Separation balance sheet during reorganization in the form of spin-off

Reorganization of an organization is the termination of any activity of a legal company. the person followed by the distribution of succession. The result is the establishment of one or more new legal entities. persons

The transfer deed is a document on the basis of which, during the reorganization process, all rights belonging to one company are transferred to the newly created legal entities.

When is a separation balance required?

Reorganization of enterprises is a change in their organizational and legal form. The previous legal entity ceases to exist, and its rights are “inherited” by another legal entity that becomes a legal successor as a result of one of the processes:

mergers;
transformations;
divisions;
discharge.

If a company is reorganized through separation or division, then the property assets are transferred to the successor company on the basis of a special document - separation balance sheet .

Division stops the activities of the primary legal entity, transferring its rights to several newly created organizations. A spin-off does not liquidate the parent company, but allows for the transfer of some rights and responsibilities to new companies that arise from it. In any case, it is necessary to adequately divide property between the reorganized enterprises. This issue regulates the separation balance sheet, determining the finances, property assets and liabilities transferred to the newly formed business units.

IMPORTANT INFORMATION! It is impossible to divide property without a separation balance sheet. But the act of writing this document itself is not mandatory.

How is reorganization carried out in the form of spin-off

The article will touch upon the main points regarding the reorganization process. What it is, what the form of isolation is and how to carry it out - further.

A legal entity has the right to change the form of activity and type of organization. A process such as reorganization will help with this.

What do you need to know about it, how to plan and carry out everything? Without basic knowledge, you can make a lot of mistakes.

Many entrepreneurs are worried about their business, trying to save it or circumvent the requirements of the Legislation (which is not very successful).

In order not to stop the activities of the organization, you can reorganize it. One of the forms, isolation, is the most common.

Reorganization is the termination of the activities of a legal entity, which is accompanied by succession.

As a result, one or more new enterprises arise, which must retain the rights and fulfill the responsibilities of the old company.

He, in turn, accepts them in full and has no right to refuse them. During the process, a separation balance sheet is drawn up. What is it?

The amount of debt that is transferred to the new organization must be indicated. There is also no approved form for drawing up a separation balance sheet.

In other words, the separation balance sheet is an accounting report. It is also necessary to indicate which right is transferred to a specific participant.

Spin-off is one of the forms of reorganization, on the basis of which a new company is opened in an independent organization.

All rights and obligations of the reorganized organization are transferred to it. Either one enterprise or several may appear.

Also, the separation process is carried out with the aim of improving the management of the enterprise, that is, increasing its efficiency.

In this case, branches gain independence. This process involves the opening of new enterprises, without liquidating the old one.

The reorganization process can only be carried out on the basis of the Civil and Tax Code of the Russian Federation and other regulations.

Article 23, paragraph 4, part 2 of the Tax Code states that within 3 days (after the decision is made) it is necessary to notify the Tax Inspectorate about the transformation.

According to Article No. 140 of the Housing Code, reorganization in the form of the allocation of a HOA must be carried out in compliance with the requirements of civil legislation.

The process of reorganizing a company can be carried out either voluntarily or by court decision. In the second case, this happens to support competition.

It is necessary to fulfill this requirement, observing all conditions. The period for this is at least six months.

The decision must be made unanimously

. A sample of the minutes of the Meeting of Participants on the transformation process in the form of allocation can be found here.

As soon as the decision on allocation is made, it is necessary to contact the registration authorities within 3 days with a photocopy of the protocol.

When deciding to reorganize an organization, an exchange of shares is possible. It is carried out between the participants of the reorganized enterprise.

Otherwise, the only member of society that will emerge will be the society to be transformed.

It differs from other forms in that the reorganized institution does not cease its activities, and the enterprises created by it acquire independence.

Legislative norms

Various forms of reorganization are justified in paragraph 5 of Art. 58 of the Civil Code of the Russian Federation.
The nuances of changing the legal form between a CJSC and an LLC are described in Federal Law No. 208-FZ “On Joint Stock Companies” of December 26, 1995.
The procedure for making a decision on reorganization is regulated by Art. 57 Civil Code of the Russian Federation and Art. 20 of Federal Law No. 208-FZ.
Registration of new legal entities formed after the reorganization is carried out within the framework of Federal Law No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs” dated August 8, 2001.
Succession is regulated by the provisions of the Tax Code of the Russian Federation.
The transfer deed is drawn up on the basis of the references in Art. 58, 59 of the Civil Code of the Russian Federation and Methodological guidelines for the preparation of financial statements during the reorganization of organizations No. 44n, approved by Order of the Ministry of Finance of Russia on May 20, 2003.

Competent preparation of the transfer act for carrying out the reorganization process upon merger

When carrying out the process of reorganization of a company upon merger, the organization ceases any activity immediately upon transfer of its rights. The decision on reorganization can only be made by the founders or by someone authorized to do so.

Merger can only occur between companies of this form of registration . This means that a merger between an LLC and a PJSC is not allowed.

All concerns related to the execution of the transfer deed are assigned to the company that will undergo reorganization.

The legislation does not provide for any serious rules for drawing up a transfer deed. There is only an indicative structure.

The additional act must contain complete information regarding obligations towards creditors. This also applies to obligations that are subject to challenge. Typically, an appendage act is drawn up through the joint efforts of the legal and accounting departments.

The transfer deed must necessarily contain clarification regarding succession, taking into account that the value of the property, composition changes and the obligations and rights of the reorganized enterprise are terminated, which may take place after the document is drawn up.

How to draw up a transfer document during reorganization by transformation?

Not long ago, some amendments were made to the country's civil code, which made it possible to carry out the procedure for drawing up a transfer deed much faster and easier.

Today, before starting the procedure, there is no need to run to the tax office and report it.

You can also forget about the “Bulletin of State Registration”, in which this news was repeatedly published in such cases before.

And the transfer deed itself, once drawn up, no longer needs to be submitted to the tax authorities.

Time for drawing up the separation balance sheet

When to start dividing the company's property? The stage of drawing up a separation balance sheet naturally occurs after the following steps are completed:

approval of a decision on reorganization as a result of a meeting of participants or shareholders, a court order or an order from government bodies;
start of the process;
inventory of material assets of the parent enterprise;
audit of obligations.

The founders themselves have the right to choose the timing for writing the separation balance sheet.

FOR YOUR INFORMATION! For convenience, regulatory authorities recommend that the preparation of the separation balance sheet be timed to coincide with the end of the reporting period, preferably a year.

The essence

Each organization submits monthly, quarterly and annual reports. The first two are compiled on an accrual basis and are interim reports. According to clause 275 of Instruction “On Preparation of Reporting” No. 191n, in the event of reorganization or liquidation of an organization, the separation balance sheet as of the date of the changes must be submitted to the regulatory authorities.

Form and content of the separation balance sheet

The legislation does not approve the procedure for drawing up and the form of this document - this is an internal matter of the reorganized company. The only mandatory regulatory requirement is the “ provision on succession ”, in other words, comparative data on property values and debts of the “old” and “new” (new) companies should be provided.

ATTENTION! The founders themselves decide how to value the property: at market price or at residual value.

It is convenient to use a standard accounting balance sheet for registration, which contains columns for the reorganized company and all successors. The figure shown in the first column for the predecessor organization should be the sum of all the others. For example, if one company is spun off into another, three columns must be provided in the balance sheet: for the original company, for the separated part and for the remaining one.

In the appendix to the balance sheet, it is necessary to describe in detail all the amounts indicated in the table: the value of each asset and the number of debt obligations.

Carry forward of losses and depreciation

The legal successors have the right to take into account the losses of the divided organization. This directly follows from paragraph 5 of Article 283 of the Tax Code.

In addition, a newly created company that has received a property from its predecessor can safely charge depreciation. Although, as a general rule, depreciation of real estate is allowed only after submitting documents for state registration of property rights (clause 11 of Article 258 of the Tax Code of the Russian Federation), this prohibition does not apply during reorganization. This is due to the fact that ownership of the property automatically passes to the assignee under the separation balance. This point of view is also expressed by officials (letter of the Ministry of Finance of Russia dated December 31, 2010 No. 03-03-06/1/817).

How assets and debts are divided during reorganization

The main factor determining the figures in the separation balance sheet is the agreement between the founders of the companies undergoing reorganization. By mutual agreement, decisions are made on the transfer or retention of property, funds, and obligations to creditors. There are accepted rules by which the balance is most often distributed, unless the parties decide otherwise:

material assets (property, inventories, materials, unfinished production, etc.) are divided according to the principle “who needs it more”;
debt obligations - “minus” assets are distributed in proportion to “plus” ones, that is, the one who took on more property takes on greater obligations;
money - the amount from various accounts and cash balances is divided as the participants agree.

"Primary" in the transition period

As a result of reorganization in the form of division, newly formed companies inherit, among other things, contractual relations with counterparties. Moreover, the agreements were signed by the predecessor organization.

There are two possible ways here. The first is to enter into additional agreements with suppliers and buyers to replace parties to the transaction. The second is to simply send information letters to partners, which indicate the name and details of the new organization.

The first way is more reliable, but also more troublesome. The second way is also acceptable, because according to paragraph 3 of Article 58 of the Civil Code of the Russian Federation, the rights and obligations of the predecessor company on the separation balance sheet are transferred to the newly formed legal entities. This also applies to contractual relationships. Thus, if you have an extract from the Unified State Register of Legal Entities and a separation balance sheet, it is quite possible to do without additional agreements.

Invoices, invoices and certificates of work performed for “inherited” counterparties must be written out as follows: up to the day of reorganization on behalf of the predecessor, on the date of reorganization and further - on behalf of the successor.

Documentary basis of the separation balance sheet

In order for new accounting reports to be generated correctly and not cause any complaints from the inspection authorities, the separation balance sheet must be drawn up correctly. For this, the following supporting documentation is required:

the founders’ decision on reorganization: for the first time, it fixes the rules for dividing assets and distributing debts, as well as the method of assessing property;
accounting reports of the “old” company - they are the basis for assessing the dividing property;
papers on the latest inventory - contain the valuation of assets;
invoices for the purchase of assets, if it was made after the inventory - forms must be attached to the inventory documents;
acts deciphering the parent’s obligations for the acceptance and transfer of fixed assets, inventories, materials, and material assets;
an inventory of other property that will be transferred, but is not listed in the primary documents;
listing of accounts payable and receivable with confirmation of timely notification of creditors about the reorganization;
papers confirming settlements with various bodies, structures, funds (municipal and commercial);
agreements with newly created companies (in case of legal claims regarding transferred obligations);
An extract from the Unified State Register of Legal Entities indicating the fact of reorganization is attached after registration.

An up-to-date sample for correctly drawing up a transfer deed

Before the procedure, you need to know that to draw up an act there is not one special form for all types . Figuratively speaking, the entire document is drawn up in a free and convenient form. The main criterion is the content of the document. It should reflect the main goal. And its main goal is to record the fact of the transfer of rights, including all mandatory ones, from the first reorganized person to the successor.

An equally important criterion for drawing up an act is its approval by all parties who made the decision and launched the reorganization procedure. If these two rules are taken into account, then the most convenient structure and form of the document is selected.

The following mandatory sections are included in the sample deed of transfer during reorganization:

At the very beginning you need to indicate the name of the form .

Then indicate the place and date of registration .

Afterwards, a special phrase is immediately written, which proves the fact of transfer of all rights from one to another company . There is no need to forget to indicate the full names of both companies with the names of their managers, who sign the document on behalf of the parties.

Afterwards it is necessary to list in detail all the transferred property . Below indicate the full value of the property at the time of drawing up the form.

All accounts receivable amounts must also be indicated.

We must not forget about all the obligations that are transferred to the successor . Obligations may be to counterparties, creditors, company personnel or the budget.

Then you need to approve the document and indicate this as the next paragraph after the above obligations.

A special annex to the sample must include clear records and lists of the company's assets and liabilities . But this should only be done if there is a lot of information.

It is also necessary to write down on separate sheets the breakdown of the value of property and debt . It is better to indicate their total cost in the main form. If there are several additional attachments to the form, they should contain a link to the presence of additional pages that the document includes.

The sample form itself looks like this -.