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Reorganization of a business company may take place by virtue of the decision of a general meeting of shareholders as well as the decision of a competent public authority, including the court, in accordance with applicable legislative acts.

Reorganization of a company may take a form of:

  • merger
  • acquisition
  • separation
  • division
  • transformation

A business company is deemed to be reorganized from the moment of state registration of a newly created company/legal entity of other forms of enterprise in accordance with legislation. In the case of reorganization of a business company in the form of a merger, the company shall be deemed to be reorganized from the moment of the entry on termination of an absorbed company into the Unified register of legal entities and private entrepreneurs.

One of the forms of business reorganizations is a sale of business.

Sale of business is a transfer of management and control functions on a reimbursement basis in relation to the whole portfolio of assets that is designed for the implementation of business activities, as well as legal arrangements of the respective changes.

The distinctive feature of the above-mentioned transaction is a purchase of a ready-made, operating business with an existing client base and reputation on the market.

In the case of a purchase of a unitary enterprise as a portfolio of assets, the transfer of property rights to the unitary enterprise is recorded in writing as a contract of sale. This contract shall be subject to state registration.

In the case of a purchase of a limited liability company, there is a requirement that more than one participant shall remain in the company.

Nowadays, all complex (in the legal sense) and high cost transactions of ready-made businesses, franchises or technology should be assigned to professionals. Whereas the extent to which the results and the timeframe will be beneficial for a seller depends on how qualified and experienced the professionals are.

Koubriakov, Tseliatsitskaya & Partners, Ltd.   220004 Minsk , avenue Pobediteley, 17, of. 1015, Republic of Belarus.    Tel/Fax: (017) 226 99 34.  License for rendering of legal services No. 02240/1410 issued by the Ministry of Justice of the Republic of Belarus  pursuant to the decision No. 181/1 dated November 29, 2013/span>