Article 57. Reorganisation of the Legal Entity

1. The re-organisation of a legal person (merger, accession, division, separation, transformation) may be carried out by a decision of its founders (participants) or the legal person's body that is empowered to do so by the constitutive document.

It is admissible that a legal person is re-organised with the various forms of re-organisation envisaged by Paragraph 1 of the present item being simultaneously combined.

The re-organisation with the participation of two or more legal persons, for instance those formed in different organisational legal forms, is admissible if the present Code or another law envisages the possibility of transformation of a legal person of one of such organisational legal forms into a legal person of the other of these organisational legal forms.

Restrictions may be established by a law on the re-organisation of legal persons.

The details of re-organisation of credit, insurance, clearing organisations, specialised financial associations, specialised project financing associations, professional participants in the securities market, joint stock investment funds, the managing companies of investment funds, of unit investment trusts and of non-state pension funds, non-state pension funds and other non-credit financial organisations and joint stock companies of employees (people's enterprises) shall be defined by the laws regulating the activities of such organisations.

2. In the law-stipulated cases, the reorganisation of the legal entity in the form of its division or of the branching off from its structure of one or of several legal entities, shall be effected by the decision of the authorized state bodies or by the court decision.

Unless the founders (participants) of the legal person, the body empowered by them or the legal person's body empowered to carry out re-organisation by its constitutive document complete the re-organisation of the legal person within the term defined in the decision of the empowered state body then a court on a complaint of said state body shall appoint in the procedure established by a law a qualified receiver of the legal person and shall order him to carry out the re-organisation of the legal person. From the time of appointment of the qualified receiver he acquires the powers to manage the affairs of the legal person. The qualified receiver shall act in the name of the legal person in a court, draw up a deed of transfer and hand it over to the court to be considered together with the constitutive documents of the legal persons formed as a result of the re-organisation. The court's decision on endorsement of said document shall serve as grounds for the state registration of the newly formed legal persons.

3. In the law-stipulated cases, the reorganisation of the legal entities in the form of the merger, affiliation or transformation shall be effected only upon the consent of the authorized state bodies.

4. The legal entity shall be regarded as reorganised, with the exception of the cases of reorganisation in the form of affiliation, from the moment of the state registration of the legal persons formed as a result of the re-organisation.

In case of the reorganisation of the legal entity in the form of another legal entity's affiliation to it, the former shall be regarded as reorganised from the moment of making an entry about the cessation of activity of the legal entity, affiliated to it, into the State Register of the Legal Entities.

The state registration of the legal person formed as a result of the re-organisation (if several legal persons are registered, of the first in terms of time of state registration) is not admissible before the expiry of the relevant term for taking appeal from the decision on re-organisation (Item 1 of Article 60.1).