Reorganization: transfer of fixed assets. Revaluation of fixed assets after reorganization Accounting for fixed assets during reorganization

Accounting for fixed assets during reorganization is carried out in accordance with legal requirements. During reorganization, regardless of its form, fixed assets can be transferred from one organization to another through the procedure of legal succession. But this happens either according to a transfer deed or according to a separation balance sheet (this is directly related to the form of reorganization). However, the question arises: at what cost should the receiving party take fixed assets into account?

...in accounting

By decision of the owners of the organization, the transferred fixed assets can be assessed:
- at residual value;
- at the current market value.

Moreover, it is stipulated that the value of the property reflected in the separation balance sheet (transfer deed) must coincide with the data given in the appendices (inventories, transcripts) to these documents in the corresponding valuation. This means that if the owners decide to apply the market value of fixed assets, then the same amount must be reflected in the appendices to the documents.

Next, consider the following question: is it necessary to involve an independent appraiser in the case of an assessment at market value? In general, the law does not require this. But if an organization wants to avoid possible conflicts and litigation in the future in connection with distortions made in the valuation of property, then it is advisable to involve an independent appraiser. It is better if his candidacy is approved by the meeting of shareholders or founders, which decided to carry out the reorganization.

We also note that the transfer of property during reorganization is not considered as a sale of property or as its gratuitous transfer. Such transfer is not reflected in accounting records, as is expressly stated in paragraph 11 of the Methodological Instructions.

...for tax accounting purposes

Unlike accounting, there is no right of choice to evaluate transferred fixed assets. You need to use the residual value of fixed assets according to the data and tax accounting documents of the transferring party (clause 2.1 of Article 252 of the Tax Code of the Russian Federation).

And one more important point. Since such a transfer of property is not recognized as a sale or gratuitous transfer, there is no reason to charge VAT.

And if the residual value of the asset is less than 20,000 rubles

Accounting for fixed assets during reorganization, if its value is less than 20,000 rubles, is carried out in a special manner. In this case, the assets according to the cost criterion no longer meet the characteristics of depreciable property. Can such property be included in expenses at a time, without depreciation?

According to the author, the cost of the asset in this case can be written off at a time. Indeed, according to the norms of the Tax Code of the Russian Federation, tax accounting data of the predecessor from whom the enterprise receives assets are used to determine the initial cost of the received property and its useful life. In the future, issues of calculating depreciation are resolved in accordance with the accounting policies of the successor and the general rules provided for by tax legislation. Therefore, if at the time of receipt of a fixed asset its residual value is less than the limit, then for the legal successor this property is no longer considered a fixed asset.

Unfortunately, there are no examples from arbitration practice in cases of this kind. But there is a similar situation with attributing to expenses the cost of property received as a contribution to the authorized capital. We present this case, since the approach to forming the value of property in this situation is similar to the situation with reorganization. Thus, when receiving a fixed asset in the form of a contribution to the authorized capital, the organization determines its price also based on the residual value formed in the tax accounting of the transferring party.

The court decided that objects received in the form of a contribution costing less than the limit are not depreciable property and the costs of their acquisition are included in material costs (see resolution of the Federal Antimonopoly Service of the North-Western District dated February 11, 2005 No. A56-19574/04) .

How to calculate depreciation

In accounting depreciation is calculated for the legal successor from the 1st day of the month following the month in which the state registration of the organization was carried out. Moreover, the useful life of the object and the method of calculating depreciation are applied, which will be determined by the successor himself. That is, the method of calculating depreciation used by the predecessor is not taken into account. This is stated in paragraph 14 of the Guidelines.

In tax accounting the order is slightly different. Although you need to start calculating depreciation here in the same way as in accounting (subclause 2, clause 5, article 259 of the Tax Code of the Russian Federation).

Otherwise there are some peculiarities.

Firstly, as noted earlier, depreciation is calculated based on the residual value of the property according to the tax records of the predecessor.

Secondly, the successor has the right to determine the depreciation rate for this property taking into account the useful life reduced by the number of years (months) of operation of this property by the predecessor (clause 7 of Article 258 of the Tax Code of the Russian Federation). True, an organization can apply such a right only if it uses the straight-line method when calculating depreciation.

A different situation will arise if the period of actual use of the fixed asset by the previous owners turns out to be equal to the normatively established period of its useful use or exceeds this period. Let us recall that the useful life is determined in accordance with the Classification of fixed assets included in depreciation groups (approved by Decree of the Government of the Russian Federation of January 1, 2002 No. 1). In this case, the taxpayer has the right to independently determine the useful life of this fixed asset, taking into account safety requirements and other factors.

Features of the transfer of real estate objects

According to general requirements, real estate in tax accounting begins to be depreciated no earlier than its new owner submits documents for state registration of ownership (Clause 11, Article 258 of the Tax Code of the Russian Federation). Financiers give the same explanations (see letter of the Ministry of Finance of Russia dated November 15, 2005 No. 03-03-04/1/365).

Thus, so that tax authorities do not recognize depreciation as unreasonable, it is better for the successor enterprise to immediately begin collecting and submitting documents for state registration of rights to real estate acquired after the reorganization.

Otherwise, there is a high probability of problems arising during a tax audit.

Moreover, if, before submitting documents for state registration, the successor will repair the property received after the reorganization, tax authorities may either prohibit these expenses from being taken into account for tax purposes, or consider that they should be included in the initial cost of the property after submitting documents for registration.

There have already been similar precedents, as evidenced by the dispute considered by the FAS of the East Siberian District in resolution dated November 15, 2007 No. A58-1288/07-F02-8428/07. True, the court did not support the inspectors. The arbitrators noted that the buildings and structures transferred under the separation balance sheet were put into operation by the predecessor. After transfer to the legal successor, their operation was not suspended, and these facilities continued to be used by the company in carrying out its core activities.

After reorganization in the form of merger, the successor organization received OS from the affiliated organization.1. According to the transfer deed, the cost of fixed assets is reflected as the initial value (the cost of acquisition by the predecessor organization) on account 01, and the accumulated depreciation by the predecessor organization on account 02. Can the successor organization also reflect the transfer deed in its accounting or is it necessary to reflect only the residual value on the count 01?2. How can the successor organization reflect the received fixed assets fully depreciated?3. The predecessor organization did not calculate depreciation in tax accounting, only in accounting. Can the successor organization accept the amount of depreciation accrued in accounting for tax purposes? Those. the amount of accrued depreciation BU=NU

1. No, you can’t do that.
The amount of accrued depreciation is not transferred.
The rules for the formation of information in the financial statements about the implementation of the reorganization of an organization are established in the Methodological Instructions for the formation of financial statements during the implementation of the reorganization of organizations, approved by Order of the Ministry of Finance of Russia dated May 20, 2003 No. 44n.
Paragraph 7 of the Methodological Instructions states that the assessment of the property transferred (accepted) during the reorganization of the organization is carried out in accordance with the decision of the founders, defined in the decision (agreement) on the reorganization:
–- at residual value;
– either at the current market value;
– or at another cost (actual cost of inventories, initial cost of financial investments, etc.).

In this case, the value of the property reflected in the transfer deed or separation balance sheet must coincide with the data given in the appendices (inventories, transcripts) to the transfer deed or separation balance sheet in the corresponding valuation.

Thus, in the final accounting statements of the merging company, the residual value of the fixed assets item forms the indicators of line 1130 “Fixed assets” section. I Balance Sheet.

The indicators of this line of the final financial statements form similar indicators for the same line of the Balance Sheet in the accounting statements of the acquiring company, which is compiled as of the date of entry into the Unified State Register of Legal Entities (with the exception of indicators reflecting mutual settlements) (clause 23 of the Methodological Instructions).

The fixed asset received during the reorganization is accepted for accounting at the cost specified in the transfer act and the final accounting statements (paragraph 2, 3, paragraph 7 of the Methodological Instructions).

In this case, the residual (agreed by the founders) value of the received fixed asset should be reflected in accounting as the opening balance on account 01 “Fixed Assets”. The amount of depreciation is determined based on the useful life of the fixed asset and the method of calculating depreciation established by the acquiring company (clauses 17, 21 PBU 6/01, clause 14 of the Methodological Instructions).
2.Fully depreciated assets are reflected at zero value, unless a different value has been agreed upon by the owners.
3. No, it can’t.
According to paragraph 3 of Art. 251 of the Tax Code of the Russian Federation, a company to which another person joins does not recognize as income the value of property received by way of succession. An asset received during reorganization in the form of merger is taken into account by the successor for profit tax purposes as part of depreciable property at its residual value, determined according to the tax accounting data of the transferring party (clause 2.1 of Article 252, clause 9 of Article 258 of the Tax Code of the Russian Federation). Subsequently, the cost of the received fixed asset is repaid by calculating depreciation in the manner established by Art. 259 of the Tax Code of the Russian Federation. The amount of depreciation that was not accrued by the legal predecessor or successor is not taken into account in tax accounting.

Rationale

From Order of the Ministry of Finance of the Russian Federation dated May 20, 2003 No. 44n “On approval of the Guidelines for the preparation of financial statements during the reorganization of organizations”

7. The assessment of the property transferred (accepted) during the reorganization of the organization is carried out in accordance with the decision of the founders, determined in the decision (agreement) on the reorganization, - at the residual value, or at the current market value, or at another value (the actual cost of inventories, initial cost of financial investments, etc.).

When assessing the property transferred during the reorganization by decision (agreement) of the founders at the residual value (the actual cost of inventories, the initial cost of financial investments), the transferred property is reflected in the transfer act or separation balance sheet of the reorganized organization in the amount that is given according to the corresponding numerical indicators in the financial statements, which are the basis for the preparation of these documents.

In accordance with the decision (agreement) of the founders, the assessment of the property transferred during the reorganization at the current market value can be made by the reorganized organization when drawing up the transfer act or separation balance sheet.

11. The transfer of property and liabilities during reorganization under a transfer deed or separation balance sheet from one organization to another organization in the manner of universal succession is not considered for accounting purposes as a sale of property and liabilities or as their gratuitous transfer.

The transfer of property and obligations under a transfer deed or separation balance sheet by an organization transferring property and obligations by succession is not reflected in accounting records.

13. In the introductory accounting statements resulting from the reorganization of the organization at the beginning of the reporting period (date of state registration), data on property, liabilities and other numerical indicators are filled in on the basis of the transfer act or separation balance sheet approved in the prescribed manner, as well as data from the final accounting statements of the reorganized organizations , drawn up taking into account changes that have arisen in the composition and value of the transferred property and liabilities.

V. Features of the formation of indicators

accounting statements when implementing

reorganization in the form of merger

20. In case of reorganization in the form of merger, the final financial statements are prepared only by the merging organization on the day preceding the entry into the Register of the termination of its activities. In this case, the profit and loss account is closed and the amount of net profit of the joining organization is distributed (directed to certain purposes) on the basis of the agreement on the merger of the founders.

21. An organization in which, in the process of joining another organization (organizations) to it, on the basis of a decision of the founders, only the volume of property and liabilities changes and the current reporting year is not interrupted, the closure of the profit and loss account in the financial statements does not produce the final accounting reporting on the date of state registration of termination of the activities of the acquired organization in relation to the provisions of paragraph 9 of these Guidelines is not generated.

22. Before the date of entry into the Register of an entry on the termination of the activities of the merging organization during reorganization in the form of affiliation, all operations related to its current activities (sale of inventory, settlements with creditors, depreciation on transferred property, calculation of wages to employees, implementation of settlements of taxes and fees with the corresponding budgets and mandatory payments to state extra-budgetary funds, write-off of deferred expenses that are not subject to inclusion in the transfer act, for example, for the acquisition of a license to carry out activities, the rights to which are not subject to transfer by succession, and others expenses of a similar nature), as well as expenses in connection with the reorganization incurred during the period from the date of approval of the transfer act, are reflected in the accounting records of the acquiring organization.

All of the above expenses must be reflected in the final financial statements of the merging organization.

Advertisement taking into account the transactions reflected in its accounting, listed in paragraph 22 of these Guidelines, and the numerical indicators of the financial statements of the legal successor, compiled as of the date of state registration of the termination of the activities of the merging organization, with the exception of numerical indicators reflecting mutual settlements and listed in paragraph 13 of these Guidelines , and taking into account the features defined in paragraph 25 of these Guidelines.

In this case, the summation of the numerical indicators of the profit and loss statements of the successor and the merging organization for the reporting periods before the date of state registration of the termination of the activities of the merging organization is not carried out.

The numerical indicators of the profit and loss statement of the successor during reorganization in the form of merger from the date of state registration of the termination of the activities of the merging organization reflect the income and expenses of the organization reorganized in the form of merger.

In a similar manner, based on the data of the separation balance sheet, which is also a transfer act, and line-by-line combination (summing or subtracting in the presence of uncovered losses of previous years) numerical indicators of the final accounting statements of the organization created during reorganization in the form of division or allocation, and numerical indicators of the accounting statements of the legal successor (an organization that is joined by an organization created during reorganization in the form of division or separation), drawn up on the date of state registration of the termination of the activities of the organization created during reorganization in the form of division or separation, carried out simultaneously with the merger, the financial statements of the legal successor are formed.

24. Data on fixed assets received during the reorganization process, profitable investments in tangible assets and intangible assets, the legal successor, when preparing financial statements as of the date of entry in the Register about the termination of the activities of the last of the merged organizations, fills in the assessment according to which they are reflected in the transfer act, taking into account numerical indicators of the final accounting statements of an organization that ceases its activities during reorganization in the form of affiliation, drawn up by the merging organization.

25. In accordance with the merger agreement and the decision of the founders provided for therein on the procedure for converting (exchanging) shares (shares, shares) of organizations reorganized in the form of merger into (for) shares (shares, shares) of the legal successor in the financial statements of the legal successor as of the date making an entry in the Register about the termination of the activity of the last of the affiliated organizations, the formed authorized capital is reflected.

If the merger agreement provides for an increase in the authorized capital of the legal successor compared to the amount of the authorized capital of the reorganized organizations, including at the expense of the own sources of organizations participating in the reorganization in the form of merger (additional capital, retained earnings, etc.), then The financial statements of the successor as of the date of entry into the Register about the termination of the activities of the last of the merged organizations reflect the amount of the authorized capital fixed in the merger agreement.

If the merger agreement provides for a reduction in the amount of the authorized capital of the legal successor, compared to the amount of the authorized capital of the reorganized organizations, then the financial statements of the legal successor as of the date of entry into the Register about the termination of the activity of the last of the acquired organizations reflects the amount of the authorized capital fixed in the agreement on the merger, and the difference is subject to settlement in the balance sheet of the legal successor in the section “Capital and reserves” with the numerical indicator “Retained earnings (uncovered loss)”.

If the amount of the authorized capital provided for by the merger agreement does not coincide with the value of the net assets of the successor, then the numerical indicators of the “Capital and Reserves” section of the balance sheet of the successor as of the date of entry into the Register of the entry on the termination of the activity of the last of the merged organizations are formed in the following order .

If, during the conversion of shares, the value of the net assets of the legal successor exceeds the amount of the authorized capital, the numerical indicators of the section “Capital and Reserves” of the balance sheet of the legal successor as of the date of entry into the Register of the entry on the termination of the activities of the last of the merged organizations are formed in the amount of the value of net assets with a division into the authorized capital and additional capital (excess of net asset value over the total par value of shares).

In other cases, if the value of the net assets of the successor turns out to be greater than the amount of the authorized capital, then the difference is subject to settlement in the balance sheet of the successor as of the date of termination of the activities of the last of the affiliated organizations in the section “Capital and reserves” with the numerical indicator “Retained earnings (uncovered loss)”.

If the value of the net assets of the successor turns out to be less than the amount of the authorized capital, then the difference is subject to settlement in the balance sheet of the successor on the date of entry into the Register of the termination of the activities of the last of the affiliated organizations in the section "Capital and reserves" with the numerical indicator "Retained earnings (uncovered loss )" in parentheses.

At the same time, in all the cases listed in this paragraph of the formation of numerical indicators of the section “Capital and Reserves” of the balance sheet of the legal successor on the date of entry into the Register of the entry on the termination of the activities of the last of the affiliated organizations, no entries are made in the accounting records.

O.V. Kulagina, tax expert,
Yu.A. Inozemtseva, accounting and taxation expert

Accounting after reorganization: at the junction of two eras

How to draw up the latest reports and set up accounting after reorganization

The reorganization is considered completed when an entry about it is made in the Unified State Register of Legal Entities. On this day, legal successors need to reflect in their accounts the assets and liabilities that passed to them as a result of the reorganization. And the day before this event, companies that cease operations as a result of reorganization must draw up final financial statements (FAS).

We’ll tell you in our article how to correctly draw up an accounting report for reorganized companies, and for legal successors to post incoming account balances and set up accounting.

The reorganization is confirmed by the following documents:

certificate in form No. P51003 on state registration of an organization - during a merger, spin-off, division, transformation;
a sheet of entry in the Unified State Register of Legal Entities on the termination of the activities of the last of the merged organizations in form No. P50007 - upon merger and approved By Order of the Federal Tax Service dated November 13, 2012 No. ММВ-7-6/843@.

Peculiarities of compiling the ZBO

ZBO are those organizations that, as a result of reorganization, cease their activities, namely clause 9 of Order of the Ministry of Finance dated May 20, 2003 No. 44n (hereinafter referred to as Order No. 44n):

in case of merger - merging companies;
in case of division - the dividing company;
in case of transformation - the company being transformed;
upon acquisition - the acquired company.

For any of these organizations, the last reporting year begins on January 1 and ends on the day preceding entry into the Unified State Register of Legal Entities pp. 1-3 tbsp. 16, paragraph 3 of Art. 6 of the Law of December 6, 2011 No. 402-FZ (hereinafter referred to as Law No. 402-FZ):

<или>records of legal entities arising as a result of merger, division, transformation;
<или>records on the termination of the activities of the acquired legal entity.

ZBO is prepared in exactly the same way as regular annual reporting clause 2 art. 14 of Law No. 402-FZ; clause 9 of Order No. 44n. However, there is one caveat: when dividing, the final balance sheet indicators of the dividing company must be presented in the context of the emerging organizations pp. 27, 34 of Order No. 44n.

The company from which another organization is spun off does not cease its activities and does not constitute a CBO. But she needs to reflect in her accounting the disposal of assets and liabilities that pass to the legal successor. To do this, entries are made in correspondence with auxiliary account 00. For example, the disposal of assets can be reflected by posting debit 00 - credit to asset accounting accounts.

The final reporting must be presented to all interested users. True, it will not be useful to investors and creditors, but nevertheless, it still needs to be submitted to the tax authority and statistical authorities, otherwise the legal successor will have to pay a fine. subp. 5 p. 1 art. 23, paragraph 2 of Art. 50, paragraph 1, art. 126 Tax Code of the Russian Federation.

The assignee also needs to transfer the ZBO. But the main thing is to transfer him analytical accounting data, accounting registers (including balance sheets, inventory cards). After all, the ZBO provides only grouped information about the assets and liabilities of the reorganized company, and the main task of the successor is to begin conducting full-fledged accounting, so analytics cannot be done without.

How to start keeping records?

For organizations resulting from a merger, division, spin-off, transformation, the reporting year begins from the date of state registration clause 5 art. 16 of Law No. 402-FZ. On this date, opening account balances are formed in accounting.

The acquiring company forms opening balances on the date of termination of the activities of the reorganized organization and pp. 21, 33 of Order No. 44n; clause 4 art. 57 Tax Code of the Russian Federation.

Data for transferring balances must be taken from the analytical registers of the legal predecessor.

The account balance is formed using the double entry method using auxiliary account 00; data on this account is not used when compiling the balance sheet. You can also use account 76 “Settlements with various debtors and creditors” as an auxiliary account.

To create an opening account balance, you need to decide on a working chart of accounts. It can be approved as an annex to the accounting policy later, within 90 days from the date of state registration and clause 9 PBU 1/2008.

Spin-off companies (as well as those arising during division and transformation) can use the predecessor's chart of accounts.

But the organizations resulting from the merger and the acquiring company will have to combine two or more charts of accounts in one. This is not always easy, because the depth of analytical accounting (the level of detail of accounting information) may vary from company to company. For example, the affiliating organization to account 10 “Materials”, subaccount “Raw Materials and Supplies”, may have second-order subaccounts for storage locations of materials. And the merging company can have all its raw materials listed in account 10 “Materials,” subaccount “Raw Materials and Supplies.” In this case, the accountant of the acquiring company will have to distribute the inventory between analytical accounts. The opposite situation is also possible. Then, on the contrary, when transferring the balance, the successor will have to summarize the data reflected in different analytical accounts of the reorganized organization. By the way, it is possible that the units of measurement for the same inventories in the accounting of the successor and predecessor differ. This is not scary: when forming the initial balance, you can register inventories in the units in which they were recorded by the predecessor. Later, it will be possible to draw up a conversion report to other units, for example, from cubic meters to kilograms, etc. Merging companies need to determine what depth of analytics they need, based on what the new organization will do.

If the property is transferred at book value, then the balance on some accounts can be immediately transferred to the accounting of the legal successor. We are talking about accounts:

capital investments (07 “Equipment for installation”, 08 “Investments in non-current assets”);
inventories (10 “Materials”, 20 “Main production”, 41 “Goods”, 42 “Trade margin”, 44 “Sales expenses”, 45 “Shipped goods”);
money, with the exception of currency values (50 “Cashier”, 51 “Current accounts”, 55 “Special bank accounts”, 57 “Transfers in transit”);
reserves for reduction in the value of inventories, reserves for depreciation of financial investments, reserves for doubtful debts (14 “Reserves for depreciation of material assets”, 59 “Reserves for depreciation of financial investments”, 63 “Provisions for doubtful debts”);
reserves for future expenses (96 “Reserves for future expenses”);
deferred tax assets and deferred tax liabilities (09 “Deferred tax assets”, 77 “Deferred tax liabilities”);
accounts payable for payments to the budget, to extra-budgetary funds, for settlements with personnel for wages and other transactions related to accountable persons, targeted financing (68 “Calculations for taxes and fees”, 69 “Calculations for social insurance and security”, 70 “Settlements with personnel for wages”, 71 “Settlements with accountable persons”, 73 “Settlements with personnel for other operations”, 86 “Targeted financing”).

At the same time, the balance of some accounts may require adjustment.

Formation of opening balances: determining adjustments

STEP 1. Determine the cost of the OS

If the property was transferred at book value, then the fixed asset is recorded at the valuation at which it is reflected in the accounting records of the predecessor. Technically, this can be done in two ways.

METHOD 1. For each inventory item it is necessary create an opening balance on accounts 01 and 02 by transferring the final balance for this object to accounts 01 and 02 from the predecessor’s balance sheet, generated on the day the final balance sheet was compiled. This method is the most common.

METHOD 2. For each inventory item, by calculation it is necessary determine residual value according to the balance sheet of the predecessor, formed on the day of drawing up the final balance sheet. That is, from the final balance on account 01, the balance on account 02 must be subtracted and the resulting value reflected as the opening balance on account 01 (for each inventory item). In this case, fully depreciated property will be listed on account 01 with a zero valuation. With this method, the accountant will only have to make one entry instead of two.

It is clear that, no matter which method you choose, the data on the operating system in the balance sheet will be the same.

If the parties reflected the property in the transfer deed (separation balance sheet) at market value, then the accountant of the successor organization must also take it into account at market value. In this case, the residual value from the balance sheet of the reorganized organization is not transferred to the accounting of the legal successor.

Even if, at the time of formation of the opening balances on the accounts, the fixed income of some objects is 12 months or less, they must be taken into account as fixed assets.

Real estate, like other fixed assets, can be placed on the balance sheet, despite the fact that it has not yet been re-registered to a new organization. Since neither the existence of ownership rights nor the fact of state registration of this right is a condition for recognition of OS clause 4 PBU 6/01.

Please note that there is no need to draw up acceptance certificates or formalize the commissioning of the OS.

STEP 2. We pay off mutual obligations (claims) of organizations participating in the reorganization

If the reorganization took the form of a merger or accession, when transferring account balances 58 “Financial investments”, 62 “Settlements with buyers and customers”, 66 “Settlements for short-term loans and borrowings”, 67 “Settlements for long-term loans and borrowings”, 60 “Settlements with suppliers and contractors”, 76 “Settlements with other debtors and creditors” no need consider:

the share of participation of one reorganized organization in the authorized capital of another.

The only exception is the shares of the company it is joining that belong to the acquiring organization, provided that, in accordance with the merger agreement, such shares are not redeemed. In this case, the acquiring JSC shows them as its own shares purchased from shareholders and records them in account 81 “Own shares purchased from shareholders” clause 4.1 art. 17 of the Law of December 26, 1995 No. 208-FZ;

bills and bonds issued by one reorganized organization and owned by another reorganized organization;
loans issued by one reorganized organization and received by another, including interest accrued at the time of reorganization clause 3.1 art. 53, paragraph 3 of Art. 52 of the Law of 02/08/98 No. 14-FZ; clause 4 art. 16 of the Law of December 26, 1995 No. 208-FZ;
mutual receivables and payables of reorganized organizations.

It is possible that one organization participating in the merger, before the end of the reorganization, presented VAT to another organization also participating in the merger, and this input VAT is reflected in the final balance sheet. Formally, the successor has the right to accept VAT as a deduction if he has an invoice issued to the predecessor and documents confirming payment of VAT to the seller. Termination of mutual obligations is also a payment, so no additional payment documents are needed. This means that in this case, input VAT should be included in the opening balance. Therefore, make a posting to the debit of account 19 “VAT on purchased values” and the credit of account 00. You can accept VAT for deduction in the very first tax period. clause 5 art. 162.1 Tax Code of the Russian Federation; Letter of the Ministry of Finance dated December 29, 2008 No. 03-07-11/386.

STEP 3. Revaluate foreign currency assets and liabilities

Balances on foreign currency accounts, cash currency, received and issued foreign currency loans and credits, unpaid interest on them and other receivables and payables (except for prepayments), expressed in foreign currency, are recalculated into rubles at the rate on the date as of which they are made remainder and pp. 7, 8 PBU 3/2006. The exchange rate difference will be taken into account in account 84 “Retained earnings (uncovered loss)”. For example, merging organization A had a foreign currency account, the balance on the statement was $1,000, and the exchange rate on the date of the final balance sheet was RUB 33.10. On the date of drawing up the opening balance, the dollar exchange rate was 33.20 rubles. Acquiring organization B will create an opening balance on account 52 “Currency account”.

STEP 4. Form a balance on equity accounts

Opening balances on accounts 80 “Authorized capital”, 82 “Reserve capital”, 83 “Additional capital”, 84 “Retained earnings (uncovered loss)” are not transferred from the predecessor’s accounting, but are formed according to special rules last after the balances have been entered for all other accounting accounts.

The amount of the authorized capital must be taken from the charter, merger agreement, etc. This amount will be the opening balance in account 80 “Authorized capital”.

Then you need to determine the difference between the amount of the authorized capital and net assets. In accounting, this amount will be formed as the balance on account 00 (the difference between the turnover in the debit and credit of account 00). It should be closed to account 84 “Retained earnings (uncovered loss).”

An exception is the situation when the discrepancy between the amount of net assets and authorized capital is caused by the rules for converting shares. In this case, the difference is closed to account 83 “Additional capital”.

Let us show with an example how to draw up an opening balance.

Example. Drawing up an opening balance

/ condition / On March 12, 2014, the organization Radius LLC with an authorized capital of 135,000 rubles, created as a result of the merger of Vector LLC and Gradient LLC, was registered in the state register. According to the balance sheets of Vector LLC and Gradient LLC as of March 11, 2014, the account balance is as follows (in rubles):

Account number	LLC "Vector"	LLC "Gradient"
01	107 271	38 200
02	33 291	15 000
10	61 900	20 000
51	59 410	30 020
58	8 100	-
60	206 830	102 220
62	386 310	139 000
68	183 494	-
69	56 342	-
70	108 004	-
80	135 000	10 000
84 (loss)	99 970	-
84 (profit)	-	100 000

Vector LLC has a share in Gradient LLC with a nominal value of RUB 8,100. Gradient LLC has accounts payable to Vector LLC in the amount of RUB 102,170.

/ solution / The participation share of Vector LLC in Gradient LLC, as well as the debt of Gradient LLC to Vector LLC are repaid. Radius LLC will make the following postings.

Contents of operation	Dt	CT	Amount, rub.
On the date of state registration of Radius LLC
Opening balance of fixed assets (RUB 107,271 – RUB 33,291 + RUB 38,200 – RUB 15,000)	01	00	97 180
Opening balance based on materials (RUB 61,900 + RUB 20,000)	10	00	81 900
Opening account balance	51	00	89 430
Opening balance of accounts payable to suppliers (RUB 206,830 + RUB 102,220 – RUB 102,170)	00	60	206 880
Opening balance of accounts receivable from customers (RUB 386,310 – RUB 102,170 + RUB 139,000)	62	00	423 140
Opening balance on debts on taxes and fees	00	68	183 494
Opening balance of debt to extra-budgetary funds	00	69	56 342
Opening balance on wage arrears	00	70	108 004
Opening balance of authorized capital	00	80	135 000
Opening balance of retained earnings (97,180 rub. + 81,900 rub. + 89,430 rub. – 206,880 rub. + 423,140 rub. – 183,494 rub. – 56,342 rub. – 108,004 rub. – 135,000 rub.)	00	84	1 930

The opening balance as of March 12, 2014 may look like this (amounts in rubles; for clarity, we will also reflect the ZBO of predecessors):

Balance sheet items	LLC "Vector"	LLC "Gradient"	Adjustments*	LLC "Radius"
ASSETS FIXED ASSETS
Fixed assets	73 980	23 200		97 180
Financial investments	8 100	0	–8 100	0
CURRENT ASSETS
Reserves	61 900	20 000		81 900
Accounts receivable	386 310	139 000	–102 170	423 140
Cash and cash equivalents	59 410	30 020		89 430
TOTAL:	589 700	212 220	–110 270	691 650
LIABILITIES CAPITAL AND RESERVES
Authorized capital	135 000	10 000	–8100	135 000
retained earnings	(99 970)	100 000		1 930
SHORT-TERM LIABILITIES
Accounts payable	554 670	102 220	–102 170	554 720
Debt to suppliers	206 830	102 220	–102 170	206 880
For taxes and fees	183 494	-		183 494
For insurance premiums	56 342	-		56 342
For wages	108 004	-		108 004
TOTAL:	589 700	212 220	–110 270	691 650

* Mutual shares of participation and mutual obligations are excluded.

Opening balances have been generated: what next?

Now the accountant will have to solve other issues, not so urgent, but no less important.

We determine SPI for OS and intangible assets. The successor organization that received depreciable property during a merger, division, spin-off, and acquisition may itself establish SPI. But the transformed organizations have no choice: they must continue to accrue depreciation based on the SPI remaining according to the data of the legal predecessor clause 45 of Order No. 44n. At the same time, this division of the rules for determining SPI by type of reorganization is quite arbitrary, because SPI is an estimated value and it can be revised depending on the type of reorganization. clause 3 PBU 21/2008. Therefore, the easiest way is to first depreciate the fixed assets based on the remaining fixed income, and then, if necessary, revise it.

Each fixed assets and intangible assets obtained as a result of the reorganization must be assigned a new inventory number. It is not necessary to issue new inventory cards (form No. OS-6), it is enough to correct the necessary details in the old card. But if this is inconvenient for you, you can get a new one.

We choose the method of calculating depreciation. The successor must also choose the method of calculating depreciation. Depreciation is accrued from the 1st day of the month following the month in which the reorganization is completed. In other words, if the state registration of an organization created in the process of division, merger, spin-off (or state registration of the termination of the activities of the affiliated organization) occurred on September 15, then already in October the accountant of the organization that received OS must calculate depreciation clause 14 of Order No. 44n.

Let's reclassify assets. It is possible that the successor will use the received property differently from the predecessor. For example, the equipment that the previous owner used as an operating system can be rented out by the successor. In this case, the successor must transfer the OS to income-generating investments.

The income statement, capital flow, and cash flow statement data are not combined or separated. At the next reporting date, you will create them from scratch as a new organization.

The transfer deed is sufficient.
Accounting registers will be compiled for the LLC on the basis of the transfer deed.
Features of the formation of financial reporting indicators when implementing reorganization in the form of transformation are given in Section. VIII Methodological guidelines for the preparation of financial statements during the reorganization of organizations, approved by Order of the Ministry of Finance of Russia dated May 20, 2003 No. 44n.

It says that the opening financial statements of an organization resulting from reorganization in the form of transformation are compiled by transferring the indicators of the final accounting statements of the organization reorganized in the form of transformation (clause 43 of the Methodological Instructions). Paragraph 13 of the Methodological Instructions states that this must be done on the basis of a transfer deed or separation balance sheet approved in the prescribed manner.

The transfer of property during reorganization under a transfer deed from one organization to another organization is not considered for accounting purposes as a sale of property or as its gratuitous transfer. In this case, the assessment of the property transferred (accepted) during the reorganization of the organization is carried out in accordance with the decision of the founders (clause 7 of the Methodological Instructions).

The organization calculates depreciation on received fixed assets based on the useful life and the method of calculating depreciation established by the predecessor (clause 45 of the Methodological Instructions).

From the document Order of the Ministry of Finance of the Russian Federation dated May 20, 2003 No. 44n “On approval of the Guidelines for the preparation of financial statements when reorganizing organizations”

10. Due to the discrepancy between the date of transfer of property and obligations of the reorganized organization on the basis of the transfer act or separation balance sheet and the date of entry into the Register of the corresponding entry about the emerging organizations (on the termination of the activities of the last of the merged organizations) in the emerging period of time between these dates in the established order, the reorganized the organization prepares and submits interim and (or) annual financial statements.

In this case, the numerical indicators of the interim and (or) annual, and then final accounting statements may not correspond to the data of the transfer act or separation balance sheet.

Changes in the value of the transferred property and liabilities arising during this period should be disclosed in an explanatory note to the interim and (or) annual financial statements, final financial statements or in clarifications to the transfer act or separation balance sheet.

In the case of drawing up a transfer act or separation balance sheet immediately before submitting the relevant documents for state registration of the emerging (termination of activities) reorganized organizations, as well as the assessment of the transferred property at the residual value (actual cost, initial cost), and liabilities - in the amount for which the debt was reflected in the accounting records, the numerical indicators of the interim and (or) annual and final financial statements may correspond to the data of the transfer act or separation balance sheet.

14. Depreciation on fixed assets, profitable investments in tangible assets and intangible assets of organizations arising as a result of reorganization (except for reorganization in the form of transformation) is calculated from the 1st day of the month following the month in which state registration of organizations was carried out, based on from the useful life of the object and the method of calculating depreciation, determined by organizations arising as a result of reorganization (with the exception of reorganization in the form of transformation), in accordance with the Accounting Regulations “Accounting for Fixed Assets” PBU 6/01, approved by the Order of the Ministry of Finance of the Russian Federation dated March 30, 2001 No. 26n (registered with the Ministry of Justice of the Russian Federation on April 28, 2001, registration number 2689), and the Accounting Regulations “Accounting for Intangible Assets” (PBU 14/2007), approved by Order of the Ministry of Finance of the Russian Federation dated 27 December 2007 No. 153n (registered with the Ministry of Justice of the Russian Federation on January 23, 2008, registration number 10975; "Rossiyskaya Gazeta", No. 22, February 2, 2008), when accepting an object for accounting on the basis of a transfer deed or separation balance sheet, regardless of the previously used method of calculating depreciation by the legal predecessor.

VIII. Features of the formation of indicators

accounting statements when implementing

reorganization in the form of transformation

40. The conditions and procedure for reorganizing an organization in the form of transformation into the appropriate organizational and legal form in accordance with the legislation of the Russian Federation are determined by the decision of the founders on the transformation.

41. Issues related to the transfer of property and obligations to the legal successor upon change as a result of reorganization in the form of transformation of the organizational and legal form of ownership are subject to settlement in the transfer deed.

In accordance with the decision of the founders on reorganization in the form of transformation, expenses associated with the re-registration of documents may be incurred at the expense of the founders.

42. When preparing the final financial statements of the reorganized organization in the form of transformation on the day preceding the entry into the Register of an entry about the emerging organization, the profit and loss account is closed and the amount of net profit is distributed (directed) based on the decision of the founders.

43. The opening accounting statements of an organization resulting from reorganization in the form of transformation are compiled by transferring the indicators of the final accounting statements of the organization being reorganized in the form of transformation, taking into account the features provided for in paragraph 44 of these Guidelines.

44. In accordance with the decision of the founders on the procedure for converting (exchanging) shares (shares, shares) of organizations reorganized in the form of transformation into shares (shares, shares) of the resulting organization, the formed authorized capital is reflected in the opening accounting statements of the resulting organization.

If the decision of the founders provides for an increase in the authorized capital of the emerging organization compared to the authorized capital of the reorganized organization, including from its own sources (additional capital, retained earnings, etc.), then in the introductory financial statements of the organization that arose in as a result of reorganization in the form of transformation, the amount of the authorized capital fixed in the decision of the founders is reflected.

If the decision of the founders provides for a reduction in the amount of the authorized capital of the organization that arose as a result of reorganization in the form of transformation, then the opening balance sheet of the resulting organization reflects the amount of the authorized capital recorded in the constituent documents, and the difference is subject to settlement in the opening balance sheet of the legal successor in the section "Capital and reserves" with the numerical indicator "Retained earnings (uncovered loss)".

If the amount of the authorized capital provided for in the decision of the founders does not coincide with the value of the net assets of the emerging organization, then the numerical indicators of the “Capital and Reserves” section of the opening balance sheet are formed in the following order.

If, during the conversion of shares, the value of the net assets of the organization, which arose as a result of reorganization in the form of transformation, exceeds the amount of the authorized capital, the numerical indicators of the section “Capital and Reserves” of the opening balance sheet are formed in the amount of the value of net assets with a division into authorized capital and additional capital (excess net asset value over the total par value of shares).

In other cases, if the value of the net assets of the emerging organization turns out to be greater than the amount of the authorized capital, then the difference must be settled in the opening balance sheet in the section “Capital and reserves” with the numerical indicator “Retained earnings (uncovered loss)”.

If the value of the organization's net assets resulting from reorganization in the form of transformation turns out to be less than the amount of the authorized capital, then the difference is subject to settlement in the opening balance sheet in the section "Capital and reserves" with the numerical indicator "Retained earnings (uncovered loss)" in round parentheses.

At the same time, in all cases listed in this paragraph of the formation of numerical indicators in the section “Capital and Reserves” of the opening balance sheet of an organization that arose as a result of reorganization in the form of transformation, no entries are made in the accounting records.

45. Depreciation on fixed assets, profitable investments in tangible assets and intangible assets by an organization resulting from reorganization in the form of transformation is carried out based on the useful lives established by the reorganized organization (legal predecessor) when accepting these objects for accounting in accordance with the current regulations.

Reorganization of an LLC is the termination of a legal entity, facilitating the emergence of relations of succession of legal entities and ultimately leading to the creation at the same time and/or termination of the activities of one or more organizations. In this article we will talk about accounting during reorganization and answer common questions.

The concept of reorganization, types of reorganization

There are different types of reorganization:

merger (creation of one LLC, termination of several LLCs);
transformation (creation and completion of one LLC);
spin-off (creation of one or several LLCs);
merger (termination of activities of one or several LLCs);
division (creation of several LLCs and closure of one LLC).

Reorganization in the form of separation and division presupposes the presence of a documented decision of the founding legal entities or the authorized body of the legal entity (the powers are confirmed in the constituent documentation); sometimes - a court decision or conclusion of government agencies. When reorganizing in the form of transformation, accession or merger, it is necessary to obtain government approval. bodies having powers, in cases approved by law.

When transforming, joining or merging, the rights and obligations of the reorganized LLC are transferred to the newly created legal entity under a transfer deed. When dividing (between newly created LLCs) and separating (between spun-off and reorganized LLCs) - according to the separation balance sheet. In both cases, inventory measures are first carried out in relation to the property and fiscal responsibilities of the LLC subject to reorganization.

If a closed joint-stock company is transformed into a joint-stock company, the type of a unitary enterprise is changed, or it is transferred to a new owner, this will not be recognized as a reorganization.

Valuation of assets and liabilities during reorganization

The value of the property recorded in the separation balance sheet or deed of transfer must agree with that listed in the inventory or transcript thereof. The assessment of the property of the transferring and receiving parties is carried out:

at residual value,
at the current market price,
at the actual cost of inventories,
at the original cost of the cash investment,
by another method.

The transfer of property according to the rules of universal legal succession is not accepted as its sale or as a gratuitous transfer when maintaining accounting (no entries are made). The obligations of the reorganized LLC are shown in the amount reflected in the accounting records of the loan debt (including losses reimbursed to borrowers).

Accounting must contain separate documentation:

intermediate(drawn up between the day of alienation of the property and obligations of the reorganized LLC and the day of making entries in the Unified State Register of Legal Entities) and
final reporting(with closing accounts for losses and profits, reflecting the distribution of net profit for the implementation of tasks approved by the founders in the agreement).

The costs of the reorganization procedure are recognized by the accountants of the participating legal entities as non-operating expenses for the period in which it took place and are reflected in the accounting records of the LLC that incurred the costs. The profit and loss statement of this organization is described on a separate line, separately. This should include:

government payment services (2,000 rubles),
costs of amending the constituent documents,
registration of shares,
legal advice, etc.

Calculation of depreciation on fixed assets, investments in mat. values, and for intangible assets that appeared after the reorganization, is carried out from the first day of the next. after the day of the state month registration. It is accrued depending on the useful life and the depreciation method (selected by participating legal entities). The above does not apply to reorganization in the form of transformation.

Accounting when preparing final financial statements

Final buh. reporting must be prepared by reorganized legal entities that have ceased work the day before making an entry in the Unified State Register of Legal Entities (that is, for all types of reorganization except for the form of separation).

Operation	DEBIT	CREDIT
Closing account 90 (closing account 91 is carried out in the same way)
by the amount of sales costs (cost price, VAT, excise taxes, export duties...) from the beginning of the year		90 s/sch 90.2, 90.5
by the amount of revenue from the sale of goods since the beginning of the year	90 s/c “Revenue”	90 s/ac “Profit/loss from sales”
for the amount of profit from sales in relation to the unwritten off credit balance on the account. 90	90 s/ac “Profit/loss from sales”	99
or
for the amount of loss from sales in relation to the unwritten off debit balance on the account. 90	99	90 s/ac “Profit/loss from sales”
Closing accounts 90-91:
for the amount of income tax	99	68
for the amount of permanent tax obligations	99	68
for the amount of unforeseen expenses	99	cost accounts
by the amount of net profit	99	84
or
84	99	for the amount of net loss

All amounts on the account. 84 can be used for tasks set by the management bodies of the reorganized legal entity. Read also the article: → "". The need to close loss and profit accounts is explained by the importance of designating the amount of net profit of all legal entities undergoing reorganization. The accounts for profit and loss, other expenses/income and sales are closed.

Features of accounting and reporting during reorganization in the form of transformation, merger, accession, separation, division.

Reorganization in the form of transformation

The conditions and scheme of reorganization into the appropriate legal form are approved by the founders and formalized in a decision on transformation. A transfer deed is necessary, despite the fact that the owner of the property and the debtor of the obligations remain the same. If the organizational and legal form changes, the details of the transfer of property are prescribed in the transfer deed.

The work of a company in the process of transformation may not stop during the period of reorganization, as of the state date. Upon registration, the amount of net profit must be indicated, and the profit must be distributed among the participants or spent. Such measures are necessary because assets may not change, but liabilities are likely to change.

Operation	DEBIT	CREDIT
by the amount of profit from core activities	90 s/ac “Profit/loss from sales”	99
or
for the amount of loss from core activities	99	90
for the amount of other profit of the company	91 s/account “Balance of other income and expenses”	99
or
the amount of loss from non-core activities and from non-operating expenses minus received non-operating income	99	91
for the amount of unforeseen expenses	99	99
for the amount of income tax (before the date of state registration)	99	68
for the amount of permanent tax liabilities	99	68 s/ch “Income tax”
by the amount of net profit (which will be divided between the participants or spent)	99	84
by the amount of net loss (attributable to the decrease in net profit of previous periods)	84	99
for the amount of accrued dividends	84	75
the amount of accrued dividends (if they are accrued to company employees)	84	70

Reorganization in the form of merger and accession

The rights and obligations of each participating legal entity will be transferred to the legal entity resulting from the merger in accordance with the provisions of the transfer deed. Costs are divided between both companies: the one being merged and the one with which the merger is taking place. The costs that were incurred before the transfer deed was executed by the acquiring company will be reflected in its accounting on the account. 91 (it is better to create an account “Reorganization costs”). And those that were incurred after its preparation are included in the accounting of the LLC with which the merger is planned. It does not take into account who actually suffered the losses. The same scheme is suitable for reorganization according to the form of affiliation.

Introductory buh. The reporting of the newly organized LLC on the day of making an entry in the Unified State Register of Legal Entities is compiled based on the information in the transfer act and the line-by-line combination of numerical indicators of the final accounting. reporting (not carried out in the introductory reporting of the newly formed LLC) of the merged companies.

The size of the authorized capital is specified in the merger agreement if its value becomes more or less than the sum of the capitals of the companies that are undergoing the merger process. The difference will be reflected in the successor’s balance sheet as “Retained earnings (loss).” If the size of the authorized capital is not equal to the value of the net assets of the new company, the difference will be reflected in the opening balance sheet as “Additional capital” or “Retained earnings (uncovered loss)”.

Reorganization in the form of spin-off

A legal entity, after the separation of another LLC from which only the composition of property and liabilities has changed, and the reporting period has not been interrupted, the profit and loss account does not close the final account. does not prepare reports. After the separation of the LLC, there will be an arithmetic decrease in balance sheet items, based on the data of the separation balance sheet, in contrast to the formation of subsidiaries.

Any household actions between the day of registration of the separation balance sheet and the day of the state. registrations must be reflected in accounting.

Reorganization in the form of division

Costs before the date of adding the entry to the Unified State Register of Legal Entities should be taken into account as non-operating expenses of the company that is being reorganized. Upon completion of the reorganization, the costs will be taken into account by the newly created legal entities. This also applies to reorganization in the form of separation. To prepare the separation balance sheet, the accounting indicators are separated. reporting of the reorganized legal entity (except for data on profits and losses), the accounting records will not contain records about this.

According to information from the separation balance sheet and the final accounting. reporting, an introductory account is drawn up. reporting of all companies that arose after the separation and state day. registration. Two or more legal successors arise, between whom disagreements will occur due to the fact that in the period of time between the execution of the transfer deed and the entry into the Unified State Register of Legal Entities, the composition and structure of assets and obligations change, sometimes significantly. Therefore, it is customary to act according to the following scheme:

As soon as the reorganization is planned, a list of property that will not be sold or alienated in any other way is approved, and the composition of the assets that will be transferred to each of the participating legal entities is identified.
When the company's operations do not stop, and the division occurs on the basis of industry segments (or geographical ones), the property prepared for transfer is determined as a percentage of the total (the full amount of the inventory valuation or the number of objects).
The equity capital of the company to be divided is distributed only by decision of the meeting involved in the reorganization process. In a joint-stock company, reserve capital (intended for paying dividends) is distributed depending on the number of shares, taking into account the possibility of conversion.
obligations are subject to division according to the principle of their ownership.
Money and other highly liquid assets are distributed according to pre-agreed percentages.

Example of accounting for reorganization in the form of merger

For clarity, let’s call the reorganized company K1, and the merged company K2.
The authorized capital of K2 on the day of reorganization is 155 thousand rubles.
K2 accepted an advance for the future supply of goods (266 thousand rubles), paid VAT (43 thousand rubles).
K1 received goods worth 155 thousand rubles from K2 under the transfer deed. excluding VAT.
K1 received accounts payable equal to the advance accepted by K2 (266 thousand rubles).

If goods are transferred from K1 under a transfer act to K2, they are accepted for accounting at the cost that was indicated in the accounting of K2, if they were valued at actual cost. When transferring goods, fixed assets, intangible assets, upon the purchase of which K1 accepted VAT for deduction, this amount of VAT will not be restored and paid to K1 and K2.

The loan debt to the purchaser of goods must be taken into account in the amount that was recorded in K2 accounting. After the goods are shipped to the buyer, K1 recognizes revenue and takes into account VAT. The legal successor is subject to deduction of VAT transferred to the budget by the reorganized enterprise from advances and other payments on account of future supplies of goods.

Proceeds from the sale of goods (minus VAT) are taken into account in sales income for the purpose of paying income tax.

For K1 and K2, expenses will be considered the residual value of property, rights that can be valued in monetary terms (determined according to the tax accounting information of K1 on the day of transition from K1 to K2), and obligations transferred by succession. K1 has the right to reduce income from the sale of goods by the cost of goods sold transferred from K2.

Accounting entries for the acquired enterprise (at the time of reorganization, K1 received an advance for the goods and paid VAT, K1 transferred goods to K2 excluding VAT and the loan debt in the amount of the advance):

Operation	DEBIT	CREDIT	Amount (thousand rubles)
balances on the goods account were increased	41	–	155
balances on the accounts payable to customers were increased	–	62-2	266
VAT account balances increased	76/AB	–	43
cash account balances increased	51	–	223
balances on the authorized capital account were increased	–	80	155
revenue from the sale of goods is recognized		90 s/c “Revenue”	266
written off cost of goods sold	90 s/c “Cost of sales”	41	155
VAT is charged on proceeds from the sale of goods	90 s/c “VAT”	68	43
accepted for deduction of VAT paid by K2 on the advance amount	68	76/AB	43
the advance amount is offset against the buyer's debt for goods	62-2	62 s/sch “Settlements with buyers and customers”	266

Example of accounting for reorganization in the form of spin-off

The OJSC is reorganizing in the form of spinning off a closed joint stock company.
The authorized capital of the CJSC is 2,420,000 rubles.

CJSC will be transferred:

780 thousand rubles in cash,
loan debt 320 thousand rubles,
exclusive rights to a trademark (45 thousand rubles),
debt on Debit for goods supplied (RUB 740 thousand),
securities of OJSC (2) for 560 thousand rubles.

The rights to the assets will be transferred as a contribution by the OJSC to the authorized capital of the CJSC, 100% of which is owned by the OJSC. Reorganization in the form of a spin-off involves the purchase by the reorganized LLC of securities (shares, shares) of the spun-off legal entity, their value is considered equal to the value of the net assets of the spun-off enterprise on the state day. registration.

The transfer of property rights (the property constitutes the authorized capital of the spun-off enterprise) is carried out as a contribution to the mouth. capital of the spun-off enterprise without changing the mouth. capital of the reorganized legal entity, i.e. transfer to book. reporting is reflected as a cash investment and is accounted for at initial cost).

Net assets:

780 thousand + 740 thousand + 560 thousand + 45 thousand – 320 thousand = 1,805,000 rubles.

Net assets minus the amount of authorized capital:

1,805 thousand - 2,420 thousand = 615 thousand rubles - will be reflected as an uncovered loss.

Accounting entries:

Operation	DEBIT	CREDIT	Amount (thousand rubles)
the transfer of money from the joint-stock company is reflected	76 “Settlements with various debtors and creditors”	51 “Current accounts”	780
transfer of receivables reflected	76	62 “Settlements with buyers and customers”	740
transfer of shares reflected	76	58 social account “Units and shares”	560
transfer of the exclusive right to the trademark is reflected	76	04	45
transfer of loan debt is reflected	66 “Settlements for short-term loans and borrowings”	76	320
financial investments in shares of the company are reflected	58 social account “Units and shares”	76	1 805

The difference between the value of rights to property contributed as payment for property and the nominal value of the acquired securities (share, share) is not considered profit or loss.

Legislative acts on the topic

It is necessary to study the following documents:

Act	Description
Guidelines for the preparation of financial statements during the reorganization of organizations (approved by Order of the Ministry of Finance of the Russian Federation dated May 20, 2003 No. 44n)	The procedure for maintaining accounting records and preparing financial statements during the reorganization of enterprises
clause 4 art. 57 Civil Code of the Russian Federation	The fact that when a legal entity is reorganized in the form of the merger of another legal entity, the first of them is considered reorganized from the moment an entry is made in the Unified State Register of Legal Entities about the termination of the activities of the merged legal entity (a new legal entity is not created)
Order of the Ministry of Finance of the Russian Federation dated July 22, 2003 No. 67n “On the forms of financial statements of organizations”, PBU 4/99 “Accounting statements of organizations”	On the preparation of final financial statements in the scope of the forms of annual financial statements previously adopted by the organization
Art. 68, 81, 92, 103, 104, 110, 112, 115, 121 Civil Code of the Russian Federation, Art. 34 of the Federal Law of November 14, 2002 No. 161-FZ “On State. and municipal unitary enterprises”, Art. 20, paragraph 1, art. 56 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies”	Special rules on reorganization, in particular on the transformation of certain types of organizational and legal forms of legal entities
clause 23 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 No. 19	On non-recognition of the reorganization of the transformation of a closed joint-stock company into a joint-stock company and vice versa
clause 4 art. 29 of the Federal Law of November 14, 2002 No. 161-FZ	On non-recognition by reorganization of a change in the type of a unitary enterprise or its transfer to another owner
clause 2 art. 57 Civil Code of the Russian Federation	On the possibility, in cases established by law, of reorganizing an LLC in the form of division or separation by decision of authorized state officials. authorities or by court decision
Art. 129, 387 Civil Code of the Russian Federation	The fact that reorganization is associated with the transfer of the rights and obligations of the reorganized legal entity to existing (upon merger) or newly emerging legal entities in the manner of universal legal succession
Art. 12 of the Federal Law of November 21, 1996 No. 129-FZ “On Accounting”	On the need to conduct an inventory of the property and monetary obligations of reorganized legal entities before drawing up a separation balance sheet or transfer act
Bay position accounting “Accounting for fixed assets” PBU 6/01 (approved by Order of the Ministry of Finance of the Russian Federation dated March 30, 2001 No. 26n)	On the calculation of depreciation on fixed assets, profitable investments in tangible assets and intangible assets of enterprises arising as a result of reorganization

Typical mistakes during reorganization

Mistake #1. Accounting during reorganization in the form of separating the difference between the amount of the value of property rights contributed as payment for property and the nominal value of the received shares, shares or shares as profit/loss.

For accounting purposes, the difference between these indicators is not recognized as profit or loss of the legal entity.

Mistake #2. Failure to reflect business transactions in the period of time between the preparation of the separation balance sheet for the purpose of reorganization and the date of making the corresponding entry in the Unified Register.

It is the responsibility of the reorganized company to reflect all business transactions in a given period of time, since legal entities participating in the reorganization are required to know about the changes that have occurred in the enterprise.

Answers to common questions

Question No. 1. In the case of reorganization according to the form of division, how should organizations resulting from the reorganization prepare opening financial statements?

Opening financial statements must be prepared, taking into account the data of the final statements and the separation balance sheet.

Question No. 2. Is it necessary to close loss and profit accounts, or can it be done without it?

No, closing loss and profit accounts cannot be avoided, since it is necessary to determine the amount of net profit of all organizations that decided to participate in the reorganization.