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The General procedure of reorganization of legal entity

The General procedure of reorganization of legal entity

The procedure of restructuring is quite complex and it is difficult to determine its exact boundaries, because often the preparation for the reorganization begins long before the formal decision of participants (shareholders) at the General meeting and consists of the preliminary analysis of the condition of the assets and liabilities of the enterprises, carrying out inventory, making a list of creditors.

Also working on completing the process of reorganization can continue for a long time after its registration in the state and include such items as:

  • registration of the report on securities issue (exchange) if involved in the reorganization of JSC;
  • the transfer of assets and proper of their registration (e.g. real estate) from ceased operations of the companies and the successors;
  • changes in the constituent documents of the company-successor.

Given this, it is important to understand when the moment of completion of reorganization procedures for third parties.

Our advantages

Preliminary deep analysis of the situation companionway to identify all the possible ways of reorganization of Your company and determine the optimal to achieve the desired goal;

Conducting analytical consultations of qualified specialists from various fields of law as well as experts on accounting and tax accounting, allowing to identify existing and possible risks and measures to minimize them, choose the most appropriate for Your firm's method of reorganization with respect to economic situation;

Comprehensive support at all stages of the reorganization, including legal and accounting support.

Classification of types of reorganization

Types of reorganization:

The creation of new or termination of old legal entities

create one

the creation of multiple

termination of one

the termination of several

merging organizations



joining the organization



the division of the organization



the allocation of the organization



the transformation of the organization



The succession tax and other liabilities of the organization in different forms of reorganization

The table shows the options of the succession tax and other liabilities of the organization in different forms of reorganization:

Payment of taxes, fines, penalties, settlements with creditors submission of reports assigned to the assignee of the

The merger





The assets and liabilities transferred to the transferee

Succession does not occur in respect of taxes, fines, penalties, settlements with creditors, Deposit accounts

In the case of reorganization (merger, accession, division, separation, transformation) of the labor relationship with the employee's consent continue

The merger of legal entities - creating a new company with transfer to it all rights and obligations of two or more companies and the termination of the latter.

Accession - the termination of one or several companies with transfer of all their rights and obligations to another company.

Separation - the termination of a company by transfer of all its rights and obligations to newly established companies.

Allocation - the establishment of one or several companies with transfer to it (them) of part of the rights and obligations of the reorganized company without termination of the latter.

Conversion is the transition from one organizational-legal form of legal entity to another.

The procedure for all forms of reorganization are significantly different from each other, but they all have common elements.

Overall and most importantly for all these forms of reorganisation is a universal succession, which involves the transfer to the assignee the rights and obligations of the reorganized legal entity by deed of transfer is the main hallmark of any reorganization. In the instrument of transfer shall reflect the provisions on succession with respect to all the rights and obligations of reorganized legal entity (including for disputed liabilities) and all its creditors and debtors.