The reorganization of a CJSC by transforming it into an LLC cannot always solve possible problems with the company's assets and balance sheet. But this decision in most cases helps the management to optimize the management of the company.
It is necessary
constituent documents
Instructions
Step 1
Notify the shareholders of the company about the general meeting of all shareholders of the closed joint-stock company. At this meeting, a decision should be made to reorganize the CJSC into LLC.
Step 2
Hold a general meeting and take a decision by the total number of votes on the reorganization of the company by transforming a CJSC into an LLC. Also, at this meeting, plan in detail the procedure for the transformation and indicate the procedure for exchanging shares for shares in the authorized capital. The members of the transformation committee must be appointed at the meeting with their identification numbers in the minutes.
Step 3
Publish a message about the decision made at the general meeting of shareholders and submit the information to the SCSSRF. Also, the SCSSRF must submit documents to terminate the circulation of shares of a closed joint stock company.
Step 4
Exchange the shares for written commitments, which will guarantee the issuance of the appropriate number of shares in the newly formed limited liability company.
Step 5
Notify all creditors of the company about the decision taken to transform the CJSC into an LLC. Consider their claims for debt reimbursement.
Step 6
Hold a general meeting of all members of the limited liability company being formed. Also at this stage it is necessary to draw up an acceptance certificate.
Step 7
Approve the created act at the general meeting of shareholders of the CJSC. Arrange for the notice of the meeting to be published in the press.
Step 8
Carry out activities for the state registration of a limited liability company. In parallel, carry out measures for the state registration of the termination of the closed joint stock company.
Step 9
Submit the documents to the SCSSRF, which will be the basis for canceling the registration of the issue of shares, as well as cancellation of the certificate of registration of the issue of shares. Receive an order from the State Committee for the Central Bank of the Russian Federation to cancel the registration of the issue of shares of the CJSC.
Step 10
After the CJSC ceases to exist, reissue all documents from the tax office and other state funds, replace the seal and bank accounts. Transfer employees to a new organization.
