How to transfer OJSC to LLC

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The question of how to transfer an OJSC to an LLC relates to civil law and is called a reorganization in the form of a transformation in a legal language. This procedure is regulated by articles 57-60 of the Civil Code of the Russian Federation and federal laws "On joint-stock companies" and "On limited liability companies". The decision on the reorganization is made by the founders of the company or an authorized body of this legal entity.

Instruction manual

Organize and hold a general meeting of shareholders, issue its protocol, in which record the decision to reorganize the LLC in the form of transformation. In the text of the decision itself, reflect the full name of the LLC being created, its legal address, the procedure and conditions for the transformation. Set out the procedure for the exchange of shares of participants in an OJSC or a closed joint-stock company for the shares of participants in the authorized capital of an LLC. If the new charter provides for an audit commission, list the composition of its members. If there is a collegial executive body, a list of its members. Provide an indication of the person who will solely perform these functions if the LLC will be managed by one person. The text of the decision should contain instructions on the approval of the act of transfer and the charter of the LLC with the annex of these documents.

Within three business days after the decision on the reorganization is made, notify in writing the tax inspectorate at the place of registration of the OJSC about the beginning of the reorganization procedure and attach a decision on its implementation to the application. Tax authorities must make a note in the Unified State Register of Legal Entities that the company is in the process of reorganization. On the same day, notify the state registrar, maintaining the register of owners of securities of the company, about the fact of submitting documents to the tax office.

While this process is ongoing, you should publish a reorganization notice in the relevant media once a month. In addition, notify your creditors in writing, if any. Exchange the shares of the reorganized OJSC for the shares of the LLC participants in the order specified in the decision of the general meeting of the shareholders of the JSC.

Submit an application to the tax authority in a unified form Р12001 "On state registration of a legal entity created by reorganization". Attach to it new constituent documents, a decision of the meeting of shareholders on reorganization, a deed of transfer, a receipt on payment of state duty, a copy of an information letter to the territorial body of the Pension Fund of the Russian Federation.

After receiving notification of the completion of the reorganization and receiving an extract from the Unified State Register of Legal Entities, notify the registrar of the termination of activity of the reorganized OJSC. From this moment, the reorganization process is considered completed, and OJSC - ceased operations.