Types of reorganization of a legal entity

Reorganization is a procedure during which one organization ceases to exist and one or more new ones are formed. It can be carried out in various ways. But in any case, as a result of the reorganization, the previously existing legal entity is excluded from the Unified State Register of Legal Entities, and one or more new ones are added to it - these are the successors of the enterprise, to whom its rights and obligations are officially transferred. Such norms are enshrined both in the Civil Code and in the federal legislation of the Russian Federation (No. 14-FZ, No. 129-FZ). These acts regulate all the details of the procedure.

Types of reorganization Procedure algorithm Consequences of the reorganization

Types of reorganization

All possible forms are listed in the Civil Code, and the reorganization of an LLC or JSC is possible either in one of them or using a combination of them. There are five main types of reorganization:

A merger is when several companies form a new legal entity, for example, in the form of a JSC or LLC. All the assets and responsibilities of these pre-existing companies are transferred to the new enterprise.
Joining. Other legal entities join an existing enterprise, transferring all rights and obligations to it. In this case, the first company continues to exist, and those who joined are excluded from the register.
Division - several new ones are formed from a previously existing enterprise.
Spin-off - an existing legal entity does not cease to operate, but one or more new ones are spun off from it.
Transformation - the organizational and legal form of the company changes, for example, from an LLC it turns into a JSC. This is often required by business expansion and the need to attract additional funds.

Business owners have the right to independently choose the form of reorganization based on the interests of the company. For example, a merger is advisable when expanding a business. In some cases, however, it is necessary to coordinate the procedure with the Federal Antimonopoly Service, and the assistance of an experienced lawyer may be required to prepare documents. This mainly applies to enterprises with a large market share.

Procedure algorithm

Each type of reorganization has its own nuances. But in general there is a certain sequence of actions common to everyone:

Making a decision on reorganization at a general meeting (the decision must be unanimous).
Notification of the tax service about the decision made within three days.
Written notification to creditors who may demand early payment of debts.
Publication of an advertisement in a specialized publication.
Registration of a new legal entity.

At each of these stages, legal support may be required.

Consequences of the reorganization

The specific consequences are determined by the form in which the reorganization was carried out. But in any case, they will be associated with the transfer of rights and obligations by a pre-existing company. Reorganization presupposes absolute legal succession, that is, not only all property rights, but also debts are transferred to the new company. There is only one exception to this rule. During reorganization through the allocation of a new legal entity, not all debts and obligations of the old company are transferred to the successor, but only those related to the property transferred to it.

Reorganization is a complex procedure, during which the company will attract the closest attention of inspectors and tax authorities, which can be fraught with detection of violations and fines. Therefore, in order to reduce financial and legal risks, you need to seek professional legal assistance.