What date is the separation of the legal entity. Reorganization by division
Stages of reorganization of a legal entity by division:
1. Making a decision on reorganization through separation. The general meeting of the founders of the company makes a decision on the reorganization, which approves:
Form of reorganization;
- the charter of the companies arising as a result of division;
- separating balance sheet.
3. Notification of the beginning of the reorganization through the separation of state registration authorities.
4. Choice of the place of registration of a legal entity created by division.
Registration of a company created by division takes place at the location of the legal entity terminating as a result of reorganization.
5. Preparation for the process of reorganization in the form of separation:
a) notification of the IFTS about the start of the reorganization process (making an entry in the Unified State Register of Legal Entities about the start of reorganization by division);
b) conducting an inventory;
c) publication in the media of a message about the reorganization of a legal entity by separation (twice with a frequency of once a month);
d) notification of creditors about the upcoming reorganization in the form of division;
e) drawing up a separation balance sheet;
e) payment of state duty.
6. Submission of documents to the IFTS.
On the basis of the decision on state registration of a legal entity created by division, and state registration of the termination of the activity of a legal entity being reorganized, the registering body:
makes an entry in the Unified State Register of Legal Entities about the company created by reorganization and the termination of the activities of the reorganized legal entity;
issues to the applicant documents proving the entry into the Unified State Register of Legal Entities;
informs about the registration of the company created by division to the registering body at the location of the specified legal entity;
send him a registration file.
7. Completion of the reorganization process through division (from the moment of state registration of the last of the newly emerged legal entities).
The list of documents required to be submitted to the Federal Tax Service Inspectorate upon reorganization by division:
1. Application Form P12001. A separate application shall be filled out for each newly established legal entity as a result of the reorganization.
2. Constituent documents of the reorganized legal entity (originals or notarized copies of documents: certificates of TIN, OGRN, charter, statistics codes, order for the appointment of the sole executive officer, changes, extract from the Unified State Register of Legal Entities).
3. The decision on the reorganization of the company through division, adopted by the general meeting of founders.
4. Constituent documents of each newly emerging legal entity created as a result of reorganization (originals or notarized copies).
5. Evidence of publication in the media (copy).
6. Dividing balance.
7. Receipt of payment of the state duty for registration.
8. Receipt of payment of state duty for copies constituent documents.
9. Certificate of no debt to the pension fund.
10. Request for a copy of the articles of association.
Reorganization step by step instructions
Using the program PDPRYUL, you need to reliably enter all the data and at the output you will receive a ready-made application form.
MIFNS No. 46 in Moscow is located on the territory of a complex of buildings along with IFTS No. 33, MIFTS No. 45,46,47,48,49 and 50, in building No. 3.
Re-registration of real estate during reorganization
The ownership of real estate objects transferred to the successor company in the course of reorganization must also be registered with Rosreestr, that is, to obtain new certificates of ownership of the successor company.
To do this, the successor enterprise pays a state duty for registering ownership of each object and submits to Rosreestr documents confirming the reorganization of the legal entity, certificates for objects issued to a previously reorganized legal entity, a transfer deed and a transcript to it, which just contains a description of each object ( Letter of the Federal Service for State Registration, Cadastre and Cartography dated December 22, 2011 N 14-8339-GE). Then the successor company receives certificates from Rosreestr, which are the final confirmation of its ownership of real estate objects.
Reissuance of licenses, permits, intellectual property in connection with the reorganization of a legal entity
If the reorganized company carried out activities subject to licensing and the successor company intends to also carry out these types of activities after the reorganization, then the successor company must reissue the licenses and permits of the reorganized company. The specific terms and procedure for reissuing licensing and permitting documentation for each type of activity are regulated by sectoral legislation (FZ "On Communications", "On Subsoil", "On Education", "On State Regulation of the Production and Turnover of Ethyl Alcohol, Alcoholic and Alcohol-Containing Products and on the Limitation consumption (drinking) of alcoholic products", etc.). But there are a few common points.
As a rule, certain deadlines are set for reissuing licenses and permits after the reorganization. The transfer applicant is the assignee. When re-issuing, you must pay a state duty. Re-issuance of licensing and permitting documentation for the successor company is possible while maintaining the conditions that are mandatory for conducting a certain type of licensed activity.
If the rights to the intellectual property of the reorganized company, issued in the form of certificates for trademarks, patents, license agreements, have passed to the successor company, the successor company must apply to Rospatent with an application to amend the right holder in the relevant state register (patents, trademarks), paying while the state duty. To re-register domain names to a successor company, the successor company must send information about the reorganization to the domain name registrars to make changes to the registries of domain name owners.
Transfer \ re-registration of employees during the reorganization of the enterprise
The transfer of employees of the reorganized company to the successor company can be carried out in two ways or a combination of them. The first way is to fire employees from the reorganized company and hire them the next day in the successor company. This procedure is carried out until the legal completion of the reorganization.
The second way - after the reorganization, to issue an entry in the work books of the employees about the reorganization of the company. In accordance with Part 5 of Art. 75 and part 6 of Art. 77 of the Labor Code of the Russian Federation, an employee may refuse to continue his work in the event of a company reorganization. Accordingly, in order for employees to exercise this right, it is advisable to warn them of the upcoming reorganization by issuing an order on the reorganization of the company, which they will be familiarized with against signature. If, prior to the reorganization, the employees of the company express a written refusal to continue working in the enterprise after the reorganization, labor Relations terminated with him under paragraph 6 of Art. 77 of the Labor Code of the Russian Federation. The rest of the employees after the reorganization continue their work, and on the basis of the order of the successor company, an entry about the reorganization is made in the work book. Recording example:
"Limited Liability Company "Dolce" (LLC "Dolce") "____" August 2014 was reorganized by joining the Limited Liability Company "Gabana" (LLC "Gabana").
Order N _____ dated _______
LLC REORGANIZATION SERVICES
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The reorganization of a legal entity can be caused by various goals, for example, increasing the efficiency of using assets and competitiveness in the market, diversifying the business, improving the organizational and production structure, and reducing production costs. Often the motive for reorganization in the form of division on a voluntary basis can be insurmountable differences between the participants (shareholders) of a business entity regarding the ways of its further development.
Reorganization in any of the forms provided for by law is a complex and insufficiently regulated process at the legislative level. The article will deal with the reorganization of the economic society.
Differences between the separation of legal entities and the allocation
When reorganized in the form separation a legal entity ceases to operate and as a result two or more legal entities arise. When reorganized in the form allocation the activities of the reorganized legal entity continue and one or more legal entities additionally arise.
Important!
According to clause 19 of the Instruction on the procedure for maintaining the Unified State Register of Legal Entities and Individual Entrepreneurs (hereinafter referred to as the USR), approved by the Decree of the Ministry of Justice of the Republic of Belarus dated March 10, 2009 No. 25:
- upon separation, newly created legal entities are assigned new registration numbers. At the same time, the activity of the reorganized entity is terminated from the date of making an entry in the Unified State Register on the state registration of newly created legal entities;
- upon separation, newly created legal entities are assigned new registration numbers, and the reorganized legal entity retains the registration number assigned earlier.
Let's consider some aspects of reorganization in the form of separation, which in practice raise the most questions.
Deciding on reorganization in the form of separation
According to Art. 18 of the Law of the Republic of Belarus dated December 9, 1992 No. 2020-XII "On business companies" ( further - Law) the general meeting of the participants of the economic company decides on the procedure and conditions for its division, on the creation of new legal entities, on the composition of their participants. The general meeting of participants of each of the newly emerging as a result of the division of economic companies and (or) the founders (participants) of each of the newly emerging legal entities approve their constituent documents and form their bodies.
AT reorganization decision it is necessary to provide:
1. the procedure for separation, including the date of the inventory of assets and liabilities, an instruction to the head of the reorganized legal entity to notify in writing about the reorganization of employees, creditors, the inspection of the Ministry of Taxation, the Fund for Social Protection of the Population of the Ministry of Labor and Social Protection of the Republic of Belarus, BRUSP "Belgosstrakh", as well as statistical bodies (not necessarily, but firmly entrenched in practice);
2. the procedure for creating new legal entities, including determining their organizational and legal form and composition of participants (property owners);
3. separation conditions;
4. the procedure for converting (transforming) shares (stakes) of a dividing economic company into shares, shares, shares of new legal entities;
5. the procedure for preparing, based on the results of the inventory, a separation balance sheet for all liabilities, assets and liabilities of the legal entity being divided, transferred to newly created legal entities; determination of persons who are instructed to sign the separation balance sheet;
6. share buyback price at the request of shareholders, if a joint-stock company is being reorganized (Article 78 of the Law);
7. the procedure for convening and holding general meetings of shareholders (participants) of each of the newly created legal entities (the procedure for making a decision by the owner of the property in the event of the creation of a unitary enterprise as a result of reorganization) to make the main decisions in relation to the new legal entity:
- about its creation;
- approval of the charter;
- choice of governing bodies;
- state registration.
On a note
Unlike legislation Russian Federation, which does not provide for the possibility of reorganizing joint stock companies by creating legal entities of other organizational and legal forms on their basis, the legislation of the Republic of Belarus does not restrict the choice of organizational and legal forms of newly created legal entities. This follows from Art. 18 of the Law.
The legislation does not determine the legal nature of the meeting of participants of each of the newly created legal entities, and hence the quorum for decision-making. Recommend in detail prescribe all the issues of convening and holding a meeting in the decision to convene and conduct it.
Rights of creditors upon reorganization
According to the first part of Art. 23 of the Law, the participants of the economic company or the body that made the decision on reorganization are obliged to notify the creditors of the company in writing.
Let's look at the construction of the norm. So, if the decision on reorganization was made by the general meeting of shareholders, then it must notify the creditors. In practice, this may raise the question of who should directly sign the notices to each creditor. In this case, we recommend instructing a specific person (for example, a manager) to sign notifications in the decision on reorganization.
The legislation does not speak about the requirements for the content of the notification of creditors. However, if it is a matter of protecting their rights, then the notified creditor must draw conclusions about the consequences of the reorganization for him. In this regard, we recommend that you indicate in the notification to whom and to what extent the obligations of the reorganized legal entity will be transferred.
Another important point is the choice of the date on which the persons who are creditors are determined. Article 23 of the Law provides that persons who are creditors for date of the decision on reorganization no later than 30 days from that date. Consequently, the reorganized business entity needs to identify creditors on the date of the decision to reorganize, for which purpose it is necessary to reconcile settlements with creditors, and then reconcile again when inventorying assets and liabilities.
All other persons, such as counterparties, who are not creditors of the reorganized economic company as of the date of the decision to reorganize, are notified of such a decision when concluding contracts with them.
Important!
In order to avoid disputable situations in contracts concluded after the decision on reorganization has been made, we recommend indicating that the party to the contract is in the process of reorganization in the form of separation and that all rights and obligations will be transferred to newly emerged legal entities in accordance with the separation balance sheet.
The legislation does not clearly indicate the consequences of failure to notify creditors of the re-organization. According to the Supreme Economic Court of the Republic of Belarus (letter of June 30, 2008 No. 03-29/1397 “On the procedure for notifying creditors of the reorganization of a legal entity”), creditors who are not notified of the reorganization of a legal entity may challenge it in court and demand recognize as invalid. This right comes from Art. 11 of the Civil Code, which provides, as one of the ways to protect civil rights, the restoration of the situation that existed before the violation of the right.
In accordance with Art. 56 of the Civil Code, the creditor has the right to demand the termination or early fulfillment of the obligation, the debtor of which is the reorganized legal entity, and compensation for losses. At the same time, the criteria for filing claims are not established for the creditor and there is no need to substantiate them. It is enough just to declare that the creditor wants to use the right granted to him to demand early termination of obligations.
The Civil Code does not contain a deadline for filing creditors' claims, as well as the moment from which it starts to flow. However, in Art. 23 of the Law states that the claims of the creditor are presented to the business entity in writing within 30 days from the date of sending the notice of reorganization. We recommend that you send it by registered mail with acknowledgment of receipt, so that you can determine whether the claim has been filed within the specified time.
Based on the analysis of legal norms, the absence of creditors' consent to the reorganization is not a reason to stop it. If the legal entity has already been reorganized, and the creditor makes a claim to it for early termination of obligations, he must send this claim to the legal successor of the reorganized legal entity.
Partition balance
According to Art. 55 of the Civil Code, the separation balance sheet, which is approved by the owner of the property (founders, participants) of the legal entity or the body that made the decision to reorganize, must contain provisions on the succession of all obligations of the reorganized legal entity in relation to all its creditors and debtors, including obligations disputed by the parties.
there are no requirements for the content and form of the separation balance sheet. Most often, the balance sheet is taken as the basis and columns are placed in it for the predecessor and for each of the successors. It is recommended to indicate the value of each asset and the amount of each liability with a detailed list of all debtors, creditors, taxes. The transferred obligation to each of the newly emerged legal entities is transferred in full, unless otherwise expressly provided in the separation balance sheet. In this case, it must indicate to whom and to what extent the rights and obligations are transferred from a specific obligation.
Participants of a business company independently decide how its obligations, assets and liabilities will be distributed among the legal entities being created. When separating the principle of proportional distribution of rights and obligations can not be observed, i.e. the number of transferred assets may not correspond to liabilities and vice versa, the legislation does not regulate these issues. However, we are of the opinion that the number of transferred assets should be balanced by the number of liabilities, since the essence of the balance is that it implies the equality of the active and passive parts.
Since the date of approval of the separation balance sheet does not coincide with the date of state registration of legal entities created as a result of reorganization, it cannot coincide with the date of the actual transfer of property and obligations. At the same time, the composition of assets and liabilities of the reorganized legal entity from the date of approval of the separation balance sheet and until the date of their actual transfer, there are changes associated with the implementation of economic activities. In what document and how to reflect such changes? The legislation left these issues at the mercy of the body that decides on the reorganization. Changes may be reflected in the preparation of opening balance sheets resulting from the reorganization of legal entities, or an additional separation balance sheet is approved based on the results of the reorganization, by analogy with the preparation of an interim liquidation balance sheet and liquidation balance sheet upon liquidation of an organization.
On a note
In the separation balance sheet, it is advisable to indicate the procedure for the transfer to newly created legal entities of the acquired (retired) property or the arisen (terminated) obligation indicated in the separation balance sheet, in the period from the moment of its approval until the state registration of newly created legal entities as a result of reorganization.
Formation of the statutory fund
The authorized capital of legal entities arising as a result of the division can be formed at the expense of:
- parts of the authorized capital of the company being reorganized;
- property (retained earnings, own funds) of the reorganized entity;
- own funds of participants (founders) (for example, money deposited into a temporary bank account).
Important!
If the structure of the legal entity created as a result of reorganization includes, for example, two persons, then the size of the statutory fund should not exceed the value of their shares in the statutory fund of the legal entity being reorganized. Otherwise tax authorities may see this as a gratuitous transfer of assets secured by this source.
Succession in case of reorganization in the form of division
Norm Art. 56 of the Civil Code, which allows joint and several liability of legal entities that have arisen as a result of the reorganization for the obligations of the reorganized legal entity, applies only to cases where the separation balance sheet does not allow determining the successor. However, if succession is clearly indicated in the separation balance sheet, then even if the rights and obligations are clearly disproportionate, the imposition of joint and several liability is not allowed.
Succession is not allowed when the rights and obligations are of a personal nature or a direct prohibition is established.
As a general rule, during reorganization, administrative permits are not transferred, succession occurs only in relation to property rights and obligations.
Actions after the reorganization
Invoices, invoices and acts of work performed are issued until the day of the reorganization on behalf of the predecessor from the date of reorganization– on behalf of the successor, since the reorganized legal entity ceases to operate from the date of making an entry on the state registration of newly created legal entities. Thus, in a reorganization in the form of separation, there is a period when economic activity cannot be carried out: there are still no seals of newly created legal entities, bank accounts have not been opened, strict reporting forms have not been reissued, and other issues have not been resolved.
According to paragraph 69 of the Regulations on licensing certain types of activities, approved by Decree of the President of the Republic of Belarus dated September 1, 2010 No. 450, a newly created legal entity, if it intends to carry out a licensed type of activity of a legal entity reorganized in the form of division, is obliged within a month from the date of its state registration apply for a new license.
The legal entities resulting from the division inherit, among other things, the contractual relationship with the counterparties, who must be aware of the change of party in the transaction. There are two ways to notify them: conclude additional agreements for each contract or notify the counterparty by letter. The first way is more reliable.
On a note
A legal entity terminating activities must draw up a final financial statements. It must be dated on the day preceding the date of entry in the Unified State Register of the division.
In accordance with Art. 39 of the Tax Code of the Republic of Belarus, the tax obligation of the reorganized organization is fulfilled and the penalties due are paid by its successor. If the separation balance sheet does not make it possible to determine the share of the successor or excludes the possibility of fulfilling by him the tax obligation in full (payment of penalties), the newly emerged organizations bear joint and several liability.
The moment of completion of the reorganization is the date of termination of the activities of the reorganized legal entity. There is no answer at the legislative level to questions related to the existence and activities of a legal entity terminated as a result of reorganization: who closes bank accounts, withdraws tax accounting, cancels shares, etc. It would be ideal if the legal entity being reorganized could resolve all these issues by the time the data on termination of activity is entered into the USR, but this entails a cessation of economic activity.
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Separation is one of the most popular forms of LLC reorganization. It is necessary if several founders have divergent views on the business or the company wants to distribute activities among independent enterprises. The separation procedure is simple, but requires accuracy in collecting and filling out documents. What are the features of the reorganization of an LLC in the form of separation and how to properly carry out the procedure from start to finish, we will consider in more detail.
Features and consequences
Reorganization in the form of separation is carried out in accordance with Art. 54 of the LLC Law. This means that one large company is divided into several smaller ones. At the same time, the parent company is liquidated, leaving behind a minimum of two and a maximum of as many enterprises as capital allows.
The parent company is liquidated, leaving behind a minimum of two and a maximum of as many enterprises as desired.
The main consequences of the division is the creation of several companies with the same rights and obligations as the previous one. Rights and obligations are distributed according to the decision of the founders on the basis of a document - a deed of transfer.
Motives for the division of the company
Among the motives for the division of the company, several frequency ones stand out:
- The founders of the company decided to disperse and continue the business on their own, during the reorganization by division, each receives its share, depending on the investment.
- Development of LLC structure and cost reduction.
- Division into companies with different activities.
- Improving competitiveness.
- Optimization of payments to the state treasury.
The reorganization of an LLC by division is regulated by the LLC Law and Art. 57 of the Civil Code of the Russian Federation. Therefore, it is so important to carry out the process consistently, with all the necessary documents accompanying it.
We divide correctly
The division of a limited liability company can be done in several basic steps.
Step One: Preparatory
At the first stage, the statutory documentation for future companies is thought out, an inventory is carried out, as a result of which a deed of transfer is drawn up, notifications of the upcoming meeting are sent to all participants in the meeting (no later than 30 working days in advance).
The founders of the company meet and put to a vote the issue of separation. At least 50% of the participants must vote for the reorganization. The decision is fixed by the minutes of the general meeting. At the meeting, it is necessary to approve the charters of new companies and the deed of transfer.
If the company has a single owner, a written decision is drawn up. Please note that in this case, the decision must indicate the persons who will become the founders of the new LLC.
Step three: collecting documentation and notifying government agencies
Participants need the same documents as with. The only difference is in the new charters for newly created companies and in the requirement of a notarized copy of the deed of transfer. Tax and FIU are notified. There are only 3 working days to notify funds after the meeting. After that, the tax office sends an audit to the LLC, but this is not a prerequisite. Small companies are checked less often, large companies more often.
Step Four: Lenders
If the separation was initiated at the initiative of one participant, the procedure can be carried out by a court decision.
Instead of the minutes of the Board of Founders, a copy of the court decision is attached to the main package. The rest of the documents are standard, as in any form of company reorganization:
- Minutes of the meeting of directors or a written decision from the sole owner indicating the form of reorganization.
- Application to the tax registration authority in the form 14001. The document is certified by a notary, stitched there.
- Accounting report for Last year work of the company and the deed of transfer.
- Charters of new companies in two copies.
- Certificate stating that you have notified creditors of the upcoming reorganization (copies of the publication may be attached).
- Certificate from the Pension Fund stating that the parent company has no debts.
- Warranty documentation that confirms the new legal addresses of the emerging companies. If the founders of the newly created companies are one at a time, then you can take their home address.
- Charter of the parent company.
- Copy of TIN and passports of all founders.
- Certificate of payment of state duty.
In conclusion, we add that in each region the package of documents can be supplemented, so we recommend that you clarify it in your tax office. It can take up to 3 months to verify documents, but sometimes the process can take up to six months.
The difference between the stages in various forms of reorganization is only in additional documents. You can divide a company in five stages, the main thing is to properly prepare a package of documents and pass a tax audit.
In the form of separation, this is the most profitable option for those companies that need to create a separate legal entity with the termination of the commercial activities of the first. It is in this that the division of a firm into two differs from the separation procedure, under which the primary form remains in the status of a legal entity.
Reorganization by the method of dividing a company is one that allows you to maintain existing business activities with minimal losses.
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The separation of the firm is resorted to when the existence and further activities of the company within the framework of a single firm is inefficient or difficult. Often, the decision to separate the company arises when there are controversial issues regarding the redistribution of the share of income between shareholders or members of the company.
In this case, the separation process may involve lengthy litigation and clarifications. In some situations, the division of the firm is resorted to in order to save the organization. This is necessary provided that the total volume of the company's liabilities significantly hinders its economic development.
In accordance with the deed of transfer, the obligations of the divided company are transferred to one of the legal entities that arises at the time of reorganization. In turn, the second person has the right not to assume the obligations of the divided company. It should be noted that the procedure for the division of a legal entity does not deprive it of its powers.
The reorganization of an LLC in the form of a division is quite often used at the time of the sale of a part of the company. At the same time, the direct separation process ensures the most effective transfer of rights to the divided company, bypassing bureaucratic obstacles.
Procedure conditions
Required documents
In order to complete the procedure for reorganizing a company through its division, you will need to provide the following package of documentation:
- articles of association;
- certificate of ORGN and TIN;
- minutes of the general meeting of shareholders;
- a document confirming the assignment of statistics codes;
- certificate of insurance from the FSS;
- notification to the insured from the PF;
- notification to the insured from the FMS;
- approximate separation balance sheet of the company;
- a document that will confirm the fact of notifying creditors of the intention to divide the legal entity;
- other list of documentation that is additionally required for the reorganization of the company through its division.
A complete list of documentation that is required to provide at the time of the creation of new organizations:
- full and abbreviated names of the companies being created;
- the size authorized capital companies;
- composition and data of constituent persons;
- TIN and passports of the heads of the newly created firms;
- Main purpose and type of activity;
- location of organizations;
- taxation system.
Stages
Suggested below step-by-step instruction reorganization of the company by its division:
- The general meeting of shareholders of the reorganized company makes a decision that concerns the features and conditions for the division of the company, the creation of new companies and the procedure for converting the shares of the company being divided into securities of the newly created companies.
- Adoption by the shareholders of the decision on the approval of new charters of organizations, as well as the election of the supervisory board.
- Carrying out state registration of organizations that were created as a result of separation, as an alternative form of reorganization of a legal entity;
- State registration of the process of issuing shares by new companies.
Circuit options
The simultaneous conduct of several types of business activities within the framework of the functioning of one company allows you to strengthen your business niche, simplify the process of managing an enterprise, and also increase its market value. However, this approach may not always be beneficial. So in what cases it is necessary to resort to the division of the company?
| Case one. When a company is forced to practice separate accounting | The division of business activity, which is caused by separate accounting, is an excellent reason for tax representatives to look for violations in taxation. As a rule, this accounting can be maintained by a company if:
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| Second case. Unbundling an organization to optimize taxes |
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| Case three. Separation of the firm subject to its participation in tenders | It is considered effective to resort to the division of the company with simultaneous affiliation in the event that the company takes part in various competitions, the basis of which are government contracts from other areas of activity. As a result, it becomes possible to protect your directions and your own assets. |
| Case four. Protect company assets as needed |
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2 types of company separation
There are several ways to divide a commercial organization:
In the process of division, independent and non-independent legal units can be created
Position of the law
The reorganization of an enterprise is a rather complicated procedure, which is associated with a lot of features. To ensure the interests of all participants in this process, as well as to comply with the norms and requirements of the current legislative framework, these features must be taken into account.
From the point of view of the law, in the process of division of the company, all property rights and obligations in the enterprise are transferred to the possession of each of the business entities directly according to the division act (balance sheet).
This process is carried out in appropriate proportions, and the sample documentation is transferred to each subject separately.
In accordance with the legislative framework, the division of the subject is carried out as follows:
- making a decision on reorganization through separation;
- determination of a part of the property and sources of its formation, which are transferred to each newly created business entity;
- approval of the constituent documents, the total amount of the statutory capital, the composition of the owners, as well as their share in the authorized capital;
- the state registration of established companies is carried out;
- the separation balance sheet is signed by the parties;
- a business entity that has been divided is excluded from the Unified State Register.