How to submit reports on salary taxes in case of reorganization in the form of accession? Reorganization in the form of reorganization How to fill szv experience during reorganization

We have already written on several occasions that a new report in the SZV-STAGE form is submitted to the Pension Fund once at the end of the year. For the first time, such a report must be submitted in 2018. However, there are cases when this form must be submitted already this year: this is a dismissal and an employee's pension. At the same time, depending on the basis for drawing up the SZV-STAZH form, features of its filling are provided, which we will discuss in this article.

About submission of the SZV-STAZh form.

Taking into account the amendments made to clause 2 of this article, the policyholders annually no later than March 1 of the year following the reporting year (except for cases where other periods are provided for by the said law), submit an insured person for each working contracts of a civil nature, on remuneration for which, in accordance with the legislation of the Russian Federation on taxes and fees, insurance premiums) the following information:

• insurance number of an individual personal account;
• surname, name and patronymic;
• the date of hiring (for the insured person hired by this policyholder during the reporting period) or the date of the conclusion of a civil law contract, on the remuneration of which, in accordance with the legislation of the Russian Federation, insurance premiums are charged;
• the date of dismissal (for the insured person dismissed by this policyholder during the reporting period) or the date of termination of the civil contract, on the remuneration for which, according to the legislation of the Russian Federation, insurance premiums are charged;
• periods of activity included in the length of service in the relevant types of work, determined by special working conditions, work in the regions of the Far North and equivalent areas;
• other information necessary for the correct assignment of insurance and funded pension;
• the amount of pension contributions paid for the insured person who is a subject of the early non-state pension system;
• periods of labor activity included in the professional experience of the insured person - the subject of the system of early non-state pension provision;
• documents confirming the right of the insured person to early appointment of an old-age insurance pension.

As already mentioned, Federal Law No. 27-FZ establishes a number of cases for which special deadlines are provided for submitting reports to the Pension Fund of the Russian Federation (clause 3 of article 11).

According to paragraph 4 of Art. 11 of Federal Law No. 27-FZ, a copy of the information provided for in clauses 2 - 2.3 of this article (in particular, the SZV-STAGE form), is transferred by the policyholder to the insured person no later than five calendar days from the date of his application.

Note:

The fine for late submission of the SZV-STAZh form will be RUB 500. for each insured person, information about which must be reflected in the reports submitted with a delay (Article 17 of the Federal Law No. 27-FZ).

By general rule the SZV-STAGE form must be submitted to in electronic format, if the number of persons on whom the information is filled in is 25 or more people (clause 2 of article 8 of Federal Law No. 27-FZ). The rest of the policyholders have the right to report both on paper and in electronic form.

For non-compliance with the procedure for submitting reports in electronic form, a fine of 1,000 rubles is provided. (Article 17 of Federal Law No. 27-FZ).

On the procedure for filling out the SZV-STAGE form.

The SZV-STAGE form "Information on the insurance experience of insured persons" and the procedure for filling it out were approved by the Resolution of the PFR Board dated January 11, 2017 No. 3p (hereinafter referred to as the Procedure).

Note:

Employers provide information on the insurance experience of employees in the SZV-STAGE form, accompanying it with the EFA-1 form.

As a general rule, policyholders fill out incoming documents with ink, ballpoint pen in block letters or with the help of computer technology without blots or corrections. In this case, any colors can be used, except for red and green (clause 1.2 of the Procedure).

According to clause 1.3 of the Procedure, the form is filled out on the basis of the documents of the policyholder, including information about the period of work of the insured person, including corrective ones, on the basis of orders and other documents of the personnel records of the policyholder.

If it is necessary to reflect several periods of work for a specific insured person, each of the periods is indicated in a separate line. Columns "Surname", "First name", "Patronymic", "SNILS" are filled in once (clause 2.3.3 of the Procedure).

We draw your attention to the rules for reflecting information in section. 3 "Information on the periods of work of the insured persons" in certain situations:

• if an employee performs work during a full working day in a part-time working week, the period of work is reflected according to the working hours actually worked by him;
• if an employee performs work on a part-time basis, the amount of work (rate share) in this period is recorded.

According to the rules of clause 2.3.25 of the Procedure for insured persons working in territorial working conditions or in types of work that give the right to early appointment of an insurance old-age pension, the code of territorial working conditions or the code of special working conditions and conditions for early appointment of an insurance pension is not indicated if, when reflecting information in the form column, the following additional information is provided:

• parental leave (“CHILDREN”);
• vacation without retention wages, idle time due to the fault of the employee, unpaid periods of suspension from work (inadmissibility to work), unpaid leave of up to one year, provided to teachers, one additional day off per month without pay for women working in rural areas, unpaid participation time on strike and other unpaid periods (“NEOPL”);
• advanced training with a break from production ("QUALIF");
• fulfillment of state or public duties ("SOCIETY");
• days of donating blood and its components and days of rest provided in connection with this ("SDKROV");
• suspension from work (non-admission to work) through no fault of the employee ("OTTRAN");
• additional vacations for employees who combine work with training (UCHOTPUSK);
• leave to care for a child between the ages of one and a half to three years (“DLDETI”);
• additional leave to citizens exposed to radiation as a result of the disaster at the Chernobyl nuclear power plant (“ChNPP”);
• additional days off for persons caring for children with disabilities ("EXTRA").

The period of work of the insured person within the framework of a civil law contract is filled in with the reflection in column 11 of the code "CONTRACT", "NEOPLDOG" or "NEOPLAVT". If the payment under the agreement was made in the reporting period, the code "CONTRACT" is indicated. If there is no payment for work under the contract, the code "NEOPLDOG" or "NEOPLAVT" is put down (clause 2.3.5 of the Procedure). Codes are indicated in accordance with the Parameter Classifier (annex to the Procedure).

Filling in the information SZV-STAZH when registering an employee's pension.

The basis for filling out information on the length of service of an employee applying for a pension is his application.

Information about the insured person who submitted an application for the appointment of an insurance pension or insurance and funded pension, the insured submits within three calendar days from the day the insured person applies to him (clause 2, article 11 of the Federal Law No. 27-FZ).

In this situation, the SZV-STAGE form is filled out as follows.

Pay attention to the reflection of information in separate lines and columns of Sec. 3:

• when filling out the line with the last period in column 7, you must enter the estimated date of retirement. When applying for a pension before reaching retirement age, this is the date of birth of the employee; when applying after reaching retirement age, it is the date when the employee is going to submit documents to the Pension Fund of the Russian Federation (to be specified with the employee) (parts 1, 2, article 22 of Federal Law No. 400-FZ "On Insurance Pensions", clause 2.3.4 of the Procedure);
• column 11 is filled in for unworked periods (vacations, sick leaves, etc.), as well as for the period during which an employee employed in jobs with harmful working conditions was transferred to work with normal working conditions. It indicates the code from the Parameter Classifier, for example, "DLOTPUSK" - stay on paid leave, "VRNETRUD" - the period of temporary disability, "CHILDREN" - parental leave, "MONTH" - the transfer of an employee from a job that gives the right to early the appointment of an old-age labor pension, for another job that does not give the right to the specified pension, in the same organization for production needs for a period of not more than one month during a calendar year;
• columns 8 - 10, 12, 13 are filled in if the employee works under conditions that give the right to early retirement. They contain codes corresponding to such working conditions (clauses 2.3.6, 2.3.7, 2.3.10, 6.6.5 of the Order, Parameter Classifier).

An inventory is attached to the SZV-STAGE form according to the EFA-1 form, which is filled in as follows (clauses 1.7, 3.1, 3.3, 3.4, 3.6, 3.7 of the Procedure):

• zero ("0") shall be entered in the "Reporting period (code)" field;
• in the field "Year" the year for which the information is submitted is indicated;
• in the field with the information type "Initial" put "X";
• in the line "Form" Information on the insurance experience of the insured persons (SZV-STAZH) "the number of employees on whom the information is presented is reflected;
• sections 4 and 5 of the EFA-1 form are not completed.

Example 1:

Sergey Evgenievich Kireev, an employee of Matrix LLC, turns 60 on May 22, 2017. On 05/15/2017, he applied for the submission of individual information on him to the FIU. The employee does not have the right to an early retirement pension.

Fill out the SZV-STAGE form for assigning a pension. It should be borne in mind that:

Filling out the SZV-STAZH form upon dismissal.

Clause 4 of Art. 11 of the Federal Law No. 27-FZ stipulates that on the day of the dismissal of the insured person or the day of termination of the civil contract, for the remuneration for which, in accordance with the legislation on taxes and fees or Federal Law No. 167-FZ, insurance premiums are charged, the insured must transfer to him the information provided for in paragraph 2 - 2.3 of Art. 11 of Federal Law No. 27-FZ.

Upon dismissal of an employee, the SZV-STAGE form is filled out as follows.

Note:

If several employees leave on the same day, the SZV-STAGE form is issued to each of them only with his data.

Example 2:

We will fill out the SZV-STAZH form in connection with the dismissal of the employee, taking into account the fact that:

* * *

Employers must fill out information on the SZV-STAGE form when an employee applies with an application if he is applying for a pension, and without an application if the employee leaves. At the same time, the deadlines for issuing information must be observed: within three calendar days from the date of application of the insured person applying for a pension, and in case of dismissal - on the day of dismissal. The employer will not be able to issue the form before the day of dismissal, since in Sec. 3 "Information on the periods of work of the insured person" reflects the periods of work, including the day of dismissal. Depending on the reason for issuing the certificate, the type of information is indicated: "Initial" or "Pension assignment". When an employee is dismissed, Sec. 4 and 5, they provide information only for the appointment of a pension. Also, employers should remember that in accordance with paragraph 4 of Art. 11 of Federal Law No. 27-FZ, an employee has the right to apply for a copy of information in the SZV-STAGE form, and such a copy must be provided to him no later than five calendar days from the date of application.

Federal Law of December 15, 2001 No. 167-FZ "On compulsory pension insurance in Russian Federation».

Federal Law of 01.04.1996 No. 27-FZ "On individual (personified) accounting in the compulsory pension insurance system".

Federal Law No. 250-FZ dated 03.07.2016 “On Amending Certain Legislative Acts of the Russian Federation and Recognizing Certain Legislative Acts (Provisions of Legislative Acts) of the Russian Federation as invalid in connection with the adoption of the Federal Law“ On Amendments to Parts One and Two of the Tax of the Code of the Russian Federation in connection with the transfer of powers to the tax authorities to administer insurance contributions for compulsory pension, social and health insurance. "

N. I. Budakova, journal expert

Dismissal during the reorganization of an enterprise in the form of a takeover or merger is possible, however, in order for the procedure to be lawful, one must follow the requirements of the law.

Any business, in order to always be profitable, undergoes certain changes from time to time. For example, an entrepreneur may decide to change the organizational and legal form of his firm, to join another enterprise to increase the effect of the scale of production. In all these cases, we are talking about reorganization. Moreover, during the ongoing events, the question of dismissing employees may arise. Before terminating the contract, you should understand the possible types of reorganization. Depending on the nature of the change in the organizational form, the following are distinguished:

• In the form of accession... Assumes that the old organization ceases to exist, becoming part of another. Necessarily accompanied by an entry in Rosreestr on the termination of the enterprise.
• In the form of transformation... Does not imply the closure of the company. It simply changes its organizational and legal form. It turns out that the new enterprise is being formed on the basis of the old one.
• In the form of a merger... It consists in combining several enterprises, but at the same time none of them is preserved in the old quality - all old companies are closed, after which a completely new one opens.
• In the form of selection... The old company remains, but a certain part of it is separated into a separate legal entity. This often happens when the volume of production increases and the division of activities. For example, if several workshops worked at the plant, engaged in different business (steel smelting, wood production), one of the areas can be separated into an independent enterprise.

In all these cases, the need for dismissal may arise. But these actions are not always legal. We have to look for a compromise solution together with the employee.

Our lawyers know the answer to your question

or by phone:

The liquidation of the enterprise allows the employer to fire all of its employees, albeit with certain payments and timely notification. If the company is reorganized, then in accordance with the Labor Code, the employer is obliged to preserve the position and labor rights of his employee.

When an organization has decided to reorganize, it must certainly inform its employees about it. It is they who subsequently decide whether to continue working at the new-old enterprise or find a new place for themselves.

Article 75 of the Labor Code of the Russian Federation prohibits the heads of organizations against the will of employees to make single dismissals, arguing this with the need for reorganization.

If the need for dismissal exists, and the employee himself agrees to such an outcome, the employer must act in accordance with the following step-by-step instructions:

1. Notification of employees about the upcoming reorganization. This step will be required regardless of the form of reorganization. Moreover, all employees need to be notified about it. It is better to do this by giving them written notifications and asking them to sign the acquaintance. In the document itself, the employer must indicate in what form the reorganization takes place, whether its owners change, whether a new company appears. In addition, the document must contain information on the preservation of labor relations with the employee at the new place of work, as well as on his right to terminate the contract and resign under Article 77 of the Labor Code of the Russian Federation.
2. Acceptance of applications from employees who have decided to quit. In this case, it is incorrect to speak about dismissal at the request of the employer. The employee himself receives an offer to move to work in a new enterprise, that is, he has an alternative to dismissal. In this case, we can only talk about dismissal at the initiative of the employee himself.
3. Issuance of a dismissal order. It can be a collective or individual document, depending on the size of the company and the number of employees. Sometimes the dismissal order is not drawn up immediately. For example, an employee learned about the reorganization and does not want to move to a new company. Then he informs the management that he will quit before the reorganization, and the remaining period of time will work. It is noteworthy that an employee can withdraw his letter of resignation before the order is issued. He may also not work for 2 weeks, but leave work immediately after receiving a notification.
4. Making a record of dismissal in the work book. Afterwards, the employee is introduced to her and handed over the document.
5. Transfer of funds due. It is also produced on the day of dismissal. Moreover, the amount of payments may include various compensations provided for by local regulations. But on severance pay such an employee cannot apply, as well as for the payment of an average monthly allowance for the period of searching for a new job.

Additionally, the employee may require various documents. For example, a certificate in the form 2-NDFL or an extract from SZV-M. They are also issued on the day of dismissal at the request of the employee.

In the event of reorganization, ordinary employees have more rights than representatives of the management level. The first to be fired on the initiative of the employer cannot be. But with employees in management positions, the situation is much more complicated. Even the Labor Code provides for the possibility of dismissing a number of persons at the request of the new owner. This applies to people in the following positions:

• director;
• chief Accountant;
• deputy Director.

In this case, the consent of the employees themselves is not required, but a unanimous decision is required - it is on the basis of it that the subsequent dismissal will be made. If the owner or owners of the business have come to the conclusion that it is necessary to change the management (in whole or in part), they will have to act as follows:

1. notification of the management team about the upcoming reorganization (in the same form as for all other employees, except for the mention of the right to retain the position);
2. the new management makes a decision on the dismissal of the entire management team or its individual persons and reflects the results in writing;
3. notification of the employee about the upcoming dismissal on the basis of Article 81 of the Labor Code of the Russian Federation in the form of a written notification (the document must indicate the terms of dismissal);
4. an order of dismissal is issued with an indication of the terms and grounds, it is obligatory to acquaint with it under the signature of all participants in the process (it can be one order at once for all or separate for each);
5. records of dismissal are made in work books in accordance with clause 4 of part 1 of article 81 of the Labor Code of the Russian Federation, the date and number of the order with the decision are required;
6. no later than the day of dismissal, settlements are made with employees, they are paid all amounts due (except for salaries, vacations and payments provided for by an employment contract, the employer is also obliged to pay compensation in the amount of three monthly salaries to top managers, this need is enshrined in Article 181 of the RF T RF ).

There is a time frame during which new owners have the right to fire the management team due to the reorganization and put other people in their place. This can be done no later than 3 months after the end of the reorganization procedure. After that, it will not be possible to dismiss them under Article 81 - this will already be a violation of the law. Then the issue can be resolved by agreement of the parties or by dismissing the person for any misconduct or incompetence.

Possible difficulties

Sometimes the reorganization is accompanied by serious personnel changes. For example, a new enterprise may significantly reduce the number of workers, which will require a reduction in the current staff. In this case, the dismissal procedure must be carried out not as a result of reorganization, but because of the reduction in the enterprise.

Such dismissal requires not only payment of compensation and keeping for the employee average earnings while looking for a new job, but also promptly notify him. Moreover, there are categories of workers who cannot be fired even if they are laid off. There is also a list of those who have the preferential right to retain their positions in view of special circumstances. All this must be taken into account by the employer when deciding on dismissal.

What reports and in what time frame must be submitted to the PFR and tax authorities during reorganization in the form of affiliation of an organization (by the affiliated organization and the organization to which the organization is affiliated. Please specify your taxation system.

Answer

Answers expert

The following reports must be submitted to the Pension Fund:

SZV-M - the affiliated organization - only for dismissed employees. Deadline - no later than the day when the organization submitted documents to make an entry in the Unified State Register of Legal Entities on the termination of activities. For working employees for the month of reorganization, the report will be submitted by the main company (i.e. the company to which another organization was attached) in the general terms.

SZV-STAZH - within one month from the date when the transfer act was approved. The deadline is no later than the date when the documents for state registration of the reorganization were submitted to the IFTS. The main company submits the report in the general terms.

Accounting statements for the last reporting period (from January 1, 2018 to the date of reorganization) the affiliated organization submits to the IFTS within a period of no later than three months from the day that precedes the date of the entry into the Unified State Register of Legal Entities on the termination of the affiliated legal entity. The main company submits its financial statements in the general terms.

Calculation of insurance premiums for the merged company is handed over by the successor organization to the IFTS at the place of its registration. In such a situation, the Tax Code has not established a specific time frame for ERSV. Therefore, it is necessary to account for the legal predecessor no later than the 30th day of the month following his last billing period. The main company submits the calculation of insurance premiums in the general terms.
Other reports (6-NDFL, 2-NDFL, tax return) the affiliated company must submit to the IFTS before the date of reorganization. If she does not do this, then the parent company must submit reporting for her:

In relation to itself, the main company submits these reports at the same time.

How to draw up and submit the SZV-M form

Situation: how to hand over SZV-M during reorganization

The answer to this question depends on the form of the reorganization.

If you unite, transform, divide or separate, then hand over SZV-M for all employees for the reorganized organization. The deadline for delivery is within a month from the date when the transfer act (separation balance sheet) was approved, but no later than the day when the documents for registration were submitted to the IFTS. The last reporting period will be the month in which the reorganization was completed. For example, you submitted documents for reorganization on October 22. This means that the reorganized organization must submit the last report for October. Completion date - no later than October 22.

When you join, then submit a report for the reorganized company only for the dismissed employees (if such were in the month when the reorganization is being carried out). Deadline - no later than the day when the organization submitted documents to make an entry in the Unified State Register of Legal Entities on the termination of activities. For working employees for the month of reorganization, the report will be handed over by the company to which another legal entity was attached. This follows from Article 11 of the Law dated 01.04.1996 No. 27-FZ.

Example: how to submit a report to SZV-M during reorganization

LLC “A” joins LLC “B”. The documents were submitted to the Inspectorate of the Federal Tax Service on October 22 to enter information on the termination of activities in the Unified State Register of Legal Entities. In October, two employees resigned from LLC A. The accountant of LLC A, no later than October 22, must submit a report to SZV-M for two dismissed employees. For working employees of LLC "A" the report will be submitted by LLC "B" until November 15.

How to draw up and pass SZV-STAGE

Deadline

How long does it take to submit the SZV-STAGE form?

There are cases when the SZV-STAGE report is handed over during the reporting year:

From recommendation
Igor Sukharev, Head of Methodology Department accounting and financial statements Department of Accounting Regulation, Financial Reporting and Auditing of the Ministry of Finance of Russia

How to maintain accounting and prepare accounting records during reorganization in the form of accession

Final financial statements

The date of reorganization is the day when an entry was made in the Unified State Register of Legal Entities that the affiliated organization ceased its activities. On the day preceding this date, the affiliating company must complete the latest accounts. If several organizations join, then the last reporting is drawn up on the day preceding the date of the entry into the Unified State Register of Legal Entities on the termination of the activities of the last of the affiliated organizations (, Methodological instructions, approved,).

Reporting composition

The period from January 1 of the year in which the state registration of the last of the affiliated legal entities was carried out until the date of such state registration is the last reporting year for affiliated organizations. Therefore, the latest financial statements of these organizations are their annual accounts. In this regard, all provisions of the legislation for annual reporting apply to these statements.

The composition of the last reporting of the affiliated organization:
– ;
– ;
– ;
– ;
– .

The explanations describe:

1) the basis for the reorganization (decision of founders, decision of authorized state bodies, etc.);
2) information about the companies that participate in the reorganization;
3) the amount of expenses related to the reorganization;
4) other events related to the reorganization.

If the company's reporting is subject to statutory auditis also attached to it.

Submission deadline

The affiliated organization must submit the latest financial statements no later than three months from the day that precedes the date of the entry into the Unified State Register of Legal Entities on the termination of the affiliated legal entity. After the last accounting statements the affiliated organization must not submit any reports. After all, the last reporting period for it is the time from the beginning of the year to the date of reorganization. This conclusion follows from parts and article 16 of the Law of December 6, 2011 No. 402-FZ.

An example of how to prepare final financial statements

On April 30, 2017, at the general meeting of participants, a decision was made to merge Hermes LLC with Alpha LLC.

Until the completion date of the reorganization, the acquired company continued to operate and reflect current operations in the account.

The documents for registration of the reorganization were submitted to the IFTS on August 1. On that day, an inventory was taken at Hermes. According to its results, no discrepancies were revealed, respectively, no adjustments were made.

An entry in the Unified State Register of Legal Entities on the termination of the activities of Hermes LLC was entered into the Unified State Register of Legal Entities on August 3, 2017 As of August 2, 2017, Hermes prepares its final financial statements. All data is confirmed by the results of the inventory.

Final balance data:

For the period from January 1 to August 2, 2017, Hermes sold goods in the amount of RUB 7,080,000. (including VAT - 1,080,000 rubles).
The amount of expenses incurred by Hermes was:
- 3 400 000 rubles. - cost of sales;
- 160,000 rubles. - business expenses;
- 1,501,000 rubles. - administrative expenses;
- 54,000 rubles. - expenses related to reorganization.

Net profit based on the results of operations amounted to 708,800 rubles.

January 1 remainder money on the account amounted to 1,030,000 rubles. For the period from January 1 to August 10, 2017, the total amount of cash receipts amounted to RUB 10,560,000. The total amount of payments was 7,504,000 rubles, including:
- to pay for goods to suppliers - 4,630,000 rubles;
- for salary payments - 1,374,000 rubles;
- for the payment of taxes and contributions - 1,500,000 rubles.

Balance graphs (reports on financial results, cash flow, capital change) for previous years the accountant filled in on the basis of the statements for 2016.

The latest financial statements were presented to the IFTS on August 14, 2017 as follows:
– ;
– ;
– ;
– ;
– .

How and when to submit a certificate on the 2-NDFL form

When to submit a 2-NDFL certificate

As a general rule, organizations and individual entrepreneurs must submit certificates to the tax office no later than April 1 of the year following the reporting year. If an organization is liquidated or reorganized in the middle of the year, then such a certificate must be submitted for the period from the beginning of the tax period to the date of liquidation or reorganization (,). If the reorganized organization does not submit a certificate, the assignee at the place of his registration () reports for it.

How to draw up and submit a calculation in the 6-NDFL form

How to fill in the calculation for reorganization and liquidation

In case of reorganization or liquidation, the calculation in the 6-NDFL form must be submitted for the period from the beginning of the year to the day of the reorganization (liquidation).

On title page in the line "Submission period (code)" put one of the codes:

 51 - calculation for the I quarter,

 52 - calculation for half a year,

 53 - calculation for nine months,

 90 - calculation for the year.

If the reorganized organization has not submitted a calculation in the form of 6-NDFL, then the legal successor is obliged to do this for it. This obligation is enshrined in Article 230 of the Tax Code.

Alexandra Vodovozova, Deputy Head of the Department of Taxation of Legal Entities of the Federal Tax Service of Russia

Who is required to submit tax reporting to the inspection

Reorganization

How to submit tax reports in case of reorganization

The date of reorganization is the day of entering into the Unified State Register of Legal Entities information on the termination of the activity of the old (reorganized) or on the creation new organization (organizations) ().

After entering the information into the Unified State Register of Legal Entities, depending on the form of reorganization, the obligation to submit tax returns either remains with the reorganized organization, or passes to the newly created organizations (successors).

Successors must submit tax reports for the reorganized organizations upon reorganization in the form of:

If the reorganization takes place in the form, the reorganized organization must submit tax reports.

Important: from January 1, 2018 in Tax Code The RF directly stipulates the obligation of successors to submit personal income tax reporting for reorganized organizations (). That is, if, prior to the reorganization, the company did not submit certificates and calculations to the tax office, the legal successor must submit them.

Place of submission of declarations and settlements for the last taxable period the reorganized organization depends on who submits the reporting: the reorganized organization (before the date of the reorganization) or its successors (after the date of the reorganization). Before the date of reorganization, reporting is filed at the place of registration of the reorganized organization, after - at the place of registration of the legal successor. Moreover, if the legal successor is the largest taxpayer, he must submit reports to the inspection at the place of registration as the largest taxpayer (letters,). For more information on the procedure for filing and filing declarations during reorganization, see.

Situation: in what time frame do you need to submit tax returns for the last tax period of the reorganized organization

The deadline for submitting reports for the last tax period depends on:

 on the type of tax for which reporting is submitted;

 from the date of reorganization.

If the tax period for tax consists of several reporting periods (for example, for income tax, property tax, transport or land tax), then the end of the reporting period, in which the reorganization took place, for the reorganized organization will also be the end of the tax period. Based on the results of this period, you need to submit a declaration. For example, a profit tax declaration for the last reporting period is submitted no later than 28 calendar days from the date of its end (). You do not need to submit a calculation of advance payments for this reporting period. This conclusion follows from Article 50 and Article 55 of the Tax Code, letters of the Ministry of Finance and etc.

An example of determining the filing date of the income tax return for the last tax period. The reorganization took place in one of the reporting periods for income tax

The Alpha organization was reorganized (entry was made in the Unified State Register of Legal Entities) on March 1, 2018. The reorganization was carried out in the form of a takeover.

The last tax period for income tax for Alpha is the period from 1 January to 1 March 2018. Until the moment of the reorganization, the income tax declaration for the period preceding the reorganization was not submitted. Therefore, reporting on income tax for the last tax period of the reorganized organization (from January 1 to March 1, 2018) must be the legal successor - the organization to which Alfa joined. This must be done no later than the deadline for filing the declaration for the first quarter of 2018 (i.e. no later than April 30, 2018).

An example of determining the filing date of the income tax return for the last tax period. The reorganization took place after the end of the third reporting period (nine months)

Organization "Alpha" was reorganized (entered into the Unified State Register of Legal Entities) on November 10, 2017. The reorganization was carried out in the form of a takeover.

The reporting period for income tax of the reorganized organization is a quarter.

The last tax period for income tax for Alpha is from 1 January to 9 November 2017. The organization did not submit a declaration for the last tax period. Therefore, reporting on income tax for the last tax period of the reorganized organization (from January 1 to November 9, 2017) must be the legal successor - the organization to which Alfa joined. This must be done no later than the deadline for filing a profit tax return based on the results of the tax period (year) (i.e. no later than March 28, 2018).

Articles 50 of the Tax Code.

From reference information

Procedure for registration and submission tax returns for the last tax period during the reorganization of organizations

The enterprise was reorganized in the form of transformation from a municipal to LLC. How to keep accounting correctly. The reorganization took place on 04/04/2017, before the date of the reorganization, all documents must be in the municipal? And how is it right for boo. accounting to transfer data to the LLC, if the reporting is submitted for the 1st quarter, do you need to roll up the balance as of 03.04.2017 or not?

Answer

Yes, documents before the date of reorganization must be exhibited at the municipal office.

The complete procedure for accounting and reporting is given in the recommendation below.

The rationale for this position is given below in the materials of the "Glavbukh Systems" .

The transformation of a legal entity is a change in its organizational and legal form. It happens, for example, when a limited liability company becomes a joint stock company. Or, on the contrary, a joint stock company turns into an LLC.

The transformation does not change the number of functioning legal entities. The rights and obligations of the reorganized legal entity in relation to debtors and creditors remain unchanged. This is stated in paragraph 5 of Article 58 of the Civil Code of the Russian Federation.

The main stages of transformation

Reorganization in the form of transformation consists of five steps.

1. Make a decision on reorganization in the form of transformation

The basis for starting the reorganization procedure is the decision of the founders. The decision on reorganization in the form of transformation is taken by the general meeting of participants (shareholders) of the company and recorded in the minutes. In a society with a single participant, the decision is made solely by this participant (paragraph 1 of article 48 of the Law of December 26, 1995 No. 208-FZ, paragraph 2 of article 56, article 39 of the Law of February 8, 1998 No. 14-FZ).

The decision of the founders determines:
- value authorized capital assignee;
- the procedure for the formation of the authorized capital;
- timing of the inventory.

This is stated in paragraph 3 of the Methodological Instructions approved by order of the Ministry of Finance of Russia dated May 20, 2003 No. 44n.

2. Notify the tax office of the beginning of the reorganization

After the decision on reorganization has been made, a notification is submitted to the tax office according to the order approved by the order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6 / 25. The term is three working days after the decision on reorganization was made. A conversion decision is attached to the notification. The Inspectorate, within three working days from the date of receipt of the notification, makes a record in the Unified State Register of Legal Entities that the company is in the process of reorganization (clause 1 of article 13.1 of the Law of August 8, 2001 No. 129-FZ).

Creditors are not notified during reorganization in the form of transformation (paragraph 2, clause 5, article 58 of the Civil Code of the Russian Federation).

3. Submitting information on employees to the FIU and the tax office

The reorganized company must submit to the branch of the Pension Fund of the Russian Federation information on forms SZV-M and SZV-STAZH for each employee. Also, the IFTS at the place of registration of the reorganized company submit a calculation of insurance premiums. All this information must be submitted on the same day when documents are submitted to the tax office for registration of the reorganization. These are the requirements of paragraph 2 of Article 6, paragraph 2 of Article 9, paragraphs 2-3 of Article 11 of the Law of April 1, 1996 No. 27-FZ.

4. Register the issue of shares that are placed as a result of the transformation (in the case of transformation of the LLC into a joint stock company)

The shares of a joint stock company, which is created in the process of transforming an LLC, are placed on the basis of a decision on such reorganization. Documents for state registration of the issue of shares must be submitted to the Bank of Russia before the issuer itself is registered - the company that is created as a result of the transformation (clause 1 of article 27.5-5, clause 47.1, paragraph 2 of clause 2 of article 27.5 -5 of the Law of April 22, 1996 No. 39-FZ, clause 47.1, paragraph 2, clause 49.5 of the Regulation of the Bank of Russia dated 11 August 2014 No. 428-P).

To register the issue of shares, you need to draw up and approve the decision on their issue. the decision is given in Appendix 15 to the Regulation of the Bank of Russia dated August 11, 2014 No. 428-P (clause 1 of article 19 of the Law of April 22, 1996 No. 39-FZ, clause 1.1, clause 48.3 of the Bank of Russia Regulation dated August 11, 2014 No. 428 -P).

5. Submit documents for registration to the IFTS

To register a company that was created as a result of the transformation, the following documents must be submitted:

1. Application for state registration of the newly created company.
2. Constituent documents of the created company in duplicate.
3. A receipt for payment of the state duty in the amount of 4000 rubles. (Subclause 1, Clause 1, Article 333.33 of the Tax Code of the Russian Federation)
4. A document confirming that they have submitted information about the insured persons.
5. A document that confirms the introduction of changes in the decision on the issue of bonds or other issue valuable papers (except for shares) in terms of replacing the issuer (if the LLC is the issuer of such securities and the law allows reorganization). Such a document can be a copy with a mark on their registration (approval by the exchange) and an indication that such changes come into force from the date of completion of the reorganization of the bond issuer. This copy of the LLC must be certified either independently or by a notary.
6. Confirmation that the state registration number or identification number has been assigned to the issue of shares (in case of transformation of LLC into JSC). It can be a copy with a mark on its registration, by the state registration number issue of shares and an indication that the decision on state registration of the issue comes into force from the date of state registration of the joint stock company to be created.

The reorganization of an LLC in the form of transformation is considered complete from the moment of state registration of the created legal entity. From the same moment, the reorganized company ceases to operate (clause 1 of article 16 of the Law of August 8, 2001 No. 129-FZ).

Accounting with a predecessor

The reorganized company ceases to exist on the day preceding the date of registration of the new company.

Prior to the completion of the reorganization, the predecessor company must conduct an inventory and determine the composition of the property and obligations that will be transferred to the legal successor.

Let's consider this order in more detail.

Inventory

Before determining the list of assets and liabilities that will be transferred to the established company, you need to take an inventory. The timing of the inventory is determined by the founders in the decision on reorganization (clause 27 of the Regulations on accounting and reporting, approved by order of the Ministry of Finance of Russia dated July 29, 1998 No. 34n, clause 3 of the Methodological Instructions approved by order of the Ministry of Finance of Russia dated 20 May 2003 No. 44n).

The inventory must be continuous. That is, you need to check all property, all receivables and payables.

When reorganizing in the form of transformation, they do not transfer property from one organization to another, since all rights and obligations are transferred in the order of legal succession. Therefore, the deed of transfer does not constitute (clause 5 of article 58 of the Civil Code of the Russian Federation, sub. "A" clause 13 of article 1 of the Law of May 5, 2014 No. 99-FZ)

In case of reorganization in the form of transformation, there is no reason to change the valuation of assets and liabilities in accounting. The value of the property is reflected in the inventory records in the estimate that was formed in accounting at the time of the inventory.

In the course of the inventory, documents of title are checked, for example, documents that confirm the ownership of individual real estate objects and the right to use intangible assets.

Before taking inventory of receivables and accounts payable reconcile settlements with counterparties, as well as with the Federal Tax Service Inspectorate and funds. And according to its results they are.

If you find discrepancies between the inventory data and accounting data, based on the results of the inventory, the necessary adjustments are made to the accounting according to the rules of PBU 22/2010.

Financial statements

In case of reorganization in the form of transformation, the organization does not cease operations and a new company does not arise. Therefore, the transformed entity should not form final and introductory financial statements as of the date of transformation (annex to the letter of the Ministry of Finance of Russia dated December 28, 2016 No. 07-04-09 / 78875, Recommendation of the Fund "National non-state accounting regulator" Accounting Methodological Center "" dated May 27, 2016 No. R -73 / 2016-KpR).

At the same time, the founders can change the authorized capital in connection with the transformation, and also distribute the profits of the transformed company.

Accounting and reporting period

In the event of reorganization in the form of transformation, the company does not interrupt its accounting records. The accountant reflects in the accounting in the usual manner transactions that were both before and after the transformation, including the facts of economic life in connection with the transformation (for example, payment of state duties, issue of shares or bonds, etc.).

Reorganization in the form of a transformation does not affect the length of the reporting year or any interim reporting period for the accounting of the transformed legal entity. In reporting for the period in which the transformation took place, you need to include transactions for the periods before and after the transformation, including comparative data for the previous period.

The reporting period for the preparation of financial statements of the transformed organization is not interrupted. Fiscal year - the period from the beginning of the year when the transformation took place until December 31 of that year. In the financial statements for the specified reporting year, for each numerical indicator, comparative data for the previous reporting period are provided (annex to the letter of the Ministry of Finance of Russia dated December 28, 2016 No. 07-04-09 / 78875).

An example of how to prepare annual financial statements

On April 30, 2017, at the general meeting of participants, a decision was made to transform LLC Alpha into JSC Alpha.

The documents for registration of the newly created company "Alpha" submitted to the IFTS on August 6. On August 11, an entry was made in the Unified State Register of Legal Entities on the registration of Alfa JSC. By decision of the founders, an inventory of assets and liabilities is carried out on the day of filing documents for registration. That is, August 6th. After the inventory, the company did not record any transactions in the accounting.

The accountant prepared the annual statements as of December 31 of the year in which the new organization was registered.

Compilation data balance sheet :

Data for the statement of financial results:

In 2017, the Alpha company sold goods in the amount of RUB 7,080,000. (including VAT - 1,080,000 rubles). At the same time, in the period from January 1 to August 10, 2017, the goods were sold on behalf of Alpha LLC, and in the period from August 10 to December 31, 2017 - on behalf of Alpha JSC. In the statement of financial results of JSC "Alpha" the specified data are included in the total amount without dividing into those received before and after the reorganization.
The amount of expenses incurred by Alpha LLC and Alpha JSC was:
- 3 400 000 rubles. - cost of sales;
- 160,000 rubles. - business expenses;
- 1,501,000 rubles. - administrative expenses;
- 54,000 rubles. - expenses related to reorganization.

Net profit based on the results of operations amounted to 708,000 rubles.

Data for the cash flow statement:

The balance of funds as of January 1, 2017 is 1,030,000 rubles. For the period from January 1 to December 31, 2017, the total amount of cash receipts amounted to 9,530,000 rubles. The total amount of payments amounted to 6,474,000 rubles, including:
- to pay for goods to suppliers - 3,600,000 rubles;
- for salary payments - 1,374,000 rubles;
- for the payment of taxes and contributions - 1,500,000 rubles.

The accountant filled in the columns of the balance sheet of JSC Alpha (statements on financial results, cash flows, changes in capital) for previous years on the basis of the statements of LLC Alpha for 2016.

Balance sheet;
- report on financial results;
- cash flow statement;
- statement of changes in equity;
- explanations to the balance sheet.

Accounting records

When reorganizing in the form of a transformation in accounting, additional entries are made only if:

• by decision of the founders, the amount of the authorized capital of the successor organization differs from the amount of the authorized capital of the predecessor organization;
• by decision of the owners, part of the property of the predecessor organization is withdrawn and these values \u200b\u200bare not transferred to the successor organization. For example, they make cash payments to the owners as a distribution of the profits of the predecessor organization;
• as a result of the inventory, discrepancies between the actual data and the accounting data were revealed and it is necessary to make adjustments to the accounting;
• began to apply a new chart of accounts in connection with a change in the organizational and legal form. For example, this is relevant in the case of corporatization of budget enterprises;
• change accounting policy because of the transformation. For example, the possibility of using simplified accounting methods arises or ceases;
• in connection with the reorganization, new facts of economic life occur. For example, they pay a state fee.

Often, entries are made due to the fact that the amount of the authorized capital is changed. If in the decision of the founders on the transformation there are no special provisions for the distribution or formation of separate items of capital, then the difference between the amount of the authorized capital of the predecessor organization and this amount for the successor organization is regulated by retained earnings (uncovered loss).

These conclusions follow from clause 44 of the Methodological Instructions approved by order of the Ministry of Finance of Russia dated May 20, 2003 No. 44n.

According to the decision of the founders, the amount of the authorized capital of the assignee (JSC Alpha) after the reorganization will be 800,000 rubles. That is, the authorized capital of the newly created company exceeds the authorized capital of the predecessor by 100,000 rubles.

As of the date of the entry into the Unified State Register of Legal Entities on the registration of Alfa JSC, the accountant reflected the change in the authorized capital for accounts 80 and 84:

Debit 84
- 100,000 rubles;

Credit 80
- 100,000 rubles.

An example of how to reflect an increase in the authorized capital as a result of reorganization

LLC "Alpha" is formed as a result of the transformation of JSC "Alpha". The authorized capital of LLC Alpha is 700,000 rubles.

Due to the fact that LLC Alpha has an uncovered loss by the decision of the founders, the amount of the authorized capital of the assignee (JSC Alpha) after the reorganization will be 500,000 rubles. In comparison with the size of the authorized capital of the predecessor, the authorized capital of the assignee will decrease by 200,000 rubles.

Indicators of the balance sheet of JSC "Alpha" will change in comparison with the balance sheet data of LLC "Alpha" as follows.

As of the date of the entry into the Unified State Register of Legal Entities on the registration of Alfa JSC, the accountant reflected the change in the authorized capital for accounts 80 and 84:

Debit 80
- 200,000 rubles;

Credit 84
- 200,000 rubles.

Depreciation of fixed assets at the assignee

Despite the reorganization in the form of a transformation, depreciation on fixed assets and intangible assets do not stop, do not suspend or change its value. Depreciation deductions done on the basis of the term useful use, which was established by the predecessor (clause 45 of the Methodological Instructions approved by the order of the Ministry of Finance of Russia dated May 20, 2003 No. 44n).

Igor Sukharev, Head of the Department of Accounting Methodology and Financial Reporting of the Department of Accounting Regulation, Financial Reporting and Auditing Activities of the Ministry of Finance of Russia

Upon reorganization, the employment contract with the employee is not terminated. That is, the employee both worked in the organization and continues to work in it. All guarantees established by labor law are valid for him. Therefore, a school that has been joined by another institution as a result of the reorganization must pay salaries to the employees of the affiliated institution, in the same manner as for its employees.

SZV-M must be handed over by the affiliated institution before the date of reorganization. The assignee for the reorganized company submits a report only for the dismissed employees (if such were in the month when the reorganization is carried out). Deadline - no later than the day when the organization submitted documents to make an entry in the Unified State Register of Legal Entities on the termination of activities.

Calculation of insurance premiums and 4-FSS for the affiliated organization can be handed over by the assignee.

Justification
How to determine the settlement period for calculating vacation pay during reorganization

There may have been a reorganization. In the calculation period for calculating vacation pay, include both the time that the employee worked before the reorganization and what after.

Due to the fact that the company has been reorganized, the employment contract with the employee is not terminated. That is, the employee both worked in the organization and continues to work in it. All guarantees established by labor law are valid for him. Including on vacation. This follows directly from Article 75 Labor Code RF.

Therefore, the billing period is not interrupted: it must be determined in a general manner, taking into account both the time before the reorganization and the time after it.

What is the liability for delayed payment of wages

Terms of salary payment

The organization must pay salaries in deadlines (Article 22 of the Labor Code of the Russian Federation).

Payment terms must be fixed in one of the internal documents:

 in a collective or labor agreement;

 in the Labor Regulations.

Frequency of salary payments1

What are the deadlines for paying salaries

All employers are required to pay wages at least every half month. From October 3, 2016, the salary must be paid no later than the 15th day after the end of the period for which it was charged. That is, the deadline for the advance is the 30th this month, and for salaries - the 15th day of the next month (part 6 of article 136 of the Labor Code of the Russian Federation). If earlier salaries were issued later, change the payment terms. To do this, conclude an additional agreement to the employment contract with the employee. You can also issue a notice of changes in wage conditions.

In the current legislation, there is no concept of “half a month”. The norm from part 6 of article 136 of the Labor Code of the Russian Federation means that wages must be paid at least twice a month. Define specific terms in the Labor Regulations, collective or labor agreement.

The first half of the month is always the period from the 1st to the 15th day of the current calendar month. Second half of the month - the period from 16 to the last day of the calendar month. The main thing is to set specific deadlines for the payment of wages. For example, according to the Labor Regulations, salaries are issued on the 5th and 20th. Then fulfill the requirement of part 6 of article 136 of the Labor Code of the Russian Federation (letters of the Ministry of Labor of Russia dated April 18, 2017 No. 11-4 / OOG-718, dated September 23, 2016 No. 14-1 / OOG-8532).

If the set day of payment coincided with a weekend or a non-working holiday, issue a salary the day before (part 8 of article 136 of the Labor Code of the Russian Federation). This rule also applies when an employee is on vacation. When doing this, consider the following. If you issue a salary through the cashier, then, most likely, the employee will not come for it. Then deposit the unclaimed amount on the last day of salary payment. After all, the term for depositing cannot exceed five business days (including the day of receipt of cash from a bank account). This is provided for by clause 6.5 of the instruction of the Bank of Russia dated March 11, 2014 No. 3210-U.

How to draw up and submit a report on the SZV-M form

Situation: how to hand over SZV-M during reorganization

The answer to this question depends on the form of the reorganization.

If you unite, transform, divide or separate, then hand over SZV-M for all employees for the reorganized organization. The deadline for delivery is within a month from the date when the transfer act (separation balance sheet) was approved, but no later than the day when the documents for registration were submitted to the IFTS. The last reporting period will be the month in which the reorganization was completed. For example, you submitted documents for reorganization on October 22. This means that the reorganized organization must submit the last report for October. Completion date - no later than October 22.

When you join, then submit a report for the reorganized company only for the dismissed employees (if such were in the month when the reorganization is being carried out). Deadline - no later than the day when the organization submitted documents to make an entry in the Unified State Register of Legal Entities on the termination of activities. For working employees for the month of reorganization, the report will be handed over by the company to which another legal entity was attached. This follows from paragraph 3 of Article 11 of the Law dated 01.04.1996 No. 27-FZ.

When and how to submit a report on the SZV-STAZh form

The report on the insurance experience is handed over once a year - no later than March 1 after the reporting year. The SZV-STAZh form was approved by the Resolution of the Board of the Pension Fund of the Russian Federation of January 11, 2017 No. 3p. In this form, show the periods of work of all employees with whom you have concluded:

 labor contracts;

 contracts of a civil nature for the performance of work and the provision of services;

Collect the SZV-STAGE forms for each employee in a bundle and make an inventory according to the EFA-1 form.

Be careful: if an employee retires, the SZV-STAGE form must be submitted to the FIU within three calendar days from the date the person contacted the employer. Remember also that all employees must be given copies of SZV-STAGE upon dismissal. If these requirements are violated, the organization faces a fine of 30,000 to 50,000 rubles. (Clauses 2 and 4 of Art. 11 of the Law of April 1, 1996 No. 27-FZ, Part 1 of Art. 5.27 of the Administrative Code of the Russian Federation).

In case of liquidation or reorganization, SZV-STAZH will also have to be issued before the end of the calendar year. These are the requirements of paragraph 3 of Article 11 of the Law of April 1, 1996 No. 27-FZ.