Reorganisation of a legal entity: the essence and understanding of its manifestation (creation or termination)
Abstract
The problematic issues related to the legislator’s priority task of regulating changes in the property status of a legal entity in the course of its reorganisation are outlined, which ensures the organisational and legal transformation of the organisation through effective redistribution of resources and enhancing the modernisation of the country’s economic stability as a whole.
The current state of the legal doctrine of understanding reorganisation as a legal phenomenon has no common denominator. It is studied as a method of termination of a legal entity; a method of emergence and/or termination of a legal entity(ies); a special procedure for the transfer of rights and obligations; a type of universal succession; a legal remedy; the procedural aspect of reorganisation actions is studied, pointing to the process, composition or set of legal facts, or it is proposed to abandon attempts to define the category of “reorganisation” altogether.
Based on the analysis of the legal doctrine and current legislation, the conclusion that reorganisation is a special mechanism of transformation of a legal entity, which is manifested in a complex legal structure aimed at achieving a positive economic effect or bringing it into compliance with current legislation, resulting in termination and/or establishment of a new legal entity(ies) with the transfer to it of the property (or part thereof) of the legal entity being reorganised by way of legal succession, has been made. The opinion that an unambiguous statement that reorganisation is a form of either creation or termination of a legal entity is erroneous has been presented. This conclusion is based on the fact that current legislation enshrines different denominators for certain types of reorganisation – termination/establishment, but the relevant legal phenomenon should be studied comprehensively (as a whole). In this case, one section of such a legal structure will indicate the creation and the other one will indicate the termination of a legal entity, which is manifested within the reorganisation procedure of one organisation.
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References
Zhornokui, Yu. M., Zhornokui, V. H., & Siadrysta, I. I. (2018). Economic composition of legal entity: modern state and features. Financial and Credit Activity: Problems of Theory and Practice, 3, 394–401.
Zhornokui, Yu. M. (2022). Roman Law on legal personality: pro et contra. Law and Safety, 3(86), 81–91. https://doi.org/10.32631/pb.2022.3.07.
Slipchenko, S. O., Syniehubov, O. V., Kroitor, V. A. et al. (2017). Modern problems of civil law and procedure (Yu. M. Zhornokui, L. V. Krasytska, Eds). Right.
Yurkevych, Yu. M. (2009). Termination of legal entities with legal succession [Candidate dissertation, Koretsky Institute of State and Law of National Academy of Science of Ukraine].
Zhekov, D. V. (2014). The concept of reorganization of a legal entity: legislative and doctrinal approaches. Journal of Civil Studies, 17, 41–45.
Kulakov, V. (2019). Separate issues of reorganization of a limited liability company. Entrepreneurship, Economy and Law, 7, 5–9. https://doi.org/10.32849/2663-5313.2019.7.1.
Kravchuk, V. M. (2005). Corporate law. Scientific and practical commentary on legislation and judicial practice. Truth.
Petrov. Ye. V. (2014). Regarding the question of the forms of reorganization of business associations. Uzhhorod National University Herald. Series: Law, 24(2), 82–85.
Shcherbakova, N. V. (2002). The concept of reorganization as a way of terminating enterprises, its difference from liquidation. Bulletin of the Khmelnytskyi Institute of Regional Management and Law, 2, 65–69.
Harahonych, O. V., Hrudnytska, S. M., Doroshenko, L. M. et al. (2018). Corporate law (O. V. Harahonych, S. M. Hrudnytska, L. M. Doroshenko, Eds). ArtEk.
Shevchenko, N. I. (2014). Reorganization as a method of termination of business partnerships. Lira-K.
Shacherbakova, N. V. (2022). The reorganization as a legal means of forming and changing the legal status of economic organizations. Juridical Scientific and Electronic Journal, 12, 212–218. https://doi.org/10.32782/2524-0374/2022-12/47.
Yurkevych, Yu. M. (2010). Termination of legal entities with legal succession. Tsiupak.
Luts, V. V., Vasylieva, V. A., Kibenko, O. R. et al. (2010). Corporate law of Ukraine (V. V. Luts, Ed.). Yurinkom Inter.
Melnyk, O. O. (2008). Corporate law of Ukraine. IE Melnyk O. O.
Kibenko, O. R. (2005). European corporate law at the stage of fundamental reform: prospects of using European legislative experience in the legal field of Ukraine. Stride.
Sherbakova, N. V. (2006). Legal regulation of mergers and acquisitions of business companies [Candidate thesis, Institute of Economic and Legal Studies of National Academy of Science of Ukraine].
Zhekov, D. V. (2015). Termination of legal entities under the civil legislation of Ukraine [Candidate thesis, National University “Odesa Law Academy”].
Kuzhetsova, N. S., & Dovgert, A. S. (2012). Institute of legal entity in the Civil Code of Ukraine. Almanac of Civil Law, 5, 169–208.
Khimenko, V. O. (2019). Termination of business partnerships in the civil law of Ukraine. Right.
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