Reorganization

In accordance with paragraph 2 of Article 51 of the Federal Law "On Limited Liability Companies" of February 08, 1998 N 14-ФЗ, reorganization of a company can be carried out as mergence.

In accordance with Article 52 of the Federal Law "On Limited Liability Companies" of February 08, 1998 N 14-ФЗ mergence of companies is understood as  creation of a new company inheriting all rights and duties of two or more companies and termination of the latter.

While LLC is reorganized as mergence the following should be considered:

1. The general meeting of shareholders of each company participating in the mergence reorganization shall decide on such a reorganization, on approval of the merger agreement and the charter of the company, created by the mergence, as well as approval of the transfer certificate;

 2. Companies involved in the mergence shall conclude a mergence agreement, which defines the procedure and conditions for the merger, the procedure for the exchange of shares in the share capital of each company to shares in the in the share capital of the new company. When companies merge shares in the authorized capital of the companies that belong to other companies involved in the mergence shall be canceled;

 3. When companies merge all the rights and responsibilities of each of them shall pass to the company created by mergence in accordance with transfer documents.

b) In accordance with item 2 of Article 15 of the Federal Law "On Joint Stock Companies" of December 26, 1995 N 208-ФЗ reorganization of a company can be realized in the form of a merger.

In accordance with item 1 of Article 16 of the Federal Law "On Joint Stock Companies" of December 26, 1995 N 208-ФЗ mergence of  companies is understood as creation of a new company inheriting all rights and duties of two or more companies and termination of the latter.

While LSC is reorganized as mergence the following should be considered:

 1. When companies merge the company's shares owned by another company  involved in a merger, as well as the own shares held by the company participating in the merger shall be canceled;

 2. When companies merge all rights and responsibilities of each of them shall pass to the newly created company in accordance with the act of transfer.

When a legal entity is reorganized as a merger the following should be submitted (by each company participating in the merger):

1. Certificate of legal entity state registration (certificate awarding Principal State Registration Number);
2. Certificate of registration with a tax authority (certificate awarding TIN);
3. Charter;
4. Memorandum of association;
5. Notification from the Local body of the Federal State Statistics Service;
6.  Notification from non-budget funds;
7. Information for the head / director (passport details, TIN certificate);
8. Information for the accountant (passport details);
9. Contact person information (phone, e-mail);
10. Extract from the Share-holders Register (for JSCs);
11. Decision on shares issue (for JSCs);
12. Report on the shares issue report (for JSCs).

For the company created as a result of a merger:

1. Name of the legal entity (full / abbreviated);
2. Head / director information (passport details, TIN certificate);
3. Chief accountant information (passport details);
4. Activities according to Russian National Classifier of Economic Activities;
5. Contact person information (phone, e-mail).