The concept and models of mixed reorganization of commercial organizations under the laws of the Russian Federation

Abstract

In this article, the author examines the problematic issues of one of the novels of the civil legislation, namely mixed reorganization of commercial organizations. A critical analysis of this category in the current version of the Civil Code of the Russian Federation is carried out. The author concludes that mixed reorganization should be understood as a way of reorganization, in which legal entities of various legal forms participate or within which they arise, and the possibility to perform the relevant actions depends on whether the existing legislation provides for the possibility of mutual transformation of these organizations. Depending on whether this possibility of a bilateral or unilateral character, mixed reorganization may be either universal (in any combination) or restrictive (it is necessary to take into account the restrictions established by the current legislation). The author believes that for the purpose of legal certainty it is necessary to fix all reorganization chains of possible models of mixed reorganization at the legislative level or in a separate Resolution of the Plenum of the Supreme Court of the Russian Federation, taking into account the prohibition of mixed reorganizations when only non-profit entities arise out of commercial organizations and restrictions of mixed reorganizations when commercial organizations arise out of non-profit organizations, providing this opportunity only on the basis of the federal law in respect of well-determined organizations. 

Keywords:

mixed reorganization, legal entity, commercial organization, non-profit reorganization, transformation