Registration of the reorganization of legal entities (transformation, division, merger, accession)
in cases of transformation (LLC into JSC, JSC into LLC), accession, merger, registration is carried out in 2 STAGES:
STAGE 1: registration of the decision to terminate the legal entity in the order of transformation / accession / merger – with the appointment of a liquidator (termination commission) and determination of the terms of filing claims by creditors
STAGE 2: registration of the final termination of the current legal entity with simultaneous registration of the creation of a new legal entity-successor (in the case of transformation, merger) OR with simultaneous registration of the fact of succession of the rights and obligations of the terminated legal entity by another legal entity (in the case of accession).
STAGES (ALGORITHM) of reorganization are defined by parts 4-8 of article 4 of Law No. 755-IV of 05.15.2003.
LIST OF DOCUMENTS submitted to the registrar at each stage is prepared in accordance with the requirements of parts 1, 15-17 of article 17 of the same Law.
Attention! At the time of submission of documents for the final termination of the current legal entity in the Ukrainian Unified State Register of Legal Entities (USRLE), there must be notifications from the tax authorities regarding the absence of their objections to the termination. Such absence of objections is ensured by passing inspections, removal from tax control and the absence of tax and SSC (single social contribution) arrears in the terminated legal entity. The absence of tax objections can be previously verified by a notary in the USRLE at the client’s request.