Reorganization by selection: step-by-step algorithm with comments

Sequence of actions and features of the legislation of the Republic of Belarus

State registration of a legal entity, including the separation of an organization during reorganization, is carried out at its location. If we are talking about a structure with foreign investment, then such a procedure is carried out only by the regional and Minsk city executive committees. Regional authorities have the right to delegate part of their powers to other subordinate organizations, which is formalized accordingly.

This operation requires the participation of competent specialists. These are the people who work at MK-Legal Technologies. Don't believe that it's better to entrust this to us? Then check out this material. We think you will quickly see that there are too many nuances to resolve this issue on your own. Is it worth spending time on all this, and even without a guarantee that serious mistakes will not be made, if you can entrust it to people who have repeatedly performed similar legal actions?

How to carry out reorganization in the form of separating a new legal entity? (2018)

The article will touch upon the main points regarding the reorganization process. What it is, what the form of isolation is and how to carry it out - further.

A legal entity has the right to change the form of activity and type of organization. A process such as reorganization will help with this.

What do you need to know about it, how to plan and carry out everything? Without basic knowledge, you can make a lot of mistakes.

Many entrepreneurs are worried about their business, trying to save it or circumvent the requirements of the Legislation (which is not very successful).

Reorganization is the termination of the activities of a legal entity, which is accompanied by succession.

As a result, one or more new enterprises arise, which must retain the rights and fulfill the responsibilities of the old company.

The amount of debt that is transferred to the new organization must be indicated. There is also no approved form for drawing up a separation balance sheet.

In other words, the separation balance sheet is an accounting report. It is also necessary to indicate which right is transferred to a specific participant.

Spin-off is one of the forms of reorganization, on the basis of which a new company is opened in an independent organization.

Also, the separation process is carried out with the aim of improving the management of the enterprise, that is, increasing its efficiency.

In this case, branches gain independence. This process involves the opening of new enterprises, without liquidating the old one.

The reorganization process can only be carried out on the basis of the Civil and Tax Code of the Russian Federation and other regulations.

The process of reorganizing a company can be carried out either voluntarily or by court decision. In the second case, this happens to support competition.

It is necessary to fulfill this requirement, observing all conditions. The period for this is at least six months.

succession plays a role. During the separation process, each participant is assigned certain rights according to the separation balance.

When deciding to reorganize an organization, an exchange of shares is possible. It is carried out between the participants of the reorganized enterprise.

Otherwise, the only member of society that will emerge will be the society to be transformed.

It differs from other forms in that the reorganized institution does not cease its activities, and the enterprises created by it acquire independence.

What is the peculiarity of such a procedure, and what stages need to be completed, we will consider in detail in this article.

However, the original organization and the newly created firms will operate as separate legal entities.

Such a document must clearly identify legal successors and protect creditors.

Rights and obligations are transferred to the new company to the extent specified in the completed transfer deed.

The Civil Code of the Russian Federation establishes that if a transfer deed is not submitted to the Federal Tax Service, registration of the spin-off of a new enterprise is not carried out.

The founders must also independently determine to whom and in what shares real estate or other objects are transferred.

In order to distribute objects, it is necessary to draw up an act of acceptance and transfer of property that the old company transfers to the newly created organization.

In particular, such a decision can be made in relation to a company that is a monopolist in its field.

If the court decides on the separation, then the monopoly enterprise must carry out the reorganization procedure within 6 months.

Reorganization is the process of transferring a certain part of the responsibilities and rights to other branches of a legal entity.

At the same time, the main enterprise does not cease its activities. There are several rules by which the reorganization of an organization is carried out.

Reorganization in the form of separation is characterized by singular succession. It is impossible with other types of company transformation.

In this case, the main enterprise will pay off small debts, thus continuing its functioning.

It is also worth saying that the newly formed company is not obliged under the Tax Code to pay duties, taxes and fees for the old enterprise.

However, this is only possible if it is proven that the purpose of its creation was precisely to evade payment.

The process under consideration has its own specifics. Enterprises that decide to reorganize often face a variety of problems.

To avoid certain difficulties, it is advisable to use a practical guide to transforming an enterprise.

Legal provisions require that the application be notarized. Only after this is it sent to the authorized body.

When filling out the application, you must pay attention to points 1 and 4. In the first, you should indicate the number of persons participating in the allocation.

Notification of creditors must be made within five days. To do this, it is advisable to send registered letters with receipt of receipt.

After all documentation has been prepared, it is transferred to the registration service. Within five days the latter checks the papers.

The reorganization will be considered completed from the moment an entry about the newly formed company is made in the Unified Register.

The separation balance sheet is considered as a set of documentation reflecting data on the past, current and future work of the enterprise.

In particular, it contains annual reporting, inventories, lists of obligations and material assets, and the procedure for their distribution.

Updated certificate taking into account Government Decree (N913 dated July 31, 2021) on the rules for the provision of such information by Russian companies

Among the documents received by the company, a special place is occupied by the Certificate of Good Standing (CGS)

Since April 2021, the Hong Kong Administration has launched a new program to support innovative companies.

According to experts, in this way the financial department will fight “transit” offshore schemes.

Back in 2014, the Queen of England spoke in her speech about the draft Law on Small Business, Entrepreneurship and Labor Relations.

We are closing the company. The employee is now on maternity leave for up to one and a half years. Do we have the right to fire her? What payments is she entitled to?

General information about this procedure

It is considered one of the forms of reorganization, in which one or more business entities are created from a legal entity on the terms of transferring part of the rights and obligations of the previous organization without ceasing its functioning. The procedure for separating (reorganizing) a legal entity is considered completed from the moment of official registration of new structures. The former company retains its business names, bank accounts, account numbers, licenses, etc., as its operations continue. New legal entities receive their own details, which is important to notify the relevant authorities and business partners about.

Typically, this selection option is used when you need to maintain control. Let's say several types of activities are carried out, which significantly complicates accounting. To avoid complications, a separation is made into a company that will deal with a certain area of ​​work. In addition, this is a good alternative to creating a new legal entity. Roughly speaking, if you do not need to start an activity from scratch, this form is preferable. The founders are responsible for the creation procedure. By contacting us, you delegate the obligations for timely and correct registration to us. It is very comfortable. The cost of the service is much lower than the cost of maintaining a lawyer specializing in this area.

Step-by-step instructions for reorganizing an LLC in the form of a spin-off

It is worth considering that reorganizing a company through a spin-off may be complicated by a number of problems associated with litigation.

So, if the primary company, after completing the process, cannot fulfill its obligations to the Federal Tax Service, you may run into trouble.

Otherwise, if you follow the recommendations given, the reorganization process (in any form) does not cause problems.

Thus a new organization appears. And the old one, which is the debtor, is declared bankrupt, subsequently ceasing its activities.

It is recommended to hire a good lawyer who will carry out this procedure with the greatest guarantee of success.

There are also more mundane reasons for reorganization in the form of a spin-off. For example, a proposal for a successor to “save” the organization.

Therefore, the first thing is a meeting of representatives of the organization. A decision is made at the general court and a hearing takes place.

The most obvious choice would be a lawyer who has close to one hundred percent of the list of organizations reorganized through spinoff.

However, such a decision can empty the pockets of participants, since qualified assistance is expensive. But in this case, the outcome is more expensive than money.

  • merger;
  • transformation;
  • selection;
  • separation;
  • accession;
  • combined form (consists of merger and accession or division and separation).
  • the need to resolve a dispute between the founders;
  • the need to financially improve the enterprise (as a result of separating unprofitable forms).

A written notification must be sent no later than five working days from the date of submission of the notification to the Federal Tax Service.

The announcement must be submitted to the State Registration Bulletin. The announcement must be published for 60 days.

In addition to approving the charter for each of the companies, it is necessary to appoint bodies for their control and management.

The duties and rights of a legal entity that has undergone the reorganization procedure are transferred to the newly created company.

It is worth noting that sometimes the separation process leads to serious problems that can only be resolved in court.

To avoid controversial issues, you need to more carefully prepare the documents necessary for the reorganization.

Reorganization in the form of separation is characterized by singular succession. It is impossible with other types of company transformation.

In this case, the main enterprise will pay off small debts, thus continuing its functioning.

It is also worth saying that the newly formed company is not obliged under the Tax Code to pay duties, taxes and fees for the old enterprise.

However, this is only possible if it is proven that the purpose of its creation was precisely to evade payment.

Notification of creditors must be made within five days. To do this, it is advisable to send registered letters with receipt of receipt.

After all documentation has been prepared, it is transferred to the registration service. Within five days the latter checks the papers.

The separation balance sheet is considered as a set of documentation reflecting data on the past, current and future work of the enterprise.

In particular, it contains annual reporting, inventories, lists of obligations and material assets, and the procedure for their distribution.

  • A legal and simple way to separate from partners if a conflict occurs.
  • Separation of the unprofitable part from the general company.

When a spin-off occurs, a new legal entity is formed that can continue its activities independently of the main company.

Scheme of actions for UE or CP

Please note that the option of reorganization in the form of a spin-off, involving 2 or more participants, is being considered. The following stages can be distinguished:

  1. Preliminary.
  2. State registration.
  3. Post-registration actions.
  4. Registration of shares of a joint-stock company (if created as a result of changes to the joint-stock company).

Let's take a closer look at them. Let us note right away that any of the stages involves a large number of hidden aspects reflected in various legislative acts. Even putting everything together is quite difficult, not to mention providing full support for the procedure. This is a task not just for a lawyer, but for an employee who has repeatedly faced similar tasks.

Actions prior to registration with government agencies of a legal entity created as a result of reorganization (spin-off):

  1. The owner, founders, direct participants or a body authorized by them approve the decision on reorganization, which can also be drawn up as minutes of the general meeting of shareholders.
  2. The manager issues an inventory order and sends a notification to the Tax Inspectorate at the place of registration, attaching a copy of the relevant decision. This will take up to 5 working days.
  3. The head or authorized person notifies the Federal Social Security Fund with a copy of the decision on reorganization in the form of a spin-off, which must be done 5 days in advance.
  4. Sending a document of similar content to Belgosstrakh. This is completed within 10 days.
  5. Sending similar notifications to creditors no later than 30 days from the date of official adoption of the decision. The deadline for changing the private enterprise is not established by law, but it makes sense to take as a basis the same time period as in other similar cases.
  6. Issuance of an order to inform employees of the enterprise.
  7. Carrying out an inventory by the commission with the preparation of inventories, acts and matching statements.
  8. Reflection of the results of the previous procedure in the accounting records of the month in which it was completed.
  9. Preparation of a separation balance sheet with information on succession for all existing obligations, including controversial issues.
  10. Approval of this document by the owner, participants, founder or authorized body with the adoption of an appropriate decision.
  11. Receipt of written demands from creditors, for which up to 30 days are allotted from the date of notification to them.
  12. The owner of the property or the participants of the new legal entity, formed as a result of the reorganization of the organization by separation, make a decision and hold a general meeting of the members of the created entity with the preparation of minutes.
  13. The owner of the property or an authorized person agrees on the name of the new company by obtaining a corresponding certificate, the validity of which is limited to 1 month.
  14. The same persons prepare a draft charter for the new organization in 2 copies.

I. Stage one - preparatory

Getting acquainted with the materials of colleagues on this site, I came across the fact that for many, reorganization procedures are interesting from a purely technical point of view. But, since in my reorganization project the goals were absolutely white and involved not only the separation of operating activities and main assets of the business, but also the corresponding tax-free transfer of real estate, I attached special importance to this stage.

  • Analysis of information on the financial and economic activities of the Company.
  • Development of the concept of the reorganization procedure. Making a business decision by the sole participant on the issue of distribution of assets of the reorganized company.
  • Development of the Company's charter, created as a result of reorganization through spin-off.

In the context of massive refusals by registration authorities, I recommend finalizing this stage with some kind of conclusion in writing about the “business purpose” of this procedure. The signatures of a lawyer and an accountant on draft documents on their approval and signatures on a written opinion will greatly help you when communicating with the registration authority in the event of a suspension of the reorganization, due, again, to the directive working methods of our tax authorities and the formal approach to such procedures.

How does registration occur during allocation?

It may concern situations when constituent documents are created from scratch or we are talking about adjusting existing papers. At this stage, it is important not only to prepare everything you need, but also to do it correctly so that the registration procedure does not drag on.

  1. An application in the form established by law is submitted, to which you must attach the charter in 2 copies and its electronic copy, confirmation of payment of the state duty, an extract from the trade register of the state in which the enterprise is established, or other evidence of legal status (the extract must be dated no later than 1 year before the application to the registration authority). If the founder is an individual, then it is necessary to submit a copy of an identity document. The language of the papers is Russian or Belarusian. If a translation is required, the signature of the person who performed it is notarized.
  2. The registration authority formalizes the legal entity or rejects the application with reason. If the outcome is positive, a stamp is placed on the charter and a certificate is issued, if the outcome is negative, a statement with a stamp of refusal is issued.

Changes and additions to the constituent documents are made according to the following scheme:

  • reorganization in the form of separation in the Republic of Belarus is carried out on the basis of a decision of the owner or minutes of a meeting of participants of a legal entity;
  • changes and additions are prepared, which are subsequently registered with the relevant authority on the basis of an application in the established form;
  • if the outcome is positive, a stamp is placed on the new edition of the charter; if the outcome is negative, a reasoned refusal is given. A negative response must be in writing. In addition, its reasons must arise from the current legislation of the country.

Actions taken after registration of an organization formed as a result of a spin-off

  1. An application is submitted to the workshop for the production of a seal, attaching the title and first pages of the charter with the registrar's stamp, as well as a power of attorney if a representative of the company, and not its head, is applying. This is usually the stage that causes the least difficulties.
  2. The manager gives an order to make changes to the work books, issued in the form of an order.
  3. An application to open an account is submitted to the bank (you must attach a copy of the charter with a stamp, cards with sample signatures and a seal impression). This takes up to 2 days, but a more rapid development of events is possible. It all depends on the specific financial institution. Legal relations are fixed in the contract.
  4. A case is formed at the tax office at the place of registration of the person created as a result of the reorganization of the LLC in the form of a spin-off. To do this, you need to provide: a copy of the state registration certificate, a copy of the decision on the appointment of a director, copies of orders and agreements (contracts) with the manager and chief accountant, a copy of the contract for the provision of services (if a third-party company will manage; the same applies to outsourced accounting) and other papers. In addition, a book of inspection records is registered. If a transition to a “simplified” system is intended, a notice about this must also be attached.
  5. A notification letter is sent to the Federal Social Protection Fund, enclosing a copy of the charter with the registrar’s stamp, a copy of the state registration certificate, copies of orders on the appointment of the director and chief accountant, and a copy of the order on the timing of salary payment.
  6. Sending a notification to Belgosstrakh with attached information about the legal entity, its director and chief accountant, their contact information and deadlines for payment of remuneration for labor. In practice, you only need to provide information about the managers, since the registration authority itself notifies about the new legal entity.
  7. An application for additions/changes is sent to the licensing authority, attaching a copy of the charter with the registrar’s stamp, a copy of the state registration certificate, confirmation of payment of the state duty and other documents required for a specific type of activity. As a result, a new license is issued.
  8. An application for making changes to the State Register of Securities must be sent to the relevant territorial body, accompanied by a document confirming payment of the duty. As a result, the number of shares is reduced and a letter is issued indicating the adjustments made due to the reorganization (spin-off) of the legal entity.
  9. To purchase a book of comments and suggestions, you must provide confirmation of payment for this document, an original and a copy indicating the official position of the manager, a power of attorney (if the book is given to an authorized person) and information about the address where it will be located.

Separation balance

Each form of reorganization requires the drawing up of a basic mandatory document on the basis of which this procedure takes place. For those forms as a result of which one enterprise is divided into several (or one is separated from another), it is the separation balance sheet.

It is a document that reflects the distribution of assets and the transfer of part of them to a new economic entity.

The separation balance sheet does not have a legally approved form , but certain requirements are imposed on its content:

  • availability of information about the reorganization (name of the main enterprise and its legal successor, their organizational and legal forms, date of the procedure);
  • an indication of the amount of assets, equity capital and liabilities of the enterprise that is being reorganized, as well as the procedure for their distribution for the new company;
  • an appendix to the balance sheet of the financial statements prepared for the last reporting period before the reorganization (on its basis the separation balance sheet is drawn up).

Before drawing up the document, it is worth conducting an inventory - this will allow you to most accurately take into account and estimate the value of all the property that the reorganized enterprise has.

Sample separation balance sheet.

We bring to your attention materials on changing the passport data of the general director of an LLC or changing the founder, on making changes to the OKVED IP, in the constituent documents, on the merger of an LLC by affiliation, on the reorganization of a closed joint-stock company into an LLC.

Registration of shares of a joint-stock company, if created as a result of the reorganization of a joint-stock company

The most difficult case, since, among other things, issues related to securities still need to be resolved.

  1. An agreement for depository services is concluded with the territorial authority of the Central Bank.
  2. In addition, if we are talking about a closed joint-stock company, a document is signed on the provision of consulting services on the securities market.
  3. An application of the established form is submitted to the territorial body for the Central Bank, enclosing the decision on the issue of shares, a copy of the JSC registration certificate, and confirmation of the transfer of state duty. As a result, the shares are registered and transferred for safekeeping to the depository system. This procedure takes up to 15 days, and if requests are also sent to other authorities - up to 1 month. If a refusal follows, it must be motivated. In case of a positive outcome, a certificate of state registration of securities is issued.

As you can see, there is a lot to be done. To make you even more convinced of the complexity of this procedure, we suggest considering some significant features that must be taken into account in such cases. By the way, the lawyers of MK-Legal Technologies are very familiar with them and are ready to do all the work for you. Considering the time you save, the cost of services is quite insignificant, especially since we constantly monitor the market and offer a price list that is interesting to a wide range of potential clients.

IV. Stage four - reconciliation with the Federal Tax Service and languid waiting

  • Conducting reconciliation with the Federal Tax Service.
  • Providing reports to the Pension Fund.
  • Preparation of the transfer deed.
  • Obtaining a certificate from the Pension Fund of Russia (optional).

Although we approved the deed of transfer by decision, at the time the decision was made there was no understanding of the composition of the property being transferred, so instead of the second stage, I attributed it to the fourth stage.
Subject to para. 2 p. 3 art. 11 of the Federal Law of 01.04.1996 N 27-FZ “On individual (personalized) accounting in the compulsory pension insurance system”, when reorganizing the insured - a legal entity, he submits the information provided for in paragraphs 2 - 2.3 of this article within one month from the date of approval transfer act (separation balance sheet), but no later than the day of submission to the federal executive body that carries out state registration of legal entities and individual entrepreneurs, documents for state registration of the legal entity created through reorganization. The norm is scary, but in reality it’s not all that scary. pp. g) clause 1 of Art. 14 of the Law on State Registration of Legal Entities and Individual Entrepreneurs provides that, in the manner of interdepartmental exchange, the Pension Fund of the Russian Federation independently submits such a certificate to the registration authority. We went the classic route and, to be on the safe side, decided to obtain such a certificate to make sure that there were no possible obstacles to completing the reorganization.

Important points

Until 2007, upon receiving a notice of reorganization (spin-off), the tax office in the Republic of Belarus was obliged to conduct an unscheduled audit. Now this instruction is advisory in nature. Reporting the reorganization to statistical authorities is not mandatory, but is firmly established in legal practice.

Written notification to creditors and publication in the media are not the same thing. It is important to notify everyone. The specific information content of this message is not provided in the legislation. Let's say that they need to compose the letter in such a way that they can make the right decision about continuing or terminating ties with the legal entity being changed. For delivery, it makes sense to use telegrams, electronic mail or registered messages with notification and an inventory of the contents, although this point is not fixed in the regulations. Creditors have the right to demand early repayment of debts or compensation for losses.

Upon separation, the employment relationship continues, but with the consent of the employee. If he refuses, clause 5 of Article 35 of the Labor Code of the Republic of Belarus is applied with the payment of severance pay (not less than the average earnings for 2 weeks). It turns out that the reorganization may entail additional costs for specialists who decide to break off cooperation. Unlike creditors, the law does not require that each employee be notified personally. This could be a general meeting or a message on a bulletin board. If the team is small, it makes sense to introduce everyone under signature.

When a legal entity or several organizations are separated, the rights and obligations of the organization undergoing reorganization are transferred to each. This is done on the basis of the data contained in the separation balance sheet, but there are situations when it is not possible to clearly identify the legal successor. In such cases, the emerging companies are jointly and severally liable to creditors. When the reorganized structure cannot fulfill its tax obligations, the spin-off enterprises must do so on a joint and several basis. The basis is a court decision. The separation balance sheet is an important condition for the separation, but not a document confirming its completion.

All constituent documents of new companies arising on the basis of the reorganization of the company in the form of a spin-off are approved by a meeting of all participants. In addition, when performing this operation, the following points should be included in the agenda:

  1. On the organization of a new entity, indicating its name, authorized person and location. The last details do not have to be provided to the registration authority, but they must certainly appear in the charter and the application for state registration.
  2. On determining the size of the authorized capital, shares and contributions of the founders, the procedure for their contribution. It can be formed in different ways (by transferring part of the MF of the previous organization or its property, but with a mandatory assessment; in the form of transferring funds from a current account (to do this, you should open a temporary account indicating this point in the protocol)). In addition, participants can make additional contributions. If a third-party legal entity is among the founders, it must form its share in the authorized capital. The creation of a UV is 12 months from the date of official registration.
  3. On signing the separation balance sheet. New participants must decide whether they are satisfied with the property, rights and obligations that will be transferred as a result of the procedure for changing the enterprise.
  4. On the formation of organs of the organization and the election of its members.
  5. On the signing and approval of the charter.
  6. Other issues that should be resolved in a particular case in the opinion of the meeting participants or the founder. For example, this could be approval of a decision to issue shares.

Please note an important point. According to Regulation No. 1, during state registration, the founders or their representatives must sign the application in the presence of an employee of the registration authority. This may cause certain difficulties, therefore the law provides for a clause that if the number of founders of a legal entity resulting from the reorganization of an organization in the form of a spin-off exceeds 3, they have the right to authorize one of them to represent interests when providing documents to the relevant government structure. To do this, a record of this fact must be made in the protocol.

To simplify the selection of a name, the options of interest can be checked using the database of the Unified State Register web portal.

Name approval can be done in several ways:

  • personal appeal;
  • sending documents by mail;
  • provision of papers in electronic form in the manner established by Regulation 154. Only an individual founder or a legal entity resident of the Republic of Belarus can provide them in this form. The type of such documents was approved by the 20th resolution.

It is worth noting the fact that the constituent document of an LLC, ALC and unitary enterprise is only the charter. It is important that it contains:

  • information that the person was formed as a result of the reorganization of the company through spin-off;
  • Name of the organization;
  • rights and obligations of members;
  • her address;
  • structure, information about the scheme of election or creation, the competence of the bodies of a legal entity, the management procedure;
  • goals of activity in the market;
  • the size of the authorized capital, the procedure and sources of its formation;
  • the terms under which profits or losses are distributed;
  • information on approval of financial statements;
  • list of representative offices and branches, etc.

If we are talking about a joint stock company, then it is additionally worth considering the following points:

  • number and categories of shares, their par value;
  • the size of the dividend on preferred shares, or information on how it is determined;
  • the price of property to be transferred to the owner of a preferred share upon liquidation of a legal entity;
  • order of payments for each type of preferred shares, etc.

It is not necessary to indicate the types of activities in the charter. This is done at the request of the owner of the property or participants of the legal entity.

On the day of submitting documents for registration of an organization created as a result of the reorganization (spin-off) of an LLC, ALC, etc., an authorized employee:

  1. Places a stamp on the charter indicating state registration.
  2. Makes a corresponding entry in the Unified State Register.
  3. Provides the Ministry of Justice of Belarus with information about the emerging company.

This procedure is not carried out if:

  • all necessary documents have not been provided;
  • the application was completed in violation of current legislation;
  • papers were submitted to the wrong authority.

Unreasonable refusal is not allowed. Moreover, the legal acts clearly state the cases when this can be done. The charter with a stamp is issued on the day of submitting documents for registration, and a certificate that this procedure has been completed is issued no later than the next business day after submitting the documents. Papers confirming registration with various government agencies - within 5 working days from the date of making an entry in the Unified State Register.

Making changes to the constituent documents is not a mandatory step. This occurs only when the emergence of a new company requires a revision of these securities. Let’s say that part of the authorized capital is transferred to the resulting organization. Then the UV of the head person is reduced by an order of magnitude, which must be recorded in the charter. If a private unitary enterprise undergoes reorganization through separation, the decision on adjustment is made by the owner of the property. When a business company is meant, the participants have similar powers and hold a special meeting, based on the results of which a protocol is drawn up within up to 5 days. Changes are made in the annex to the main document and submitted to the registration authority. The fee is 2 BV.

It is important to remember that in the future it is necessary to notify the bank and other authorities about the adjustments made.

No additional permits are required to produce stamps. The presence of a charter with the appropriate stamp is in itself a basis for this. By the way, starting from 2021, business entities may not use stamps. This is stated in Decree No. 7 of the President of Belarus.

On the continuation of labor relations with an employee after the reorganization of the LLC through spin-off (this also applies to other forms of enterprises), a corresponding entry is made in the work book, indicating the number and date of the order on the basis of which the changes were made (see paragraph 57 of the Instructions on maintaining this documentation). Published by a new employer after state registration. The conclusion of a new employment agreement or contract is not provided, but updating information about the organization and its head is allowed. Termination of work in such cases is formalized according to Article 35 of the Labor Code of the Republic of Belarus (clause 5). It is mandatory to pay severance pay for at least 2 weeks of remuneration (based on average earnings).

The continuation of the employment relationship between the employer and the employee presupposes the preservation of all the terms of the contract in force at the time of the reorganization of the enterprise in the form of a spin-off. If at least one point cannot be left in force, the new manager has the right to dismiss the employee from his position. Dismissal due to staff reduction is permitted only for objective reasons (for example, new types of activities, change in the focus of services). By the way, this is not the responsibility of the employer. He can transfer one or another specialist to an open vacancy. When dismissing under Article 42 of the Labor Code of Belarus, the procedure established by law must be followed without violating the rights of the employee, enshrined in a number of articles of the code relating to the legal relationship between the employer and the person who works for him.

Another significant nuance is that a financial institution has the right to require a package of documents in accordance with its own local regulations. This point should be clarified directly with the bank. For example, such organizations often require papers confirming the powers of the director and chief accountant of the person who arose after the reorganization of the enterprise (spin-off). The old current account cannot be used as the details have changed. The deadline for filing an application to switch to the simplified tax system is 1 month from the date of registration. The audit book is started no later than 6 months from the date of registration and is maintained in accordance with the standards prescribed by Rules No. 383, dated 2010.

If the reorganized entity already had a license, the new company can continue to operate on the basis of it, but changes and additions must be made in the manner prescribed by law. In the case of filing an application for adjustment of a license or issuance of a new one, the applicant continues to work on the old paper until receiving a current document, but all requirements relating to a specific type of activity must be observed. The application is submitted in a specific form specified in Appendix No. 8 of the 146th Instruction.

When it comes to joint stock companies, the number of shares is reduced only after changes are made to the constituent documents. To correct data in the State Register of Securities, all necessary information is submitted to the registration authority within 2 months from the date of state registration of changes in the charter. When an enterprise is reorganized by spinning off, the shares of the joint-stock company are canceled by the amount of reduction in its authorized capital in accordance with securities regulations. The exclusion of shares from the State Register is carried out by an authorized state body.

The procedure for issuing and maintaining a book of comments and suggestions is standardized by the Regulations of the Council of Ministers No. 285, which has been in force in our country since 2005. Since January 2016, this document has been purchased from the Belblankavyd publishing house based on information from the register of payers.

If the company has the form of a closed joint stock company, it is mandatory to have an employee on staff with a certificate for the right to operate in the securities market. As an option, you can consider an agreement with a third party for the provision of consulting services in this area (by the way, this may be provided for in the agreement for servicing the issuer’s deposit). An OJSC must have an employee with proven skills in dealing with securities, so the involvement of third parties is not allowed.

Provided that the reorganization of the enterprise by separating a new legal entity was carried out without violations, the territorial body for the Central Bank after the review period has expired:

  • records data in the State Register of the Central Bank;
  • gives the state registration number to the shares of the joint-stock company;
  • provides a letter containing information about the shares with a certificate of state registration of securities attached.

Refusal usually occurs in the following cases:

  • violation of the established procedure for issuing shares;
  • non-compliance of documents with legal requirements.

A reasoned refusal must be sent no later than the next working day after the decision is made. This can be appealed in court.

Reorganization of LLC in the form of spin-off

The amendments regarding the separation process consist of a clear formulation of succession presented in paragraph 4 of Art. 58 Civil Code of the Russian Federation.

Only scrupulous adherence to the sequence of actions during reorganization guarantees its successful completion

Copies of the protocol are sent to all company participants within ten days after the date of its approval.

The separation balance sheet is a convenient tool for presenting the state of the assets and liabilities of an enterprise

The transfer deed specifies information about the assets and liabilities remaining in the reorganized company and transferring to the spun-off company

About the start of the reorganization, a notification is sent to the tax office on form R12003 approved by the Federal Tax Service (order No. ММВ-7–6 / [email protected] dated January 25, 2012).

  • handwritten in black ink or black paste in capital letters only;
  • in printed version using Courier New font 18 pixels.
    1. Title page. The reason for the reorganization is indicated in it as a separation, therefore in paragraph 2 the number “4” is entered.

    Page 2 of sheet “B” of form P12003 supplements information about the applicant by indicating his passport details, address and contact telephone number

    Notice of the commencement of the reorganization process must be sent to creditors no later than five days after the decision is made

    Within five days after the decision is made by the general meeting, you must inform your creditors about this.

    1. Documentation for registration of a newly created enterprise.
    2. Documents for the enterprise being reorganized as a result of the spin-off.

    The decision to carry out reorganization by separation in the event of voting by several participants is made only unanimously

    The letter of guarantee must contain detailed information about the lessor and a mandatory indication of his ownership

    In case of delay in repayment of loans, not only the reorganized and newly established enterprises, but also the founders of these organizations will be found guilty.

    ( 2 ratings, average 5 out of 5 )
    Did you like the article? Share with friends:
    For any suggestions regarding the site: [email protected]
    Для любых предложений по сайту: [email protected]