Reorganization is one of the ways to form or liquidate legal entities. There are five different forms of reorganization - merger, division, attachment, transformation, separation.
The essence of company reorganization
Reorganization of enterprises is an essential attribute of a market economy. The reasons for the reorganization can be very different - this is the desire to bring the company out of a crisis, to optimize tax payments or a way to expand the business.
The reorganization process is based on succession, i.e. a person who ceases to operate is liquidated, and his rights and obligations are transferred to a legal successor.
There are two ways to reorganize - it can be carried out both voluntarily and involuntarily. Voluntary reorganization is carried out by decision of a meeting of participants in an LLC or a meeting of shareholders in an OJSC. Compulsory - only in cases established by law by decision of state bodies or in court.
The main forms of reorganization
There are 5 forms of reorganization.
Merge
In the event of a merger, several companies cease their activities, a new one is formed in their place (A + B = C), which transfers all property and liabilities. The merged companies cease to exist autonomously. If the total asset value of the companies that contemplate the merger exceeds 30 million minimum wages, the consent of the antitrust authorities is initially required.
For this type of reorganization, a special class of economic processes is distinguished - M&A (mergers and acquisitions). It denotes the global trend towards the consolidation of assets in the global market. Acquisitions differ from mergers in that their purpose is to establish control over the company by acquiring a 30% stake in the authorized capital. At the same time, the economic independence of the absorbed company remains.
Accession
When one company merges with another, the merged company ceases to operate (A + B = A). A merge should be distinguished from a merge, because in this case, only one of the companies loses its independence.
Separation
When splitting, several companies are formed instead of one (A = B + C).
Highlighting
When separating, instead of one organization, one or several new ones are formed (A = A + B), and the reorganized organization does not cease its activities. The isolation process has a widespread spin-off form. Spin (spin) denotes the separation of the subsidiary from the parent as a result of the issue of shares.
Transformation
During the transformation, only the organizational and legal form changes. As a result, the old organization ceases to operate, and a new one is created in its place, to which all rights and obligations are transferred (A = B).
