in whatever form made the reorganization of the organization, the essence of this event - the transition of responsibilities and rights of the company to more than one company or the separation balance sheet or the transfer act.In other words, it made universal succession.
There are various forms of reorganization of enterprises.Among the key should be highlighted: the merged companies, the separation of the company into several selection from the enterprise.
most simple and easy option is to (update) the liquidation of the company through the sale.This method involves changing the founder, chief accountant and CEO.After the completion of measures for change, the company considered to be "updated".As a result, obligations are transferred to the newly elected Director General.In this case, the reorganization of the organization is carried out without any mandatory inspection by the tax authority.The duration of "renewal" of the enterprise, in this case - about a month.Thus, for many businesses, the method is less burdensome.
Reorganization through merger involves the amalgamation of several companies that have a general legal capacity.To transfer the available amount of standing order in accordance with which the "renewal", gives rise to a new company.
It should be noted that, in accordance with the Civil Code of the reorganization of the organization may involve the formation of only certain types of businesses.For example, business companies or associations of the same type can be converted to cooperatives or companies and partnerships of other types.This restrictive regulation applies to the transformation of joint-stock companies, limited liability companies, and production cooperatives.
It should be noted that, in accordance with the law, can not be reorganized into a non-profit organization of business and vice versa.In accordance with the provisions of the Federal Law, the union or association is a nonprofit structure can be transformed into a business partnership or company.This institution may be reorganized into a commercial enterprise in the same form - in the form of business entity.
These provisions contribute to the achievement of universal succession, do not allow a situation in which a portion of the total capacity deriving from the duties and rights can not be transferred to a company that has a special standing.Also excluded are cases where a company with special legal capacity, would give more rights than she has.
As a general rule, the reorganization of commercial organizations by decision of its members (founders) or a governing body that has the appropriate powers delegated to it in accordance with the founding documents.Thus, this rule provides for exceptions.
first exception applies to cases which are established under the law.In these situations, usually occurs by the transformation of compulsion.This form provides for the reorganization by a court or authorized government agencies.If the decision is not executed within the prescribed period, he will be appointed as the external manager, who will make the conversion.
second exception applies to statutory cases where conversion to a merger (merger) is carried out with the consent of the authorized state bodies.This exception provides for the mandatory consent of the authorized body in order to prevent abuse of the position of commercial entities.
