some of them have the sole purpose of withdrawing assets from the country, so they a priori cannot be successful. Experts believe that the Russian Government should take a close look at this area of ​​the economy, since there is a high risk of losing dominance in some industries, for example, automotive and tourism.

Video: in which sectors of the Russian economy does M&A occur most often?

M&A is one of the engines of the economy; it is useful for everyone: manufacturers ( large quantity resources), and consumers (goods more High Quality at low price). Concluding mergers and acquisitions is not buying a lottery ticket, but long-term hard work. Of course, unification is difficult and sometimes dangerous, but knowledge will help you in this difficult task. Use the information wisely and reach new heights!

In normal business practice, the reorganization of companies in the form of a merger is carried out for the purpose of business consolidation and obtaining competitive and other advantages as a result. At the same time, taking into account the specifics and results of the merger, this procedure can also be used as a way to liquidate the participants in the reorganization - during the merger, they in any case cease their activities and are excluded from the Unified State Register of Legal Entities. In practice, this approach is considered as a type of alternative liquidation of companies, although it is not the worst or riskiest compared to other alternative schemes. Next, we will examine in detail how an LLC is liquidated through a merger.

LLC merger: step-by-step instructions

Before starting to consider the features and stages of the merger procedure, it is important to note that it proceeds in the same way regardless of the goals set by the owners of the LLC - liquidation or consolidation of the business. This is special advantage of liquidation of companies through merger- formally there are no violations of legal requirements and established procedures. The only difference is in the possible risks and consequences.

Step 1. Selecting a second merger participant

For the purpose of liquidation, it is critically important to select a company, firstly, preferably in the form of an LLC, and secondly, one that is actually operating, not a “fly-by-night” and does not raise suspicions that the reorganization process is fictitious. Ideally, the merger should look as if the goal was to enlarge the business, and not to terminate the activities of the participants in the reorganization. It is clear that this is very difficult to do. This partly explains the demand for the services of special “liquidators” who will not only provide a company that meets all the conditions for a merger, but will also accompany the entire process. At the same time, often the business with which the merger is to take place is located in another region, which somewhat reduces the risk of attracting close attention from the tax authority, especially if the reorganization is planned to be carried out in relation to an LLC with debts.

Step 2. Preparation, approval and submission of documents

At the first stage of starting a merger, it is necessary to prepare the following procedures at the level of all participants to launch:

• merger agreement and transfer deed;
• charter of the new company, which is created as a result of the reorganization;
• minutes of the meeting or decision of the sole founders on the merger;
• minutes of the general (joint) meeting with decisions on approval of the agreement, deed of transfer and charter.

When using a merger for the purpose of liquidation, usually all documents are prepared in one package. But in order to avoid possible suspicions that the merger is fictitious, it is advisable to approach their preparation in more detail, in particular, in decisions on the merger, indicate a compelling reason for this, determine the timing, procedure and budget for all reorganization measures, appoint a responsible person or form a commission for greater persuasiveness . In a number of cases, the resolution of property issues and the preparation of the transfer deed are postponed for more time. late date than making merger decisions. It is advisable to do this in order to first conduct an inventory of assets, determine debtors and creditors, the volume of rights and obligations transferred to the new company, as well as document all this and finally draw up a detailed transfer act.

Based on the results of the decision to merge, an application P12003 is prepared and notarized, which is submitted along with copies of decisions (protocols) to the tax authority.

Step 3. Notification of creditors and publication in the media

After the Federal Tax Service Inspectorate has entered information about the start of the merger procedure into the Unified State Register of Legal Entities, it is imperative to prepare and send to all known creditors a written notice of the reorganization and the possibility of presenting their claims within 2 months. At the same time, public information is provided through the media. The message is published in the State Registration Bulletin twice - together with the notification of creditors and a month later.

Step 4. Settlements with creditors, solving internal organizational, property and management problems

Since the liquidation of companies through a merger is often initiated to get rid of a problematic business - with debts, unfulfilled court decisions, etc., settlements with creditors and resolving other property and organizational issues can be a difficult stage. If creditors are not informed, there is a serious risk of challenging the reorganization, and if they are notified, debt issues will have to be resolved somehow. If there are a lot of debts and it is impossible to pay them off, it is better to immediately abandon this method of liquidation. The only one effective option solution to the problem is to convince creditors that the transfer of debt obligations to a new company created as a result of the merger will not affect the quality and timing of their fulfillment. If there are debts on taxes and other obligatory payments, it will most likely be impossible to avoid an on-site tax audit. You should also be prepared for this.

In addition to the above, at this stage of the merger in each company participating in the reorganization, the following issues are resolved:

• conducting an inventory and preparing a unilateral transfer deed to the new company;
• notification of employees about the upcoming dismissal in connection with the reorganization and termination of the company’s activities or, if possible, registration of dismissal due at will(by agreement of the parties).

Step 5. Preparation of the final package of documents and registration with the Federal Tax Service

The tasks at this stage are:

1. Register the merger and termination of the activities of the reorganization participants with their exclusion from the Unified State Register of Legal Entities.
2. Register the creation of a new company - the legal successor of companies that are ceasing to operate.

Typically, documents are prepared and submitted all at once:

• notarized application P12001;
• protocols (decisions), merger agreement, transfer deed (in copies);
• charter of the new company;
• copies of documents confirming notification of creditors and publications in the media;
• document confirming payment of the duty.

To notarize an application, a notary may request an expanded package of documents - the question is clarified in advance at the place of planned certification of documents.

As a result of the completion of the reorganization procedure, all its participants cease to exist, transferring the rights and obligations to a new legal entity. True, this does not relieve the former owners of responsibility for obligations that arose during the existence of the liquidated LLC.

"). In the final article we will look at the specifics of merging. Do I need to close current accounts? Should income and expenses be recorded if the merger involves a debtor and a creditor? We answered these and other questions in this material.

Initial stage of merger

A merger is a form of reorganization in which several companies cease to exist as separate legal entities and merge into one, larger organization.

The sequence of steps that must be taken in the first stage of a merger is the same as in other forms of reorganization. We have listed all the necessary steps in the table.

Actions to be taken at the initial stage of the merger

	Action	Who commits
	Decide on merger	Owners	By decision of the owners
	Send the decision on the merger to the “registering” Federal Tax Service and attach a written message about the reorganization		Within three business days after the date of the merger decision. Next, the Federal Tax Service will make an entry in the state register about the start of the reorganization
	Inform the Pension Fund and the Social Insurance Fund in writing about the upcoming reorganization		Within three working days after the date of the merger decision
	Notify all known creditors	Each company involved in the merger	Within five working days from the date of filing the application with the Federal Tax Service
		The company that last decided to merge	Twice at intervals of once a month
	Prepare the constituent documents of the organization created by merger	Persons responsible for the reorganization	No deadlines set
	Conduct an inventory of property and liabilities	Each company involved in the merger	Immediately before drawing up the transfer deed

Transfer deed

The next step is preparing the transfer deed. Each company participating in the merger must draw up this document. The date of the transfer deed can be any. But it is better that it coincides with the end of the quarter or year - as stated in paragraph 6 of the Instructions for the formation of accounting records during reorganization *.

The transfer deed must contain provisions on legal succession (Article 59 of the Civil Code of the Russian Federation). This is information about the amounts of receivables and payables, as well as about the property transferred to the newly created company. The value of the property under the transfer deed can be market, residual, initial, or corresponding to the actual cost of inventories (clause 7 of the Instructions for the formation of accounting records during reorganization).

There are no restrictions on the form of the transfer deed. Most often, it is drawn up in the form of an ordinary balance sheet and transcripts are attached for each of the lines. Inventory sheets can be used as transcripts. There is another option: abandon the balance sheet form, and simply list all types of assets and liabilities (fixed assets, intangible assets, “debtor”, “creditor”, etc.) and indicate their value. And in separate appendices, provide lists of objects, debtors, etc. (example examples of the transfer deed can be downloaded or).

Period until completion of merger

Then you need to prepare documents for the reorganization. This is a transfer deed, an application for registration of a company created by merger, a decision on reorganization, a document on payment of state duty, etc. Full list given in paragraph 1 of Article 14 Federal Law dated 08.08.01 No. 129-FZ.

The package of documents should be brought to the “registering” Federal Tax Service and wait until the inspectors make an entry in the Unified State Register of Legal Entities. With the advent of this entry, the predecessor companies will cease to exist, and a new successor organization will appear in their place. But until the waiting period is completed, the predecessors continue to work: they calculate wages, depreciation, register the “primary”, etc.

Final financial statements of predecessor companies

Each company participating in the merger must prepare final financial statements as of the date preceding the date of entry into the Unified State Register of Legal Entities about the reorganization. The reporting consists of , and , explanation and auditor's report (if the company is subject to mandatory audit).

The final accounting statements must reflect transactions performed during the period from the signing of the transfer deed to the closure of the predecessor organization. Because of these transactions, the indicators in the final balance sheet will not coincide with the indicators in the transfer act.

In addition, each predecessor company must close account 99 “Profit and Loss”. Profits can be distributed according to the decision of the founders.

After the final reporting, predecessors do not have to submit balance sheets and other documents, since the last reporting period for them is the time from the beginning of the year to the date of merger.

Inaugural reporting of a newly created organization

An organization created as a result of a merger must draw up introductory financial statements as of the date on which an entry about the reorganization is made in the Unified State Register of Legal Entities. The lines of the opening balance will contain the sum of the corresponding indicators of the closing balances of predecessors. The exception is mutual settlements between predecessors - for example, when one of them was a borrower and the other a lender. Such indicators are not summed up, since if the debtor and creditor coincide, the obligation terminates. Also, in the introductory statements of the assignee, there is no need to summarize the data from the profit and loss statements of the reorganized companies.

Particular attention should be paid to the authorized capital of the successor organization. If it is less than the amount of capital of predecessors, then the difference is reflected in the balance sheet in the line “Retained earnings (uncovered loss).” If the legal successor’s capital is greater than the amount of capital before the reorganization, such a difference does not need to be shown in the balance sheet. In both cases, the accountant does not make any entries.

The introductory report must be submitted to the Federal Tax Service either immediately after registration or at the end of the current quarter - depending on what is more convenient for your inspector.

"Primary" in the transition period

After the merger, the newly created company “inherits” the contractual relations of the reorganized legal entities. But the agreements themselves are still concluded on behalf of their predecessors. The question arises: is it necessary to sign additional agreements to replace the parties to the transaction? Or you can simply send it to your counterparties newsletters, which indicate the name and details of the successor company?

We believe that additional agreements are not necessary, because all the rights and obligations of each of the predecessor companies are transferred to the newly created organization under the transfer deed (clause 1 of Article 58 of the Civil Code of the Russian Federation). This also applies to contractual relations. This means that to continue cooperation with suppliers and clients, an extract from the Unified State Register of Legal Entities and a transfer deed are sufficient.

As for invoices, certificates of work performed and invoices, before the date of merger they are issued on behalf of predecessors, on the date of merger and further - on behalf of the successor.

Do I need to close current accounts?

Accountants often question whether the predecessor company should close its account before a merger. Such an obligation is not provided for by law. In other words, the organization can transfer the account to a successor, like any other property and liabilities. To do this, it is enough to bring new constituent documents to the bank and reissue the card with signatures.

Who pays taxes for reorganized companies

The newly formed organization is the only legal successor, and the responsibility to pay taxes for all reorganized companies passes to it (Clause 4 of Article 50 of the Tax Code of the Russian Federation). In this regard, inspectors must transfer the balances from the payment cards with the budget of each predecessor to the personal account of the successor.

Who submits declarations for reorganized companies

If possible, predecessor organizations must report all taxes before the merger, that is, before making an entry in the unified state register. But in practice, as a rule, they do not have time to do this. Then, the very next day after the reorganization, inspectors at the place of registration of the predecessor refuse to accept declarations. In this case, all tax reporting will have to be submitted to the newly created organization to its inspectorate. If, after the reorganization, mistakes of the predecessor are discovered, the successor submits a “clarification” for him.

Please note: the deadline for submitting declarations will not be shifted due to the reorganization. For example, for the year the successor is obliged to report no later than March 28 of the following year - both for himself and for each predecessor.

If during a merger the debtor merged with the creditor

It happens that one participant in the merger is a debtor, and the other participant is a creditor. Then, after the reorganization, the creditor and debtor become one, and the debt is automatically repaid. This means that because of the merger, the debtor will not have to repay the debt, and the creditor will not be able to get his money back.

Is the debtor obliged to show income on the date of reorganization, and the creditor expenses? The Tax Code does not regulate this issue. But officials believe that taxable income does not arise for the debtor. The Russian Ministry of Finance expressed this point of view in letters and. True, they talk about reorganization in the form of annexation. But, in our opinion, the conclusions are also applicable in the case of a merger.

In addition, similar conclusions can be drawn regarding the lender's costs. In other words, as of the merger date, the creditor may not include the extinguished debt as an expense.

A special case is the situation when a merger involves a supplier and a buyer who, before the reorganization, transferred an advance to the supplier. In such circumstances, the seller has the right, before reorganization, to deduct VAT previously accrued on the prepayment. The buyer, on the contrary, is obliged to restore the tax previously accepted for deduction when transferring the advance payment. The same position is given in the letter of the Ministry of Finance of Russia dated September 25, 2009 No. 03-07-11/242. Although the letter refers to affiliation, it can also be used as a guide in the event of a merger.

Tax base for VAT

The newly created company can deduct , which one of its predecessors paid to sellers or at customs, but did not have time to take for deduction before the merger.

The successor must confirm the right to deduction with an invoice and primary documents for the transaction. It is also necessary that the goods (results of work, services) purchased by the predecessor be registered for use in transactions subject to VAT. There is one more thing required condition: the predecessor must transfer documents confirming payment (clause 5 of Article 162.1 of the Tax Code of the Russian Federation).

An organization formed as a result of a merger can deduct VAT, which predecessors accrued when receiving an advance. The assignee can do this after the sale of the prepaid goods, or after termination of the transaction and return of the advance payment. There is one limitation here - the deduction must be accepted no later than one year from the date of return (clause 4 of Article 162.1 of the Tax Code of the Russian Federation).

In practice, many problems arise due to the date of invoices issued in the name of predecessors. If the documents are dated after the reorganization, then the inspectors do not allow the deduction to be accepted. In such a situation, the accountant can only contact the suppliers and ask for corrections.

Personal income tax reporting

Reorganization in the form of a merger does not interrupt the tax period. This is due to the fact that the company is not a taxpayer, but a tax agent, and labor Relations with personnel continue (Article 75 of the Labor Code of the Russian Federation). This means that there is no need to submit any interim reporting on personal income tax during reorganization.

There is one important nuance here: if, after the merger, an employee brought a notice for property deduction, where the predecessor organization is indicated as the employer, the accounting department of the successor company must refuse him. The employee will have to go to the tax office again and get another notice confirming the deduction related to the legal successor. Such clarifications were given by the Russian Ministry of Finance. In practice, inspectors everywhere follow these clarifications and cancel the deduction provided under an “outdated” notification.

Insurance premiums and reporting to funds

One of the most controversial issues arising in connection with a merger is this: should the newly created organization calculate the taxable base for insurance premiums from scratch? Or does it have the right to continue the countdown begun by its predecessors before the reorganization?

The amount of contributions directly depends on the answer. If the assignee resets the base, he will automatically lose the right to exempt from contributions accruals exceeding limit value(in 2011 it was equal to 463,000 rubles). If he “inherits” the base, then along with it he will receive the right not to charge contributions for the excess amount.

In our opinion, when reorganizing in the form of a merger, the successor company must begin anew to determine the base for contributions. This is explained by the fact that for an organization created after January 1, the first billing period is the time from the date of creation to December 31 (Part 3 of Article 10 of the Federal Law of July 24, 2009 No. 212-FZ). At the same time, there are no provisions in this law that would talk about the transfer of the base “by inheritance” in this law.

If the predecessors did not pay fees or report to the funds before the merger, the successor will have to do this. This obligation is enshrined in Part 16 of Article 15 of Federal Law No. 212-FZ.

* Guidelines on the preparation of financial statements during the reorganization of organizations, approved by order of the Ministry of Finance of Russia dated May 20, 2003 No. 44n.