Reorganization and re-registration of legal entities Printable versionLast update: 02.09.2021
Performing those or other registration actions, each businessman asks the question "Is it worth registrating them? How to register? How to fix changes regulatory in the company?". In the article you will find out in which cases it is necessary to re-register legal entities, what is reorganization and how these operations are conducted.
Reorganization of a legal entity is the termination or other modification of the legal status of a legal entity, entailing relations of legal succession of legal entities.
Re-registration is the registration of changes in registration documents after certain actions.
The main difference between re-registration and reorganization is the nature of the changes. For example, having changed the name there is no need to reorganize the enterprise, but re-registration becomes mandatory. Also, if the composition of participants/founders has changed, a re-registration is necessary, and in the case of mergers/acquisitions/transformations of the enterprise into other legal forms, reorganization is necessary.
It should be noted that if new legal entities have been separаted during the reorganization, they must be registered. Often, reorganization may also require re-registration. You can read the terms of reorganization and re-registration below.
When is it necessary to re-register?
According to Article 42 of the Civil Code, a legal entity is subject to re-registration in the following cases:
- reduction of the authorized capital;
- change of name;
- changes in the composition of participants in business partnerships (with the exception of business partnerships in which the register of participants in a business partnership is maintained by a professional participant in the securities market performing activities to maintain a system of registers of securities holders).
Branches and representative offices are subject to re-registration in case of a change in the name.
Changes made to the constituent documents on these grounds without re-registration of the legal entity are void.
In what cases does the company need a reorganization?
- in case of a merger: when 2 or more legal entities are merged into one legal entity;
- in case of joining - when one or more legal entities join another legal entity;
- in case of division of a legal entity into two or more legal entities);
- separation (one or several legal entities are separated from the legal entity, with the first legal entity continuing to exist);
- transformation (a legal entity of one organizational and legal form is transformed into a legal entity of another organizational and legal form).
Methods of re-registration of a legal entity
The procedure for re-registration of legal entities is carried out by the registering authority. For re-registration of a legal entity, you can apply to the NJSC State Corporation "Government for Citizens" at the place of registration. When deciding whether to re-register, you should contact a qualified lawyer. A professional lawyer will conduct all the necessary operations in the aggregate. For example, he/she will help when accompanying the conclusion of deals with the admission of new participants and the size of their shares or with other changes of the founders, will help to make competent changes in the constituent documents and the charter by drawing up appropriate decisions, protocols and so on.