VII. REORGANIZATION of COMPANY

 

Article 35. The order of reorganization of Company.

1. The company can be voluntary reorganized in the order stipulated by the present Charter and the federal laws.

Other basis and order of reorganization of Company are determined by the Civil code of Russian Federation and other Federal laws.

2. The reorganization of Company can be carried out in the form of confluence, association, separation, selection and transformation.

3. The company is considered reorganized, behind an elemination of cases of reorganization in the form of association, from the moment of State registration of the legal persons created in an outcome of reorganization.

For want of reorganization of Company in the form of association to it of other Company first from them is considered reorganized from the moment of entering into the uniform State register of the legal persons of an entry about the termination of activity of joined Company.

4. The state registration of Companies created in an outcome of reorganization, and entering of entries about the termination of activity of the reorganized Companies, and also State registration of modifications in the Charter is carried out in the order established by the Federal laws.

5. Not later than 30 days from the date of decisionmaking about reorganization of Company, and for want of reorganization of Company in the form of confluence or association from the date of decisionmaking about it by the latter from Companies participating in confluence or association, the Company is obliged in writing to notify on it all creditors, known to it, of Company and to publish in an organ of printing, in which the datas on state registration of the legal persons, message on an accepted solution are published. For want of it the creditors of Company during 30 of days from the date of a direction by it of the advices or the publications of the messages about an accepted solution have the right in writing to require the advance termination or performance of the appropriate obligations of Company and reimbursement by it of the losses.

State registration of Companies created in an outcome of reorganization, and entering of entries about the termination of activity of the reorganized Companies are carried out only for want of submission of the proofs of the advice of the creditors in the order established by the present item.

If the separating balance does not give a possibility to define the assignee of the reorganized Company, legal persons created in an outcome of reorganization, bear the solidary responsibility under the obligations of the reorganized Company to it by the creditors.

Return to the Contents List