With the advent of 2019, there have been many significant changes in the legislation of the Russian Federation. Most globally, they affected the industry of reorganization in all five forms, including the form of accession.

Most of the innovations had a positive impact on the procedures under the new regulation.

Regulation of legislation as of 2019

The reorganization is carried out strictly in accordance with the Civil Code of the Russian Federation (Civil Code of the Russian Federation) part one.

Reorganization in the form of accession concerns the registration of legal entities, as well as entrepreneurs of an individual type.

When enacting this draft law, special attention should be paid to the Federal Law of the Russian Federation No. 14. It includes the rights and obligations of a limited liability company, as well as the procedure for state registration of legal entities.

In addition to legislation, certain circumstances must be additional grounds for reorganizing the merger. Their list is clearly spelled out in Resolution of the Plenum of the Russian Federation No. 19, paragraph 20, for 2015.

The adoption of the reorganization depends entirely on the opinion adopted at the general meeting of representatives of each community. In case of non-compliance with the regulation in the organization of the enterprise, they will be considered invalid.

Why do we need reorganization in the form of accession, what changes does it bring

The definition of reorganization is interpreted as a complete or partial replacement of the owners of enterprises, as well as the replacement of organizational and legal forms of doing business. When replacing any of the divisions, the property is completely transferred to the next employees taken as a result of this bill.

Reorganization in the form of accession, in its functions, is significantly different. Instead of changing the owners of enterprises, there is a creation of one organization, which includes several separate firms.

Such a step is being taken in order to expand the existing business, increasing the financial position of each enterprise, due to well-coordinated work and the lack of influence of the tax inspectorate on each company separately. During the reorganization in the form of affiliation, all enterprises remain unchanged in the state register.

The reasons for this process may be criteria such as:

• the emergence of strong competition in the market that can affect the trading statistics of other firms;
• purchase prices for raw materials;
• insufficient organization of the enterprise for the manufacture of high-quality final products;
• vision of further prospects for the modernization of products and a possible increase in demand for their products.

Thus, based on the above information, we can conclude that the reorganization is able to keep on the market those enterprises that have become practically unsuitable for the production of goods, with a view to their further modernization.

Step-by-step instructions for reorganization in the form of takeover in 2019

Reorganization in the form of accession is carried out in a certain order, which must not be violated.

Considering all the amendments to the bills and regulations of the Russian Federation as of 2019, the step-by-step instructions for holding this event look like this:

1. 1. The first step is the choice of the method of reorganization by voting of all participants.
      There are only 5 methods, but in this article, we are talking about a specific form - joining.

1. Step two - after determining the form, an agreement should be concluded between all the owners of the enterprises that are being merged.
   The agreement specifies the rights and obligations of each of the parties, the grounds on the basis of which the reorganization takes place and the conditions on the part of the state regarding taxation.
2. The third step is to inform about the merger those bodies in the register of which there are data of firms and enterprises.
   Also notify off-budget funds, and the largest creditors.
3. The fourth step is to submit an announcement of reorganization to the state registration bulletin.
   This procedure is repeated twice.
4. The fifth step is to collect a package of necessary documents.
   Their list includes documents of 2 categories: from the founders and from the company.
   The first category is also divided into two subcategories: the founder - an individual and a legal entity.
   The list itself is provided in the form of a table below.

Documents from the founders		Documents from society
Individual	Entity	Has one representative
Photocopy of passports and TIN code.	Copies of the founding documents of the organization	Copies of documents of the constituent company
For the founders of foreign countries, it is obligatory to have a photocopy of the passport with a translation into the state language, and an apostille	Copies of documents proving any recent changes in the enterprise (if any)	Notifications and certificates from the PF, FSS and MHIF funds
	Passport, TIN code of the head, as well as a document confirming his authority	Copies of documents showing any recent changes (if any)
	If the person is a foreigner, then it is additionally required to have an extract from the commercial register, with a translation and an apostille	A copy of the passport, TIN code of the head of the constituent company, and a document confirming his authority
		Petrostat notification statistics

1. The sixth step is to conduct a complete inventory of the property, writing down each object in the register, after giving it an inventory number.
   After describing the property in the form of a list, it is also necessary to draw up an act of transferring this property to the disposal of the new head.
2. The seventh step is to make a number of characteristic changes to the charter of the new governing legal entity.
3. And the last, eighth step is to receive a document from the supervising registration service that the procedure has been completed successfully, and the rules provided for by the reorganization may come into force.

After receiving the document on the completion of the procedure within 3 days, it is required to send a written notification to the authority, on behalf of the head of the enterprise, which made the decision to reorganize the latest. After that, the changes will be entered into the register and subject to a change in the taxation of this combined organization.

Learn about further prospects of reorganization in the form of accession from the video.

Personnel issues

Since during the reorganization of the enterprise there is a complete replacement of not only the management staff, but also most categories of workers, the question of the work of the department during this procedure becomes an edge. When joining and merging, the replacement of the composition is not a prerequisite.

Therefore, all employees remain in their positions, only their work charter can be changed, due to economic and technical changes in the enterprise.

Special attention of the Human Resources department is given to female employees who are at any stage of pregnancy. In this case, the employee cannot be dismissed under any circumstances, except for the circumstances specified in the work charter, or on his own initiative.

All workers, at the end of the reorganization process, receive an act of agreement with a new employment contract and note this change in the work book. If an employee for any reason refuses an assigned position, he should notify the new management.

In this case, the manager of the organization is obliged to issue a package of documents to the employee, which indicate: a note on the reorganization process, the position offered to him and the conditions that the employee must fulfill in case of refusal of the employment contract.

Nuances of the procedure in 2019, which you should pay attention to

If the organizations to be merged are not cooperative, but are registered as an antimonopoly body, they are subject to additional requirements. They lie in the fact that such organizations need to additionally obtain permission from the FAS.

Under the terms of the legislation of the Russian Federation, special attention, when issuing a permit, should be paid to those enterprises whose total assets exceed 7 billion rubles. The changes also apply to those institutions that carry out their activities with a license.

In this case, the company to which the accession is made must re-register such organizations.

The state has set a time limit for resolving this issue, which is individual for each enterprise, depending on the current situation. Basically, such changes are subject to: insurance companies, companies and factories specializing in the sale of alcoholic products, and companies engaged in communication services.

Another nuance may arise when working with budgetary organizations.

This is due to the lack of commercial goals for enterprises of certain categories:

• educational (schools, technical schools, institutes, lyceums, etc.);
• cultural (theatres, museums, etc.);
• charitable (exhibitions, foundations);
• scientific (laboratories, scientific centers);
• social;
• health protection.

In this case, the reorganization is carried out in accordance with the established procedure of the Federal Law "On Non-Commercial Organizations" No.-7, as of 12.01.1996.

Violations occurring during the reorganization process

This process has a rather severe course, and, as a result, entails a group of possible violations that occur intentionally or unintentionally. One of such violations is the non-inclusion of small joint-stock companies in the list of organizations participating in the reorganization.

Thus, these enterprises are deprived of the opportunity to participate in this process.

The second, most frequent violation is the absence of the fact of notifying a certain circle of shareholders within the period allotted by the state - 30 days. Also, due to the large number of obligations of shareholders and managers, their proper execution does not always come out.

Not uncommon and violations by "state" institutions. Such violations are persecution by the head of a state institution.

Such purposes are not mentioned during the reorganization, and, accordingly, such an institution is not taxed.

Most common reorganization problems

The problems of the reorganization mainly lie in the incorrect preparation of documents and violations of the allotted time. With regard to documents, violations are often observed when compiling the inventory list.

In the future, problems may arise with unlisted property.

Also, frequent problems arise when transferring personnel to new positions. When filling out documents, violations occur, during the proceedings of which the deadlines are significantly delayed, exceeding the allowable ones.

In order to prevent such violations, it is enough to familiarize yourself with the rules of the procedure before applying for reorganization.

Thus, you can avoid fines and delays in the validity of documents.

Learn about reorganization in the form of affiliation using the example of an LLC in the form.

In contact with

Julia Vasilyeva
head of the group for accreditation of foreign missions

The accession of another legal entity is a form of reorganization in which a new company is not created, but the scope of rights and obligations of the continuing company changes.

USEFUL TO KNOW: The goals of the participants in the reorganization procedure in the form of merger can be very different: from an attempt to improve their economic performance and increase their competitiveness in the market of goods, works, services, to an attempt to get rid of the obligations of the company and its creditors (the so-called "alternative liquidation") .

YOUR POSITION: The current legislation does not provide for the possibility of participating in the reorganization by joining legal entities of various organizational and legal forms (you cannot join an LLC to a JSC and vice versa).
Clause 20 of the Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 No. 19.

The company to which the merger is carried out is considered reorganized from the moment an entry is made in the Unified State Register of Legal Entities on the termination of the activities of the merged company. Making entries on the termination of the activities of reorganized companies, as well as state registration of changes in the charter, is carried out in the manner established by Federal Law No. 129-FZ of 08.08.2001 “On State Registration of Legal Entities and Individual Entrepreneurs”.

At the same time, the choice of one or another organizational and legal form does not affect the reorganization process in any way, since in general terms the merger procedure for both joint-stock companies and limited liability companies (the two most popular forms) is completely identical. However, it should be borne in mind that it is impossible to attach an LLC to a JSC and vice versa. If it is necessary to join legal entities of various organizational and legal forms, it is first necessary to transform the acquiring or merging legal entity so that, as a result, all participants in the reorganization have a common organizational and legal form, and then to join. Companies in the form of CJSC and OJSC do not have such restrictions on accession, since they have a common organizational and legal form - a joint-stock company.

Algorithm of actions during reorganization in the form of accession

Preparing for the reorganization. Determination of the procedure and terms of reorganization, coordination and signing of documents for the procedure:

• Reorganization decision
• Accession agreement
• deed of transfer

notification stage. Notification of the registration authority and creditors of the commencement of reorganization in the form of affiliation, including:

• Making an entry in the Unified State Register of Legal Entities about the beginning of the reorganization
• Notification of the territorial bodies of the PFR and the FSS
• Publication of an announcement in the State Registration Bulletin

Registration stage.

• Transfer of documents for state registration to the tax authority at the location of the acquiring company
• Deregistration of affiliated companies

The reorganization in the legal sense is completed, but the acquiring company needs to perform a number of actions directly related to the procedure

The stage of registration of the transfer of rights and obligations.

• Transfer of accounting data of the acquired company to the accounting system of the assignee;
• Re-registration of settlement accounts, passports of transactions, separate subdivisions and branches;
• Re-registration of real estate;
• Submission of an application to the licensing authority for a new license corresponding to the type of activity of the affiliated company;
• Transfer of personnel;
• Re-registration of contractual and non-contractual claims and obligations.

In general, the reorganization process can be conditionally divided into the following stages.

Making a decision on the reorganization by each company participating in it.

The adoption of such a decision belongs to the exclusive competence of the general meeting of participants (clause 1, article 57 of the Civil Code of the Russian Federation, clause 11, clause 2, article 33 of the LLC Law) or the sole member of the company (article 39 of the LLC Law). The decision must be taken unanimously by the general meeting of participants of each company.

Also at this stage, it is necessary to prepare a draft merger agreement and a transfer act of the merged company. In accordance with paragraph 1 of Art. 59 of the Civil Code of the Russian Federation, the transfer act must contain provisions on the succession of all obligations of the reorganized legal entity in relation to all its creditors and debtors, including obligations disputed by the parties. Guidelines for the formation of financial statements during the reorganization of organizations, approved by order of the Ministry of Finance of Russia dated 05.20.2003 No. 44n, explain what information should be reflected when drawing up the act of transfer. The transfer act in paragraph 6 of the Guidelines is recommended to be timed to coincide with the end of the reporting period (year) or the date of preparation of interim financial statements (quarter, month), which is the basis for characterizing and evaluating the transferred property and obligations of the reorganized organization.

The legislation practically does not contain requirements for the content of the agreement, with the exception of an indication that it should contain the terms and procedure for holding a joint general meeting of participants in companies (clause 3, article 53 of the LLC Law). We believe that it should contain information about the new composition of the participants in the acquiring company and the size of their shares.

In accordance with clause 3.1. Art. 53 of the LLC Law, when a company is merged, the following are subject to redemption:

1. shares in the charter capital of the company to which the merger is carried out belonging to the merging company;
2. shares in the charter capital of the merging company owned by this company;
3. shares in the charter capital of the merging company owned by the company to which the merger is being carried out;
4. belonging to the company to which the merger is carried out, shares in the authorized capital of this company.

The general meeting of participants of each company participating in the merger decides on the reorganization and approval of the merger agreement, and the general meeting of the merged company also decides on the approval of the deed of transfer (clause 2, article 53 of the LLC Law).

IMPORTANT IN WORK: There may be not one, but several companies to be merged, this does not change the essence of the legal procedure, just the actions mentioned in the article will need to be carried out in relation to each merged legal entity.

joint general meeting

The joint general meeting of participants in the companies participating in the merger introduces into the charter of the company to which the merger is carried out the changes provided for by the merger agreement, and also, if necessary, resolves other issues, including issues on the election of the bodies of the company to which the merger is carried out.

Reorganization Notice

The company that made the decision on reorganization last, or the company determined by the decision on reorganization, within three working days after the date of the decision made by the last, is obliged to notify the registering authority in writing about the start of the reorganization procedure and its form (clause 1, article 60 of the Civil Code of the Russian Federation, clause 1, article 13.1 of the Law on State Registration). The notice shall be submitted on Form P12003. Failure to fulfill this obligation on time constitutes an offense under Part 3 of Art. 14.25 Administrative Code of the Russian Federation.

IMPORTANT IN WORK: The course of the three-day period provided for in paragraph 1 of Art. 13.1 of the Law on State Registration, does not begin from the date of the joint general meeting of participants, but from the date of the last decision taken in the manner prescribed by paragraph 2 of Art. 53 of the LLC Law.

In addition to the registration authority, the company is also obliged to report the reorganization within the same period to the authority for monitoring the payment of insurance premiums at its location (clause 3, part 3, article 28 of the Federal Law of July 24, 2009 No. 212-FZ). The special form of such a message is not approved and may be used freely.

USEFUL TO KNOW: Previously, the legislation also imposed on reorganized companies the obligation to report the decision to the tax authorities at their location in the form No. C-09-4, (approved by order of the Federal Tax Service dated 09.06.2011 No. [email protected]). But Federal Law No. 248-FZ dated July 23, 2013, the norm containing the corresponding obligation (clause 4 clause 2 article 23 of the Tax Code of the Russian Federation) was declared invalid from August 24, 2013.

Publication in the Bulletin of State Registration

After the date of making an entry in the Unified State Register of Legal Entities about the beginning of the reorganization procedure by the company that was the last to make a decision on reorganization or a certain decision on reorganization, twice with a frequency of once a month in the journal State Registration Bulletin (detailed information on the website on behalf of all legal entities participating in the reorganization is placed notice of reorganization It contains information about each company participating in the reorganization and about the company continuing its activities as a result of the reorganization, the form of reorganization, a description of the procedure and conditions for filing creditors' claims, other information provided for by federal laws (clause 1, article 60 of the Civil Code of the Russian Federation , clause 5, article 51 of the LLC Law and clause 2, article 13.1 of the Law on State Registration).

In this case, the second notice of reorganization may be published no earlier than the day following the expiration of a month from the date of publication of the first notice (clause 12 of the letter of the Federal Tax Service of Russia dated 01.23.2009 No. MN-22-6 / 64).

We notify creditors

Within five working days after the date of sending the notice of the beginning of the reorganization procedure to the registering body, the companies are obliged in writing to notify the creditors known to them of the beginning of the reorganization (clause 2, article 13.1 of the Law on State Registration, resolution of the Ninth Arbitration Court of Appeal dated August 29, 2011 No. 09AP -17176/11).

Accounting

In accordance with paragraphs. 2, 3 art. 16 of the Federal Law of 06.12.2011 No. 402-FZ “On Accounting” when a legal entity is reorganized in the form of an affiliation, the last reporting year for a legal entity that is merging with another legal entity is the period from January 1 of the year in which an entry was made in the Unified State Register of Legal Entities on the termination of the activities of the affiliated legal entity, before the date of its introduction.

The reorganized legal entity draws up the last accounting (financial) statements as of the date preceding the date of state registration of the last of the legal entities that have arisen (the date of making an entry in the Unified State Register of Legal Entities on the termination of the activities of the affiliated legal entity).

IMPORTANT IN WORK: Accounting of operations and their reflection in the reporting during the reorganization, in particular, in the form of affiliation, is carried out in accordance with the Methodological Guidelines for the formation of financial statements during the reorganization of organizations, approved by order of the Ministry of Finance of Russia dated 05.20.2003 No. 44n.

By virtue of clause 9 of the Guidelines for the formation of financial statements in the course of reorganization of organizations, on the day preceding the date of the entry into the Unified State Register of Legal Entities of the corresponding entry on the termination of activities, the reorganized organization that ceases its activities, final financial statements are drawn up.

According to clause 20 of the Guidelines, when reorganizing in the form of affiliation, the final financial statements are compiled only by the acquiring organization on the day preceding the entry into the Unified State Register of Legal Entities on the termination of its activities. At the same time, the profit and loss account is closed and the amount of the net profit of the merging organization is distributed (directed for certain purposes) on the basis of an agreement on the accession of the founders.

An organization in which, in the process of joining another organization to it, based on the decision of the founders, only the volume of property and liabilities changes and the current reporting year is not interrupted, the closing of the profit and loss account in the financial statements does not produce final financial statements as of the date of state registration of termination activities of the affiliated organization in relation to the provisions of clause 9 of the Guidelines does not form (clause 21 of the Guidelines).

Article 18 of Law No. 402-FZ establishes the obligation of economic entities (with the exception of public sector organizations and the Central Bank of the Russian Federation) to submit one mandatory copy of annual accounting (financial) statements to the state statistics authority at the place of state registration no later than three months after the end of the reporting period .

That is, the norms of the legislation on accounting, even after the entry into force of Law No. 402-FZ, still provide for the preparation of final financial statements, but do not regulate the procedure and terms for submitting them to the tax authority. In turn, pp. 5 p. 1 art. 23 of the Tax Code of the Russian Federation provides that the taxpayer is obliged to submit financial statements to the tax authority at its location, however, from January 1, 2013, this obligation is also provided only for annual financial statements.

Thus, it is not provided for by the current legislation to submit final financial statements to the tax authority during the reorganization. Moreover, from the moment an entry is made in the Unified State Register of Legal Entities about the termination of the activities of the affiliated organization, its obligation to submit financial statements to the tax authorities ceases, since it is removed from tax records as a legal entity (clause 5, article 84 of the Tax Code of the Russian Federation). In other words, from the moment the affiliated organization makes an entry in the Unified State Register of Legal Entities about the termination of the activities of the affiliated organization, there is no obligation to submit final financial statements to the tax authority in which it was registered. At the same time, in our opinion, the successor organization also has no obligation to submit the final financial statements of the affiliated organization.

USEFUL TO KNOW: Federal Law No. 423-FZ of December 28, 2013, the notification procedure provided for by Art. 30 of the Federal Law "On Protection of Competition" (no later than forty-five days after the date of merger, the company must notify the antimonopoly body of the reorganization), canceled.

State registration of reorganization

The documents specified in paragraph 3 of Art. 17 of Law No. 129-FZ on state registration.

If changes are made to the constituent documents of a legal entity continuing to operate, their state registration is carried out in accordance with paragraph 1 of Art. 17 of the Law on State Registration. An application is submitted to the state registration authority in the form P12001. In relation to the affiliated legal entity that terminates its activities, an application is submitted in the form P16003. In addition, an application is submitted to the registering authority for amendments to the Unified State Register of Legal Entities regarding information about its participants or other information, in accordance with paragraph 2 of Art. 17 of the Law on State Registration. Registration is carried out within a period of not more than five working days from the date of submission of documents to the registration authority (clause 3, article 18 of the Law on State Registration). Upon merger, all rights and obligations of the merged company, in accordance with the deed of transfer, are transferred to the company continuing its activities (clause 4, article 53 of the LLC Law). In addition, the affiliated LLC must be removed from tax records.

Tax audit

When one legal entity is merged with another legal entity, the successor of the merged legal entity in terms of fulfilling the obligation to pay taxes is recognized as the legal entity that merged it. The successor of the reorganized legal entity in the performance of Art. 50 of the Tax Code of the Russian Federation of obligations to pay taxes and fees (penalties, fines) enjoys all the rights, performs all duties in the manner prescribed by the Tax Code of the Russian Federation for taxpayers (clause 2, article 50 of the Tax Code of the Russian Federation).

When conducting an on-site tax audit carried out in connection with the reorganization, a period not exceeding three calendar years preceding the year in which the decision to conduct an audit was made is checked (clause 11, article 89 of the Tax Code of the Russian Federation, see also clause 8 of the letter of the Federal Tax Service of Russia dated 09/13/2012 No. AS-4-2 / ​​15309, letter of the Ministry of Finance of Russia dated 07.29.2011 No. 03-02-07 / 1-267).

Thus, the tax authority has the right to conduct an on-site tax audit of the successor for the period of activity of the reorganized legal entity (affiliated) not exceeding three calendar years preceding the year in which the decision to conduct the said tax audit was made. The tax authorities may conduct an audit of the activities of a reorganized entity both as part of an unscheduled on-site tax audit of this entity, and as part of an audit of the activities of a successor taxpayer regarding the fulfillment of tax obligations transferred to it from a reorganized (merged) entity (letter of the Ministry of Finance of Russia dated 16.12. 2011 No. 03-02-07 / 1-435, resolutions of the Federal Antimonopoly Service of the Volga-Vyatka District dated 14.01.2008 No. A82-4644 / 2007-14 (determination of the Supreme Arbitration Court of the Russian Federation dated 19.05.2008 No. 5863/08 refused to transfer this case to the Presidium of the Supreme Arbitration Court RF), West Siberian District dated 14.04.2008 No. F04-2275 / 2008 (3239-A27-15), Resolution of the Federal Antimonopoly Service of the North-Western District dated 09.19.2013 No. A56-75256 / 2012 (determination of the Supreme Arbitration Court of the Russian Federation dated 12.23.2013 No. VAS-18603/13 refused to transfer this case to the Presidium of the Supreme Arbitration Court of the Russian Federation), determination of the Supreme Arbitration Court of the Russian Federation dated 10.09.2010 No. VAS-11575/10).

There are no special rules for conducting such an audit of the Tax Code of the Russian Federation (see also letter of the Ministry of Finance of Russia No. 03-02-07 / 1-48 dated 05.02.2009). At the same time, we draw attention to paragraph 7 of the letter of the Federal Tax Service of Russia dated December 29, 2012 No. AS-4-2 / ​​22690, which states that if such accession occurred before the start of the audit, the decision to appoint an on-site tax audit is made in relation to the audited enterprise with a separate indication of the name of the affiliated organization. If the reorganization took place during the audit, then a separate decision is made on the appointment of an audit of the taxpayer in the part of the affiliated organization. The departments of the Federal Tax Service of Russia for the constituent entities of the Russian Federation were instructed to bring this letter to the lower tax authorities.

The taxpayer is obliged to ensure that officials of tax authorities conducting an on-site tax audit have the opportunity to familiarize themselves with documents related to the calculation and payment of taxes (clause 12, article 89 of the Tax Code of the Russian Federation). When conducting an on-site tax audit, the taxpayer may be required to provide the documents necessary for the audit in the manner prescribed by Art. 93 of the Tax Code of the Russian Federation.

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 (the employee’s refusal 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 (joining) remains, 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 for 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 holding a joint GMS 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 changes in 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 merging 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)