Liquidation of a company by merger. Liquidation of LLC by takeover and merger

In the course of the activities of legal entities, circumstances often arise that require the liquidation of the organization to be carried out, but often voluntary liquidation may be unacceptable for various reasons. In this case, attention should be paid to such a method of carrying out this procedure as reorganization into a region. It is performed according to strictly defined rules that must be followed in order to successfully complete this procedure.

Reorganization into a region

Liquidation by reorganization in the form of takeover is a convenient and quick way to close a company and obtain an official certificate of liquidation legal entity. This method is one of the few that allows you to quickly terminate the activities of the enterprise, and make an entry about this in the Unified State Register of Legal Entities.
The closure of the company through reorganization is carried out mainly in the form of joining another LLC. Reorganization in the form of accession has obvious advantages - it is less financial costs, as well as less time required to complete the entire procedure, and most importantly, the absence of tax audits.
Thanks to well-established business relations in almost all regions of our country, we successfully provide services for this method of liquidation throughout Russia. You will not need practically any participation in this procedure, the preparation of all required documents, delivery and receipt of them in the tax authorities, we undertake.

Liquidation of an LLC by merger

As a result of liquidation through a merger (acquisition of an LLC), you will receive an official certificate of termination of the company, i.e. liquidation certificate. In the unified state register of legal entities there will be a record that the company has ceased operations and is liquidated. As a rule, liquidation through reorganization occurs with a company located in another region of the country. The reorganization of a legal entity is a legally legal way to terminate the activities of legal entities, and is an accelerated opportunity to liquidate a company.
This method is chosen by companies that have some problems and shortcomings in their financial activities. Organizations are excluded from state register legal entities as a result of reorganization by merger or accession. The main advantage of this type of termination of the company's activities is that there is no need to seek permission from the registration authorities, to wait for the appointment of tax and other audits.

The reorganization of an LLC by merging with other companies is one of the forms of its liquidation, in which the activities of the organizations participating in the merger are terminated and all property rights and obligations are transferred to the newly created Company.

This method of closing the enterprise is designed to consolidate the business. However, practice has shown that it is also possible to use it to solve a problem in which it is necessary to liquidate an existing company in an expedited manner, even if there are debts to the budget and other creditors.

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The procedure for carrying out this procedure is determined by law and leads to the removal of an entry from the Unified State Register of Legal Entities of a company reorganized as a result of a merger.

Paper preparation

The liquidation of an LLC by merger provides for a list of documents that must be prepared and submitted to the local tax authority at the location of each enterprise:

• application-notification of the beginning of the merger of the liquidated enterprise;
• a joint agreement on the merger of the participating LLCs;
• message by ;
• Charter of a newly formed enterprise instead of closed ones;
• copies of publications about the reorganization from the Vestnik state registration»;
• documents confirming the receipt by creditors of notifications about the liquidation of the company;
• on the payment of state duty in the amount 4000 rub.

An application for registration of a company by merger in the form 12001 must be notarized. To do this, you will need to have with you the constituent documents of all companies, certificates of their registration, confirmation of current managers and extracts from the Unified State Register of Legal Entities.

In the process of reorganization, the IFTS may require the provision of other official papers, for example, the consent of the antimonopoly authority to liquidate the LLC. This will need to be done.

Liquidation procedure by merger

Main steps

First stage	Includes the preparation of the necessary documents. To do this, within each enterprise participating in the merger, an extraordinary meeting is held, at which an appropriate decision is made. joint merger agreement; the charter of the newly created company; transfer deed of property rights and obligations; executive body for carrying out the liquidation procedure. The results of the meeting held are recorded in the minutes of the general meeting.
Second phase	It consists of submitting documents to the Federal Tax Service Inspectorate, which informs the decision on the reorganization of the enterprise. Each company participating in the merger prepares for tax office in which it is registered, a message in a specially designed form. The decision on the merger adopted at the meeting of shareholders is provided. The list of all required documents must be clarified in your inspection. At the same time, an application for the commencement of merger actions is drawn up for the territorial tax inspectorate of the newly formed Company. According to the legislation, the tax authority is obliged, within three days after receiving the documents, to provide evidence that the reorganization procedure has begun. At the same time, an entry is made in the Unified State Register of Legal Entities.
Third stage	It consists in notifying creditors of the beginning of the liquidation of the enterprise. For this, five days are provided from the date of receipt of the certificate from the tax authority. It is recommended that the message be sent in writing by registered mail with a notification and a list of attached documents.
Fourth stage	It consists of the obligatory publication of a notice of the company's reorganization in the Vestnik. This must be done at least twice, one month apart.
Fifth stage	Requires the approval of the antimonopoly authority for the merger. It refers to those organizations participating in the merger, the total amount of assets on the latest balance sheets of which is more than 3 billion rubles. or revenue for calendar year exceeded 6 billion rubles, or one of the participants in the reorganization is a violator of the antimonopoly law.
Sixth stage	It implies an inventory of the property and obligations of each organization, on the basis of which the deed of transfer is made. At the general meeting of the merger participants, the submitted acts are approved.
seventh stage	This is a collection of all the necessary documents prepared in the above steps.
Eighth stage	It consists in providing the tax authority for state registration of the entire package of documents on the liquidation of the Company through a merger. Documents are submitted after the second publication of the notice of reorganization in the Bulletin. This can be done by a representative. executive body or a director of a newly formed company. At the end of five days after receiving the entire package, the registering authority must issue certificates of registration of a new company and liquidation of the reorganized ones, after which the liquidation procedure by merger can be considered completed.

can serve as a voluntary decision of the participants of the enterprise, and a court decision - in the case of forced liquidation.

The legal nuances of the dismissal of a director during the liquidation of an LLC are discussed in this.

Important Points

The closure of a legal entity on an urgent basis with existing debt to the state or creditors can be carried out through a merger or merger with other firms and compares favorably with existing forms liquidation.

• The main difference between this type of liquidation and the official closure of the enterprise is that upon merger, the LLC is excluded from the Unified State Register of Legal Entities, however, all its rights and obligations are transferred to the legal successor, who pays for the debts of the liquidated enterprise.
• Reorganization through a merger or acquisition differs from the sale of a company in that during the sale, the LLC remains unchanged in the Unified State Register of Legal Entities, and only the owner of the purchased organization changes. At the same time, the former owner no longer has anything to do with her and her property obligations.

The duration of the merger procedure from start to finish takes on average 2 months after duly notifying the tax authority of the decision taken at the meeting of shareholders.

In order for the reorganization to be approved by the tax authority and carried out successfully, it is necessary to follow some rules in the process of its implementation:

• within three days from the date of the decision, recorded in the minutes of the general meeting, notify the local tax authority, the territorial pension fund, extra-budgetary funds about the start of the LLC reorganization procedure;
• notify all creditors in writing with notice of decision and publish in the State Registration Bulletin at least twice;
• reconcile accounts with pension fund and get help.

Confirmation of the closure of the LLC and the termination of its activities are:

• liquidation certificate;
• notice of deregistration with the tax service;
• an extract from the state register, which states that this Society has the status of inactive.

Paying taxes

When organizations merge, the newly created Society is responsible for the debts transferred to it. According to Art. 50 of the Tax Code of the Russian Federation, this also applies to the payment of taxes and fees by reorganized companies. The transfer of obligations to the successor does not depend on whether they were known to him before the completion of the merger procedure or not.

The deadlines for the fulfillment of tax obligations do not change, despite the reorganization. Fines and penalties also pass to the successor, and the overpayment of taxes is refundable or taken into account against future payments.

Since the liquidation of the Company very often entails an unscheduled on-site inspection, which is subject to a period of not more than three previous years, the successor has the right to familiarize himself with the results of the inspection, regardless of whether the reorganization is completed or not.

Legislation

The liquidation of a firm by merging it with another enterprise is regulated as well federal law No. 129-FZ of August 8, 2001.

Breaking the rules accounting and submission of mandatory reporting to the tax authority in accordance with Art. 15.11 of the Code of Administrative Offenses of the Russian Federation entails the punishment of officials in the form of an administrative penalty.

Tax evasion by an organization related to crimes under Art. Art. 198 and 199 of the Criminal Code of the Russian Federation can lead to undesirable consequences for both the chief accountant and the head of the enterprise

Pros and cons

Reorganization through a merger has found its wide application for a number of advantages over other forms of liquidation.

• It is possible for an official to leave the problem in the form of punishment due to non-payment of taxes. The tax debt itself passes to the successor, but the punishment individual not passed.
• The society essentially remains and can continue its activities, but the name, TIN and, possibly, the region will be completely different.
• The start of the merger procedure does not depend on the permission of the tax authority. It is only necessary to notify the IFTS of the decision.
• Reorganization can be carried out without waiting for the end of the audit and its results.
• The timing, the number of necessary measures and the financial costs of reorganization through a merger are much more profitable than in a normal liquidation of a company.

However, such a way to close the enterprise in some cases may lead the former owners to subsidiary liability with their personal property for breaking the law. Therefore, it is necessary to carefully weigh everything before making a decision.

Joining is one way to eliminate structures legal form property, this also applies to LLC. In fact, this is a certain scheme of actions, involving the transfer of rights from one company to another. The first receives the status of liquidated and ceases to operate, while the second operates, assuming additional obligations. Often, such a procedure contributes to the expansion of business, the merger of a number of subsidiaries.

Features of the procedure

Joining an LLC is like legal organizations, however, it does not provide for the formation of a company on the basis of legal entities that have ceased operations. In this case, there is no significant impact on the results of the liquidation, but it is necessary to carefully choose the company to which the merger will take place. Such an organization will become the legal successor and will continue to operate certain time after the completion of the joining process.

The following types of LLCs can take part in the liquidation procedure by merger:

1. Having no debts or having settled the arisen debt obligations through reorganization. At the same time, the opinion of creditors should not become an obstacle to the completion of the liquidation and registration of the fact of accession in the tax authorities.
2. Those who set the task of a relatively quick (up to four months) termination of the company's activities with less financial losses than with a merger.
3. Unable to take risks associated with implementation quick ways alternative liquidation(sale of the enterprise, replacement of founders, etc.).

The liquidation of an LLC by merger often becomes the best option termination of operations for a company with financial problems. At the same time, management responsibilities are officially transferred to another legal entity, and in order to reduce risks, it is necessary to take big losses. A competent approach to solving the problem helps to achieve the task.

Before liquidating a business by joining another company, consider all the pros and cons of such a move.

Stages of liquidation of an LLC by merger

The considered procedure is divided into several stages.

Preliminary preparation of documents

At the initial stage, the founders of all organizations participating in the procedure gather. At the meeting, a verdict is passed on liquidation through merger, and the merger agreement is approved. This document defines the main stages of the entire process, the value statutory fund new company, the amount of expenses of the participants during the procedure, as well as the party managing the process itself.

The company can be liquidated only by decision of the general meeting of owners

Each of the communities participating in the procedure makes a decision reflecting the fact of the transfer of authority to the governing community. They relate to the notification of tax authorities about accession and the publication of information about this fact in printed edition"Bulletin of State Registration".

Then an application for future accession is prepared: it must be notarized. A message is created about the initiation of the procedure under consideration in the form C-09-4 to notify the tax authorities at the place of registration of legal entities.

Don't know how to organize a reorganization through a merge? You will find the answers in our article "".

Sending materials to state registration authorities

All organizations participating in the liquidation of an LLC are required to notify the tax authorities at the place of registration within three days from the date of the verdict on the procedure. Within this period, it is required to send an application to the tax authorities at the place of registration of the parent company to initiate the merger procedure. At the end of the specified period, the IFTS is obliged to issue official document about the start of the accession process. At the same time, the established entry is made in the Unified State Register of Legal Entities.

Make sure the tax office is properly notified of upcoming joining procedures

Notification of creditors

Within five days from the date of execution of the document on the beginning of the accession, each of the organizations participating in the process is obliged to notify all of its creditors in writing. It is better to send such a message by mail with a delivery notification and a description of the attachment.

Notify creditors of the liquidation of the company by joining - this will help to keep good relations with them business relationship and restructure existing debt

Publication in the media

The notice of liquidation must be published in the State Registration Bulletin. As a rule, such a publication is made by the parent company, the one to which the accession takes place. The submission must be made twice. The second is done 30 days after the release of the first.

Publication of an announcement in the Bulletin of State Registration will help to avoid demands from creditors to extend the liquidation period of the company

Obtaining permission from the antimonopoly authority

Consent to join is required if the total assets of the communities to be liquidated exceed 3 billion rubles. Permission must be obtained no later than one month from the date of submission of documents, the time frame may vary by agreement of the parties.

Learn how to quickly and correctly reorganize a legal entity through joining from our publication "".

Drawing up an act of transfer and inventory of property

The parties involved in the liquidation carry out an inventory of valuables and intangible assets and allocate responsibilities. In accordance with the information obtained from the results of the inventory, an act of transfer of property is drawn up.

A meeting of members of the communities participating in the procedure is held, the agenda of which includes the following questions:

• changes are stipulated in the constituent documents of the parent organization in connection with the expansion of the authorized capital and the addition of new members;
• Elections are held for the leadership of the parent organization.

The results of the meeting are recorded in the minutes drawn up.

Inventory of property will help to save important assets and get rid of unnecessary junk

Carrying out state registration of amendments

After an additional message is published in the State Registration Bulletin, information is submitted to the state registration authorities about the liquidation of the affiliated community and about changes in the statutory documents of the parent organization. After 5 days, information on the liquidation of the affiliated LLC is entered into the Unified State Register of Legal Entities, after which the registration authority issues mandatory documents. This completes the liquidation process of an LLC by merger.

Documents required for liquidation in the form of accession

For the legal conduct of the procedure for the liquidation of an LLC by merger, the following documents are required:

1. The decision of the meeting of the founders of the LLC to initiate the merger process.
2. Accession agreement with the parent organization.
3. Application for the initiation of liquidation by affiliation.
4. Notice of liquidation of an LLC (form С-09–4).
5. Written notice to creditors about the forthcoming procedure for the liquidation of the enterprise.
6. The act of transferring the property of LLC.

Documents relating to the liquidation of the company must be correctly executed, since they will have to be presented to the regulatory authorities within the next 4 years

The cost of liquidating an LLC

The cost of liquidating an LLC forms the amount of the duty established by the state - 1.5 thousand rubles. Services of organizations performing such a turnkey procedure are subject to additional payment. The assessment of the cost of their services is determined in the range from 30 to 50 thousand rubles.

Possible risks during liquidation

Any action to liquidate a company is risky. Claims do not arise only in cases where the liquidation of an LLC by merger is carried out in compliance with all requirements of the law. And it is also important to have a pre-planned operation.

The main risk lies in the presentation by creditors of claims for the return of debts to the management of the merged LLC. Moreover, this can happen after the end of the connection.

Documentation must be carried out strictly in certain deadlines

Before carrying out the procedure in question, it is recommended to make sure of the following:

• the enterprise has no debts at all or they can be paid in the process of joining;
• the appointed successor does not raise any suspicions among the regulatory authorities;
• the procedure for joining an LLC can be carried out without attracting attention from the tax administration and law enforcement agencies;
• in the current situation, the option of joining an LLC is the most justified.

If a company has large debts, it makes no sense to liquidate it. This will immediately attract the attention of regulatory authorities and will only aggravate the situation.

Liquidating an LLC by merging it has many advantages. It is not required to take a large number of certificates of debts, the amount of the fee is lower than with a merger, the corresponding entries on liquidation are made in the Unified State Register of Legal Entities. There are much fewer disadvantages: they are all associated with the risk of taking on the organization's debts. After weighing the available pros and cons, management has the right to decide whether this option suits it or not.

The Civil Code provides for several forms of reorganization of legal entities (Article 57). In practice, two methods are widely used:

• liquidation of a firm by merging two or more firms;
• liquidation of the company by joining another organization.

These forms are considered the least costly in terms of time and financial costs.

General requirements for the reorganization of companies

Since 2014, it has become possible to simultaneously apply several forms of reorganization. It is also allowed to conduct it in relation to companies of different organizational and legal forms, with the exception of non-profit organizations. The reorganization includes several interrelated stages.

1. Legal registration, registration.
2. Transfer of property, rights and obligations.
3. Transfer of employees to another organization.

Since the last two do not differ in specific features, when considering each method, only the first stage is described separately.

Important! In June 2015, by the Decree of the Supreme Court. RF (p. 26) clarified that accession and liquidation provide for succession. Therefore, the act of transfer in this case is recognized as a non-binding document.

Liquidation of an LLC by merger: step by step instructions

As a result of this procedure, the activity of the merging company is terminated. The operating organization inherits its rights, obligations, assets. The following order applies.

Stage 1

1. Conclusion of an agreement between companies.

The agreement specifies the conditions for the merger, the procedure for creating future management bodies, changes in the Charter of the existing company. It is advisable to appoint responsible person for the publication of information, and legal registration.

1. Inventory, preparation of a draft transfer act.

The act reflects the procedure for repaying the debts of the liquidated company, the provisions on succession in relation to its creditors.

1. Holding separate meetings of the founders of each company.

They make decisions on several points: on the reorganization, on the approval of the contract, the deed of transfer (if any). It is more convenient to assign the responsibility for carrying out subsequent registration actions, notifications to the operating company. Important: if an LLC is being liquidated by merger, the protocol of the company terminating activities must be signed by an earlier date.

1. Notification of the tax inspectorate about the reorganization.

Within 3 days after the meeting, the accommodating organization submits to the Federal Tax Service at the place of its registration a notification in the form "P12003". The minutes of the meetings, the contract, the act of transfer, the receipt of payment of the fee are attached to it. Each of the two companies sends an application (“C-09-4”) to the Federal Tax Service, attaching a protocol on its decision to it. The Federal Tax Service at the location within 3 days enters information into the Unified State Register of Legal Entities, and each company receives a notification about the start of the reorganization procedure.

1. Sending letters to creditors.

This is done by each company separately, within 5 days after filing an application for reorganization. The letter contains full information about the companies, the form and procedure for satisfying creditors' claims. Each document must be signed on receipt, or they are sent by mail with acknowledgment of receipt.

1. Information is placed in the State Registration Bulletin.

The specific date is not regulated by law, but this is usually done with the filing of an application with the Federal Tax Service. A month later (not earlier!) The publication is repeated. Within 30 days after the second posting of information, creditors have the right to raise their objections, but this does not prevent the continuation of the procedure.

1. Completion of the liquidation of the LLC by merger.

After the end of the waiting period, the affiliated organization sends the tax authority at the location of the application "P16003". An agreement, an act of transfer, supporting documents on the informing carried out are attached to it. At the same time, the operating company sends an application "P13001". After 3 days, the Federal Tax Service issues a notification to the company remaining to work on the completion of the reorganization, and another one on the termination of activities.

1. Sending information to counterparties about changes.

This is not required by law, but is consistent with etiquette and business practice. Companies bound by contractual obligations must make changes to contracts, payments.

Liquidation of an LLC by merger: step by step instructions

When organizations merge, all rights and obligations of each of them are inherited by the newly formed legal entity in the order of succession. As a result, the activities of the merged firms cease. The transformation is carried out in the following order.

Stage 1

1. Development of a draft agreement and conditions for a future association.

The agreement includes provisions for the transfer to the new company:

• documents on property on the balance sheet, certificates of ownership;
• minutes of meetings, orders, decisions, lists of participants;
• audit and revision reports on control checks.

1. Convening an extraordinary meeting of participants in companies, making a decision on reorganization.

The meeting may be held at the initiative of the executive body of the LLC, the Board of Directors. It is allowed to liquidate an LLC by merging by a decision made by absentee voting (if it is provided founding documents). The minutes reflect the approval of the agreement, the Charter of the newly formed company, the act of transfer of assets (if it is drawn up). The decision on the very fact of the reorganization is taken by 100% of the votes, the agreement is approved by the majority, stipulated by the statutory documents of the participants.

1. Conducting an inventory in each company by a specially created commission.

As a result, the value of assets and existing liabilities is determined. If the contract between the connecting companies provides for the drawing up of a transfer act, then an appropriate document is developed.

1. Sending a notice of the beginning of the liquidation of an LLC through a merger to the territorial body of the Federal Tax Service at the place of creation of a new company.

The deadline for its submission should not exceed 3 days from the date of the last decision by the merging companies. At the same time, the application form “P12003” is filled in, the decisions of each of the societies (minutes of meetings), an act are attached. The person authorized by the companies by proxy is entitled to submit the documents. The applicant is issued a receipt confirming the acceptance of the documents, information about the beginning of the procedure is entered into the YuGRUL.

1. Informing contractors, a wide range of stakeholders.

It is carried out by posting relevant information in the State Registration Bulletin and other media. In addition, the Federal Tax Service publishes information about the upcoming transformation on its official website.

1. Registration of a new legal entity.

LLC liquidation, merger and formation new organization are completed after 3 months from the beginning of the application for the beginning of the reorganization. This is determined by the time period given to interested parties to file objections to the procedure. An application is submitted to the Federal Tax Service for registration of a creating legal entity (“R12001”). It must contain information about publications. If a positive decision is made and there is no application for cancellation (only participants are entitled to apply), the new company is registered in the Unified State Register of Legal Entities and receives a certificate. From this moment, the predecessor organizations are considered to have terminated their activities, about which an appropriate entry is made in the register.

Post-legal actions

Depending on the specifics of the activity, the form of taxation, and other features, the reorganization procedure may differ in details. In most cases, it is required to extra work shown below.

Stage 2

1. Re-issuance of contracts, current accounts, passports for foreign economic transactions.

It is better to close the accounts of the merging company immediately after the decision is made by the meeting of participants. If they are needed, then after completing the procedure, you need to re-register bank agreements. The numbers of export-import transactions remain the same, but are transferred to the operating company (Instruction of the Central Bank No. 138-I, 06/04/2012).

1. Transfer of ownership of real estate, licenses and intellectual property.

The successor company applies to the Rosreestr authorities for registration of the transfer of ownership and obtaining new certificates. In this case, you will need to attach old documents, a deed of transfer with a description of the objects, and a confirmation of the reorganization. If the operating company does not have permits (licensing) documentation for the types of activities of the liquidating company, it must be re-registered. An application is submitted to Rospatent to amend the register of intellectual property objects.

Stage 3

After the decision on the reorganization is made, but before its completion, the employees of the organizations must be informed about the upcoming changes against signature. If one of them does not want to work in a new firm, he writes a written refusal, and labor contract is terminated (Article 77 of the Labor Code, clause 6). The remaining employees in work book an appropriate record of the changes is made.

If an LLC is being liquidated by merger, then the second method is applied. It consists in the fact that employees leave before receiving notification of the completion of the reorganization, and the next day they are registered for work in a new company.

In the process of doing business, entrepreneurs have to make decisions that can fundamentally change the nature of the company's activities and entail favorable and not only consequences for the business itself. One such solution may be the liquidation of the company through a merger. This choice can give new life weakened firms or a new round of development for growing entrepreneurs. Let's consider this process in more detail.

Liquidation or reorganization?

The Civil Code, giving the definition of liquidation, indicates that under this procedure, the rights and obligations of the organization are not transferred to other persons in the order of succession.

The process in which, after the termination of the firm's activities, its rights and obligations are taken over by another company, is called reorganization, but the very fact of the closing of the firm allows non-specialists to call it liquidation.

The Civil Code of the Russian Federation (Article 57) fixes five options (types, ways, forms) of reorganization:

• merger - several firms merge into one and cease to exist;
• accession - one company joins another, after which the first is excluded from the Unified State Register of Legal Entities;
• division - one firm is divided into two or more firms and ceases to exist;
• spin-off - a new firm is spun off from the firm, while the original organization continues to function;
• transformation - the company changes its organizational and legal form and no longer exists in its previous form.

In this article, we will consider in detail the reorganization in the form of a merger.

Legal entity reorganization: merger

Let us examine the issue on the example of the liquidation of an LLC by merger. Step-by-step instruction in this case will illustrate the process under consideration.

1. The decision to reorganize must be made general meeting members of the society. As indicated by par. 2 p. 8 Art. 37 of the Law on LLC dated 08.02.1998 N 14-FZ, this decision must be unanimous.

2. The same meeting makes decisions on the approval of:

• merger agreements;
• the charter of the united company;
• transfer deed.

These documents are drawn up at the general meeting of participants of the merging companies.

3. Within three days after the adoption of the decision by the general meeting, it is necessary to notify the tax authority of the upcoming events. To do this, the following are sent to the inspections at the place of registration of both companies:

• notice of reorganization (form C-09-4);
• decisions on reorganization adopted by the management bodies of the merging companies;
• other required documents.

The inspectorate in which the merged company will be registered must also be notified of the merger at the same time. To do this, submit:

• notice of reorganization;
• merger decisions.

4. The creditors of both companies are notified about the reorganization. The authorized company publishes a relevant notice in official source- Bulletin of State Registration.

5. The merger must be agreed with the antimonopoly body if:

• the assets of the companies exceed 3 billion rubles;
• total revenue for the previous year amounted to more than 6 billion rubles;
• one of the companies was recognized as a violator of the antimonopoly law.

6. For state registration of reorganization, the following shall be submitted to the tax authority:

• application for state registration of a legal entity created by reorganization (form Р12001);
• minutes of the meeting of participants in the merging companies;
• merger agreement;
• deed of transfer;
• charter of the united company;
• copies of publications in the Vestnik;
• copies of documents confirming the notification of creditors about the merger;
• consent of the antimonopoly body (if necessary);
• receipt of payment of the state duty (the amount of the state duty is 4000 rubles).

The merged company is considered reorganized from the moment of registration in the Unified State Register of Legal Entities of the termination of the activities of the companies that have passed the merger. From this point on, we can talk about the liquidation of the LLC through a merger.