In whatever form the organization is reorganized, the essence of this event is the transfer of all the duties and rights of a company to several or one company according to a separation balance sheet or a deed of transfer. In other words, universal succession is carried out.
There are various forms of enterprise reorganization. Among the main ones, it is worth highlighting: the merger of companies, the division of the enterprise into several, the separation from the enterprise.
The simplest and easiest option is (update) the liquidation of the company through the sale. This method involves changing the founder, chief accountant and CEO. After completion of the shift activities, the company is considered “updated”. As a result, responsibilities are transferred to the newly elected Director General. In this case, the reorganization of the organization is carried out without any mandatory checks by the tax authority. The duration of the "renewal" of the enterprise in this case is about a month. Thus, for many entrepreneurs, this method is the least burdensome.
Reorganization in the form of a merger involves the union of several enterprises that have a common legal capacity. To transfer the existing legal capacity, the procedure in accordance with which the “update” is carried out leads to the emergence of a new company.
It should be noted that, in accordance with the Civil Code, reorganization of an organization may imply the formation of only certain types of commercial enterprises. For example, business companies or partnerships of one type can be transformed into production cooperatives or into companies 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, in accordance with the law, it is not possible to reorganize a commercial organization into a non-profit organization and vice versa. In accordance with the provisions of the Federal Law, a union or association, which is a non-profit structure, can be transformed into a business partnership or society. In this case, the institution may be reorganized into a commercial enterprise in one form - in the form of a business company.
These provisions help to ensure universal succession, do not allow situations in which part of the obligations and rights arising from the general legal capacity cannot be transferred to another company with special legal capacity. Also excluded are cases when a company with 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 the governing body, which has the appropriate powers granted to it in accordance with the constituent documentation. However, this rule provides for exceptions.
The first exception applies to cases that are established by law. In these situations, as a rule, the company is transformed by force. 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 prescribed time period, an external manager will be appointed who will carry out the transformation.
The second exception applies to cases established by law when a transformation in the form of a merger (accession) is carried out by agreement of authorized state bodies. This exception provides for the mandatory receipt of the consent of the authorized body in order to prevent abuse of the position by commercial entities.