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Reorganization of a legal entity

The reorganization of a legal entity is a serious structural, organizational change that always affects the organizational and legal form of the enterprise. There are many reasons for the reorganization of the enterprise. With its help, you can create a new business entity, liquidate an inactive company without bankruptcy proceedings.

Also, the reorganization of the company is the main way of friendly takeover, merger and division of business. The need for reorganization of the organization may arise when changing the old or the emergence of a new profile of the corporation. In this case, the reorganization of the company is required. The reorganization of LLC RB can be initiated by a court decision.

In all cases, the reorganization of commercial organizations requires additional protection of the rights of owners. Because in the process, not only the organizational and legal form changes, but also the composition of property, the number of participants, the size of the share of each owner, and the provisions made in the statutory documents may restrict rights.

Therefore, for reorganization it is better to turn to professionals. If the process is carried out unprofessionally, you can also contact our company to protect your rights. Our lawyers will provide qualified legal assistance.

Enterprise reorganization: why is it good?

According to the Tax Code of the Republic of Belarus, the gratuitous transfer of property of a company to the subject of succession through the reorganization of a legal entity is not recognized as the realization of property rights, goods, works or services. It follows from this that this form of transfer of property is not subject to taxation.

Article 31 of the Tax Code of the Republic of Belarus directly states that the value of property transferred in this way is not subject to value added tax. The provision has been supplemented by Article 128 of the Tax Code of the Republic of Belarus. According to it, property transferred through reorganization is not non-operating income. Thus, the transfer of property in this case according to the separation balance sheet or transfer deed is carried out without paying taxes. This will allow you to save significant funds for conducting business activities, reduce mandatory expenses when creating a new legal entity, liquidating an old one, changing participants or business profile.

Forms of enterprise reorganization

Appropriate methods of reorganization of the enterprise are contained in Article 53 of the Civil Code of the Republic of Belarus. These include:

  • Merging. A way of combining several types of business or companies into one economic entity. Occurs with the formation of a new legal entity from several existing ones. All rights of the old entities are transferred to the new company. And the old firms at the time of the merger suspend their activities.
  • Accession. Also a way of merging corporations. But with some differences. This is a process of friendly takeover by one business entity of another. The rights and obligations of the merging company are transferred to another company participating in the merger.
  • Separation. From the old subject of economic activity, new companies are formed, which are its legal successors. At the same time, the old subject stops working for the duration of the procedure.
  • Selection. This is a special case of separation, in which a new legal entity is formed by transferring part of the rights and obligations of the old one according to the separation balance sheet. At the same time, both the old and the new organizations continue to exist.
  • Transformation is a change in the organizational and legal form of a commercial organization. This is a convenient option for selling an economic entity, for example, a PUE. But it can also be used to change the profile of activity, as an effective tool for increasing the profitability of the organization.

The procedure for the reorganization of a legal entity

Differences in the procedure and order depending on the form of reorganization of the enterprise are legally established. But there are general provisions:

  • A decision is made by the general meeting of participants on the reorganization of the company.
  • The procedure for its implementation is fixed.
  • A complete inventory is carried out with the execution of a transfer act or a separation balance sheet.
  • Creditors and government agencies are notified of the reorganization procedure.
  • The separation balance sheet is approved by the meeting of participants.
  • The name of the company and its statutory documents are being developed.
  • Drafting employment contracts with employees.
  • The state registration of the company is carried out.

In any case, reorganization is a complex legal process, which consists in the implementation of legal actions in accordance with the legislation of the Republic of Belarus, requiring additional legal protection in the process, both of the participants and the company itself, for which they resort to qualified professional assistance from lawyers.

10 reasons to turn to our company for reorganization in Belarus

  1. We provide a turnkey service. We take care of all the bureaucratic delays.
  2. You can use our help at all stages of the procedure. You can contact us for advice, solutions to individual issues, or order a turnkey reorganization of RB LLC.
  3. We work throughout the Republic of Belarus.
  4. We take care of the protection of interests. Our lawyers will interact with all participants in the process: state bodies, creditors in the process of reorganization. This will allow you to comply with the law and avoid legal claims.
  5. Our specialists independently determine the procedure for distributing profits and losses. This will avoid costs for additional financial services.
  6. We will develop a procedure in accordance with the law.
  7. We provide a wide range of additional services: development of the name, statutory documents, printing.
  8. High business reputation in the professional field.
  9. Own staff of qualified lawyers.
  10. Over the years of activity, only positive customer reviews.

For professional legal advice, call +375291102388 or e-mail: info@legaltime.by.

The cost of the service reorganization of a legal entity
Reorganization of a legal entity from 250 USD ($)


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