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Posted: Wed Jan 22, 2025 5:18 am
by Maksudasm
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Using this form, during reorganization, the enterprise retains the original legal entity, from which one or more new firms are separated. Just as in the case of division, the decision on part of the property transferred to new companies is made at a general meeting. The assets subject to transfer are specified in the relevant act, which is provided for in paragraph 4 of Article 58 of the Civil Code of the Russian Federation and in the definition of the SKGD of the Supreme Court of the Russian Federation dated 07.07.2020 No. 67-KG20-3 and No. 2-692/2019. After the reorganization of the enterprise by the spin-off method, the main organization continues its activities.

For example, the company "Clothing for the Family", which makes women's and men's clothing for all ages, has separated the production of children's clothing into a separate area by organizing the legal entity "Pinocchio". The new company has been given all rights to manufacture clothing for babies, contacts of suppliers of accessories and fabrics, as well as designers.

Forms of enterprise reorganization

Separation
Reorganization of an enterprise stockholder database in this way assumes that several companies will be created on the basis of the current legal entity, and this company will cease its activities. For example, as a result of structural changes on the basis of the organization "ABVG" new entities "A", "B" and "C" are created. The decision on the specifics of the distribution of assets and liabilities between the formed legal entities must be made at a meeting by the owners of the firm "ABVG". Its results are recorded in the transfer act, which is provided for by paragraph 3 of Article 58 of the Civil Code of the Russian Federation. The essence of the separation procedure is that the enterprise distributes its assets, rights and obligations between the new companies, after which it ceases to exist.

For example, the owners of the company "Clothing for the Family" decided to split it into "Pinocchio" and "Contact". As a result of such a reorganization, the original enterprise transfers the rights, assets and obligations related to the production of children's clothing to the newly created company "Pinocchio". In turn, the enterprise "Contact" transfers everything related to the sewing of adult clothing. After all the necessary procedures are carried out, the legal entity "Clothing for the Family" will be closed.

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