As a rule, the restructuring process is preceded by audit, procedure of "due diligence" (see the corresponding Section of the Guide "Sale (Acquisition) of Operating Business"). The procedure of "due diligence" shall be carried out by the experienced advisors. Basic stages of re-structuring include: • Analysis of service departments and non-profile actives, systematization of their functions by their profile, priority, profitability, etc. • Development of the concept of re-structuring of service departments and nonprofile actives, definition of the optimum organizational and legal form, development of mechanisms of functioning of service departments. • Development of the business plan (program) of re-structuring of non-profile actives and service departments. • Realization of transactions and realization of organizational actions (a regular report on performance of the program includes a report on concluded deals on re-structuring, a report on execution of deals on re-structuring, a report on execution of current budgets). The restructuring processes affect the legal aspects, which are connected, firstly, to the necessity of reorganization: such as creating of new legal entities and/or determination of the activity of old legal entities. The effective Civil Code of the Russian Federation provides for such forms of legal entities reorganization as their merger, affiliation, splitting up, appropriation and reformation. According to Art. 58 of the Civil code of the Russian Federation, part I, chapter IV, at the merge of legal persons the right and duties of each of them pass to a newly appeared legal person according to the transfer certificate. At the connection of a legal person to another legal person the latter acquires the rights and duties of the attached legal person according to the transfer certificate. At the division of a legal person its rights and duties pass to newly appeared legal persons according to the division balance. At the allocation of one or several legal persons from the structure of a legal person the rights and duties of the reorganized legal person pass to each of them according to the division balance. At the transformation of a legal person of one kind to a legal person of another kind (the change of the organizational and legal form) the rights and duties of the reorganized legal person pass to a newly appeared legal person according to the transfer certificate. For the state registration of a legal entity to be created by its reforming in form of reformation, merger, splitting up or appropriation, the following documents are to be presented to the Registration Authority64: a) application for registration of each legal entity to be newly created by its reforming in the form approved by the Government of the Russian Federation. The application is to be signed by an applicant. This application should confirm the following: — the charter documents of the legal entities created by reformation comply with the requirements to charter documents of a legal entity of the corresponding type of ownership approved by the Government of the Russian Federation; — the reliability of the information presented in the above mentioned charter documents and the application for registration; — the deed of assignment or the distributive statement contains the legal succession provisions on all the obligations of the newly created legal entity concerning to all of his creditors; — all of the creditors of the legal entity to be reformed are informed about the reformation of the Legal Person in written form; 64
See Article 14 of the Law of the Russian Federation “On State Registration of Legal Entities and Individual Entrepreneurs” of August8, 2001 No. 129-ФЗ (as amended on 05.02.2007). The Procedure of Registration of Legal Entities to be created by Reorganization. See also Articles 15–16 of the above Law. 101
Published on Jul 6, 2010
Published on Jul 6, 2010
1. STATE AND MUNICIPAL AUTHORITIES IN ST. PETERSBURG In St. Petersburg the system of state authorities was formed which has statutory object...