Reorganisation of companies
Legally company reorganization mean the end of the legal entity without liquidation. In other words, the reorganized legal entity after the reorganization, there is no - it is either connected to another legal entity, or distributed to other operating or newly established legal entities.
The law strictly regulates the legal entities reorganization and reorganization proceedings. The main aim of the regulation - to protect third parties (creditors, employees, minority shareholders) interests. The requirements and procedures must be strictly adhered to, because if there is damage, then the notary refused to confirm that statutory obligations are met or refuse to confirm the reorganization after the company incorporation documents, or the State Enterprise Centre of Registers refuse to register them.
In all cases, the reorganization must be prepared terms of reorganization, which is the key document in detail and they expected the manner in which the reorganization will be carried out, as allocated to participating in the reorganization corporate assets, rights and obligations of the manner in which one legal entity the participants is another legal entity the participants and others. Prepared reorganization conditions must be submitted to the Register of Legal Entities, and only then may be published and communicated to the creditors of the planned reorganization.
If the reorganization involved in a joint-stock company or if other forms of reorganization of legal entities players with at least 5 percent. Votes on request, each participating in the reorganization of the legal person management bodies must prepare a written report on the reorganization of the objectives, conditions, business continuity, the reorganization of economic fundamentals and terminology. Prepared terms of reorganization must check audit company that prepared the evaluation report must be submitted to the State Register.
Reorganization can be done in two ways: mergers and divisions.
Legal persons circuit techniques are:
Connection - this is one or more legal persons to another legal entity.
Connectivity - two or more legal persons into a new legal entity.
Legal persons division methods:
Distribution - this reorganized legal person the rights and obligations Distribution operating other legal entities.
The division - which is one of the reorganized legal entity in the establishment of two or more legal entities, which in certain parts passes reorganized legal entity‘s rights and obligations.