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Publication date: 19.04.2024
I am studying in the third year of the State University of Economics and Technology.I specialize in contractual, economic and corporate law, in particular, I provide consultations and write articles.
Reorganization of a company is a process of changing the legal form of an enterprise or its structure without ceasing operations. This process may include a merger, acquisition, division or conversion of the company. Reorganization of business companies through merger is the process of merging two or more legal entities into one, provided that the newly created company becomes the legal successor of all merging companies. Initiation of the reorganization procedure through merger can be done both by the members of the company themselves, and by a court decision or by certain state authorities. Here are the main legal features of this process in Ukraine:
Legal basis: The legal basis for the merger of companies in Ukraine includes Art. 107 of the Civil Code of Ukraine, which regulate the procedure for the merger of legal entities.
Documentation: In order to carry out the merger, it is necessary to prepare a number of documents, such as the founding documents of the newly created company, the decision on the merger, financial statements, passports of the shareholders (participants) of the merging companies, and others.
Succession: Succession during a business reorganization is a process where a new enterprise resulting from a reorganization through a merger becomes the successor to the rights and obligations of the previous enterprises. The new enterprise receives the property (assets) of previous enterprises, including movable and immovable property, financial resources, intellectual property, etc.
Meeting procedure: Participants (shareholders) of each company must approve the merger decision at their meetings.
Property rights: The rights and property relations of the merging companies, as legal successors, are established on the basis of the terms of the merger agreement and in accordance with the law.
These legal features form the basis for the merger of companies in Ukraine. Compliance with all legal requirements is important for the successful implementation of the merger and prevention of possible legal problems in the future.
The procedure for the merger of economic companies:
Preparatory stages: Establishing the goals and motivations of the merger, analyzing the financial condition of the companies, determining the terms of the merger and preparing the necessary documentation.
Agreement of conditions: Signing of the merger agreement, which defines the conditions and obligations of the parties, the procedure for exchanging shares (shares), property valuation and other important conditions. In particular, in such a case, a deed of transfer is drawn up, which includes provisions related to issues of legal succession of rights and obligations of legal entities, the process of meeting the demands of creditors and issues of disputed obligations.
Approval by decision of the meeting of participants (shareholders): Resolution of the issue of merger of enterprises by approval by decision of the meeting of participants (shareholders) of each of the companies.
Registration with state registration authorities: After obtaining consent from all necessary authorities and approval of the merger decision, companies must apply to the relevant state registration authorities for registration of the merger.
Announcement: After registration of the merger, it is necessary to publish an appropriate announcement about it in official printed publications.
Drawing up new documents: After the merger, the companies must draw up new founding documents and other necessary documentation.
It is important to consider that the merger of enterprises is a complex and multi-stage process that requires careful planning, legal expertise and compliance with the country's legislative requirements. Various parties may be involved in this process, such as company management, lawyers, financial advisors and other specialists.
Legal services for business in the process of reorganization:
A business lawyer will accompany the enterprise at each of the stages of reorganization, as it is a rather complex and multi-stage process. A lawyer for business will help to correctly draw up all the necessary documentation, carry out state registration and agree on the most important aspects. Also, a legal protection of business, based on the requirements of the law, will provide advice on the effectiveness of this or that type of reorganization and will indicate the legal consequences of this process.
