Reorganisation and liquidation: facing creditors
The Law of 13.11.2023 N 312-Z "On Amendments to Codes" was adopted. It introduces comprehensive amendments to the Civil Code, including those related to reorganisation and liquidation (to become effective from 19.11.2024).
These changes will complicate the life for unfair debtors who transferred debts to reorganized companies without assets, repeatedly started and exited liquidation, leaving creditors without money.
Main changes are the following:
1. The term for notifying creditors of reorganization is 10 business days from the date of the decision on reorganization.
2. Creditors shall submit claims no later than 30 days from the appearance of information about the reorganization on the web portal of the State Register of Companies.
3. These claims must be fulfilled before the reorganization is completed.
4. Joint and several (one for all and all for one) liability for the debts of the reorganized company is established if:
- it is impossible to determine the legal successors according to the dividing balance sheet;
- the interests of creditors have been substantially violated by unfair distribution of property;
- a creditor was not notified of the reorganization in time and because of this was unable to submit its claims.
5. Joint and several liability shall be borne by:
- the reorganized legal entity;
- companies created as a result of reorganization;
- shareholders of such companies, directors and other managing persons, if they contributed to unfavorable consequences for the creditor.
6. In liquidation, the due date for fulfillment of obligations to creditors shall be from the moment of commencement of liquidation, and shall not change even if the debtor in liquidation withdraws from liquidation.