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Reorganization in the form of accession

The reorganization of an LLC in the form of affiliation is one of the forms of universal legal succession for legal entities provided for by the civil legislation of the Republic of Belarus.

Reorganization as an alternative liquidation method.

The popularity of reorganization in the form of accession among business entities is primarily due to the fact that in some situations it is a very good alternative to liquidation. For example, if a group of companies registered a business company, and then it became clear that it was not worth the rush.

The liquidation of such a company in the general procedure will take up to six months, or even more, and will require the appointment of a liquidator and certain costs. At the same time, accession can be carried out in a much shorter time. However, it is not enough just to register the fact of joining in the Unified State Register of Legal Entities and Individual Entrepreneurs, this must also be done correctly.

Service cost
Reorganization in the form of accession From 250 USD ($)

 

The procedure for registration of accession.

Joining and notifying lenders.

First of all, the affiliated legal entity needs to notify its creditors of the decision to be affiliated. At the same time, it is necessary to notify not only the creditors, the period of fulfillment of obligations to which has come. But also creditors, the period of fulfillment of obligations to which will come soon. The notice must be sent by registered mail to the creditor's legal address. It is important to remember that lenders cannot prohibit joining, no matter how much they want it. They can only demand early fulfillment of obligations and compensation for losses arising in connection with this.

Decision on accession.

The decision on reorganization is taken by the general meetings of the participants of the economic companies participating in the reorganization. The decision must be unanimous regardless of the quorum. Details of the terms of accession are prescribed in the accession agreement. Although the reorganization of an LLC in the form of a takeover is not accompanied by the fragmentation of the property of the subjects participating in it, it is not worth neglecting the preparation of an accession agreement, as well as a deed of transfer. After all, it is important to understand what obligations were transferred (were available) at the time of the emergence of legal succession.

Dismissal or transfer of employees.

It should be remembered and the need to designate the status of employees of the affiliated organization. They must either be dismissed with the payment of compensation, or transferred, with their consent, to the new employer. The director of the affiliated company is inevitably subject to dismissal or transfer to a new employer to a new position. The contract with the manager, individual entrepreneur, or management organization should be terminated.

Output.

In the presence of a significant number of employees and assets, one should not rush to complete the reorganization by registering changes and additions to the charter of the "remaining" business entity. After all, mistakes at the preparatory stage can entail not only penalties in the form of administrative responsibility, but also recognition of the reorganization as not having taken place, which will entail negative consequences that can be expressed not only in failure to achieve the goal, but also in incurring large losses.

Contact details of the responsible person: Skobey Andrey Nikolaevich, lawyer-licensee, you can contact him by phone (+37529 1102388) or by e-mail (info@legaltime.by).

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