Timing and stages of reorganization in the form of transformation

Legal regulation of JSC reorganization. General provisions

Legislative regulation of the reorganization of joint stock companies is carried out by Art. 104 of the Civil Code in conjunction with a number of other norms of the code and the Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ (hereinafter referred to as the Law). In accordance with paragraph 1 of Art. 104 Civil Code and paragraph 1 of Art. 15 of the Law, a corresponding decision can be made by the general meeting of shareholders. Moreover, as a general rule, such a decision is voluntary and depends on the will of the shareholders.

Types of reorganization of a legal entity in the form of transformation

Voluntary. Carried out only on the initiative of the company owners. For example, the procedure can be carried out if the owners or founders come to the conclusion that the enterprise will operate most effectively in a different legal form. Most often, for this reason, an LLC is transformed into a joint stock company.

Mandatory. It is carried out upon the occurrence of certain circumstances provided for by law. There are several such cases:

• participants of a non-profit organization intend to conduct business activities, while it is being transformed into a partnership or society;
• the number of LLC participants exceeded 50 people, and it is necessary to reorganize the enterprise into a joint-stock company or a production cooperative (Article 59 of the LLC Law).

Reorganization does not include a change in the type of joint stock company, for example, a transition from a PJSC to a JSC. This action is recorded as a name change.

Mandatory reorganization or prohibition of its voluntary implementation

At the same time, these norms separately stipulate that reorganization may have the nature of a mandatory procedure in cases that are expressly provided for by law. Thus, a JSC must be reorganized without fail (or cannot be reorganized based on a decision of shareholders) in the following cases:

• if there are cases of violation of antimonopoly legislation recorded in the established manner by enterprises occupying a dominant position in the market - Part 1 of Art. 38 of the Law “On Protection of Competition” dated July 26, 2006 No. 135-FZ;
• if the credit organization complies with the grounds established by law for the Bank of Russia's request for its reorganization (violation of liquidity standards, failure to satisfy creditors' claims within 7 days, etc.) - subclauses. 1–3 hours 1 tbsp. 189.26, art. 189.45 of the Law “On Insolvency (Bankruptcy)” dated October 26, 2002 No. 127-FZ;
• if the organization is a specialized financial company - Part 3 of Art. 15.2 of the Law “On the Securities Market” dated April 22, 1996 No. 39-FZ.

There are other situations in which voluntary reorganization cannot be carried out or in which it must be carried out without fail. In addition, the legislator establishes some exceptions from the general rules of the procedure. For example, in relation to the reorganization of a joint-stock investment fund (Article 9 of the Law “On Investment Funds” dated November 29, 2001 No. 156-FZ).

Division and spin-off of JSC

The division and separation of joint-stock companies are covered in Art. 18, 19 of the Law, respectively. These forms have a number of similar characteristics. Their main difference is that when a company is divided, new legal entities arise with the cessation of the existence of the divided one, while the legal entity from which the new company is separated continues to carry out its activities.

Within the meaning of paragraph 2 of Art. 19 of the Law, the spin-off can be made only in the form of a joint-stock company, i.e. the legislator does not intend to change the organizational and legal form of the spun-off organization. This is, in particular, evidenced by the mention in sub. 3 p. 3 art. 19 of the Law that when making a decision on spin-off, the issue of how to distribute shares of the spun-off company is decided. A similar conclusion follows from subsection. 3 p. 3 art. 18 of the Law regarding division of society.

Judicial practice also comes to the conclusion that it is impossible to change the form of a new legal entity separated from a joint-stock company, as well as newly formed organizations as a result of the division. Thus, summarizing the established practice of the courts and indicating its position, the Plenum of the Supreme Arbitration Court in paragraph 20 of the resolution “On some issues of application of the Federal Law “On Joint Stock Companies”” dated November 18, 2003 No. 19 (hereinafter referred to as the Resolution) indicated that the division or separation legal entities from a joint-stock company in a form other than a joint-stock company is impossible.

Reorganization by transformation: step by step

The first stage is making a decision about transformation. The document must reflect information about the new organizational and legal form, as well as the reasons that led to the need for this change. In addition, the procedure for exchanging shares, shares, shares must be determined. At the same time, the draft charter of the legal entity being formed is considered, and the executive body is elected.

As part of the first stage, an inventory is carried out, which makes it possible to establish the exact value of assets and thereby determine the size of the share of each business owner. This is especially true if a reorganization is carried out in the form of transforming a closed joint stock company into an LLC, because it is necessary to determine the actual value of each share, expressed in nominal figures.

The second stage is notification of the authorized body, counterparties and creditors.

A notice of reorganization in the form of transformation, a sample of which can be found here (form P12003, approved by Order of the Federal Tax Service dated January 25, 2012 No. ММВ-7-6 / [email protected] ), must be sent to the tax authority at the place of registration within three days from the moment the decision is approved by the meeting (with the decision attached).

Counterparties are notified through the mandatory publication of a notice of reorganization in a special printed publication - “Bulletin of State Registration”. The reorganized organization must make at least two publications one month apart.

The third stage is the preparation of the transfer deed. By this time, the executive body should have been formed and the charter of the new legal entity approved.

The fourth stage is the registration of a new legal entity arising as a result of the transformation. The applicant simultaneously receives two sheets of entry in the Unified State Register of Legal Entities: about termination of registration - in relation to the reorganized legal entity and about registration of a new organization. From the moment of registration, all rights and obligations are transferred to the created organization.

The average time frame for reorganization in the form of transformation is three months, because The organization must publish a notice of reorganization twice, the validity period of which is one month; in addition, registering changes with the tax office also takes a certain time. Therefore, it will not be possible to change the organizational and legal form in less than three months.

Read also: Personnel issues during reorganization

Reorganization of a joint stock company in the form of merger and acquisition

When merging joint stock companies in accordance with clause 1 of Art. 16 of the Law, a new legal entity arises with the cessation of existence of those participating in the merger. Subp. 3 clause 3 of this norm indicates that when concluding an agreement that is the basis for implementing the merger procedure, it must indicate a condition on the procedure for converting shares of the merged legal entities into shares of the newly created company as a result of the reorganization. The same requirement for the content of the accession agreement is established in sub-clause. 3 p. 3 art. 17 of the Law.

The SAC ruling in paragraph 20 voices a similar position, according to which changing the form during a merger and accession is not possible. The court proceeds from the fact that Art. 16, 17 of the Law do not provide for the possibility of a JSC to join or merge with an organization of another form. The only purpose of the forms of reorganization under consideration may be the creation of a joint-stock company, but only a larger one.

Reorganization (change of legal form)

REORGANIZATION

Reorganization is the termination of the activities of a legal entity, accompanied by general succession. As a result of the reorganization, one or more new legal entities arise that are obligated in the relations in which the defunct legal entity participated.

It is carried out by decision of the owner of the property, founders (participants) of the legal entity, the body authorized by them (according to the constituent documents) and by court decision. In some cases, it can serve as a way to avoid liquidation of an enterprise, including bankruptcy. In all forms, one must have one circumstance that any liquidation of an enterprise carries the beginnings of monopolization. Form - merger, accession and transformation - requires the consent of the antimonopoly committee.

Reorganization is a specific method of terminating existing legal entities and forming new ones (except for cases of reorganization in the forms of affiliation and separation), entailing the transfer of rights and obligations from previously existing legal entities to newly emerged ones.

Types of reorganization of legal entities

The Civil Code of the Russian Federation has identified five forms of reorganization:

When merging

each of the merging legal entities ceases to operate, its rights and obligations are transferred to the newly formed legal entity. The consent of the said authority is required in the following cases:

a) upon merger or accession of any associations (associations and unions) of commercial organizations;

b) upon merger or acquisition of commercial organizations, the total amount of assets of which is more than 100 thousand minimum wages.

Accession

assumes that one legal entity ceases to operate and its rights and obligations are transferred to another, already existing legal entity. His status does not change; for him, the decision on reorganization actually means agreement to accept the obligations of the acquired organization and making appropriate changes to the charter.

Separation

and
selection
are, in principle, similar. The difference is that during division, one organization ceases its activities and several new legal entities are created on its basis, and during separation, new legal entities are formed on the basis of the structural units of the main organization, but the organization itself continues to exist.

The essence of the transformation

is that a legal entity of one organizational and legal form ceases to operate, and in its place a new legal entity of a different organizational and legal form is formed. There are no quantitative changes in participants in civil transactions. All rights and obligations of an organization that has ceased operations are transferred to one legal successor. In fact, conversion is the most common form of reorganization. Commercial organizations cannot transform into non-profits, limited liability companies and joint stock companies cannot transform into partnerships or state-owned enterprises.

Reorganization of commercial organizations may significantly affect the interests of their creditors. Taking this into account, the legislator provided guarantees for the rights of creditors of a commercial organization during its reorganization (Article 60 of the Civil Code). First of all, it is the duty of the founders (participants) of a commercial organization or the body that made the decision to reorganize the commercial organization to notify in writing the creditors of the reorganized commercial organization.

As a general rule, a commercial organization is considered reorganized from the moment of state registration of newly emerged commercial organizations. And only when commercial organizations are reorganized in the form of affiliation, the reorganization is considered completed from the moment an entry is made into the unified state register of legal entities about the termination of the activities of the affiliated commercial organization (Clause 4, Article 57 of the Civil Code).

Documents required for the change registration procedure:

1. Originals of constituent documents (Charter, Memorandum of Association, registration certificate, certificates and texts of all previously made changes).
2. Extract from the Unified State Register of Legal Entities.

Letter on assignment of Goskomstat codes.

Bank details of the organization.

Certificate of entry into the Unified State Register of Legal Entities.

Passport details of the general director, chief accountant, current and future founders, indicating the place of residence and zip code, and if there is a TIN.

The cost of our services starts from 18,000 rubles.

The cost of services does not include notary fees.

You can get more detailed information by calling our specialist.

The difference is that during division, one organization ceases its activities and several new legal entities are created on its basis, and during separation, new legal entities are formed on the basis of the structural units of the main organization, but the organization itself continues to exist.

Organizational and legal form (OLF)

Despite the clarification of the Supreme Arbitration Court of 2003 (clause 20) that when reforming a legal entity, a single organizational and legal form should be adhered to (reorganization by separating an LLC is possible only on the condition that the “parent” enterprise is also an LLC), and if necessary merging business entities from different general public pension companies, it is necessary to bring them into one form, and only after that register the changes. Since September 2014, it has become possible to reorganize firms from different general public financial institutions, but with some restrictions (see table).

Employees of the reformed enterprise must be notified of the upcoming transformations at least 2 months before registering these changes in the Unified State Register of Legal Entities.

Features of converting a JSC into an LLC

The transformation of a joint stock company into a limited liability company is subject to the rules of Art. 20 of the Law. Thus, the reorganization procedure in this form includes the following main stages:

• submission by the executive body of the company to the general meeting of shareholders of the issue of reorganizing the JSC into an LLC;
• adoption by the general meeting of a decision on reorganization (its content must comply with the requirements of paragraph 3 of Article 20 of the Law);
• drawing up and sending to the tax inspectorate an application for registration of the reorganization;
• exchange of company shares for shares in the authorized capital of a newly created LLC;
• completion of the procedure (receipt of documents from the tax office based on the results of consideration of the application for reorganization).

Practical difficulties are caused by the procedure for exchanging shares for shares in the authorized capital of an LLC. In accordance with sub. 3 p. 3 art. 20 of the Law, in the decision on transformation, shareholders must determine the procedure for such an exchange. With clear regulation, the procedure is implemented without serious problems, which is confirmed by the decision of the Arbitration Court of the Volga District dated April 12, 2016 in case No. A12-26775/2015.

What is reorganization of a legal entity in the form of transformation?

Transformation is a procedure for reorganizing a legal entity, which changes its organizational and legal form. Many factors can influence a change in the organizational and legal form, for example, it could be:

• Increasing the efficiency of financial and economic activities by attracting additional material resources;
• The desire of the founders;
• Changing the company name;
• Changing the type of activity;
• Change in the company's development strategy due to a change in the company's management;
• Changes in legislation and many other factors.

Transformation is a special type of reorganization, which is a change in the organizational and legal form of a company, while another legal entity is created, and the old one ceases its activities, the constituent documents and charter are changed, but all rights and obligations are retained after the procedure.

A significant difference from other types of reorganization, that is, merger, spin-off, accession, is that one legal entity begins to participate in the procedure and, as a result, one company is also formed.

Change from CJSC to JSC

With the entry into force of the innovations of the Civil Code introduced by Law No. 99-FZ dated 05/05/2014, such concepts as a closed or open joint-stock company ceased to exist. Instead, the concepts of non-public and public joint-stock companies were introduced.

In this regard, by virtue of Part 5 of Art. 3 of Law 99-FZ from 01.09.2014 the creation of organizations in the form of a closed joint stock company becomes impossible. When settling legal relations with the participation of closed joint stock companies and in relation to organizations of this form, the newly introduced rules on joint stock companies in the Civil Code are applied. That is, closed joint-stock companies are actually considered joint-stock companies, and changes in the organizational and legal form are not additionally required (Part 10 of the said law).

However, it is still necessary to make changes to the constituent documents of the former closed joint-stock company in order to bring them into compliance with the current norms of the Civil Code. But on the basis of Part 7 of Art. 3 of Law 99-FZ, this should be done the next time changes are made that are not related to the need to bring documents into compliance with new legislation.

In accordance with the latest amendments to the Civil Code (hereinafter referred to as the Civil Code of the Russian Federation, the Code), introduced by Federal Law No. 99FZ of 05.05.2014, from September 1, 2014, the names of legal entities created before the date of entry into force of the changes are subject to compliance with the new edition of the code upon the first change in the constituent documents of such persons. Regarding joint-stock companies, part of the corporate name will change - from OJSC and CJSC to PJSC and JSC. However, state registration of a name change in the charter with the Federal Tax Service of Russia is only the first step. In this article we will consider the further steps of the joint-stock company from the moment of making the corresponding entry in the Unified State Register of Legal Entities.

First of all, let's note the four steps of public joint stock companies, and then consider the actions that are necessary or desirable for any company to take after changing its name.

1. Replace the name in the questionnaire on the website of the distributor of information on the securities market.

One of the cardinal differences between public joint stock companies (PJSC) and other JSCs and LLCs is the obligation to publicly disclose information required by law. The composition, procedure and timing of information disclosure are regulated by the Regulations on the disclosure of information by issuers of equity securities, approved by Order of the Federal Financial Markets Service of Russia dated October 4, 2011 No. 1146/pzn (hereinafter referred to as the Regulations on Information Disclosure).

In accordance with clause 1.7 of the Regulations on Information Disclosure, when publishing information, the issuer must use an Internet page provided by one of the information agencies that are duly authorized to carry out actions to disclose information on the securities market (also - distributors of information on the securities market papers). There are five such authorized agencies in total, and the issuer has the right to choose any agency at its discretion.

When concluding an agreement on the dissemination of information with one of the authorized agencies, the issuer fills out the necessary information, including the company name, in a form in a personal account protected by a login and password.

To make changes to the data on the name, legal form or location, the issuer must indicate the state registration number behind which an entry was made about changing the relevant information in the Unified State Register of Legal Entities, and the date of making such an entry.

The deadline for making changes to the questionnaire is indicated in the regulations of the information distributor.

2. Disclose material fact No. 50.

In accordance with the Information Disclosure Regulations, the company is not obliged to disclose information about changes in the company name. At the same time, such information will most likely be useful for the investment community, counterparties and other interested parties. In this regard, it would be advisable for public companies to disclose a notice of a material fact about information that, in the opinion of the issuer, has a significant impact on the cost of its issue-grade securities (clause 6.2.50 of the Information Disclosure Regulations). The moment of occurrence of the grounds for disclosure of information in this case will be the date of making an entry about the relevant changes in the Unified State Register of Legal Entities.

3. Post changes to the charter, as well as internal documents, on the website.

The information disclosure regulation (clause 8.4.1) obliges the PJSC to publish on its website, as well as simultaneously on the website of the information distributor (together we will call it publication on the Internet) on the securities market changes to the charter (the new version of the charter). The text of the charter with the amendments (the text of the new edition of the charter) must be published on the Internet page no later than 2 days from the date of receipt by the PJSC of a written notification (certificate) of the Federal Tax Service of Russia about the state registration of such changes (new edition of the charter).

In addition, a PJSC is required to disclose information about the content of its internal documents regulating the activities of the company’s bodies, with all amendments and additions made to them. In connection with the change of name by the company, changes will most likely be made to many internal documents, at least to the fundamental ones. For example, in the provisions on the general meeting of shareholders, the board of directors, the management board, etc.

Please note that the texts of such internal documents of the company are published on the Internet no later than 2 days from the date of drawing up the minutes (the expiration date established by law for drawing up the minutes) of the general meeting of shareholders (meeting of the board of directors), at which a decision was made to approve the corresponding internal document . That is, the dates of publication of the charter (amendments to the charter) and internal documents differ significantly in time.

4. Submit information to the Exchange.

In accordance with the Listing Rules of CJSC MICEX Stock Exchange (Exchange), when there is a change in general information regarding an issuer whose shares and/or bonds are included in the first-level quotation list, or whose shares are included in the second-level quotation list, the issuer submits an updated questionnaire to the Exchange securities in electronic form within 10 business days from the date of entry into force of such changes. In this case, the questionnaire can be submitted in relation to any issue of securities of the issuer.

In addition, when changing the name, the issuer must submit to the Exchange within the same period a copy of the changes to the charter or the charter in a new edition.

Let's move on to the actions of non-public companies.

5. Open the message to the EFRS.

Similar to the previous paragraph, non-public companies that are not obliged to disclose information in accordance with the Information Disclosure Regulations may disclose a message about a change of name in the Unified Federal Register of Information on the Facts of Activities of Legal Entities (EFRS) at https://www.fedresurs.ru/.

The inclusion of information in the EFRS is carried out on the basis of subclause. l) clause 7 of Art. 7.1 of the Federal Law of 08.08.2001 No. 129FZ “On State Registration of Legal Entities and Individual Entrepreneurs” (Federal Law “On State Registration”). And although the publication of such a message is not required, according to sub. n) clause 7 of Art. 7.1 of the Federal Law “On State Registration”, a legal entity may publish other information at its discretion.

In accordance with clause 3.1 of the Order of the Ministry of Economic Development of the Russian Federation “On approval of the procedure for the formation and maintenance of a unified federal register of information on the facts of the activities of legal entities and a unified federal register of information on bankruptcy and the list of information to be included in the unified federal register of information on bankruptcy” dated 04/05/2013 No. 178 information must be entered into the EFRS as a general rule within three working days from the date when the user learned of the occurrence of the relevant fact.

6. Make changes to work books.

The work book is the main document about the employee’s work activity and length of service (Article 66 of the Labor Code, hereinafter referred to as the Labor Code of the Russian Federation), therefore all necessary information, including information about changing the name of the employer, must be entered without fail so as not to create problems for the employee during further employment or, for example, when applying for a pension.

The procedure for maintaining and storing work books is regulated by the Instructions for filling out work books (Appendix No. 1 to the Resolution of the Ministry of Labor of Russia dated October 10, 2003 No. 69, hereinafter referred to as the Instructions).

In accordance with clause 3.2 of the Instructions, when renaming an employer, a separate line in column 3 of the “Information about work” section of the work book is made: “The organization on such and such a date was renamed to such and such,” and in column 4 the basis for the renaming is entered - an order (instruction) or other decision of the employer, its date and number.

If the Instructions clearly define the date of foundation of the renaming, which is indicated in column 4 - this will be the date and number of the minutes of the general meeting of shareholders at which the decision was made to amend the charter to rename the company - then the date that should be indicated in column 3 , may raise questions. It seems that here we need to be guided by the general rule enshrined in paragraph 2 of Art. 14 of the Federal Law “On Joint-Stock Companies”, according to which amendments and additions to the company’s charter or the company’s charter in the new edition become valid for third parties from the moment of their state registration. Thus, column 3 will indicate the day the corresponding entry was made in the Unified State Register of Legal Entities.

The Instructions also do not indicate within what period it is necessary to make changes to work books.

According to clause 10 of the Rules for maintaining and storing work books, producing work book forms and providing them to employers, approved by Decree of the Government of the Russian Federation of April 16, 2003 No. 225 “On work books”, all records about the work performed, transfer to another permanent job, qualifications, dismissal, as well as awards made by the employer, are entered into the work book on the basis of the relevant order (instruction) of the employer no later than a week. Perhaps, when changing the name of the employer, one should be guided by this paragraph by analogy, since there is nothing else to focus on.

Therefore, the entry in the work book about the renaming of the employer is indicated in column 2 by the date of its actual entry, but no later than a week from the date of state registration of the change in the constituent documents of the organization (entry made in the Unified State Register of Legal Entities).

As for the need to amend employment contracts (conclude additional agreements), this issue has not been resolved. There are two opposing points of view on this issue.

According to the first point of view, there is no need to conclude additional agreements with employees to employment contracts. Based on the meaning of Article 57 of the Labor Code of the Russian Federation, the content of an employment contract can be divided into two parts: information (about the employee and employer) and conditions (mandatory and other).

Information about the employee and employer provided for in Part 1 of Art. 57 of the Labor Code of the Russian Federation, which includes the name of the employer, must be indicated in the employment contract. At the same time, if, when concluding an employment contract, it did not include any information and (or) conditions from those provided for in parts 1 and 2 of Art. 57 of the Labor Code of the Russian Federation, this is not a basis for recognizing an employment contract as not concluded or its termination (Part 3 of Article 57 of the Labor Code of the Russian Federation). In this case, the missing information is entered directly into the text of the employment contract, and the missing conditions are determined by an annex to the employment contract or a separate agreement of the parties, concluded in writing, which are an integral part of the employment contract.

Thus, the new name of the employer can be entered as missing information directly into the text of the employment contract.

According to the second point of view, it is necessary to conclude additional agreements on amending employment contracts regarding the name of the employer, because in Part 3 of Art. 57 of the Labor Code of the Russian Federation states that it is the missing, and not changed, information that is entered directly into the text of the employment contract.

Thus, since the procedure for entering changed information into employment contracts by the Labor Code of the Russian Federation is not properly regulated, the employer is forced to independently decide how to formalize and make the appropriate changes. Most likely, in addition to the legal basis for the issue, employers will make a decision based on the number of employees in the organization and the workload on the HR department.

7. Replace the seal and letterhead of the organization.

Currently, in business practice, the presence of a seal for any legal entity is recognized as mandatory and self-evident. Without such a seal, a current account cannot be opened in a bank or other credit institution, transactions concluded and other documents cannot be properly certified (see Determination of the Supreme Court of the Russian Federation of February 20, 1998 No. 58G982), i.e. the seal is an integral element of the legal capacity of a legal entity. faces.

Clause 3.25 GOST R 6.302003 “Unified documentation systems. Unified system of organizational and administrative documentation. Requirements for the preparation of documents”, approved by Gosstandart Resolution No. 65st dated 03.03.2003, in development of the above Determination, the RF Armed Forces establishes the purpose of the seal: the seal impression certifies the authenticity of the signature of an official on documents certifying the rights of persons recording facts related to financial assets, as well as on other documents requiring certification of an original signature.

According to paragraph 7 of Art. 2 of the Federal Law “On Joint-Stock Companies”, the company must have a round seal containing its full corporate name in Russian and an indication of its location.

Accordingly, the organization needs to change the seal imprint, indicating the current name on it. The deadline for making such changes in the legislation is not defined, however, the company can prepare a new seal in advance, but begin to use it from the moment the corresponding entry about amendments to the organization’s charter appears in the Unified State Register of Legal Entities.

The situation is similar with the organization’s document forms: according to clause 3.8 of GOST R 6.302003 “Requirements for the preparation of document details,” the name of the organization that is the author of the document must correspond to the name enshrined in its constituent documents.

Accordingly, the organization’s document forms also need to be replaced with new ones.

8. Update cards with sample signatures and seal impressions (bank cards).

A card with sample signatures and seal impressions (hereinafter referred to as a bank card) is a mandatory element when opening bank accounts and in other cases established by law. Such cases, as well as the rules for issuing bank cards, are regulated by Chapter 7 of the Instruction of the Central Bank of the Russian Federation dated May 30, 2014 No. 153I “On opening and closing bank accounts, deposit accounts, deposit accounts” (hereinafter referred to as the Instruction of the Central Bank of the Russian Federation).

The card is issued in accordance with the form of Appendix 1 to the Instructions or in the form established by banking rules and containing information to be included in the card in accordance with Appendix 1 to the Instructions. Such information must include the name of the client (account holder).

In accordance with clause 7.11 of the Instructions, the bank card is valid until the termination of the bank or other account agreement or until it is replaced with a new card. A new card is provided to the bank in the cases established by the specified paragraph, including in cases of change in the name and/or legal form of the client - a legal entity.

Submission of a new card to the bank must be accompanied by the simultaneous submission of documents confirming the authority of the persons indicated on the card to dispose of funds in the account, as well as documents identifying the person(s) authorized to sign. The bank does not have the right to accept a new card without submitting the specified documents, except in cases where the specified documents were submitted to the bank earlier and the bank already has them.

The deadline for providing a new card is not specified in the Instructions, but, apparently, it is in the interests of the organization to do this as soon as possible. In this case, the sample of the seal imprint affixed by the client on the card must correspond to the seal that the client has, i.e., the seal imprint must be updated earlier.

9. Notify the Bank of Russia.

In accordance with section X of the Standards for issuing securities and registering securities prospectuses, approved by Order of the Federal Financial Markets Service of Russia dated July 4, 2013 No. 1355/pzn (hereinafter referred to as the Standards for Issue), the issuer1 (or its legal successor) is obliged to notify the registration authority of changes provided for by the Standards information related to the issue (additional issue) of securities, their issuer and (or) the person who provided security for the issuer's bonds.

According to clause 10.4 of the Standards, such information includes, among others, a change in the full or abbreviated corporate name of the issuer.

A notification of changes in such information is submitted to the registering authority (Bank of Russia) within 30 days from the date of occurrence of the corresponding changes (in the case of a change in the name of the company, this will be the date of making an entry in the Unified State Register of Legal Entities on the state registration of changes to the charter).

Along with the notification of changes in information related to the issue (additional issue) of securities, their issuer (and/or other above-mentioned person) shall submit the following documents to the Bank of Russia confirming the occurrence of the relevant changes:

• copy (extract from) the decision (minutes of the meeting (session)) of the authorized person (governing body of the issuer), who made the decision to amend the charter (constituent documents) of the issuer in terms of changing its abbreviated and (or) full corporate name, indicating the quorum and the results of voting for the adoption of this decision;
• a copy of the written notification (certificate) of the authorized state body on state registration of changes to the charter (constituent documents) of the issuer;
• a copy of the registered changes made to the charter (constituent documents) of the issuer regarding changes in its full and (or) abbreviated corporate name and location.

The notification is drawn up in the form of Appendix No. 11 to the Standards and must be signed by the person holding the position (performing the functions) of the sole executive body of the issuer, indicating the date of signing and affixed with the seal of the issuer.

The text of the notice of changes in information related to the issue (additional issue) of securities by their issuer (and/or other above-mentioned person) is also submitted to the Bank of Russia on electronic media and in a format that meets the requirements of the registration authority.

10. Re-issue licenses and disclose messages about this to the EFRS.

According to Art. 18 of the Federal Law “On Licensing of Certain Types of Activities” (hereinafter referred to as the Federal Law “On Licensing”), the license is subject to re-issuance in certain cases, including when reorganizing a legal entity in the form of transformation, changing its name, location address.

Before the license is reissued, if the above grounds occur, the licensee has the right to carry out the licensed type of activity, with some exceptions (Part 2 of Article 18 of the Federal Law “On Licensing”).

If the name is changed, the licensee (or other person provided for by federal law) in the application for re-issuance of the license indicates new information about the licensee and the data of the document confirming the fact of making the corresponding changes to the Unified State Register of Legal Entities.

In connection with the renewal of a license, it is necessary to publish a corresponding message in the EFRS, and a separate message is disclosed for each license.

11. Reissue certificates of ownership of real estate and powers of attorney to carry out any actions on behalf of the company, as well as notify counterparties of the name change.

All these actions have one thing in common: their performance is not obligatory for society2. The organization has the right to reissue certificates of ownership of real estate and powers of attorney to carry out any actions on behalf of the company at its discretion.

When making any transaction, the following documents will be sufficient to confirm a change in the name of the organization (by analogy with the provisions of the Emission Standards):

1. Extract from the minutes of the general meeting of shareholders (decision of the sole shareholder) on the issue of amending the charter.
2. A copy of changes to the charter, certified by the Federal Tax Service of Russia.
3. A copy of the certificate of amendments to the Unified State Register of Legal Entities.

Also, changing the name of a party in an agreement is not grounds for termination of obligations or termination of the agreement. Therefore, it is possible to send notices of a name change to counterparties with the attachment of the supporting documents indicated above, unless the contract directly states the need to conclude an additional agreement in this case.

1 Art. 2 of the Federal Law “On the Securities Market” No. 39FZ of April 22, 1996 defines the concept of “issuer”: this is a legal entity, an executive body of state power, a local government body that bears, on its own behalf or on behalf of a public legal entity, obligations to the owners of securities securities for the exercise of rights secured by these securities.

2 P. 7 art. 3 of Federal Law No. 99FZ states: “A change in the name of a legal entity in connection with bringing it into compliance with the norms of Chapter 4 of the Civil Code of the Russian Federation (as amended by this Federal Law) does not require changes to the title and other documents containing its previous name.”

Results

In conclusion, let's summarize some results:

• when dividing a joint stock company or separating a legal entity from it, the organizational and legal form of the JSC must be preserved;
• mergers and acquisitions of joint stock companies are possible only with organizations that have the same organizational and legal form;
• the purpose of reorganization in the form of a merger or accession is the consolidation of a joint-stock company, the combination of assets of several joint-stock companies;
• the transformation of a joint-stock company, including into an LLC, is carried out according to the rules of Art. 20 of the Law;
• from 09/01/2014, an enterprise cannot be registered in the form of a closed joint-stock company, and previously created closed joint-stock companies are equated to a joint-stock company;
• bringing the constituent documents of previously created CJSCs into compliance with the norms of the Civil Code must be carried out together with the next amendments to these documents.

You can find more complete information on the topic in ConsultantPlus. Free trial access to the system for 2 days.

Change of legal form

Current laws provide for several options for changing the organizational and legal form of a legal entity. The most relevant for commercial organizations are two of them:

• Transformation of LLC into JSC, PC (according to Article 56 of the Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ);
• Transformation of JSC into LLC, PC, NP (according to Article 20 of the Federal Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ).

When changing the legal form, it is worth taking into account the limitations that are inherent in the form of the newly registered company. For example, the minimum amount of authorized capital of an LLC or CJSC is 10,000 rubles; when such organizations are transformed into an OJSC, the minimum amount of authorized capital increases to 100,000 rubles. In addition, neither limited liability companies nor joint stock companies can have as their sole founder a legal entity that also consists of a single founder.

The decision to change the organizational and legal form can be made either voluntarily or compulsorily in order to comply with legal requirements. Thus, an LLC is obliged to transform into an OJSC/PC if the number of company participants exceeds 50.

Instruction on approval of the constituent documents of the created legal entity with the attachment of constituent documents.

Options for changing the legal form of an enterprise

In accordance with current legislation and statistical data, the most relevant for commercial organizations of the Russian Federation are two options for changing the legal form of an enterprise:

• Transformation of a limited liability company into a joint stock company;
• Transformation of a joint stock company into a limited liability company.

The relevant procedures are regulated by Federal Laws No. 14-FZ “On Limited Liability Companies” and No. 208-FZ “On Joint-Stock Companies”.

Changing the legal form of an enterprise is a complex legally regulated process with many subtleties. First of all, when carrying out transformations, it is necessary to take into account the requirements that the law imposes on newly formed organizational and legal forms.

The requirements for the authorized capital of a limited liability company differ from the corresponding requirements for an open joint-stock company. When transforming a limited liability company into an OJSC, the minimum amount of authorized capital increases to 100,000 rubles.

Coursework Change of organizational and legal form 450 rub.

Reorganization in the form of transformation: order

The transformation procedure provides for a number of requirements that must be taken into account when making a decision on reorganization.

First of all, these are restrictions on possible organizational and legal forms. Thus, according to Law No. 14-FZ dated 02/08/1998 “On Limited Liability Companies,” reorganization in the form of transforming an LLC is possible only into another business company or production cooperative (Article 56 of Law No. 14-FZ). And the law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” allows reorganization in the form of transforming a joint-stock company into an LLC, a production cooperative, a non-profit partnership (Article 20 of Law No. 208-FZ). The Civil Code of the Russian Federation provides for the possibility of transforming a production cooperative into a business society (Article 106.6 of the Civil Code of the Russian Federation).

Reorganization of an enterprise in the form of transformation can be either voluntary - based on the decision of the business owners, or compulsory, when the authorized body requires the procedure to be carried out based on the provisions of the law. For example, if the number of participants in an LLC exceeds fifty people, this company must be transformed into a joint stock company or into a cooperative (Article 7 of Law No. 14-FZ).

From the moment of registration, all rights and obligations are transferred to the created organization.

Choosing a legal form during transformation

It should be taken into account that the legislation provides for the rules for the transformation of legal entities from one organizational and legal form to another. A legal entity can only be transformed into the organizational and legal form that is provided for it by law.

1. Business partnerships (full partnership and limited partnership) and companies (limited liability company and joint stock company) of one type can be transformed into business partnerships and companies of another type or into production cooperatives by decision of the general meeting of participants in the manner established by the Civil Code and laws on economic societies. Business partnerships and societies cannot be reorganized into non-profit organizations, as well as into unitary commercial organizations. Reorganization of a joint-stock investment fund in the form of transformation is not permitted.
2. By decision of its members, adopted unanimously, a production cooperative may be transformed into a business partnership or company.
3. By decision of its members, a consumer cooperative can be transformed into a public organization, association (union), autonomous non-profit organization or foundation. A housing or housing construction cooperative, by decision of its members, can only be transformed into a partnership of real estate owners.
4. A public organization, by decision of its participants (members), can be transformed into an association (union), an autonomous non-profit organization or a foundation.
5. An association (union), by decision of its members, can be transformed into a public organization, an autonomous non-profit organization or a foundation.
6. By decision of its members, a real estate owners' association can be transformed into a consumer cooperative.
7. A Cossack society, by decision of its members, can be transformed into an association (union) or an autonomous non-profit organization.
8. The community of indigenous peoples of the Russian Federation, by decision of its members, can be transformed into an association (union) or an autonomous non-profit organization.
9. A state or municipal institution may be transformed into a non-profit organization of other organizational and legal forms in cases provided for by law.
10. A private institution can be transformed by its founder into an autonomous non-profit organization or foundation.
11. An autonomous non-profit organization, by decision of its founders, can be transformed into a foundation.
12. A religious organization cannot be transformed into a legal entity of a different organizational and legal form.