3. In the unified state register of legalpersons must indicate the address of the legal entity.
The legal entity bears the risk of consequencesnon-receipt of legally significant messages(article 165.1) delivered to the address indicated inunified state register of legal entities,as well as the risk of absence at the specified addressyour body or representative. Messages,delivered to the address specified in the uniformstate register of legal entities,are considered to have been received by a legal entity, evenif it is not located at the specified address.
If a foreign legal entity hasrepresentative on the territory of the RussianFederation messages delivered to the addresssuch a representative are deemed to have been receiveda foreign legal entity.
4. A legal entity that is a commercialorganization must have a corporatename.
Brand name requirementsestablished by this Code and otherslaws. Trade name rightsare determined in accordance with the rules of the sectionVII of this Code.
5. Name, trade name and placethe location of the legal entity is indicated in itsconstituent document and in a singlethe state register of legal entities.
Article 55. Representations andbranches of a legal entity (as amended by the FederalLaw of 05.05.2014 N 99-FZ)
1. A representative office is a separatesubdivision of a legal entity locatedoutside of its location, which isinterests of a legal entity and implements themprotection.
2. A branch is a separatesubdivision of a legal entity locatedoutside of its location and carrying out everythingits functions or part thereof, including functionsrepresentation.
3. Representative offices and branches are notlegal entities. They are endowed with propertythe legal entity that created them and act onon the basis of the provisions approved by him.
Heads of representative offices and branchesare appointed by a legal entity and act onbased on his power of attorney.
Representative offices and branches should beare listed in the unified state registerlegal entities. (as amended by the Federal Law of05.05.2014 N 99-FZ)
Article 56. Liabilitylegal entity
(as amended by Federal Law of 05.05.2014 N 99-FZ)
1. The legal entity is responsible for its ownobligations to all belonging to himproperty.
Features of the responsibility of the stateenterprises and institutions in theirobligations are determined by the rules of the paragraphthe third paragraph 6 of Article 113, paragraph 3 of Article 123.21,paragraphs 3 – 6 of article 123.22 and paragraph 2 of article 123.23of this Code. Features of responsibilityreligious organization are determined by the rulesparagraph 2 of Article 123.28 of this Code.
2. Founder (participant) of a legal entity orthe owner of his property is not responsible forobligations of a legal entity, and the legalthe person is not liable for the obligations of the founder(participant) or owner, excludingcases provided for by this Code oranother law.
Article 57. Reorganizationlegal entity
1. Reorganization of a legal entity (merger,accession, separation, separation,conversion) can be carried out bydecision of its founders (participants) or bodya legal entity authorized to do soconstituent document.
Reorganization of a legal entity withthe simultaneous combination of its various forms,provided by the first paragraph of thisitem.
Reorganization with the participation of two andmore legal entities, including those created indifferent organizational and legal forms, ifthis Code or other lawthere is the possibility of convertinglegal entity of one of theseorganizational and legal forms in a legal entityanother of these organizational and legal forms.
Restrictions on the reorganization of legal entitiescan be established by law.
Features of the reorganization of credit,insurance, clearing organizations,specialized financial companies,specialized project societiesfinancing, professional participantssecurities market, joint stock investmentfunds, investment management companiesfunds, mutual funds andnon-state pension funds,non-state pension funds and othernon-bank financial institutions, joint stocksocieties of workers (people’s enterprises)determined by laws governingactivities of such organizations. (item 1 as amended byFederal Law of 05.05.2014 N 99-FZ)
2. In the cases established by law,reorganization of a legal entity in the form of itsseparation or separation from its composition of oneor several legal entities carried outby decision of authorized statebodies or by court order.
If the founders (participants) of a legal entity,their authorized body or body of legala person authorized to reorganize itconstituent document, will not implementreorganization of a legal entity on time,determined in the decision of the authorizedstate body, the court on the claim of the specifiedpublic authority appoints inprocedure established by law for arbitrationmanager of a legal entity and entrusts himreorganize a legal entity. FROMthe moment the bankruptcy commissioner is appointed topowers to manage the affairs are transferred to himlegal entity. Arbitration manageracts on behalf of a legal entity in court,draws up a deed of transfer and transfers it toconsideration of the court together with the constituentdocuments of legal entities created inas a result of the reorganization. The court’s decision onapproval of these documents isbasis for state registrationnewly created legal entities. (as amended byFederal Law of 05.05.2014 N 99-FZ)
3. In cases established by law,reorganization of legal entities in the form of a merger,joining or transformation can becarried out only with the consent of the authorizedgovernment agencies.
4. A legal entity is considered reorganized,except in cases of reorganization in the formaccession, from the moment of stateregistration of legal entities created inas a result of the reorganization. (as amended by FederalLaw of 05.05.2014 N 99-FZ)
When reorganizing a legal entity in the formjoining to it of another legal entitythe first of them is considered reorganized sincethe moment of entering into the unified stateregister of legal entities termination recordsactivities of the affiliated legal entity.
State registration of legala person created as a result of reorganization (inin case of registration of several legal entities -the first time state registration),allowed no earlier than the expiration of the correspondingtime limit for appealing the decision on reorganization(paragraph 1 of Article 60.1). (paragraph introduced by Federalby the law of 05.05.2014 N 99-FZ)
Article 58. Succession uponreorganization of legal entities
1. In the event of a merger of legal entities, the rights andresponsibilities of each of them are transferred to againa legal entity that has arisen. (as amended byFederal Law of 05.05.2014 N 99-FZ)
2. When a legal entity joinsanother legal entity to the lastthe rights and obligations of the affiliatedlegal entity. (as amended by the Federal Law of05.05.2014 N 99-FZ)
3. When dividing a legal entity, its rights andresponsibilities are transferred to the newly arisenlegal entities in accordance with the transferact. (as amended by Federal Law of 05.05.2014 N 99-FZ)
4. When separated from a legal entityone or more legal entities to eachrights and obligations are transferred from themreorganized legal entity intoin accordance with the deed of transfer. (as amended byFederal Law of 05.05.2014 N 99-FZ)
5. When transforming a legal entity, oneorganizational and legal form into a legalperson of another legal form of lawand responsibilities of the reorganized legalpersons in relation to other persons do not change, forexclusion of rights and obligations in relation tofounders (participants), the change of whichcaused by a reorganization.
Relationships arising from reorganizationa legal entity in the form of transformation,the rules of Article 60 of this Code are notapply. (Clause 5 as amended by the Federal Law of05.05.2014 N 99-FZ)
Article 59. Deed of transfer
(as amended by Federal Law of 05.05.2014 N 99-FZ)
1. The deed of transfer must contain provisionson succession for all obligationsreorganized legal entity in relation toall his creditors and debtors, includingobligations contested by the parties, andprocedure for determining succession in connection witha change in the type, composition, value of property,the emergence, change, termination of rights andduties of the reorganized legal entity,which may occur after the date on whicha deed of transfer has been drawn up.
2. The deed of transfer is approved by the founders(participants in) a legal entity or body,decided to reorganize the legalpersons, and is represented together with the constituentdocuments for state registrationlegal entities created as a resultreorganization, or amendingconstituent documents of existinglegal entities.
Failure to submit, together with constituentdocuments of the deed of transfer, the absence in itprovisions on succession for allobligations of the reorganized legalpersons entail refusal of state registrationlegal entities created as a resultreorganization.
Article 60. Guarantees of the rights of creditorsreorganized legal entity
(as amended by Federal Law of 05.05.2014 N 99-FZ)
1. Within three working days after the datedeciding on the reorganization of the legalthe person is obliged to notify in writingauthorized state body,state registrationlegal entities, about the beginning of the procedurereorganization with an indication of the form of reorganization. INin the case of participation in the reorganization of two or morelegal entities such notification is sentthe legal entity that was the last to make a decision onreorganization or a certain decision onreorganization. Based on such noticeauthorized state body,state registrationlegal entities, contributes to the unified stateregister of legal entities a record thatlegal entities are in the processreorganization.
The reorganized legal entity afterentry into the unified state registerlegal entities records of the beginning of the procedurereorganization twice, once everymonth published in mass mediainformation that publishes data onstate registration of legal entities,notification of its reorganization. Whenparticipation in the reorganization of two or more legalpersons notification of reorganizationpublished on behalf of all participating inreorganization of legal entities by legalthe person who last made the decision onreorganization or a certain decision onreorganization. In the notice of reorganizationinformation about each participating inreorganization created or continuingreorganization activitieslegal entity, reorganization form, descriptionthe procedure and conditions for the statement by creditors of theirrequirements, other information provided forlaw.
The law may provide for the obligationof the reorganized legal entity to notifythe written form of creditors about theirreorganization.
2. The creditor of a legal entity, if its rightsclaims arose before the publication of the firstlegal entity reorganization notices,have the right to demand in courtearly execution of the relevantobligations by the debtor, and if impossibleearly execution – terminationliabilities and reimbursements related to thislosses, with the exception of cases establishedby law or by agreement of the creditor witha reorganized legal entity.
Early execution requirementsobligation or termination of obligation anddamages may be claimedcreditors no later than thirtydays after the date of publication of the lastlegal entity reorganization notices.
The right under the first paragraphof this clause is not provided to the creditor,already having sufficient security.
Claims submitted within the specified periodmust be performed before completion of the procedurereorganization, including the introduction of debt intodeposit in the cases provided for in article 327of this Code.
The creditor is not entitled to demand an earlyfulfillment of an obligation or terminationliabilities and damages, if inwithin thirty days from the date of presentationthe creditor of these claims will beprovided security recognizedsufficient in accordance with paragraph 4 of thisarticles.
Claims by creditors forthe basis of this paragraph is notgrounds for suspension of the procedurereorganization of a legal entity.
3. If the creditor who requestedin accordance with the rules of this articleearly performance of an obligation ortermination of the obligation and compensation for losses,such performance is not provided, no lossesrefunded and not offered sufficientsecuring the fulfillment of an obligation,joint liability to the creditoralong with legal entities created inas a result of reorganization, are borne by persons who haveactual ability to define actionsreorganized legal entities (paragraph 3 of article53.1), members of their collegial bodies and a personauthorized to speak on behalf ofreorganized legal entity (paragraph 3Article 53), if they by their actions(inaction) contributed to the offensivethe specified consequences for the creditor, and ifreorganization in the form of separationliability to the creditor along withthe said persons also bear the reorganizedentity.
4. Collateral offered to the lenderfulfillment of obligations of the reorganizedlegal entity or compensation related to itcessation of losses is considered sufficient,if a:
1) the creditor agreed to accept suchsecurity;
2) the creditor was issued an independent irrevocableguarantee by a credit institution,whose creditworthiness does not causereasonable doubts, with a validity period, notless than three months exceeding the termfulfillment of the secured obligation, and withcondition of payment at sight by the creditorrequirements for the guarantor with an attachmentevidence of defaultreorganized or reorganizedlegal entity.
5. If the deed of transfer tips for writing a synthesis essay does not allowdetermine the assignee of the obligationa legal entity, as well as if from a transferact or other circumstances, it follows that whenreorganizations are unfairly distributedassets and liabilities of the reorganizedlegal entities, which led to a significantviolation of the interests of creditors,reorganized legal entity and created inas a result of reorganization, legal entities bearjoint responsibility for suchcommitment.
Article 60.1. Consequences of recognitioninvalid decisions on reorganizationlegal entity
(introduced by the Federal Law of 05.05.2014 N 99-FZ)
1. Decision on reorganization of a legal entitymay be invalidated bythe requirement of the participants of the reorganizedlegal entity, as well as other persons notbeing members of a legal entity, ifsuch a right is granted to them by law.
The specified requirement can be presented incourt no later than three months afterentry into the unified state registerlegal entities records of the beginning of the procedurereorganization, unless another period is setlaw.