Restructuring of a legal entity by spin-off and creation of subsidiary enterprises as business development

Economy and management of the enterprise

The article considers the problem of business restructuring through reorganization of commercial corporate organizations in the form of spin-off and creation of subsidiary economic companies. The analysis showed that the choice and appropriateness of restructuring methods is not obvious (in some cases it is preferable to reorganize the legal body in the form of a spin-off, and in some to establish a subsidiary). We have discussed the issues of the authorized capital formed by the legal entity, the fair distribution of assets and liabilities between the reorganized and newly created entities. These issues are considered for the main organizational and legal forms of entrepreneurial activity that are commercial corporate organizations, primarily for the most common of them, limited liability companies (LLCs). The advantages and disadvantages of each of the mechanisms were discussed. These mechanisms or their elements are often confused in practice and even in publications, so we have deemed it necessary to understand what the spin-off of a company means in reorganization, and what is the creation of a subsidiary economic company, and also to compare them and give recommendations on their application. The article systematizes the goals of restructuring, provides a comparative description of these methods of restructuring and recommendations for their application. One of the most urgent problems of reorganization of companies in the form of spin-off is considered, i.e., the formation of authorized capital of the newly created company. The issue of forming authorized capital during spin-off reorganization is the most common organizational and legal form for limited liability companies (LLCs), which by various estimates account for more than 90 % of all commercial organizations in Russia. The main focus was on the difference in restructuring of an LLC by creating subsidiaries and spin-off reorganization, options for forming the authorized capital of the newly created companies, the distribution of rights and obligations between the reorganized and established companies. The results obtained in this study will allow entrepreneurs to understand the problem, make the right decision when choosing the method of restructuring, avoid mistakes in the reorganization primarily when forming authorized capital and distributing the rights and obligations that may affect taxation and relationships with counterparties and founders. Tax officers and auditors can use the recommendations in the paper to understand what to focus on during inspections of reorganized and established economic societies.