The Institute is supposed to merge two departments into one, with a change in the common name. How should this be correctly reflected in general orders: changing the structure, reorganizing, merging? And what documents on employees to prepare. Do you need to notify employees about this two months in advance if they perform the same functional duties, only the name of the department will change? What personnel order should be for personnel: about transferring to another department or in another way? If someone's load changes, (reduces) him for 2 months to warn?

Answer

Answer to the question:

First of all, you need to change the staffing table by issuing an order, which either approves a new staffing table or makes changes to the current staffing table.

For example:

“... In order to ... unite Department A and Department B, in connection with which:

1. Remove from the organization's staffing table:
- department A;
- department B.

2. Reduce the following positions:
- head of department A;
- head of department B.

As for the rest of the employees, if in the employment contracts the department not was indicated, then a change in the department does not entail a change in the employment contract (as follows from the question, the labor function does not change) and in this case it is necessary to formalize the transfer by issuing.

If the department is specified in the employment contract, then the change in the department for the employee will be a transfer, because The department is not renamed, it is liquidated and a new one is created instead.

In this case, you can arrange a transfer (conclude additional agreements and issue an order) with the consent of the employees or change the structural unit at the initiative of the employer in accordance with Art. 74 of the Labor Code of the Russian Federation, notifying employees at least two months in advance. For more details, see the materials of the Kadry System in answer No. 2.

As for the reduction in the teaching load, according to paragraph 1.7 of Appendix 2 to a temporary or permanent change (increase or decrease) in the volume of the teaching load of teaching staff in comparison with the teaching load specified in the employment contract, it is allowed only by agreement of the parties to the employment contract concluded in writing form, with the exception of a change in the volume of the teaching load of teaching staff in the direction of its reduction, provided for and.

The employer is obliged to notify the teaching staff in writing about changes in the volume of the teaching load (increase or decrease), as well as the reasons that necessitated such changes. not later than two months before the implementation of the proposed changes, except for cases when the change in the volume of the teaching load is carried out by agreement of the parties to the employment contract (clause 1.8 of Appendix 2).

Thus, if the change in load occurs by agreement of the parties to the employment contract, then a two-month notice is not required. If the load changes at the initiative of the employer due to organizational changes, then it is necessary to notify at least two months in advance, and also comply with other requirements established by Art. 74 of the Labor Code of the Russian Federation.

Details in the materials of the System Personnel:

To arrange the movement of an employee, you do not need to obtain his consent (). It is enough to issue an order to move and familiarize the employee with it under signature. The basis for issuing an order, in particular, may be a memo from the head of the structural unit. It should state why the transfer is necessary. There are no uniform forms. Therefore, they can be made in any form.

Advice: for convenience, when issuing an order to move, you can take as a basis the unified form of the order to transfer to another job () (). The details of this form are suitable for both transfer and transfer.

The role of the order can also be performed or written by the immediate supervisor of the employee, if he is authorized to give such orders.

When moving, it is not necessary to draw up an additional agreement to the employment contract. Also, you will not need to make entries in the work book of the employee and his (Rules, approved, instructions, approved).

Advice: in the Labor Code of the Russian Federation, the procedure for registering the movement of an employee is not fixed. Therefore, fix it at the local level. For example, in . This will help you avoid conflicts with employees and give them the opportunity to hold them accountable for refusing to move.

Ivan Shklovets,

Deputy Head of the Federal Service for Labor and Employment

1. Answer: What documents need to be issued when moving an employee
2. Answer: How to make changes to the employment contract if they are caused by a change in organizational or technological working conditions in the organization

Changes to an employment contract for reasons related to a change in organizational or technological working conditions include, for example:

• changes in equipment and production technology, for example, the introduction of new equipment, technical regulations, which led to a decrease in the employee's workload, as well as changes in the rules for operating equipment, improvement of workplaces ();
• structural reorganization of production, for example, the exclusion of any stage of the production process, the introduction of new labor regimes, changes in the remuneration system in the organization as a whole, labor rationing systems, redistribution of tasks and areas of responsibility between structural divisions;

• other changes in organizational or technological working conditions that led to a decrease in the employee's workload.

If the supplementary agreement is not executed in a timely manner, but the employee continues to work under the new conditions after notification of the changes, this means that the employee has actually agreed to such changes. The legality of this approach is confirmed by the courts (see, for example,).

If the employee does not agree to work in the new conditions, then the organization is obliged to offer him another job, including a lower and lower paid one, if the organization has suitable vacancies. You only need to offer the employee vacancies that the employer has in the area. It is necessary to offer vacancies in other localities only if it is provided for by the collective (labor) agreement, other agreements. This procedure is enshrined in Article 74 of the Labor Code of the Russian Federation.

If the employee refuses to work in the new conditions or there are no suitable vacancies in the organization, then the employment contract can be terminated:

• by reduction on the basis of part 1 of article 81 of the Labor Code of the Russian Federation c - if we are talking about changing the working regime, namely the introduction of an incomplete regime ();
• in connection with the refusal to continue work in the new conditions on the basis of part 1 of article 77 of the Labor Code of the Russian Federation, also with - in all other cases ().

The employer can dismiss an employee in connection with the refusal to continue working in the new conditions only after two months have elapsed from the date of notification of a change in the terms of the employment contract. The law does not provide for the possibility of early dismissal. A similar position is reflected in and confirmed by judicial practice. See, for example, . The only option is to agree with the employee and issue the dismissal earlier, but on a different basis, for example, by paying an attractive amount of compensation.

Employees can be dismissed due to refusal to continue working in the new conditions on the basis of part 1 of article 77 of the Labor Code of the Russian Federation: resolutions of the Plenum of the Supreme Court of the Russian Federation dated March 17, 2004 No. 2. If the employer cannot provide such evidence and link one to the other, then the change in the terms of the employment contract, and hence the dismissal of employees who refused to continue working in the new conditions, may be considered illegal. This is also indicated by the courts, see, for example, the Ready-made plan of the main affairs of the personnel officer for the first quarter of 2019
Read the article: Why should a personnel officer check accounting, is it necessary to submit new reports in January and what code to approve for a time sheet in 2019

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Question for a lawyer:

She worked in SevNTU for 40 years, of which 20 years as an engineer of the 1st category. At present, the university is being reorganized into the legal field of the Russian Federation. They offered to write a letter of resignation from 12/31/2014 and employment from 01/01/2015 to the same position. Then, forcibly, rescribing to the position of engineer without specifying the category. With a reduction in salary by 4 thousand rubles .. under an employment contract for half a year. Is the administration's action legal?

Lawyer's answer to the question: reorganization of universities
Is the administration's action legal?

Requirements are illegal.

Write a complaint to the labor inspectorate.

GOOD LUCK TO YOU
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Is it possible to transfer to another university while maintaining a budget place, transfer in connection with the reorganization of the university. To another university...

Question for a lawyer:

Hello. Is it possible to transfer to another university while maintaining a budget place, transfer in connection with the reorganization of the university. They transfer to another university, but there were no budgetary places for this specialty on a paid basis.

Lawyer's answer to the question: reorganization universities
Good afternoon!

It is possible only if there are budget places.
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Is it possible to transfer to another university on the budget in connection with the reorganization of the university ....

Question for a lawyer:

Is it possible to transfer to another university on the budget in connection with the reorganization of the university. I study on a budget

Lawyer's answer to the question: reorganization of universities
If such a circumstance is provided for by an agreement between you
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Department) during the reorganization at the university (merger of 2 departments with a change in name)? ...

Question for a lawyer:

Hello. Tell me, can I apply for the same position (for example, head of the department) during the reorganization at the university (merger of 2 departments with a change in name)? What if 2 candidates write an application for 1 position. My employment contract for the position of head of the department is valid until 03/25/15. Thanks

Lawyer's answer to the question: reorganization of universities
If a new legal entity is formed, then you can be fired with payments as with a reduction in staff (Article 178 of the Labor Code of the Russian Federation)
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Lawyer's answer to the question: reorganization of universities
You can apply, get - not a fact. Can reduce by offering other vacancies.
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We have reorganized the university by joining another university where there are no those specialties and areas of training ...

Question for a lawyer:

We have reorganized the university by joining another university where there are no those specialties and areas of training that are licensed and accredited with us until they are replaced by a new university. Are our previous licenses and certificates for accreditation valid, if so, on the basis of what acts

Lawyer's answer to the question: reorganization of universities
Good evening Rustem!

Please specify whether you have been attached to another university or they have joined you. And according to the charter and title documents, who is the director, the one who was attached or another university? Licenses were issued for one person in accordance with the Federal Law.

In accordance with paragraphs. 2 p. 9 Art. 33.1. of the Law of the Russian Federation "On Education", in the event that an educational institution arises as a result of reorganization in the form of a merger (if one or more reorganized legal entities have a license), the document confirming the existence of a license is reissued. In this case, re-registration is carried out on the basis of licenses of one or several reorganized legal entities. Since a general education school has the right to implement pre-school education programs, but not vice versa, it seems that the license of the school will be the basis for licensing the educational activities of the organization created as a result of the merger.

All main types of educational institutions are listed in clause 1 of the Model Regulations on a general educational institution, approved. Decree of the Government of the Russian Federation of March 19, 2001 No. 196. These include:

primary comprehensive school;

basic comprehensive school;

middle School of General education;

secondary school with in-depth study of individual subjects;

gymnasium;

The progymnasium is a type of preschool educational institution in accordance with clause 4 of the Model Regulation on an educational institution for children of preschool and primary school age, approved. Decree of the Government of the Russian Federation of September 19, 1997 No. 1204.

The Draft Law "On Education in the Russian Federation" does not provide for the division of educational organizations into types within one type. In accordance with paragraph 6 of Art. 23 of the Draft Law, educational organizations within the same type can use special names in the name in accordance with the characteristics of the educational activities being carried out (levels and focus of educational programs, integration of various types of educational programs, special conditions for their implementation and (or) special needs of students), as well as additionally performed functions related to the provision of education (maintenance, treatment, rehabilitation, correction, psychological and pedagogical support, boarding school, research, technological activities and others provided for by the legislation on education).
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Due to the reorganization of the university and changes in working conditions, the position I held was reduced. I was offered...

Question for a lawyer:

Due to the reorganization of the university and changes in working conditions, the position I held was reduced. I was offered another position or dismissal under Article 77 of the Labor Code of the Russian Federation (refusal of the employee to continue working due to a change in the terms of the employment contract determined by the parties). Because I would not like to have a dismissal under such an article in my employment record, I gave my consent to work. I'm wondering if I can immediately quit of my own accord after being hired (of course with a two-week working off). Thanks in advance for your reply. Natalia

Lawyer's answer to the question: reorganization universities
Yes, you have every right to quit.
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Does the university have the right to increase student tuition fees in connection with the reorganization of the university by joining another federal…

Question for a lawyer:

Two years of daughter's education at the Federal State University named after. I paid 29 thousand rubles a year to M.V. Lomonosov in Koryazhma, under the relevant agreement, but this academic year there was reorganization university in FSAFU them. M.V. Lomonosov., by joining. We are required to sign a new agreement on training and payment (already in the amount of 30,740 rubles), and I also quote: In cases of an increase in costs associated with the provision of educational services, based on the calculation of costs and / or the predicted level of inflation determined by the legislation of the Russian Federation, the Contractor ( i.e. the university) has the right to unilaterally change the cost of education for each subsequent academic year. And before that (February 9, 2011) we signed a notification that NArFU transferred all the rights and obligations of FSUE. Are their actions legal and is it worth challenging the contract? My child studies well, participates in the life of the university, and somehow I don’t want to be expelled for non-fulfillment of the contract.

Lawyer's answer to the question: reorganization of universities
In your contract, first, did the inflation rate indicate the basis for the increase in payment, or did it say nothing about it at all? Is the quotation from the new or old treaty?

The information published by Rosstat contains official data on inflation.
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Such a situation, after the reorganization, all students were transferred to another university. I paid for my studies, then we gathered our group and ...

Question for a lawyer:

Such a situation, after the reorganization, all students were transferred to another university. I paid for my studies, then we gathered our group and said that they had changed their direction. Now I want to transfer to another university in the direction in which I studied initially. How should I be?

Lawyer's answer to the question: reorganization universities
Order of the Ministry of Education of the Russian Federation of December 20, 1999 N 1239 "On approval of the procedure for transferring students from one secondary specialized educational institution to another secondary specialized educational institution and from a higher educational institution to a secondary specialized educational institution" established the procedure for such a transfer.

When transferring from one educational institution to another, the student is expelled in connection with the transfer from the original educational institution and is accepted (enrolled) in the order of transfer to the receiving educational institution.

The transfer of a student can be carried out both to the same specialty, level of secondary vocational education and form of education in which the student is studying at the original educational institution, and to another specialty, level of secondary vocational education and (or) form of education.

Transfer of students is carried out to vacant places in the corresponding course in the specialty, level of secondary vocational education (basic, advanced) and the form of study to which the student wants to transfer (hereinafter - the corresponding vacant places).

The transfer of a student is carried out at his request in accordance with the results of the certification, which can be carried out by reviewing a copy of the record book, an interview, or in another form determined by the host educational institution. To pass certification, the student submits to the host educational institution a personal application for admission in the order of transfer, to which is attached a copy of the record book, certified by the original educational institution. The application indicates the course, specialty, level of secondary vocational education, the form of study to which the student wants to transfer, and the education on the basis of which the student receives secondary vocational education.

In case of a positive decision on the issue of transfer based on the results of attestation and competitive selection, the host educational institution issues a certificate of the established form (attachment) to the student.

The student submits to the original educational institution the specified certificate, as well as a personal application for deduction in connection with the transfer and the need to issue him an academic certificate and a document on education, on the basis of which the student receives a secondary vocational education (hereinafter referred to as the document on education).

Based on the submitted documents, the head of the original educational institution within 10 days from the date of submission of the application issues an order to expel the student

At the same time, the student is issued a document on education (from a personal file), as well as an academic certificate of the established form. It is allowed to issue these documents to a person who has a power of attorney of the established form.

The student submits a student card and a record book.

In the student's personal file, there remains a copy of the document on education, certified by the educational institution, an extract from the order of expulsion in connection with the transfer, a student card and a record book.

The student submits a document on education and an academic certificate to the host educational institution. At the same time, the compliance of the copy of the record book submitted for certification with the academic certificate is checked. After the submission of these documents, the head of the host educational institution issues an order to enroll the student in an educational institution in the order of transfer. Before receiving the documents, the head of the host educational institution has the right to admit the student to classes by his own order.

In the host educational institution, a student’s personal file is formed and registered, in which an application for admission in the order of transfer, an academic certificate, a document on education and an extract from the order of enrollment in the order of transfer, as well as an agreement are entered, if enrollment is carried out in places with payment the cost of education.

The student is issued a student card and a record book.

If a student has successfully passed the certification, but according to the results of the certification, any disciplines (sections of disciplines) and (or) types of training sessions (industrial (professional) practice, course design, etc.) cannot be credited to the student, then the student is enrolled on the condition subsequent liquidation of academic debt.

In this case, the order of enrollment may contain a record of the approval of the student's individual educational plan, which should provide for the elimination of academic debt.
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In connection with the ongoing changes in the Russian economy, it is becoming more difficult for many market participants to conduct their activities efficiently and without losses. The reasons are different: the presence of stronger players, rising prices for raw materials, etc.

Therefore, many of them decide to join forces in order to create a larger enterprise that can survive in the current conditions and stay afloat. In addition, the reorganization is carried out in order to optimize taxation and management.

Existing ways of reorganizing enterprises

The existing civil law provides 5 forms for the reorganization of enterprises:

1. separation;
2. selection;
3. transformation;
4. merger;
5. accession.

Only the last two of them are suitable for merging organizations. Each has its own specific implementation rules.

If a merger is a procedure under which organizations participating in it end their existence, and all their rights and obligations are transferred to a new (created as part of this process) legal entity, then accession somewhat different phenomenon. This is a form of reorganization in which out of several persons participating in the procedure, at the end only one remains (attaching), and the rest (joining) cease to exist.

I choose this or that form of reorganization, its initiators proceed from the circumstances of a particular situation, the need to save any of the participating companies, the complexity of paperwork, and, of course, the goal pursued by carrying out these procedures.

According to the Civil Code of the Russian Federation allowed when reorganizing, combine its various forms, as well as the participation of 2 or more organizations, including different organizational and legal ones.

It is no secret that mergers and acquisitions are carried out, among other things, in order to "liquidate" them. In this case, the affiliation process is most acceptable, which is facilitated by the absence of the need to create a new organization.

If we calculate the time spent on the implementation of reorganization actions in the form under consideration, then it can be established that at least 3 months must be allotted for these procedures.

Various ways of reorganizing joint-stock companies are discussed in the following video:

Accession mechanism within the reorganization

This procedure is implemented through several stages.

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Acceptance by each participant of the decision on reorganization

Carrying out this stage depends on the OPF (legal form) of the enterprise. So, in an LLC, making a decision on this issue is within the competence of the general meeting of participants (GMS).

Thus, it is accompanied by the preparation, convening and holding of the OSU (usually extraordinary). This decision should not only determine the main conditions of the reorganization, but also approve the terms of the merger agreement, and in the case of an LLC being merged, then deed of transfer.

Notification of the registration authority (IFTS) about the start of the procedure

According to the requirements of the law, it is necessary to submit to the authorized bodies a notification in the form P12003 and a corresponding decision on reorganization. At the same time, the law establishes a period for this action - no more than 3 working days from the date of the decision by the last of the participants in the accession. It is the authorized representative of the latter who, as a rule, is the applicant when filing a notification.

Notifying creditors of the commencement of relevant procedures

In accordance with Art. 60 of the Civil Code of the Russian Federation, after the decision on reorganization is made, it is necessary to implement notification measures interested parties, namely creditors, government agencies, etc.

To do this (after registration by the tax authorities of the notice of the beginning of the process) in special media (Bulletin of State Registration) an appropriate announcement is printed. This is done twice (periodically - once a month). It should be borne in mind that the notification is published from all participants, those of them who made the decision last or who were assigned such a duty by others.

Conclusion of a connection agreement, inventory and transfer of property

In cases stipulated by law, the conclusion of an accession agreement is required, which regulates all the conditions for the reorganization, including its procedure and consequences. A special commission is formed to conduct it, which conducts it and prepares the relevant documents.

Reconciliation of settlements with the tax authorities of the participants in the reorganization and other necessary actions are carried out. These activities may precede the notification of the IFTS and interested parties about the reorganization of companies. In addition, preparing deed of transfer, according to which the assets and liabilities of the merging persons are alienated to the acquiring.

It should also be noted that, for example, in relation to LLC, a rule has been established according to which it is required joint OSU companies participating in the merger, where a decision is to be made on making changes to the acquiring company provided for by the merger agreement, on the election of new composition of the company's bodies. This stage is not distinguished as independent, however, its existence must be taken into account.

State registration of changes in the information of the Unified State Register of Legal Entities on the reorganization

As part of the implementation of this stage, it must be taken into account that the final registration of the accession is allowed no earlier than the moment when the deadline for filing complaints against decisions on reorganization expires, which is 3 months from the date of entry in the records on the beginning of the procedure. In addition, at least 30 days must have passed since the date of the last publication.

For registration appear:

• applications (form No. P16003 and form P13001);
• accession agreement;
• deed of transfer;
• a decision to increase, amend the charter of the acceding person;
• changes to the articles of association;
• document on payment of state duty;
• statement (if you need to make changes regarding the controls, etc.);
• other documents that may be required depending on the type of legal entity or the specifics of its activities (for example, confirmation of amendments to the issue of emissive securities, if any).

Term of state registration is no more than 5 business days. Traditionally, it is considered that at this stage the reorganization procedures are completed.

Solution of personnel issues of enterprises

Important in the implementation of the connection are staff questions affiliate organizations. If possible, it is possible to transfer employees through dismissal and to the accommodating enterprise or guided by Art. 75 of the Labor Code of the Russian Federation. As part of the latter method, it must be taken into account that employees have the right to refuse to work in the accommodating organization, as a result of which they may be dismissed. In general, as a general rule, reorganization is not grounds for termination.

If there is no possibility to accept the entire staff of the joining organizations, then a preliminary one must be carried out, otherwise, it will all go to the joining organization, and the latter will have to take measures to reduce the number of employees.

However, there are exceptions to the above rules, as the Labor Code of the Russian Federation provides that if the owner of the property of an enterprise changes (which actually happens during merger), within three months from the date the new owner has rights, it is possible to terminate employment contracts with managers (participants in the merger), their deputies and chief accountants, which is logical.

Some features of the procedure

The reorganization of certain categories of legal entities is subject to Additional requirements. Thus, the antimonopoly legislation establishes cases when the reorganization must be carried out with the prior consent of the relevant antimonopoly authority (FAS), for example, if amount of assets of all organizations participating in the merger will amount to more than 7 billion rubles.

If the specifics of the activities of the acquiring companies require having a special permit (license), then the accommodating company has the right to carry it out only after reissuing licenses. This applies to insurance organizations, alcohol trade, communications enterprises, etc.
As a rule, the legislation establishes specific deadlines for reissuing documentation after the end of the reorganization procedures. The connecting organization may obtain a license if the conditions that are mandatory are maintained. Appropriate actions must also be taken if she already has such a license, but, for example, to another territory (if we are talking about organizing communications).

In a situation where as part of transferred assets there are results of intellectual activity, the rights to which are registered in the prescribed manner, it is also required to re-register for a new copyright holder.

Features of the procedure for the reorganization of enterprises are discussed in this video:

Possible violations of the reorganization process

Also important are the issues concerning cases when the reorganization was carried out in violation of the law.

For example, reorganization decision adopted by the wrong management body, or the rights of any participant/shareholder have been violated. In these situations, there is a risk that the registration of the termination of the activities of the affiliated organizations will be invalidated.

It should also be taken into account that after the adoption of the above decision by the court, the affiliated organization bears all risks the unreliability of the information contained in the Unified State Register of Legal Entities, including compensation for losses caused to other persons as a result of this.

Consequences of violations of the order obtaining the consent of the Federal Antimonopoly Service for reorganization, the company may be liquidated or reorganized by a court decision (in the form of separation or division) if there is reason to believe that such a merger has led or will lead to a restriction of competition, including the emergence of a dominant entity. And if consent was not requested, then persons obliged to send petitions to the antimonopoly authorities will be held administratively liable in the form of a fine.

One of the forms of company reorganization, which involves combining the capitals, assets and debts of two or more firms into a single business (Article 52 of the Civil Code of the Russian Federation).

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At the same time, the companies involved in the reorganization process cease to exist.

The merger process is described in stages in the civil legislation of the Russian Federation and provides for the implementation of a number of activities that last about 2-3 months.

General points

The merger of companies involves the formation of a new legal entity, which becomes the successor of the companies involved in the merger process.

The new business accepts all property and non-property rights, as well as all debts and obligations to third parties.

In essence, the merger process includes two key activities:

As a result of the merger, several edits are made in the Unified State Register of Legal Entities - a number of objects are deleted, and a new one is registered.

In this regard, the last stage of the merger process is the submission to the IFTS of a notice of merger and an application for registration of a new business.

The merger procedure can be carried out only at the level of commercial or non-commercial organizations acting as legal entities.

If the companies planning to carry out the merger procedure have significant capital (the total assets of all participants in the reorganization should be more than 6,000,000 rubles), then they will definitely need to obtain permission from the Antimonopoly Service (FAS).

The state body regulating competition in the market must be sure that there are no precedents for market monopolization.

Basic concepts

The reorganization of a company is the process of terminating the activities of one or more enterprises and the formation of new enterprises based on their assets and liabilities.

Business does not disappear forever - it continues to operate, having modified its form ().

The documentary basis for the reorganization may be the decisions taken by the founders or the judiciary.

When reorganizing state institutions or budgetary organizations, the decision is made by the Government of the Russian Federation.

The reorganization of a legal entity in the form of a merger involves the merger of two or more enterprises, in which they are liquidated and a new, larger legal entity is created, which assumes all the rights, assets and obligations of the participants in the procedure.

The new company receives a new name and is registered in the Unified State Register of Legal Entities ().

A deed of transfer is a document on the basis of which the property and obligations of reorganized companies are transferred to their successors ().

Who needs it

One of the key goals of the merger is the desire to enlarge the business. In addition, it is often used as an alternative to liquidating an unprofitable company.

In this light, the procedure for reorganizing a business in the form of a merger is most often practiced by firms that:

Legal grounds

As noted above, the legal basis for the merger of companies is civil law.

ATincluding the following provisions that deserve special attention:

The procedure for reorganization by merger

The merger process is a complex and lengthy procedure. It takes, as a rule, about 3 months and requires respect for the interests of business founders, consumers, government agencies.

As such, it includes the following steps:

1. Acceptance, which, as a rule, is drawn up in the form of a protocol.
2. Notice to creditors, government agencies, the general public.
3. Repayment of necessary debts, fulfillment of obligations, re-registration of contracts with counterparties;
4. Resolving staffing issues.
5. Formation of the transfer balance on the basis of the financial statements of the participants in the merger procedure.
6. Preparation of a full package of papers and its submission to the registration authority.

As a result of the reorganization carried out as a merger, the owners of the company receive a registration certificate and a notice of liquidation of its predecessors (their exclusion from the Unified State Register of Legal Entities).

Required package of documents

The basis for the reorganization is a package of securities, which is submitted to the IFTS from all participants in the merger process.

It includes the following documents:

1. The decision of business owners to merge with other companies (from each company - minutes of the meeting of investors (shareholders)).
2. The decision to create a new legal entity through a merger (formed during the first joint meeting of the owners of all reorganized firms).
3. An agreement on the merger procedure, which is concluded between all the firms participating in this process.
4. Transfer deeds from each company.
5. Copies of constituent documents of all firms involved in the reorganization process.
6. Copies and memorandum of association of the newly created enterprise based on the merger.
7. A copy of the pages of the "State Registration Bulletin", confirming the fact of disclosure of information.
8. Certificates from all companies that they do not have debts to the Pension Fund, Compulsory Medical Insurance Fund and FSS.
9. Document certifying payment.

The above documents are submitted to the Federal Tax Service Inspectorate by a personally authorized representative of the company created during the reorganization.

In addition, they can be sent to the tax office by registered mail with an attachment drawn up at the post office.

If we talk about the timing of the reorganization of legal entities, then they depend on a number of circumstances:

First of all	If the reorganization normally takes place within 3 months, then the merger of companies with large capital will require the consent of the antimonopoly authority, which prolongs the procedure
Secondly	The procedure for the merger of financial companies is considered complicated, since it requires the approval of the Bank of Russia, which licenses such structures.
Thirdly	Based on the results of consideration of documents, the Federal Tax Service Inspectorate has the right to appoint an on-site tax audit, which can take 7-14 days
Fourth	The reorganization of the OJSC requires the settlement of issues related to the securities of the corporation

In the presence of the above, "complicating" the conditions for the reorganization procedure, it may take about 5-6 months to complete it.

Step-by-step instruction

In general, the process of reorganization of a company, which is carried out by merger, can be represented as follows:

Establishment of a circle of companies	Which will take part in the merger procedure. The situation in which these organizations will be located in different places is not excluded.
Decision-making	Which involves holding extraordinary meetings of contributors (shareholders) at the level of all organizations participating in the merger process. Such a decision is drawn up in the form of minutes of the meeting and must contain the following information: the basis for the decision; the planned start date of the reorganization; timing of events; creation of a special commission that will oversee the issues of the merger and temporarily take over the functions of the liquidated management bodies of the companies; source of funds to finance the merger. In addition, it is important in the document to indicate the procedure for transferring assets, liabilities, rights and obligations to a newly created organization.
IFTS notification	Must occur no later than three days after the meeting of the owners of the merged companies (). It is important to know that such a notification letter to the tax department is sent by the company that held the meeting on the merger of the latter
Establishment of the place of registration	An important question, since a newly created company can be registered with the Federal Tax Service at the location of any of the companies participating in the merger
Public Notice	It is carried out by publishing information about the reorganization of the company in the State Registration Bulletin. Such a message in the journal is posted twice with a frequency of 1 month (Article 60 of the Civil Code of the Russian Federation)
Notification of creditors and debtors	It is carried out within a month after the decision on the reorganization was made. Any of them has the right, no later than one month after the last publication of the message in the "Bulletin", to declare the need for a preliminary payment of his debts. If this does not happen, then agreements with creditors and debtors are simply re-registered for a new legal entity
Informing employees of the organization	Under the signature and giving them the opportunity or re-issuance
Formation of a transfer deed	Occurs on the basis of all participants in the reorganization process. These issues are dealt with by a specially created commission ()

The final stage

After all the above steps have been implemented, the final stage of the company merger process begins.

It involves the implementation of the following activities:

The merger procedure is a legally complex process that may involve emergency situations.

A slightly modified merger process, which is observed at the level of budgetary organizations, and, in particular, educational institutions, deserves special attention.

For budgetary organizations

If we are talking about the merger of budgetary organizations, then in this case the process is similar to the merger of commercial organizations, with the exception of some significant aspects:

When reorganizing budgetary institutions, an important rule must be observed - organizations financed from the budget can only merge with similar non-profit structures.

For educational institutions

Educational institutions also act as structures financed from the budget, which means that the decision to merge them will be made by the Government of the Russian Federation.

Holding a joint meeting of all investors (shareholders)	Within the framework of which new management bodies of the enterprise (sole or collegiate) are selected and appointed
Payment of duty	Transfer of all papers for consideration to the selected department of the tax service (it is advisable to submit them to a qualified lawyer for verification before transferring the package of papers to the IFTS for the absence of errors that may be the basis for refusal)