Transformation
Reorganization of an enterprise in this way differs significantly from other forms of changing the legal structure of companies, which are discussed above. In this case, we are not talking about creating new companies or closing existing ones. The transformation involves changing the organizational and legal form of the enterprise. For example, a joint-stock company is created on the basis of an LLC. The property, assets, liabilities and rights of the enterprise are not transferred to anyone. Reorganization in this case affects the redistribution of shareholders' shares, which is provided for in paragraph 5 of Article 58 of the Civil Code of the Russian Federation. It should be noted that the provisions of Article 60 of the Civil Code of the Russian Federation do not apply to this form of transformation of enterprises.
The Supreme Court noted that stockholder database during such a transformation of legal entities, the rights and obligations of the company in relation to other entities do not change, but changes may occur in relation to shareholders. The interpretation of this form of enterprise reorganization is presented in paragraph 2 of the Review of judicial practice of the Supreme Court of the Russian Federation No. 2 (2018), approved by the Presidium of the Supreme Court of the Russian Federation on July 4, 2018.
Let's return to our examples. Let's assume that the company "Contact" was initially registered as an LLC. The legislator stipulates that in this case the number of participants (shareholders) cannot exceed 50. Since the business owners decided to increase the number of shareholders, they initiated the transformation of LLC "Contact" into JSC "Contact".
It should be noted that there are cases when several forms of enterprise reorganization are applied simultaneously, examples of which were given in this section. Thus, it is possible to carry out the procedure of joining a company with the simultaneous transformation of an LLC into a JSC.
Case: VT-metall
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