How to split a company between two founders. How to divide a business between partners. Reorganization of an LLC in the form of division - your path to business development

A division is the opposite of a merger, the dismemberment 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;

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

will most likely thrive as a stand-alone company.

A particular form of division is a reduction in investment (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 commodity, 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 refurbishment scheme can be adopted when a company is threatened with liquidation or becoming a takeover target.

Why might a company choose divestiture as a form of structural adjustment? A company considering a divestiture may find this method to be a suitable strategy for themselves for a variety of reasons. These include: .

Ensuring survival... Unprofitable activity of some part of the company can create financial difficulties for the company and, in an extreme situation, jeopardize the entire enterprise. Because of this, attempts may be made to sell a part of the company engaged in this type of activity. When a company is in financial difficulty, it may be necessary to sell off divisions of the company.

Focusing on core activities. The company may feel that it would be more profitable for it to focus on certain key activities in which it has a competitive advantage, rather than getting involved in a wide range of activities, thereby diffusing its efforts. This could force the company to sell off its specific segments in order to shrink to its established core activities.

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

Shrinking the size of the company. For big company it can be difficult to control a variety of activities if the decision-making is slow. It can also be burdened with high administrative costs. If a company shrinks in size, it will likely be able to significantly reduce its overhead costs and respond more quickly to market demands.

69 General characteristics of strategic planning of city and region development

Modern theory and practice have developed a number of general provisions for developing 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 of the socio-economic development of a city and a 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; definition of realizable tasks and goals; formation of programs and action plans.

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

Strategic plan - document playing important role in the development of a city or region. He focuses on the prospects of the region (city) and in each area must 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 as 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 need to be taken. The process of strategic planning is aimed at finding public consensus, at involving a wide range of active persons in decision-making - and hence in their implementation.

The absence of a publicly approved and adopted by the authorities strategy for the development of the region (city) 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 activities of agents of economic activity; social organization of the population's life; political conditions and the effectiveness of local authorities.

The most typical 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, construction and renovation of housing, streamlining land use, maintaining employment at a high level, and solving pressing environmental problems.

Division is one of the most popular forms of LLC reorganization. It is necessary if several founders have different views on the business or if the company wants to distribute the directions of activity among independent enterprises. The separation procedure is simple, but it requires precision in collecting and filling out documents. What features does the reorganization of an LLC have in the form of division 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 division is carried out in accordance with Art. 54 of the Law on LLC. This means that one big company is divided into several smaller ones. At the same time, the parent company is liquidated, leaving behind at least two and at most as many enterprises as the capital allows.

The parent company is liquidated, leaving behind at least two and maximum as many enterprises as desired.

The main consequences of the separation are the creation of several companies with the same rights and responsibilities 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 splitting the company

Among the motives for the division of the company, there are several frequency ones:

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

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

We divide correctly

Divide society with limited liability can be done 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, based on the results of which a deed of transfer is drawn up, notifications of the upcoming meeting are sent to all participants of the meeting (no later than 30 working days).

The founders of the company get together and put the issue of division to a vote. At least 50% of the participants must vote for the reorganization. The decision is fixed by the minutes of the general meeting. The meeting must approve the charters of the 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 for. The only difference is in the new charters for newly created companies and in the requirement for 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 an audit to the LLC, but this is not required condition... Small companies are checked less often, large ones more often.

Step four: lenders

If the division is initiated on the initiative of one participant, the procedure is possible 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 and stitched there.
  3. Accounting report for the last year of the company's operation and deed of transfer.
  4. The charters of new companies in duplicate.
  5. Certificate that you have notified creditors about the upcoming reorganization (you can attach a copy of the publication).
  6. Help from The Pension Fund that the parent company has no debts.
  7. Warranty documentation, which confirms the new legal addresses of the established companies. If the founders of the newly created companies are one by one, then you can take their home address.
  8. Parent company charter.
  9. Copy of TIN and passports of all founders.
  10. Certificate of payment of the state fee.

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 check documents, but sometimes the process can take up to six months.

Difference between stages at various forms reorganization only in additional documents. You can divide a company in five stages, the main thing is to correctly prepare a package of documents and pass a tax audit.

Recently, the mobile phone market has been agitated by rumors around Motorola. Our resource has repeatedly mentioned in the news about the crisis within the company. However, today we can only talk about one fait accompli - 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, etc. merge to form Motorola Broadband & Mobility Solutions. Unlike Home & Network Mobility and Enterprise Mobility Solutions, the company's largest mobile phone division 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 thus causing discontent among Motorola shareholders. Even last year, when the first signs of the crisis appeared (rapid loss of market share, income), they called possible ways development of events. More often than others, suggestions were made about the sale of a division of a telecommunications company. Moreover, rumors even intensified after the appearance of messages about the future division of the company. In our opinion, it is at least premature to talk about such an option. Firstly, this is caused by the scale of Motorola's mobile division, and secondly, by the company's amazing ability to get out of the peak of such crises. And there have been many of them over the long history of Motorola.

A bit of history

In one of our past articles ("Motorola Mobile Devices - History and State of the Art"), the history of the company has already been reviewed. Therefore, here it is worth dwelling only on some key pointsthat echo the current situation. As you know, Motorola has long been a leading manufacturer in various fields, from consumer electronics to semiconductor manufacturing. Moreover, a significant part of the orders came from US government agencies, the Pentagon. At the same time, the creation by Motorola of the first cell phone (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 telecom giant has ended in the last decade. All of this was accompanied by various restructuring 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 losses at the end of the year. As a result, a logical decision was made to restructure the business and cut costs. Translated from the vague language of press releases, this meant a large-scale 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 corresponding divisions. However, for a long time, up to the III quarter of 2002, Motorola suffered losses. In contrast to the current situation, not one, but several divisions were unprofitable. For example, semiconductor manufacturing, wireless communications equipment division, etc. Nevertheless, the production of mobile phones played a significant role in the crisis. Much has something in common with the current state of affairs. As it is today, the division's losses were driven by past successes. "Thanks" to them, the company rested on its laurels, having dropped out of the evolutionary process of phone development for some time. The grandson of Motorola founder Christopher Galvin, who took over the company in 1997, took advantage of StarTAC's phenomenal success. The first mobile phone in the clamshell form factor appeared shortly before and remained a bestseller for several years. However, further development of Motorola's cell phones has slowed somewhat compared to other companies.

By the beginning of the XXI century, mobile phones were no longer just a means of communication. The attention of the growing audience of users was attracted by a variety of entertainment functions, new phone features like color screens, polyphony, and so on. Samsung at this time used its favorite method - the competent development of other people's developments and thereby attracting attention to its 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 reacted rather awkwardly to market changes. For a long time, the company's phones did not have entertainment features, as well as options that became critical for users, such as built-in cameras. And the software filling by the standards of 2001-2002 raised questions. This is where the stories about the uncomfortable, illogical menu of Motorola phones originate from. It is interesting that this myth persists: today you can hear similar conversations, although at least two software platforms (P2K, MOTOMAGX) have already changed. In any case, the stagnation of the turn of the century had a negative impact on the mobile division. As a result, the board of directors forced Christopher Galvin out of office. 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 the monstrous deja vu, found itself in an even more severe crisis. However, in 2004 everything looked completely different.

RAZR - Motorola's Alpha and Omega

To be fair, it should be noted that the foundation for future victories was laid by the previous 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 enterprise remained unprofitable for a long time. Ed Zander, after being approved as CEO of the company, led the division into a separate company. This process, which culminated in the formation of Freescale, helped Motorola to improve the situation. Subsequently, in 2006, Freescale was sold for a record $ 16 billion. Moreover, in addition to semiconductors, during the "directorship" of Zander, the production of automotive electronics was also allocated and sold. By the way, the process was led by Zander's replacement as CEO - Greg Brown. However, much more obvious consequences for the end user were brought by another key decision of the company - the launch of the epoch-making mobile phone Motorola RAZR V3. This product was also not an initiative of Zander himself. Even before his arrival, the concept of the device was proposed by Geoffrey Frost, a legendary person for Motorola. In addition to the RAZR idea, during his tenure as Marketing Director, the famous "rule of three meters" was introduced (it was from this distance that a Motorola phone should be guessed), and the concept of Hello Moto was proposed.

But it was Zander who had the honor to bring the RAZR to the market and build on the success of this industry-leading device. To be fair, it should be noted that in addition to Motorola RAZR V3, other interesting models also appeared on the market in 2004 - clamshells Motorola V300 / V500 / V600, one of the first truly musical phones Motorola E398, an image rotator Motorola V80, which, however , never became widespread. All these worthy devices were built on one software platform - the so-called triplet, since it was first tested on the V300 / V500 / V600 clamshells. The platform took a very long time to prepare for release on the market, it was 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, when the RAZR is mentioned, many people remember its minimum thickness. But that was only one component of success. Another "WOW factor" is the body materials. Motorola has always been an innovator in phone design and materials (clamshell and rotator form factors; steel, soft-touch plastic). The Motorola RAZR V3 phone was the first to massively use anodized aluminum. 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 - over 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 for 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 delivery kit). However, the company has achieved the desired result. Sales of the device have increased even more, RAZRomania has reached its climax. The Motorola V3 phone remained successful for three years, from 2004 to 2006. The company's shareholders were certainly ecstatic - 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 aging rapidly. 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, later on (especially in 2006) the company's lineup consisted mainly of RAZR of all kinds of colors and cosmetic updates to 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 due to the similar appearance. The popular design eventually became boring even for fans, but Motorola continued to churn out all sorts of variations on the RAZR theme. In this case, the same "triplet" platform with minor changes in the interface (different 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. The fashion for thin solutions has captured almost all phone manufacturers (Nokia and Sony Ericsson were the last to react). Samsung was the fastest, using a tried and tested technique. During 2006, the market was flooded with Korean devices, one way or another exploiting the idea of \u200b\u200bsubtlety. It was Samsung that released the thinnest phones, X820, U100. But most importantly, Samsung's thin-phones functionally outperformed Motorola's competitors in most cases, and were often more interesting in appearance. All this negatively affected the sales of American devices. Motorola finds itself in the same situation as it was five years ago. Gradually, users ceased to be interested only in design, the functionality of image solutions became critical. By 2005, many manufacturers realized the importance of photographic, musical solutions, and the presence of smartphones in their product line. Motorola continued to rely on image, leaving functionality secondary. The first phone with autofocus - Motorola MOTO U9 - went on sale only this year (the Motorola RIZR Z10, the company's first full-fledged cameraphone, is about to come out). The successful youth music background Motorola E398 was followed by a deafening failure of its revised version - 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 in the Chinese market. Motorola also managed to "popularize" the slider form factor (thanks to Samsung's efforts). The first mass device of the company, Motorola RIZR Z3, entered the market only in 2006 and went unnoticed. After the collapse of the collaboration between Motorola and Taiwanese ODM-manufacturer of Windows Mobile-devices CMCS, the company switched to the production of smartphones in-house. However, the interesting QWERTY-solution Motorola Q never made it to the European user, settling in the native American market. Its successors appeared on the market too late, when the competition in the segment of Windows Mobile devices became much more intense. The solutions released by Motorola in most cases remained secondary to the RAZR. The lines of SLVR devices (models L7, L7e, L9, as well as budget counterparts L2, L6), PEBL (U6), KRZR (K1, K3) are not even close to the success of Motorola V3. Functionally, none of these phones represented anything new to 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 the jaded users.

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

Prerequisites for the crisis

In 2006, the company's management made a decision to change the strategy. The idea of \u200b\u200bfighting for market share was replaced by the concept of increasing the margin, the income from each sold phone. At the same time, instead of the previous software platform, most of the 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 reasons for the current crisis. Motorola has long been the second largest mobile phone manufacturer in terms of the number of units sold. This was due to the large number of ultra-budget and budget solutions in the company's lineup. In connection with the change in strategy, the most massive C-series Motorola gradually left the market. However, the expected increase in margin did not occur. By 2007, Motorola's products had lost their premium status, and users did not want to overpay for models with outdated functionality and 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 (from 23% by the end of the year it dropped to 13%). A logical result - the American manufacturer lost second place in the world "table of ranks" of Samsung. In parallel with the loss of market share, revenue from sales of phones declined just as quickly. As a result, the net loss for 2007 amounted to nearly $ 49 million. The situation could be corrected by an updated product line. However, she ... was simply not there! 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 market entry of a number of models. Some models were completely canceled, for others the positioning, even designations, changed. As a result, only a few phones have reached the mass user, and today they form a short Motorola lineup. An illustrative example is Motorola Z6. The phone appeared on the market with a long delay. The imbalance of the model line led to constant renaming of the device - initially it was conceived as a fashion continuation of the first slider of the company, Motorola RIZR Z3. Then it was decided to market the phone as a music solution (ROKR line). However, as a result, the prefix MOTO- was added to the name, and the phone went on sale as Motorola MOTOROKR Z6. At the same time, despite the high-quality sound and the presence of a dedicated player control key, the device can hardly be considered a full-fledged musical solution. There is no FM radio, a standard 3.5 mm audio jack, the normal implementation of hot swapping memory cards, etc.

Also, the Motorola MOTOMING A1200e touchscreen device was "transferred" from the Chinese market. 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 spring along with other clamshells of 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 are unlikely to reach the scale of the original RAZR. The RAZR2 failed to get 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 with the release did not allow solving some of the problems - the next Symbian-model - Motorola RIZR Z10 looks much more interesting). And also - another model, which was late with the release of Moto U9, Motorola ROKR E8. All of the above models form the backbone of the company's modern lineup. There is an imbalance in the line, the lack of clearly defined product families, 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.

Is the crisis inside Motorola the beginning of the end?

It should be understood that crisis situation within the company was formed, first of all, due to ineffective management. Motorola's management, which was unable to cope with the decline in interest in the RAZR, was unable to develop a clear plan for further actions in time. By themselves, the current Motorola products have been and remain very high quality in terms of software and hardware stuffing. However, the throwing of the leadership from side to side gradually led to today's deplorable situation. Alarm bells for Motorola rang back in the middle of 2007. At the end of the II quarter, a decrease in turnover was recorded. This was due to a drop in sales of the mobile division. As a result, in July 2007, Stu Reed, who worked for IBM before Motorola, was appointed head of Mobile Devices. It was not possible to fix the situation, the manager worked in his post for only eight months and left the company in March of this year. It is worth noting that the subsequent changes in the leadership have not led to anything either. At the end of the third quarter, the situation became even more depressing. Motorola lost its 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 decline was associated not so much with a change in strategy, but with a loss of user interest, a decrease in sales and profits. As a result, there was a response. 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 companiesproviding services, buying a 50% stake in UIQ Technology, agreements with other players could only produce 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 Motorola "savior" 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. Based on 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 plummeted, 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 of shareholders and further reshuffle in the company's management. So, at the end of January, a new chief was appointed to replace Tom Meredith. cFO - Paul Liska. Interestingly, he had experience selling various companies and their divisions. Well, on January 31, a statement was made about the issue of business restructuring under consideration, 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. Thus, in early February, representatives of Ericsson announced that the company is considering the possibility of acquiring Motorola's mobile division. At the Mobile World Congress held at the same time, Samsung representatives had to disown such speculation. Later, Greg Brown himself rejected rumors about the sale of the production of mobile phones. Unfortunately, no real steps have been taken to improve the situation. In early March, Stu Reed left his post - it was announced that a number of initiatives are associated with him that will develop in the future. However, behind the colorful speeches, there was no concrete 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 has filed a lawsuit against Motorola demanding access to the company's documents. At the same time, an open letter to the Motorola board of directors appeared former employee company, Numair Faraz (Numair Faraz), in which he impartially spoke about the leadership 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 split into two independent enterprises... The unprofitable mobile division will be separated into a separate company until 2009, the other two divisions will be merged into one more company. The decision sparked new speculation about Motorola's fate, as well as the subsequent layoffs in the company as part of an ambitious cost-cutting plan. Along the way, new candidates for the purchase of Motorola appeared. On April 1 (not to be confused with an April Fool's joke), there was a message of interest from India's leading electronics manufacturer, Videocon. A week later, the company sent an official offer to Motorola, enlisting the support of the investment bank UBS. At the same time, active Carl Icahn did not calm down: on April 8, Motorola agreed to his terms. According to them, two posts 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 on the board of directors will take the place of Ed Zander, finally leaving Motorola. The latest news from Motorola was the decision to appoint David Dorman as chairman of the board. However, everyone is still waiting for the May shareholders meeting, which will decide the future of the company. Now it's worth talking about the prospects for Motorola's mobile division. There are many examples of mergers and acquisitions of cell phone companies in the history of the mobile industry. These are Sony Ericsson, BenQ-Siemens, Alcatel and the current brand owner, Chinese TCL, an example of a year ago with Philips and China Electronics Corporation. However, the mobile division of Motorola stands out against their background in scale - after all, it is the third largest player on the market. To be fair, it should be noted that the rumors about the sale of the unit are unlikely to turn out to be reality. Even after spinning off into a separate company, Motorola Mobile Devices will be referred to as the "big" Motorola, the sale of the division is optional. Although candidates for purchase, according to different sources, really a lot. At the same time, almost all of them do not look so convincing on closer inspection. Motorola's mobile division is unlikely to be transferred to cell phone manufacturers: it makes no sense for the leading companies to acquire a weaker brand to gain access to individual local markets (USA, China). The second-tier companies simply do not have the resources to acquire, moreover, the inevitable restructuring may plunge themselves into a crisis. 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) can also face various difficulties. Also called one of the most famous brands - Google. However, Motorola is already part of the Google-led OHA group for Android devices. In addition, the Internet company primarily promotes the operating system itself, and not ready-made solutions... Either way, Motorola might just as well ship Android-based handsets as an ODM partner. Still, the most realistic option seems to be when Motorola's mobile division will remain independent, at least until the return to profitability. The first steps in this direction are already visible: a sharp decrease in costs (closing a number of production facilities, large-scale cuts), 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 inexpensive 3G phones by Qisda. The world is tight, because Qisda was previously known as BenQ Mobile, all that remains of the alliance with Siemens. With the release of really high-quality and interesting solutions to users in the second half of the year, Motorola can gradually rectify the situation. Alliances, agreements, acquisitions of various companies related to services should "shoot". Already today there are examples of implementation of services in the company's phones - ShoZu, ZuCast, etc. In any case, the nearest future will show in which direction Motorola will move.

Outcome

Despite the difficult situation, for Motorola, of course, all is not lost. The spin-off of the mobile phone division into a separate company does not mean its sale. Motorola Mobile Devices will remain "under the wing" of the parent company after the restructuring. And even if a hypothetical sale or merger with a telecommunications company takes place, in any case, the Motorola brand, as well as the achievements of its engineers, will be used for a long time. However, as an independent company, Motorola's mobile division has a chance to become profitable again. The cost savings that are already happening within the company will reduce the division's losses. Although at the same time, the staff will miss a certain part of the employees, including engineers and programmers. Drainage of the structure, focusing 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 could bring back the user audience. If there is a small, but interesting, demanded product line, the mobile division of Motorola, even with today's small market share, can 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 its excellent lineup based on a small number of ultimatum solutions. Motorola can be assisted in this process by its numerous acquisitions and recent agreements: with UIQ Technology, Kodak, Qualcomm and others. Already in the current models there are examples of using services that are relevant for today's user. For example, the photoblogging function in the Motorola RIZR Z10. All this, under certain conditions, can really help the company to rectify the situation. And the last, purely subjective remark - many would not like Motorola to leave the market as an independent unit. After all, this is a symbol of the mobile industry, a living history of cell phones.

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

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But before you start implementing it, you should familiarize yourself with the current legislative norms. There are a lot of nuances and difficult points.

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

Key aspects

Most of the various difficulties and aspects that arise during the reorganization are associated, first of all, with the legal side, the execution of documents.

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

It is worth, first of all, to analyze the following important questions:

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

Definitions

The legal framework affecting the issue of reorganization in the form of division is quite extensive.

But it should be remembered that to understand all the difficulties regulatory documents it will be imperative to understand the terms in advance.

The most essential concepts include the following:

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

The term "reorganization" refers to a 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 reflects information on this matter.

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

When registering, the form of conducting legal activities is indicated, as well as 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 the 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 company.

Often, division is used to avoid or be declared bankrupt.

"Authorized body" - education within legal entityhaving the right to make a decision on 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 of them).

"Forms of reorganization" - procedures of various types, implying a change in the structure of the enterprise. In addition to splitting, there is also merge, attachment, highlighting and transformation.

Each type of reorganization has many different kinds of features. It is with regard to them 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 a really good reason.

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

  • increasing competitiveness;
  • reducing the tax burden;
  • increased profits;
  • the need to expand the scope of activities.

The main reason for carrying out 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, due to the form of ownership of the enterprise. In this case, the 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 taxes.

Step-by-step instruction

The reorganization by division can be carried out independently. But to carry out this procedure, you should read the step-by-step instructions.

The reorganization is carried out in several main stages:

  • a meeting of founders is held - at it the separation protocol is formed and the final decision is made;
  • appropriate notifications about 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 is the legal address of the old enterprise;
  • preparations are being made directly for the reorganization process itself:
  1. A notification is sent by mail or in another way to the Inspectorate of the Federal Tax Service about the separation (the corresponding amendments are made to the USRLE)
  2. A complete inventory is in progress.
  3. Publication in the media is carried out - at least once a month.
  4. All lenders must be notified accordingly.
  5. A split balance is drawn up.
  6. The state fee is paid.
  • after completing all the above actions, the IFTS, in the presence of the relevant documents, makes changes to a special register;
  • special documents are issued - confirming the fact of separation;
  • reported on the registration of the company at the place of its new location - legal address.

Typically, this type of reorganization process ends with a physical separation procedure. It is especially worthwhile to take responsibility for the preparation of all the necessary notifications about the reorganization.

Each step discussed above is strictly mandatory. The presence of any errors may lead to the appointment of fines.

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 of the authorities.

This moment 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 a procedure of this type, it will be necessary to submit to the IFTS a fairly extensive list of mandatory documents.

It includes the following:

  • an application for a unified in the legislation - and it is necessary to fill in 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. Enterprise charter.
  3. OGRN.
  4. Orders for the appointment of the CEO.
  5. Statistics codes.
  6. Extract from the Unified State Register of Legal Entities.
  • the decision on 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;
  • an appropriately split balance sheet;
  1. For registration.
  2. For making copies of constituent documents.
  • certificate confirming the absence of debts.

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

What problems can arise?

Most often, problems with the reorganization are associated with the presence of certain claims from other legal entities or government agencies.

Usually litigation arises for the following reasons:

  • questions arise about the part of the division of the balance sheet, where questions about the distribution of rights and obligations are raised;
  • recognition of the unlawful adoption of a certain decision by the founders' council regarding the reorganization;
  • when transferring property.

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

This is the only way to prevent the emergence of claims, the imposition of penalties.

Nuances for the object

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

But when holding such an event, in some cases, special nuances may arise. This primarily concerns:

  • limited liability companies (LLC);
  • when reorganizing a credit institution.

Limited Liability Company (LLC)

When implementing the division of an LLC, it is imperative to remember some important nuances.

The most significant moments of the division of LLC:

  • all rights and responsibilities should be equally distributed among the new organizations;
  • make a decision to carry out this procedure can only general meeting founders;
  • the charter of new legal entities must be formed;
  • all rights and obligations are allocated in accordance with ..

    There are several ways to reorganize a business. As a rule, this is the way out of the financial crisis. But to avoid problems with government bodies, it is necessary to carry out the reorganization correctly.

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    APPLICATIONS AND CALLS ARE ACCEPTED 24/7 and WITHOUT DAYS.

    It is fast and IS FREE!

    Concept

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

    It can take 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 voluntary liquidation procedure.

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

    Objectives

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

    But, there are other goals:

    • reducing the tax burden on the company;

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

    • increasing competitiveness in the market;

      One company is not allowed to use various tax incentives and special regimes. By dividing firms, founders can improve market competitiveness and resilience.

    • increased profits;

      Several new businesses will be able to generate significantly more profits for founders if the industry is clearly divided between them.

    • expansion of areas of activity.

    What a manager needs to know

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

    In addition, the manager must:

    • take measures to correctly form the budget for the separation;
    • to approve the budget of expenses, 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” firm for newly formed enterprises;
    • comply with all reorganization rules.

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    Options

    During the division of 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 the reorganization takes place in the form of division of LLC, then:

    • all rights and obligations "strictly" of the 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 residents if there is 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 be guided by the norms

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

    Step-by-step instructions for reorganization in the form of separation

    The procedure for reorganizing an enterprise of any form of ownership must take place in strict accordance with applicable law.

    Employees must be dismissed or recruited to 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 FR.

    therefore 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 formalized in the minutes. If this is an individual entrepreneur or a founder of the company, then there is no need to hold a meeting, the decision is made alone.

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

    Decision-making

    To start the process of splitting up an enterprise, it is necessary to gather a meeting of all founders, shareholders or members of the company (depending on the form of business ownership)

    Depending on the type of enterprise that is being reorganized, the number of votes “for” can range from ¾ to 100% of all participants. If the company has one owner, or an individual entrepreneur is reorganized, then it is not necessary to collect a meeting, a sole decision is sufficient. This is the order!

    At the meeting, a decision is made by the participants on the completion of the activity of one enterprise, and the beginning of the activity of one or several new enterprises. The decision is made into 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 ceases to operate must notify all creditors of the impending reorganization.

    Choosing a place of registration

    The place of registration of new enterprises can be anyone. 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 business can be the address of the "old" business. It's much more convenient that way!

    Preparation for the process

    But, first of all, it is necessary:

    • 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 division of business areas or not.

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

    Submission of documents to the MIFNS

    The tax office also needs to be notified.

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

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

    After all the necessary measures have been taken to notify creditors, search for receivables, draw up a separation balance sheet and a deed of transfer, 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 new or new businesses.

    Completion of the 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 Federal Tax Service:

    1. the application itself 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 director general and a copy of the order;
    7. passport of the applicant.
    8. 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 the representative's passport are required.

    Benefits

    The separation of companies has its advantages:

    • optimization of taxation;

      If you carry out the whole process correctly, and then correctly choose the taxation system for new enterprises, then the tax burden will significantly decrease.

    • if the company is planning bankruptcy, then the division - the best way preventing it;
    • purchase of new equipment and technology to increase the competitiveness of new firms in the market;
    • other benefits, depending on the goals of the reorganization.

    Time and cost

    The timing depends on the amount of work and preparation of documents to be carried out by the company's management.

    But, if there are no problems with creditors and debtors, then the separation takes place within six months.

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

     

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