Reorganization of unitary enterprises in Russia

"Financial newspaper. Regional issue", 2009, N 46

Implementation of the program of privatization of state and municipal property continues. Let us consider operations related to the transformation of state unitary enterprises(SUE) into joint stock companies. Typically, the reorganization process includes the following stages:

conducting an inventory of property, including rights to the results of scientific and technical activities, and the obligations of the enterprise;

preparation of interim reporting;

conducting an audit of interim reporting;

registration of a land plot plan and, if necessary, documents for other real estate objects and exclusive rights belonging to the enterprise;

if necessary, conducting control checks of the presence and condition of the organization’s property and obligations;

determination of the procedure for the activities of subsidiaries of unitary enterprises;

determining the composition of the property complex of a unitary enterprise subject to privatization;

determination of objects, including exclusive rights, not subject to privatization as part of the organization’s property complex, and the procedure for their further use;

compiling a list of existing encumbrances (restrictions) and determining the need to establish additional restrictions and public easements during privatization;

determination of the book value of the assets of a unitary enterprise subject to privatization;

determining the size of the authorized capital, the number and par value of shares, the composition of the board of directors and audit commission, development of the company's charter.

Let's take a closer look at the main events.

One of the priority measures during the reorganization of a unitary enterprise is conducting an inventory of property and liabilities subject to privatization.

Inventory objects include all property under the economic control of the enterprise, including exclusive rights and rights to the results of scientific and technical activities, as well as land plots subject to privatization. The obligations include all obligations of the organization, including those for which the deadline for fulfillment has not arrived (for example, bills, guarantees, etc.).

Inventory results are drawn up according to unified forms approved by Resolution of the State Statistics Committee of Russia dated August 18, 1998 N 88, taking into account Methodological recommendations on the inventory of rights to the results of scientific and technical activities, approved by the joint Order of the Ministry of Property of Russia, the Ministry of Industry and Science of Russia and the Ministry of Justice of Russia dated May 22, 2002 N 1272-r/R-8/149. The inventory report must be accompanied by a list of the enterprise's obligations existing at the date of completion of the inventory. The list must also contain the basis for the occurrence of the obligation, the subject of the obligation, the deadline for fulfillment, and the counterparty to the obligation.

Unaccounted for objects identified as a result of the inventory are valued at market prices, taking into account the provisions of the Federal Law of July 29, 1998 N 135-FZ “On Valuation Activities in Russian Federation".

The procedure for the alienation of land plots during the privatization of enterprises is provided for in Art. 28 of the Federal Law of December 21, 2001 N 178-FZ "On the privatization of state and municipal property" (as amended on July 18, 2009 N 181-FZ), which states that the privatization of buildings, structures and structures, as well as objects whose construction not completed and which are recognized as independent real estate objects, is carried out simultaneously with the alienation to the person acquiring such property of the land plots occupied by such property and necessary for their use, unless otherwise provided by federal law.

When assessing the value of land plots, clause 3 of Art. 11 of Law No. 178-FZ. According to this norm, the value of land plots is taken equal to their cadastral value in the case of creating an open joint stock company by transforming a unitary enterprise. In other cases, the value of land plots is taken to be equal to the market value of land plots, determined in accordance with the legislation of the Russian Federation on valuation activities.

Upon completion of the inventory, a transfer act is drawn up. It should be borne in mind that the form of the act regulatory documents is not provided, therefore the organization needs to develop it independently, taking into account the requirements for the content of the mandatory details of documents provided for in Art. 9 of the Federal Law of November 21, 1996 N 129-FZ “On Accounting”.

The next stage of the transformation procedures is the preparation of interim reporting.

Interim reporting is prepared in the volume and according to the forms of annual financial statements approved by Order of the Ministry of Finance of Russia dated July 22, 2003 N 67n. Explanations for the interim balance sheet must be drawn up for all items of the interim balance sheet. When preparing reports, you should be guided by Methodical instructions on the preparation of financial statements of organizations during reorganization, approved by Order of the Ministry of Finance of Russia dated May 20, 2003 N 44n.

Compiled interim reporting is subject to audit. It should be noted that the auditor must be authorized by the Federal Property Management Agency to carry out such inspections.

If the auditor discovers significant deficiencies, the territorial body of the Federal Property Management Agency may initiate an audit of discrepancies in the documents drawn up by the organization and submitted by the auditor. Upon completion of the inspection, the Federal Property Management Agency (or its territorial body) draws up an act on the basis of which adjustments are made to the accounting data of the unitary enterprise.

Another important stage of the reorganization is determination of the book value of assets subject to privatization.

The book value of assets is calculated based on interim data. balance sheet compiled taking into account the results of the inventory. The book value of the assets of a unitary enterprise subject to privatization is determined as the sum of the cost net assets unitary enterprise, calculated according to the interim balance sheet, and the value of land plots minus the book value of objects that are not subject to privatization as part of the property complex of the unitary enterprise.

It should be borne in mind that, according to Law N 178-FZ, objects that may be exclusively state or municipal property are not subject to privatization (clause 3 of article 3, clause 4 of article 11, clause 1 of article 30, and clause 6 art. 43). The book value of objects not subject to privatization must correspond to the sum of the value of objects included in the list of objects (including exclusive rights) not subject to privatization as part of the property complex of a unitary enterprise.

If the book value of the enterprise assets subject to privatization is equal to or exceeds minimum size authorized capital of an open joint-stock company established by the legislation of the Russian Federation, then the calculation indicates the size of the authorized capital, which is taken equal to the book value of the organization’s assets subject to privatization, as well as the number and par value of registered ordinary uncertificated shares that make up authorized capital the created open joint stock company. The nominal value of a share is usually taken to be 10 or 100 rubles.

The calculation of the book value of the assets of a unitary enterprise subject to privatization is drawn up in free form, intended for use as an annex to the transfer deed.

Auditor of the Audit Department

Baker Tilly Rusaudit LLC

Reorganization of FSUE into JSC permitted by current legislation and takes place in in the prescribed manner. Due to various circumstances legal entity may change organizationally - legal form. Reorganization means a change in the civil status of a legal entity, which is carried out by decision of the founders.

The abbreviation “FSUE” means a legal entity that carries out commercial activities and does not have ownership rights to the property it disposes of. The reorganization process significantly changes the legal status of the enterprise.

The law allows several types of reorganization for a unitary enterprise, namely:

1. Separation from one independent organization or several organizations.
2. Merger of enterprises.
3. Division of an enterprise into two or more independent organizations.
4. Conversion into a legal entity of a different organizational and legal form.
5. Merger of one enterprise to another.

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Today, the practice of transferring state property into private property is widespread. The transformation of a unitary enterprise into a joint-stock company takes into account the requirements of the privatization law. In the process of changing the legal status, all rights available to the FSUE and all its obligations are transferred to the company, on the basis and in accordance with a special document- deed of transfer.

The decision to transform a federal state unitary enterprise, in accordance with the law, is made by its owner. In the case of a federal state unitary enterprise, the state, represented by a state body, has the right of ownership; the federal state unitary enterprise itself has a limited proprietary right to its property.

Reorganization of a unitary enterprise takes place on the basis of a pre-drawn up privatization plan, which determines the terms, procedure, and conditions for changing the legal status.

The composition of the privatized property of the FSUE is indicated in the transfer deed; the authorized capital of the future company is equal to the value of the assets secured by the transfer deed. As a result of changes in the rights to the property of a federal state unitary enterprise, the state loses, but receives rights to the securities of the created company.

The charter of the joint-stock company is approved by the property management bodies, and the management body also carries out state registration of the reorganization. Simultaneously with the adoption of the charter, the supervisory board is elected, the chairman is selected, and members of the audit commission are determined. The official existence of a federal state unitary enterprise ceases at the moment of state recognition of the joint stock company through its registration.

Requirements for the reorganization of a FSUE into a JSC

The transformation takes place in accordance with the established procedure, subject to strict compliance with the requirements of the law. Required terms reorganizations are:

1. Notification tax service about changes in legal status.
2. Notification of the change in the legal status of the FSUE to all its creditors in writing.
3. Notice of reorganization and transformation into a joint-stock company in the official printed publication.

Through transformation, instead of a federal state unitary enterprise, a joint-stock company appears with its authorized capital divided into shares. When a joint stock company is formed, shares are placed, and this process takes place simultaneously with the reorganization. The placement procedure is approved by the civil and financial legislation in force in the Russian Federation.

The placement procedure takes place in several stages:

1. Making a decision on the placement of shares by authorized persons.
2. Approval and execution of the decision to issue shares.
3. Registration of placement of securities government agency.
4. Placement of shares.
5. Summing up the results of the event by drawing up a report and transmitting a message about the result of the release to the registering authority.
6. The decision to issue shares is made and signed by the executive body.

The placement of securities of the company created as a result of the reorganization is carried out on the day of official registration of the formed legal entity. The shares are acquired by the Russian Federation, the state becomes their sole owner.

The authorized body registers the issue of securities and a report on their issue. For official state registration The following documents must be submitted to the authority:

1. Application for the release of securities, completed in the prescribed manner.
2. Final decision on release.
3. Questionnaire of an organization issuing securities.
4. Document that confirms official registration this organization.
5. Copies of the minutes of the meeting of the governing body dedicated to the issue of securities by a legal entity.
6. Charter
7. Calculations of the value of the organization's assets.
8. Receipt for payment of state duty.
9. Description of the package of documents.
10. Other documents, if necessary.

Reorganization of FSUE into JSC- the process is quite complex from a legal point of view; to carry it out, it is advisable to turn to specialists.

Industry federal and municipal state unitary enterprises (FSUE), as is known, still occupy a fairly prominent place in the economy of our country, especially if they are part of the so-called system-forming organizations, that is, they are directly related to the implementation of important government programs different levels and various industry orientations. It is probably for this reason that the privatization of such enterprises is regulated in detail by legislation, according to which any transformation of unitary enterprises into companies of a different organizational and legal form is carried out in accordance with the legislation on privatization. Federal law contains a specific requirement in this part (Article 34 of Law No. 161-FZ of November 14, 2002 “On State and Municipal Unitary Enterprises”).

Article 13 of Federal Law-178 dated December 21, 2001. “On the privatization of state and municipal property” provides for the following methods of privatization of state and municipal property: transformation of a unitary enterprise into an open joint-stock company; sale of state or municipal property at auction; sale of shares of open joint-stock companies at a specialized auction; sale of state or municipal property at a competition; sale outside the territory of the Russian Federation of state-owned shares of open joint-stock companies; sale of shares of open joint-stock companies through the organizer of trading on the securities market; sale of state or municipal property through a public offering; sale of state or municipal property without announcing the price; contribution of state or municipal property as a contribution to the authorized capital of open joint-stock companies; sale of shares of open joint-stock companies based on the results of trust management.

Moreover, privatization of the property complex of a unitary enterprise in the event that the size of the authorized capital, determined in accordance with Article 11 of the above-mentioned Federal Law, exceeds the minimum amount of the authorized capital of an open joint-stock company established by the legislation of the Russian Federation, can only be carried out by transforming the unitary enterprise into an open joint-stock company society. In other cases, privatization of the property complex of a unitary enterprise is carried out by other methods provided for by the above Federal Law. It follows from this that general principles Privatizations are largely inapplicable to large unitary enterprises. As already noted, in relation to state unitary enterprises that have important state, including defense, significance, privatization can only be carried out by transforming the unitary enterprise into an open joint-stock company. This is understandable: it is difficult to imagine selling a regime defense institute or plant at auction. Consequently, the corporatization of federal state unitary enterprises is in in this case a method (mechanism) of privatization, and an exclusive one, that is, the only possible one. This is how one should place emphasis and put the conceptual apparatus in order.

In practice, the mentioned mechanism most often provides for, firstly, the transformation of a federal state unitary enterprise into an open joint-stock company (100% of the shares of which are in federal ownership) and, secondly, the subsequent contribution of 100% of the shares minus one share as the contribution of the Russian Federation to the authorized capital of any joint stock company in order to pay for additional shares placed by this joint stock company in connection with an increase in its authorized capital. As a rule, decisions of this kind are made in the format of a decree of the President of the Russian Federation. That is, the question inevitably arises of who exactly the state is transferring the authority to manage the assets of the reformed unitary enterprises. Agree, taking into account the sad practice of all previous “waves” of privatization, such a question arises naturally and justifiably, and the point is not even about a possible corrupt component of the privatization process. In our opinion, the relevance of this problem is due to two main reasons, namely:

many sectoral unitary enterprises are classified as strategic, since they also perform important government tasks in the field of defense and security in general;

Most of the mentioned unitary enterprises have impressive assets under the right of economic management, including real estate and expensive equipment. Industry research institutes, for example, often also have rights to intellectual property, which is often comparable in cost to expensive real estate properties.

But a joint stock company created in place of a federal state unitary enterprise simultaneously acquires the opportunity not only to use the mentioned assets for their intended purpose, but also to engage in their sale, which in practice received the rather vague name of “sale of non-core assets.” So to whom are the assets of the reformed unitary enterprises transferred “from the master’s shoulder” of the state?

In our country, the list of such enterprises was approved by the Decree of the President of the Russian Federation of August 4, 2004. No. 1009 “On approval of the list strategic enterprises and strategic joint stock companies." In addition, the list of so-called “system-forming” objects is approved by the government Commission for increasing the sustainability of the development of the Russian economy. The mentioned list is not exhaustive and can be adjusted by decisions of the mentioned Commission. This means that the composition of systemically important enterprises is formed at the level higher authorities public administration of Russia is constantly changing taking into account changes occurring in the basic sectors of the economy, including taking into account the needs of the country's military-industrial complex.

It should be noted that as the first steps of a unitary enterprise along the path of corporatization, it is necessary to consider its inclusion in the Forecast Plan (Program) for the privatization of federal property, which is approved by the Government of the Russian Federation, as well as the subsequent publication of the corresponding order of the Federal Agency for State Property Management or its territorial division. On this basis, an order is issued by the Territorial Administration of the Federal Agency for State Property Management on the conditions for the privatization of a specific federal state unitary enterprise. Since from this moment the privatization process is regulated primarily by the administrative document mentioned above, we will dwell in more detail on its content.

The preamble of the order on the conditions of privatization usually lists the regulatory and administrative documents on the basis of which privatization is carried out of this enterprise, including a reference to the auditor’s report with a preliminary assessment of the value of the FSUE’s assets. Further, the order usually states that privatization should be carried out through transformation into an open joint-stock company, and its full name and the size of the authorized capital of the joint-stock company are indicated. In this part, it is mandatory to indicate exactly how many registered ordinary uncertificated shares make up the authorized capital and what the cost of each share is. The order was to approve the composition of the FSUE property complex subject to privatization, which, according to general rule must be reflected in a special annex to the order. However, in practice, a unitary enterprise subject to privatization, as a rule, receives only the text of the main document, without a list of the property complex. In all likelihood, the owner’s representative in this case reserves the right to last moment make adjustments to this important document, since in the process of preparing the property complex for privatization, various kinds of surprises may arise.

Very often, for example, title documents for some real estate properties are either not properly executed or are missing altogether, especially when we are talking about unfinished construction projects, or the so-called “self-built”. This means that in order for an annex to the order to appear indicating the composition of the property complex subject to privatization, the administration of a unitary enterprise is often forced to carry out preliminary great job aimed at bringing legal documents into proper condition. The beginning of such work is the organization of a commission inspection of the property complex of the enterprise, with the participation of representatives of the owner, that is, the territorial administration of the Federal Property Management Agency, based on the results of which a corresponding act is drawn up. This document is compared with the previously executed act of transferring objects to the enterprise under the right of economic management and as a result, it becomes possible to identify “problem” real estate objects for which it is necessary to carry out additional special measures (clarification of the boundaries of land plots; settlement of territorial disputes; re-issuance of BTI documents; approval and receipt missing title documents, etc.).

True, not all real estate objects that are part of the FSUE’s property complex may be included in the transfer deed; this happens quite often. We do not know what the owner is guided by in this case. Apparently, there are some reasons... As an appendix to the order on the conditions of privatization, a list of objects (including exclusive rights) that are not subject to privatization as part of the FSUE property complex is also drawn up. Most often, this refers to objects located on the territory of an enterprise, but belonging to the Civil Defense and the Ministry of Emergency Situations (usually protective structures). The calculation of the book value of the enterprise's assets, as well as the list of encumbrances (restrictions) on the property included in the property complex, are also drawn up as appendices to the above-mentioned order on the conditions of privatization.

It is important to take into account that the said order must also approve the charter of the joint stock company being created, the composition of the management body (board of directors), and the audit commission. But all personnel decisions in this case are temporary, that is, they are made before the first general meeting open joint stock company. There are also specific activities that members of the governing body must carry out. Thus, often the order on the conditions of privatization contains the following requirements: within 2-3 months, carry out the necessary measures for the purpose of state registration of an open joint-stock company; sign a transfer act on acceptance of the property complex subject to privatization and provide it to Federal agency for state property management, a certified copy of the Charter, as well as a copy of the document confirming the fact of making an entry in the Unified State Register of Legal Entities and a copy of the transfer act; within one month, provide to the territorial administration of the Federal Property Management Agency the documents necessary to make appropriate changes to the register of federal property; carry out legal actions for state registration of the transfer to the created open joint-stock company of ownership rights to the objects received by it in accordance with the transfer deed. The above-mentioned order on the conditions of privatization usually requires the management bodies of a joint-stock company to make a decision on the issue of shares of an open joint-stock company with the placement of all shares to the sole founder - the Russian Federation (represented by the Federal Property Management Agency), as well as to approve a report on the results of the issue of shares of the created OJSC and send the relevant materials to authorized state registration body.

Practice shows that organizing the issue of shares is the most difficult and time-consuming task. The Federal Law “On the Securities Market” dated April 22, 1996 N 39-FZ establishes the procedure for issuing securities, which includes the following stages: making a decision on the placement of issue-grade securities; approval of the decision on the issue (additional issue) of issue-grade securities; state registration of the issue (additional issue) of issue-grade securities; placement of issue-grade securities; state registration of a report on the results of the issue (additional issue) of securities. At the same time, the established list of stages is not exhaustive, and the order of implementation of the stages may vary depending on the situation. In the future, the Board of Directors is also required to organize the maintenance of a register of shareholders and provide the owner with relevant documents confirming the fulfillment of the order.

It is important to take into account that a joint-stock company is considered created from the moment of its state registration (Clause 5, Article 2 of the Federal Law “On Joint-Stock Companies” dated December 26, 1995 No. 208-FZ). That is, until the moment of state registration, the enterprise is a federal state unitary enterprise, with all the ensuing consequences. The new joint-stock company is the legal successor of the state unitary enterprise. Employment contracts with employees of the organization are preserved (Article 75 of the Labor Code of the Russian Federation), and any written consent of the employee to continue labor relations not required. But if for some reason an employee does not agree to continue working in the reorganized company, he is obliged to express such disagreement (refusal to continue working) in writing. But in any case, a new legal entity becomes a party to the labor relationship. IN work books employees, a record is made of the new name of the employing organization. In accordance with part four of Article 43 Labor Code RF, “the collective agreement remains valid in cases of reorganization of the organization in the form of transformation.”

Concluding our reflections on the features of the process of privatization of federal state unitary enterprises, it is necessary to list some of the difficulties that the heads of federal state unitary enterprises most often face in this difficult time for them, which is referred to as “privatization” or “corporatization” (the reader has already understood that it is correct and both). Of course, in each specific case the situation may look different, but general trends exist. First of all, after corporatization, the enterprise must become part of another joint-stock company, which, from the moment the territorial administration of the Federal Property Management Agency issues an order on the conditions of privatization, usually already begins to feel like the actual owner of the reformed enterprise. This phenomenon should be treated with understanding, because corporatization will end sooner or later. So the control on the part of the “parent” joint-stock company, some of its persistent recommendations and proposals (which cannot be refused) regarding personnel policy and reshuffle in the management team, these are, so to speak, difficulties of growth. But the main thing, most likely, should be considered such a feature as the actual management of the privatization process on the part of the owner - the territorial department of the Federal Property Management Agency, or rather, very strict control of everything that happens, which is carried out by representatives of this department. The management of the Federal State Unitary Enterprise and its legal service will be able to correctly navigate and find their place in this “two-stage” structure, and therefore will be able to preserve themselves in this difficult period of structural upheaval.

Our cooperation with JSC Reestr-Consulting (then CJSC R-Brock) began more than 10 years ago with the issue of additional shares and continues to this day. We contact you regarding any corporate issue that arises, knowing that we will always receive a competent answer that helps to avoid possible corporate risks, and attentive attitude. Over the years, we have developed warm, friendly relationships with the employees of Reestr-Consulting JSC; the company is our reliable and professional partner.

• N.V. Eremeeva, JSC "ROSNO-MS"

  Head of Compliance Service

We are connected with JSC "Reestr-Consulting" by strong business relations for many years now. During this time, a large amount of work was completed. Ways to resolve any issues were always promptly found, and additional consultations were held as necessary. I would like to note the professionalism of the employees of Registry-Consulting JSC, who are happy to make contact, and perform all work in a timely manner and in a timely manner. in full.

• E.N. Atyasheva, JSC "MEYUZ "YUVELIRPROM"

  Head of Legal Department

OJSC NPO "Khimavtomatika" has been cooperating with the Consulting company JSC "Reestr-consulting" (until 2015 - CJSC "R-Brock") since 2005. All these years, the Company, represented by its employees, has been providing professional help in matters of information disclosure, in the preparation of documents in the form of quarterly reports, lists of affiliated persons, promptly informs about all current changes in legislation related to issues of information disclosure and posting it on the Interfax feed on the Internet. For any questions related to the implementation of corporate actions, you can always get qualified advice from the Company’s employees. We recommend the Consulting Company JSC “Reestr-Consulting” as a professional and reliable assistant in the field of corporate law.

• A.Yu. Ganin, JSC NPO "Khimavtomatika"

  Corporate Secretary

We express our gratitude to the representatives of Registry - Consulting JSC for their high qualifications, responsibility and efficiency, professional resolution of issues and high-quality provision of consulting and information services. We are confident in maintaining the existing good partnerships and look forward to further cooperation

• E.S. Shcheglyuk, Ramenskoye Instrument-Making Design Bureau JSC

  Head of Corporate Governance and Property Management Department

Dear colleagues from JSC “Reestr-Consulting”! Valenta Pharm PJSC has been cooperating with you for many years. I am very glad that we once chose your company, since all our joint projects, within the framework of which JSC “Reestr-Consulting” provided legal and consulting services PJSC "Valenta Pharm" were successfully completed. I am confident that in the future we will work together on various corporate tasks facing our Company.

• S.V. Deryugin, Valenta Pharm PJSC

  Head of Contractual and Corporate Management

We express our gratitude to the representatives of Registry - Consulting JSC for their high qualifications, responsibility and efficiency, professional resolution of issues and high-quality provision of consulting and information services. I would like to especially note high professionalism employees of JSC "Reestr-Consulting" who are happy to make contact and all issues are resolved and completed in a timely manner, promptly and in full. ETALON JSC hopes for further cooperation.

A unitary enterprise is a special form of operation of an enterprise in which the property used by the company is not its property. There are the following types of unitary enterprises:

• federal;

Features of reorganization and liquidation of unitary enterprises

• voluntary liquidation. Carried out by decision of the body that created the company (local government body or other body state power). Conducted according to typical established by law procedure;
• forced liquidation. It is carried out by decision of the arbitration court, the basis for which may be the following points in the activities of the enterprise:
  • systematic violation of the laws of the Russian Federation;
  • carrying out illegal activities;
  • refusal to eliminate violations in its activities that were identified by government agencies during inspections;
• . . The only peculiarity is that the head of the enterprise is not its owner, and therefore cannot, under his authority, file a claim in the arbitration court. If there are first signs of the organization’s insolvency, the manager officially contacts the authority that created the organization and reports the crisis situation;
• . According to the norms of Article 29 of the Federal Law “On State and Municipal Unitary Enterprises” dated November 14, 2002 No. 161, the procedure for reorganizing the unitary enterprise can be carried out in:
  • change in the activity of the enterprise in the form of .

Any reorganization process (as opposed to the transformation of private enterprises) is carried out by decision of the owner of the company's property.

How does the reorganization take place?

In this section we will look in detail at how the reorganization process occurs. individual species unitary enterprises.

MUP

In the process of transforming a municipal unitary enterprise, a set of actions is carried out:

• audit of the financial and economic activities of the enterprise in order to identify problem areas of activity and development prospects;
• . The purpose of this procedure is to analyze the value of the entire property complex on the basis of which the MUP previously functioned;
• creation of a privatization commission as part of a government agency’s decision to carry out reorganization. The fact is that even if the JSC remains in state form property, the property will still have to be transferred to the balance sheet of the enterprise.;
• activities of the commission. Afterwards it is formed. The value and list of the company's property is assessed on the basis of audit findings, inventory reports and documents for land plots that are used in the functioning of the company. After this, the company's shares are also issued;
• registration of changes with Rosreestr authorities.

It is important to note that the state can sell part of the issued shares to interested individuals and legal entities.

State Unitary Enterprise

The start of the procedure for reorganizing a state unitary enterprise into a state budgetary institution is no different from the transformation of a municipal unitary enterprise:

• issued . This document is drawn up by the head of the government body that is the owner of the enterprise;
• a reorganization commission is created.

The main tasks of this commission are:

• carrying out inventory;
• organization and control of the audit financial condition enterprises.

The state simply must understand what amounts of funding will be needed for the enterprise’s activities. There are practically no changes in the functioning of the enterprise. It should be noted that in the process of transforming state unitary enterprises into state budgetary institutions, privatization is not carried out.

Next, we will consider the process of reorganizing a state unitary enterprise into a joint stock company. According to the norms of the Federal Law “On the privatization of state and municipal property”, in order to be able to start the reorganization process according to the type of transformation into a joint-stock company, the Government of the Russian Federation includes the object in the Privatization Plan, which is approved for a period of 1 to 3 years. After the start of the privatization procedure in accordance with the norms of clause 3 of Article 14 of the Federal Law on Privatization, the enterprise must adhere to a number of restrictions:

• impossibility of reducing the number of personnel;
• make expensive transactions (in the amount of more than 50,000 minimum wages).

Based on the results of the inventory, a transfer act is drawn up, which indicates the amount of property value and a list of objects. After completing the transfer deed, the newly created joint-stock company on the basis of the State Unitary Enterprise takes the property onto its balance sheet. At the same time, the JSC, which is owned by the state, issues shares, which can then be sold to individuals and legal entities.

No other aspects of the reorganization differ from those generally accepted in the law.

Federal State Unitary Enterprise

The procedure for converting a FSUE into a JSC goes like this.