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Business reorganization

Business reorganization

Business reorganization seems quite complicated. It’s often difficult to determine exact boundaries, because preparation for the company reorganization starts long before company participants make legal decision at general meeting. Reorganization processes by «Grand Realt» consist of initial analysis of business assets and liabilities condition, in inventory and creditors’ list identification.


Elements of company reorganization

  • Issue of securities registration report, if JSCs are involved into reorganization.
  • Transfer of assets and its proper registration from discontinued company to the successor.
  • Amending the constituent documents of business successor.


It’s important to understand when it comes time to complete the business reorganization procedure for third parties.


Reorganization with «Grand Realt»

  • Initial in-depth analysis of company’s affairs, which will identify possible ways to reorganize your business and determine the best way to achieve the result.
  • Consulting analysts and specialists from various law fields and specialists in accounting and tax accounting. This will identify current and potential risks and measures to minimize them. «Grand Realt» team identifies the most suitable reorganization method for your business, taking the final picture into attention.
  • Package support at every step of business reorganization process, including accounting, and legal support.


Recognition of company as reorganized

Company is considered reorganized, excluding affiliation format reorganization, from new companies in Belarus state registration moment. In case of business company reorganization by joining another company, former one is recognized as reorganized from the moment a record is done in the Belarus unified register of legal entities on affiliated company termination.


Company reorganization procedure

Reorganized business notifies the legal entities’ registration authority regarding reorganization process start in writing in three business days after company reorganization decision date. It’s required to display reorganization form. When two and more companies take part in reorganization then letter should send the company where the reorganization decision accepted. Business being reorganized, after making recording in the register about start of reorganization procedure, twice with frequency of one time a month, publishes notice of reorganization in public Belarus media. Reorganized business structure, within five business days following to sending the notice of business reorganization to the registration authority for legal entities, notifies all creditors regarding begin of reorganization in writing.


Business creditors’ rights

Business lenders allow never claim after one month after business reorganization final publication notice. If and when creditors’ right to claim arose before notice publication, then creditor may use demand rights to debtor obligation early performance. In earlier performance impossibility case, one is free to demand terminating obligations and compensating of losses. Creditors’ claims don’t lead to company’s reorganization suspension.


Deadlines for submitting documents to «Grand Realt»

Documents for reorganization of company structure procedures final registration or affiliated company activities termination, a company registration created through reorganization must go through submission to «Grand Realt» one month following company reorganization notice second media publication. However, not earlier than ninety days from registration date in the Belarusian unified register of reorganization procedure start notification.


An important focus of the reorganization

Before submitting documents for end of business reorganization procedure state fixation, excluding merger, «Grand Realt» specialists need to make sure the personalized accounting reports have been submitted in full, including period the reorganization in the Belarus pension fund will be completed. «Grand Realt» needs the relevant certificate confirming the submission from the Belarus pension fund territorial body. Failure to fulfill the obligation to submit accounting reports in full, including period when reorganization in the pension fund is completed, will be the reason for refusal to company reorganization registration.


Differences between reorganization and liquidation

  • If there is reorganization of legal entity, you may choose one of the most optimal five options.
  • Result of process. Company ceases to operate completely upon liquidation. Company reorg leads to creation of new business on the basis of previously existing one or changes the company directions.
  • Timing. Liquidation lasts at least several months. The company reorganization completion timing is individually different. Process duration is influenced by the business reorganization ways.
  • Required papers. Liquidation procedure requires a large set of papers. For corporate reorganizations it’s less voluminous.


Reorganization of legal entity grounds

  • If business expands, it’s necessary to increase the managerial staff. As a rule, LLCs are reorganized into JSCs.
  • Takeover of competitors or by competitors. Mergers or acquisitions are common between rival companies. Enterprises that hindered development are eliminated. Several companies can merge through company reorg. They may compete with larger players in their market segment.
  • Owners don’t share opinions and visions on business management. You should split up, reorganizing the company, and without interfering with each other’s work according to their methods.
  • Assets official withdrawal in a legal entity can be made by separating part of business with its subsequent closure. Assets go to founders, respectively. This process is relatively long, but only it is recognized by law.
  • Each form of business has its own ways of paying taxes according to the most optimal scheme.
  • During reorganization of company structure, some businesses are removed from the register. The owners can close this business. This is how the company terminates in the reorganization form. The only significant nuance remains is succession preservation.


Where can you get company reorganization?

Corporate reorganizations are represented as service in Minsk and the Republic of Belarus by «Grand Realt». Please have your personal consultation at email: info@grandrealt.com or call to: +375447978585