How to convert a company into a LLC

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The reorganization of a closed joint-stock company through conversion into a limited liability company cannot always solve possible problems with the assets and balance sheet of a company. But this solution in most cases helps management to optimize the management of the company.

You will need

- constituent documents.

Instruction manual

Notify the shareholders of the company of the general meeting of all shareholders of the closed joint-stock company. At this meeting, a decision should be made on the reorganization of the company into LLC.

Hold a general meeting and make a decision by the total number of votes on the reorganization of the company by transforming the company into an LLC. Also, plan in detail at this meeting the procedure for the transformation and indicate the procedure for the exchange of shares for shares in the authorized capital. At the meeting, members of the conversion commission should be appointed, indicating their identification numbers in the minutes.

Publish a message about the decision at the general meeting of shareholders and submit the information to the SCSSRF. Also, documents must be filed with the SCSSRF to terminate the circulation of shares in a closed joint-stock company.

Exchange the shares for written obligations, which will be a guarantee of the issuance of the appropriate number of shares in the formed limited liability company.

Notify all creditors of the company of the decision to convert the company into LLC. Review their claims for debt recovery.

Hold a general meeting of all participants in the formed limited liability company. Also at this stage it is necessary to draw up an acceptance certificate.

Approve the created act at the general meeting of shareholders of the company. Organize the publication of a notice of the meeting in the press.

Take measures on state registration of a limited liability company. In parallel, carry out activities for state registration of the termination of activity of a closed joint-stock company.

Submit documents to the State Commission for Securities and Stock Market, which will be the basis for canceling the registration of a share issue, as well as canceling a certificate of registration of a share issue. Receive an order from the State Commission for Securities and Stock Market for canceling the registration of the issue of shares in a closed joint-stock company.

After the company ceases to exist, reissue all documents from the tax inspectorate and other state funds, replace the seal and bank accounts. Transfer employees to the new organization.