Restrictions related to enterprise reorganization
Posted: Wed Jan 22, 2025 5:19 am
If necessary, the owners of the enterprise can carry out reorganization:
Mixed (combined) type, when several forms of such procedure are applied simultaneously. This right is provided for in paragraph 2 of clause 1 of Article 57 of the Civil Code of the Russian Federation.
With the use of various organizational and legal forms. For example, a JSC and an LLC may simultaneously participate in the reorganization process. This provision is valid if the legislation does not provide for a ban on a specific type of merger (paragraph 3, clause 1, article 57 of the Civil Code of the Russian Federation).
The legislation prohibits:
a combination of some forms of enterprise reorganization;
inclusion in reorganization stockholder database procedures of organizational and legal structures of companies that are not provided for by the law: paragraph 4, clause 1, article 57 of the Civil Code of the Russian Federation. For example, in accordance with the regulation on non-state pension funds, the legislator prohibits the use of forms of organizational structure that are not specified in the relevant list (part 2, article 33, Federal Law No. 75 of 07.05.1998).
In this case, one should also take into account the presence of special requirements for the procedure, which are listed in paragraph 5, clause 1, article 57 of the Civil Code of the Russian Federation.
The creation, reorganization and liquidation of enterprises are in any case subject to registration in the Unified State Register of Legal Entities, which is carried out after the expiration of the period stipulated by law for challenging the decisions made by the founders. Before the start of the reorganization of the enterprise, a corresponding entry is made in this register. After that, the right to challenge the decision of the founders, which appears for business owners and third parties (Article 60 of the Civil Code of the Russian Federation), is valid for 3 months. The Plenum of the Supreme Court in Resolution No. 45 of 12/24/2020 noted: the current guarantees of the right also extend to the guarantor who has fulfilled obligations to the creditor. If after the expiration of 3 months the decision to change the structure of the organization retains legal force, a new company can be registered.
Regardless of the scale and forms of reorganization of the enterprise structure, the success of this procedure depends on the readiness of the leaders and managers of the initiating company to manage the change processes. It is possible to draw up a detailed plan for the implementation of the planned reforms, but there is always a possibility that it will have to be adjusted during the process itself. It is impossible to foresee all the moments, therefore it is necessary to create conditions under which the reorganization will always take place within certain limits and will not cause significant damage to the business.
Author of the article
Dmitry Svistunov
Dmitry Svistunov
Head of SEO and Development
Latest articl
Mixed (combined) type, when several forms of such procedure are applied simultaneously. This right is provided for in paragraph 2 of clause 1 of Article 57 of the Civil Code of the Russian Federation.
With the use of various organizational and legal forms. For example, a JSC and an LLC may simultaneously participate in the reorganization process. This provision is valid if the legislation does not provide for a ban on a specific type of merger (paragraph 3, clause 1, article 57 of the Civil Code of the Russian Federation).
The legislation prohibits:
a combination of some forms of enterprise reorganization;
inclusion in reorganization stockholder database procedures of organizational and legal structures of companies that are not provided for by the law: paragraph 4, clause 1, article 57 of the Civil Code of the Russian Federation. For example, in accordance with the regulation on non-state pension funds, the legislator prohibits the use of forms of organizational structure that are not specified in the relevant list (part 2, article 33, Federal Law No. 75 of 07.05.1998).
In this case, one should also take into account the presence of special requirements for the procedure, which are listed in paragraph 5, clause 1, article 57 of the Civil Code of the Russian Federation.
The creation, reorganization and liquidation of enterprises are in any case subject to registration in the Unified State Register of Legal Entities, which is carried out after the expiration of the period stipulated by law for challenging the decisions made by the founders. Before the start of the reorganization of the enterprise, a corresponding entry is made in this register. After that, the right to challenge the decision of the founders, which appears for business owners and third parties (Article 60 of the Civil Code of the Russian Federation), is valid for 3 months. The Plenum of the Supreme Court in Resolution No. 45 of 12/24/2020 noted: the current guarantees of the right also extend to the guarantor who has fulfilled obligations to the creditor. If after the expiration of 3 months the decision to change the structure of the organization retains legal force, a new company can be registered.
Regardless of the scale and forms of reorganization of the enterprise structure, the success of this procedure depends on the readiness of the leaders and managers of the initiating company to manage the change processes. It is possible to draw up a detailed plan for the implementation of the planned reforms, but there is always a possibility that it will have to be adjusted during the process itself. It is impossible to foresee all the moments, therefore it is necessary to create conditions under which the reorganization will always take place within certain limits and will not cause significant damage to the business.
Author of the article
Dmitry Svistunov
Dmitry Svistunov
Head of SEO and Development
Latest articl