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Legal Services
Reorganization of Legal Entities
We handle all forms of company reorganization from start to finish. We take care of communication with government authorities on your behalf.
Reorganization of a Company by Creating a New Legal Entity
A company may face a situation where the founders decide on reorganization. In addition to mergers, acquisitions, divisions, or transformations, the method of creating a new legal entity through separation is often applied. Many do not understand how to do this properly. The process is labor-intensive and requires compliance with each step according to established norms.
When reorganizing a company by creating a new legal entity, the founders are concerned about:
- Timeframes
- Cost
- Document preparation
- Timeliness of actions
- Absence of violations
If there are any mistakes, the procedure may be canceled. It makes sense to immediately contact Gravis employees. Our lawyers understand the nuances of the process and will carry out the work promptly with almost no client involvement.
Stages of Company Reorganization by Creating a New Legal Entity
Reorganization is a multi-stage process that affects all aspects of the company's activities. The procedure takes from one week to a month. Exact timelines depend on the situation and the volume of work. If the company is small, it can be reorganized in 1-2 days. The larger the scope of work, the longer the timeline. The Gravis lawyers are interested in solving the client's issue quickly, so we avoid delays.
The procedure includes several stages:
- Notification of creditors and government authorities
- Personnel procedures
- Inventory management
- Preparation of statutory funds
- Separation balance
- Preparation of the necessary documents
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Service Packages
The cost of services is determined on an individual basis and will be calculated depending on the complexity and volume of the work to be performed.
Useful to Know
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Work Process
Алена Прокопенко, юрист
You provide:Copy of the charter (statute), Copy of the state registration certificate, Copies of passports of founders and directors, Bank statement showing financial transactions for the last 3 years, Information about current accounts receivable/payable, Data about the personnel currently employed by the company, In case of mergers, divisions, spin-offs, or transformations: name of the new legal entity, Notarized power of attorney from new participants, Main activity of the new legal entity.
We are preparing a package of documents"Gravis" collects and prepares primary documents required for a merger, separation of a separate legal entity, transformation, division of a company or accession of new structural parts. This stage takes from 3 working days from the moment of providing all the necessary information. In order for everything to go quickly, it is necessary to provide the requested information in full and as quickly as possible.
We prepare and approve the transfer actIn the case of a merger or acquisition, we prepare a transfer act. For division or creation of a separate legal entity, we prepare a separation balance. An additional meeting is held for the official approval of the documents.
We conduct an inventoryAfter the inventory of assets is completed, a corresponding act is drawn up.
We organize a meeting of participantsAt the meeting, a decision regarding the reorganization of the legal entity is made.
We notify interested partiesInsurance companies, the tax inspectorate, the Social Protection Fund (FSZN), and creditors — this is one of the mandatory conditions for further legal actions.
We approve the name of the new legal entityIf the reorganization involves the establishment of a new legal entity, we coordinate the new name with the authorized body.
Destroy the old seal and create a new oneWe destroy the old seal in accordance with the established procedure and order a new one.
Managing Employment RelationsWe handle related HR matters: reformatting documentation and bringing everything in line with your company’s new status.
Reorganization CompletedA new legal entity — new opportunities!
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OUR ADVANTAGES
Experienced Experts
Each area of work is handled by a top-tier specialist with many years of experience and a higher legal education, specializing in a specific field.
Comprehensive Solutions
We practice a comprehensive approach to resolving complex issues, directing our team's expertise toward quickly and efficiently solving your problems.
Keeping Up with the Times
We utilize the latest technologies in our work, which allows us to stay one step ahead. Our main achievement is dozens of successful companies whose businesses are backed by reliable legal protection.
Prompt Approach
Transparency, efficiency, and competence are the core principles of our work. When you contact us for legal assistance, you can receive an initial consultation from our specialists free of charge.
Reliable Reputation
We value each client and strive to justify your trust, always keeping our commitments and providing a double guarantee.
Reorganization of Legal Entities in Belarus
Reorganizing a company means restructuring the company's structure itself. This process is used to address business restructuring issues, merging or separating one (or several) companies, and other matters.
At the end of the restructuring, all of the company's statutory documents are changed without exception. It all depends on the type of reorganization. A new company may start operating, and the old one will cease its activities. It is important to know that new data about the company will appear in the Unified State Register of Legal Entities and Individual Entrepreneurs.
Types of Reorganization
From the above, it follows that reorganization is the termination of a legal entity's activity and the full or partial change of the organization's structure. There are five main methods for carrying out this procedure:
- Merger: The combination of two companies, resulting in a completely new legal entity.
- Division: The reverse process of merging. One company becomes two new ones. As a result of forming transfer documents, the rights and obligations of the former company are transferred to the two new firms.
- Separation: One company separates into another. This results in two firms: the newly created one and the one from which it separated. Part of the assets and obligations are transferred to the new company.
- Transformation: This is a modification of the organizational and legal form of the company, which continues to exist in a different form while retaining all its assets and obligations.
- Consolidation: The merging of two organizations. The result of reorganization is the consolidation of two companies, with the participating company ceasing its activities.
Document Set for Company Reorganization
The documents that need to be prepared directly depend on the method of reorganization. There are a number of requirements that must be met for any type of reorganization:
- Decision to restructure: In the case of separation, the decision is made by the company from which the new legal entity is created. In the case of a merger or consolidation, both companies participate in the decision. In the case of division, it is made by the company changing its structure.
- Notify creditors and state authorities about the restructuring: Companies have 30 days from the decision to notify creditors. State authorities must be notified within five working days after the decision to restructure (including the tax office, FSZN, Belgosstrakh).
- Inform employees: Since such a restructuring significantly affects working conditions and sometimes even the employer, it is mandatory to notify employees to obtain their consent to continue the employment relationship.
- Asset and liability verification: Based on the inventory, a transfer deed or separation balance is prepared.
- Approval of the separation balance or transfer deed.
- Adjustments to the statutory documents and registration of the new companies.
Depending on the type of reorganization, each stage has its specific characteristics. For example, the approval of the merger agreement is part of the reorganization process in the case of consolidation. Afterward, changes are made to the final documents of the existing companies and the new ones.
The newly created companies undergo the same procedures as first-time registrations:
- Register with the tax office, FSZN, and Belgosstrakh.
- Open a settlement account.
- Inform state authorities about the company.
It should be noted that the reorganization process aims to create a separation balance and deed. This document includes information about the rights and obligations of the companies, which results from the adjustments. If the company has outstanding debt to creditors, these obligations are also included in the documentation.
In general, reorganization is a complex, multi-stage process that is not easy to handle on your own. Gravis LLC specializes in this legal matter and offers its services. Prices for reorganization services in Minsk start at 300 BYN.