Reorganization of the organization

In whatever form the reorganization of the organization takes place, the essence of this event is in the transition of all duties and rights of the company to several or one company on the separation balance sheet or the deed of transfer. In other words, universal succession is realized.

There are various forms of reorganization of enterprises. Among the main ones, one should single out: joining of companies, division of the enterprise into several, separation from the enterprise.

The simplest and easiest option is (update) the liquidation of a firm through sale. This method provides for the replacement of the founder, chief accountant and general director. After the completion of the changeover activities, the company is considered "updated". As a result, the duties go to the newly elected CEO. In this case, the organization is reorganized without any mandatory checks by the tax authority. The duration of the "renovation" of the enterprise in this case is about a month. Thus, for many entrepreneurs, this method is the least onerous.

Reorganization in the form of a merger involves joining several enterprises that have a common legal capacity. To transfer the existing volume of legal capacity, the order under which the "renewal" takes place leads to the emergence of a new company.

It should be noted that in accordance with the Civil Code, the reorganization of the organization can assume the formation of only certain types of commercial enterprises. For example, business associations or partnerships of one type can be transformed into production cooperatives or into societies and partnerships of other types. This restrictive regulation applies to the transformation of joint-stock companies with limited liability, as well as production cooperatives.

It should be noted that, according to the law, it is impossible to reorganize a commercial organization into a non-profit organization and vice versa. In accordance with the provisions of the Federal Law, the union or association, which is a non-profit structure, can be transformed into an economic partnership or a society. In this case, the institution can be reorganized into a commercial enterprise in one form - in the form of an economic company.

These provisions contribute to the provision of universal succession, do not allow situations in which part of the obligations and rights arising from the general legal capacity can not be transferred to another company having special legal capacity. Also, cases are excluded where a company with a special legal capacity could give more rights than it has.

In accordance with the general rule, the reorganization of commercial structures is carried out by decision of its participants (founders) or by a governing body that has the appropriate powers granted to it in accordance with the constituent documents. In this case, this rule provides for exceptions.

The first exception applies to cases that are established within the law. In these situations, as a rule, there is a transformation of the company under compulsory order. This form provides for reorganization by decision of the court or authorized state bodies. If at the same time the decision is not executed within the established time, an external manager will be appointed, who will perform the conversion.

The second exception extends to the cases established by law, when the transformation in the form of a merger (merger) is made by agreement of authorized state bodies. This exemption provides for mandatory obtaining of consent of the authorized body in order to prevent abuse of the situation by commercial structures.