One way to start a new business is to reorganize the business. A new business entity can be created not only from scratch, but also by transforming existing companies.
There are several ways of reorganization as a result of which new enterprises appear, namely:
- merger of firms;
- connection of one legal entity with another;
- selection;
- transformation;
- separation.
Reorganization of enterprises: the nuances of the procedure
At the beginning of the reorganization procedure, it is necessary to determine what consequences such a process will entail. So, if a merger, acquisition, transformation or division is envisaged, then the original enterprise is closed, and the new one is registered.
All rights, property and obligations will be owned by the new legal entity.
Spin-off is a process when a new firm is registered as a branch from the original. The latter retains its status, and part of the property is transferred to a new legal entity.
The termination of the work of an enterprise follows a pattern with general rules, but it is worth considering the peculiarities of the procedure.
Action plan
When the owner of the company has decided to stop the activities of the company, he draws up an application, which is sent to the state registrar. A reorganization commission is convened specifically for this procedure.
An entry is made in the Unified State Register about the application received. The media publishes information about the procedure that has begun, indicating the time frame for resolving financial issues with creditors. At a further stage of restructuring, inspections by the tax service or by the pension fund are possible.
In closed transactions with creditors and debtors, documents confirming the legal basis of the procedure are submitted to the state register. After that, a statement of the company’s reorganization is entered into the USR. The enterprise is removed from the state register, information about the fact is submitted to the tax service, the Pension Fund, the National Securities and Stock Market Commission.
Accession
When one company joins another, the latter does not interrupt its work, but only makes adjustments to its documents on the company’s statute. The following processes must be registered in state bodies: termination of enterprise “1” and changes in the documents of enterprise “2”.
Merger and separation
Merger is the completion of work “1” and the creation of a new enterprise “2”.
Splitting is when company “1” splits into several new ones (for example, “2” and “3”).
Transformation
The transformation can be considered a complete process when the termination of one legal entity is registered. Then the account of the creation of a new enterprise is entered.
Package of documents
For a successful reorganization of an enterprise, special attention must be paid to the paperwork. Correctly drawn up documents will confirm the completion of the procedure.
The owner of the company (or an authorized person) must provide the registrar with the following documents:
- completed registration card;
- distribution balance sheet;
- original deed of transfer;
- a certificate from the tax service;
- a certificate from the Pension Fund;
- confirmation from the archive about the acceptance of documentation for long-term storage.
It is also necessary to submit information about settlements with creditors or government funds. Everything must be certified by the seals and signatures of the chairman and members of the reorganization commission. An order is sent to the National Securities and Stock Market Commission to stop the issue of securities and shares.
When registering a new legal entity as a result of a merger, transformation or division of an existing company, the state registrar is submitted:
- completed registration card;
- constituent documents;
- a document confirming the payment of the registration fee.
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