ABSTRACT
Any legal entity constitutes a complex structure, the functioning of which is associated with ongoing transformations. All changes within the company fall into two main categories or types: corporate and organizational. Corporate changes are based on corporate relations. A corporate entity's organizational changes are not connected with the company's management process or corporate control; however, they may essentially affect its functioning. Russian laws stipulate an obligation for a legal entity to inform the registration authorities and other parties about such changes, which are not entered into the legal entity's constituent documents but have nonetheless an essential effect on the entity's activities, such as details about the participants of a legal entity, details about the holder of the joint-stock company's register of shareholders, details about persons entitled to act on behalf of a legal entity without a power of attorney, etc. According to the general rule, entering the respective changes in the Unified State Register of Legal Entities shall be performed within not more than five working days from the date of submitting the documents to the registration authority. Russian laws prescribe an obligation of a legal entity to inform the registration authority and other parties about the changes entered into constituent documents. For every type of corporate entity, there may be a specific list of details to be entered into constituent documents. However, common examples of such changes are the company name of a legal entity, location of a legal entity's permanently acting executive body (in case of absence thereof, of another agency or person entitled to act on behalf of the legal entity without a power of attorney) that is responsible for the communication with the legal entity, etc. The general rule demands submitting the full set of essential documents for the registration of the changes to be entered into the constituent documents of a legal entity to the registration authority. The Russian Civil Code sets forth the legal framework of reorganization, including its forms and stages, and regulates other aspects of relation arising from the reorganization of a corporate entity. Laws on certain types of legal entities also address reorganization issues. Article 57 of the Russian Civil Code provides for five reorganization types: merger, accession, split-up, spin-off, and transformation. Reorganization consequences may be classified according to various grounds.
