reorganization of the legal entity is the process of transforming it into one or several companies.
reorganization of the legal entity can be expressed in the form of a merger, division, merger, transformation or spin-off.
Consider the kinds of reorganization of the legal entity:
- merger.
In this process of transforming the organization completely ceases to exist, and transmits its own rights and obligations of the created entity.This is due to the need to reduce management costs, concentration (consolidation) of capital, economies of scale, improve competitiveness, etc.When the merger at the general meeting of the founders of the organization decide on the reorganization.After that the transfer certificate is prepared and then signed an agreement on restructuring.Then create a charter of the organization and is determined by the share capital.
- Accession.
organization (s) that joins, transfers its rights and obligations to another, existing enterprises and ceases to function as a legal entity.At the same time the person takes the rights and obligations that are available to the connecting organization.The decision to reorganize the company, the order and the terms of accession, take on general meeting of the founders and reflect approval of the Agreement, and in the founding documents of the company have been changed.
- Isolation.
created one or more organizations that transferred some of the rights and duties of the company, which will be reorganized without termination of the latter.Rights and responsibilities are defined in the separation balance sheet.
- Separation.
legal person ceases activity, transferring rights and obligations of the newly created organization.Separation and isolation can be carried out forcibly by a court or other competent authority.
- Convert
In this form there is a replacement of the legal form of the company.Since commercial organizations can be transformed into other commercial and non-commercial entities, and vice versa in the commercial profit.
reorganization of a legal entity includes several stages:
1) At the general meeting of the decision on the reorganization of the company,
2) components depending on the form of the transfer act, separation balance sheet, the treaty of accession, division, merger or separation, and so on.n.,
3) to notify the public authorities and creditors,
4) to publish information on the reorganization of the media,
5) notify the registration authority of the completion of reorganization procedures.
If reorganization is necessary conduct a complete inventory of the property, coordinate payments to the tax authorities, off-budget funds, to repay all the debts, including on wages.
Issued reorganization of a legal entity transfer act (balance) in the merger, consolidation, reorganization, or - in the isolation and separation - the separation balance sheet.They should be provisions on the succession, the rights and obligations of the reorganized company.After the state registration of the enterprise is considered reorganized.
Under separate division organizations realize territorially separate from its business units at the location of which are specially equipped stationary (ie, for more than a month) jobs.
Register a separate division of the legal person is held at a different address than the organization itself.Separate unit can have its own balance and current account.
