Reorganization in the form of transformation: how to report taxes

Other rules

According to the general rules of law applicable to companies, tax agents must submit data on personal income tax - 2-NDFL at the place of their registration before April 1 of the following year. This is provided for by the second paragraph of Article 230 of the Tax Code of the Russian Federation.

If there is a cessation of activity - liquidation, or changes in the structure of the enterprise, then to determine its last tax period, other rules are applied - in accordance with the third paragraph of Article 55 of the Tax Code of the Russian Federation.

Submit “2-NDFL – reorganization” if changes occur in the company. They may be associated with changes in structure, management, or the merger of companies into one. If we are talking about the complete closure of the company and the termination of its activities, confirmed by law, then there is a certificate “2-NDFL - liquidation”.

The procedure for filling out form 2-NDFL during reorganization

A certificate in form 2-NDFL must be filled out in accordance with the Procedure for filling out the form of information on the income of an individual “Certificate of income of an individual” (form 2-NDFL), approved by Order of the Federal Tax Service of Russia dated October 30, 2015 N ММВ-7-11/ [email protected] (hereinafter referred to as the Filling Procedure).

The reorganized organization, before completing its reorganization, fills out certificates in form 2-NDFL for the period of time from the beginning of the calendar year to the day the reorganization of the organization is completed in accordance with the Filling Out Procedure.

If, before the end of the reorganization, the reorganized organization has not submitted a certificate in Form 2-NDFL to the tax authority, then its legal successor is obliged to do this for it. To do this, the assignee must correctly fill out, in particular, section. 1 “Data about the tax agent” of form 2-NDFL.

During reorganization, the legal successor of the tax agent enters the number 3 or 4 in the “Sign” field, depending on the basis for which the certificate is submitted in Form 2-NDFL:

• number 3 – if form 2-NDFL is submitted in accordance with clause 2 of Art. 230 of the Tax Code of the Russian Federation (in the form of a certificate of income of an individual);
• number 4 – if form 2-NDFL is submitted in accordance with clause 5 of Art. 226 of the Tax Code of the Russian Federation (in the form of information about the impossibility of withholding personal income tax).

Section 1 “Data about the tax agent” of form 2-NDFL is filled out by the legal successor of the reorganized organization as follows.

In the “OKTMO code” field, the legal successor of the tax agent indicates the OKTMO code at the location of the reorganized organization.

In the “Telephone” field, indicate the contact telephone number of the legal successor of the tax agent.

In the fields “TIN” and “KPP” the identification number of the legal successor of the tax agent and the code of the reason for registration at the location of the organization according to the certificate of registration with the tax authority are indicated.

The name of the reorganized organization is indicated in the “Tax Agent” field.

In the field “Form of reorganization (liquidation) (code)” the code is indicated in accordance with Appendix No. 2 to the Procedure for filling out (1 – transformation, 2 – merger, 3 – division, 5 – accession, 6 – division with simultaneous accession).

In the field “TIN/KPP of the reorganized organization” the TIN and KPP of the reorganized organization are indicated.

Differences

When reporting data to tax authorities, differences between processes play an important role. Thus, liquidation is the complete elimination of the existence of a company. While the procedure for changing a business is aimed at improving its structure, modifying the order, form of the company, and so on. Therefore, the deadlines for submitting documents for each case are individual.

The document “2-NDFL – liquidation” is usually submitted according to general rules, but in the case of reworking the business structure there are some nuances.

According to the explanations of the Federal Tax Service, a company undergoing changes or even liquidation is obliged to bring documents to the relevant tax authorities. Upon termination of the enterprise’s activities, the main document is certificate 2-NDFL - liquidation. If there is a significant change in the structure, organizational and legal form of the enterprise, it is necessary to submit 2-NDFL as part of such reorganization.

Keep in mind: if there is a general separation from individual companies, then the above rules do not apply. Similarly, if there is an accession of organizations or one company to an existing company. The fact is that the first company continues to remain an active legal entity. Submitting information about income according to special rules seems to bypass it.

For what period

Tax period - calendar year

The calendar year is the tax period for the following taxes:

• Personal income tax (Article 216 of the Tax Code of the Russian Federation);
• income tax (Article 285 of the Tax Code of the Russian Federation);
• tax on additional income from the production of hydrocarbons (Article 333.53 of the Tax Code of the Russian Federation);
• Unified Agricultural Tax (Article 346.7 of the Tax Code of the Russian Federation);
• “simplified” tax (Article 346.19 of the Tax Code of the Russian Federation);
• transport tax (Article 360 ​​of the Tax Code of the Russian Federation);
• tax on property of organizations (Article 379 of the Tax Code of the Russian Federation);
• land tax (Article 393 of the Tax Code of the Russian Federation).

If the tax period for the relevant tax is a calendar year, the end date of the tax period is determined taking into account the provisions established by clause 3 of Art. 55 Tax Code of the Russian Federation:

Reorganization

With fundamental changes in the organization of a business, as opposed to liquidation, everything is not as transparent as it might seem at first glance. If the structure was restructured in the middle of the year, then the procedure by which to submit the 2-NDFL certificate - reorganization or liquidation - will depend on the type of structure changes.

The process with a joint stock company or with a limited liability company can take place in the form of a merger, separation, accession, transformation, division. Such types are established by the Law on LLC and the Law on JSC.

In this situation, several options need to be considered:

1. If any of the legal entities ceases to operate during the changes;
2. When there is a separation of one company from another;
3. Merger of several companies and formation of a new legal entity.

What to pay attention to when applying for 2nd personal income tax

The certificate must be stamped. It is important that the seal is placed in a specially designated place, at the MP mark. The signature of the head of the enterprise or another person authorized to sign such a certificate is written in blue pen with a clear imprint. It is not allowed to cover the signature with a seal.

Is it possible to be held accountable for forging 2 personal income taxes and what the consequences are for this?

Personal income tax certificate 2 is issued by the employer; if the company has already been liquidated, the employee will be issued a certificate by the tax office. Tax agents are required to report to the inspectorate. The time frame for obtaining a certificate is the same as for the standard procedure – 3 days.

Termination of activities of one of the companies

Depending on the situation, the outcome may vary. So, if one of the companies is subject to liquidation, this indicates that a new entity is being formed. Therefore, there are more nuances in the reporting documentation provided. If there is no liquidation and all firms are operational, then it is assumed that the company continues to operate. Therefore, you need to bring proof of income in accordance with the generally established procedure.

Thus, the tax authorities must receive at least two certificates from companies. This is due to the fact that information on income received by individuals is submitted by the existing company - before the procedures are carried out, and then by another company formed after the changes (the tax period lasts from the beginning of its activities until the end of the year). If more than two companies took part in the process of all perturbations, then the number of sets of certificates will be correspondingly large.

How to submit reports on salary taxes during reorganization in the form of affiliation?

I.V. Antonenko, author of the answer, consultant at Consultant+Askon IPC

Question

Reorganization by affiliation will occur in the middle of the month (for example, August 17). Is it necessary to submit separately all reports of the merging company before the merger and general calculations from the new company from August 18 to December 31? How to divide, for example, sick leave? Is it necessary to make recourse payments before August 17 for the merging company?

Answer

Tax reporting and reporting to the Social Insurance Fund of a reorganized organization can be submitted by the reorganized organization itself (before the end of the reorganization, i.e., before August 17) or by the legal successor of the reorganized organization (after the end of the reorganization, i.e., after August 17).

Reporting to the Pension Fund is submitted by the reorganized organization until the end of its reorganization.

The law does not require re-issuance of sick leave and vacations for employees of the reorganized company.

The legal successor of the reorganized company shall pay for the obligations of the reorganized company in accordance with the general procedure.

Rationale

When an organization is terminated through reorganization, the last tax period for such an organization (if the tax period for tax is not a quarter) is the period from January 1 of the calendar year in which the organization was terminated until the day of state registration of the termination of the organization as a result of reorganization (clause 3 of Art. 55 of the Tax Code of the Russian Federation).

Clause 5 of Art. 230 of the Tax Code of the Russian Federation establishes that in the event of failure by the reorganized (reorganized) organization (regardless of the form of reorganization) until the completion of the reorganization of the obligations to submit forms 2-NDFL and 6-NDFL, such forms are subject to submission by the legal successor to the tax authority at the place of its registration.

The responsibility of the legal successor to file reports on the merged legal entity if the reorganized company has not submitted the appropriate reports before the end of the reorganization is indicated by the regulatory authorities:

— regarding the calculation of insurance premiums (Letter of the Federal Tax Service dated June 23, 2017 N BS-4-11/12088);

— regarding the income tax return (Letter of the Ministry of Finance of Russia dated September 13, 2012 N 03-05-05-01/54);

— regarding the VAT declaration (Letter of the Federal Tax Service of the Russian Federation dated 03/09/2011 N KE-4-3/ [email protected] ).

The legality of submitting property tax reports by the successor of a reorganized company is stated in clause 2.8 of the Procedure for filling out a tax return for the property tax of organizations (approved by Order of the Federal Tax Service of Russia dated March 31, 2017 N ММВ-7-21/ [email protected] ).

The legality of submitting Form 4-FSS by the legal successor of the reorganized company is indicated by the text of the line in code 1.1 of Table 2 of Form 4-FSS (approved by Order of the Federal Tax Service of the Russian Federation dated September 26, 2016 N 381).

In paragraph 1 of Art. 9 of the Federal Law of 01.04.1996 N 27-FZ “On individual (personalized) accounting in the compulsory pension insurance system” (hereinafter referred to as Federal Law No. 27-FZ) it is established that the policyholder provides the Pension Fund of the Russian Federation with the following information about the insured persons working for him when reorganization of a legal entity:

1) insurance number;

2) last name, first name, patronymic, last name that the insured person had at birth;

3) date of birth;

4) place of birth;

5) floor;

6) address of permanent residence;

7) series and number of the passport or identity card, the date of issue of the specified documents, on the basis of which the information specified above is included in the individual personal account, the name of the authority that issued them;

citizenship.

The specified information is submitted no later than the day of submission to the Federal Tax Service of documents for making an entry in the Unified State Register of Legal Entities on the termination of the activities of the affiliated legal entity (paragraph 5, paragraph 2, article 9 of Federal Law No. 27-FZ).

When reorganizing the insured - a legal entity, he submits the information provided for in paragraphs 2 - 2.3 of this Article 11 of Federal Law N 27-FZ (including SZV-M and SZV-STAZH), within one month from the date of approval of the transfer act (division balance sheet), but no later than the day of submission to the Federal Tax Service of documents for state registration of a legal entity created through reorganization. In the event of reorganization of the insured - a legal entity in the form of merger with another legal entity, it provides information about the dismissed employees no later than the day of submission of documents to the Federal Tax Service for making an entry in the unified state register of legal entities about the termination of the activities of the merged legal entity (Clause 3, Article 11 of the Federal Law No. 27-FZ).

Thus, tax reporting and reporting to the Social Insurance Fund of a reorganized organization can be submitted by the reorganized organization itself (before the end of the reorganization, i.e., before August 17) or by the legal successor of the reorganized organization (after the end of the reorganization, i.e., after August 17).

Reporting to the Pension Fund is submitted by the reorganized organization within the deadlines indicated above.

When a legal entity is merged with another legal entity, the rights and obligations of the merged legal entity are transferred to the latter (Clause 3, Article 58 of the Civil Code of the Russian Federation). Accordingly, there is no need to re-register sick leaves and vacations for employees of the reorganized company. The legal successor of the reorganized company shall pay for the obligations of the reorganized company in accordance with the general procedure.

Other forms

The table shows the main time guidelines for when it is necessary to submit 2-NDFL certificates for other types of reorganization.

Regardless of the form in which the reorganization takes place, the successor is not assigned the duties of a tax agent from the original organization in accordance with Article 50 of the Tax Code. Therefore, the successor should not represent 2-NDFL for her.

Let's summarize. Depending on the procedure, the procedure for submitting documentation on the income of individuals to the relevant tax authorities is individual. Certificate 2-NDFL within the framework of liquidation is in any case submitted under general conditions. When reorganizing a business, it is necessary to proceed from a specific situation, all possible options of which are described above.