Separation balance sheet during reorganization: features and form

In the process of doing business, periodically there is a need for the reorganization of the company, that is, its merger with another institution, acquisition or removal of the branch into a separate structural unit. At the same time, the property and liabilities of the company are changing . The assets and liabilities of the company must be fixed at the date of the change, having drawn up a separation balance sheet.

Essence

Each organization submits monthly, quarterly and annual reports. The first two are cumulative and are interim reports. According to paragraph 275 of the Instruction “On Reporting” No. 191n, in the event of a reorganization or liquidation of an organization , a separation balance sheet must be submitted to the controlling authorities on the date of the change.

Balance sheet

The reorganized company, in which the volume and structure of the balance changes, continues to function without interrupting activities. The separation balance sheet when a branch is allocated is formed based on the decision of the founders. The accountant must correctly distribute the property between organizations.

Information is taken from the last reporting submitted, which should also be attached to the balance sheet.

The specific form of the separation balance sheet of the reorganization is not provided by law. Recommendations for the preparation of the balance are contained in the Methodological instructions of the Ministry of Finance No. 44n. Separation balance should contain the following details:

• name of the reorganized organization;
• names of successors;
• ownership of all participants in the process on the date of the report and after the reorganization;
• assets, liabilities, equity of the reorganized enterprise.

All balance sheet indicators are distributed among the new organizations according to the ratio approved and spelled out in the decision of the shareholders. No other adjustments to the balance sheet and the “Profit and loss statement” are made.

The separation balance sheet of an organization whose assets are divided between “new” enterprises is presented in the table.

The separation balance sheet should contain information on the ratios of transferred liabilities and assets. The percentages indicated in the heading of the report show how the authorized capital of the “old” company is divided.

Additional documents

The separation balance during the reorganization of the company must be supported by:

• The decision of the founders on the reorganization, which spelled out in detail the procedure for the distribution of property and liabilities, methods of valuing assets and other conditions.
• Reporting of the reorganized enterprise, on which the assets and liabilities of the assignee are evaluated.
• The act of inventory of the balance of the reorganized company, which is compiled before reporting. Primary documents on material values ​​are attached to it.
• A breakdown of payables and receivables, in which information should be provided on notifying all counterparties about the reorganization. Additionally, acts of reconciliation of amounts of debts are submitted.
• The act of reconciliation of settlements with the budget and state funds.
• The list of agreements of the distinguished enterprise, according to which the rights and obligations are transferred. Separately, information is provided on controversial obligations that are pending in court.

Balance sheet distribution

It is necessary to split assets and liabilities in accordance with the decision of the founders. In this case, a number of requirements must be observed. There are no separate rules for the distribution of assets. Typically, property and stocks are transferred to the company that needs them. That is, the rights to intellectual property are obtained by the company that uses them.

The cash balance is formed based on the balances at the cash desk and on all accounts. Frozen products are not included here. That is, funds on seized accounts or in bankrupt banks cannot be attributed to the most liquid assets.

The amount of capital of the old company should be equal to the sum of the capital of new organizations. If the capital of the successor is less than that of the predecessor, then retained earnings increase by the same difference or the loss of the “new” organization decreases. In the opposite situation, the source of capital growth may be increased property value, additional paid-in capital or retained earnings. An important condition: the net assets of "new" enterprises must be at least the size of their authorized capital.

If the assignee receives revalued property, he must transfer the corresponding amount of additional capital. The cost of purchased OS due to earmarked income must be reflected in account 98.

The “new” company receives doubtful debts and financial investments together with the corresponding amount of reserves.

Accounts payable of the “old” company are distributed among the assignees according to the ratio of carryover assets. Accounts receivable and accounts payable for one company are best transferred to one company. Advances on VAT paid - to the company that received the relevant contract.

Price fixing

Before you make a separation act-balance, you need to calculate the value of the property. For these purposes, you can use the residual value from the balance sheet or market value. For the accountant, the first option is more convenient, since it prevents the appearance of differences in NU and BU. It is beneficial for shareholders to value property based on market prices so that the real value of assets is not distorted. For these purposes, you should use the services of an independent appraiser. And the candidate should be approved in the decision on the reorganization. The method of transfer of property is chosen by managers. The value of the property in the report must match the data in the annexes.

Obligations of an enterprise are transferred only at book value. That is, in the amount in which the debt must be repaid by the creditor. Redeemable claims are measured at market value.

Unaccounted for liabilities and assets

Unaccounted for in the balance sheet obligations should be recorded in the annexes to the statements. Such a situation may arise if, for example, the company, even before the reorganization, entered into a supply contract, the goods were not shipped and payment was not received. Nevertheless, such an agreement must be transferred to one of the successors. Assets and liabilities on off-balance accounts should be distributed along with the debt and investments in respect of which they have been made. Leased property is transferred to the organization that needs it more.

Separation balance in 1C

In the “1C” program, the period is selected in the report generation settings in the “General” tab. If there is a need to fill out a report for the previous period, then the form of the form can be found in the reference book “Reporting periods”. Each new configuration contains sample forms for the previous three periods. All of them are presented in the form of a hierarchical list. Any form can be opened and edited. If desired, you can balance out at least daily. To do this, select the “Day” type as the reporting date, and specify the previous date in the settings. To generate a report, click on the "Create" button.

Conclusion

The separation balance sheet, the form of which is presented on the website of the Federal Tax Service, is made up if the company merges with another organization or allocates a separate unit. Assets are divided at residual or market value. All balance figures must match the data in the applications. Debt is distributed in proportion to the transferred assets. The value of net assets should be not less than the amount of the authorized capital.