Termination of the activity of a legal entity - Course of lectures. Civil law

The liquidation of a business entity means a procedure that results in the termination of activities, as well as directly and the existence of a legal entity in the manner prescribed by the norms of the current legislation. This procedure is regulated by the Civil Code, as well as a number of other special legal acts.

Types of termination of legal entities

The liquidation of business entities can occur according to the following schemes:

1. 1. On a voluntary basis - the decision to terminate activities may be made in the prescribed manner by the participants of the legal entity, or by the body authorized to do so.
2. 2. Forced - the grounds for this kind of liquidation of business entities (legal entities) are listed in the Civil Code of the Russian Federation. These include:
   • Violations of the norms of the law that were committed during the procedure for creating a legal entity (provided that such violations cannot be eliminated);
   • Carrying out activities without a special permit (license) if the current legislation provides for the need for such a permit;
   • Violation of the goals of activities by non-profit organizations;
   • Gross violations of the norms of the current legislation by a business entity. Or repeated violations.

Forced termination of activities is carried out on the basis of a court decision at the request of interested authorized bodies or officials.

In addition, it is worth highlighting the types of termination of legal entities on a voluntary basis. These include the complete cessation of activities and reorganization. As a result of the reorganization, the existence of one legal entity ceases, but a new business entity appears in its place. The reorganization may take place by acquisition, division, merger, spin-off or transformation.

What is the termination of legal entities?

In the regulatory literature, the concept of the termination of a legal entity is identified with the liquidation of business entities. This concept includes not only the termination of any activity of a legal entity - in fact, such an entity completely ceases to exist. An appropriate note is made about this in the Unified State Register. The date of entering this information is considered the date of termination of the legal entity.

It should be borne in mind that sometimes these concepts cannot be identified. In particular, the termination of the activities of legal entities in certain situations may be temporary. In this case, liquidation is out of the question.

The procedure for the termination of legal entities: the main nuances

In order to liquidate a legal entity by a person authorized to do so (in the case of forced termination, a court appoints a liquidator), a liquidation commission is created. At the initial stage, this commission publishes in the media a message that liquidation of a legal entity is planned for a certain date, indicating its full name, date of creation, and the time that is provided to creditors to state their legal claims. This must be done no later than two months before the proposed termination of the legal entity.

Then (after the expiration of the period allotted for the creditors to present their claims), the liquidation commission draws up an interim liquidation balance sheet, which must be approved by the participants or the authorized body that made the decision to terminate the business entity.

The liquidation commission is entrusted with the functions of managing a legal entity, which it performs until the moment when an appropriate entry on its liquidation is made in the Unified State Register in the prescribed manner.

At the legislative level, the procedure for terminating legal entities is regulated by Article 63 of the Civil Code of the Russian Federation. To carry out state registration of the termination of a legal entity, it is necessary to apply to the body that previously carried out the state registration of this business entity. Together with the application of the established form, a package of documents is submitted, including the original constituent documents, liquidation act, balance sheet and card, certificates of closing accounts and handing over the archive, as well as the stamp and seal of the legal entity.

Based on the results of the state registration of the liquidation of a business entity, the applicant is issued a certificate of the established form. All documentation of a legal entity, which is directly related to the personnel, must be transferred within the established time limits to the archive at the location of such a person. As a rule, personnel documents are subject to transfer, which must be kept permanently or for a long period of time (75 years). Other documentation available at the enterprise is subject to destruction with the preparation of acts.

The activity of a legal entity is terminated through its reorganization (art. 57) or liquidation (art. 61).

The reorganization of legal entities is carried out in the following forms: a) the merger of several legal entities into one; b) accession of one or several legal entities to another; c) division of legal entities into several independent legal entities; d) separation from the composition of the legal entity (not terminating its activities) of one or more new legal entities; e) transformation of a legal entity from one OPF to another. In all cases, except for "g", the activity of at least one legal entity is terminated, but its rights and obligations are not terminated, but transferred to the newly created legal entities in the order of succession. Succession also occurs during separation, because part of the rights and obligations of the remaining legal entity is transferred to the spun-off legal entity. Consequently, the reorganization of a legal entity always carries succession, and this is its difference from the liquidation of a legal entity, in which no succession arises, because. their subject (LE) is subject to termination.

The reorganization of a legal entity, as a general rule, is carried out by him voluntarily, by decision of its founders or its authorized body (general meeting). Voluntary reorganization in the form of a merger, acquisition or transformation in cases provided for by law requires the prior consent of government agencies (antimonopoly or otherwise). In cases expressly specified in the law, reorganization in the form of division and spin-off can be carried out by force, by decision of the competent state body or court (legal entities that occupy a dominant position in the market and have repeatedly violated the requirements of the antimonopoly law). The reorganization of a legal entity is formalized either by a deed of transfer (balance sheet) (merger, accession or transformation), or by a separation balance sheet (separation and separation). These documents must contain a provision on the succession of all, without exception, the rights and obligations of the reorganized legal entity in relation to its creditors and debtors (Article 59). Often in practice, the ongoing reorganization of legal entities worsens the position of creditors, therefore the law requires notification of all creditors of the decision taken by the founders, and the latter have the right to demand the termination or early fulfillment of the relevant obligations and compensation for the losses incurred. Approved PA or RO should be submitted to the GR along with other documents. The reorganization is considered completed from the moment of the GR of the newly emerged legal entities, and in case of merger - the GR of the termination of the activities of the merged entity.

The liquidation of a legal entity is a way of terminating its activities in the absence of succession in its rights and obligations. In this case, the task of protecting the rights and interests of creditors becomes even more important than in cases of reorganization. The Civil Law establishes a special procedure for the liquidation of legal entities. Liquidation can be carried out voluntarily by decision of the founders or an authorized body of the legal entity. Forced liquidation is also possible in accordance with a court decision, on the basis of: carrying out activities without a proper permit (license); repeated gross violation of laws or NA; contradiction of activity to legislative prohibitions, etc. The Civil Code provides for all cases of forced liquidation of legal entities. Bankruptcy is a special case of liquidation of a legal entity.

The liquidation of a legal entity is a rather lengthy procedure, the main content of which is to identify the satisfaction of the creditors' claims. At the same time, the legal entity continues its activities, and the persons who made decisions on liquidation notify the registration authority about this. The reported information is entered into the state register, and the words “in liquidation” must be added to the name of the legal entity. The liquidation takes place under the control of the body that carried out the GR of the legal entity. Stages of liquidation of a legal entity: appointment, with the consent of the registering body, of a special liquidation commission (sole liquidator); publication in the media of a notice of liquidation, as well as on the procedure and terms (at least 2 months) for filing claims by creditors and a written notification of well-known creditors about this; approval of the interim liquidation balance sheet; with a lack Money to meet the stated requirements - the sale of the property of the legal entity at public auction; settlements with creditors of legal entities in the order of priority (Article 64 - recourse, salary, pledge, taxes, others); drawing up the liquidation balance sheet and its approval, transfer of the remaining property to the founders. The liquidation is considered completed, and the legal entity ceased to exist - from the moment an entry about it is made in the state register.

Termination of legal entities consists of two very different procedures, namely reorganization and liquidation. All this together adds up to the termination of the legal entity.

Reorganization is a way to terminate a legal entity with the transfer of its rights and obligations to another person. In a single term, this is called "succession". It is always present during reorganization.

Liquidation is a way of terminating a legal entity without succession, that is, a completely irreversible way.

Reorganization.

Reorganization occurs in the following order:

1. Making a decision on reorganization.

This decision can be made:

· Founders of a legal entity (participants of a legal entity);

· The body of the legal entity, to whose competence this issue is referred by the constituent documents. Most often this is a general meeting.

· In cases stipulated by law, a decision on reorganization may be made by decision of an authorized state body or by a court decision. According to their decision, most often it concerns division and merger (due to the need to comply with antitrust laws). If the state makes a decision on reorganization, and the legal entity does not start reorganization within the established time frame, then the state goes to court and then it is carried out by force, forcibly.

Reorganization comes in five forms:

1) Merging.

2) Accession.

3) Separation.

4) Selection.

5) Transformation.

Merging:

New legal entity

1 legal l. 2 legal l, 1 is included in its composition.

Selection:

A legal entity makes a decision and a legal entity is separated from it. Separation is a way in which there is no cessation. That is, it is more a form of creation than cessation.

1 legal l. 2 legal l., new, separated from the first legal entity.

Separation.

From one legal entity, two are formed and the original one is terminated. Reverse connection.

Legal entity JSC "Solnyshko" LLC.

In the event of a merger, transformation and accession, a deed of transfer is drawn up, and in case of separation and separation, a separation balance sheet is drawn up.

Article 59

Reorganization procedure.

1. A decision is made to reorganize. The legal entity informs the Federal Tax Service of this decision within 3 working days as a registering body. This message (notice) must be indicated with the obligatory indication of the date from which the reorganization begins, and the form of reorganization.

2. The registering authority makes an entry in the Unified State Register of Legal Entities that this person is in the process of reorganization.

3. Information about the reorganization must be published. The law requires that there be at least two publications with a frequency of once a month. This happens after the entry in the registry has appeared. The law also determines the media in which this should be done - it must be published in the relevant media that publish information about registration. "Bulletin of State Registration".

The publication must contain information about each legal entity participating in the reorganization, information about the legal entity being created (the one that will only be formed, it does not yet exist), the form of organization, the procedure and conditions for filing claims by creditors. And in some cases, a number more.

4. Statement of creditors' claims. This step is not always required because it may not be present if creditors decide not to make a claim. This is Article 60 of the Civil Code of the Russian Federation.

Creditors of reorganized legal entities have the following rights:

1) Demand early fulfillment of obligations from your counterparty, which is under reorganization.

2) If early performance of obligations is impossible, demand termination of the obligation and compensation for the losses caused by this. The law now requires that claims against these creditors arise prior to the publication of the reorganization notice.

3) The Civil Code, in part 3 of article 60, establishes a special rule: “Creditors of a legal entity - OJSC, reorganized in the form of a merger, accession or transformation, if its rights of claim arose before the publication of a notice of reorganization, have the right judicially demand early performance of an obligation or termination of obligations and compensation for losses if the reorganized legal entity, its participants or third parties do not provide sufficient security for the performance of the relevant obligations. These claims may be submitted no later than 30 days after publication.

If all the obligations of the reorganized legal entity will occur before the reorganization, everything is fine. And if after ... In this case, the Civil Code says that newly formed legal entities become solidary debtors between themselves (if the legal entity has ceased) and with that original legal entity, if it has not ceased.

5. The reorganization will be finally completed after entering into the Unified State Register of Legal Entities information on the termination of legal entities being reorganized and the creation of new legal entities in the process of reorganization.

Liquidation of a legal entity.

Now we are talking about liquidation without bankruptcy.

Grounds for liquidation:

1. The Civil Code provides separate grounds for liquidation at the initiative of the founders, such liquidation is sometimes called "voluntary".

2. Grounds for liquidation by court decision. Such liquidation is sometimes referred to as "forced liquidation".

Grounds for voluntary liquidation. They are not and cannot be exhaustive and are as follows:

1) Either in connection with the achievement of the goals for which the legal entity was created;

2) Either the unattainability of the goal;

3) Or with the expiration of the term, if you created a legal entity for a certain period;

4) And a number of others.

That is for any reason. This reason no one will establish. “We don’t want to, we can’t do it anymore, and we’re generally tired” - this is how you can write, it will be something like “unattainable goal”.

Grounds for compulsory liquidation.

Provided for in Part 2 of Article 61 of the Civil Code of the Russian Federation:

1. In the event of gross violations of the law committed during the creation of a legal entity, if these violations are irreparable.

2. In connection with the implementation by a legal entity of activities without a license.

3. In connection with the implementation of activities prohibited by law or in violation of the Constitution of the Russian Federation.

4. Or with the commission of other repeated or gross violations of the law or other legal acts.

5. For non-profit organizations - if it is established that they systematically carry out activities that are contrary to the statutory goals.

6. And in other cases provided by law.

Liquidation procedure:

1) The adoption of a decision by the founders of a legal entity or the relevant body of a legal entity, and in the cases provided for by state bodies, on liquidation. This decision should be notified in writing immediately (immediately) to the Federal Tax Service - the registration authority. The Federal Tax Service enters into the Unified State Register of Legal Entities information that the legal entity is in liquidation.

2) Participants of a legal entity or its body appoint a liquidation commission (liquidator, if one person, not a commission), as well as decide on the procedure and terms for submitting claims by creditors and resolve other organizational and liquidation issues.

3) From the moment when the liquidation commission is created, the powers to manage the affairs of the legal entity are transferred to it (in fact, the powers of the permanent executive body).

4) Identification of creditors and debtors of a legal entity. The main focus is on creditors, not debtors.

The following steps should be taken to identify creditors:

1. All known creditors must be notified in writing of liquidation.

2. The liquidation commission is obliged to publish in the same mass media (“State Registration Bulletin”) a notice of liquidation, which must indicate the terms and procedure for submitting an application from creditors, and these terms cannot be less than 2 months from the date of publication.

3. At the same stage, accordingly, it is necessary to wait for this period and create all the claims of creditors that will be declared.

4. All declared claims of creditors are considered by the liquidation commission and, regardless of whether they are justified or not, must be included in the interim liquidation balance sheet.

5. The liquidation commission prepares an interim liquidation balance sheet, and it, in turn, is approved by the bodies or founders of the legal entity. This balance should reflect all the property that a legal entity has - and in a broad sense, property: both active and passive. It should reflect all submitted applications of creditors and the results of their consideration. If the claims of creditors are not justified, then the claims are included in the interim balance sheet, and next to it it is written that the claims are unreasonable and will not be satisfied. Lenders can challenge this in court.

5) Intermediate (subsidiary) stage. If the interim liquidation balance sheet reveals an insufficiency of funds to satisfy the claims of creditors. Then, at this stage, other property may be assessed and sold at public auction.

6) Satisfaction of creditors' claims. Satisfaction occurs in the order of priority, the queues are provided for in Article 64 of the Civil Code of the Russian Federation.

The principle of priority consists of two rules:

1. Satisfaction of the claims of creditors of each next priority occurs only after the full satisfaction of the claims of the previous ones.

bankruptcy liquidation credit legislative

The concept and methods of termination of legal entities

The activity of a legal entity in accordance with the current Civil Code of the Russian Federation is terminated through its reorganization or liquidation.

The reorganization of a legal entity is carried out in such forms as: the merger of several legal entities into one; accession of one or several legal entities to another; division of a legal entity into several independent organizations; separation from the structure of a legal entity (without terminating its activities) of one or more new legal entities; transformation of a legal entity from one legal form to another (clause 1, article 57 of the Civil Code of the Russian Federation).

In all these cases, with the exception of separation, the activity of at least one legal entity is terminated, however, its rights and obligations are not terminated, but transferred to newly created legal entities in the order of succession. Succession also occurs during separation, because the newly created (spun off) legal entity in this case also receives part of the rights and obligations of the remaining legal entity.

Consequently, the reorganization of a legal entity always entails the emergence of succession (even without being associated with the termination of its activities in the event of separation). This is its fundamental difference from the liquidation of a legal entity, in which no succession in rights and obligations arises, because they, like their subject - a legal entity, are subject to termination11 Civil law: textbook / ed. E.A. Sukhanov. - M.: Wolters Kluver, 2010. - S. 383 ..

Traditionally, reorganization is considered from the point of view of the consequences of the termination of legal entities: relative termination while maintaining its property mass for functioning in civil circulation and the transfer of its rights and obligations by succession to other persons.

Reorganization is closely related to universal succession, derivative grounds for the emergence and relative grounds for termination of property rights and other rights in rem. Its essential features: the specifics of the subject composition, forms, content and legal consequences.

The reorganization of a legal entity, as a general rule, is carried out by it voluntarily, by decision of its founders or its body authorized by the constituent documents, for example, the general meeting of its participants. According to paragraph 3 of Art. 57 of the Civil Code of the Russian Federation, voluntary reorganization in the form of a merger, acquisition or transformation in cases provided for by law may be carried out with the prior consent of state bodies. Such consent is required to be obtained from the antimonopoly authorities that control the emergence of economic entities that could take a dominant position in the commodity market.

In accordance with paragraph 1 of Art. 17 of the Law on Competition and Restriction of Monopolistic Activities in Commodity Markets, the prior consent of the antimonopoly authorities is required in cases of merger and accession of any associations of commercial organizations (associations and unions); mergers and acquisitions of commercial organizations, if the total amount of their assets exceeds 100,000 minimum wages (and if it exceeds 50,000 minimum wages, then a mandatory notification of the antimonopoly body of the reorganization is required); division and separation of unitary enterprises whose assets exceed 50,000 minimum wages (if this leads to the emergence of an economic entity whose share in the relevant commodity market will exceed 35%). If these requirements are violated, the antimonopoly body has the right to demand in court that the reorganization that has taken place be recognized as invalid.

In cases expressly provided for by this law, reorganization in the form of division and separation may be carried out by force, by decision of the competent state body or court.

In accordance with Art. 19 of the Law on Competition in Commodity Markets, the antimonopoly body (which, in accordance with paragraph 6, clause 13 of Decree of the President of the Russian Federation of March 9, 2004 No. 314 "On the system and structure of federal executive bodies" Sobr. Legislation. Ros. Fed. - 2013. is the Federal Antimonopoly Service) has the right to issue an order on the compulsory division of a commercial organization or a non-profit organization engaged in entrepreneurial activities, occupying a dominant position, or on the separation of one or more organizations from their composition in the event of their systematic monopolistic activity. The systematic implementation of monopolistic activity is understood as the commission within three years of more than two facts of the specified activity identified in the prescribed manner. An order for the compulsory division or separation of a commercial organization is accepted under the following conditions:

If it leads to the development of competition;

With the possibility of organizational and territorial isolation of its structural divisions;

In the absence of a close technological relationship between its structural divisions. In particular, if the volume of products (works, services) consumed by a legal entity of its structural unit does not exceed 30% of the total volume of products (works, services) produced by this structural unit;

If it is possible for legal entities, as a result of reorganization, to work independently in the market of a certain product.

At the same time, non-execution of the decision on compulsory reorganization entitles the court, at the request of the antimonopoly authority, to appoint an external manager of the legal entity that carries out such reorganization (clause 2, article 57 of the Civil Code of the Russian Federation)11 Commentary on the Civil Code Russian Federation, part one / edited by S.P. Grishaeva, A.M. Erdelevsky. - M .: Law firm "Contract", 2009. - S. 475 ..

The reorganization of legal entities is formalized either by a deed of transfer (balance sheet) (in cases of merger, accession and transformation), or by a separation balance sheet (in cases of division and separation). The deed of transfer or the separation balance sheet must contain provisions on the succession of all rights and obligations of the reorganized legal entity without exception in respect of all its creditors and debtors, including the obligations disputed by the parties. Compliance with this rule is intended to ensure complete clarity regarding all legal relations in which the reorganized legal entity was a participant. It is obvious that it was established, first of all, in the interests of creditors of a legal entity, so that their claims would not be “lost” during the reorganization22 Dolinskaya V.V. Joint Stock Law: textbook. - M.: Legal literature, 2009. - S. 260 ..

This process is fraught with significant dangers for creditors - counterparties of reorganized legal entities. Thus, they may face a situation where the legal entity's obligations to them after its division or separation will be transferred to the weakest successors in terms of property. Accession or merger threatens creditors with an increase in their number, which is by no means necessarily accompanied by an increase in the property of the debtor (if, for example, the property of the merging legal entity is already burdened with numerous debts). A change in the legal form as a result of the transformation may entail the exclusion of additional liability to them of the participants of the legal entity (for example, when transforming a company with additional liability or a production cooperative into a limited liability company). Therefore, the law requires that the persons or bodies that made the decision to reorganize notify all creditors in writing, and the latter have the right, regardless of the receipt of the notification, to demand the termination or early fulfillment of the relevant obligations and compensation for the losses incurred (clauses 1 and 2 of article 60 of the Civil Code) . These rules constitute the most important legal guarantees of the rights and interests of creditors of a reorganized legal entity11 Khaimovich M. Reorganization of an enterprise // Business Advocate. - 2013. - No. 8. - S. 37 ..

If the creditor has not used the said right, the place of the reorganized legal entity in the obligation to it is taken by the successor, determined on the basis of the deed of transfer or separation balance sheet. Therefore, after the approval of the named documents by the persons or bodies that made the decision on reorganization, they must be submitted for state registration together with the constituent documents of newly emerged legal entities. Failure to submit these documents for registration or the absence in them of provisions on succession in relation to the obligations of the reorganized legal entity should entail a refusal to state registration of newly emerged legal entities (clause 2 of article 59 of the Civil Code of the Russian Federation), i.e. in fact, non-recognition of the reorganization that took place. If the separation balance sheet is drawn up in such a way that it does not make it possible to determine the successor for a specific obligation, legal entities that have arisen as a result of separation or spin-off will bear joint and several liability to the creditors of the reorganized legal entity (clause 3, article 60 of the Civil Code of the Russian Federation). Thus, in the course of the reorganization of legal entities, a comprehensive protection of the interests of creditors is carried out22 Civil law: textbook / ed. E.A. Sukhanov. - M.: Wolters Kluver, 2010. - S. 398 ..

The reorganization is considered completed (took place) from the moment of state registration of newly emerged legal entities, and in case of merger - from the moment of state registration of the termination of the activities of the merged legal entity (clause 4 of article 57 of the Civil Code of the Russian Federation).

The liquidation of a legal entity is a way to terminate its activities in the absence of succession in its rights and obligations (clause 1, article 61 of the Civil Code of the Russian Federation). Since the rights and obligations of a legal entity do not pass to successors, the task of ensuring the rights and interests of creditors (other participants in property turnover) becomes even more important here than in cases of its reorganization. Therefore, the law establishes a special procedure for the liquidation of a legal entity.

Liquidation can be carried out voluntarily, by decision of the founders or an authorized body of a legal entity, in particular, after the expiration of the term or with the achievement of the goals for which it was created (for example, the directorate of an enterprise under construction ceases its activities after the commissioning of the finished object).

The forced liquidation of a legal entity is also possible in accordance with a court decision (clause 2, article 61 of the Civil Code of the Russian Federation). It occurs if the court recognizes the registration of a legal entity as invalid due to violations of the law or other legal acts committed during its creation, if these violations are of an unrecoverable nature; in the event of carrying out activities without a proper permit (license), or activities prohibited by law, or with other repeated or gross violations of the law or other legal acts, or in the case of the systematic implementation by a public or religious organization (association), charitable or other fund of activities that contradict it statutory purposes, as well as in other cases provided for by the Civil Code of the Russian Federation11 Sumskoy D.A. Status of legal entities: textbook. - M.: CJSC Yustitsinform, 2009 ..

Considering the liquidation of a legal entity, it can be noted that it is a rather lengthy procedure, the main content of which is to identify and satisfy the requirements of creditors. At the same time, the legal entity continues its activities (until it is excluded from the state register). Therefore, both existing and potential counterparties should be aware, warned that this legal entity is in the process of liquidation and is making settlements with its creditors, having a decision (or being obliged) to stop its activities. To this end, persons or bodies that have made a decision to liquidate a legal entity must immediately inform the registering authority in writing about this in order to enter the relevant information into the state register (clause 1, article 62 of the Civil Code of the Russian Federation). From the moment this information is entered, the words “in liquidation” must be added to the name (company name) of the legal entity.

The mandatory liquidation procedure provided for by law is also designed primarily to protect the interests of creditors. After all, the founders or participants of a legal entity during its liquidation are usually interested in maintaining the maximum possible balance of property after the completion of all calculations, since it usually becomes their property. Therefore, the liquidation should take place under the control of the body that carried out the state registration of the legal entity.

Termination of the activities of a legal entity occurs as a result of its reorganization or liquidation and, as a rule, is final. However, the law also provides for the possibility of temporary termination, that is, the suspension of the activities of a number of organizations.

As already noted, a legal entity can be created by establishing, but also by reorganizing an existing legal entity.

In general, reorganization is a way of creating and (or) terminating legal entities, as a result of which there is a succession in rights and obligations between legal entities. There are five forms of reorganization:

Merging. Several legal entities are "merged" into one legal entity. As a result, several organizations are terminated and one new organization is formed, to which all the rights and obligations of the terminated legal entities are transferred;

Accession . One legal entity is joined by another legal entity or entities. As a result, the affiliated legal entities are terminated, all their rights and obligations are transferred to the affiliated legal entity, which continues to exist, and no new legal entities arise. Thus, this form of reorganization is not a way to create legal entities.

Separation. One legal entity is divided into two or more legal entities. As a result, the divided legal entity is terminated, and instead of it, new legal entities arise, to which, in accordance with the separation balance sheet, all rights and obligations of the legal entity that has ceased to exist are transferred;

Selection. A structural unit is separated from the composition of the legal entity, which becomes an independent legal entity. As a result of the separation, a new organization arises, to which, in accordance with the separation balance sheet, part of the rights and obligations of the organization that separated it passes, but the latter does not stop. Such reorganization is not a way to terminate legal entities.

transformation . Reorganization in the form of transformation is a change by a legal entity of its organizational and legal form. For example, a limited liability company may be transformed into a joint stock company. As a result, the previously existing legal entity is terminated and a new legal entity arises, to which all the rights and obligations of the former are transferred.

Thus, separation is a way of creating legal entities, accession is a way of terminating them, while other forms of reorganization are at the same time ways of creating and terminating legal entities.

Reorganization, as a rule, is carried out by decision of the participants of the legal entity (or the owner of its property), that is, voluntarily. However, in relation to commercial organizations, the law also provides for such cases when reorganization can be carried out forcibly. Moreover, if the decision of the court or the competent authority on the reorganization is not fulfilled within the prescribed period, the court appoints an external manager of the legal entity, which carries out its reorganization (paragraph 2 of article 57 of the Civil Code).

In many cases, the reorganization can dramatically change the balance of "power" of producers in the market and lead to a restriction of competition.

The reorganization significantly affects the interests of the creditors of the legal entity, as soon as their debtor ceases to exist. Therefore, its mandatory condition is prior notification of creditors, who in this case have the right to demand the termination or early fulfillment of the obligations of the reorganized legal entity and compensation for losses (Article 60 of the Civil Code of the Russian Federation).