Reorganization
This is a merger of two completely different companies. The goals may be different, for example, the bankruptcy of one of the companies.
Stages of company merger
All documentation of the new organization must indonesia number list comply with the law. We are talking about the Federal Law "On LLC" and the Civil Code of the Russian Federation. The laws contain general provisions on the process of reorganization of enterprises by merger. Let's consider the step-by-step actions necessary for company mergers.
Stages of company merger
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Step 1: Holding a general meeting of participants in the process
The decision is made at a general meeting and is recorded in a protocol. An inventory of property is carried out to determine the volume of assets, property and debts.
The information received is recorded in the act of acceptance and transfer of the organization's resources. In this case, this document is drawn up in free form. The details of the participants in the merger and acquisition process are indicated. Registration without an act is not allowed. If there are debts, they must be repaid.
Step 2: General meeting of shareholders of the merging companies
A unanimous decision must be obtained for the transaction. A merger agreement is concluded, a new charter is drawn up, and an act of acceptance and transfer of assets is signed. After this, a board of directors is elected at a general meeting.
The document contains information on the terms, methods of inventory, options for assessing the enterprise's resources, the procedure for forming the authorized capital, as well as the features and size of income distribution for the reporting period.
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The property transferred under the deed is valued at market or residual value. An asset price calculation may also be used.
Step 3: Sending a notification
When merging companies, the following condition must be taken into account: within 3 days after the decision is made, the participants must send a corresponding notification to the Federal Tax Service. Within the next 3 days, the body enters information into the unified state register of legal entities, indicating that the company is in the process of merging.
Along with the notification, you must send:
copies of decisions of the general meeting of all enterprises;
a duplicate of the minutes of the shareholders’ meeting on the formation of a new legal entity;
application form P12003, certified by a notary.
During the process of signing the merger notification, all parties involved in the transaction must sign. The Federal Tax Service has the right to conduct an audit of this procedure. If there are existing loans, notifications must also be sent to the relevant banks within 30 days after the general meeting.
If there are debts, creditors have the right to demand their repayment within 1 month after the publication of information on the reorganization. After this period, they lose the right to make any demands.
The notification must include the following information:
information about the organizations participating in the merger;
information about the new legal entity;
additional data provided by current legislation.
It is worth noting that the fact of repayment of debt to the Pension Fund and the Tax Inspectorate is indicated in the documentation provided by government agencies.
Step 4: Publication of information on the reorganization in the State Registration Bulletin
This stage involves posting a merger announcement twice each month.