step-by-step instruction

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.

conversion features

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.

The effectiveness of the commercial structure and its ability to be responsible to the creditors determined by the size of its capital. The increase in the authorized capital of JSC - one of the ways to raise the prestige of the company and operational involvement of money in big projects.

Ability to change the authorized capital

authorized fund formed once is not constant. Increase and decrease of the authorized capital of JSC is regulated by law and serves as a financial tool to ensure stability in the market. These management decisions are made by a meeting of owners. The proposal introduces the collective executive body. The procedure to increase the authorized capital of JSC is regulated by law and the charter of the enterprise.

increase the size of the goals of the Criminal Code

The main objective of any business - profit. This is achieved by embedding and / or combining assets. The goal of increasing the authorized capital of JSC:

ensuring loyalty credit institutions and debt repayment guarantees;
increase in volume of working capital production growth conditions;
the need for active capital deployment of production capacity and entering new markets;
compliance with the requirements of the Criminal Code size when obtaining certain licenses.

Also effectively raise capital at escalating volume of bond issues.

Sources of increase in share capital

If you use the option to increase the nominal value of shares, the volume capacity of the Criminal Code is due to the company's property. available sources:

capitalization announced, but not issued dividends;
income from the sale of securities in excess of par value;
not allocated special funds means;
not distributed profits of other periods;
income, accrued as a result of the revaluation of PF.

Another way to update the Criminal Code - to do so at the expense of additional capital. Sources of its formation:

income from the revaluation of the OS;
seigniorage;
receipt of a similar nature on the company's account.

The decision to change the magnitude of the Criminal Code

The decision to increase the authorized capital of JSC is the prerogative of owners meeting. Charter may delegate this duty to the Board of Directors. The resolution of the general meeting is required, if the increase volume CC passes through conversion. After counting the votes, the decision taken by the majority.

Changing the volume of the Criminal Code may be the prerogative of the supervisory board and co-owner meetings in the event, if it is carried out by placing additional shares. Council powers have to be confirmed by the charter.

Ways to increase the size of the authorized fund

Legal restrictions make it possible to carry out the procedure by increasing the value of shares. Second embodiment - an increase in their number. Step by step instructions to increase the authorized capital of JSC in 2017 year:

the owners take a resolution on increasing the volume of the Criminal Code (meeting minutes);
executive body approves release (given 6 months);
issue state registration (assigned 3 of the month)
the company places shares for implementation;
the final report shall be registered with Sales;
adjustments in the Charter, reflecting the increase in the authorized capital of JSC, relies register.

Obstacles to increase the Criminal Code

In order to protect the rights of creditors, owners and prevent abuse, increase in the authorized capital of JSC is not carried out:

if there is to pay the debt of the Criminal Code;
when non-compliance with the requirements for the company's volume of assets in relation to its capital;
in case of detection or early signs of loss of bankruptcy procedure;
if not brought to an end the previous issue;
if the CC replenishment amount exceeds the amount of assets, reduced by the amount of capital.

Placement of securities

The increase in the authorized capital of JSC is happening in several ways.

Public subscription for common shares held, if their number exceeds 25% previously sold.

Closed - does not require any special conditions. Both options are useful in carrying out the release of the number of shares declared in the statute.

The final decision is made by the owners, by a vote at the general meeting. with voting rights owners (no less 75%) We should support this resolution.

When choosing other options method of decision making is determined by the articles of association. These include:

Carrying offerings to cover the costs of the company's assets. The distribution is made in proportion to the.
Sale of common shares under the terms of public offering. In relation to the previously sold securities companies must comply with the ratio of one to four (no more).
Selling through an open subscription of shares privilege Type.

After registration of the CBR company may start offering.

Registration of issue and placement

Since the adoption of the resolution to increase the Criminal Code begins three months, allocated by law for registration of issuance and its registration. After that, their sale begins. Placement of securities is completing the final report. After the sale of the shares has one month to register it.

Register to increase the authorized capital of JSC Adjustments to the company's charter. Reason - the official summary report of sales and executive body of JSC decision. The list of documents and a sample form filling R13001 can be found on specialized sites.

The effects of increasing the Criminal Code

To properly display the increase in authorized capital stock in the balance accounting postings must comply with the chosen method for the operation - reduction of the nominal value or an increase in the number of securities.

With regard to the taxation of the Criminal Code to increase the size of the operations of the tax office expressed its opinion in a letter 03-04-06/4-281 from 17.09.2012 of the year. Personal income tax paid by shareholders with a difference denominations shares before and after conversion. The tax is payable, if the completion of the Criminal Code was due to retained earnings of previous periods.