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Reregistration and reorganization of legal entities: in what cases is it necessary? Printable version

Last update: 30.07.2019

While registration of something each entrepreneur rises a question “Is it necessary to register it? How to register it? How to fix any changes in the company?” In the article you will learn in what cases re-registration of legal entities is necessary, what is reorganization and how these operations are conducted.

Reorganization of legal entity – is a termination or other change of legal status of legal entity entailing the succession of legal entities.

Re-registration - is a registration of changes in registration documents after the conduction of particular actions.

The main difference betwеen re-registration and reorganization is a character of made changes. For example, making changes in the name does not require reorganization of a company but re-registration is necessary in this case. If the composition of participants/founders has been changed re-registration is required, and in case of mergers/attachment/separation/separation/reconstruction of enterprises into other legal forms reorganization is required.

One should note, if while reorganization new legal entities were distinguished, they must be registered. More often, as a result of reorganizations it must be necessary to conduct re-registration as well. Further you may familiarize with conditions of reorganization and re-registration.

In what cases re-registration is required?

According to the article 42 of Civil Code legal entity is subject to re-registration in following cases:

  • size reduction of registered capital;
  • change of name;
  • change of participants composition in economic partnership (except economic partnership in which maintenance of register of economic partnership participants is carried out by a professional participant of security market realizing the activity on maintenance of the system of registers of security holders).

Branches and representatives are subject to re-registration in case of name change.

Changes made in constituent documents without registration of legal entity are invalid.

In what cases does the company need a reorganization?

  • in case of merger: when 2 or more legal entities merge into one;
  • in case of accession- when one or several legal entities access to another legal entity;
  • in case of division of legal entity into two or more legal entities;
  • separation (one or several legal entities are separated from the composition of legal entities and the first legal entity continues to exist);
  • reconstruction (legal entity of one legal organizational form is transformed to legal entity of another legal organizational form).

Methods of legal entity re-registration

Size of registration fee for operations conduction

Methods of reorganization of legal entity

After re-registration you must have following documents:

After reorganization you must have following documents:

 

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