Reorganization is the actual termination of a company. It is accompanied by a common succession. The result of the procedure is the emergence of one or more legal entities. They act as obligated entities in relations in which the original enterprise took part. Let us further consider the ways of reorganization. 
General characteristics of the procedure
Reorganization is a process that is carried out by decision of the founders of the company, owners of property authorized by the firm, and also on the basis of a court order. In some cases, this procedure is carried out in order to avoid liquidation of the company, including in connection with its bankruptcy (insolvency).
Transition rights
The reorganization of the organization entails the transfer of legal opportunities from a previously operating enterprise to a newly created one. This procedure is always associated with property succession. In this regard, in its implementation, the issue of the volume of responsibilities and rights is always of particular importance. Succession may be made:
- In full and only to one company. For example, this is the case if a reorganization is carried out in the form of a merger, merger or transformation.
- In full to several successors in the respective shares.
- Partially to one or more enterprises. Such a succession occurs in the allocation.
Distinctive features
Reorganization is one of the methods of terminating a company’s work, not involving the repayment of its obligations. This is different from elimination. During the reorganization, both rights and obligations pass to new subjects. Succession in this case has a universal character. This, in particular, means that it is not individual responsibilities and rights that are transferred, but their complex. In addition, newly created persons cannot refuse to accept any part of them. During the procedure, all issues should be resolved regarding the identification of entities that act as successors. This problem arises most acutely during the reorganization in the forms of separation and separation. This is due to the fact that in such cases always forms several persons. Reorganization in the form of accession, transformation or merger involves the emergence of only one entity. He will be the successor.
Documents
During the reorganization of the company, a separation balance sheet or a deed of transfer must be drawn up. The first is necessary when isolating and separating. The deed of transfer is drawn up upon accession, merger or transformation. In the balance sheet, a specific entity to which a specific obligation has passed has to be uniquely defined. Both of these documents should also contain data on all debts of the company. Among them are indicated those obligations that, in the opinion of the reorganized company, can not be fulfilled. 
The decision to conduct the procedure
It can be accepted by the participants or the authorized body of the company. This will depend on the legal status of the company. Any voluntary procedure should begin with a decision. In JSC, this issue is referred to the authority of the meeting of shareholders. When making a decision, a number of formal requirements must be taken into account:
- A proposal by the board of directors should be received, unless another condition is specified in the company's charter.
- Decision-making is carried out by voting.For the reorganization there should be a majority of at least 3/4 of the owners of voting shares from the quorum of the meeting. Moreover, holders of preferred securities also have the right to participate in decision making.
Classification
In the Civil Code, 5 schemes are established according to which reorganization is carried out:
- Joining.
- Merge.
- Separation.
- Conversion.
- Selection.
Let's consider them in more detail.
Reorganization Forms: Description
In the event of a merger, each of the merging enterprises ceases its activities, and its duties and rights go to the created legal entity. Upon joining, one enterprise becomes the successor of another, existing. All duties and rights pass to the latter without changing its legal status. That is, a reorganization decision for an existing company is an agreement to join another company. The constituent documents of this company are amended accordingly. Reorganization forms such as separation and separation have a number of common features. However, there is a significant difference between them. So, during the division, one enterprise ceases to work and other legal entities appear on its basis. With the separation, the company itself continues its activities, but new firms are formed on the basis of its structural divisions. 
Conversion
Its essence lies in the fact that an enterprise having one legal form ceases to work. Instead, a new legal entity with a different status appears. However, changes in the number of participants do not occur. In this case, the transfer of duties and rights is carried out to one successor. As practice shows, transformation is one of the most common ways of reorganization. The legislation establishes a number of prohibitions. So, a commercial company cannot be transformed into a non-profit, LLC and AO - into state-owned enterprises or partnerships.
Credit Guarantee
Reorganization is a process that substantially affects the interests of entities to which the enterprise has obligations. In this regard, the legislation provides guarantees for the protection of creditors' rights. First of all, participants in a commercial company or members of the body that made the relevant decision should send a written notice to all persons to whom the company is indebted.
State registration
A commercial organization will be deemed to be reorganized from the moment of making the relevant entries in the Unified Register of all newly formed legal entities. This is the general procedure provided for most methods of the procedure. If the reorganization is carried out in the form of accession, the process will be considered completed after making a record in the Unified State Register of Legal Entities on the cessation of operation of the enterprise, which was part of the existing company, and registration of changes in the constituent documentation of the latter. 
Authorized Authority Failure
State registration of newly created companies during the reorganization, making appropriate entries in the Unified State Register of Legal Entities is carried out according to general rules. According to Art. 59 of the Civil Code, the grounds for refusal of the authorized body may be failure to provide a separation balance sheet or a deed of transfer along with constituent documents or the absence of provisions in them that determine the succession to obligations.
