Depending on the form of reorganization the succession (transfer of property rights and obligations) is realized in different ways:
- while merge of legal entities their rights and obligations pass to recent legal entity in accordance with transfer act and merger agreement;
- while accession of legal entity to another legal entity rights and obligations of accessed legal entity passed to the last one in accordance with transfer act and accession agreement;
- while division of legal entity its rights and obligations pass to recent legal entities in accordance with dividing balance sheet;
- while separation of one or several legal entities from legal entity composition rights and obligations of reorganized legal entity pass to each of them in accordance with dividing balance sheet;
- while reconstruction of one type of legal entity to another one (change of legal organizational form) rights and obligations of reorganized legal entity pass to the recent legal entity in accordance with transfer act.
Thus, there are two important documents that must be provided while registration of reorganization - transfer act and dividing balance sheet. Transfer act and division balance sheet as well as merger and accession agreements are approved by property owner of the legal entity or body that made a decision on reorganization and must contain provisions on succession for all obligations of reorganized legal entity in respect of all its creditors and debtors, including obligations disputed by the parties.
Certainly, that making these documents, without which it will be impossible to register recent legal entities or make changes to the constituent documents of reorganized legal entities, will require a range of organizational activities and the formation of specific accounting reports.
Taking into account these circumstances, and with the aim of optimal solution of problems on reorganization procedure it is necessary, first of all, by the order of the first head of reorganized legal entity to create a commission for its conduction .
Tasks of commission on conduction of reorganization
- to draw up written notification on made decision on reorganization of creditors of reorganized legal entity and also provide individual tax reporting and submit an application to territorial tax body on the conduction of document audit due to reorganization;
- to conduct full inventory of property and obligations of reorganized legal entity;
- make an assessment of value of transferred (accepted) in order of succession property and obligations;
- to determine the order of succession realization due to the changes in property and obligations which may be arisen after the date of transfer act or division balance sheet submission as a result of current activities of reorganized legal entity, as well as the order of realization of individual business transactions (credits, loans, financial investments);
- to determine a method of forming (change) of registered capital of recent and reorganized legal entities;
- reclaim debtor indebtedness and pay credit indebtedness of reorganized legal entity;
- make a final accounting report of reorganized legal entity and prepare transfer act or division balance sheet, and it’s enclosures (accounting report, acts (inventory) inventory of property and obligations of reorganized entity, decoding/inventory of debtor and creditor indebtedness, etc.);
- to develop constituent documents of recent legal entities, changes and additions to constituents documents of reorganized legal entity;
- to conduct a state registration of recent legal entities and re-registration of reorganized legal entity;
- to pass on delivery acceptance report for assets and obligations of reorganized legal entity on transfer act or division sheet balance of recent legal entities.
There are some peculiarities which should be taken into account while making of transfer act and division sheet balance. Making of transfer act and division sheet balance is intended to coincide to the end of reporting period (year) or date of intermediate accounting report making (quarter, month) which is the basis for characteristic and assessment of transferred property and obligations of reorganized legal entity.
Assessment of value of transferred/acceptable property during reorganization of property must be realized in accordance with the decision of reorganization initiator: on depreciable value or on current market value, or on other value. Thus the cost of property reflected in the transfer act or division balance sheet, must match the value of this property reflected in the annexes to these documents.
Assessment of obligations of reorganized legal entity in transfer act or division balance sheet is reflected in amount by which credit indebtedness was reflected in accounting balance sheet taking into account the amounts of losses due to compensation to creditors in accordance with actual legislation.
Each type of reorganization has additional peculiarities of formation of accounting report indicators and organization procedures, which require individual consideration and perhaps appeal to a lower.
