The reorganization of the enterprise represents the termination of its activities. This procedure is accompanied by a common succession. In connection with the reorganization of the enterprise, one or more new legal entities are being formed. They become obligated in legal relations, in which a ceased company took part. 
Why is a procedure needed?
The reorganization of the enterprise is carried out by decision of the participants (founders) of the owner of the property, the authorized body (in accordance with the constituent documentation). This procedure is also carried out in court. It should be understood that the reorganization and liquidation of the enterprise are different processes in essence. As a rule, the first procedure is carried out to avoid the second. All forms of enterprise reorganization involve monopolization. In this regard, coordination with the antimonopoly service is required for the procedures. Reorganization unitary enterprise carried out in accordance with the provisions of the Federal Law No. 161.
Rights and obligations
The reorganization of the company is a specific option for the termination of existing and the formation of new legal entities (except for the spin-off and merger). This method entails the transfer of duties and rights from previously existing companies to those that have arisen again. The question of their volume is essential. This is due to the fact that the reorganization of an enterprise always concerns property succession. During this procedure, obligations and rights may go over:
- In full to one successor. This is the case if you are joining, transforming or merging.
- In full to several successors in certain parts. This transfer of duties and rights occurs during separation.
- Partially to several or one successor. This is the case with selection.
Important point
Reorganization of an enterprise means the repayment of obligations of a company that ceases operations. Succession in this procedure is general. First of all, it is assumed that it is not individual responsibilities and rights that are transferred, but their complex. Also, the successor company cannot refuse to accept them. The reorganization should, among other things, resolve issues related to the identification of entities receiving specific responsibilities and rights. This problem is most relevant when highlighting and separating. When merging, merging and transforming, one enterprise is formed, acting as the sole assignee.
Separation balance sheet and deed of transfer
This or that document is prepared depending on the form of reorganization. So, if separation and separation are carried out, a balance is drawn up. When transforming, merging and joining - a deed of transfer. The dividing balance sheet must contain a clear answer to the question regarding which particular legal entity each specific obligation has transferred to. In it, as in the deed of transfer, it is necessary to include information about all the obligations of the debtor. These include, among others, those for which the reorganizing legal entity, in his opinion, has grounds for non-execution. 
Decision-making
As mentioned above, the reorganization is carried out on the basis of a document approved by the participants (founders), the owner or the authorized body of the enterprise. This will depend on the organization of the company. The beginning of any voluntary company is recorded by the adoption of an appropriate decision. In JSC, this issue is within the competence of the meeting of shareholders.In this case, the following formal requirements must be considered:
- The decision regarding the reorganization is taken solely at the suggestion of the board of directors. A different provision may be spelled out in the Charter.
- The decision must be taken at the general meeting of shareholders by a majority of 3/4 of the votes cast. At the same time, holders of preferred securities have the right to vote.
The main methods of termination of the legal entity
The Civil Code provides five options by which the reorganization of the enterprise is carried out:
- Joining. This method involves the cessation of the activities of one company, accompanied by the transfer of duties and rights to another company (existing). The status of the latter remains unchanged. Reorganization in this case means that the existing enterprise assumes the obligations of the company that ceases to exist. At the same time, appropriate amendments should be made to the Charter.
- Merge. In this case, there is a merger of existing companies into one. Each of the pre-existing enterprises ceases operations, and their duties and rights pass to the newly formed legal entity. Consent antitrust authority necessary if:
- There is a merger or takeover of any associations (unions and associations) of commercial companies.
- Combine firms with assets totaling more than one hundred thousand minimum wages.
- Isolation and separation. These forms of enterprise reorganization are similar. The difference lies in the fact that during the separation, activity ceases for one company, while several legal entities are formed on its basis. With the separation on the basis of the main company, several enterprises are formed, but it remains valid.
- Conversion. Its essence lies in the fact that a legal entity ceases to have one legal status, and instead a new company of a different form is formed. At the same time, the number of persons participating in civil turnover remains the same. All duties and rights of the company, which ceased to exist, pass to the assignee. Transformation, as practice shows, acts as the most common form of reorganization. Commercial companies cannot be transformed into non-profit, and AO and LLC into state institutions and partnerships.
Interests of Lenders
They can be significantly affected during the reorganization. The legislation provides in this regard the establishment of guarantees of the rights of creditors when using the considered methods of termination of the company. First of all, the participants (founders) of the company who made the appropriate decision are required to notify the banking organization about this. The notice must be in writing. 
State registration
According to the general rule, a company is considered reorganized from the date of state registration of newly created companies. However, there is an exception to this provision. It concerns the merger of enterprises. In this case, the procedure is considered completed from the date of entry into the USRLE of information on the termination of the company. This provision is indicated in Art. 57, paragraph 4 of the Civil Code. State registration of companies that arose during the reorganization, amendments to the register (upon joining) are made in a general manner. According to Art. 59 of the Civil Code, the grounds for refusal to register newly formed companies may be failure to provide, together with the constituent documents, a separation balance sheet or deed of transfer, and lack of information on the legal succession of obligations.