Simplified reorganization of ZAO in LLC. The order of reorganization of CJSC in LLC

In 2014, some amendments were made to the Russian Civil Code regarding joint-stock companies. They also prompted in the future owners of such entities to change the organizational and legal form. And the process began to be carried out in favor of limited liability companies. This is due to the fact that this form has similar characteristics with ZAO. However, in addition, it has a number of its own advantages. How is the reorganization (transformation) of ZAO into LLC? What are the specifics of maintaining all the necessary reporting? Are there any nuances?

Process Specificity

Reorganization of ZAO in LLC is a kind of transformation of the company. When performing this procedure, an entirely new legal entity with an entirely different legal form of ownership is formed on the old platform of the pre-existing legal entity. And this means that all the previous rights and, accordingly, the obligations will certainly pass to the so-called successor. In the Unified State Register of Legal Entities, data on the cessation of the activities of the CJSC, that is, the former organization, are entered, and new information is added after. As a result, a completely different company is formed, with a different name and organizational and legal form. At the same time, the absolute totality of rights and obligations is maintained by the company and, as a result, is transferred to a new legal entity. Employees in the reorganization of ZAO in LLC are not subject to dismissal, and therefore, can continue to engage in the performance of their duties in the old regime.

Nuances of re-registration of ownership forms

The reorganization of ZAO into LLC is a relatively complicated procedure. There are two ways to conduct it. The first direction is to retrain into an open society. Since September 2014, it is possible to reorganize into a public joint stock company (PAO). Thus, resorting to the replacement of the name and, as a consequence, the public display of shares and other securities of the company on exchanges.

To go on the second path, you need to carefully study the procedural order. The reorganization of ZAO into LLC can be carried out directly by transforming the organization. Moreover, the replacement of the organizational and legal form can occur not only in LLC, but also in a business partnership or a production cooperative (paragraph 2 of Article 102 of the Civil Code of the Russian Federation).

It is also worth noting that since September 1, 2014, the possibility of re-profiling the organization's activities into a non-profit organization has been abolished.

General scheme of the procedure

ZAO can be reorganized into LLC. The Company is considered to be reformed only after entering information in the Unified State Register of Legal Entities. Moreover, the data should be registered as a previous legal entity - a closed joint-stock company, as well as a new organizational and legal form - a limited liability company.

The state registration of the LLC, which arose as a result of the reorganization, is made at the location of the CJSC.

The procedure itself is carried out according to the following scheme:

1. A decision is being made to transform the organizational and legal form of the enterprise.
2. The registration authority is notified.
3. Information is provided on the reorganization of the CJSC to a tax authority located at the location of the organization.
4. Data on the operation in the Bulletin of State Registration are entered.
5. Information from the Pension Fund (Pension Fund) is accepted and analyzed, again according to the location of the CJSC;
6. Formally, a new organizational and legal model of the company is drawn up.

Price of the procedure

If we are talking about the registration of the amendments in the constituent documents (Form No. P13001: name, bringing the code into the required form), then the state body that registers the tax is not obliged to collect the tax. This rule is prescribed in paragraph 12 of Article 3 of FZ-99.

Concerning the reorganization (transformation) of a closed joint-stock company into an LLC, it should be noted that in such circumstances the owner undertakes to pay the tax to the state. Consequently, the cost of such a transformation in the Inspectorate of the Federal Tax Service (Inspectorate of the Federal Tax Service) is 4 thousand rubles. This amount includes directly state duty and other additional costs. For example, the services of a notary and receipt of extracts from the Unified State Register of Legal Entities.

Reorganization of ZAO into LLC: reporting for the tax service

As practice shows, and even the Tax Code of the Russian Federation says, there are simply no special conditions and delays in submitting reports to state bodies for the company's reorganization. All necessary documentation and payment of tax deductions are carried out in the process of re-registration of the company within the time limits established by the legislation of the Russian Federation. One nuance is that if the reorganization of the CJSC into an LLC is terminated before the end of the tax period, then all information is surrendered until the organization is abolished. If this condition is not met by the owner, then all tax liabilities and delivery of the required documentation are assigned to a new legal entity - LLC. In this case, the owner will need to reflect in the statements not only the operations after the reorganization, but all the previous ones. However, the accounting information on the 2-NDFL must be deposited before the liquidation of the company.

Simplified scheme of reforming

Simplified reorganization of ZAO in LLC was established at the legislative level on September 10, 2014 in the city of Moscow. The Ministry of Finance and the tax service must submit the following documentation:

• Treatment (Form P12001);
• The charter of a new organizational and legal model (2 copies);
• A document confirming payment of the state tax in the amount of 4 thousand rubles;
• Reporting, confirming the fact of the procedure.

The reorganization of ZAO into LLC is a complex and multi-stage procedure, which is conducted relatively quickly. However, everything will go smoothly only if the RF legislation is fully complied with, timely provision of all necessary reporting and payment of tax deductions.