Corporate law. Liquidation and reorganization of a limited liability company (most important)

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Corporate law. Liquidation and reorganization of a limited liability company (most important)

Lecture notes, cheat sheets

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49. Liquidation and reorganization of a limited liability company

A limited liability company may be reorganized or liquidated voluntarily by a unanimous decision of its participants.

Other grounds for the reorganization and liquidation of a company, as well as the procedure for its reorganization and liquidation are determined by the Civil Code of the Russian Federation and other laws. A limited liability company has the right to be transformed into a joint-stock company or a production cooperative. The company may be voluntarily reorganized in the manner prescribed by the Law on Limited Liability Companies.

The reorganization of a company can be carried out in the form of merger, accession, division, separation and transformation. The company is considered reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of legal entities created as a result of reorganization. When a company is reorganized in the form of a merger with another company, 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 company.

The company has the right to be transformed into a joint-stock company, an additional liability company or a production cooperative.

Upon transformation of the company, all the rights and obligations of the reorganized company are transferred to the legal entity created as a result of the transformation in accordance with the deed of transfer.

A company may be liquidated voluntarily in accordance with the procedure established by the Civil Code of the Russian Federation, subject to the requirements of the Law on Limited Liability Companies and the company's charter. The company may also be liquidated by a court decision on the grounds provided for by the Civil Code of the Russian Federation.

The liquidation of a company entails its termination without the transfer of rights and obligations by way of succession to other persons.

The decision of the general meeting of the company's participants on the voluntary liquidation of the company and the appointment of a liquidation commission is made at the proposal of the board of directors (supervisory board) of the company, the executive body or the company's participant.

From the moment of appointment of the liquidation commission, all powers to manage the affairs of the company are transferred to it. The liquidation commission, on behalf of the liquidated company, acts in court.

The procedure for the liquidation of a company is determined by the Civil Code of the Russian Federation and other federal laws.

The requirements of each queue are satisfied after the requirements of the previous queue are fully satisfied. If the property of the company is not enough to pay the distributed but unpaid part of the profit, the property of the company is distributed among its participants in proportion to their shares in the authorized capital of the company.

Author: Sazykin A.V.

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