The activities of private enterprises are regulated by regulatory documents, the purpose of which is to create a system of income control, on the basis of which payments are made to the tax authorities, to the Pension Fund and to social insurance funds. The legislation also provides for the possibility of reorganizing the enterprise.
A private enterprise is registered in one of the organizational and legal forms - a limited liability company (LLC), an open joint stock company (OJSC) or a closed type (CJSC). But the enterprise is not a fixed structure and can change the volume of production, the structure of activities - in this case, organizational and other changes are necessary.
What is enterprise reorganization
The need for change can be due to a number of reasons. It may be unprofitable for the enterprise. It may happen that the tasks set for the business have been fulfilled, and the expansion of powers, the expansion of the sales market, and the improvement of the partnership system are required. Sometimes OPF ceases to comply with the format prescribed by law. One of the ways to solve the problems is to reorganize the enterprise.
This term is understood as the termination of the activity of a legal entity, accompanied by a general legal succession. As a result of the reorganization, one or more new legal entities may arise, which are obligated by relations in which the ceased to exist legal entity participated. Reorganization can serve as an alternative to liquidation when it is economically impractical to carry out bankruptcy proceedings and it is possible to preserve fixed assets. The structure and ratio of the scope of the transferred rights and obligations depends on the selected type of reorganization.
Reorganization types
The reorganization of enterprises is regulated by Federal Law No. 14-FZ "On Limited Liability Companies" and Federal Law No. 208 FZ "On Joint Stock Companies". In accordance with the legislation, five types of reorganization are defined: merger, acquisition, division, separation, transformation.
If there is a need to create a legal entity, with the termination of several old ones, then the form of merger is used. If it is necessary to liquidate an old legal entity, the forms of joining and division are used. Reorganization with preservation of the legal entity - separation. To terminate the old legal entity with the creation of a new one without cardinal structural changes, a transformation is used, more often a CJSC is transformed into an LLC.
In the case of joint stock companies, there may be a second option - changing the type of company. The procedure is carried out in a situation where the number of members of a CJSC exceeds the legally established limit of 50 people, a CJSC can be transferred to an open JSC, if the authorized capital allows.
The reorganization procedure is determined by legislation. One of the main conditions for the possibility of reorganization is proof of lack of responsibility to creditors, counterparties and tax authorities. Therefore, the issue of legal succession of legal entities formed during the reorganization is of key importance.
