REORGANIZATION OF LEGAL ENTITY
- The termination of a legal entity, entailing the emergence of new organizations or a significant change in the nature of the existing legal entity.
RY LA can be achieved by:
1) fusion (two or more legal entities are combined into a single legal entity);
2) connection (one entity absorbs more itself continues to function);
3) separation (legal entity by dividing the number of new forms of legal entities, and originally existed a legal entity ceases to exist);
4) allocation (of a legal entity is allocated another entity, with originally existed entity continues to operate). This type of restructuring is most often applied in the allocation of the legal entity in the case of
isolation of a branch of a legal entity;
5) transformation (legal entity moves from one legal form to another).
RY AL can be carried out by a decision of its founders (participants) or the body of the legal person authorized by the constituent documents. In cases provided by law, reorganization of a legal entity in the form of its division or separation from its structure of one or more legal entities by the decision of the authorized state bodies or by court order. Forced separation or division of a legal entity by the court on the initiative of the competition authority in cases stipulated by the antimonopoly legislation.
A legal entity is considered to be
reorganized, except for cases of reorganization in the form of a merger, the date of state registration of newly created legal entities. With the reorganization of the legal entity in the form of a merger with another entity first of them is considered reorganized from the moment of entry into the Unified State Register of Legal Entities on cessation of activities
of the entity. may suffer the hardest When RY L. should be guaranteed the right of its creditors, since the transfer of liabilities from one legal entity to another of their interests. The founders (participants) of the legal entity or the body that took the decision to R. L. Yu are obliged to notify in writing the creditors of the reorganized legal entity. Since the lender in this case deprived of ability to predict the situation in the future, he is endowed with additional rights, such as a creditor, in this case the right to demand termination or early performance of obligations by the debtor under which is a legal entity, and damages. All the rules on the separation and balance of the succession of legal entities aimed at protecting the most vulnerable in this situation, the subjects - the creditors.
If the separation balance sheet makes it impossible to determine the successor of the reorganized legal entity, the newly created legal entities are jointly and severally liable for the obligations
reorganized legal entity to its creditors.
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