How to divide a company between two founders. How to divide business between partners. Reorganization of LLC in the form of separation - your way to business development

A split is the opposite operation of a merger, the breaking up of a corporate entity into two or more separate and independent entities. There are a number of reasons why a subsidiary is separated from a corporation, for example:

unprofitable;

does not fit into the strategic plan;

exposed to a higher risk than other groups of the company;

most likely to thrive as a standalone company.

A private form of separation is the reduction of capital investments (disinvestment). A divestiture involves the sale of part of a company to another company. The part of the company being sold can be an asset, an operating segment, a product, etc. and is determined by the capital reconstruction scheme. A capital reconstruction scheme is a scheme by which a company reorganizes its capital structure. A reconstruction scheme may be adopted when a company is at risk of liquidation or becoming a takeover target.

Why might a company choose divestment as a form of structural adjustment? A company considering divestment may find this method an appropriate strategy for a variety of reasons. These include: .

Ensuring survival. The unprofitable activity of some part of the company can create financial difficulties for the company and, in an extreme situation, endanger the entire enterprise. Because of this, attempts to sell a part of the company engaged in this type of activity are not ruled out. When a company experiences financial difficulties, it may be necessary to sell off the company's divisions.

Focus on core activities. A company may feel that it would be more profitable for it to focus on certain core activities in which it has a competitive advantage, rather than dive into a wide range of activities, thereby spreading its efforts. This may force the company to sell off its specific segments in order to shrink back to established key activities.

Increasing the value of the company. A conglomerate company may have low or even unattractive stock prices for some period of time. The reason is obviously that investors have not fully appreciated the type of activity being developed, or that they do not believe in the ability of the conglomerate managers to fully exploit the potential of the individual companies of the combination or the assets under their control.

Reducing the size of the company. For big company it may be difficult to control a variety of activities with sluggish decision making. It may also be burdened with high administrative costs. If a company shrinks in size, it is likely to be able to significantly reduce its overhead costs and respond more quickly to market needs.

69 General characteristics of strategic planning for the development of the city and the region

Modern theory and practice have developed a number of general provisions for the development of a strategy for local economic development, the observance of which objectively increases the possibility of success. Among them are methods and procedures strategic planning. Strategic planning for the socio-economic development of a city and region is a systematic process by which local communities form a picture of their future and determine the stages of its achievement, based on local resources. It includes:

coordination of group interests within the community; inventory of real resources, constraints and favorable factors; determination of realistically feasible tasks and goals; formation of programs and action plans.

In cities and regions, the strategy of the economic development process is developed, planned and implemented by the joint efforts of local authorities, representatives of private business and state enterprises, public organizations and territorial public self-government bodies.

Strategic plan is a document playing important role in the development of a city or region. It focuses on the prospects of the region (city) and in each area should identify the main, key factors. It does not cancel or replace other types of plans. He is not comprehensive plan and determines development only in the most important priority areas for the region (city).

The strategic plan is not a directive, it is a set of agreed, recognized reasonable requirements from enterprises and the population to the administration, it is an agreement on specific measures of strategic importance for the region (city) that must be taken. The process of strategic planning is aimed at finding public consensus, at involving in decision-making - and hence in their implementation - a wide range of active people.

The absence of a strategy for the development of the region (city) that is publicly approved and accepted by the authorities reduces the quality of management, damages the external and internal image of the region (city) and its administration.

The strategic planning procedure does not allow for an absolutely uniform approach, since different cities and regions differ from each other in:

the size of economic activity; geographic characteristics and natural resources; economic conditions, characteristics and results of activity of agents of economic activity; social organization of the life of the population; political conditions and the effectiveness of local authorities.

The most characteristic problems of the economic development of Russian regions are not only attracting new economic agents to the region, but also the development of engineering infrastructure, the construction and renovation of housing, streamlining land use, maintaining employment at a high level, and solving pressing environmental problems.

Separation is one of the most popular forms of LLC reorganization. It is necessary if several founders have divergent views on the business or the company wants to distribute activities among independent enterprises. The separation procedure is simple, but requires accuracy in collecting and filling out documents. What are the features of the reorganization of an LLC in the form of separation and how to properly carry out the procedure from start to finish, we will consider in more detail.

Features and consequences

Reorganization in the form of separation is carried out in accordance with Art. 54 of the LLC Law. This means that one big company divided into smaller ones. At the same time, the parent company is liquidated, leaving behind a minimum of two and a maximum of as many enterprises as capital allows.

The parent company is liquidated, leaving behind a minimum of two and a maximum of as many enterprises as desired.

The main consequences of the division is the creation of several companies with the same rights and obligations as the previous one. Rights and obligations are distributed according to the decision of the founders on the basis of a document - a deed of transfer.

Motives for the division of the company

Among the motives for the division of the company, several frequency ones stand out:

  • The founders of the company decided to disperse and continue the business on their own, during the reorganization by division, each receives its share, depending on the investment.
  • Development of LLC structure and cost reduction.
  • Division into companies various types activities.
  • Improving competitiveness.
  • Optimization of payments to the state treasury.

The reorganization of an LLC by division is regulated by the LLC Law and Art. 57 of the Civil Code of the Russian Federation. Therefore, it is so important to carry out the process consistently, with all the necessary documents accompanying it.

We divide correctly

share society with limited liability possible in several basic steps.

Step One: Preparatory

At the first stage, the statutory documentation for future companies is thought out, an inventory is carried out, as a result of which a deed of transfer is drawn up, notifications of the upcoming meeting are sent to all participants in the meeting (no later than 30 working days in advance).

The founders of the company meet and put to a vote the issue of separation. At least 50% of the participants must vote for the reorganization. The decision is fixed by the minutes of the general meeting. At the meeting, it is necessary to approve the charters of new companies and the deed of transfer.

If the company has a single owner, a written decision is drawn up. Please note that in this case, the decision must indicate the persons who will become the founders of the new LLC.

Step three: collecting documentation and notifying government agencies

Participants need the same documents as with. The only difference is in the new charters for newly created companies and in the requirement of a notarized copy of the deed of transfer. Tax and FIU are notified. There are only 3 working days to notify funds after the meeting. After that, the tax office sends a check to the LLC, but this is not required condition. Small companies are checked less often, large companies more often.

Step Four: Lenders

If the separation was initiated at the initiative of one participant, the procedure can be carried out by a court decision.

Instead of the minutes of the Board of Founders, a copy of the court decision is attached to the main package. The rest of the documents are standard, as in any form of company reorganization:

  1. Minutes of the meeting of directors or a written decision from the sole owner indicating the form of reorganization.
  2. Application to the tax registration authority in the form 14001. The document is certified by a notary, stitched there.
  3. Accounting report for the last year of the company and the deed of transfer.
  4. Charters of new companies in two copies.
  5. Certificate stating that you have notified creditors of the upcoming reorganization (copies of the publication may be attached).
  6. Help from pension fund that the parent company has no debt.
  7. Warranty documentation that confirms the new legal addresses of the emerging companies. If the founders of the newly created companies are one at a time, then you can take their home address.
  8. Charter of the parent company.
  9. Copy of TIN and passports of all founders.
  10. Certificate of payment of state duty.

In conclusion, we add that in each region the package of documents can be supplemented, so we recommend that you clarify it in your tax office. It can take up to 3 months to verify documents, but sometimes the process can take up to six months.

The difference between the stages different form reorganization only in additional documents. You can divide a company in five stages, the main thing is to properly prepare a package of documents and pass a tax audit.

Recently the market mobile phones excited rumors around Motorola. Our resource has repeatedly mentioned in the news about the crisis within the company. However, today we can talk about only one fait accompli - the division of Motorola into two independent companies by 2009. Profitable, but smaller in terms of production divisions for the production of telecommunications equipment, corporate solutions, and so on. merge into Motorola Broadband & Mobility Solutions. Unlike Home & Network Mobility and Enterprise Mobility Solutions, the company's largest division, mobile phones, will be spun off into Motorola Mobile Devices. Actually, it was precisely this that caused the crisis within the company, turning into a loss-making enterprise and thereby causing dissatisfaction among Motorola shareholders. Last year, when the first signs of the crisis appeared (rapid loss of market share, income), possible ways development of events. More often than others, suggestions were made about the sale of a division of a telecommunications company. Moreover, the rumors even intensified after the appearance of reports about the future division of the company. In our opinion, it is at least premature to talk about such an option. Firstly, this is due to the scale of Motorola's mobile division, and secondly, the company's amazing ability to get out of the peak of such crises. And them for long history Motorola had a lot.

A bit of history

In one of our previous materials ("Mobile Devices of Motorola Company - History of Development and State of the Art"), the history of the company has already been considered. Therefore, it is worth mentioning here only a few key points that are in line with the current situation. As you know, Motorola has long been a leading manufacturer in various fields, ranging from consumer electronics and ending with the production of semiconductors. Moreover, a significant part of the orders came from US government agencies, the Pentagon. At the same time, the creation of the first cell phone by Motorola (the first call on which was made on April 3, 1973) can be considered a turning point. Motorola's gradual transformation from a government-focused company to a telecommunications giant has come to an end in the past decade. All this was accompanied by various restructurings and - from time to time - large-scale crises. The last such crisis occurred at the beginning of the century. In 2001, Motorola announced that for the first time in 15 years, the company suffered a year-end loss. As a result, a logical decision was made to restructure the business and reduce costs. Translated from the vague language of press releases, this meant a massive reduction in employees (22 thousand people, or 15% of all jobs, by 2001). And also - the curtailment of secondary activities with the closure or sale of the relevant divisions. However, for a long time, until the third quarter of 2002, Motorola suffered losses. Unlike today's situation, not one, but several divisions were unprofitable. For example, the production of semiconductors, a division for the production of equipment for wireless communication, and so on. However, the production of mobile phones played a significant role in the crisis. There is a lot in common with the current state of affairs. As today, the division's losses were driven by past successes. "Thanks" to them, the company rested on its laurels, having fallen out of the evolutionary process of developing phones for some time. Motorola founder's grandson Christopher Galvin, who took over the company in 1997, capitalized on the phenomenal success of StarTAC. The first clamshell mobile phone appeared shortly before and remained a bestseller for several years. However, further development of Motorola cell phones has slowed down somewhat compared to other companies.

By the beginning of the 21st century, mobile phones were no longer just a means of communication. The attention of an increasing audience of users was attracted by a variety of entertainment features, new phone features like color screens, polyphony, and so on. At that time, Samsung used its favorite method - the competent development of other people's developments and thereby drawing attention to their own products. As a result, in just two years (2001-2002), the market was flooded with a lot of bright Korean clamshells. They attracted users with a variety of functions and designs - "female" clamshells, clamshells with color screens, with a built-in camera, etc. Motorola has been rather clumsy in its response to market changes. For a long time, the company's phones did not have entertainment features, as well as options that have become critical for users, such as built-in cameras. Yes, and software stuffing by the standards of 2001-2002 raised questions. This is where the tales about the inconvenient, illogical menu of Motorola phones originate from. It is interesting that this myth is tenacious: today you can hear such conversations, although at least two software platforms have already changed (P2K, MOTOMAGX). In any case, the stagnation of the beginning of the century had a negative impact on the mobile unit. As a result, the board of directors forced Christopher Galvin to resign. The energetic and ambitious Edward Zander was appointed head of the company. However, history repeats itself. Could the new CEO of the company have assumed that three years later he himself would be in the place of his predecessor? And Motorola, as a result of a monstrous deja vu, found itself in an even more severe crisis. However, in 2004 things looked completely different.

RAZR - the alpha and omega of Motorola

In fairness, it should be noted that the foundation for future victories was laid by the former management of the company. Back in 2003, among other anti-crisis measures, preparations began for the spin-off of Motorola's semiconductor division into a separate company. Motorola Semiconductor Division was one of the pillars of Motorola. However, despite this, during the crisis, the company remained unprofitable for a long time. Ed Zander, after being confirmed as the company's chief executive officer, oversaw the spin-off of the division into a separate company. This process, which culminated in the formation of Freescale, helped Motorola turn things around. Subsequently, in 2006, Freescale was sold for a record $16 billion. Moreover, in addition to semiconductors, during the "directorship" of Sander, the production of automotive electronics was also separated and sold. The process was led, by the way, by Zander's replacement as CEO - Greg Brown. However, the consequences for the end user were much more obvious for the company's other key decision - the launch of the landmark mobile phone Motorola RAZR V3. This product was also not the initiative of Sander himself. Even before his arrival, the concept of the device was proposed by Geoffrey Frost, a legendary personality for Motorola. In addition to the RAZR idea, when he was the marketing director, the famous "rule of three meters" was introduced into use (it was from this distance that a Motorola phone should have been guessed), and the concept of Hello Moto was also proposed.

But it was Sander who had the honor of bringing the RAZR to market and building on the success of this iconic device for the entire industry. In fairness, it should be noted that in addition to the Motorola RAZR V3, in 2004 other interesting models - Motorola V300 / V500 / V600 clamshells, one of the first truly musical phones Motorola E398, fashion rotator Motorola V80, which, however, did not become popular. All these worthy devices were built on the same software platform - the so-called triplet, since it was first tested on V300 / V500 / V600 clamshells. The platform took a very long time to prepare for release to the market, brought to mind. It is not surprising that it existed on the market for a record time - until 2006. But it was Motorola RAZR V3 that became a truly iconic model on the market, which formed a new direction in the development of phones. Today, at the mention of RAZR, many people remember its minimum thickness. But this was only one component of success. The other "WOW factor" was the body materials. Motorola has always been an innovator in the design and materials of phones (clamshell, rotator form factors; steel, soft-touch plastic). The Motorola RAZR V3 was the first to use anodized aluminum on a massive scale. Premium case materials and innovative design are reflected in the price of the phone. At the beginning of sales (autumn 2004) the cost of Motorola RAZR V3 reached 600-800 dollars, in Russia - more than 20 thousand rubles. Despite this, the phone quickly became popular, and not just popular, but phenomenally popular. Unfortunately, Motorola just as quickly became a hostage to its own success. The company's focus on market share has forced Motorola to gradually cut prices on its mobile bestseller. At the end of sales, the model cost less than 5 thousand rubles. The consequences of such a price rally were quite predictable. The phone lost its premium status (which was reflected even in the box included in the package). However, the company achieved the desired result. Sales of the device increased even more, RAZR-mania reached its peak. The Motorola V3 phone remained successful for three years, from 2004 to 2006. Shareholders of the company, of course, were in ecstasy - Motorola's market share reached 23%. However, already at the moment of triumph, the company's product line raised questions. The original Motorola RAZR V3 was rapidly aging. Actually, already at the time of its appearance, it was not a functional leader - there was no slot for memory cards, there was only a modest VGA camera, and so on. However, in the future (especially in 2006), the company's lineup consisted mainly of RAZRs of various colors and cosmetic updates of the phone, in particular, Motorola V3i. Other representatives of the RAZR family, UMTS-devices RAZR V3x, V3xx, V6xx were also secondary to Motorola V3, mainly because of the similar appearance. Even the fans became tired of the popular design over time, but Motorola continued to churn out all sorts of variations on the RAZR theme. In this case, the same "triplet" platform was used with minor changes in the interface (another kind of menu). The functionality of the released models also gradually became secondary in relation to the products of other manufacturers. And the competitors did not sit idly by. Fashion for thin solutions captured almost all phone manufacturers (Nokia and Sony Ericsson were the latest to react). Samsung turned out to be the quickest of all, using a tried and tested technique. During 2006, the market was flooded with Korean devices, one way or another exploiting the idea of ​​thinness. It was Samsung that released the thinnest phones, X820, U100. But most importantly, in most cases, Samsung thin phones were functionally superior to Motorola competitors, often they were more interesting in appearance. All this had a negative impact on the sales of American devices. Motorola found itself in the same situation as five years ago. Gradually, users were no longer interested in design alone, the functionality of image solutions became critical. Already by 2005, many manufacturers realized the importance of photographic, musical solutions, the presence of smartphones in their product line. Motorola continued to bet on image, leaving functionality secondary. The first phone with autofocus - Motorola MOTO U9 - went on sale only this year (Motorola RIZR Z10 is about to be released - the company's first full-fledged camera phone). Following the successful youth music-background of the Motorola E398, a resounding failure of its redesigned version followed - Motorola ROKR E1, and cooperation with Apple did not help either. The segment of Motorola's music solutions turned out to be closed to the mass user, really interesting devices of the ROKR line were released only on the Chinese market. Motorola also managed to miss the "popularization" of the slider form factor (through the efforts of the same Samsung). The first mass device of the company, Motorola RIZR Z3, entered the market only in 2006 and went unnoticed. After a failed collaboration between Motorola and Taiwanese Windows Mobile ODM maker CMCS, the company moved on to making smartphones in-house. However, the interesting QWERTY-solution Motorola Q did not reach the European user, having settled in the native American market. His followers appeared on sale too late, when the competition in the segment of Windows Mobile devices became much more intense. Motorola's solutions that came out in most cases remained secondary to the RAZR. Lines of devices SLVR (models L7, L7e, L9, as well as budget counterparts L2, L6), PEBL (U6), KRZR (K1, K3) did not even come close to the success of Motorola V3. Functionally, all these phones did not represent anything new for the mobile phone market. The design solutions used - soft-touch plastic, glass (KRZR K1), chrome surfaces (Motorola L9) - were interesting, but also did not impress jaded users.

As a result, by 2006-2007, Motorola came in the rank of far from being the most advanced manufacturer. The fame of the RAZR was slowly fading away, but the company was in no hurry to provide an adequate replacement for its bestseller.

Background of the crisis

In 2006, the company's management decided to change the strategy. The idea of ​​fighting for market share was replaced by the concept of increasing the margin, the income from each phone sold. At the same time, instead of the previous software platform, most next-generation devices were supposed to use new Linux platforms. However, miscalculations in management led to the fact that these decisions had Negative influence on the position of the company and served as one of the causes of today's crisis. Motorola has long been in second place among mobile phone manufacturers in terms of the number of devices sold. This was the merit of a large number of ultra-budget and budget solutions in the company's lineup. In connection with the change in strategy, the most massive Motorola C-series gradually left the market. However, the expected margin increase did not materialize. By 2007, Motorola's products had lost their premium status; users did not want to overpay for models with outdated functionality and a RAZR-like design. As a result of the decline in sales of phones in the middle and high price segments, as well as the withdrawal of budget phones from the market, a critical situation has developed. During 2007, Motorola began to lose its market share catastrophically quickly (from 23% by the end of the year it fell to 13%). The logical result - the American manufacturer lost second place in the world "table of ranks" Samsung. In parallel with the loss of market share, revenue from sales of phones was also rapidly declining. As a result, the net loss for 2007 amounted to nearly $49 million. The situation could be corrected by an updated product line. However, it ... simply did not exist! The outgoing P2K phones were supposed to be replaced by mass Linux devices, but the crisis in the company's management led to unreasonably long delays in the release of a number of models to the market. Some models were completely canceled, for others the positioning, even designations, changed. As a result, only a few phones have reached the mass user, which today form a scanty lineup of Motorola. A good example is the Motorola Z6. The phone hit the market with a long delay. The imbalance of the lineup led to constant renaming of the device - initially it was conceived as a fashion continuation of the company's first slider, Motorola RIZR Z3. Then it was decided to promote the phone on the market as a musical solution (ROKR line). However, in the end, the prefix MOTO- was added to the name, and the phone went on sale as the Motorola MOTOROKR Z6. At the same time, despite the high-quality sound and the presence of a dedicated player control key, it is difficult to recognize the device as a fully-fledged musical solution. There are no FM radio, standard 3.5 mm audio jack, normal implementation of hot-swap memory cards, and so on.

Also from the Chinese market was "transferred" device with a touch screen Motorola MOTOMING A1200e. Its musical version, Motorola ROKR E6, never made it to Europe. The flagship of the 2007 product line was supposed to be the fashion phone Motorola RAZR2 V8. Announced in the spring along with other clamshells in the line, V9 and V9m, the device is expectedly a development of Motorola RAZR V3 ideas. The image charge of the novelty was high, as was the functionality (in particular, a huge external screen with a touch area). But the model did not become a breakthrough. Its sales are significant, but it is unlikely to reach the scale of the original RAZR. RAZR2 failed to pull the company out of the crisis.

Subsequently, a very controversial smartphone Motorola MOTO Z8 appeared on the market - the first modern UIQ device of the company (the rush to release did not allow solving some of the problems - the next Symbian model - Motorola RIZR Z10 looks much more interesting). And also - the next late with the release of the Moto U9, Motorola ROKR E8. All of the above models form the backbone of the modern model range of the company. There is an imbalance in the line, the absence of clearly defined product families, a leapfrog with names. True, much more interesting devices have been announced (or will soon be presented), in particular, photographic UIQ solutions and other models. However, the new management of the company will be engaged in bringing them to the market.

Crisis inside Motorola - the beginning of the end?

It should be understood that crisis situation within the company has developed, first of all, due to inefficient management. Motorola management, unable to cope with the decline in interest in the RAZR, was unable to develop in a timely manner clear plan further action. By themselves, Motorola's current products have been and remain very high quality in terms of software and hardware stuffing. However, the tossing of leadership from side to side has gradually led to today's deplorable situation. Motorola's wake-up calls began in mid-2007. According to the results of the II quarter, a decrease in turnover was recorded. This was caused by falling sales of the mobile division. As a result, in July 2007, Stu Reed, who worked at IBM before Motorola, was appointed head of Mobile Devices. The situation could not be corrected, the manager worked in his post for only eight months and left the company in March of this year. It is worth noting that subsequent changes in the leadership have also not led to anything. In the third quarter, the situation became even more depressing. Motorola lost second place in the market to Samsung. At the same time, the company's share decreased immediately by 8% compared to the same period of the previous year. Moreover, the drop was due not so much to a change in strategy, but to a loss of user interest, a decrease in sales, and profits. As a result, there was a backlash. One of the company's largest shareholders, Carl Icahn, in October 2007 announced the need to split Motorola, spin off the mobile division into a separate company and sell the latter. Motorola tried to remedy the situation, but to no avail. Recent Acquisitions various companies providing services, buying a 50% stake in UIQ Technology, agreements with other players could only bring results in the long term. So, we have yet to evaluate the effectiveness of cooperation with Kodak - Motorola's photo solutions have not yet reached the market. As a result, on November 30, the company announced the departure of the recent "savior" of Motorola, Ed Zander. As CEO of the company, he was replaced by another functionary, Greg Brown. A little later, Padmasree Warrior, Vice President and Technical Director companies. In the future, the situation only worsened. According to the results of the IV quarter and 2007 as a whole, Motorola turned out to be unprofitable, primarily due to the crisis of the mobile division. The company's stock price collapsed, and in the winter of this year, for the first time in a long time, its level fell below $10 per share. All this led to even greater dissatisfaction among shareholders and further reshuffles in the company's management. So, at the end of January, a new chief executive was appointed to replace Tom Meredith. financial director- Paul Liska Interestingly, he had experience in the sale of various companies and their divisions. Well, on January 31, a statement was made about the issue under consideration of business restructuring, including the possible separation of the mobile division into a separate company. All this immediately gave rise to a new wave of rumors about the future of the company and its sale. So, in early February, Ericsson representatives said that the company is considering the possibility of acquiring Motorola's mobile division. At the Mobile World Congress, which was taking place at the same time, representatives of Samsung had to deny such speculation. Later, Greg Brown himself rejected rumors about the sale of mobile phone production. Unfortunately, no real steps have been taken to improve the situation. In early March, Stew Reid left his post - it was stated that a number of initiatives are associated with him, which will be developed in the future. However, behind the colorful speeches there was no specific plan for overcoming the crisis. As a result, a group of shareholders led by the notorious Carl Icahn wrote an open letter to the rest of the shareholders, which spoke of the need to change the company's management. Icahn himself filed a lawsuit against Motorola demanding that he be granted access to company documents. At the same time, an open letter to Motorola's board of directors appeared. former employee company, Numair Faraz, in which he spoke impartially about the management and offered his thoughts. All this led to a logical outcome. On March 26, the company officially announced the decision of the board of directors to begin the process of splitting into two independent enterprises. The unprofitable mobile division will be spun off into a separate company until 2009, while the other two divisions will be merged into another company. The decision sparked new speculation about Motorola's fate, as well as subsequent layoffs as part of a massive cost-cutting plan. Along the way, there were new candidates for the purchase of Motorola. On April 1st (not to be confused with an April Fool's joke) there was a report of interest from India's leading electronics manufacturer, Videocon. A week later, the company sent a formal proposal to Motorola, with the support of investment bank UBS. At the same time, the active Carl Icahn did not let up: on April 8, Motorola agreed to his terms. According to them, two positions on the board of directors will go to the candidates nominated by him. Moreover, Keith Meister proposed by Icahn is executive director of the Icahn Enterprises group and will take the place of Ed Zander, who is finally leaving Motorola, on the board of directors. The latest news from Motorola was the decision to appoint David Dorman as Chairman of the Board of Directors. However, everyone is still waiting for the May meeting of shareholders, which will decide the further fate of the company. Now it's worth talking about the prospects for Motorola's mobile division. In the history of the mobile industry, there are many examples of mergers and acquisitions of cell phone companies. These are Sony Ericsson, BenQ-Siemens, Alcatel and the current owner of the brand, the Chinese TCL, an example of a year ago with Philips and China Electronics Corporation. However, Motorola's mobile division stands out against their background in scale - after all, it is the third largest player in the market. In fairness, it should be noted that the rumors circulating about the sale of the unit are unlikely to turn out to be a reality. Even after being spun off into a separate company, Motorola Mobile Devices will still be part of "big" Motorola, and the sale of the division is optional. Although the candidates for the purchase, by different sources, really a lot. At the same time, almost all of them, upon closer examination, do not look so convincing. Motorola's mobile division is unlikely to move to cell phone companies: it makes no sense for the leading companies to acquire a weaker brand in order to gain access to certain local markets (USA, China). Second tier companies simply don't have the resources to acquire them, and the inevitable restructuring could plunge them into a crisis as well. Much more expected is the purchase of Motorola's mobile division by companies that are just getting ready to enter the market. But large American corporations and representatives of developing countries (the same Videocon, Chinese companies) may also face various difficulties. Also called one of the most famous brands - Google. Motorola, however, is already part of the Google-led OHA group for Android devices. In addition, the Internet company primarily promotes itself operating system, but not turnkey solutions. In any case, Motorola could just as well release Android devices as an ODM partner. Still, the most realistic option is that Motorola's mobile division will remain independent, at least until it returns to profitability. The first steps in this direction are already visible: a sharp reduction in costs (closure of a number of production facilities, large-scale reductions), the emergence of ODM solutions under the Motorola brand, which are designed to fill the vacuum between their own devices being finalized. So, in April, there was a message about the supply of low-cost 3G phones by Qisda. It's a small world, because Qisda was previously known as BenQ Mobile, all that's left of the alliance with Siemens. With the release of really high-quality and interesting solutions for users in the second half of the year, Motorola can gradually rectify the situation. Previously concluded alliances, agreements, acquisitions of various companies related to services should "shoot". Already today there are examples of the implementation of services in the company's phones - ShoZu, ZuCast and so on. In any case, the near future will show in which direction Motorola will move.

Results

Despite the difficult situation, for Motorola, of course, all is not lost. The separation of the division for the production of mobile phones into a separate company does not mean its sale. Motorola Mobile Devices after the restructuring will remain "under the wing" of the parent company. And even if a hypothetical sale or merger with a telecommunications company goes through, in any case, the Motorola brand, as well as the achievements of its engineers, will be used for a long time to come. However, as a standalone company, Motorola's mobile division has a chance to become profitable again. The cost reductions that are already taking place within the company will reduce the unit's losses. Although at the same time the state will miss some of the employees, including engineers and programmers. "Draining" the structure, concentrating efforts only on key areas can help the company become more flexible and dynamic, albeit on a smaller scale. The expected appearance in the second half of the year of really interesting phones can return the user audience. With a small, but interesting, in-demand product line, Motorola's mobile division, even with today's small market share, could become profitable again. Suffice it to recall the example of Sony Ericsson in 2002-2003: despite its small production capacity and small market share, the company then became profitable thanks to excellent model range, which was built on the basis of a small number of ultimatum solutions. Motorola's numerous acquisitions and recent agreements with UIQ Technology, Kodak, Qualcomm, and others can help in this process. Already in the current models there are examples of the use of services that are relevant for today's user. For example, the photoblogging feature in the Motorola RIZR Z10. All this, under certain conditions, can really help the company rectify the situation. And the last, purely subjective remark - many would not want Motorola to leave the market as an independent unit. After all, it is a symbol of the mobile industry, a living history of cell phones.

Today, at the legislative level, the reorganization of legal entities is allowed. Moreover, this operation can be carried out in various ways.

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But before proceeding with its implementation, it is worth familiarizing yourself with the current legislative norms. There are a lot of nuances and difficult moments.

If mistakes are made during the reorganization, this can lead to the imposition of a fairly serious fine.

Key Aspects

Most of the various difficulties and aspects that arise during the reorganization are primarily related to the legal side, paperwork.

Most often, mistakes are made precisely at the stage of drawing up the charter, entering into the rights of a new institution. Only a close study of the theoretical base will allow them to be avoided.

First of all, it is worth analyzing the following important questions:

  • definitions;
  • for what purpose is it carried out?
  • legal base.

Definitions

The legislative framework affecting the issue of reorganization in the form of separation is quite extensive.

But it should be remembered that in order to understand all the complexities legal documents it will be necessary to understand the terms in advance without fail.

The most significant concepts include the following:

  • reorganization;
  • entity;
  • separation;
  • founders;
  • authorized body;
  • forms of reorganization.

The term "reorganization" refers to some procedure that involves the termination of the legal or other position of the company.

At the same time, depending on the type of procedure being carried out, the resulting legal entities inherit all rights and obligations.

A special reorganization protocol is being formed. It contains information about this.

Legal entity - an enterprise created by the founder or several ( individuals) for commercial purposes.

When registering, the form of maintenance is indicated legal activity and other important points.

It is important to remember that in order to use certain tax regimes, benefits, a legal entity must meet certain requirements. This is often the reason for reorganization.

"Unbundling" is a reorganization procedure, as a result of which the main enterprise completely ceases to exist.

But at the same time, one or several new legal entities arise. They necessarily inherit all the rights and obligations of the main enterprise.

Quite often division is used for the purpose of avoiding or declaring bankrupt.

"Authorized body" - education within legal entity having the right to decide on the reorganization.

In the absence of such an authorized body, all decisions are made by the founder or the meeting of founders (if there are several).

"Forms of reorganization" - procedures of various types, implying a change in the structure of the enterprise. In addition to separation, there is also merging, joining, separating and transforming.

Each type of reorganization has many different kinds of features. It is with this in mind that a certain form of reorganization is chosen.

For what purpose is

Reorganization is a complex process, with many complexities and nuances. Therefore, this procedure requires the existence of really serious grounds.

In most cases, reorganization by division is required in the following cases:

  • increasing competitiveness;
  • reduction of the tax burden;
  • increase in profit;
  • the need to expand areas of activity.

The main reason for this type of procedure is to increase competitiveness.

Often, a company simply does not have the opportunity to take advantage of any benefits, special regimes for various reasons.

For example, because of the form of ownership of the enterprise. In this case, reorganization is carried out according to all the rules. The situation is similar with the process of reducing the tax burden.

The main reason for this is that through reorganization, many companies are trying to avoid paying certain types of taxes.

Step-by-step instruction

The reorganization by division can be carried out independently. But for the implementation of this procedure, it is worth reading the step-by-step instructions.

The reorganization is carried out in several main stages:

  • a meeting of founders is held - at it a separation protocol is formed and a final decision is made;
  • relevant notifications of the upcoming reorganization are drawn up for - debtors, creditors, state regulatory bodies;
  • the place of reorganization and creation of a new enterprise is chosen - usually this legal address old enterprise;
  • preparations are being made directly for the reorganization process itself:
  1. A notification is sent by mail or otherwise to the Federal Tax Service Inspectorate of the separation (corresponding amendments are made to the Unified State Register of Legal Entities).
  2. A complete inventory is in progress.
  3. The publication is carried out in the media - at least once a month.
  4. All creditors must receive appropriate notices.
  5. A split balance sheet is drawn up.
  6. A state fee is paid.
  • after performing all the above actions, the IFTS, if the relevant documents are available, makes changes to a special register;
  • special documents are issued - confirming the fact of separation;
  • it is reported about the registration of the company at the place of the new location - the legal address.

Usually, a reorganization process of this type is completed by a physical separation procedure. It is especially responsible to take all the necessary notices of the reorganization into account.

Each stage discussed above is strictly mandatory. Any errors may result in penalties.

Moreover, if serious mistakes are made in the charter of new enterprises at various stages, liquidation of new legal entities is possible on the basis of a decision by the authorities.

This point is considered in sufficient detail in the Civil Code of the Russian Federation. All possible reasons for such a procedure are listed.

To carry out the procedure of the type in question, it will be necessary to submit to the IFTS a fairly extensive list of mandatory documents.

It includes the following:

  • application according to the unified legislation - moreover, it is necessary to fill out as many such applications as there will be registered persons;
  • constituent documents of a legal entity - the division of which is carried out:
  1. Certificate with TIN.
  2. The company's charter.
  3. OGRN.
  4. Orders for the appointment of CEO.
  5. Statistics codes.
  6. Extract from the Unified State Register of Legal Entities.
  • the decision made on the reorganization of the company by the method of its division;
  • a complete package of all constituent documents of newly created legal entities;
  • copies of publications in the media;
  • appropriately divided balance sheet;
  1. For registration.
  2. For making copies of constituent documents.
  • certificate confirming the absence of debts.

When carrying out the procedure in question, it is necessary to have all the documents indicated above. The absence of at least one makes it impossible to carry out the procedure of the type in question.

What problems might arise?

Most often, problems with the reorganization are associated with the presence of certain claims of other legal entities or state bodies.

Litigation usually occurs for the following reasons:

  • questions arise about the part of the division of the balance sheet, where questions are raised about the distribution of rights and obligations;
  • recognizing as illegal the adoption of a certain decision by the board of founders regarding the reorganization;
  • when transferring property.

It will be possible to avoid the occurrence of litigation and other problems only if all the requirements reflected in the legislation are met.

This is the only way to prevent the appearance of lawsuits and the imposition of penalties.

Nuances for the object

Reorganization in the form of separation is a special procedure that can be implemented in relation to enterprises of any form of ownership.

But during such an event, in some cases, special nuances may arise. First of all, this concerns:

  • limited liability companies (LLC);
  • during the reorganization of a credit institution.

Limited Liability Company (LLC)

There are a few important things to keep in mind when splitting an LLC.

The most significant moments of the division of LLC:

  • all rights and obligations should be evenly distributed among the new organizations;
  • The decision to proceed with this procedure can only be general meeting founders;
  • the charter of new legal entities must be formed;
  • All rights and obligations are distributed in accordance with..

    There are several ways to reorganize a business. As a rule, this is a way out of the financial crisis. But to avoid problems with government bodies need to be properly reorganized.

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    APPLICATIONS AND CALLS ARE ACCEPTED 24/7 and 7 days a week.

    It's fast and IS FREE!

    concept

    Reorganization is the termination of one form of business ownership and the creation of a new one, which entails the emergence of succession relations.

    It can occur in several forms, the choice of which depends on the goals of the reorganization. One such form is separation. That is, the reorganization of a legal entity in the form of division is when new firms are formed on the basis of one legal entity that ceases to exist.

    The "old" enterprise completely ceases its activities, that is, it undergoes a procedure of voluntary liquidation.

    But, the distinguishing feature of separation from liquidation is that the newly formed firms completely “inherit” the rights and obligations of the “old” enterprise in the order of succession.

    Legislation

    1. There is a reorganization in the form of separation based on the norms of civil law. Therefore, it is worth considering the rules
    2. The procedure for this type of reorganization, and the state registration of a new legal entity, takes place on the basis of. It is worth relying on the norms
    3. Succession occurs on the basis of several provisions of tax legislation, namely the Tax Code of the Russian Federation.

    Goals

    As a rule, reorganization by division occurs in order to avoid the liquidation of the enterprise in the process of bankruptcy.

    But there are other goals too:

    • reduction of the tax burden on the enterprise;

      During the separation, several new firms are formed, which can apply different systems of taxation. This will help optimize taxes.

    • increasing competitiveness in the market;

      One enterprise does not have the right to use various tax incentives and special regimes. By unbundling firms, founders can achieve increased competitiveness and sustainability in the marketplace.

    • increase in profit;

      Several new enterprises will be able to bring the founders much more profit if they clearly share industry affiliation between them.

    • expansion of areas of activity.

    What a leader needs to know

    Each leader must clearly understand what reorganization is and how it will take place, because the responsibility for violations of the law lies with the leader.

    In addition, the manager must:

    • take measures for the correct formation of the budget for the division;
    • approve the expenditure budget, including the repayment of debts to creditors, and the collection accounts receivable;
    • make a decision on the succession of the rights and obligations of the "old" company for newly formed enterprises;
    • comply with all rules for the reorganization.

    Video: legal methods

    Options

    In the course of dividing an enterprise into several new firms, it is worth considering the nuances that may arise due to the difference in organizational and legal forms.

    If a reorganization takes place in the form of a division of an LLC, then:

    • all rights and obligations of a “strictly” enterprise are equally distributed among the newly formed enterprises;
    • the decision is made at the general meeting of the founders at 100% positive votes;
    • each "new" legal entity must have a charter.

    If the HOA is reorganized, then:

    • the decision is made at the general meeting of tenants in the presence of ¾ positive votes;
    • it is necessary to comply with the norms of civil and housing legislation ().

    If a credit institution undergoes the reorganization procedure, then:

    • it is necessary to notify the Central Bank of the Russian Federation and go through the procedure under its strict control;
    • should follow the rules

    If reorganized government agency, then it is worth relying on the norms

    Step-by-step instruction of reorganization in the form of separation

    The procedure for the reorganization of an enterprise of any form of ownership must be carried out in strict accordance with the current legislation.

    Employees must be fired or hired by newly formed firms in accordance with the Labor Code of the Russian Federation, and the succession of rights and obligations must occur in accordance with the Tax Code of the Russian Federation.

    That's why step-by-step instruction The reorganization of the enterprise is as follows:

    • hold a general meeting of shareholders, participants or founders;

      At the meeting, the issue of reorganization is decided, a decision is made, which is drawn up in the minutes. If this is an individual entrepreneur or the founder of the company is one, then the meeting does not need to be held, the decision is made unilaterally.

    • it is necessary to issue an order for the enterprise;
    • resolve issues with employees. The "paper" work is handled by the personnel department;
    • till personnel service resolves the issue with employees, the accounting department is engaged in the creation of a separation balance sheet, on the basis of which a transfer act will be drawn up. At this stage, tax audits cannot be avoided;
    • the management of the enterprise must make a publication in the official media source "Bulletin of state registration" about the upcoming reorganization. This is necessary to alert creditors;
    • a reorganization notice must be sent to each creditor and debtor. This is necessary to pay off debts and collect receivables;
    • when all documents are ready, they must be handed over to tax office;
    • then register a new legal entity or several legal entities.

    Decision-making

    To begin the process of dividing the enterprise, it is necessary to convene a meeting of all the founders, shareholders or participants of the company (depending on the form of ownership of the business).

    Depending on the form of the enterprise undergoing reorganization, the number of “for” votes can vary from ¾ to 100% of all participants. If the company has one owner, or an individual entrepreneur is being reorganized, then it is not necessary to convene a meeting, a sole decision is sufficient. Such is the order!

    At the meeting, the participants decide on the termination of the activity of one enterprise, and the beginning of the activity of one or several new enterprises. The decision is drawn up in a protocol, which is signed by all those present.

    The protocol is then sent to the Federal Tax Service for notification.

    Notification

    An enterprise that terminates its activities must notify all creditors of the upcoming reorganization.

    Choice of place of registration

    The place of registration of new enterprises can be any. If it is convenient for the founders, then the newly formed firms can be located not far from the "old" enterprise.

    Then the liquidation and registration can be carried out quite quickly, since the documents will need to be submitted to the same tax office. The address of the new facility may be the address of the "old" facility. So much more convenient!

    Preparing for the process

    But, first of all, you need:

    • make a decision on the reorganization of the enterprise;
    • and also decide how many new firms will be created subsequently, how the rights and obligations of the "old" enterprise will be distributed, whether there will be a separation of business areas or not.

    All this requires the maximum participation of all founders, as well as the development of detailed reports and plans.

    Submission of documents to the MIFNS

    The IRS also needs to be notified.

    During 3 days after the decision on the reorganization is made, it is necessary to send an application to the Federal Tax Service for form P12001. Example

    Based on this application, an entry will be made in the Unified State Register of Legal Entities stating that this enterprise undergoing reorganization.

    After carrying out all the necessary measures to notify creditors, find receivables, draw up a separation balance sheet and a transfer act, you must again submit documents to the tax office.

    This is the final stage of the reorganization. An entry on the liquidation of the enterprise will be made in the Unified State Register of Legal Entities.
    Now you need to register a new or new enterprises.

    Terminating a process

    Simultaneously with the termination of an active one enterprise, a newly created legal entity (or several) begins to operate.

    Registration of a new company is the final stage in the reorganization of the enterprise.

    Main package of documents

    The following documents must be submitted to the FTS:

    1. the application itself for It is necessary to submit as many applications as new legal entities will be registered;

    2. company charter;

    3. constituent documents:

    • certificate of state registration;
    • ORGN;
    • statistics codes;
    • extract from the Unified State Register of Legal Entities.

    4. act of transfer;
    5. the decision of the participants on the reorganization, drawn up in the form of a protocol;
    6. decision on the appointment of the applicant CEO and a copy of the order;
    7. passport of the applicant.
    8. a document confirming that the fee has been paid.

    If the documents are not submitted personally by the applicant, then a notarized power of attorney and a passport of the representative are required.

    Advantages

    Separation of companies has its advantages:

    • tax optimization;

      If the whole process is carried out correctly, and then the system of taxation of new enterprises is correctly chosen, then the tax burden will be significantly reduced.

    • if the enterprise is about to go bankrupt, then the division - the best way its prevention;
    • purchase of new equipment and machinery to increase the competitiveness of new firms in the market;
    • other benefits, depending on the goals of the reorganization.

    Terms and cost

    The terms depend on the amount of work and preparation of documents to be performed by the management of the enterprise.

    But, if there are no problems with creditors and debtors, then the separation occurs within half a year.

    If you deal with the division of the company on your own, then it is not so expensive. If you trust professionals, then you will need to pay for their services.

     

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