Reorganization of a legal entity
Reorganization of a legal entity is a process as a result of which an organization is enlarged or reduced. In some cases, the company completely ceases to function and transfers its rights and obligations to the assignee.
There are 5 types of reorganization:
- The merger. Of 2 or more organizations, one is formed, a larger one. Initial enterprises cease to exist and transfer rights and obligations to the new.
- Segregation. One or several enterprises stand out from a large organization. The original continues to exist in the previous mode. And the new ones function independently.
- Accession. One organization joins another. The first continues to exist in its original form, and the second ceases independent activity.
- Conversion. Change of legal form of a legal entity. For example, AO goes to LLC.
- Separation. A large organization is divided into 2 or more small ones. Moreover, the original ceases to exist. And each of the new becomes an independent subject of law.
Company reorganization procedure
The reorganization of a legal entity varies slightly depending on the type selected. However, the main stages of the procedure are the same:
- Decision on reorganization. Accepted at the shareholders meeting by means of a general vote (simple majority of votes).
- Registration of the reorganization notice. The tax inspectorate is notified within 3 days. Within 5 days, lenders and interested parties. 2 times (after 30 days) the information is published in the state registration bulletin.
- Inventory and preparation of financial statements.
- Preparation of the deed of transfer.
- Obtaining new charter documents.
- Preparation of final reporting.
At the final stage of the reorganization, the following actions are carried out:
- calculation of employees;
- write-off of expenses that are not included in the deed of transfer;
- closing of accounts and calculation of net profit;
- transfer of documents and material assets to new enterprises.
The tax authorities may refuse to reorganize and cancel the decision if the company has problems with payments to the Pension Fund. And throughout the process, you must carefully follow the deadlines.
Legal services for a successful reorganization
Strict legal regulation of the process of reorganization of a legal entity leads to the need to attract lawyers. Independent actions in the absence of proper experience can lead to negative consequences.
Required services for the proper organization of the process:
- legal advice on general issues;
- preparation of necessary documentation;
- notice to the registration authority;
- publication of information on current changes in the Bulletin;
- conducting an inventory;
- verification of reporting;
- preparing of the documents for new enterprises;
- closing accounts of the reorganized organization and opening for new ones;
- notification of the tax office about the opening of new accounts.
Reasons to contact DTK Partners
The process involves the simultaneous appeal to various government bodies and the preparation of a significant number of documents. The duration of the process is up to 4 months.
When starting the process of reorganization of an enterprise in Moscow and beyond, it is advisable to involve lawyers from DTK Partners. Lawyers will undertake the preparation of relevant documents and communication with state bodies. DTK Partners has employees who specialize exclusively in the reorganization and liquidation of legal entities. The agency guarantees full follow-up of the procedure in accordance with the requirements of the law