Reorganization in the form of division

Reorganization in the form of merger

Reorganization in the form of the merger - is creating a new society with the transfer of all rights and obligations of two or more companies and the termination of the latter.

The general meeting of members of each company involved in the reorganization in the form of mergers and take decision on such a reorganization, approval of the merger agreement and the charter of the company, created through a merger, as well as approving the transfer certificate.

Merger agreement signed by all parties of society, created by the merger, is its founding document, and must meet all requirements of the legislation of the Russian Federation.

In the case of the general meeting of members of each company involved in the reorganization merger, the decision on such a reorganization, the approval of the merger agreement, a charter company, created through a merger, and the act of transfer elect executive bodies created by the merger is carried out on joint general meeting of companies participating in the merger.

With the merger of companies all rights and obligations of each transition to a society formed by the merger, in accordance with transfer regulations.

Reorganization in the form of connection

Reorganization in the form of connection - this is the termination of one or more companies transfer all their rights and obligations to another company. When you join one entity to another to last all the rights and duties of the connected entity, you should act in accordance with the act of transfer.

Reorganization in the form of transformation

Reorganization in the form of transformation - a transformation of the legal entity of one type into another type of legal entity (the change of legal form). With the transformation of society to the newly emerged legal entity assumes substantially all the rights and obligations of the reorganized company in accordance with the act of transfer.

Reorganization in the form of separation

Reorganization in the form of separation - is to stop the company from the transfer of all of its rights and duties of the newly established companies. At the division of legal entity all his rights and responsibilities go to two or more newly established companies in accordance with the separation balance sheet.

Reorganization in the form of division

Reorganization in the form of division - is the creation of one or several companies with their share of the rights and obligations of the reorganized company without termination of the latter. When you select from the company one or more companies, each of them becomes part of the rights and duties it reorganized in the form of allocation of the company in accordance with the division balance sheet.

Peculiarities of reorganization a legal entity:

As a rule, the reorganization is conducted under the decision of the participants of the legal person or owner of its asset, i.e. voluntarily. However, concerning commercial organizations the law provides also such cases, when the reorganization can be effected under duress

At allocation, separation or merger of several organizations arises, as the minimum, one new subject of law, therefore in such cases the reorganization is considered completed at the moment of state registration of the newly founded legal persons. At annexation of the new legal persons there is no, hence, reorganization is perfected at the moment of exception of the affiliated organization of the uniform state register.

As the reorganization of the legal person can essentially mention interests of the creditors, its obligatory condition is the prior notification of the creditors, which in such case have the right to require the cease or prescheduled execution of the obligations of the reorganized legal person and indemnification.

Дата добавления: 2015-11-14