Civil Code, N 51-FZ | Art. 60 Civil Code of the Russian Federation

Article 60 of the Civil Code of the Russian Federation. Guarantees of the rights of creditors of a reorganized legal entity (current version)

1. Within three working days after the date of the decision on the reorganization of a legal entity, it is obliged to notify in writing the authorized state body that carries out state registration of legal entities about the start of the reorganization procedure, indicating the form of reorganization. If two or more legal entities participate in the reorganization, such notification is sent by the legal entity that last made the decision on reorganization or determined by the decision on reorganization. Based on such notification, the authorized state body carrying out state registration of legal entities makes an entry in the unified state register of legal entities stating that legal entities are in the process of reorganization.

The reorganized legal entity, after making an entry in the unified state register of legal entities about the beginning of the reorganization procedure, twice with a frequency of once a month, publishes a notice of its reorganization in the media in which data on the state registration of legal entities is published. If two or more legal entities participate in the reorganization, a notice of reorganization is published on behalf of all legal entities participating in the reorganization by the legal entity that last made the decision on reorganization or determined by the decision on reorganization. The notice of reorganization contains information about each legal entity participating in the reorganization, created or continuing to operate as a result of the reorganization, the form of reorganization, a description of the procedure and conditions for creditors to submit their claims, and other information provided by law.

The law may provide for the obligation of a reorganized legal entity to notify creditors in writing of its reorganization.

2. A creditor of a legal entity, if its rights of claim arose before the publication of the first notice of the reorganization of the legal entity, has the right to demand in court early fulfillment of the corresponding obligation by the debtor, and if early fulfillment is impossible, termination of the obligation and compensation for related losses, except for cases established by law or by agreement of the creditor with the reorganized legal entity.

Demands for early fulfillment of an obligation or termination of an obligation and compensation for losses may be submitted by creditors no later than thirty days after the date of publication of the last notice of the reorganization of a legal entity.

The right provided for in paragraph one of this paragraph is not granted to a creditor who already has sufficient security.

Requirements submitted within the specified period must be fulfilled before the completion of the reorganization procedure, including by depositing the debt in the cases provided for in Article 327 of this Code.

The creditor has no right to demand early fulfillment of the obligation or termination of the obligation and compensation for losses if, within thirty days from the date the creditor presents these demands, he is provided with security recognized as sufficient in accordance with paragraph 4 of this article.

Presentation of claims by creditors on the basis of this paragraph is not grounds for suspending the reorganization procedure of a legal entity.

3. If a creditor who has demanded, in accordance with the rules of this article, early fulfillment of an obligation or termination of an obligation and compensation for losses, such fulfillment is not provided, losses are not compensated and sufficient security for the fulfillment of the obligation is not offered, joint and several liability to the creditor along with legal entities created as a result reorganization are borne by persons who have the actual ability to determine the actions of reorganized legal entities (clause 3 of Article 53.1), members of their collegial bodies and a person authorized to act on behalf of the reorganized legal entity (clause 3 of Article 53), if they, by their actions (inaction) contributed to the onset of the specified consequences for the creditor, and in case of reorganization in the form of separation, the reorganized legal entity also bears joint and several liability to the creditor along with the specified persons.

4. The security offered to the creditor for the fulfillment of the obligations of the reorganized legal entity or compensation for losses associated with its termination is considered sufficient if:

1) the creditor agreed to accept such security;

2) the creditor has been issued an independent irrevocable guarantee by a credit organization, the creditworthiness of which does not raise reasonable doubts, with a validity period of at least three months exceeding the term of fulfillment of the secured obligation, and with the condition of payment upon presentation by the creditor of claims to the guarantor with the attachment of evidence of non-fulfillment of the obligation of the reorganized or reorganized legal entity.

5. If the transfer act does not allow determining the successor to the obligation of the legal entity, and also if it follows from the transfer act or other circumstances that during the reorganization the assets and liabilities of the reorganized legal entities were distributed in bad faith, which led to a significant violation of the interests of creditors, the reorganized legal entity and the created as a result of reorganization, legal entities bear joint liability for such an obligation.

Section I. GENERAL PROVISIONS

Subsection 2. PERSONS

Chapter 4. LEGAL ENTITIES

§ 1. Basic provisions

Article 60. Guarantees of the rights of creditors of a reorganized legal entity

1. A legal entity, within three working days after the date of the decision on its reorganization, is obliged to notify in writing the body carrying out state registration of legal entities about the start of the reorganization procedure, indicating the form of reorganization. If two or more legal entities participate in the reorganization, such notification is sent by the legal entity that last made the decision on reorganization or by a certain decision on reorganization. Based on this notification, the body carrying out state registration of legal entities makes an entry in the unified state register of legal entities that the legal entity (legal entities) is (are) in the process of reorganization.

The reorganized legal entity, after making an entry in the unified state register of legal entities about the beginning of the reorganization procedure, twice with a frequency of once a month, places a notice of its reorganization in the media in which data on the state registration of legal entities is published. If two or more legal entities participate in the reorganization, a notice of reorganization is published on behalf of all legal entities participating in the reorganization by the legal entity that last made the decision on reorganization or a certain decision on reorganization. The notice of reorganization contains information about each legal entity participating in the reorganization, created (continuing activities) as a result of the reorganization, the form of reorganization, a description of the procedure and conditions for creditors to submit their claims, and other information provided by law.

2. A creditor of a legal entity, if its rights of claim arose before the publication of the notice of reorganization of the legal entity, has the right to demand early fulfillment of the corresponding obligation by the debtor, and if early fulfillment is impossible, termination of the obligation and compensation for related losses, except for cases established by law.

3. A creditor of a legal entity - an open joint-stock company, reorganized in the form of a merger, annexation or transformation, if its rights of claim arose before the publication of a notice on the reorganization of the legal entity, has the right to judicially demand early fulfillment of an obligation for which this legal entity is the debtor, or termination of obligations and compensation for losses if the reorganized legal entity, its participants or third parties do not provide sufficient security for the fulfillment of relevant obligations.

The claims specified in this paragraph may be presented by creditors no later than 30 days from the date of the last publication of the notice of reorganization of the legal entity.

The demands made by creditors do not entail the suspension of actions related to the reorganization.

4. If demands for early fulfillment or termination of obligations and compensation for losses are satisfied after the completion of the reorganization, legal entities newly created as a result of the reorganization (continuing activities) bear joint liability for the obligations of the reorganized legal entity.

5. The fulfillment by the reorganized legal entity of its obligations to creditors is ensured in the manner established by this Code.

If the obligations to the creditors of the reorganized legal entity - the debtor are secured by a pledge, such creditors do not have the right to demand the provision of additional security.

6. Features of the reorganization of credit organizations, including the procedure for notifying the body carrying out state registration about the beginning of the procedure for reorganizing a credit organization, the procedure for notifying creditors of reorganized credit organizations, the procedure for creditors submitting demands for early fulfillment or termination of relevant obligations and compensation for losses, as well as the procedure for disclosing information affecting the financial and economic activities of the reorganized credit organization are determined by the laws regulating the activities of credit organizations. In this case, the provisions of paragraphs 1 - 5 of this article do not apply to credit institutions.

Liquidation of a legal entity - procedure aimed at terminating a legal entity without transfer of rights and obligations in the order of succession to other persons (clause 1 of article 61 of the Civil Code).

The legislator, formulating the concept of “liquidation”, thus, by the absence of legal succession, did not mean the absence of any, but only universal succession, since the liquidation procedure itself does not exclude singular (partial) succession, i.e. transfer of certain rights and obligations of a liquidated legal entity to other persons. Thus, the rights of a liquidated legal entity may pass to its creditors as a result of settlements with them. As for its founders (participants), in a number of cases they can also “inherit” both its rights (receiving residual property, i.e. property remaining after settlements with creditors - the so-called liquidation value, or quota), and his duties (responsible in a subsidiary manner for his obligations to creditors).

The fundamental difference between liquidation and any form of reorganization:

• lack of universal succession.

A legal entity can be liquidated (liquidation procedure):

• voluntarily - by decision of its founders (participants) or an authorized body (including in connection with the expiration of the period for which it was created and the achievement of the purpose for which it was created);
• involuntarily (forced)- on the initiative of authorized state or municipal bodies and by court decision (in case of gross and irreparable violations of the law, in other cases provided for by the Civil Code, see, for example, Articles 81, 86).

The court may assign liquidation responsibilities to the founders (participants) of a given legal entity or its body. When these persons fulfill the obligation assigned to them, the liquidation is forced; in all other cases, the court appoints the liquidator itself, and the liquidation in this case is forced (clauses 2, 3 of Article 61 of the Civil Code).

Grounds for liquidation of a legal entity:

1. decision of its founders(participants) or a body of a legal entity authorized to do so by the constituent documents, including in connection with the expiration of the period for which the legal entity was created, with the achievement of the purpose for which it was created (clause 2 of Article 61 of the Civil Code);
2. court decision on a claim by a state body or local government:
   • in case of recognition as a state registration of a legal entity is invalid, including in connection with gross violations of the law committed during its creation, if these violations are irreparable;
   • in the case of a legal entity carrying out activities without proper permission (license) or in the absence of mandatory membership in a self-regulatory organization or a certificate of admission to a certain type of work required by law, issued by a self-regulatory organization;
   • in case of implementation by a legal entity activities prohibited by law, or in violation of the Constitution of the Russian Federation, or with other repeated or gross violations of the law or other legal acts;
   • in the case of systematic implementation by a public organization, social movement, charitable and other foundation, religious organization activities contrary to the statutory goals such organizations;
3. at the claim of the founder (participant) of a legal entity if it is impossible to achieve the goals for which it was created, including if the implementation of the activities of the legal entity becomes impossible or significantly hampered;
4. in other cases provided for by law (for example, in connection with violation of exclusive rights - Article 1253 of the Civil Code of the Russian Federation).

Procedure for liquidation of a legal entity

The founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity:

1. appoint a liquidation commission (liquidator) and
2. establish the procedure and terms of liquidation in accordance with the law.

The procedure for liquidation of a legal entity is established by Art. 63 of the Civil Code of the Russian Federation and includes the following actions of the liquidation commission (liquidator):

1. Publication in the media of a message about its liquidation and the procedure and deadline for filing claims by its creditors. This period cannot be less than two months from the date of publication of the notice of liquidation.
2. Taking measures to identify creditors and collect receivables.
3. Notification in writing to creditors of the liquidation of a legal entity.
4. Drawing up (after the deadline for submitting claims) an interim liquidation balance sheet, which contains:
   • information on the composition of the property of the liquidated legal entity,
   • a list of claims presented by creditors, the results of their consideration, as well as
   • a list of demands satisfied by a court decision that has entered into legal force, regardless of whether such demands were accepted by the liquidation commission.
5. Approval of the interim liquidation balance sheet by the founders (participants) of a legal entity or the body that made the decision to liquidate the legal entity. In cases established by law, the interim liquidation balance sheet is approved in agreement with the authorized state body.

In case of initiation of insolvency (bankruptcy) proceedings of a legal entity, its liquidation, carried out according to the rules of the Code, is terminated and the liquidation commission notifies all creditors known to it about this. Claims of creditors in the event of termination of liquidation of a legal entity upon initiation of proceedings on its insolvency (bankruptcy) are considered in the manner established by the legislation on insolvency (bankruptcy).

More information about the liquidation procedure

An entity that has made a decision to liquidate is obliged to notify the registration (tax) authority about this in writing in order to make a record in the unified state register of legal entities that this legal entity is in the process of liquidation (clause 1, article 62 of the Civil Code, clause 1 Article 22 Federal Law of 08.08.2001 N 129-FZ “On state registration of legal entities and individual entrepreneurs”).

Rights of creditors upon liquidation of a legal entity

• First of all, the claims of citizens who are creditors of banks under bank deposit and (or) bank account agreements concluded with them are satisfied, as well as the claims of the organization performing the functions of compulsory deposit insurance in connection with the payment of compensation for deposits in accordance with the Law on Deposit Insurance citizens in banks and the Bank of Russia.

Principles of consistency and proportionality:

the possibility of simultaneously satisfying the claims of creditors of different priority levels is excluded:

1. the requirements of each queue are satisfied only after the requirements of the previous queue are fully satisfied (the principle of consistency);
2. if the property of a legal entity is insufficient, it, as a general rule (unless otherwise provided by law), is distributed among the creditors of the corresponding priority in proportion to the amounts of claims to be satisfied (clauses 2, 3 of Article 64 of the Civil Code).

1.65

Liquidation of a legal entity

Types of termination of legal entities

5. Reorganization of a legal entity

7. Bankruptcy of a legal entity

1. Emergence of a legal entity consists of two stages: . creation of a legal entity (in the narrow sense of the word);

State registration of a legal entity, from the moment of which the legal entity is considered created.

Most common appearance-normative procedure creation of legal entities: a legal entity is created on the initiative of the founders, and

When registering, the competent state body only checks compliance with the established procedure for submitting documents and their compliance with the law.

2. Grounds for termination of legal entities:

voluntary, that is, termination by decision of the body of the legal entity authorized to do so by the constituent documents (in certain cases with the permission of the competent state body);

administrative:

- by decision of the founders (participants) of the legal entity;

By decision of the competent government authority;

By the tribunal's decision.

3. Types of termination of a legal entity:

. reorganization - termination of a legal entity with the transfer of its rights and obligations in the order of legal succession to another legal entity (previously existing or newly created); . liquidation- complete termination of a legal entity without the transfer of its rights and obligations to anyone.

Entity considered terminated from the moment of state registration of its reorganization or liquidation. This is preceded by a long preparatory period, which necessarily includes recording the property of the legal entity, notifying creditors and satisfying their interests.

4. Types of liquidation of a legal entity:

. with the distribution of the remaining property between the founders(participants) of a legal entity (liquidation of business companies and partnerships, cooperatives);

. with the transfer of the remaining property to the owner(unitary enterprises and owner-financed institutions);

. with the transfer of the remaining property for the purposes specified in the constituent documents of the legal entity(public and religious associations, foundations).

5. Types of reorganization of legal entities:

merger - the emergence of one new one instead of several old legal entities;

accession - merger of one legal entity into another;

division - the emergence of several new ones instead of one old legal entity;

allocation - separation of a new legal entity from a legal entity without terminating the old one;

transformation - change in the organizational and legal form of a legal entity.

6. Guarantees of creditors' rights upon termination of a legal entity: . mandatory notification of creditors;

The right of creditors to demand termination or early fulfillment of obligations with compensation for losses caused by this; . joint liability of newly formed legal entities for the obligations of the reorganized legal entity, if the separation balance sheet does not make it possible to determine the legal successor.

7. If a legal entity is unable to satisfy the demands of all creditors, then it may be declared bankrupt which entails its liquidation. Solution The declaration of bankruptcy can be made by the court or by the legal entity itself together with its creditors. Any commercial organization (except for a state-owned enterprise), as well as a consumer cooperative and a charitable or other foundation (Article 65 of the Civil Code) can be declared bankrupt. Relations related to the bankruptcy of a legal entity are regulated by the Law of the Russian Federation “On Insolvency (Bankruptcy)” dated January 8, 1998 No. 6-FZ.

The following measures may be applied to a faulty debtor:

reorganization procedures (aimed at improving the health of the enterprise):

- external control, carried out by an arbitration manager who is appointed by the arbitration court;

- rehabilitation, that is, the provision of financial assistance to an enterprise by its owner, creditors or other persons;

settlement agreement;

liquidation procedures.

Features of liquidation of a legal entity due to bankruptcy:

Impossibility of fully satisfying the claims of all creditors of the bankrupt;

The established priority for satisfying the claims of the bankrupt’s creditors (see Article 46 of the Civil Code);

Proportional satisfaction of the claims of creditors of the same priority.

Question 17. Classification of legal entities

/. Commercial and non-profit organizations

Financial relationships in modern society rarely exist without loans. However, what to do if creditors have allocated certain funds to an organization that is subject to reorganization?

Issues of this nature are considered in Article 60 of the Civil Code of the Russian Federation. It clearly indicates all the principles of working with a reorganized legal entity, as well as the main obligations and rights of participants in loan agreements.

Procedure for notifying the registration authority about reorganization

In accordance with current legislation, namely Art. 60 of the Civil Code of the Russian Federation, during reorganization, a legal entity is obliged to notify not only its creditors of the upcoming procedure, but also the state body that keeps records.

After a decision on reorganization was made at the general meeting, this information must be conveyed to government authorities within three days. To do this, it is necessary to draw up an appropriate notification in writing and attach to it documentation confirming the need for this procedure.

After receiving the notification, the Federal Tax Service, whose responsibility will be to register the decision on reorganization, will make a corresponding entry in the state register. Over the next period of time, while the reorganization process itself takes place, government control authorities ensure that the procedure occurs without violations.

During the reorganization process, the legal entity in respect of which this process was introduced is obliged to inform others about the introduction of new rules.

To achieve this, the law provides for mandatory publication of information about the reorganization in the media at least once a calendar month.

It is worth noting that the obligation to notify all creditors of the legal entity in respect of which the reorganization procedure has been launched lies with the company itself. The body that controls the process and performs the function of a registering institution does not notify creditors of this procedure.

His responsibility is only to register the reorganized legal entity and monitor compliance with all norms of the current legal framework.

Methods for repaying creditors' claims by the debtor during the reorganization process

In accordance with current legislative norms, it is established that the reorganization procedure does not allow a legal entity to evade its obligations.

In accordance with the basic norms of the law, after making a decision on reorganization, a legal entity must, within 5 working days, notify all creditors who invested their personal funds in the development of the company. At the same time, a creditor whose rights of claim accrued before the publication of data on the reorganization of a legal entity has the right to demand fulfillment of debt obligations by applying to the courts.

If a legal entity is unable to fulfill all the obligations assigned to it, then in this case the termination of obligations and compensation for all losses associated with it may be established.

Based on this, we can conclude that in the event of a reorganization of a legal entity, its creditors have the right to demand fulfillment of financial obligations from it. However, this is only possible in cases where the lender has a guarantee in hand, which establishes the basic provisions of the financial relationship between the lender and the borrower.

As for creditors whose obligations have not yet been fulfilled, the debt to them will be repaid by an already reorganized legal entity, which will become the legal successor of the former organization and inherit all financial obligations from it.

Deadlines for full repayment of creditors' claims

As for the terms determined for the repayment of all financial claims of creditors in relation to the reorganized organization, they will entirely depend on the terms of the agreement on the basis of which the relationship between the lender and the borrower was fixed.

Based on this, it follows that all financial obligations of the reorganized legal entity will be fulfilled in accordance with the time intervals of the agreements. An exception will be made only for those creditors whose right to demand repayment of the loan arose at the time when the reorganization had not yet been established in relation to this company.

In any case, all responsibilities for repaying financial obligations to creditors will be transferred to a new organization that will be created during the reorganization process. As a legal successor, it will be obliged to fulfill all claims of creditors related to financial security, but provided that, in accordance with the agreements, the deadline for fulfilling obligations has arrived.

Requirements that must be met by the debtor's security provided to the creditor

In accordance with current legislative norms, a special regime is established for dealing with the debts of reorganized joint-stock companies upon termination or change in the terms of agreements between them, in respect of which slightly different rules and recommendations will apply. Clause 3 of Article 602 of the Civil Code of the Russian Federation provides that creditors receive the right to early demand for repayment of debt in the following situations:

• If the legal entity in respect of which the reorganization procedure was initiated has not provided any guarantees for the timely repayment of financial obligations;
• If the right to demand the return of the creditor's borrowed funds arose earlier than notification of the start of the reorganization procedure;
• If a legal entity is reorganized through merger, accession or transformation.

In this situation, all requirements for the legal entity must be completed within 30 days from the date of the last publication in the press of data on the start of the reorganization. This rule is due to the fact that the presence of security for the creditor’s rights does not guarantee their satisfaction, therefore it is necessary to follow this path in order to resolve all controversial issues regarding the financial side of the reorganization process.

At the same time, it is also worth paying attention to the fact that the claims of creditors cannot affect the suspension of the reorganization procedure of a legal entity. Therefore, most often the court satisfies all financial requirements when the reorganization procedure has already been completed. In such a situation, obligations to the creditor remain unchanged.

The only difference is that they will be executed by a new reorganized legal entity, to which all obligations of the former organization will be transferred.

Guarantees of the rights of creditors of a reorganized legal entity are confirmed at the highest legislative level.

And therefore, a legal entity will be obliged to fulfill all obligations assigned to it, otherwise subsidiary liability may arise.

The role of subsidiary liability in case of failure to fulfill obligations to the creditor

In some situations, financial claims by creditors against the borrower arise. As a rule, they are associated with failure to fulfill obligations that are confirmed by a valid contract.

If such a situation arises, then, in accordance with the fundamental innovations of civil law, the creditor receives the right to bring the reorganized legal entity to subsidiary liability.

Thus, in accordance with the basics of the process of subsidiary liability, the obligation to repay financial loans can be transferred to the founders of the organization, the company’s managers, or any person who controls the activities of the reorganized structure.