The reorganization of a legal entity is mainly carried out according to the decision of its participants and is needed to consolidate the assets of several companies in one or vice versa – their spin-off into several ones. To change the legal organizational form, for example, from a private enterprise (PE) to a limited liability company (LLC). In turn, the reorganization is also one of the ways to terminate the activity of an enterprise and is realized in the form of merger, consolidation, spin-off and transformation.
A new company emerges as a result of the merger of several companies; all rights or obligations of predecessors are transferred to it and the old companies cease to exist.
The essence of the consolidation is that one or several companies join the already existing legal entity, and all rights and obligations are transferred to it. The legal entity that has been joined continues to exist, and the consolidated companies cease.
When splitting an existing company, two or more legal entities are formed, and the parent company, in turn, is terminated.
The transformation of a legal entity enables to change the legal status. This method of reorganization is used when an LLC becomes a joint stock company (JSC) or, as mentioned earlier, a private enterprise is transformed into an LLC.
The reorganization of a company is a quite expansive process that requires specific experience and sequence of actions, compliance with all procedures provided by law.
Owing to the acquired experience, the lawyers of the Law Firm “Dominanta” will help you to choose the best option for carrying out such a procedure and will outline the advantages of the chosen strategy. Having carried out the turnkey reorganization procedure, we will deliver the finished documents to you.
The scheme of cooperation with our company is as follows:
Consultation in the office of Law Firm “Dominanta”
Determination and selection of a package of services
Obtaining the necessary information and authority from the customer (grant of a power of attorney)
Completion of the reorganization procedure and transfer of the result to the client
For the reorganization procedure with the help of our company, we offer four types of cooperation. The cost of each of the following options depends on the amount of work we do.
consultations and recommendations on the reorganization procedure
all the same as Standard and additionally
all the same as Optimal and additionally
all the same as Premium and additionally
drawing up decisions on termination
support of the general meeting of participants of the enterprise for making a decision on reorganization
support of passing inspections in the pension fund and tax authorities
paperwork on taking a physical inventory
notifying creditors and government authorities about reorganization
notifying the State Registrar about the termination
closing bank accounts
arrangement of personnel issues
remote audit of 1C database
drawing up the decision of the enterprise on the completion of reorganization and the Charter in the new edition
drawing up an act of transfer and acceptance
or a divided balance sheet
solving non-standard issues
registration of termination of the enterprise and changes in the constituent documents of the continuing company
transfer of documents to the archive and receipt of certificate from the archival institution
support of re-registration of property of the enterprise after completion of the reorganization procedure
* administrative, notarial fees and expenses associated with the reorganization of an enterprise shall be paid by the client separately.
* the cost of the package of services can be changed for companies:
- having a long history;
- having over 5 official employees in the staff;
- being VAT payers.
You can carry out a reorganization by yourself when following the specified plan:
Making a decision of the enterprise to terminate by reorganization. The decision can specify a minimum termination period of 2 months. A liquidation commission (a liquidator) must be selected;
Notification of creditors and solution of personnel issues;
3) State registration for the commencement of the termination procedure;
4) Determination of the list of contracts and property that must be re-issued as a result of reorganization;
5) In the case of objections from the Pension Fund or the tax authorities – undergoing inspections by these bodies;
after the expiration of the 2 – month period
6) Drawing up and signing an act of transfer and acceptance or a divided balance sheet between enterprises;
7) Transfer of documents of the terminated enterprise to an archival institution and obtaining a relevant certificate;
8) Adoption of the decision on the completion of the reorganization and approval of the Charter in a new edition at the general meeting of the continuing company;
9) Registration of termination of the enterprise and changes in the Charter of the continuing company.
10) re-execution of contracts and property as a result of completion of the reorganization procedure.
By contacting the Law Firm “Dominanta”, you will receive a guaranteed positive result, and also save yourself the negative consequences associated with improper execution of documents and violation of the reorganization procedure.
Our knowledge is the key to preserving your assets!