How to transfer JSC into LLC

Question about how to put JSC in OOO belongs to the civil law and in legal language is called reorganization in the form of transformation. This procedure is regulated by articles 57 to 60 of the RF civil code and Federal law "On joint stock companies" and "On limited liability companies". The decision on reorganization taken by the founders of the company or authorized by it body of this legal entity.

Instruction

1. Organize and hold the General meeting of shareholders, make the minutes, which record the adoption of the decision on carrying out reorganization in the form of transformation. In the text of the decision itself reflect the full name of the LLCs, its legal address, the procedure and terms of conversion. Describe the exchange of shares of the members of the JSC or on the proportion of participants in the Charter capital of OOO. If the new Charter provides for the availability of the audit Commission, list the composition of its participants. If the presence of the collegial Executive body – the list of its members. Give an indication of the person who will single-handedly perform these functions, if the LLC will be managed by one person. The text of the decision should contain the instructions about the approval of the act of transfer and Charter of the company with the application of these documents.
2. Within three working days after the decision on the reorganization, notify in writing the tax authority at the place of registration of OJSC about the beginning of the reorganization procedure and attach to the application the decision on its carrying out. The tax authorities must indicate in the register that the company is under reorganization. On the same day notify the state Registrar that maintains the register of holders of securities of the company, the fact of submission of documents to the tax office.
3. While there is this process you should once a month to publish in the relevant media reports of the reorganization. In addition, notify in writing its creditors, if any. Produce exchange of shares of the reorganized JSC on shares of the LLC members in the order defined in the decision of the General meeting of shareholders.
4. The tax authority apply unified form Р12001 "On state registration of legal entity created by reorganization". Attach the new constituent documents, the decision of meeting of shareholders on the reorganization, the act of transmission, receipt of payment of registration fee, a copy of the information letter of territorial body of the Pension Fund of the Russian Federation.
5. After receiving the notification about the completion of the reorganization and the receipt of the certificate of incorporation, shall notify the Registrar on the termination of activity of reorganized JSC. Since then, the restructuring process is completed and the OAO - ceased operations.