Reorganisation of legal entities

Reorganisation of legal entities

Reorganisation of legal entities, either commercial or non-commercial, including joint-stock companies and limited liability companies, hereinafter referred to as "reorganisation", may be carried out in the following forms:

• malgamation;
  
• merger (takeover);
  
• isolation;
  
• separation; or
  
• transformation.

Reorganisation of legal entities is carried out in accordance with the procedures, which are prescribed by the Civil Code of Russian Federation, Federal Joint-Stock Companies Act, Federal Limited Liability Companies Act, and other provisions of the current laws. Our services for amalgamation, merger, and other legal forms for reorganisation of legal entities are the complex measures including development of legal and financial schemes, execution of operations, appraisal of property of legal entities, development of any documentation, etc.

For provision of the legal consulting services with respect to reorganisation of legal entities, FORPOST Legal Consulting Firm engages the highly qualified experts having the comprehensive theoretical knowledge and unique experience and specialised in various fields of law (for example, business law and corporate law).

Such approach to solution of the given problems provides comprehensive consideration of the circumstances of the client's case and correct interpretation of the legal standards to be applied. As a consequence, reorganisation of legal entities is carried out in accordance with the requirements of the current laws and with the needs of our clients.

Business reorganisation: amalgamation, takeover (merger), isolation, separation, and transformation.

FORPOST Legal Consulting Firm provides the following services for reorganisation of legal entities of any legal organisation forms:

• consulting services related to the procedures for reorganisation of legal entities (commercial and non-commercial organisations) in the cases of amalgamation and / or merger as well as in any other cases;
  
• development of schemes of any degree of complexity and assistance for realisation of any forms of reorganisation of legal entities;
  
• expertise of the submitted documents for the corporate members (shareholders);
  
• legal audit of the corporate participants of amalgamation, merger, and other forms of reorganisation;
  
• determination of the nominal value of shares in joint-stock companies and recalculation coefficients, development of financial schemes (if necessary);
  
• consulting on the issues related to formation of the authorised capitals of the legal entities (commercial organisations) to be reorganised and created in the course of reorganisation;
  
• provision of assistance for development of the separation balance sheets and transfer acts;
  
• provision of assistance for convocation, preparation, and arrangement of the meetings of the bodies of management of the commercial and non-commercial organisations in the course of their reorganisation;
  
• preparation of the package of documents required for the national registration of such reorganisation of legal entities, notification of the national non-budgetary funds and bank (if necessary);
  
• notification of the anti-monopoly authorities or, if necessary, receiving the preliminary consent of the Federal Anti-Monopoly Service;
  
• provision of assistance in receiving the licenses;
  
• preparation of documents and support of the national registration of issues of securities (shares) with the Federal Financial Markets Service (for closed joint-stock companies and open joint-stock companies), including preparation and registration of the prospectus of issue (in the case of such necessity) for the purposes of reorganisation; and
  
• provision of services for execution of the register of shareholders (for closed joint-stock companies and open joint-stock companies).

Legal forms of reorganisation of legal entities:

• amalgamation as creation of a new company receiving all the rights and obligations of two or more companies to be terminated; upon reorganisation of legal entities, all the rights and obligations of each of them are transferred to the company created as a result of such amalgamation, in accordance with the transfer acts;
  
• merger (takeover) as termination of one or more companies, whose rights and obligations are totally transferred to another company; upon merger of one company to another, the latter receives all the rights and obligations of the merged company, in accordance with the transfer act;
  
• separation as termination of a company, whose rights and obligations are totally transferred to the companies created as a result of such separation, in accordance with the separation balance sheet;
  
• isolation as creation of one or more companies receiving any parts of the rights and obligations of the reorganised company without termination of the latter; upon isolation of one or more companies from any company, each of the former companies receives a part of the rights and obligations of the reorganised company, in accordance with the separation balance sheet; and
  
• transformation of companies into legal entities of different legal organisation forms (for example, transformation of limited liability companies into joint-stock companies); in the case of reorganisation of such form, the legal entity created as a result of such transformation will act as the legal successor of the reorganised company, in accordance with the transfer act.