â€” in the cases established by the Legislation, the reformation of the legal entity are agreed with the corresponding state and/or to municipal authorities; b) the charter documents of each newly created legal entity to be created by reformation (in original form or in form of notarial copy); c) the decision on the reformation of the legal entity; d) the Merger Contract in the cases established by the federal legislation; e) the deed of assignment or the distributive statement; f) the document confirming the payment of the stamp duty. Representation of documents of legal persons created by reorganization is carried out in the order generally established for all legal persons. The state registration of legal persons created by reorganization is carried out in the term not exceeding five working days from the date of granting documents to the registering body. It should be mentioned, that, in spite of nomenclature concurrence, the actual legislated forms of reformation of legal entities do not reflect the diversity of economic forms of restructuring. 2.6. Sale (Acquisition) of Operating Business Business is entrepreneurial activities which ensure stable cash turnover and require assets, necessary infrastructure, and legal support. Sale and acquisition of a business is beneficial for both parties since: 1. If a seller sells his/her operating business in parts, the cost of individual assets may be much less that the cost of entire business. 2. When a buyer purchases an operating business, his/her investments immediately ensure cash flows. A buyer needs only to optimize them, e. g. reduce costs, or increase them (increase sales). Acquisition by an operating company of its supplier or client makes it possible to gain more control over process. Moreover, it is easier to receive financing for an operating business than for the business plan of a new project. Market of an operating businesses is one of the most actively developing in Russia. Setting up of new companies to sell them has become a separate and very promising field of business. Moreover, our country now have companies whose major activity is comprehensive support of transactions regarding the alienation of property rights to an operating small or medium business â€” business-brokers. In Russia such support is generally carried out by auditing and legal companies. One of the most popular ways to sell business is a sale or transfer of shares in limited liability companies, or equities of closed or open joint-stock companies. It is the easiest, cheapest and fastest way for a new proprietor to acquire business since only charter documents of a sold legal entity shall be changed while all licensing and legal documentation remains the same. It should be noted that this approach cannot be applied to businesses owned by an individual proprietor. The other way to sell a business is a sale of an enterprise as a property complex (Paragraph 8, Article 30 of the Civil Code of the RF). In this case an enterprise as an object of rights is considered to be a property complex used to carry out business activities. Entire enterprise being a property complex is considered as a real estate. Enterprise as a whole or its parts can be an object of sale or acquisition, pledge, rent and other transactions regarding the establishment, change or termination of property rights. An enterprise as a property complex can be purchased with its property: all types of property used to carry out its activities including land plots, buildings, equipment, raw materials, products, incorporeal right, debts, and rights to logotypes of an enterprise, its products, works and services (name, brand, service marks) and other exclusive rights unless otherwise provided for by laws or a contract. Such transactions are usually connected with the sale of big businesses owning significant assets. 102
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...