Question:
Based on the decision general meeting shareholders of the OJSC was reorganized in the form of transformation into an LLC. In accordance with the norms of civil legislation (Articles 57, 58 of the Civil Code of the Russian Federation), LLC is the full legal successor of JSC "BSK": upon transformation legal entity of one type into a legal entity of another type (change of organizational and legal form) the rights and obligations of the reorganized legal entity are transferred to the newly established legal entity. Thus, the successor is the same person with the same scope of rights and obligations. In fact, there was only a renaming of the legal entity. Our opinion is that for the re-registration of real estate in this case the state fee is paid in the amount of 300 rubles for making changes to the records of the Unified state register rights to real estate(clause 21 of article 333.33 of the Tax Code of the Russian Federation). Please provide clarification on this matter.
Answer:
Legal entity in accordance with Article 48 of the Civil Code Russian Federation recognized as an organization that owns, economic management or operational management separate property and is liable for its obligations with this property, may, in its own name, acquire and exercise property and personal moral rights, bear duties, be a plaintiff and a defendant in court.
Issues of reorganization of a legal entity are regulated by Article 57 of the Civil Code of the Russian Federation, in accordance with paragraph 4 of which legal entity is considered to be reorganized, except in cases of reorganization in the form of merger, from the moment of state registration of newly emerged legal entities.
In accordance with paragraph 5 of Article 58 of the Civil Code of the Russian Federation, when a legal entity of one type is transformed into a legal entity of another type (a change in organizational and legal form), the rights and obligations of the reorganized legal entity are transferred to the newly established legal entity in accordance with the deed of transfer.
In accordance with Article 2 of Federal Law No. 122-FZ of July 21, 1997 “On State Registration of Rights to Real Estate and Transactions with It” (hereinafter - the Law) state registration rights to real estate and transactions with it (hereinafter also - state registration of rights) - legal act recognition and confirmation by the state of the occurrence, restriction (encumbrance), transition or termination right on real estate in accordance with the Civil Code of the Russian Federation.
State registration is the only proof of the existence of a registered right. The registered right to immovable property can only be challenged in court.
In accordance with Article 11 of the Law, a state fee is charged for state registration of rights in accordance with tax legislation.
Article 333.33. tax code Russian Federation set dimensions state duty for state registration, as well as for other legally significant actions.
Powers federal body in the field of state registration of rights are defined by Article 10 of the Law, as well as the Regulations on the Federal Registration Service, approved by Decree of the President of the Russian Federation of 13.10.2004. No. 1315 "Issues of the Federal Registration Service".
clarification tax legislation does not fall within the competence of the Federal Registration Service.
Full text of Art. 58 of the Civil Code of the Russian Federation with comments. New current edition with additions for 2019. Legal advice on Article 58 of the Civil Code of the Russian Federation.
1. In the event of a merger of legal entities, the rights and obligations of each of them shall be transferred to the newly established legal entity.
2. When a legal entity is merged with another legal entity, the rights and obligations of the merged legal entity are transferred to the latter.
3. When a legal entity is divided, its rights and obligations are transferred to the newly emerged legal entities in accordance with the deed of transfer.
4. When separating one or more legal entities from a legal entity, the rights and obligations of the reorganized legal entity are transferred to each of them in accordance with the deed of transfer.
5. When a legal entity of one organizational and legal form is transformed into a legal entity of another organizational and legal form, the rights and obligations of the reorganized legal entity in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants), the change of which is caused by the reorganization.
The rules of Article 60 of this Code shall not apply to relations arising from the reorganization of a legal entity in the form of transformation.
Commentary on Article 58 of the Civil Code of the Russian Federation
1. Succession - the transfer from one person to another of rights and obligations or individual rights. Succession may be by virtue of law, contract or other legal grounds. The commented article regulates the conditions of succession in the reorganization of legal entities.
Depending on the form of reorganization used, succession can be implemented in the following areas:
- distribution of the rights and obligations of the reorganized entity among the newly formed entities. This is typical of a reorganization in the form of a spin-off or division;
- the union of rights and obligations belonging to different persons, from one person - the successor. This is typical for a reorganization in the form of a merger or acquisition;
- preservation of the rights and obligations of the reorganized person in relation to other persons, with the exception of the rights and obligations in relation to the founders (participants), the change of which is caused by the reorganization. This is typical of a reorganization in the form of a transformation.
2. The novelty of the commented article is the exclusion of restrictions on the scope of rights and obligations that pass to the successor in the process of merger and accession. Previously, the scope of such rights and obligations was limited by the deed of transfer. Because the entrepreneurial activity characterized by stability and lasting relationships, then ensuring full succession contributes not only to the preservation and continuation of previously arisen legal relations, but also to ensuring the possibility of their implementation by the successor in the amount of previously defined powers.
3. The provisions of the commented article are excluded from legal practice the concept of "separation balance sheet", replacing it with a deed of transfer, which is more in line with ongoing reorganization procedures that involve the transfer of rights and obligations to an assignee.
4. The commented article contains a clarification that determines that the rules of Art. 60 of the Civil Code of the Russian Federation on ensuring guarantees of the rights of creditors of a reorganized legal entity. This rule is a consequence of the changes made to the commented article regarding succession during reorganization in the form of transformation. The preservation of the rights and obligations of the reorganized legal entity in relation to other persons during the transformation is precisely a kind of measure that ensures guarantees of the rights of creditors of the reorganized legal entity.
However, here the question arises of the need to notify the counterparties of the legal entity subject to transformation about the reorganization. In case of reorganization in other forms, it is provided as a public notice in the funds mass media about the beginning of the reorganization procedure (see paragraph 2, clause 1), and individual (see paragraph 3, clause 1, article 60 of the Civil Code of the Russian Federation). Based on the literal interpretation of paragraph 2, clause 5 of the commented article, such notification during reorganization in the form of transformation is no longer required. However, we believe that in practical activities nevertheless, it is advisable to inform the counterparties of the transformed legal entity about the reorganization. That is, to notify not about the beginning of the reorganization procedure, but about the accomplished fact of the transformation. We believe that in the next 2-3 years the practice of applying the norms of the commented article, as well as other articles related to it, will make it possible to more specifically answer this question.
5. Court practice:
- Resolution of the Federal Antimonopoly Service of the North Caucasus District dated June 26, 2014 in case No. А53-11439/2013;
- decision of the Sixth Arbitration Court of Appeal dated 06/27/2014 N N 06AP-2882/2014 in case N A04-244/2014;
- the decision of the Arbitration Court Krasnoyarsk Territory dated 07.07.2014 in case No. А33-19698/2013;
- the decision of the Arbitration Court Udmurt Republic dated 06/11/2014 in case N A71-4063 / 2014;
- determination of the Arbitration Court of Primorsky Krai dated 06/30/2014 in case N A51-13234 / 2014.
Consultations and comments of lawyers on Article 58 of the Civil Code of the Russian Federation
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Civil Code The Russian Federation, along with the federal laws adopted in accordance with it, is the main source of civil legislation in the Russian Federation. Norms civil law contained in other normative legal acts cannot contradict the Civil Code. The Civil Code of the Russian Federation, work on which began at the end of 1992, and initially went in parallel with work on Russian Constitution 1993 - consolidated law in four parts. In connection with the huge amount of material that required inclusion in the Civil Code, it was decided to accept it in parts.
The first part of the Civil Code of the Russian Federation, which entered into force on January 1, 1995 (with the exception of certain provisions), includes three of the seven sections of the code (section I "General provisions", section II "Property rights and other rights in rem», section III « a common part law of obligations"). This part of the Civil Code of the Russian Federation contains the fundamental norms of civil law and its terminology (on the subject and general principles of civil law, the status of its subjects (individuals and legal entities)), objects of civil law ( various types property and property rights), transactions, representation, limitation period, the right of ownership, as well as the general principles of the law of obligations.
The second part of the Civil Code of the Russian Federation, which is a continuation and addition to the first part, was put into effect on March 1, 1996. It is completely devoted to section IV of the code " Separate types obligations." Based on the general principles of the new civil law of Russia, enshrined in the Constitution of 1993 and part one of the Civil Code, part two establishes a detailed system of norms on separate commitments and contracts, obligations from causing harm (torts) and unjust enrichment. In terms of its content and significance, part two of the Civil Code of the Russian Federation is a major stage in the creation of a new civil legislation of the Russian Federation.
The third part of the Civil Code of the Russian Federation includes Section V " inheritance law” and Section VI “Private International Law”. In comparison with the legislation in force before the entry into force on March 01, 2002 of part three of the Civil Code of the Russian Federation, the rules on inheritance have undergone major changes: new forms of wills have been added, the circle of heirs has been expanded, as well as the circle of objects that can be transferred in the order of hereditary succession; introduced detailed rules relating to the protection of the inheritance and its management. Section VI of the Civil Code on regulation civil law relations, complicated by a foreign element, is a codification of the norms of private international law. This section, in particular, contains norms on qualification legal concepts in determining applicable law, on the application of the law of the country with plurality legal systems, about reciprocity, return sending, establishing the content of the norms of foreign law.
The fourth part of the Civil Code (entered into force on January 1, 2008) consists entirely of Section VII “Rights to results intellectual activity and means of individualization. Its structure includes general provisions- norms that apply to all types of results of intellectual activity and means of individualization or to a significant number of their types. The inclusion of norms on intellectual property rights in the Civil Code of the Russian Federation made it possible to better coordinate these norms with general rules civil law, as well as to unify the terminology used in the field of intellectual property. The adoption of the fourth part of the Civil Code of the Russian Federation completed the codification of domestic civil legislation.
The Civil Code of the Russian Federation has passed the test of time and extensive practice of application, however, economic offenses, often carried out under the guise of civil law norms, revealed the lack of completeness in the law of a number of classical civil law institutions, such as the invalidity of transactions, the creation, reorganization and liquidation of legal entities, assignment of claims and transfer of debt, pledge, etc., which necessitated the introduction of The Civil Code of the Russian Federation has a number of changes of a systemic nature. As noted by one of the initiators of such changes, the President of the Russian Federation D.A. Medvedev, “The current system needs not to be reorganized, fundamentally changed, ... but to be improved, unlocking its potential and developing implementation mechanisms. The Civil Code has already become and should remain the basis for the formation and development of civilized market relations in the state, an effective mechanism for protecting all forms of ownership, as well as the rights and legitimate interests of citizens and legal entities. The Code does not require fundamental changes, but further improvement of civil legislation is necessary ... "<1>.
On July 18, 2008, Decree of the President of the Russian Federation N 1108 "On the improvement of the Civil Code of the Russian Federation" was issued, which set the task of developing a concept for the development of the civil legislation of the Russian Federation. October 7, 2009 The concept was approved by the decision of the Council for Codification and Improvement Russian legislation and signed by the President of the Russian Federation.
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<1>See: Medvedev D.A. The Civil Code of Russia - its role in the development of a market economy and the creation rule of law// Bulletin of Civil Law. 2007. N 2. V.7.
1. In the event of a merger of legal entities, the rights and obligations of each of them shall be transferred to the newly established legal entity. 2. When a legal entity is merged with another legal entity, the rights and obligations of the merged legal entity are transferred to the latter. 3. When a legal entity is divided, its rights and obligations are transferred to the newly emerged legal entities in accordance with the deed of transfer. 4. When separating one or more legal entities from a legal entity, the rights and obligations of the reorganized legal entity are transferred to each of them in accordance with the deed of transfer. 5. When a legal entity of one organizational and legal form is transformed into a legal entity of another organizational and legal form, the rights and obligations of the reorganized legal entity in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants), the change of which is caused by the reorganization. The rules of Article 60 of this Code shall not apply to relations arising from the reorganization of a legal entity in the form of transformation.
Legal advice under Art. 58 of the Civil Code of the Russian Federation
Question answered by phone
Question answered by phone
Question answered by phone
- Lawyer's response:
Oh sure! In any reorganization, the rights and obligations of the reorganized organization are transferred to the newly established or reorganized organization (universal succession). WITHOUT succession, there is only liquidation of legal entities. faces. Source - 57, 58, 61 and 129 of the Civil Code of the Russian Federation. Good luck!
- Lawyer's response:
CAN NOT! The court is obliged to suspend the proceedings in the event, in particular, of the death of a citizen, if the disputed legal relationship allows SUCCESSION, or the reorganization of a legal entity that is a PARTY in the case or a third party with independent claims (paragraph 2 of article 215 of the Code of Civil Procedure of the Russian Federation)! Proceedings on the case are suspended in the cases provided for in par. 2 tbsp. 215 Code of Civil Procedure of the Russian Federation - until the DETERMINATION of the successor of the person participating in the case (paragraph 2 of article 217 of the Code of Civil Procedure of the Russian Federation)! If a statement of claim goes to court within 6 months from the date of opening the inheritance, the court will be obliged to SUSPEND the case before the expiration of this period!
- Lawyer's response:
Article 589 of the Civil Code of the Russian Federation provides that citizens, as well as non-profit organizations, can be recipients of permanent rent. The rights of a recipient of a permanent annuity can be transferred by assignment of a claim, or they can be inherited or by way of succession in the reorganization of legal entities. A permanent annuity is paid in money or by the provision of things, the performance of work, or the provision of services. Its size is established by the contract and increases in proportion to the increase in the minimum wage established by law (Article 590 of the Civil Code of the Russian Federation). The payment of a permanent annuity is carried out at the end of each calendar quarter, unless otherwise provided by the agreement (Article 591 of the Civil Code of the Russian Federation). Example. Annuity agreement, concluded by the organization with a citizen, began to operate on August 1, 2006. This agreement provides for the payment of monthly rental payments in the amount of 2000 rubles. Federal Law No. 54-FZ increased the minimum wage from September 1, 2007 to 2,300 rubles. At the time of the conclusion of the contract, the norm approved by Art. 1 of Federal Law N 82-FZ, which determined the minimum wage in the amount of 1100 rubles. Accordingly, the amount of rent payments from September 1, 2007 will increase by a factor of 2.09 (2300 rubles / 1100 rubles) and will amount to 4180 rubles. (2000 rubles x 2.09). p.s. the provisions of paragraph 2 of Art. 590 of the Civil Code of the Russian Federation are dispositive, the parties have the right to provide in the rental agreement a clause on the non-use of indexation of the amount of rent paid, taking into account the increase in the minimum wage established by law and determine their indexation procedure, for example, by providing for the possibility of paying rent payments in the ruble equivalent of a certain amount established in foreign currency. currency at the exchange rate on the day of payment.
- Lawyer's response:
Despite the fact that the Federal Law of June 30, 2006 * (1) introduced into the Labor Code of the Russian Federation significant changes and additions, there are a lot of gaps in labor legislation. One of the serious problems is the regulation of the work of employees in connection with the reorganization of the employer - a legal entity. In a market economy, reorganization is a common form of development of commercial and non-profit organizations. According to the Federal State Statistics Service, as of January 1, 2005, out of more than two million legal entities recorded in the Unified State Register of Legal Entities (USRLE), 24,166 were created through reorganization, including 15,901 commercial organizations and 6,105 non-commercial ones. 33,816 legal entities ceased their activities as a result of reorganization. The success of an organization largely depends on the ability of its management bodies to quickly respond to changes. environment and make decisions that will allow in the future to ensure the success of the company, unattainable from the standpoint of the existing structure, technologies used, organization production process, existing internal and external relations. The process of restructuring and reorganization in modern Russia covered such sectors of the economy as railways, pipeline transport, electric power industry and other industries that are classified by law as natural monopolies(See: Federal Law No. 147-FZ of August 17, 1995 "On Natural Monopolies"*(2)). Consolidation of organizations is typical for the oil and metallurgical industries, chemical and Food Industry, civil aircraft industry, etc. * (3) All of them are employers. They employ millions of workers, for whom the implementation of economic and structural changes sometimes negatively affects the stability of their labor relations. Meanwhile, in the science of labor law, an analysis of the legal structure of the institution of reorganization and its impact on labor Relations has not been sufficiently explored to date. In this regard, the study general characteristics reorganization and its main methods, in our opinion, is essential for the development of model methods for regulating labor and other closely related relations, which will ensure a balance of interests of both employees and employers during the reorganization. In the legal literature on civil law, reorganization is classified as one of the ways to terminate a legal entity. Thus, a textbook on civil law, prepared by the staff of the Department of Civil Law of the Faculty of Law of St. Petersburg state university explains that the termination of the activities of a legal entity occurs as a result of its reorganization (except in cases of separation from the legal entity of another organization) or liquidation and, as a rule, is final * (4). A similar definition of reorganization is given in a textbook prepared by the team of authors of the Department of Civil Law of Moscow State University. M.V. Lomonosov. "In all cases, - the authors write, - with the exception of separation, the activity of at least one legal entity is terminated, however, its rights and obligations are not terminated, but transferred to newly created legal entities in the order of succession" * (5). Analyzing the concept of reorganization in his dissertation, S.V. Martyshkin draws attention to the fact that the definition of reorganization as a way of terminating a legal entity is incomplete, since during the reorganization carried out in the form of separation, the reorganized legal entity also operates and a new one is created * (6). The most accurate is the definition of reorganization, formulated by the head of the department of civil and family law Moscow State law academy V.P. Mozolin. He writes that reorganization is a specific way of forming new and terminating existing legal entities, associated with the transfer of the rights and obligations of the reorganized legal entity to other legal entities.
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- Lawyer's response:
- Lawyer's response:
When LLC-1 is merged with LLC-2, LLC-2 is obtained with two founders (one with LLC-1, the second with LLC-2). Where did you lose the second participant! ? Each share is proportional to his contribution. All receivables and creditors are transferred to the newly created LLC-2 in accordance with the separation balance sheet and transfer act. At the same time, all creditors are notified and an advertisement is written in the newspaper. So the debts (creditor) and the receivable passed to LLC-2. For the debts of the old LLC-2, the new LLC-2, and not its founders, is responsible. The founders are not liable for the debts of the LLC, just as the LLC is not liable for the obligations of the founders. Yes, the debts have passed.
- Lawyer's response:
You do not read the dictionary, but the Law! Civil Code of the Russian Federation, Part 1 Article 57. Reorganization of a legal entity 1. Reorganization of a legal entity (merger, accession, division, spin-off, transformation) may be carried out by decision of its founders (participants) or by a body of a legal entity authorized to do so by constituent documents. 2. In cases established by law, the reorganization of a legal entity in the form of its division or separation from its composition of one or more legal entities is carried out by decision of authorized government agencies or by court order. If the founders (participants) of a legal entity, a body authorized by them or a body of a legal entity authorized to reorganize its constituent documents do not reorganize the legal entity within the period specified in the decision of the authorized state body, the court, at the claim of the said state body, appoints an external manager of the legal entity and instructs him to carry out the reorganization of this legal entity. From the moment of appointment of the external manager, the powers to manage the affairs of the legal entity are transferred to him. The external manager acts on behalf of the legal entity in court, draws up a separation balance sheet and submits it to the court for consideration together with the constituent documents of the legal entities arising as a result of the reorganization. Approval by the court of these documents is the basis for the state registration of newly emerging legal entities. 3. In the cases established by law, the reorganization of legal entities in the form of a merger, accession or transformation may be carried out only with the consent of the authorized state bodies. 4. A legal entity is considered to be reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of newly emerged legal entities. When a legal entity is reorganized in the form of a merger with another legal entity, the first of them is considered reorganized from the moment an entry is made in the unified state register of legal entities on the termination of the activities of the merged legal entity. Article 58 1. In the event of a merger of legal entities, the rights and obligations of each of them shall be transferred to the newly established legal entity in accordance with the deed of transfer. 2. When a legal entity is merged with another legal entity, the rights and obligations of the merged legal entity are transferred to the latter in accordance with the deed of transfer. 3. When a legal entity is divided, its rights and obligations shall be transferred to newly emerged legal entities in accordance with the separation balance sheet. 4. When separating one or more legal entities from a legal entity, the rights and obligations of the reorganized legal entity are transferred to each of them in accordance with the separating balance sheet. 5. When a legal entity of one type is transformed into a legal entity of another type (change of organizational and legal form), the rights and obligations of the reorganized legal entity are transferred to the newly emerged legal entity in accordance with the deed of transfer.
- Lawyer's response:
Procedural succession is allowed in the following cases: - death of a citizen - reorganization of a legal entity - assignment of a claim - transfer of debt - other cases of change of persons in obligations The judge acted absolutely correctly! Heirs may demand payment of bonuses and compensation not received by the testator during his lifetime
- Lawyer's response:
The death of a party in the course of civil proceedings in a particular case may entail various legal consequences depending on the nature of the legal relationship, about which a civil case has arisen and is being considered by the court. Two procedural rules regulating the consequences of the death of a party in civil litigation(Articles 215 and 220 of the Code of Civil Procedure of the Russian Federation), are practically identical and differ only in one particle "not". So, on the basis of Art. 215 of the Code of Civil Procedure of the Russian Federation "the court is obliged to suspend the proceedings in the event of: 1) the death of a citizen, if the disputed legal relationship allows succession, or the reorganization of a legal entity that is parties to the case or third parties with independent claims ...", while by virtue of Art. . 220 Code of Civil Procedure of the Russian Federation "the court terminates the proceedings if ... 7) after the death of a citizen who was one of the parties to the case, the disputed legal relationship does not allow succession or the liquidation of the organization that was one of the parties to the case is completed." Thus If the person who is the defendant dies, for example, in cases of alimony and debt collection, then the proceedings in the first case will be terminated, and in the second - suspended until the legal successor enters into proceedings. In this case, it will not matter whether these cases were considered in one proceeding by combining several requirements (Article 151 of the Code of Civil Procedure of the Russian Federation) or whether these were completely different proceedings.
- Lawyer's response:
Article 215
Natalya Denisyuk and I see you write so simply for any number of answers ... If you don't know, don't write anything. Svetik how can I help)) http://www.6629820.ru/service/detail/index.php?ELEMENT_ID=4 http://www.refbank.ru/gp/45/gp45.html Reorganization...
Article 58. Succession upon reorganization of legal entities 1. In the event of a merger of legal entities, the rights and obligations of each of them shall be transferred to the newly established legal entity in accordance with the deed of transfer. 2. When connected...
- Lawyer's response:
Upon reorganization, creditor and accounts receivable passes to the successor according to the liquidation balance sheet, which reflects these debts, that is, the management of the newly created store has taken over the debts of the reorganized stores, and therefore is responsible for paying the debt
- Lawyer's response:
According to the Civil Code, Art. 58. Succession in the reorganization of legal entities. 5. When a legal entity of one type is transformed into a legal entity of another type (change of organizational and legal form), the rights and obligations of the reorganized legal entity are transferred to the newly emerged legal entity in accordance with the deed of transfer.
- Lawyer's response:
According to the first part of Article 75 of the Code, when changing the owner of the property of an organization new owner has the right to terminate the employment contract with the head of the organization, his deputies and the chief accountant. As for other employees, in accordance with part two of the named article of the Labor Code of the Russian Federation, a change in the owner of the organization’s property cannot be a basis for termination employment contracts with employees of the organization. And only if the employee does not want to continue working with the new owner of the organization's property, the employment contract with him is terminated in accordance with clause 6 of part one. The employee must express his unwillingness in writing(for example, in a statement) and quite specifically (give a request for dismissal in connection with the refusal to continue working with the new owner of the property). The new owner of the organization’s property is not entitled to require employees to submit such applications - the employee must express his will without coercion and any pressure from the employer. (merger, accession, division, separation, transformation) cannot be the basis for terminating employment contracts with employees of the organization. And only if the employee refuses to continue working in these cases, the employment contract is terminated in accordance with paragraph 6 of the first part of Article 77 of the Labor Code of the Russian Federation. A change in the jurisdiction (subordination) of an organization concerns organizations that are under the jurisdiction of state bodies or bodies local government(for example, state and municipal unitary enterprises, educational institutions, scientific and research organizations). The change in jurisdiction (subordination) is most often due to institutional restructuring (for example, educational institution The Ministry of Education of Russia is transferred to the jurisdiction of the Ministry of Education and Science of Russia) or structural transformations (for example, in connection with the abolition of Roszdrav, enterprises, institutions and organizations under its jurisdiction are transferred to the jurisdiction of the Ministry of Health and Social Development of Russia). The procedure for reorganizing a legal entity is determined. In accordance with Article 58 of the said Code, succession in the event of reorganization of legal entities is carried out according to the following rules: 1) when legal entities merge, the rights and obligations of each of them are transferred to the newly emerged legal entity in accordance with the deed of transfer; 2) when a legal entity joins another legal entity to the person, the rights and obligations of the affiliated legal entity are transferred to the latter in accordance with the deed of transfer; 3) when a legal entity is divided, its rights and obligations are transferred to newly emerged legal entities in accordance with the separation balance sheet; 4) when one or more legal entities are separated from the legal entity rights and obligations of the reorganized legal entity are transferred to each of them in accordance with the separation balance sheet; obligations of the reorganized legal entity in accordance with the deed of transfer. The employee's refusal to continue working due to a change in the jurisdiction (subordination) of the organization or its reorganization must be expressed in writing and quite definitely (the application must contain the employee's request to dismiss him in connection with the refusal to continuation of work for one of the reasons specified in part five of Article 75 of the Labor Code of the Russian Federation (due to a change in the jurisdiction (subordination) of the organization or due to the reorganization of the organization)) .
- Lawyer's response:
Doubtful, in my opinion. The dismissal of the general is not a reason at all, for he is also a hired worker, and the termination of his powers does not entail the invalidity of the contracts concluded by him. And the reorganization of an enterprise implies, in most cases, the complete succession of a new legal entity. There may be nuances, of course. But in general, you have to pay for pleasure (specifically, free education here). You would not want to be in the place of a person who provided a service, but did not receive in return what they expected. ;)
- Lawyer's response:
Who told you that. You can only be penalized for failure to comply. The legal entity is obliged to submit an application within 3 days if the following changes: a) full and (if any) abbreviated name, including company name, for commercial organizations in Russian. In case in founding documents of a legal entity, its name is indicated in one of the languages of the peoples of the Russian Federation and (or) in foreign language, the unified state register of legal entities also indicates the name of the legal entity in these languages; b) legal form; c) the address (location) of the permanent executive body legal entity (in the absence of a permanent executive body of a legal entity - another body or person entitled to act on behalf of a legal entity without a power of attorney), through which communication with a legal entity is carried out; d) the method of formation of a legal entity (creation or reorganization); e ) information about the founders (participants) of a legal entity, in relation to joint-stock companies, also information about the holders of registers of their shareholders; f) originals or notarized copies of the constituent documents of a legal entity; other legal entities, for legal entities whose constituent documents are amended in connection with the reorganization, as well as for legal entities that terminated their activities as a result of the reorganization; h) the date of registration of changes made to the constituent documents of a legal entity, or in cases established by law, date of receipt by the registering authority of notification of changes made to the constituent documents; i) method of termination of the legal entity (by reorganization, liquidation or by exclusion from the unified state register of legal entities by decision of the registering authority, in connection with the sale or introduction of a property complex unitary enterprise or the property of an institution into the charter capital of a joint-stock company, in connection with the transfer of the property complex of a unitary enterprise or the property of an institution into the ownership of a state corporation as a property contribution of the Russian Federation in cases provided for by the legislation of the Russian Federation); and. 1) information that the legal entity is in the process of liquidation; j) the amount of the authorized capital indicated in the constituent documents of the commercial organization (share capital, authorized fund, share contributions or other); k) surname, name, patronymic and position of the person having the right to act on behalf of a legal entity without a power of attorney, as well as the passport data of such a person or data of other identification documents in accordance with the legislation of the Russian Federation, and an identification number the taxpayer, if any; m) information about the branches and representative offices of the legal entity; r) information that the legal entity is in the process of reorganization. And the rest according to general rule changes for third parties come into force from the moment of their state registration. So that you yourself do not have confusion, it is better not to delay this matter.
The heir will pay the debt, the rest follows from this. By accepting an inheritance, the son also accepts the debts of the testator within the limits of this inheritance. Consult a notary if you do not want problems in the future (loan interest is growing) 1. Do not ...
- Lawyer's response:
Emergence of ownership of land The Civil Code of the Russian Federation establishes a number of grounds for the acquisition land plots to the property. Ownership of land can be established: on the basis of a contract of sale, exchange, donation or other transaction on the alienation of a land plot; in the order of inheritance, as well as as a result of succession in the reorganization of a legal entity (clause 2 of article 218); in the order privatization of land plots located in the state or municipal property(Article 217); on other grounds (clause 3 of Article 218), for example, by virtue of acquisitive prescription. We note in this regard that earlier in Soviet law there was no institution of acquisitive prescription. In Art. 15 of the Land Code of the Russian Federation establishes the principle of equal access to the acquisition of land plots for ownership (clause 2). The implementation of this principle is ensured by establishing in the federal law cases when land plot can only be acquired through tenders, auctions (Articles 30 and 38 of the Code), as well as informing citizens and legal entities about the availability of land plots, their permitted use (Articles 31 and 34). However, this principle is only general rule, from which there are exceptions. They are contained, first of all, in the Land Code itself. For example, citizens who have land plots on the basis of the right of permanent (unlimited) use, in inherited possession for life, have the right to acquire them in their ownership (clause 5, article 20, clause 3, article 21); when selling a land plot that is in state or municipal ownership, the tenant of this land plot has preemptive right his purchases (clause 8, article 22); the owner of a building, structure, structure located on someone else's land has a pre-emptive right to purchase or lease a land plot (clause 3, article 35); citizens and legal entities that own buildings, structures, structures located on land plots that are in state or municipal ownership, have the right to privatize the corresponding land plot (clause 1, article 36). Not all land plots can be transferred to private property(privatized). Such cases are provided for in the Land Code and other federal laws. For example, land plots classified as lands withdrawn from circulation cannot be provided for private ownership, and land plots classified as restricted in circulation are not provided for private ownership, except in cases established by federal laws (clause 2, article 27 RF LC). We note that the Law "On Enactment Land Code Russian Federation" it was prescribed that until the federal law on the turnover of agricultural land is put into effect, the privatization of agricultural land plots that are in state or municipal ownership is not allowed.
notify probably .... The question is not clearly stated in the claim The debt passes to the successor created in the process of reorganization of the MUP, taking into account the peculiarities of succession in the reorganization of legal entities listed in Art. 58 Civil...
No)) Reorganization of a legal entity - termination or other change legal status legal entity, entailing the emergence of relations of succession of legal entities, as a result of which the simultaneous creation of one ...
Reorganization of a legal entity - termination or other change in the legal status of a legal entity, entailing the emergence of relations of succession of legal entities, as a result of which the simultaneous creation of one or ...
- Lawyer's response:
Article 58 Assignment upon reorganization of legal entities 1. In the event of a merger of legal entities, the rights and obligations of each of them shall be transferred to the newly established legal entity in accordance with the deed of transfer.2. When joining a legal entity to another legal entity, the rights and obligations of the affiliated legal entity are transferred to the latter in accordance with the deed of transfer.3. When a legal entity is divided, its rights and obligations are transferred to newly emerged legal entities in accordance with the separation balance sheet.4. When one or more legal entities are separated from the legal entity, the rights and obligations of the reorganized legal entity are transferred to each of them in accordance with the separating balance sheet.5. When a legal entity of one type is transformed into a legal entity of another type (change of organizational and legal form), the rights and obligations of the reorganized legal entity are transferred to the newly established legal entity in accordance with the deed of transfer. Consequently, all obligations, including taxes and economic contracts, the assignee must repay.
- Lawyer's response:
Article 268 The right of permanent (unlimited) use of a land plot owned by the state or municipality is granted to citizens and legal entities on the basis of a decision of the state or municipal authority authorized to provide land plots for such use.2. The right to permanent use of a land plot may also be acquired by the owner of a building, structure and other immovable property in the cases provided for by paragraph 1 of Article 271 of this Code. In the event of reorganization of a legal entity, the right of permanent use of a land plot belonging to it shall be transferred in the order of succession. Article 269. Possession and use of land on the basis of the right of permanent use1. A person to whom a land plot has been granted for permanent use shall exercise possession and use of this land plot within the limits established by law, other legal acts and an act on the provision of land for use.2. A person to whom a land plot has been granted for permanent use shall have the right, unless otherwise provided by law, to independently use the land plot for the purposes for which it has been granted, including the erection of buildings, structures and other real estate for these purposes on the land plot. Buildings, structures, and other immovable property created by this person for himself shall be his property. Article 270 consent of the property owner.
- Lawyer's response:
ALIENATION OF PLEDGED PROPERTY - property pledged under a mortgage agreement may be alienated by the pledgor to another person by selling, donating, exchanging, making it as a contribution to the property of a business partnership or company or a share contribution to the property of a production cooperative, or otherwise only with the consent of the pledgee unless otherwise provided by the mortgage agreement. In case of issuing a mortgage bond, the alienation of the pledged property is allowed if the pledgor's right to this is provided for in the mortgage bond, subject to the conditions specified therein. A person who has acquired property pledged under a mortgage agreement as a result of its alienation or in the manner universal succession, including as a result of the reorganization of a legal entity or by way of inheritance, takes the place of the mortgagor and bears all the obligations of the latter under the mortgage agreement, including those that were not properly performed by the original mortgagor. you about it?
Reorganization - transformation, reorganization, eg. change in the structure and functions of institutions, organizations, etc. Reorganization of a legal entity - termination or other change in the legal status of a legal entity, entailing the emergence ...
- Lawyer's response:
You personally, not for one second. Such an action is only within the power of the court, and only on grounds established by law, see, for example, the Code of Civil Procedure of the Russian Federation http://www.consultant.ru/popular/gpkrf/8_19.html#p1670 Article 215. The obligation of the court to suspend the proceedings The court is obliged to suspend proceedings in the event of: the death of a citizen, if the disputed legal relationship allows succession, or the reorganization of a legal entity, which are parties to the case or third parties with independent claims; declaring a party incompetent or lacking legal representative a person who has been declared incompetent; participation of the defendant in hostilities, performance of tasks in a state of emergency or martial law, as well as in conditions of military conflicts or the request of the plaintiff participating in hostilities or in the performance of tasks in a state of emergency or martial law, as well as in conditions of military conflicts; the impossibility of considering this case before resolving another case being considered in civil, administrative or criminal proceedings; appeals of the court to the Constitutional Court of the Russian Federation with a request on the conformity of the law to be applied with the Constitution of the Russian Federation. Article 216 medical institution; search for the defendant; appointment by the court of expertise; appointment by the body of guardianship and guardianship of an examination of the living conditions of adoptive parents in the case of adoption (adoption) and other cases affecting the rights and legitimate interests children; referrals by the court letter of request in accordance with Article 62 of this Code. Article 217. Deadlines for Suspension of Proceedings on a Case Proceedings on a case shall be suspended in the cases provided for: in paragraphs two and three of Article 215 of this Code - until the determination of the legal successor of the person participating in the case, or the appointment of a legal representative to the legally incompetent person; paragraph four of Article 215 of this Code - until the elimination of the circumstances that served as the basis for the suspension of proceedings on the case; paragraph five of Article 215 of this Code, - until the entry into force court order, court decision, sentence, court ruling or until the adoption of a decision based on the materials of the case considered in administrative proceedings; paragraph six of Article 215 of this Code, - before the adoption Constitutional Court Russian Federation of the relevant resolution.
- Lawyer's response:
If your business is officially liquidated, you must be officially notified in writing at least two months in advance. At the end of the warning, you will be dismissed due to liquidation and statutory payments. If your enterprise is closed in connection with the reorganization of legal entities through merger, accession, division, separation, transformation, then the new legal entities created during the reorganization are, to varying degrees, successors of legal entities that have ceased to exist. It is the succession of liquidation that is fundamentally different from the termination of the activities of a legal entity in connection with the reorganization. At the same time, Art. 75 of the Labor Code of the Russian Federation provides that a change in the jurisdiction (subordination) of an organization or its reorganization (merger, accession, separation, separation, transformation) CANNOT BE A BASIS for terminating employment contracts with employees of an organization. During reorganization, most often there are staff reductions. But this will not affect you, because. a woman with a child under the age of 3 years cannot be fired: - when reducing the number or staff; - for its inconsistency with the position held / work performed due to insufficient qualifications; - when changing the ownership of the company's property; - for acceptance unreasonable decision causing damage to company property.
- Lawyer's response:
They answered you incorrectly, Read the mortgage law, and the contract in the case of inheritance has nothing to do with it! The apartment bought with a mortgage loan is not the property of the bank! Therefore, the mortgaged apartment can be disposed of (with or without his consent), simply upon the occurrence of the conditions specified in the loan agreement, the bank will be able to foreclose on the mortgaged property to whomever it passes. I’ll draw the articles a little later. And here are the articles: Civil Code: Article 346 Use and disposal of the subject of pledge free use to another person or otherwise dispose of it only WITH THE CONSENT OF THE PLEDGEE. AN AGREEMENT LIMITING THE RIGHT OF THE PLEDGER TO WILL THE PLEDGED PROPERTY IS VOID. Property pledged under a mortgage agreement MAY BE ALONED by the pledgor to another person by selling, donating, exchanging, making it as a contribution to the property of a business partnership or company or a share contribution to the property of a production cooperative, or in any other way only WITH THE CONSENT OF THE Pledgee, UNLESS OTHERWISE PROVIDED BY THE MORTGAGE AGREEMENT.3. The Pledger has the right to bequeath the PLEDGED PROPERTY. THE TERMS OF A MORTGAGE AGREEMENT OR OTHER AGREEMENT THAT LIMIT THIS RIGHT OF THE PLEDGER ARE VOID. Article 38. Preservation of mortgage upon transfer of rights to the pledged property to another person , including as a result of the reorganization of a legal entity or by way of inheritance, takes the place of the mortgagor and bears all the obligations of the latter under the mortgage agreement, including those that were not properly performed by the original mortgagor. The new mortgagor may be released from any of these obligations only by agreement with the pledgee. Such an agreement is not obligatory for subsequent purchasers of the mortgage if its state registration is not carried out and the rules of Article 15 of this Federal Law are not observed. Thus, even an apartment can be sold with the consent of the bank, unless otherwise specified in the mortgage agreement (no consent is required or ) . and you can bequeath in any case WITHOUT ANY CONSENT!! ! and even if the contract states that it is impossible to bequeath, then this condition of the contract is VOID, i.e. it does not entail any legal consequences. When the rights to the mortgaged apartment are transferred to the heir, he will pay the mortgage himself, in accordance with Article 38 of the Mortgage Law. Good luck!
- Lawyer's response:
The objects of civil rights relations are objectified material and intangible benefits, in relation to (in relation to) which civil rights and obligations arise, civil legal relations are formed and operate. In law, on legal practice, in science they often specifically talk separately about objects and about objects in civil legal relations. Indeed, there are some differences between the two categories. But at the initial stage of studying civil law, especially when studying individual legal relations, contracts, it is advisable to understand both of these categories as, in principle, unambiguous, of the same order, interchangeable. In all cases, these are objectified tangible and intangible goods. That is, goods that have an external, "objectified" expression, appearing in property circulation in the form of a labeled "expression, appearing in property circulation in the form of goods or other benefits. According to the current Russian civil law objects (objects) of civil rights include: - things, including money and securities; - other property, including property rights; - works and services; - information; - results of intellectual activity, including exclusive rights on them ( intellectual property) ; - intangible benefits (Article 128 of the Civil Code of the Russian Federation). The object of the legal relationship can be themselves subjective rights when they act as an external object. The central link among objects - material goods are things understood in a broad, modern sense (moreover, one of the varieties of such things - securities - has actually already become isolated in independent view objects of civil rights). It should also be borne in mind that such objects as works and services and information should be understood mainly from the point of view of their results (works and services) or objectified, somehow objectified, fixed manifestations - information, other facts that can be externally fixed. , storage, turnover (information). Important in civil law (in terms of objects of ownership and admissibility in civil circulation) is the turnover of objects (Article 129 of the Civil Code of the Russian Federation). The main thing here is the principle of free circulation, according to which objects of civil rights can be freely alienated or transferred from one person to another, including in the order of universal succession (inheritance, reorganization of a legal entity). At the same time, according to the current civil legislation, from the specified general principle exceptions have been made. There are the following objects: a) withdrawn from circulation - these are objects, civil circulation which are not allowed (certain types of weapons, substances); b) restricted circulation - these are objects that can only belong to individual subjects of civil law or whose circulation is allowed by special permission ( narcotic substances) ; c) subject to special rules in circulation - this is, first of all, land and other Natural resources which can be alienated and transferred from one person to another in other ways to the extent and in the manner in which their turnover is regulated by the laws on land and other natural resources.
- Lawyer's response:
Article 52 of the Federal Law of 02.10.2007 N 229-FZ "On Enforcement Proceedings" provides that only in the event of the withdrawal of one of the parties to the enforcement proceedings (death of a citizen, reorganization of an organization, etc.), the bailiff on the basis judicial act, an act of another body or official replaces this party of enforcement proceedings with its successor. establishes cases of procedural succession, which include: death of a citizen, reorganization of a legal entity and other cases of change of persons in obligations. Change brand name of a legal entity does not apply to cases of procedural succession requiring the issuance of an appropriate court order.
Art. Art. 215 and 217 of the Code of Civil Procedure of the Russian Federation is obliged to suspend the proceedings in connection with the death of the defendant for a period until the determination of the successor of the person participating in the case. Article 215. Duty of the Court to Suspend The court is obliged to suspend the proceedings in the event of: the death of a citizen, if the disputed legal relationship allows succession, or the reorganization of a legal entity that is parties to the case or third parties with independent claims; Article 217. Deadlines for Suspension of Proceedings on a Case Proceedings on a case shall be suspended in the cases provided for: in paragraphs two and three of Article 215 of this Code - until the determination of the legal successor of the person participating in the case, or the appointment of a legal representative to the legally incompetent person;
- Lawyer's response:
Here is what the primary source of the Federal Law "On Enforcement Proceedings" says about such a situation Article 32. Succession in Enforcement Proceedings parties by its legal successor, determined in the manner prescribed by federal law. For the successor, all actions committed before his entry into enforcement proceedings, are binding to the extent that they would be binding on the party that the successor replaced. P.S. He burst out, gave a link to an inactive law. Read carefully the answer of V. Novikov. In general, you need to study yourself
- Lawyer's response:
In accordance with Article 215 of the Code of Civil Procedure of the Russian Federation, the court is obliged to suspend the proceedings in the event of: - the death of a citizen, if the disputed legal relationship allows succession, or the reorganization of a legal entity that are parties to the case or third parties with independent claims; In this case, the proceedings are suspended until the assignee determines the person participating in the case. - recognition of the party as incapable or the absence of a legal representative of the person recognized as incapable; as well as in the conditions of military conflicts or the request of the plaintiff, participating in hostilities or in the performance of tasks in a state of emergency or martial law, as well as in conditions of military conflicts; reason for suspending the proceedings. - the impossibility of considering this case until the resolution of another case being considered in civil, administrative or criminal proceedings; materials of the case considered in administrative proceedings. - the court's appeal to the Constitutional Court of the Russian Federation with a request on the compliance of the law to be applied with the Constitution of the Russian Federation. The proceedings on the case are suspended until the adoption of the relevant decision by the Constitutional Court of the Russian Federation. accordingly, the course of procedural terms is suspended. persons participating in the case have the right to suspend the proceedings. Note that this is a right, not an obligation of the court. Such cases, in accordance with Article 216 of the Code of Civil Procedure of the Russian Federation, include: - the presence of a party in a medical institution; - the search for the defendant; - the appointment of an expert examination by the court; cases of adoption (adoption) and other cases affecting the rights and legitimate interests of children; - sending a court order in accordance with Article 62 of the CPC RF. This list is exhaustive. Thus, as a basis for the annulment of a decision in cassation complaint the applicant alleges that judicial sitting took place without his participation and the participation of his representative, despite the fact that he asked to suspend the proceedings in view of his hospitalization. Supreme Court The Russian Federation believes that this circumstance also cannot serve as a basis for canceling the decision, since, when deciding on the consideration of the case in the absence of the applicant, the court proceeded from the fact that he was duly notified of the time and place of the consideration of the case, he was explained the right for consideration of the case with the participation of a representative, and the suspension of the proceedings, as requested by the applicant, in accordance with Article 216 of the Code of Civil Procedure of the Russian Federation. The basis for the succession of legal entities is the reorganization of a legal entity, when, in accordance with Art. 58 of the Civil Code "in the event of a merger of legal entities, the rights and obligations of each of them are transferred to the newly established legal entity in accordance with the deed of transfer." The law indicates the transfer of rights and obligations from one legal entity to another and on the grounds provided for in paragraphs. 2 - 5 Art. 58 GK.2. When joining a legal entity to another legal entity, the rights and obligations of the affiliated legal entity are transferred to the latter in accordance with the deed of transfer.3. When a legal entity is divided, its rights and obligations are transferred to newly emerged legal entities in accordance with the separation balance sheet.4. When one or more legal entities are separated from the legal entity, the rights and obligations of the reorganized legal entity are transferred to each of them in accordance with the separating balance sheet.5. When a legal entity of one type is transformed into a legal entity of another type (a change in organizational and legal form), the rights and obligations of the reorganized legal entity are transferred to the newly established legal entity in accordance with the deed of transfer. I believe that in your case there was no reorganization in accordance with the Civil Code of the Russian Federation, accordingly, there are no grounds for succession. Have questions, write. Good luck!
if you do not take a vacation, then it will burn out in both cases. then you should be compensated.
Vadim Kosheverov
garage cooperative created in 1991. In 2014, it was registered under the laws of the Russian Federation. Is it necessary to reflect in the charter of the cooperative, one hundred cooperative is the successor? Thanks to.
Larisa Danilova
At external management or conks production, a municipal unitary enterprise, can be transferred to an LLC under universal succession without the consent of the owner?
Natalia Putina
There is a public association (all-Russian), which is on the verge of closing. His unit is ready to come out and take over all his duties and rights. How to get the legality right?
Olesya Ryabova
there is a case pending in court invalid transaction for the sale by the developer of the basement, bypassing the DDS participants. at the 4th meeting, it turns out that the developer has reorganized and the company has joined another developer. what should plaintiffs do?
Gennady Faibus
tell me please always accompanied by succession?
Valentina Kulikova
The question of inheritance and use of residential premises. Look inside. house in fractional ownership. One owner (who received a share on the basis of a donation agreement) died. His wife is about to inherit. Question: can the second owner in this moment remove the woman from the register and evict her on the basis of paragraph 4 of Art. 31 ZhK RF? It is clear that later the woman will be able to move into this house again. But I'm interested in the possibility of eviction now
Vadim Ferapontov
What is a permanent lease agreement? Apartment with a total area of 82 sq.m market value 12 million rubles, sold under a permanent rent agreement for 5.5 million rubles.
Vladimir Kotenko
Tell me, what are the problems in the reorganization of legal entities? What are the problems in the reorganization of legal entities and how can they be solved?
Alexander Shergin
Situation: LLC-1 joins LLC-2, the founder of the new LLC-2 becomes the founder of LLC-1. Responsibility of the founder. LLC-2 had debts before the merger, is the founder of LLC-1 now liable for these debts, or not? If LLC-1 had debts before the merger, did they switch to the new LLC-2? Thanks for answers!!!
Valentina Nikitina
What is the reorganization of a legal entity? How was it in 2005?. Reorganization - transformation, reorganization organizational structure and management of the enterprise, the company, while maintaining fixed assets, the production potential of the enterprise. Raizberg B. A., Lozovsky L. Sh., Starodubtseva E. B. "MODERN ECONOMIC DICTIONARY" (INFRA-M, 2006) Is the change of the entire composition of the founders and the Charter a reorganization? Schematics are built on this uncertainty. One specialist starts a business, attracts money from the population. . then the change of founders without changing the form of ownership, theft of money, non-execution of the project (due to lack of money) for good reasons, litigation with third parties. bankruptcy.
Alla Kuznetsova
Did the judge do the right thing? On what grounds is procedural succession allowed? Kalashnikov filed a lawsuit against Kolos Limited Liability Company for reinstatement, payment of compensation for forced absenteeism and bonuses based on the results of work for the year. In preparing the case for litigation It turned out that the plaintiff had died. The judge ruled to suspend the proceedings pending the decision on the entry into the process of the successor.
Galina Ponomareva
construction company debt to an individual... situation inside! tell me what and how!? and what to do?. the company changes its name from ZAO to SK ( construction company) She has a debt to an individual. Currently, a monitoring procedure has been introduced for this company. After canceling this procedure and changing the name, is it possible to get a debt from it? are there any deadlines?
Artur Meretskov
Can you please tell me if the decision of the court remains in force if the person has died? It means reimbursement. civil lawsuits. Compensate for the court must several. human. The land plot was seized along with all the buildings. The man served 10 years, got out several. months ago. And died. But, I think, while he was in prison, some money was calculated from him to reimburse these claims. How can I find out all this? And where can I find out how much debt he still has? The Moscow City Court says that the arrest will be lifted after compensation. Who will reimburse? Successors?
Veronika Bolshakova
how can a plaintiff suspend a lawsuit for 1 month
Veronika Markova
Well, really, no one will help a poor student find a topic ....
Roman Kasatkin
what rights and obligations are transferred upon reorganization in the form of spin-off
Vladimir Savostin
Help). A task. As a result of the reorganization, two stores were merged. Before the merger, one of the stores renovated the premises, but the cost of work in the amount of 5,000,000 rubles. not paid due to lack of funds. The management of the newly created store refused to pay, citing the fact that it did not conclude a contract for the repair of the store. The repair and construction department applied to the arbitration court with a claim against the newly created store. What should be the decision of the court?
Anastasia Mikhailova
On the basis of what NLA the change of legal persons are not released from liability for the obligations of the contract
Andrey Kudimov
If the company is reorganized, everyone is fired, but for some reason not by reduction. Is this legal? - reorganization with dismissal. no reduction?
Maria Belousova
Question for lawyers.. I studied at the expense of the enterprise and after graduating from the university, I undertook to work there for three years. probationary period first for a month, then extended to a year. At the moment CEO, the person with whom I entered into an agreement has changed, and the enterprise itself has recently been transformed into an open joint-stock company. Do I have a chance to "beautifully" evade my earlier obligations without reimbursement of training costs?
Ekaterina Panina
Is there a deadline for registering amendments to the Articles of Association? (read below). Hello! Is there a deadline for registering changes to the Charter of the company (LLC), if these changes are associated with a slight change in the powers of the director (the right to dispose of not 10% of the property of the LLC, as it was before, but only 5%) and the supervisory board? We just did not have time to register these changes in tech. 3 days after the decision of the meeting, now the question is whether we have violated the deadlines and whether we are facing fines. Thanks in advance.
Evgenia Konovalova
There was a summons to court for a deceased person. Property dispute.
Inna Sidorova
The seller has a certificate of the right to inheritance under the law, but there is no Certificate of state registration of the right.
Nadezhda Dorofeeva
Grounds and methods for the emergence and termination of ownership of land. What are the grounds and methods for the emergence and termination of ownership of land in the Russian Federation?
Irina Medvedeva
What statement should the creditor make to the director of the company in order to collect the debt during the reorganization of the MUP into an LLC?
Polina Kalinina
We handed over the car to the salon for sale, the car was sold,
Alla Mironova
what is corporate reorganization
Alina Bolshakova
reorganization. if the enterprise is reorganized, then should the successor pay off tax debts, penalties, and fines?
Artur Erendzhenov
Dear lawyers, tell me. They offer to buy a house that stands on land that was in indefinite use until 2010. If yes, how to do it
Evdokia Vasilyeva
Can a donation agreement be drawn up for a residential building and land encumbered by a mortgage?
Julia Tarasova
what is reorganization please tell me homework i can't do
Larisa Kolesnikova
What is the maximum amount of time I can suspend a former partner's discharge case?
Valentin Skorik
Hello! Please tell me I'm in maternity leave up to 1.5 years. The company where I work is being shut down, and
Oleg Bosov
Can a mortgaged apartment be bequeathed? All you need is an exact answer. If not, link to the article.
Anna Volkova
Tell me please. .Which of the indicated legal relations can be included in the system of legal relations labor law: a) legal relationship by resolution labor disputes; b) legal relations for payment of overtime work; c) employment relationship; G) labor relations; e) legal relations for the payment of pensions; f) legal relations on accounting and distribution of working time.
Anna Danilova
Is the renaming of an LLC grounds for the application of Art. 52 of the Federal Law on enforcement proceedings?
Ivan Farafonov
Who has the right to resolve the issue of succession under executive document issued arbitration court?
Vladislav Bodyagin
What reasons are valid for a pass procedural terms?
1. In the event of a merger of legal entities, the rights and obligations of each of them shall be transferred to the newly established legal entity.
2. When a legal entity is merged with another legal entity, the rights and obligations of the merged legal entity are transferred to the latter.
3. When a legal entity is divided, its rights and obligations are transferred to the newly emerged legal entities in accordance with the deed of transfer.
4. When separating one or more legal entities from a legal entity, the rights and obligations of the reorganized legal entity are transferred to each of them in accordance with the deed of transfer.
5. When a legal entity of one organizational and legal form is transformed into a legal entity of another organizational and legal form, the rights and obligations of the reorganized legal entity in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants), the change of which is caused by the reorganization.
The rules of Article 60 of this Code shall not apply to relations arising from the reorganization of a legal entity in the form of transformation.
Commentary on Article 58 of the Civil Code of the Russian Federation
1. specific trait any reorganization - succession - the transfer of rights and obligations as a whole from one legal entity (legal predecessor) to another legal entity (successor), and since succession covers all the rights and obligations of a legal entity, it is universal (and not singular). Article 58 as applied to different forms reorganization determines the LE-legal predecessor and LE-successor and the direction of succession. In the event of a merger, the rights and obligations of each of the merging legal entities are transferred to the newly established legal entity; when joining one legal entity to another legal entity, the rights and obligations of the former are transferred to the latter; when a legal entity is divided, its rights and obligations are transferred to newly emerged legal entities; when one (several) legal entity is separated from the legal entity, the rights and obligations of the reorganized legal entity are transferred to each of them; finally, when a legal entity is transformed, the rights and obligations of the reorganized legal entity are transferred to the newly emerged legal entity (accordingly, paragraphs 1 - 5 of article 58).
2. Art. 58, two documents are mentioned - a deed of transfer and a separation balance sheet documenting the succession (see also article 59 of the Civil Code): the first takes place during a merger, accession and transformation (clauses 1, 2, 5), the second - during division and separation (items 3, 4). In the event of simultaneous division (allocation) and merger (accession), the separation balance sheet performs the functions of a deed of transfer (clause 8, article 19.1 of the Law on joint-stock companies). deed of transfer ensures accounting of all property rights and obligations (property) passing from the LE-legal predecessor to the LE-successor; the separation balance sheet ensures the division of property in predetermined proportions between legal entities-successors (in the event of division) or between the legal entity-legal successor and legal entity-successor (in the event of spin-off).
Since, when drawing up a separation balance sheet, the law does not establish any principles and rules for the distribution of rights and obligations, these issues are decided by the persons and bodies that decide on the reorganization (clauses 1 and 2 of article 57 of the Civil Code), however, it must not be allowed that as a result of division (allocation) one legal entity received only rights, and the other only obligations, since third parties (creditors) may suffer from this, being face to face with a deliberately thrown "scapegoat".
Based on the fundamental requirements of good faith, reasonableness and fairness (clause 2, article 6 of the Civil Code) and the inadmissibility of abuse of the right in its implementation (article 10 of the Civil Code) in the exercise of the right to reorganization in the form of separation (allocation) and the distribution of rights and obligations in the order of succession it is advisable to be guided by the rule of proportionality (i.e., the granting of a large amount of rights should be combined with the assignment of an appropriate amount of duties, and vice versa). Such an approach will ensure the interests of those creditors who, for some reason, did not use the right provided for in paragraphs 2, 3 of Art. 60 GK. In addition, it is this approach that corresponds to the idea of universal succession, according to which rights and obligations are transferred as a whole from one legal entity to another.