The procedure for accepting fixed assets for accounting after the reorganization of a company in the form of a spin-off. Revaluation of fixed assets during reorganization Reorganization in the form of merger accounting of fixed assets

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, 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 inventories 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.

A situation is possible when 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

The 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 debit and credit turnover 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 formed: 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.

An organization wants to “transition” from a closed joint stock company to an LLC.

How will this affect accounting: will the LLC be considered a new organization and accounting will begin from scratch, or will the LLC be the legal successor of the CJSC and from the date of transition only the organizational and legal form (OLF) will change?

A detailed answer to this question, based on individual written consultation provided as part of the Legal Consulting service, was prepared by the Expert of the GARANT Legal Consulting Service, professional accountant Ekaterina Lazukova.

From a legal point of view, the “transition” of a closed joint stock company into an LLC is a reorganization in the form of a transformation.

The essence of the reorganization in the form of transformation is the termination of the existence of the closed joint-stock company and the formation on its basis of a legal entity of another private limited liability company - LLC.

A legal entity is considered reorganized, with the exception of cases of reorganization in the form of affiliation, from the moment of state registration of newly emerged legal entities (clause 4 of article 57 of the Civil Code of the Russian Federation, clause 4 of article 15 of the Law on JSC).

When a company is transformed into a legal entity of another OPF, the rights and obligations of the reorganized legal entity in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants), the change of which is caused by the reorganization (clause 5 of article 58 of the Civil Code of the Russian Federation, clause 4 of art. 20 Federal Law dated December 26, 1995 N 208-FZ “On JSC”).

Thus, as a result of the reorganization, one legal entity (CJSC) not only changes its name, but completely ceases to exist, and a new legal entity (LLC) is formed in its place. These organizations - LLC and CJSC, are essentially different legal entities.

Part 3 art. 6 Federal Law dated December 6, 2011 N 402-FZ “On Accounting” (hereinafter referred to as Law N 402-FZ) stipulates that accounting is carried out continuously from the date of state registration until the date of termination of activities as a result of reorganization or liquidation.

Therefore, it is impossible to simply continue accounting (in the same 1 C program database) after the reorganization.

The newly created LLC will have its own accounting, but such accounting will not be kept “from scratch,” but on the basis of data obtained from the accounting of an organization that has ceased operations (CJSC).

Accounting

Accounting for transactions and their reflection in reporting during the reorganization of legal entities are carried out in accordance with the Methodological Instructions for the formation of accounting records during the reorganization of organizations, approved by Order of the Ministry of Finance of Russia dated May 20, 2003 N 44n (hereinafter referred to as the Methodological Instructions).

1. Accounting in a reorganized organization (CJSC)

According to clause 9 of the Methodological Instructions, on the day preceding the date of entry into the Unified State Register of Legal Entities (hereinafter referred to as the Register) of the corresponding entry (about the emerging organization - in the case of reorganization in the form of transformation), the reorganized organization that ceases its activities draws up final accounting reports.

In this case, the final accounting statements are drawn up in accordance with PBU 4/99 “Accounting statements of an organization” (hereinafter referred to as PBU 4/99) and Order of the Ministry of Finance of Russia dated 07/02/2010 N 66n “On forms of accounting statements of organizations” in the scope of the annual accounting forms previously adopted by the organization, for the period from the beginning of the reporting year until the corresponding entry about newly established organizations is made in the Register.

In accordance with paragraph 42 of the Methodological Instructions, when preparing the final accounting statements of a 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.

Consequently, when compiling the final accounting statements of the reorganized organization, it is necessary to carry out, among other things, a balance sheet reform.

According to Part 1 of Art. 16 of Law N 402-FZ, the last reporting year for a reorganized legal entity, with the exception of cases of reorganization in the form of merger, is the period from January 1 of the year in which the state registration of the last legal entity that emerged was carried out until the date of such state registration.

That is, the last reporting year for a closed joint-stock company is the period from 01/01/2014 to the date of state registration of the LLC.

Thus, in the situation under consideration in the reorganized organization (CJSC), it was necessary to close account 99 “Profits and losses” on the day preceding the day of creation of the LLC, and draw up final accounting statements for the period from 01/01/2014 to the date from which the LLC will be registered.

As stated above, accounting must be maintained continuously from the date of state registration until the date of termination of activity as a result of reorganization (Part 3 of Article 6 of Law No. 402-FZ). Therefore, the latest accounting statements should reflect data on those facts of economic life that took place during the period from the date of approval of the transfer act (PA) (separation balance sheet (RB)) to the reporting date, including expenses incurred in connection with the reorganization (Part 4 Article 16 of Law No. 402-FZ, paragraphs 16, 22, 29, 37 of the Guidelines).

Note

Since 01.09.2014, in connection with the adoption of Federal Law dated 05.05.2014 N 99-FZ, the concept of the Republic of Belarus is no longer mentioned in the Civil Code of the Russian Federation. When implementing such forms of reorganization as division and spin-off, it is now required to draw up a PA, and not a separation balance sheet, as was previously the case (clauses 3 and 4 of Article 58 of the Civil Code of the Russian Federation).

Despite the changes made to the Civil Code of the Russian Federation, the norm of Part 4 of Art. 16 of Law N 402-FZ, not to mention the Methodological Instructions, has not undergone any changes. As before, in the designation of the period, information about which should be included in the final accounting records of persons in the process of reorganization, in addition to PA, the concept of RB is also retained. We believe that the legislator will subsequently make the necessary technical amendments to this norm.

Despite the fact that the Civil Code of the Russian Federation no longer determines the type of document that will establish the scope of transferable rights and obligations when implementing other forms of reorganization (merger, accession, transformation), based on the fact that in these cases only complete succession is possible, it is obvious that for accounting purposes, such a document, which will indicate the relevant assets and liabilities transferred by the party (parties), must be. But, unlike the PA, drawn up in accordance with the requirements of Art. 59 of the Civil Code of the Russian Federation, this document will be compiled exclusively for internal use.

Such a document can be presented

PA (transfer and acceptance certificate)
An inventory list of all types of assets and liabilities (which will be compiled based on the results of the inventory carried out in connection with the reorganization), etc.

The type of document that will record all assets and liabilities to be transferred, as well as its form, must be determined by the head of the economic entity upon the recommendation of the official charged with accounting. This right is granted to the head of Part 4 of Art. 9 of Law No. 402-FZ.

In this case, it is necessary to approve the form of this document with the accounting policy of the organization (clause 4 of PBU 1/2008 “Accounting Policy of the Organization”).

When drawing up final statements, it is necessary to keep in mind that for accounting purposes, the transfer of property and liabilities in the order of transformation according to PA or separation balance sheet is not considered as a sale or as a gratuitous transfer, and therefore it is not reflected in any entries in the accounting accounts of the reorganized organization (clause. 11 Guidelines).

That is, in the accounting of a reorganized organization (CJSC), no entries will reflect, for example, the transfer of fixed assets, inventories, other assets, and liabilities to a newly created organization (LLC) as a result of transformation.

For your information

Based on the PA, property and liabilities are transferred to the successor (LLC). At the same time, the date of preparation of these documents and the reporting date (the date of making the corresponding entry in the Register) for which the last accounting reports are compiled often do not coincide.

In this regard, information about property and liabilities indicated in the latest accounting statements of the reorganized organization may not correspond to those reflected in the PA.

Changes in the value of the transferred property and liabilities that arise during this period should be disclosed in an explanatory note to the interim and (or) annual financial statements, final accounting reports, or in clarifications to the PA or RB (clause 10 of the Methodological Instructions).

The accounting legislation, as well as the tax legislation, do not provide for the submission of a mandatory copy of the accounting (financial) statements to any official bodies (state statistics body and the tax authority at the location of the organization). Such an obligation is established by law only in relation to annual accounting (financial) statements (Part 1, Article 18 of Law No. 402-FZ, Subclause 5, Clause 1, Article 23 of the Tax Code of the Russian Federation).

2. Accounting in an organization resulting from reorganization (LLC)

The first reporting year for a legal entity arising as a result of reorganization is the period from the date of its state registration to December 31 of the year in which the reorganization took place, inclusive, unless otherwise established by federal standards (Part 5 of Article 16 of Law No. 402-FZ). Therefore, the first reporting year for an LLC will be the period from the date of its creation to December 31, 2014.

In the introductory accounting records that arose as a result of 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 PA or RB approved in the prescribed manner, as well as data from the final accounting statements of the reorganized organizations, compiled taking into account the emerging changes in the composition and value of transferred property and liabilities (clause 13 of the Guidelines).

The introductory accounting statements of the organization that arose as a result of the transformation (LLC), by virtue of clause 3 of the Methodological Instructions, are compiled by transferring the indicators of the final accounting statements of the reorganized organization (CJSC), taking into account the features provided for in clause 44 of the Methodological Instructions.

The procedure for recording a newly created organization (LLC) as a result of transformation is not currently provided for by accounting regulations.

Therefore, it seems that the LLC has the right to independently develop a methodology for reflecting such transactions in accounting and consolidate it in the accounting policy (clause 7 of PBU 1/2008 “Accounting Policy of the Organization”).

For example, the acceptance of assets and liabilities in the accounting of a newly created organization (LLC) as a result of transformation can be reflected using an auxiliary off-balance sheet account 00.

The wiring in this case will look like this:

Debit 01 Credit 00

The cost of fixed assets received by the LLC as a result of reorganization is taken into account in the assessment reflected in the PA or RB

Debit 10, 41, etc. Credit 00

Reflects the residual value of materials, goods and other assets received by the LLC as a result of the reorganization

Debit 00 Credit 60 (76, etc.)

Reflects the obligations received by the LLC as a result of the reorganization

Moreover, the value of the property, including fixed assets, is reflected by the LLC in its accounting in the assessment at which they are reflected in the PA or RB, taking into account the numerical indicators of the accounting records of the reorganized organization as of the date of entry into the Register of an entry about the emerging organization. This conclusion follows from clause 7 of the Methodological Instructions, according to which 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 cost (actual cost of inventories, initial cost of financial investments and others).

Each fact of economic life is subject to registration with a primary accounting document (Part 1, Article 9 of Law No. 402-FZ). That is, the acceptance for accounting of assets and liabilities received from a closed joint-stock company must be formalized with the appropriate documents. In Part 2 of Art. 9 of Law N 402-FZ provides a list of mandatory details of primary accounting documents. The primary accounting document must be drawn up when a fact of economic life is committed, and if this is not possible, immediately after its completion (Part 3 of Article 9 of Law No. 402-FZ). At the same time, it has been established that the forms of primary accounting documents are approved by the head of an economic entity on the recommendation of the official who is entrusted with accounting (Part 4 of Article 9 of Law No. 402-FZ).

In this case, unified primary documents can be used as primary accounting documents, which are used when accepting a particular property for accounting in the event of its usual receipt by the organization. For example, when accepting fixed assets, you can use: Act in form OS-1 and Inventory card for recording a fixed asset object OS-6 (approved by Resolution of the State Committee on Statistics of the Russian Federation dated January 21, 2003 N 7). Instead of these forms, you can use forms that you have developed yourself.

Tax reporting

Clause 1 Art. 55 of the Tax Code of the Russian Federation establishes that a tax period is understood as a calendar year or another period of time in relation to individual taxes, at the end of which the tax base is determined and the amount of tax payable is calculated. A tax period may consist of one or more reporting periods.

According to paragraph 3 of Art. 55 of the Tax Code of the Russian Federation, if an organization was reorganized before the end of the calendar year, the last tax period for it is the period from the beginning of this year until the day the reorganization is completed. This means that the last tax period for the closed joint-stock company will be the period from 01/01/2014 until the day of completion of the reorganization.

Clause 2 art. 55 of the Tax Code of the Russian Federation determines that if an organization was created after the beginning of the calendar year, the first tax period for it is the period from the date of its creation to the end of that year. In this case, the day of creation of the organization is recognized as the day of its state registration.

When an organization is created on a day falling within the period from December 1 to December 31, the first tax period for it is the period from the date of creation to the end of the calendar year following the year of creation (paragraph 2 of clause 2 of Article 55 of the Tax Code of the Russian Federation).

Therefore, if an LLC is registered in the prescribed manner in the period from December 1 to December 31, 2014, then the first tax period for it will be the period from the date of creation to the end of 2015. If the LLC is registered in the period from January 1 to November 30, 2015, the first tax period for it will be the period from the date of registration to December 31, 2015.

However, it should be borne in mind that in relation to those taxes for which the tax period is established as a calendar month or quarter (for example, VAT), the rules provided for in paragraphs. 2, 3 tbsp. 55 of the Tax Code of the Russian Federation do not apply (clause 4 of Article 55 of the Tax Code of the Russian Federation). In such cases, changes in individual tax periods are made in agreement with the tax authority at the place of registration of the taxpayer.

Clause 9 art. 50 of the Tax Code of the Russian Federation provides that when one legal entity is transformed into another, the newly established legal entity is recognized as the legal successor of the reorganized legal entity in terms of fulfillment of obligations to pay taxes. Thus, the submission of tax returns for CJSC is assigned to the LLC.

The norms of the Tax Code of the Russian Federation do not establish any special deadlines for submitting tax returns to the tax authorities and deadlines for paying taxes for the last tax period when reorganizing an organization. In this regard, the authorized bodies invariably indicate that tax returns for the last tax period for taxes of the reorganized organization must be submitted to the tax authority no later than the deadlines established by part two of the Tax Code of the Russian Federation for the submission of tax returns for the reporting (tax) period in which the reorganization will be completed ( letters of the Ministry of Finance of Russia dated December 11, 2007 N 03-02-07/1-477, dated June 23, 2006 N 03-02-07/2-47).

So, according to paragraph 4 of Art. 289 of the Tax Code of the Russian Federation, tax returns (tax calculations) for income tax based on the results of the tax period are submitted by taxpayers no later than March 28 of the year following the expired tax period. From a direct reading of this norm it follows that for the tax period lasting from 01/01/2013 until the day of completion of the reorganization, the CJSC is obliged to submit a tax return no later than 03/28/2015. A similar conclusion was made in the letter of the Federal Tax Service dated 03/09/2011 N KE-4-3/3609@, letter of the Ministry of Finance dated 09/25/2012 N 03-02-07/1-229. Ch. 25 of the Tax Code of the Russian Federation does not provide for the specifics of calculating and paying advance payments for corporate income tax when reorganizing an organization in the form of transformation.

Similar conclusions follow from paragraph 3 of Art. 363.1, clause 3, art. 386 of the Tax Code of the Russian Federation in relation to, for example, tax returns for transport tax and property tax.

However, the tax period for VAT (and other taxes for which the tax period is a month or a quarter) is determined in a special manner; to determine it, you should contact the tax authority at your place of registration.

The reorganization of the organization does not in any way affect the established clause 2 of Art. 230 of the Tax Code of the Russian Federation, deadlines for submitting information about the income of individuals (letter of the Ministry of Finance dated September 25, 2012 N 03-02-07/1-229). At the same time, according to the explanations given in letters from regulatory authorities and the Ministry of Finance, the fulfillment of the obligation to provide information on the income of a legal entity by the legal successors of a reorganized legal entity is unlawful. The reorganized organization is obliged to provide information on the income of the individual (in form 2-NDFL, approved by order of the Federal Tax Service of Russia dated November 17, 2010 N ММВ-7-3/611@) for the period from the beginning of the year until the day of completion of the reorganization (see letters from the Ministry of Finance of Russia dated July 19 .2011 N 03-04-06/8-173, Federal Tax Service of Russia dated October 26, 2011 N ED-4-3/17827@, Federal Tax Service of Russia for Moscow dated April 1, 2008 N 09-14/031191).

Reporting to the Funds

Part 16 art. 15 Federal Law dated July 24, 2009 N 212-FZ "On insurance contributions to the Pension Fund of the Russian Federation, the Federal Social Insurance Fund of the Russian Federation, the Federal Compulsory Medical Insurance Fund" (hereinafter referred to as Law N 212-FZ) provides that in the event of a reorganization of the payer of insurance premiums - an organization, payment of insurance premiums, as well as submission settlements for accrued and paid insurance premiums are carried out by his legal successor, i.e. OOO.

By virtue of paragraph 1 of Art. 23 Federal Law of July 24, 1998 N 125-FZ “On compulsory social insurance against accidents at work and occupational diseases” (hereinafter referred to as Law N 125-FZ) in the event of reorganization of the insurer (LE), his obligations for submitting reports and paying insurance premiums are transferred to his successor.

Law No. 212-FZ and Law No. 125-FZ do not establish any specifics regarding the timing of reporting in the event of reorganization. In this regard, we believe that the corresponding calculations to the Social Insurance Fund and the Pension Fund of the Russian Federation should be submitted by the legal successor of the reorganized organization within the time limits established by part 9 of Art. 15 of Law No. 212-FZ and paragraph 1 of Art. 24 of Law No. 125-FZ.

It should be borne in mind that, by virtue of Part 4 of Art. 10 of Law N 212-FZ, the last payment period for insurance premiums for a reorganized organization is the period from the beginning of the calendar year in which the reorganization took place until the day the reorganization is completed (resolution of the Federal Antimonopoly Service of the Moscow District dated July 15, 2014 N F05-7092/14 in case N A40 -147670/2013, resolution of the Ninth Arbitration Court of Appeal dated 04/07/2014 N 09AP-8136/14, resolution of the Sixth Arbitration Court of Appeal dated 10/10/2012 N 06AP-3804/12).

Reporting to the Pension Fund of the Russian Federation using personalized accounting

In accordance with paragraph 3 of Art. 11 Federal Law of 01.04.1996 N 27-FZ “On individual (personalized) accounting in the compulsory pension insurance system” (hereinafter referred to as Law N 27-FZ), clause 37 of the Instructions on the procedure for maintaining individual (personalized) accounting of information about insured persons, approved by order of the Ministry of Health and Social Development of Russia dated December 14, 2009 N 987n, during the reorganization of the insurer - a legal entity, it (the legal entity) provides the information provided for in clauses 2 and 2.1 of Art. 11 of Law N 27-FZ, within one month from the date of approval of the PA (RB), but no later than the day of submission to the federal executive body that carries out state registration of legal entities and individual entrepreneurs, documents for state registration of the legal entity created through reorganization.

Types of services from AAA-Investments LLC

Registration of companies (LLC/IP; PJSC/JSC)
Registration of non-profit organizations
Registering changes
Purchase and sale of shares
Changes to the Criminal Code
Changes in the types of activities of the company (OKVED)
Bringing the charter into compliance with Federal Law No. 312-FZ
Change of name, legal address
Liquidation and reorganization of LLC/PJSC/JSC (CJSC)
Termination of activities as an individual entrepreneur
Other services
Entry into the register of small businesses in Moscow

We are glad to see you among our Clients!

And property owned by a legal entity can be transferred to another legal entity according to the following options:

reorganization in the form of spin-off;
reorganization in the form of division;
contribution of property to the authorized capital;
transfer under a purchase and sale agreement.

Let's take a closer look at the listed options.

1. Reorganization in the form of spin-off

Reorganization - one of the methods of formation or liquidation of a legal entity, which must take place according to the rules established by Articles 57-60 of the Civil Code. The reorganization process is based on universal succession, which is a special procedure for the transfer of all property, property rights and obligations of the reorganized organization to its successor.

Reorganization can be carried out in the form of division, separation. Reorganization of a legal entity (including in the form of separation, division) can be carried out by decision of its founders (participants) (Clause 1 of Article 57 of the Civil Code of the Russian Federation). In this case, a legal entity is considered reorganized from the moment of state registration of newly emerged legal entities (clause 4 of article 57 of the Civil Code of the Russian Federation).

When selected from the composition of the legal entity of one or more legal entities, the rights and obligations of the reorganized legal entity are transferred to each of them in accordance with the separation balance sheet (clause 4 of article 58 of the Civil Code of the Russian Federation, subclause 1, 3 of article 55 of the law of 02/08/1998 No. 14-FZ “On Limited Liability Companies”).

Document flow

In accounting, the procedure for reorganizing an enterprise is regulated by the Methodological Guidelines for the preparation of financial statements when carrying out the reorganization of organizations, approved by Order of the Ministry of Finance of Russia dated May 20, 2003 No. 44n (hereinafter referred to as the Guidelines).

The primary documents related to the reorganization, based on paragraph 4 of the Guidelines, are:

constituent documents of organizations resulting from reorganization;
decisions of the founders on reorganization;
transfer deed or separation balance sheet.

Carrying out an inventory

According to paragraph 1 of Article 59 of the Civil Code, the separation balance sheet 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.

In order to establish reliable information about the property transferred during the reorganization, the reorganized organization is obliged to conduct an inventory of property and liabilities, provided for in paragraph 27 of the Regulations on maintaining accounting and financial reporting in the Russian Federation and paragraph 1.5 of the Guidelines for the inventory of property and financial obligations (order of the Ministry of Finance of Russia dated 06/13/1995 No. 49).

In accordance with paragraph 7 of the Methodological Instructions, the assessment of property transferred by way of legal succession can be carried out in one of the following ways:

at the residual value in the amount given according to the corresponding numerical indicators in the financial statements;
at the current market value in the amount of the expert assessment of the value of this property;
at a different cost (actual cost of inventories, initial cost of financial investments, etc.).

Arbitrage practice

If an assessment at the current market value is provided, such value must be confirmed by independent assessment data and reflected in the transfer act or separation balance sheet (Resolution of the Federal Arbitration Court of the North-Western District dated January 30, 2007 No. A66-3061/2006).

Reorganized organization

The object of VAT taxation is transactions involving the sale of goods (work, services) on the territory of the Russian Federation (subclause 1, clause 1, article 146 of the Tax Code of the Russian Federation).

In accordance with subparagraph 2 of paragraph 3 of Article 39 of the Tax Code, the transfer of fixed assets, intangible assets and (or) other property of an organization to its legal successor(s) during the reorganization of this organization is not recognized as the sale of goods, work or services.

According to paragraph 8 of Article 162.1 of the Tax Code, when transferring fixed assets to the legal successor, upon acquisition (import) of which the amounts of tax were accepted by the reorganized (reorganized) organization for deduction in the manner prescribed by Chapter 21 of the Tax Code, the corresponding amounts of tax are not subject to restoration and payment to the budget of the reorganized (reorganized) organization.

Thus, the reorganized and newly created organizations do not have obligations to calculate and pay VAT based on the results of the reorganization.

This point of view is also confirmed by the letter of the Ministry of Finance of the Russian Federation dated April 22, 2008 No. 03-07-11/155.

Assignee

The legal successor does not incur VAT upon receipt.

Income tax

Reorganized organization

For profit tax purposes, the transfer of a fixed asset to a newly created organization (successor) during reorganization is not recognized as a sale (subclause 2, clause 3, article 39 of the Tax Code).

In accordance with paragraph 3 of Article 251 of the Tax Code, the transfer of property to the legal successor as part of the reorganization does not lead to the formation of taxable income for him.

Depreciation is not accrued by the reorganized organization from the 1st day of the month following the month in which the reorganization was completed (clause 6 of Article 259 of the Tax Code of the Russian Federation).

The transfer of property during reorganization according to the separation balance sheet from one organization to another is not considered for accounting purposes as a sale of property or as its gratuitous transfer. Such transfer is not reflected in accounting records (clause 11 of the Methodological Instructions 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).

Assignee

The cost of fixed assets received by an organization created through a spin-off is not taken into account as part of income when determining the tax base for income tax (clause 3 of Article 251 of the Tax Code of the Russian Federation).

The property is accepted by the successor for tax accounting at the value reflected in the tax accounting of the transferring party on the date of transfer of ownership. When receiving fixed assets during the reorganization process, they are accepted by the successor for tax accounting at their residual value according to the tax accounting data of the transferring party (clause 2.1 of Article 252 of the Tax Code of the Russian Federation).

It is recommended, in order to bring the tax and accounting records of a newly created organization closer together, to determine a unified procedure for assessing the transferred property and to consolidate this procedure in the decision of the LLC participants to carry out a reorganization in the form of a spin-off.

If the accounting determines the transfer at the current market value, expenses (income) from the revaluation of property are not accepted for tax accounting.

In accordance with Article 259 of the Tax Code, depreciation is calculated in relation to an object of depreciable property in accordance with the depreciation rate determined for this object based on its useful life.

If the successor received used fixed assets during the reorganization process, then he has the right to charge depreciation on them based on the remaining useful life according to the transferring party (i.e., the useful life established by the previous owner is taken, reduced by the number of years (months) exploitation of this property by the previous owner) (clause 14 of article 259 of the Tax Code of the Russian Federation).

Depreciation is accrued by the legal successor from the 1st day of the month following the month in which its state registration was carried out (clause 6 of Article 259 of the Tax Code of the Russian Federation). We present the data in Table 1.

2. Reorganization in the form of division

Similar to reorganization in the form of separation, a legal entity is considered reorganized in the form of division from the moment of state registration of newly emerged legal entities (Clause 4 of Article 57 of the Civil Code of the Russian Federation).

When a legal entity is divided, its rights and obligations pass to the newly emerged legal entities in accordance with the separation balance sheet (clause 3 of article 58 of the Civil Code of the Russian Federation, subsections 1, 4 of article 54 of the law of 02/08/1998 No. 14-FZ “On limited liability companies").

The document flow procedure is provided for in the Methodological Instructions and is similar to reorganization in the form of separation. At the same time, an inventory is also carried out.

Valuation of transferred property for accounting purposes

The procedure for assessing the transferred property is similar to the procedure for reorganization in the form of separation (see above) and is set out in paragraph 7 of the Methodological Instructions.

The transferred property is valued according to the decision of the founders. Moreover, if it is decided to carry out an assessment based on the residual value (actual cost of inventories, initial cost of financial investments), then in the transfer act or separation balance sheet the value of the transferred property will be equal to that indicated in the financial statements, which served as the basis for the preparation of these documents.

Accounting

According to paragraph 26 of the Methodological Instructions, in the event of a company reorganization in the form of division, the numerical indicators of the financial statements are divided between the newly created organizations in accordance with the decision of the founders.

Reorganized organization

For accounting purposes, reorganized organizations accrue depreciation until the date of making an entry about the reorganization in the Unified State Register of Legal Entities.

Assignee

Newly created organizations charge depreciation on non-current assets from the 1st day of the month following the month in which they passed state registration. The newly created organization may establish depreciation rates and service life that are different from those used by the reorganized organization. Obligations to creditors are reflected in the transfer deed or separation balance sheet at the same valuation as in the accounting records of the transferor. In this case, losses due for compensation to creditors are taken into account.

Value added tax and income tax

Similar to the above for reorganization in the form of a spin-off. We present the data in Table 2.

3. Contribution to the authorized capital

Accounting with the founder (transferring party)

Income tax

Towards the formation of the authorized capital, non-monetary contributions can also be made, which, in turn, can be fixed assets.

According to subparagraph 4 of paragraph 3 of Article 39 of the Tax Code, the transfer of property is not recognized as a sale of goods, work or services if such transfer is of an investment nature (in particular, a contribution to the authorized capital).

Subparagraph 2 of paragraph 1 of Article 277 of the Tax Code states that an organization acquiring shares and shares in the authorized capital of other organizations does not experience profit or loss when transferring property in payment for these shares or shares. Consequently, when contributing fixed assets as a contribution to the authorized capital, income and expenses do not arise. In this case, the value of the acquired shares or shares is recognized as equal to the residual value of the contributed property and is determined according to tax accounting data on the date of transfer of ownership of this property, taking into account additional expenses that are recognized for tax purposes of the transferring party upon such contribution.

Accounting

Monetary valuation of non-monetary contributions of participants is carried out by the founders by mutual agreement, however, in cases where the value of the objects contributed to the authorized capital exceeds 200 minimum wages (currently 20,000 rubles), such valuation must be confirmed by an independent appraiser.

The monetary valuation of non-monetary contributions, agreed upon by the founders and confirmed by an independent appraiser, is recognized as the initial cost of fixed assets contributed to the formation of the authorized capital (clause 9 of PBU 6/01 “Accounting for fixed assets”, approved by order of the Ministry of Finance of Russia dated March 30, 2001 No. 26n (hereinafter referred to as PBU 6/01)).

Based on clause 14 of PBU 19/02 “Accounting for financial investments” (approved by order of the Ministry of Finance of Russia dated December 10, 2002 No. 126n (hereinafter referred to as PBU 19/02)) in the balance sheet of the transferring party, instead of an asset accounted for at historical cost, a financial investment in a valuation agreed upon by the participants.

The procedure for forming the initial cost of the financial investments of the transferring party is defined in paragraph 9 of PBU 19/02. In this case, the initial cost is the actual costs of the organization. And the actual costs are the residual value of the transferred property.

In accounting and tax accounting, the value of the acquired share in the authorized capital is determined based on the residual value of the property transferred as a contribution. But in accounting, the value of the financial investment also includes the amount of value added tax recovered by the institution when transferring property to the authorized capital.

Letter of the Ministry of Finance of Russia dated October 30, 2006 No. 07-05-06/262 states that the amount of VAT subject to recovery when transferring fixed assets as a contribution to the authorized capital of other organizations is included in the initial cost of financial investments.

And in tax accounting, the restored amount of VAT is not included in the cost of the acquired share, since it relates to expenses not taken into account for profit tax purposes, given in paragraph 19 of Article 270 of the Tax Code.

Value added tax

When transferring property as a contribution to the authorized capital, it is necessary to take into account that the transferring party is obliged to restore VAT. Tax amounts are subject to restoration in the amount previously accepted for deduction, and in relation to fixed assets - in the amount proportional to the residual (book) value without taking into account revaluation (subclause 1, clause 3, article 170 of the Tax Code of the Russian Federation).

In tax accounting, the restored tax is not included in the value of the transferred property. It is, as it were, in excess of the value of the property, transferred to the company, the founder of which is the organization, and then accepted for deduction by the receiving party.

The tax amount is restored and transferred to the budget. An invoice is not issued, but the details of the invoice for which the deduction was initially claimed when purchasing this property are recorded in the sales book. In this regard, the recently published letter of the Ministry of Finance of Russia dated May 20, 2008 No. 03-07-09/10 is interesting. It says that if an organization does not have invoices for fixed assets due to the expiration of their storage period, when restoring the amounts of VAT accepted for deduction on these fixed assets, it is possible to register an accountant’s certificate in the sales book, which reflects the amount of VAT, calculated in the manner established by paragraph 3 of Article 170 of the Tax Code.

The calculation of VAT subject to restoration is carried out using the tax rates in effect during the period of application of tax deductions.

At the same time, it is reported that this letter from the Department does not contain legal norms or general rules specifying the regulatory requirement, and is not a regulatory legal act. Referring to the letter of the Ministry of Finance of Russia dated 08/07/2007 No. 03-02-07/2-138, it is said that this letter is of an informational and explanatory nature on the application of the legislation of the Russian Federation on taxes and fees and does not interfere with following the norms of tax legislation and fees in an understanding different from the interpretation set out in the letter.

Currently, the procedure for accounting for transferred VAT is not provided for by regulatory legal acts on accounting. At the same time, the Ministry of Finance of Russia provided clarifications in letters dated December 19, 2006 No. 07-05-06/302, dated October 30, 2006 No. 07-05-06/262, according to which when transferring property as a contribution to the authorized capital of another organization, the amount of VAT is reflected in the debit of the VAT account in correspondence with the credit of the additional capital account.

In practice, situations are possible when the constituent documents of the LLC participants establish that the transferred right to deduct VAT also forms a contribution to the authorized capital. In this case, both the transferred property itself and VAT, which is essentially a transferred right with a monetary value, will form the authorized capital of the LLC and, therefore, will be reflected in the credit of account 80 and on line 410 “Authorized capital” of the balance sheet.

Accounting for a newly created organization
(the host)

Income tax

Article 277 of the Tax Code establishes that property (property rights) received in the form of a contribution (contribution) to the authorized (share) capital of an organization, for profit tax purposes, is accepted at the cost (residual value) received as a contribution (contribution) to the authorized (share) capital ) capital of property (property rights). The cost (residual value) is determined according to the tax accounting data of the transferring party on the date of transfer of ownership of the specified property (property rights), taking into account additional expenses that, with such payment (contribution), are made by the transferring party, provided that these expenses are defined as a contribution (contribution) to the authorized (share) capital.

For profit tax purposes, the initial cost of fixed assets received as a contribution to the authorized capital is recognized as equal to the residual value of the contributed property, determined according to the tax accounting data of the founding organization.

According to the letter of the Ministry of Finance of Russia dated December 6, 2006 No. 03-03-04/1/813, the cost of an object of fixed assets received from the founder as a contribution to the authorized capital is determined according to the tax accounting data of the transferring party on the date of transfer of ownership of it property (property rights), taking into account additional expenses that, with such payment (contribution), are made by the transferring party, provided that these expenses are defined as a contribution (contribution) to the authorized (share) capital.

The amount of restored VAT is indicated in the documents used to formalize the transfer of this property.

Accounting

Paragraph 8 of PBU 6/01 determines that the initial cost of fixed assets acquired for a fee is the amount of the organization's actual costs for acquisition, construction and production, with the exception of value added tax and other refundable taxes.

Value added tax

As stated above, according to paragraph 3 of Article 170 of the Tax Code, the amounts of VAT accepted for deduction on fixed assets are subject to restoration by the taxpayer in cases of transferring them as a contribution to the authorized capital of business companies in an amount proportional to their residual (book) value without taking into account revaluation .

Amounts of tax subject to recovery in accordance with the specified paragraph of the Tax Code are not included in the cost of property in the case of using fixed assets to carry out transactions recognized as an object of taxation, and are subject to tax deduction from the receiving organization in the manner established by paragraph 11 of Article 171 of the Tax Code. In this case, the amount of restored VAT is indicated in the documents that formalize the transfer of this property.

For clarity, let's look at the situation using a simple example.

Example 1

Collapse Show

A legal entity established a subsidiary and contributed a building to the authorized capital, the residual value of which is 70 million rubles. At the time of purchasing the building, the organization paid VAT (18%) and reimbursed it from the budget.

The estimated value of the building is equal to the residual value and the amount of the declared contribution to the authorized capital.

To simplify the example, let’s consider the transfer and acceptance of property without transferring it from account 01 to account 01 “disposal”, as well as writing off accumulated depreciation to this account.

3.1. Accounting for a plot of land

According to Article 35 of the Land Code, when ownership of a building located on someone else’s land is transferred to another person, he acquires the right to use the corresponding part of the land occupied by the building and necessary for its use, on the same terms and to the same extent as and their former owner.

The authorized capital of a limited liability company is made up of the nominal value of the shares of its participants (Clause 1, Article 14 of the Law of 02/08/1998 No. 14-FZ “On Limited Liability Companies”). A contribution to the authorized capital of a company can be money, securities, other things or property rights or other rights that have a monetary value (Clause 1, Article 15 of Law No. 14-FZ). In this case, part of the land plot owned by the organization is transferred as such a contribution.

Accounting with the founder
(transferring side of the land)

Income tax

In accordance with subparagraph 2 of paragraph 1 of Article 277 of the Tax Code, the participating organization does not experience profit (loss) when transferring property as payment for the placed shares.

In this case, the value of the acquired shares for the purposes of Chapter 25 of the Tax Code is recognized as equal to the value of the contributed property (part of the land plot), determined according to tax accounting data on the date of transfer of ownership of the specified property, taking into account additional expenses that, for tax purposes, are recognized by the transferring party in such a case. introduction (clause 1 of article 277 of the Tax Code of the Russian Federation).

Value added tax

The transfer of property that is of an investment nature (in particular, a contribution to the authorized capital of a business company) is not recognized as an object of VAT taxation (subclause 1, clause 2, article 146 and subclause 4, clause 3, article 39 of the Tax Code of the Russian Federation).

Accounting

A contribution to the authorized capital made by an organization is recognized as a financial investment and is accepted for accounting at its original cost (clauses 2, 3, 8 of PBU 19/02). In case of payment of the deposit by non-monetary means (transfer of a land plot), the norm of paragraph 14 of PBU 19/02 is applied. In accordance with it, the initial cost of financial investments acquired under agreements providing for the fulfillment of obligations (payment) in non-monetary means is recognized as the value of assets transferred or to be transferred by the organization, which is established on the basis of the price at which in comparable circumstances the organization usually determines the value of similar assets. In this case, when accepting a financial investment for accounting, the price of the transferred asset is determined as the value of the land plot agreed upon by the founders.

Land accounting for a newly created organization
(the host)

Income tax

For the purpose of calculating income tax, a land plot is accepted at its value, which is determined according to the tax records of the transferring party on the date of transfer of ownership of the land plot to the organization. In this case, the value of the contributed property must be documented (clause 1 of Article 277 of the Tax Code of the Russian Federation).

Accounting

Fixed assets are accepted for accounting at their original cost. The initial cost of a land plot is formed by the amount of monetary valuation agreed upon by the founders (participants) of the organization, and the amount of state duty paid by the organization for registration of ownership in accordance with subparagraph 20 of paragraph 1 of Article 333.33 of the Tax Code (clauses 7, 8, 9, 12 PBU 6 /01).

We present the data in Table 3.

4. Transfer of property under a sales contract

Salesman

Income tax (income from sales)

The date of receipt of income is the date of sale of goods (work, services, property rights). It is determined in accordance with paragraph 1 of Article 39 of the Tax Code (Clause 3 of Article 271 of the Tax Code of the Russian Federation).

Sale is the transfer of ownership of goods, transfer of the results of work performed, services provided (clause 1 of Article 39 of the Tax Code of the Russian Federation).

Thus, when an organization uses the accrual method, the date of recognition of income from sales is the date of transfer of ownership of the goods to the buyer, the date of transfer of the results of work performed, and the provision of services to the customer.

As a rule, ownership of goods passes from the seller to the buyer at the time of their transfer (clause 1 of Article 223 of the Civil Code of the Russian Federation), ownership of the results of work performed, services provided - from the moment the customer accepts such work (services) and signs the acceptance certificate -transfers (see, for example, Article 720 of the Civil Code of the Russian Federation). In this case, the moment of payment for goods (works, services) does not matter.

Let us recall that the transfer of ownership of real estate is subject to state registration with the territorial bodies of Rosregistration (clause 1 of Article 131, clause 2 of Article 223 of the Civil Code of the Russian Federation, clause 1 of Article 9 of Law No. 122-FZ of July 21, 1997 ). Therefore, revenue from the sale of real estate must be recognized on the date of such registration.

However, the Ministry of Finance of Russia expresses the opinion that income must be recognized at the time of transfer of the property under the acceptance certificate and submission of documents for registration (letters dated November 8, 2006 No. 03-03-04/1/733, dated July 3, 2006 No. 03-03-04/1/554).

Procedure for recognizing expenses

Depreciation on a sold object ceases to be accrued from the 1st day of the month following the month of disposal from the depreciable property of the taxpayer for any reason (clause 2 of Article 259 of the Tax Code of the Russian Federation). One of the essential features necessary to recognize property as depreciable is its use to generate income. But when the object is transferred to the buyer under the acceptance certificate, the seller’s ability to use the object to generate income ceases; Consequently, such fixed assets cease to meet the characteristics of depreciable property of the selling organization. This means that the seller will stop accruing depreciation on real estate from the 1st day of the month following the month when the property was transferred to the buyer under the fixed assets acceptance certificate.

The residual value of the sold object can be included in expenses in the month when taxable income from its sale will be reflected (subclause 1, clause 1, article 268 of the Tax Code of the Russian Federation).

We remind you that in accordance with Article 40 of the Tax Code, for tax purposes, the price of goods (work, services) indicated by the parties to the transaction is accepted, and, until the contrary is proven, it is assumed that it corresponds to the level of market prices.

It should be noted that in accordance with subparagraph 1 of paragraph 2 of Article 40 of the Tax Code, tax inspectorates, when monitoring the completeness of tax calculations, have the right to check the correct application of prices for transactions between related parties.

Value added tax

The sale of real estate in Russia is subject to VAT (subclause 1, clause 1, article 146 of the Tax Code of the Russian Federation). In this case, the moment of determining the tax base for VAT is the earliest of the dates: either the day of shipment (transfer) of goods, or the day of their payment. According to paragraph 3 of Article 167 of the Tax Code, if the goods are not shipped or transported, but ownership of it is transferred, then such transfer of ownership for the purposes of Chapter 21 of the Tax Code is equivalent to its shipment. Consequently, in the case under consideration, the date of shipment of the property is recognized as the date of state registration of the transfer of ownership of it (see letters of the Federal Tax Service of Russia dated February 28, 2006 No. MM-6-03/202@, Ministry of Finance of Russia dated May 5, 2006 No. 03 -04-11/80, dated 05/11/2006 No. 03-04-11/88).

The organization calculates VAT payable to the budget based on the contractual value of this property (Clause 1 of Article 154 of the Tax Code of the Russian Federation).

The invoice should be issued to the buyer no later than 5 days from the date of shipment of the fixed asset, in particular, registration of ownership of the property by the buyer (although it is possible that the seller will present the invoice simultaneously with the act of acceptance and transfer of the object).

However, the tax authorities do not support this point of view. In their opinion, VAT should be charged upon the physical transfer of the object.

Accounting

In accounting, revenue is recognized upon fulfillment of the conditions listed in paragraph 12 of the Accounting Regulations “Income of the Organization” PBU 9/99, approved by Order of the Ministry of Finance of Russia dated May 6, 1999 No. 32n (hereinafter referred to as PBU 9/99). One of the conditions is the transfer of ownership of the goods from the organization to the buyer (subparagraph “d”, paragraph 12 of PBU 9/99). Consequently, until the state registration of the transfer of ownership of real estate, the organization does not recognize revenue from its sale (letter of the Ministry of Finance of Russia dated August 3, 2006 No. 03-06-01-04/151).

Buyer

Expenses (depreciation) for the purpose of calculating income tax

Article 259 of the Tax Code provides that the calculation of depreciation for an object of depreciable property begins on the 1st day of the month following the month in which this object was put into operation. It should also be taken into account that, according to paragraph 8 of Article 258 of the Tax Code, fixed assets, the rights to which are subject to state registration in accordance with the law, are included in the corresponding depreciation group from the moment of documentary confirmation of the fact of filing documents for registration of these rights. Consequently, from this date, the purchasing organization will begin to depreciate the property (for example, letter of the Ministry of Finance of Russia dated October 11, 2005 No. 03-03-04/1/275).

In addition, in the letter of the Federal Tax Service for the Moscow Region dated May 19, 2006 No. 22-19-I/0226, the tax authorities indicated that the acceptance of a property for tax registration as a fixed asset for which the corresponding primary accounting documents for acceptance and transfer have been drawn up , is carried out from the moment of confirmation of the fact of transfer of documents for state registration (letter of the Ministry of Finance of Russia dated October 26, 2005 No. 03-03-04/1/301).

Value added tax

The amount of VAT paid to the seller of real estate, the buyer organization can be claimed as a tax deduction (Article 171 of the Tax Code of the Russian Federation) provided that:

the real estate object will be used in the activities of the organization, which is subject to VAT;
An invoice has been received from the real estate seller confirming the right to deduction.

Deductions of tax amounts presented by sellers to the taxpayer upon acquisition of fixed assets are made in full after the registration of these fixed assets (clause 1 of Article 172 of the Tax Code of the Russian Federation, letter of the Ministry of Finance of Russia dated May 16, 2006 No. 03-02-07/1 -122).

In letter dated July 13, 2005 No. 03-04-11/158, financiers indicated that when purchasing fixed assets (real estate objects) used in carrying out transactions subject to value added tax, the amount of this tax paid to the seller can be accepted as deduction after submitting documents for state registration of rights to acquired real estate.

Accounting

The fixed asset is reflected in the accounting accounts in the event of the start of its actual operation (in the presence of executed primary accounting documents) according to the transfer act and under the conditions:

submitting documents for state registration of property rights;
availability of documents confirming state registration of ownership of the property (letter of the Ministry of Finance of Russia dated November 13, 2003 No. 04-02-05/2/66).

4.1. Accounting for a plot of land

Salesman

Income tax

In tax accounting, on the date of state registration of the transfer of ownership of a land plot to the buyer, the organization recognizes income from sales in the amount of the contract price (clauses 1, 2 of Article 249, clause 3 of Article 271 of the Tax Code of the Russian Federation, letter of the Ministry of Finance of the Russian Federation dated September 28, 2006 No. 07-05-06/241).

The organization has the right to reduce the income from the sale of a land plot by the value of this land plot at which it is registered in tax records (subclause 2 of clause 1 of Article 268 of the Tax Code of the Russian Federation, letter of the Ministry of Finance dated November 9, 2006 No. 03-03-04/1 /738).

Value added tax

Operations for the sale of land plots are not subject to VAT taxation in accordance with subparagraph 6 of paragraph 2 of Article 146 of the Tax Code.

Accounting

Based on paragraph 17 of PBU 6/01, land plots are not subject to depreciation. Consequently, regardless of the period of use of the land plot by the organization at the time of sale, the book value of the land plot is equal to its original cost.

According to paragraph 7 of the Accounting Regulations “Income of the Organization” PBU 9/99, proceeds from the sale of a fixed asset are other income.

The cost of the sold land plot is taken into account as part of other expenses (clause 11 of the Accounting Regulations “Expenses of the Organization” PBU 10/99, approved by Order of the Ministry of Finance of Russia dated May 6, 1999 No. 33n).

Buyer

Income tax

Land plots in tax accounting are not recognized as depreciable property in accordance with paragraph 2 of Article 256 of the Tax Code.

Value added tax

As stated above, in accordance with subparagraph 6 of paragraph 2 of Article 146 of the Tax Code, land plots are not subject to taxation. Consequently, there is no VAT to be deducted.

Accounting

The acquired land plot is included in the organization's fixed assets at its original cost (clauses 4, 5, 7, 8 of PBU 6/01). Moreover, such an object of fixed assets as a land plot is not subject to depreciation (clause 17 of PBU 6/01).

We present the data in Table 4.

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Tax consultant, auditor, professional seminar lecturer

Revaluation of fixed assets
after reorganization

Reorganization is one of the ways to form or liquidate a legal entity. The reorganization process is based on universal succession, which is a special procedure for the transfer of assets and liabilities of the reorganized organization to its legal successors.

Civil legislation defines five forms of reorganization of legal entities. Let's recall them: merge, append, split, allocate and transform. Thus, when two organizations merge into one new one, both organizations are liquidated, and all rights and obligations are transferred to the newly created legal entity in accordance with the transfer deed on the basis of Art. 57, 58 Civil Code of the Russian Federation. When a legal entity is reorganized in the form of the merger with another legal entity, the first of them is considered reorganized. All rights and obligations of the affiliated organization are transferred to it. In the case of reorganization of a legal entity by division or separation from its composition, one or more legal entities are formed, to each of which all the rights and obligations of the reorganized legal entity are transferred in accordance with the separation balance sheet.

GOOD TO KNOW

From 09/01/2014, reorganization with the participation of two or more legal entities, including those created in different organizational and legal forms, is allowed, if the Civil Code of the Russian Federation or other law provides for the possibility of transforming a legal entity of one of such organizational and legal forms into a legal entity of another of such organizational forms -legal forms.

Let us recall that in a separate section of the Methodological Instructions for Inventory of Property and Financial Obligations, approved. By order of the Ministry of Finance of the Russian Federation dated June 13, 1995 No. 49 (as amended on November 8, 2010 No. 142n), general rules for conducting inventory were established. Thus, when conducting an inventory of fixed assets, the following rules must be observed.

Firstly, Before starting the inventory, it is recommended to check the availability of appropriate registers for analytical accounting of fixed assets, as well as the availability and condition of technical documentation for existing own objects. It is also necessary to check the availability of documentation for fixed assets accepted and leased by the organization and for storage. If documents are missing, they must be restored. And if discrepancies and inaccuracies are discovered in the technical documentation or in the accounting registers, appropriate corrections and clarifications must be made.

Secondly, When making an inventory of fixed assets, the inventory commission must inspect the objects and enter into the inventory their full name, purpose, inventory numbers and main technical and operational indicators.

There are special nuances when taking inventory of real estate. In this case, the commission checks not only the availability of documents confirming the location of these objects in the ownership of the organization, but also the availability of documents for land plots and other natural resource objects owned by the organization.

If fixed assets are identified that have not been registered, as well as objects for which the accounting registers contain erroneous information or there are no records characterizing them at all, the commission must include in the inventory only correct information on these objects.

In practice, it happens that an inventory may reveal a discrepancy between the actual availability of fixed assets and the data in the accounting registers.

In this case, the identified surpluses of fixed assets are accepted for accounting at the current market value and are reflected as a debit to the fixed assets account in correspondence with the profit and loss accounts as other income in accordance with clause 3.3 of the above-mentioned Guidelines for the inventory of property and financial liabilities . Let us note that the assessment of unaccounted for objects identified during the inventory must be made taking into account market prices, and depreciation must be determined based on their actual technical condition with the preparation of appropriate documents.

GOOD TO KNOW

The decision to revaluate fixed assets is most often dictated by the need to provide users of financial statements with a more reliable idea of the organization’s assets and their value. In other words, the initial cost of individual fixed assets and their market value have significant (fundamental for the organization and users of its reporting) differences.

Pay attention to one more nuance. If an OS object has been restored or reconstructed with a change in its main purpose, then it is entered into the inventory under the name corresponding to its new purpose. If the commission determines that capital work on the reconstruction of an asset is not reflected in the accounting records, then in this case it is necessary to determine their actual value using the relevant primary documents and make the necessary entries in the accounting records.

If an asset at the time of inventory is located outside the location of the organization, then such an object is inventoried until its temporary disposal.

Further, we note that if during the inventory of fixed assets that are not suitable for use and cannot be restored, the inventory commission for these fixed assets draws up a separate inventory.

And there is one more important point. Along with conducting an inventory of its own fixed assets, fixed assets that are in the organization's custody or leased are also subject to inspection. A separate inventory is also drawn up for these objects, which provides links to documents confirming the acceptance of these objects for safekeeping or for rent.

Documenting

Thus, based on the results of the inventory of fixed assets, we obtain an inventory list. This may be a document in the form of the Unified Form No. INV-1. Moreover, each organization has every right to make its own adjustments to the form of this document, and also has the right to develop the form of this document independently. In this case, the inventory list must be prepared separately for both own and leased fixed assets.

Thus, each organization must decide on the choice of the form of this document and record its choice in the accounting policies of the organization.

In practice, it often happens that during the reorganization of an enterprise, for example in the form of a spin-off, fully depreciated fixed assets are transferred to the legal successors, but at the same time retaining their operational qualities. Current legislation does not prohibit the transfer to a legal successor of fixed assets with zero residual value.

At the same time, it cannot be denied that non-current assets with zero value do not increase the data on the corresponding items of the separation balance sheet, although they can be included in the transferred fixed assets on the basis of primary documents attached to the separation balance sheet. We also note that the successor company cannot depreciate fixed assets that have a zero residual value in accounting.

GOOD TO KNOW

The merging organization has the right to revaluate fixed assets not on December 31, but on another date preceding the date of entry into the Unified State Register of Legal Entities about the termination of the activities of the specified organization.

Note: transferred fixed assets cannot be valued at the current market value on the date of approval of the transfer act or separation balance sheet due to restrictions of both civil law and accounting legislation. In addition, contradictions may arise between the basic principles of accounting - such as the priority of content over form, property isolation, rationality, and temporal certainty of the facts of economic activity.

Based on the foregoing, we can conclude that revaluation of fixed assets is possible only after reorganization and only from the legal successor and does not depend on the method of reorganization of the legal entity.

Example.

Standard LLC, which applies the simplified tax system (income minus expenses), reorganized its enterprise by separating part of its activities into a separate legal entity. Before the reorganization, the company operated as a customer - developer - co-investor. After the reorganization, the newly formed company, Vostok LLC, also using the simplified tax system (income minus expenses), assumed the functions of a co-investor with the obligations of a management company.

The newly created organization, according to the transfer act, received fixed assets suitable for use in the form of engineering structures for a total amount of 2,500,000 rubles, the initial cost of which was 10,000,000 rubles, the depreciation of these fixed assets amounted to 7,500,000 rubles. The organization also received an administrative building under the transfer deed, the residual value of which is 1,200,000 rubles, the original cost is 15,000,000 rubles, depreciation is 13,800,000 rubles.

The current market value of the administrative building is RUB 6,000,000, which is confirmed by an appraisal report submitted by an independent appraiser. After completing the reorganization procedure, the management of Vostok LLC, in order to determine the real market value of the building and thereby increase the value of assets, as well as to increase the prestige of the company, decided to revaluate the administrative building. And this despite the fact that in the future such revaluation will need to be carried out annually!

GOOD TO KNOW

The results of the revaluation of fixed assets carried out at the end of the reporting year are subject to reflection in accounting separately.

After completing the reorganization procedure, Vostok LLC, having engineering structures and a building on its balance sheet, revalued only the building in accordance with its market value.

At the same time, we note that the opening financial statements of Vostok LLC were compiled on the basis of the separation balance sheet received from Standard LLC. In this case, all data is reflected by the legal successor taking into account the numerical indicators of the financial statements of Standard LLC as of the date of making an entry in the Register about the resulting organization.

In the accounting records of Vostok LLC, the following accounting entries were given (conditional figures):

Debit	Credit	Amount (rub.)	Operation
01	00	10 000 000	Objects of engineering structures are registered at their original cost as fixed assets*
00	02	7 500 000	The depreciation of transferred equipment in the form of utilities has been taken into account*
01	00	15 000 000	The administrative building was registered at its original cost
00	02	13 800 000	The depreciation of the transferred administrative building was taken into account
* For simplicity of the example, the cost of transferred production facilities of fixed assets, called “engineering communications”, is summarized

Further, several months after the completion of the reorganization procedure, under an agreement concluded with an independent appraiser and in accordance with the appraisal report issued by him, the following accounting entries were made for the revaluation of the administrative building:

Debit	Credit	Amount (rub.)	Operation
01	83***	75 000 000 = (RUB 15,000,000 x 5)	The initial cost of the building was revalued in accordance with the assessment report at a factor of 5**
83	02	69 000 000 = (RUB 13,800,000 x 5)	The wear and tear of the building was reassessed in accordance with with an assessment certificate at a factor of 5**
The revaluation coefficient is calculated as the ratio of the market value determined by the appraisal report to the residual value of the valuation object and is 5 (6,000,000 rubles: 1,200,000 rubles). * In the case under consideration, the revaluation is carried out for the first time, therefore the amount of the revaluation of the building is credited to the organization’s additional capital in account 83 “Additional capital”

Debit

Credit

Amount (rub.)

Operation

83***

75 000 000 =
(RUB 15,000,000 x 5)

The initial cost of the building was revalued
in accordance with the assessment report at a factor of 5**

69 000 000 =
(RUB 13,800,000 x 5)

The wear and tear of the building was reassessed in accordance with
with an assessment certificate at a factor of 5**

** The revaluation coefficient is calculated as the ratio of the market value determined by the appraisal report to the residual value of the valuation object and is 5 (6,000,000 rubles: 1,200,000 rubles).

*** In the case under consideration, the revaluation is carried out for the first time, therefore the amount of the revaluation of the building is credited to the organization’s additional capital in account 83 “Additional capital”

GOOD TO KNOW

The results of the revaluation are formalized in the form of an act by a special commission with the attachment of all documents on the basis of which the value of the revalued objects was established.

The organization reflected the revaluation of the building in the Statement of Revaluation and the Inventory Card for Accounting for Fixed Assets. And then, in accordance with the accounting policy, Vostok LLC will regularly, at the end of each reporting year, revaluate groups of similar fixed assets at current (replacement) cost. In our example, this applies to a building (clause 15 of PBU 6/01). The annual revaluation of the administrative building must also be reflected in the annual financial statements of Vostok LLC.

FROM THE EDITOR

Accounting for the residual value of fixed assets by the successor organization

In accordance with paragraphs. 1 clause 1 art. 346.16 of the Tax Code of the Russian Federation, taxpayers applying the simplified tax system with the object of taxation in the form of income reduced by the amount of expenses, when determining the object of taxation, reduce the income received by expenses for the acquisition, construction and production of fixed assets, as well as for completion, retrofitting, reconstruction, modernization and technical re-equipment fixed assets (taking into account the provisions of clauses 3 and 4 of Article 346.16 of the Tax Code of the Russian Federation).

Moreover, in the case of the acquisition of fixed assets by the taxpayer before the transition to the simplified tax system, the costs of their acquisition are included in expenses in parts depending on their useful life (clause 3, clause 3, article 346.16 of the Tax Code of the Russian Federation).

According to paragraphs. 4 p. 2 tbsp. 346.17 of the Tax Code of the Russian Federation, expenses for the acquisition of fixed assets, taken into account in the manner prescribed by clause 3 of Art. 346.16 of the Tax Code of the Russian Federation are reflected on the last day of the reporting (tax) period in the amount of amounts paid.

At the same time, paragraph 2 of Art. 346.17 of the Tax Code of the Russian Federation provides that expenses of the taxpayer are recognized as expenses after their actual payment.

A newly created organization by separation from another organization during reorganization, which applies the simplified tax system from the date of registration with the tax authority, does not directly incur expenses for the acquisition of fixed assets when receiving fixed assets from the reorganized organization.

The list of expenses taken into account when determining the object of taxation for the tax paid in connection with the application of the simplified tax system, established by paragraph 1 of Art. 346.16 of the Tax Code of the Russian Federation does not contain provisions providing for the possibility of taking into account as part of the expenses of a newly created organization the cost (residual value) of property received by way of succession during the reorganization of legal entities that were acquired (created) by the reorganized organizations before the date of completion of the reorganization.

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. 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 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.

The procedure for accepting fixed assets for accounting after the reorganization of a company in the form of a spin-off. Revaluation of fixed assets during reorganization Reorganization in the form of merger accounting of fixed assets

Accounting after reorganization: at the junction of two eras

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

Peculiarities of compiling the ZBO

How to start keeping records?

Formation of opening balances: determining adjustments

STEP 1. Determine the cost of the OS

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

STEP 3. Revaluate foreign currency assets and liabilities

STEP 4. Form a balance on equity accounts

Example. Drawing up an opening balance

Opening balances have been formed: what next?

1. Reorganization in the form of spin-off

Document flow

Carrying out an inventory

Reorganized organization

Assignee

Income tax

Reorganized organization

Assignee

2. Reorganization in the form of division

Valuation of transferred property for accounting purposes

Accounting

Reorganized organization

Assignee

Value added tax and income tax

3. Contribution to the authorized capital

Accounting with the founder (transferring party)

Income tax

Accounting

Value added tax

Accounting for a newly created organization (the host)

Income tax

Accounting

Value added tax

3.1. Accounting for a plot of land

Accounting with the founder (transferring side of the land)

Income tax

Value added tax

Accounting

Land accounting for a newly created organization (the host)

Income tax

Accounting

4. Transfer of property under a sales contract

Salesman

Income tax (income from sales)

Procedure for recognizing expenses

Value added tax

Accounting

Buyer

Expenses (depreciation) for the purpose of calculating income tax

Value added tax

Accounting

4.1. Accounting for a plot of land

Salesman

Income tax

Value added tax

Accounting

Buyer

Income tax

Value added tax

Accounting

Revaluation of fixed assets after reorganization

Documenting

FROM THE EDITOR

Accounting for the residual value of fixed assets by the successor organization

Latest

You need to know this

Accounting for a newly created organization
(the host)

Accounting with the founder
(transferring side of the land)

Land accounting for a newly created organization
(the host)

Revaluation of fixed assets
after reorganization