Sources of information http osvita ua vnz reports law 9818 osvita

Sources of information: • http: //osvita. ua/vnz/reports/law/9818/ osvita. ua (reorganization article) • http: //www. parliament. am/law_docs/260401 HO 169 eng. pdf? lang=eng Armenian-European Policy and Legal Advice Centre (AEPLAC) Considered only terms, information over reorganization was considered only on Ukrainian examples

Reorganization of legal entities Made by 2 nd year student M&M dpt. Vyacheslav Holtsunov

Due to the procedure When the liquidation or reorganization of legal takes place? entity may be performed by: • The will of the owner (by owner and institution that is capable to create organization of defined type); • The decision of court; • The decision of commercial court

I m p o r t a n t I t Recently GAZPROM company was m blamed by the European p Committee, and may be split. o What is the offence? r Reorganization of company that t abuses [зловживати] its monopolist position on market a may be performed in the way of n forcible split [подiл], that is

There are 5 ways of reorganization of legal entities: • Merger [приєднання]; • Amalgamation [злиття]; • Separation [виділення]; • Split [поділ]; • Transformation [перетворення];

Going deeply: ü Merger The merge of one or several companies to other company. In addition the company that is being merged stops their existence and their rights and duties are transferred to the head company.

Going deeply: ü Amalgamation amalgamation of two or more legal entities in one new legal entity. Moreover, two previous stops their existence and their rights and duties transfer to the new legal entity.

Going deeply: ü Separation of one or more legal entities from already existing legal entity (creation of subsidiary or agencies). Created legal entity usually has the same rights and duties as the main one.

Going deeply: ü Split The appearance of two or more new legal entities in the way of splitting of one legal entity, that stops its existence. In addition the created legal entities are assignees of the statutory funds.

Going deeply: ü Transformation Change of the legal entity its form without being eliminated from the market.

What’s next? ? ? All the property (like rights and duties) are transferred to the newly created legal entity. Property of the legal entity that is being reorganized becomes disposable after transfer balance comes into power.

When it’s impossible? Reorganization cannot be performed e. g. when the non-for profit organization is willing to be organized in for profit organization. The decision due to this aspect is made by the institution.

Documents, which allows elimination of legal entity: • Official agreement of both sides. • Document that confirms transfer of payments to the special printed media.

Documents, which allows elimination of legal entity: • Special form that approves kind of transformation (Form #8); • Document of governmental registration; • Original of the institutional documents; • Approved copy of transfer act.

Ways of organization expansion Organization enlarge their size not only with help of merges or amalgamations, but creating subsidiaries and agencies

Subsidiary: The separated part of the legal entity that performs all (or main) functions of the legal entity.

Agency: A separate part of legal entity, which partly performs its activity

Sources of information: • http: //osvita. ua/vnz/reports/law/9818/ osvita. ua (reorganization article) • http: //www. parliament. am/law_docs/260401 HO 169 eng. pdf? lang=eng Armenian-European Policy and Legal Advice Centre (AEPLAC) Considered only terms, information over reorganization was considered only on Ukrainian examples