Limited Liability Companies

March 22nd, 2021 by nathan Leave a reply »

Current legislation does not contain a definition of reorganization of legal entity, but it clearly captures the form of reorganization. Today, the reorganization represents a variety of ways to stop and simultaneous occurrence of legal persons effecting the transfer of rights and responsibilities. Art. 51 Federal Law "On Limited Liability Companies" regulates the reorganization. " Paragraph 2 of this article points out the following form reorganization: merger, acquisition, separation, transformation. Resolution of the Plenum of the RF 90/14 contains requirements on the reduction of the founding documents in compliance with the law, and actions related Company registration with the reorganization of society that have the following requirements. When merging companies contract their merger to be approved by general meetings of all the companies involved in a merger, signed by all members of the new company and is a founding document that corresponds to the rules imposed on transactions and to a constituent treaty. All societies are involved in the merger cease to exist while creating a new society with all the rights and duties of companies involved in the merger.

When you join one or several companies about their accession treaty is approved by general meetings of all involved in transforming societies, with the company to decide on the establishment and approval of the deed of transfer for the same general meeting of all the companies are making changes to the statutes society to which you are joining. The company to cease to exist, transferring its rights and obligations attached. When you split the participants decide on such reorganization, dividing the rights and responsibilities through separate balance sheets and statements of constituent documents of each of the established companies. With the transformation of society in a different legal form of organization members decide whether such a transformation, and amend the founding documents in accordance with the requirements of these organizational and legal forms. When you select a general meeting shall decide on such a reorganization, defines the conditions under which there is an allocation, according to the separate balance sheet and changes in the constituent documents.

Participants take off company statutes and memorandum of association created by society. State registration Ltd. was established as a result of the reorganization of the organizations is carried out in accordance with the Federal Law "On state registration", as well as in other cases, state registration tax authorities. It should also be noted that in any restructuring of the rights and responsibilities of some other societies pass by universal succession similar transition as part of the rights of responsibilities and the total volume. Not only is permitted reorganization, at which the separation of rights from responsibilities.

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