55. Liquidation and reorganization of a joint stock company

A joint stock company may be reorganized or liquidated voluntarily by decision of the general meeting of shareholders. A joint-stock company may also be transformed into a limited liability company or a production cooperative, as well as into a non-profit organization in accordance with the law.

The Company may be voluntarily reorganized in the manner prescribed by the Law on Joint Stock Companies. Features of the reorganization of a company - a natural monopoly entity, more than 25% of whose shares are fixed in federal ownership, are determined by a federal law that establishes the grounds for and procedure for the reorganization of such a company.

Other grounds and procedure for the reorganization of a company are determined by the Civil Code of the Russian Federation and other federal laws.

The reorganization of a company can be carried out in the form of merger, accession, division, separation and transformation.

The formation of the property of companies created as a result of reorganization is carried out only at the expense of the property of the companies being reorganized.

The company is considered reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of newly emerged legal entities.

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 Joint Stock Companies and the company's charter. The company may 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. In the event of a voluntary liquidation of the company, the board of directors of the company being liquidated submits for decision by the general meeting of shareholders the issue of liquidating the company and appointing a liquidation commission. The general meeting of shareholders of a voluntarily liquidated company decides on the liquidation of the company and the appointment of a liquidation commission.

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 JSC is established by the Law on Joint Stock Companies. The liquidation commission places in the press, which publishes data on the registration of legal entities, a message on the liquidation of the company, the procedure and terms for presenting claims by its creditors. The period for presenting claims by creditors may not be less than two months from the date of publication of the notice on liquidation of the company.

The liquidation of the company is considered completed, and the company - ceased to exist - from the moment the state registration authority makes the corresponding entry in the Unified State Register of Legal Entities.

Author: Sazykin A.V.

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