The experts of Prime legal LLC law firm render full range of services in mergers and acquisitions of legal entities.
Merger of legal entities is deemed to be creation of a new legal entity with transfer to it of all rights and duties of the two or more legal entities being merged and termination of such rights and duties of the latter. The reorganization in the form of merger should start with a decision on reorganization made severally by each entity taking part in the merger, and concluding a merger agreement between them. Reorganization affects the interests of the legal entity creditors, as their debtor terminates its activity. That’s why preliminary notice to the creditors is a compulsory prerequisite of reorganization. The creditors in this case have the right to require early termination or performance of obligations of the reorganized legal entity, and to claim compensation for damages (article 60, clause 2 of the Civil Code of the RF). Application for registration of a legal entity, created through merger, is submitted to the corresponding registration authority. On the basis of the decision on registration the registration authority makes an entry in the Unified State Register of Legal Entities on the new legal entity and informs the registration authorities at the location of the merging companies on termination of the reorganized legal entities activities, the latter is recorded in the Unified State Register of Legal Entities.