Enterprise Through Merger

If a decision to reorganize the company through mergers and acquisitions, in which case the company does not definitively eliminated, and transfers responsibility for the activities of another organization. Formal relations of the former owners and manager with the company terminated. The reorganization may also be made by attaching to another existing company – the successor. In this case, organized a new entity successor. Legal implications and in fact, and in another case the same. Go to the assignee all the rights and responsibilities associated enterprise, including unfulfilled, the disputed parties, and not identified at the time of the reorganization. Thus, the obligation to pay taxes, fines and penalties of the reorganized legal person is assigned to the successor regardless of whether he was aware of them to reorganize.

The former company is deemed to have its activities with the appropriate entry in the Uniform State Register. The main disadvantage of this method – the presence of successor. The threat of bringing the successor to responsibility to the tax authorities and other creditors of the activities of organizations of precursor is preserved as long as the assignee remains formally active. Consequently, the former owners and managers can be brought to vicarious liability, because their actions contributed to the creation of debt, and a successor company just took over the obligation to pay this, the previously created debt. In addition, the reorganization could be challenged because, according to the provisions of articles of the Civil Code, the purpose of reorganization must be entrepreneurial activity, but not urgent liquidation restructured entities. In judicial practice, there are precedents for the tax authorities go to court and seek invalidation of registration of the successor on the grounds that the successor activity does not lead, at the location is not found, does not provide accounting, the existing arrears shall not cancel and not pay taxes.