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Setting-up, liquidation, reorganization of companies


If you are going to start your own business or incorporate the existing business, you should begin with the official procedure of company registration. As a rule, registration of the company for a person not having experience in this area can turn into the unpleasant procedure bringing negative impressions: queues, rejections, knocks of a revenue officer to the documents, indifference…. We will solve all these problems with ease.

Guarantee of solving all these problems is the successful activity of our company, which has been dealing with the professional registration of the companies for several years, applying favourable prices.

If you make up your mind to consult our lawyers concerning the registration of the company, you can send the request or apply to the specialists of our office.


Ex facte, it seems rather simple: several independent organizations unite property and continue to work as the single enterprise, or one single enterprise is divided into several organizations each of which continue to function independently having the status of recreated legal entity.

However in this regard one should remember that certain procedure has been set up by the existing legislation, violation of which can lead to the serious negative consequences. The procedure of reorganization is regulated by several acts of law, first of all: Civil code of the Russian Federation, chapter 4, article 57 and the number of other articles, relevant laws of limited liability companies and joint-stock companies, Tax code of the Russian Federation. There exist also special documents regulating different sides of reorganization, for example "Rules of relationship of enterprise-registering agencies while registering legal entities in case of their reorganization", adopted by the regulation of Government of the Russian Federation on February 26, 2004, № 110.

Notwithstanding abundance of regulatory documents specifying procedure of reorganization, the number of questions prevails over the number of right answers.

According to the article 57 of the Civil code of the Russian Federation reorganization of legal entities can be carried out in the following forms:
  • reformation
  • split-off
  • division
  • incorporation
  • merging
Specialists of our company will assist to make the right choice of reorganization form taking into account purposes of the client and also execute all necessary documents and provide the relevant registration.


There have been done serious mistakes in the bookkeeping or management of organization, problems with fiscal charges and extra-budgetary funds, heavy credit indebtedness, business stops to profit, partners (incorporators) don’t trust each other – these are several reasons which can lead to the liquidation of the company.

There exist several variants of liquidation, one of which is voluntary liquidation, regulated by the article 61 of the Civil code of the Russian Federation. Liquidation of the legal entity leads to the cessation of its activity without transfer of rights and liabilities in the procedure of legal succession to the other persons. This type of liquidation represents the long process connected with the taking of the relevant decisions, making out intermediate and liquidation balance sheet, revealing of creditors and recovery of indebtedness. Such liquidation is acceptable if you are not prosecuted by the creditors, you are not pressed for time with liquidation of the company and ready to go through fiscal inspection.

In the practice of law enforcement there also exist alternative variants of liquidation of distressed companies within the time limit of 7 – 30 days, that frequently can be determinative in operative obscuration of responsibility concerning the activity of the company to be liquidated.

One should take into account that only strict compliance of liquidation procedure can guarantee release of the existing problems. There exist no trifles in such case and each question is very important.

Specialists of our company will assist you to choose the optimum variant of liquidation, taking into account your purposes, requests, terms and status of the company to be liquidated.

Alteration of articles of association and United State Register of Enterprises and Organizations.

In the process of activity of each company there arise moments when it’s necessary to rename the company, alter its location, structure of incorporators, to increase or decrease the charter capital, to change the director and so on.

It’s necessary to notify enterprise-registering agency of any changes in the articles of association. In other words, the company should register all such changes.

All changes can be divided into following groups:
  • Change of articles of association;
  • Change of information contained in the United State Register of Enterprises and Organizations.
Are there a lot of difficulties while registrating changes in the articles of association?

If it’s necessary for the company to register the changes in the Charter and/or articles of association there arises the question: what documents one should provide and how to execute such documents? Even in case of the slightest discrepancy (often by reason of heedlessness) instead of certificate of registration of changes tax department rejects to register such changes.

The refusal in registration has the following consequences:
  • in the first place, one will have to execute preparation of documents once again,
  • in the second place, to pay state duty for registration once again, as while refusing in registration the reimbursement of the duty is not provided by the legislation,
  • and in the third place, to stay once again in queue.
Thus, to avoid dual and even repeated submission of documents for registration of changes, and also additional expenses, we insistently recommend you to apply with this question to the specialists of our company.

Our specialists will carefully hear out all your wishes with regard to the subject and character of changes, will render full service of their registration in accordance with the existing laws of the Russian Federation.