The question of how to transfer an OJSC to an LLC refers to civil law and in legal language is called reorganization in the form of transformation. This procedure is regulated by Articles 57-60 of the Civil Code of the Russian Federation and federal laws "On Joint Stock Companies" and "On Limited Liability Companies". The decision to carry out the reorganization is made by the founders of the company or the authorized body of this legal entity.
Instructions
Step 1
Organize and hold a general meeting of shareholders, draw up its minutes, in which you record the decision to carry out the reorganization in an LLC in the form of transformation. In the text of the decision itself, reflect the full name of the LLC being created, its legal address, the procedure and conditions for transformation. Outline the procedure for exchanging shares of members of an OJSC or CJSC for the shares of participants in the authorized capital of an LLC. If the new charter provides for the presence of an audit commission, list the composition of its members. If the presence of a collegial executive body is provided - a list of its members. Provide an indication of the person who will single-handedly perform these functions if the LLC is managed by one person. The text of the decision must contain instructions on the approval of the transfer act and the charter of the LLC with the attachment of these documents.
Step 2
Within three working days after the decision on reorganization is made, notify the tax inspectorate at the place of registration of the JSC in writing about the beginning of the reorganization procedure and attach the decision on its implementation to the application. Tax authorities must make an appropriate note in the Unified State Register of Legal Entities that the enterprise is in the process of reorganization. On the same day, notify the state registrar maintaining the register of the owners of the company's securities about the fact of submitting documents to the tax office.
Step 3
While this process is going on, you should publish a message about the reorganization in the relevant media once a month. Also, notify your creditors in writing, if any. Exchange the shares of the reorganized OJSC for the shares of the LLC participants in the order determined in the decision of the general meeting of the shareholders of the CJSC.
Step 4
Submit an application to the tax authority in accordance with the unified form R12001 "On state registration of a legal entity created through reorganization." Attach to it the new constituent documents, the decision of the meeting of shareholders on the reorganization, the transfer act, the receipt for payment of the state duty, a copy of the information letter to the territorial body of the Pension Fund of the Russian Federation.
Step 5
After receiving notification of the completion of the reorganization and receipt of an extract from the Unified State Register of Legal Entities, notify the registrar of the termination of the activities of the reorganized JSC. From that moment on, the reorganization process is considered complete, and the JSC ceased its activities.
