Reorganization of the legal entity (merger, affiliation, division, branching off, transformation) shall be effected by the decision of its founders (participants) or of the legal entity's body, authorized for this by the constituent documents. (Part 1, Article 57 of Civil Code of Russian Federation).
Prior to completion of reorganization procedure it is highly desirable (and in some cases it is required) to cover arrears in payments to budget and funds, as well as pay fines. Otherwise, there is a high probability of inspections from fiscal authorities.
While preparing transfer acts and separation balance documents sheets, active assistance of accountant of the company, which undergoes reorganization process, is required. We can also provide our professional accounting assistance.
Service includes:
- Professional consultation on full range of questions related to reorganization;
- Preparation of documents for reorganization (drafting protocols, acts, charters, changes to legal documents, application forms to fiscal and tax authorities, application forms funds, other statements, requests, objections to creditors, etc.);
- Publication of advertisement of company’s reorganization in "Bulletin of State Registration";
- Obtain information about status of payments to tax authorities;
- Receive information about absence of indebtedness to Pension Fund of Russia (PFR) and other funds;
- Verify fiscal information with tax authorities and funds (Federal Social Insurance (FSS), Pension Fund of Russia (PFR), Health Insurance Fund (HIF);
- Preparation of HR documents (job terminations, appointments, etc.);
- Negotiations with debtors and creditors of legal entities involved in the reorganization;
- Legal support and presence during notarization of documents;
- Filing of documents with registration authority;
- Receipt of documents from registration authority.
Terms and Prices
Reorganization process takes at least 4 months. Price for this service starts from 50000 rubles.
The precise price for services, as well as timing of reorganization can only be determined on the basis of submitted documents and the following aspects should be considered:
- Type of reorganization (merger, affiliation, division, branching off, transformation);
- Number of legal entities involved in reorganization;
- Location of legal entities involved in reorganization (St. Petersburg or other regions).
For initial consultation to determine the price for services the following information for each legal entity involved in the reorganization should be presented:
- Copies of constituent documents;
- Information on tax payments and other obligatory payments (whether there is tax debt, debt to pay insurance premiums to Federal Social Insurance (FSS), Pension Fund of Russia (PFR), Health Insurance Fund (HIF));
- Information about status of accounts receivable and payable;
- Information about fully commissioned reports to tax authorities and funds (if not entirely – for what period of time it is due);
- Information about if there are penalties applied to company (its head) but not paid by the time of reorganization.
Additional Expenses
Expenses for reorganization (not included in price for services):
- State fee – from 800 rubles. The fee can be exactly determined only when there is precise information about reorganization type and number of legal entities involved in reorganization;
- Notarial certification of application forms - approximately 800 rubles for each copy. Number of forms is different in each particular case.
- Power of attorney for legal representative - approximately 1500 rubles;
- Fees for publication of advertisement of company’s reorganization in "The Bulletin of State Registration”- approximately 3000 rubles for each publication (the price depends on the number of characters to be placed in each advertisement). The number of required publications depends on the type of reorganization;
- Cost of wage arrears, fines, penalties (if any).
Prices for services are defined in our price-list.