Terms liquidation and reorganization
Management of the Company
The current legislation of Ukraine provided the general conditions of liquidation and reorganization of enterprises, regardless of ownership, organizational and legal forms.
Thus, liquidation and reorganization (merger, joining, division, separation, transformation) of the company is carried out in compliance with antitrust laws by the decision of the owner, and in the cases stipulated by the law on establishment, decision of the owner and with the participation of the labor collective or body authorized to create such company, or by a court or tribunal.
Reorganization of the company that abuses its monopoly position in the market, can be carried out through its enforcement division in the manner required by applicable law. The legislation also provides that reorganization, which can lead to environmental, demographic and other consequences affecting the interests of the population of the territory must settle with the relevant Council of People's Deputies. Enterprise also liquidated in the following cases:
• Declaration of Bankruptcy;
• the decision to ban the enterprise because of failure conditions set by law and stipulated term solution did not ensure compliance with these conditions or changed activity;
• If the court decision will be invalidated founding documents and the decision to establish the company.
The enterprise is considered reorganized or liquidated only after its exclusion from State Register of Ukraine.
In the case of a merger with another company now all property rights and obligations of each of them transferred to the company, which emerged from the merger.
When converting one company to another, to the company that was formed just acquire all property rights and obligations of the former company.
The legislation also provides that in the event of separation of businesses to new companies, resulting from this division, moving on separate act (balance) in relevant parts of the property rights and obligations of the reorganized company. When you select a company with one or more new companies to each go for a separate act (balance) in relevant parts of the property rights and obligations of the reorganized company.
Liquidation of enterprises conducted by the liquidation commission formed by the owner or the authorized body. In their decision liquidation may be carried out by the enterprise through its governing body.
The owner, the court, the arbitral tribunal or authority empowered to create a company that has decided to liquidate the company, establish the procedure and terms of liquidation, as well as the application deadline for the claims of creditors, which may not be less than two months after the announcement of the liquidation.
In the event that the company bankrupt and procedure for the establishment of liquidation committee, and the terms of liquidation, by the Law of Ukraine "On Bankruptcy".
The liquidation commission or other body exercising liquidate the company, holds in the official press, the location of the company, the publication of the liquidation and the procedure and terms of application creditor claims. Along with this publication, the liquidation commission is obliged to conduct work on debt collection company and identify creditors' claims to a report last to liquidate the company. Liquidation Commission should assess the available assets of the liquidated company and settle with creditors, make a liquidation balance and submit it to the owner or the body that appointed liquidation. The reliability and completeness of the liquidation balance sheet must be confirmed by the auditor (auditing firm), except for those companies that fully funded from the budget and not engaged in auditing activities.
The legislation also provides for the protection of the interests and rights of workers laid off due to liquidation and reorganization.
Thus, in the case of liquidation, the contributions of members of the personnel are given to him in cash or securities after satisfaction of creditors' claims. The property remaining after satisfaction of the claims of creditors and members of the labor collective of the liquidated company uses business owner.
With respect to the claims of creditors of the liquidated company, they are satisfied from the assets of the enterprise. In the priority debts are satisfied with the budget and offset the cost of restoring the environment, which has damaged the company liquidated.
The satisfaction of claims of creditors of the reorganized company made its successors, which transferred its rights and obligations.