Large production volumes, diversification of, buildup of working capital and a complex control system - is the level of medium and large businesses. Here, the cooperative form of management can not provide the rapid pace of development. A logical decision in this situation - the transformation of production co-operative in a better legal form.
Aims and objectives of reorganization
The need to change the forms of organization of the production association occurs infrequently. When creating the PC is not the consolidation of the financial contributions in order to further generate revenue, and the union labor efforts to meet the needs of different nature.
The transformation is most often used for the purpose of harmonization of the legal forms of organizations prior to or after other forms of reorganization.
made to 2014 year changes in legislation greatly simplify the procedure. Now the instruction to transform the production cooperative does not include the elimination of one legal entity and the creation of another - there is only a change of organizational form. This allows modification of legal form, without stopping its activity.
Selecting the transformation method
Responsibility for the decision about the change of the legal form is at the general meeting of cooperative members. it defines, which of the forms permitted by law acquire a PC after reorganization. The decision is taken voluntarily and unanimously.
One of possible variants is the transformation of the production cooperative in an economic partnership. The choice is limited and full limited partnership. The need for pre-registration of all members of the cooperative (individuals) as individual entrepreneurs limiting the actual use of the method.
Another model involves the use as the final shape of converting one type of business entities - stock, Limited or additional liability. If you choose this option, you must carefully carry out all calculations, associated with the exchange of cooperators shares of stock or shares in the authorized capital of the society, in order to avoid violation of the rights of participants.
The inverse transformation Ltd. a production cooperative is rarely used. Choosing a new legal form for the PC can not forget about the requirements, which makes the law to the amount of capital, founders and other parameters. The minimum capital of:
- LTD - 10 thousand. rub.
- AO - 10 thousand. rub.
- FELL DOWN - 100 thousand. rub.
Number of founders:
- partnership - at least 2 friend;
- AO - no more 50 shareholders.
By law, the transformation is a kind of reorganization of the business entity. Thanks to the preservation of the subject of law in the process of changing the organizational form do not apply provisions on the protection of creditors' rights (st.60 RF GK).
It is also not required to notify the registrar of the beginning of the reorganization procedure. It is connected with an unbroken succession of rights and obligations of production cooperative in relation to others. The exception is the legal relationship with the founders, if in the course of the rights and obligations of the cooperative in relation to the conversion of them were changed.
Convert your PC can now be carried out without drawing up an act of transfer and dividing balance.
Another feature - it is impossible to carry out the transformation of the production cooperative in the company, if the number of shareholders exceeds 50. In this case, the statutory period required to change the name of a public joint-stock company.
Change the list of participants as possible before the procedure, change of legal form or after its completion. The transformation also implies the obligatory passage of all procedures, which are designed to ensure the normal operation of the reorganized company:
- the election of the executive and supervisory bodies;
- approval of the Charter;
- development and approval of regulations and provisions.
For AO obligatory registration of the shares and the final reports on their placement.
If we talk about consumer cooperative, it can not be converted into any of the business organizational forms. Since by definition a non-profit organization.
Procedure reorganization by converting
Step by step instructions to transform the production cooperative in the company or other company (partnership):
- Justification of the need to transform the PC and the choice of its final form.
- Discussion and approval of the meeting of co-operators about the passage of reorganization, sources of formation of the charter capital of new venture, the share exchange ratio for the shares of the algorithm, or other types of deposits, New bylaws and responsible for carrying out the registration procedure.
- Paperwork and submitting them for registration.
- Completion of reorganization (after making an appropriate entry in the Register).
The changes in the legal form in 2017 , the need to provide the following documents at the Federal Tax Service:
- application to hold the conversion of the production cooperative;
- charter formed as a result of reorganization of the company or partnership;
- decision on transformation in the form of co-operators of the minutes;
- fee payment confirmation;
- Help pension fund;
- application for a copy of the new statute.