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Reorganization of PMC into LLC in Belarus
- We make a decision on reorganization
- We notify creditors
- Notifying employees
- We agree on the name
- We approve the new charter
- Making a contribution by a new participant
- Registration of the reorganization of the PMC in LLC
- Notification of third parties about reorganization
- Registration of labor relations with employees
- Making changes to the permit documentation
This instruction describes in detail the process of reorganization of the PMC in LLC. If you are going to sell a PMC, we recommend using the instructions for the sale of a PMC.
Step 1. We make a decision on reorganization.
The founder of the reorganized PMC accepts the decision on reorganization, in which defines the name of the created business company, approves transfer act by adopting the appropriate decision, sets the size of the authorized fund, to be entered by a new participant.
It is especially worth mentioning about the transfer act, this document is being prepared with the participation of the accountant of the enterprise. And although it should essentially reflect the transfer of all the assets of the enterprise to the LLC and does not involve the fragmentation of assets, it is not worth neglecting its compilation, since it is the transfer act drawn up based on the results of the inventory that is the legal basis for accepting assets and liabilities of the PMC created in the process of reorganization of the LLC.
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Step 2. Notification of creditors.
Although reorganization in the form of transformation does not entail dilution of the property assets of the enterprise, representing in fact a change of name, in favor of which is evidenced by the method of registration of this reorganization: amendments to the charter, it is still necessary to notify creditors on reorganization, and all, and not only those whose obligations have come due. Creditors do not have the right to prohibit reorganization, but they have the right to demand early termination of obligations to themselves.
It is also necessary to notify the tax authorities and other bodies that control the payment of mandatory payments about the reorganization. This should be done even if the notification, as, for example, in the case of tax authorities, is not mandatory for all types of commercial organizations.
Step 3. Notification of employees.
All employees of the reorganized enterprise are notified about reorganization at least 30 days in advance. They will have the right to refuse to continue their employment relationship with a new legal entity created as a result of reorganization. It is advisable to make a notification under a painting, and not by placing information on stands or other places accessible for viewing.
Step 4. Name approval.
It is necessary to make approval of the name created as part of the reorganization of LLC in the registration authority. Even if the brand name does not change. The name can be approved by the director or a representative of the PMC acting on the basis of a power of attorney. A document confirming the authority of the relevant person is attached to the application for approval of the name.
Step 5. Approval of the charter of the LLC.
After agreeing on the name, it is necessary to prepare charter of a new LLC. This charter is being considered by the general meeting of LLC participants for approval. Also, in addition to the approval of the charter of the LLC, the said meeting approves the procedure for the registration of the LLC, the formation of the authorized fund, the distribution of the shares of the participants.
Step 6. Making a contribution by a new participant.
A new participant (buyer) is obliged to make a contribution to the authorized capital that falls on his share before the registration of the reorganization. The position of the registration authorities, although they are not obliged to verify the charter and the fact of the formation of the authorized fund, is that it is unacceptable to extend the 12-month period for the formation of the authorized fund of a newly created organization to commercial organizations created as a result of reorganization in the form of transformation.
Step 7. Registration of the reorganization of the PMC in LLC.
Registration of the fact of reorganization of the PMC in LLC takes place by means of registration of amendments and additions to the constituent documents of the PMC. To do this, the head (representative by proxy) The PSC submits to the registration authority a package of documents consisting of an application of the prescribed form, the original certificate of the PSC, 2 copies of the charter signed by the participants, a disk with the recorded charter, as well as a document confirming the applicant's authority. The new participant, in turn, signs the founder's questionnaire ("Sheet A"), confirming that there are no grounds for acquiring the status of a founder of a commercial organization.
As a rule, on the day after registration of amendments and additions to the constituent documents of the enterprise, the registering authority issues a certificate of registration of the LLC. Also, on the fifth working day after the registration of the LLC, a notice of tax registration is issued.
Do not forget also destroy the seal of the former PMU and order a new one.
Step 8. Providing information about the reorganization to third parties.
It is necessary to send a notification letter on the completion of the reorganization to counterparties, including the bank, as well as to the bodies exercising control over the payment of mandatory payments. It will also be necessary to send a copy of the charter of the PMC and the certificate of registration to the tax authorities, the FSZN and the bank. It is especially important to inform counterparties in the event of a change in the name and legal address during the reorganization.
Step 9. Registration of labor relations with employees.
Labor relations with employees who have expressed their consent to continue labor relations with the business entity formed as a result of the reorganization are formalized by personnel order on the continuation of labor relations. It is possible to issue one general order for all employees. It is also necessary to make appropriate entries in the workbooks of employees, as well as to conclude additional agreements to existing employment contracts.
Step 10. We are making changes to the permit documentation.
This step will be necessary for those who carry out business activities on the basis of a license (special permit) to perform certain types of work. More recently, the legislator required such persons to obtain a license again, regardless of the type of reorganization, the licensed activity at the same time had to be suspended. At the moment, it is not necessary to obtain a license if the reorganization did not lead to a change in the registration number of the payer of the organization. This is exactly the form of reorganization represented by reorganization in the form of transformation. However, now the legislator has provided for another obligation for such persons - making changes to the license in connection with the change of name.
This procedure is much simpler than obtaining a license again, and also does not require suspension of licensing activities. As a rule, the license holder is only required to draw up an application for amendments to the license with certified copies of registration documents attached, as well as pay a state fee. A one-month period has been set for making changes to the license in connection with this circumstance.
Business entities working in the field of construction and having certificates of construction organizations, certificates for construction work and certificates of technical competence will also have to face a number of formalities. In the case of a certificate for construction work and a certificate of technical competence, it will be necessary to make changes to the relevant document in connection with the name change. But in the case of a certificate of a construction organization, it will be necessary to apply for the issuance of a new certificate within a three-month period in a general manner.
Thus, reorganization in the form of transformation, mediating the sale of the PMC, also does not entail the need to terminate the activity, however, the procedure for extending the certificate of a construction organization will require more effort than making changes to the license. We hope that in the near future this injustice will be corrected by the legislator.
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