Reorganization (merger, accession, separation, selection, transformation) of legal entities
In our booming world, in order to be successful, we need to constantly improve. This applies to both the individual and the business structure. The situation and conditions of doing business are constantly changing: these are new Russian laws, and a constant change in the structure of the market economy, and the entry into the market of young competitors, and even financial crises of varying degrees of severity, which regularly affect the lives of ordinary entrepreneurs.
And in order for the business to stay afloat, moreover – successfully worked, profit and win new customers, despite the negative factors influencing from the outside, it is necessary to properly and correctly structure this business, organize, change. The tool of this task is the procedure of reorganization of legal entities.
Preliminary in-depth analysis of the company’s state of affairs allowing you to identify all possible ways to reorganize your company and determine the best for achieving the desired goal;
Conducting qualified analytical advice by specialists from different areas of law as well as accounting and tax accounting specialists, allowing to identify existing and possible risks and measures to minimize them, to choose the most suitable way for your firm to reorganize in the light of the economic situation;
Comprehensive support at all stages of the reorganization procedure, including legal and accounting support.
The reorganization of legal entities can be defined as a set of legal procedures, which result in the creation of one or more new and/or discontinuation of the activities of one or more former (reorganized) entities in order to change the organizational and legal form of the enterprise, its owners or the management structure itself, optimize the work of the organization, its assets and liabilities.
Ways to reorganize a legal entity
In the event of a merger, a completely new legal entity is formed – the successor to the reorganized firms, and those organizations that participate in the merger cease their activities with succession, as they transfer all their rights and responsibilities to the new organization.
When legal entities are merged, the rights and responsibilities of each of them are transferred to a newly created legal entity in accordance with the transfer act.
When the merger ceases to exist, the entities to be merged cease to exist.
In the merger, it is possible to change the organizational and legal form of the company.
Joining the organization
Joining is a form of reorganization where one or more entities join the other. At the same time, a new legal entity is not formed.
When you join, the attached legal entities cease to exist.
The company to which they join, in addition to its rights and responsibilities, acquires the responsibilities of the person joining (persons).
Only companies with the same organizational and legal form can choose the “joining” form.
Separating the organization
When splitting instead of one legal entity, several new legal entities are formed.
The reorganized person ceases to operate and all his rights and responsibilities are distributed among the newly established organizations.
Highlighting the organization
One or more new organizations are formed instead of one organization.
The reorganized organization does not cease its activities, but transfers some of its rights and obligations to the enterprises allocated from it.
Transforming the organization
The transformation changes the organizational and legal form of the organization.
As a result of the transformation, the old organization ceased its activities and replaced only one new organization, which transferred all the rights and responsibilities of the reorganized organization.
When reorganizing, you should consider
Most organizations do not have such staff of specialists and are trying to reorganize on their own: either by the forces of a single corporate lawyer, or by the forces of their own legal department. And in most cases, due to the fact that corporate lawyers of organizations do not have enough experience in conducting such procedures, in the process of “self-reorganization” they do not comply with the Law of the established terms, the order and procedure of reorganization is violated, and as a result – there are denials of state registration, or, because of the lack of competent preliminary analysis, are chosen not optimized schemes of reorganization (restructuring), which leads to delaying the time, , and for frequent, does not lead to the achievement of the necessary goal.
Our company has a lot of experience in various forms of reorganization, as well as has a large staff of highly qualified specialists, and is ready to approach this procedure comprehensively with full responsibility.
We will advise you, help you organize a business, choose a tax system, and if necessary – accompany the process of organizing your business on legal, accounting and tax issues. And believe me, your money will certainly come back to you.