Article 60.2. Deeming the Re-Organisation of a Corporation as Not Having Taken Place

1. On a demand of a participant in a corporation that has voted against the taking of a decision on re-organisation of that corporation or has not participated in voting on that issue the court may deem the re-organisation as not having taken place in cases when a decision on re-organisation has not been taken by the participants in the re-organised corporation, and also if the documents filed for the purposes of state registration of the legal persons formed by means of the re-organisation contained knowingly unreliable information on the re-organisation.

2. A court's decision on deeming a re-organisation as not having taken place shall entail the following legal consequences:

1) the legal persons which had existed before the re-organisation are reinstated with simultaneous termination of the legal persons which have been formed as a result of the re-organisation, with entries being made accordingly in the comprehensive state register of legal entities;

2) the transactions of the legal entities which have been formed as a result of the re-organisation with the persons which relied in a bona fide manner on legal succession shall remain effective for the re-established legal persons which are joint debtors and joint creditors in such transactions;

3) the transfer of rights and duties shall be deemed as not having taken place, and in this case the delivery (of payments, services etc.), which has taken place for the benefit of a legal person formed as a result of the re-organisation by debtors relied in a bona fide manner on legal succession on the side of the creditor, shall be deemed as taken place for the benefit of the rightholder. If the property (assets) of one of the legal persons involved in the re-organisation has been used to perform the duties of another of them which have been transferred to a legal person formed as a result of the re-organisation then the relationships of said persons are subject to the rules concerning the obligations due to unfounded enrichment (Chapter 60). The disbursements that have taken place may be disputed by an application of the person whose resources have been used to effectuate them, if the recipient of the delivery knew or had to know about the illegal nature of the re-organisation;

4) the participants in the legal person that had existed earlier shall be deemed the holders of stakes in that in the amounts they had before the re-organisation, and in the event of change of participants in the legal person in the course of such re-organisation or upon the completion thereof the stakes of the participants in the legal entity that had existed earlier shall be returned to them according to the rules envisaged by Item 3 of Article 65.2 of the present Code.