Reorganization in the form of allocation

Reorganization is a special procedure, within the framework of which the creation of new business entities takes place, to which the rights and obligations are transferred within the framework of the succession. Reorganization may take the form of transformation, merger, separation, accession and separation.

The most common forms of reorganization in the Republic of Belarus are transformation, separation and affiliation. While the transformation is a more technical procedure, which in fact is not even a reorganization, but rather a change of name. Which is indirectly confirmed by the fact that, according to Belarusian legislation, this reorganization takes place through amendments to the charter.

Separation implies the creation of a new business entity, to which part of the rights is transferred in the order of succession from the "old" business entity. The fact that the original economic entity does not disappear, does not stop, is another distinguishing feature of the separation. But this time already distinguishing it from merger and division.

What should you remember first of all when highlighting?

First, you need to check if the organization is in terms of inspections approved by KGCfor the current semester. Secondly, it is necessary to notify creditors and employees of the decision. Employees have the right to demand early termination of the employment relationship, while creditors have the right to demand early performance of obligations to them. But it is worth remembering that the consent of creditors for reorganization is not required. The main thing is to notify them before the start of the reorganization. There is a myth that it is enough to publish about the reorganization in any local media. However, such notification will not be considered proper if this type of notification is not provided for by law and the creditor will refer to the fact that he was not personally notified, and he is not required to read newspapers.

Reorganization and registration of constituent documents.

A separated legal entity is registered in the manner established for the registration of a newly created organization. The founders of a spin-off legal entity can only be the founders of a commercial reorganization being reorganized in the order of spin-off. At the time of registration, the authorized capital of the allocated commercial organization must already be formed at the expense of property reorganized company. It is especially important to remember this for joint-stock companies, which will subsequently register their shares with the securities authority. When registering, it is necessary to make a reference to the fact of reorganization in the form of separation in the charter and make a corresponding note in the application for registration.

Do not forget about making changes and additions to the charter of the reorganized company. An imperative obligation in this regard arises only when the composition of the participant (shareholders) changes. Nevertheless, the reflection in the charter of the fact of reorganization in the form of a spin-off will allow avoiding law enforcement problems in the future, and will make it easy to trace the corporate history of the company according to the charter.

Contacts and services.

Accompanied by reorganization in the form of separation under Belarusian law. We have many years of experience in supporting such projects in all areas of commercial activity.

Skobey Andrei Nikolaevich, licensee lawyer, you can contact him by phone (+ 37529 1102388) or by email (info@legaltime.by).