Reorganization of companies

Types of companies reorganization in ukraine

In the process of developing a business, owners often decide to change the shape, size of the enterprise, or, alternatively, want to close it. Sometimes it is more difficult to do this than to create an enterprise, since there are no well-defined reorganization procedures.

The company reorganization can take place in the following forms:

  • reorganization of the company through a merger (reorganization of the company in the form of a merger);
  • by splitting (reorganization of the company by separation);
  • reorganization of the company through transformation.

Most of these processes (merger, accession, separation, transformation), together with liquidation, are accompanied by the termination of the legal entity (part 1 of Article 104 of the Civil Code of Ukraine). Legal entities are not terminated only upon separation, since it retains the original legal entity and creates a new one.            

Procedure for companies reorganization

The transfer of property from one person to another upon accession or merger takes place on the basis of a deed of transfer of any form (it is necessary that the transfer balance be indicated).

The transfer (distribution) of property between legal entities in the course of division or separation takes place on the basis of the distribution balance (Art. 109 of the Civil Code). The form is also not approved and is arbitrary.

Each line of both the transfer and distribution balances must have a detailed breakdown in hryvnas with kopecks according to the composition of assets and liabilities that are transferred (distributed) between legal entities. On the date of the decision on such a reorganization, an initial transfer (distribution) balance is created, and after satisfying the claims for the company liabilities, the final balance is created.

To the transfer act and the distribution balance for each position, invoices, invoices-claims for the release (internal movement) of materials, acts of acceptance and transfer (internal movement) of fixed assets, acts of reconciliation of receivables and payables, inventory descriptions, technical and provided services, etc. are executed.

Documents required for company reorganization

For state registration of the termination of a legal entity as a result of its reorganization at the end of the termination procedure, but not earlier than the deadline for filing claims by creditors, the following documents are submitted (see Part 14 of Article 17 of the Law of Ukraine “On State Registration of Legal Entities, Private Entrepreneurs and Public Formations” No. 755[1] of May 15, 2003):

  • the application for state registration of the termination of a legal entity as a result of its reorganization (form 8);
  • a copy of the original (notarized copy) of the decision of the authorized management body of the legal entity on changes to the USR;
  • a copy of the original (notarized copy) of the deed of transfer or distribution balance sheet;
  • the certificate from an archival institution; −
  • document confirming payment of the administrative fee (0.3 of subsistence minimum);
  • the constituent document of a legal entity in a new edition – when making changes contained in the constituent document.

In the case of termination of a legal entity as a result of transformation, documents are submitted according to the list of Part 1 of Art. 17 of Law No. 755 (the same as when registering a new legal entity). After that, documents are submitted for the creation of a new enterprise or enterprises according to the appropriate procedure.

At the same time, the reorganization of an enterprise is a very complex procedure associated with many subtleties and nuances that must be taken into account in order to comply with the interests of all participants in this procedure, as well as the requirements of the current legislation.

As mentioned above, the state registrar has the right to leave without consideration the documents submitted for state registration of the termination of a legal entity as a result of a merger, accession, division or transformation if:

– the documents are not presented at the place of state registration;

– the documents are not presented in full;

– the documents do not meet the requirements established by Art. 15 of the Law “On State Registration of Legal Entities, Private Entrepreneurs and Public Formations” No. 755 of May 15, 2003;

– the deed of transfer or the transfer balance does not meet the requirements established by Art. 15 of the Law “On State Registration of Legal Entities, Private Entrepreneurs and Public Formations” No. 755 of May 15, 2003;

– the documents were submitted before the expiration of the term for submitting claims by creditors;

– The Unified State Register of Legal Entities, Private Entrepreneurs and Public Formations for a liquidated legal entity contains information that it is a participant (owner) of other legal entities and/or does not have separate divisions;

– registration of all issues of shares is not canceled if the liquidated legal entity is a joint stock company;

– The State Tax Service and the Pension Fund of Ukraine reported that there were objections to state registration of the termination of a legal entity as a result of a merger, accession, division or transformation, and it was not withdrawn;

– it is not indicated and not confirmed by the personal signature of the chairman of the liquidation commission or persons authorized by him on the commission by them of all actions provided for by law relating to the procedure for terminating the activities of a legal entity, including the completion of settlements with creditors (including for taxes, fees, RSK, insurance funds, to the Pension Fund and social insurance funds).

Therefore, before carrying out the reorganization of an enterprise, it is still necessary to seek competent legal assistance, since the high-quality preparation of the relevant documents will significantly speed up the reorganization process, and also save you from refusing to register such a reorganization.

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