Company reorganization - the procedure in which there is a replacement of entities having certain rights and obligations. In this case, it is possible to carry out the merger, merger, separation, isolation, transformation. This process is accompanied by many nuances that must be taken into account for the requirements of the current legislation and the interests of all participants in the reorganization procedure.
The activities of many business entities are short-lived, during the year they are often forced to liquidate or reorganize. There are very few entities that have survived in their original form, because the laws of a market economy dictate the need for changes to many of them. These processes are natural in many countries.
It is very difficult to guess the long-term structure and effective type of enterprise activity from the beginning of its existence. In any business, there are ups and downs that occur for both internal and external reasons. The owners of enterprises, faced with negative aspects, are looking for a way out of the situation that has developed by transforming or liquidating the enterprise.
Liquidation of an enterprise is more difficult than creating it. Owners generally do not deal with liquidation simply because the process is lengthy and requires considerable costs.
Types of enterprise reorganization are as follows: merger, division, transformation, accession of a business entity.
Registration of enterprise reorganization
Actions during the enterprise reorganization procedure are presented as follows:
- decision-making;
- notification of the decision within three days (workers) of the state registrar;
- the creation of a reorganization commission;
- publication in the media of an announcement of the reorganization of the enterprise;
- drawing up a deed of transfer;
- submission of the necessary documents to the state registrar in a timely manner.
Reorganization of a legal entity and LLC
Transformation of a legal entity is a special type of reorganization in which the organizational and legal forms change. In the event of a transformation, all rights and obligations, as well as property, shall be transferred to the new legal entity.
The reorganization of a legal entity is carried out by decision of the founders or authorized bodies. The form of reorganization of legal entities can be of the following types:
- merger - legal entities (two or more) are combined into a single entity;
- affiliation - one or more legal entities join an existing one;
- separation - one person ceases to exist, being divided into two or more persons;
- separation - one or more legal entities are distinguished from one main one;
- transformation - the transformation of one legal and organizational form into another.
A legal entity can be considered reorganized from the moment when this fact was registered in state registration. The law establishes that the reorganization process in such a way as separation or separation occurs upon decision-making by authorized state bodies, as well as by the court.
In the merger, transformation and accession of certain legal entities, the transfer of duties and rights is carried out using transfer acts, separation and separation - using the separation balance sheet.
Entities that have decided on the reorganization process must notify creditors in writing.
A legal entity that performs a reorganization of an enterprise, for example, from an LLC to a closed joint-stock company, must, within three days (workers) submit to the registration authority: a notice of the start of the procedure and a decision on the reorganization process.
Reorganization LLC carried out on the same principles as a legal entity. The following points should be considered in this procedure:
- The company may voluntarily reorganize in the manner prescribed by law.
- A reorganized LLC, after making an entry in the state register, should post a message about its reorganization to specialized media once a month.
Registration of companies by the state and making entries on the liquidation of enterprises is carried out only when providing evidence that creditors have been notified.
The complexity of the reorganization of the enterprise
The reorganization of the organization is associated with some legal risks. This is due to the fact that the reorganization is not a one-time phenomenon, but a complex legal procedure that affects the duties and rights of not only a specific legal entity, but also creditors and founders.
The complexity of the reorganization is, firstly, in deciding on this procedure. AT unitary enterprises this issue is solved quite simply, since the owner of such an enterprise makes a decision alone. The process is more complex undergoing business entities, LLC and companies with additional responsibility.
Secondly, by decision of the general meeting, economic entities and societies of a certain type can be transformed into these structures of a different kind or into cooperatives. The difficulty is that in economic facilities this decision is made by common agreement of all participants, and in LLC and ODO - unanimously. If the consent of some participants is not available, this may lead to the inability to reorganize the enterprise.
Risks arise immediately after the adoption of an appropriate decision on the reorganization process. The bottom line is that the founders or the persons who made the decision on the reorganization have the obligation to notify the creditors in writing (no later than 30 days from the day the founders made the decision). Lenders have the right to demand long-term performance of duties if the legal entity is a debtor, or compensation for losses.
It is important to take into account the fact that the executive body during the reorganization has the obligation to notify the tax authorities (no later than 5 days from the date of the decision on the reorganization). This may result in a tax audit.
