Labor relations when changing the owner of the organization’s property, changing the jurisdiction of the organization, its reorganization

general information

Reorganization of a legal entity means its liquidation with the subsequent formation of a new one, which is its legal successor.

In some cases, several companies are liquidated at once in order to create one large one. In others, on the contrary, one company is divided into many small ones.

Russian legislation allows for reorganization in five ways:

1. Merger.
2. Absorption.
3. Selection.
4. Separation.
5. Change of organizational and legal form.

A merger is considered a form of reorganization of several enterprises at once, whose owners decided to merge into one company.

Takeover , also called annexation, is a form of reorganization in which one company takes over another, becoming its successor.

Spin-off is when the owners of a company decide to create one or more new companies on its basis, allocating to them the property of the previous company, giving them part of the responsibilities.

Division is very similar to spin-off, the only difference is that the old company is destroyed, and in its place several new ones arise, which are successors to varying degrees.

Transformation occurs when the old organizational and legal form of the enterprise has exhausted itself and is not suitable for the development of the company. Then the owners decide to change it, liquidating not even the enterprise itself, but its old order of organization. For example, if the owners of an LLC want to transform the company into an OJSC.

How to understand what is happening - reduction or reorganization? According to Article 75 of the Labor Code, reorganization itself cannot be considered a reason for dismissals .

But at the same time, they are almost always accompanied by them, because the new organization does not need two identical staff positions or it does not need any position at all.

Downsizing and reorganization predominantly occur together during acquisitions and divisions, and is much less common in other forms of reorganization.

Reduction during reorganization

Once the decision to reorganize has been made, provide notice to your employees. This is not mandatory, but it is necessary for employees to familiarize themselves with the new working conditions .

Those who do not agree with them are subject to dismissal; you will have time to make a corresponding entry in the work book for everyone.

After this, you need to write an order to reduce staff.

It provides a reference to the specific meeting of the board of directors or other governing body where the decision to reorganize was made.

After this, it is indicated which positions and in what quantity are subject to reduction. A person responsible for all this is appointed and a commission is assembled to monitor the progress of the reductions.

The head of the commission is obliged to draw up and send notices of layoffs to employees . Each notice must contain the employee’s first and last name, as well as a link to Article 81 of the Labor Code.

The notice also includes the date of dismissal and a short reminder about the employee’s right to register with the labor exchange or move to another position in the same company.

At the same time, it is necessary to provide employees with other employment options, even if they are less paid.

Notification of upcoming layoffs is sent to employees 2 months in advance . From the moment the employee signs the notice, he has the right to register with the state employment service.

Sample notice of layoff of employee during reorganization.

Also, from this moment on, he officially applies for benefits and subsidies provided by law.

Personnel changes recorded in the reduction order are reflected in the staffing table. This is not a mandatory document, but company owners create it for more transparent reporting. In this case, priority in legal force belongs to the employment contract.

Documents that are required to carry out a reduction in numbers or staff : an order, notifications (to employees and to the regional employment service), a certificate of income of the employee.

If the employee does not want to sign the notice of staff reduction during reorganization, you should find two witnesses to the delivery of the notice and draw up a special act stating that the employee was notified. The act is then attached to the reduction order.

Reduction of staff during reorganization - Case

22.05.2021

In the course of the activity of an enterprise or institution, the need may arise to carry out reorganization measures.

Article 75 of the Labor Code of the Russian Federation prohibits specifying the fact of reorganization as a basis for dismissal; however, when optimizing production or management, cases of reduction in numbers or staff are possible.

To reduce the number of employees during reorganization in the form of affiliation, it is necessary to comply with the notification procedure, as well as take into account the right of priority to preserve the workplace.

The procedure for laying off workers during reorganization and a sample notification

• In the process of its development, a company sooner or later faces the need for reorganization.
• It may change its legal form or it may be bought out by another company.
• At the same time, it is almost impossible to avoid personnel changes and related layoffs.

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general information

Reorganization of a legal entity means its liquidation with the subsequent formation of a new one, which is its legal successor.

In some cases, several companies are liquidated at once in order to create one large one. In others, on the contrary, one company is divided into many small ones.

Russian legislation allows for reorganization in five ways:

1. Merger.
2. Absorption.
3. Selection.
4. Separation.
5. Change of organizational and legal form.

1. A merger is considered a form of reorganization of several enterprises at once, whose owners decided to merge into one company.
2. Takeover , also called annexation, is a form of reorganization in which one company takes over another, becoming its successor.
3. Spin-off is when the owners of a company decide to create one or more new companies on its basis, allocating to them the property of the previous company, giving them part of the responsibilities.
4. Division is very similar to spin-off, the only difference is that the old company is destroyed, and in its place several new ones arise, which are successors to varying degrees.

Transformation occurs when the old organizational and legal form of the enterprise has exhausted itself and is not suitable for the development of the company. Then the owners decide to change it, liquidating not even the enterprise itself, but its old order of organization. For example, if the owners of an LLC want to transform the company into an OJSC.

How to understand what is happening - reduction or reorganization? According to Article 75 of the Labor Code, reorganization itself cannot be considered a reason for dismissals .

But at the same time, they are almost always accompanied by them, because the new organization does not need two identical staff positions or it does not need any position at all.

Downsizing and reorganization predominantly occur together during acquisitions and divisions, and is much less common in other forms of reorganization.

Once the decision to reorganize has been made, provide notice to your employees.
This is not mandatory, but it is necessary for employees to familiarize themselves with the new working conditions .
Those who do not agree with them are subject to dismissal; you will have time to make a corresponding entry in the work book for everyone.

It provides a reference to the specific meeting of the board of directors or other governing body where the decision to reorganize was made.

After this, it is indicated which positions and in what quantity are subject to reduction. A person responsible for all this is appointed and a commission is assembled to monitor the progress of the reductions.

The head of the commission is obliged to draw up and send notices of layoffs to employees . Each notice must contain the employee’s first and last name, as well as a link to Article 81 of the Labor Code.

The notice also includes the date of dismissal and a short reminder about the employee’s right to register with the labor exchange or move to another position in the same company.

At the same time, it is necessary to provide employees with other employment options, even if they are less paid.

Notification of upcoming layoffs is sent to employees 2 months in advance . From the moment the employee signs the notice, he has the right to register with the state employment service.

Sample notice of layoff of employee during reorganization.

Also, from this moment on, he officially applies for benefits and subsidies provided by law.

Personnel changes recorded in the reduction order are reflected in the staffing table.
This is not a mandatory document, but company owners create it for more transparent reporting. In this case, priority in legal force belongs to the employment contract. Documents that are required to carry out a reduction in numbers or staff : an order, notifications (to employees and to the regional employment service), a certificate of income of the employee.
If the employee does not want to sign the notice of staff reduction during reorganization, you should find two witnesses to the delivery of the notice and draw up a special act stating that the employee was notified. The act is then attached to the reduction order.

Who can't be laid off?

Reductions due to reorganization are subject to the general reduction rules.

Basic guarantees for vulnerable categories of workers are provided by Article 261 of the Labor Code.

A pregnant woman cannot be fired due to reorganization . Even if an entire position is being cut, the organization is obliged to leave one job for the pregnant woman.

The same rule applies to women raising children under the age of three, as well as single mothers and those raising disabled people .

When the management of an organization is faced with a choice of whom to fire when reducing numbers, given equal qualifications and labor efficiency, there are privileged groups whose members should be retained.

Among them are persons supporting dependents and members of large families . First of all, it is necessary to save jobs for the only breadwinners in the family and people with serious injuries, war veterans and disabled people.

You cannot lay off workers who are temporarily unable to work if they have provided a certificate of illness. All employees who are on vacation are immune to layoffs.

REFERENCE . All types of leave provide the employee with the same protection against dismissal.

List of documents for staff reduction during reorganization in the form of affiliation

Reduction in any case requires extensive and detailed documentation. If at least one of the necessary papers is missing, the employee can protest the dismissal at any time.

It is worth noting that in all documents that are drawn up in connection with a reduction in staff or headcount, the employer must indicate the date - it must accurately determine the day the reorganization begins.

It is necessary to prepare the following documents:

1. The decision on reorganization by merger, adopted at the general meeting of the directorate of the enterprise. This document indicates the reasons for the reorganization, terms, conditions, and names the persons responsible for the new company after the reorganization.
2. Reduction order. It must indicate the reasons, information about the positions or employees who will be laid off, and also indicate the persons responsible for carrying out the procedure.
3. Order on the creation of an appropriate commission.
   It must consist of several employees - the list of persons is indicated in the document.

   The main tasks of the commission are prescribed - first of all, it is control over the legality of the reduction.

4. New staffing table, taking into account the reduction. The schedule must be approved by an order to reduce staff or numbers.
5. Notification to each employee about the layoff in 2 copies with their mandatory signature - one copy of the notification remains with the employee, the other is stored in the personnel department. If the employee does not want to sign, an act is drawn up with the signature of at least 2 witnesses who will confirm that the person is familiar with the upcoming changes. The notice indicates the period that personnel have left to work at the enterprise.
6. The trade union body, if there is one at the company, is also A notice is issued with the relevant information. The head of the trade union body leaves his signature on the document.
7. A notification letter to the employment center indicating plans to reduce staff. This information must be in the institution 3 months before the layoff.
8. An act with a proposal to transfer to other vacancies that exist at the enterprise. Acts are drawn up several times from the moment of notification of layoffs. The first document is drawn up at the time of notification of the reduction. A month later, a similar act is created. On the penultimate working day, the employee is given the third document with vacancies.
9. An order to dismiss at the employee's own request. Issued if a person has not agreed to any of the proposed vacancies. The employee must confirm the resignation of positions in writing.
10. A protocol on the commission’s decision, which confirms that the employer’s actions to reduce the number of employees are lawful. Each member of the commission must leave his/her signature on the document.

Each of the listed documents is considered evidence of the legality of the employer’s actions. Their list is enshrined in the Labor Code and other legislative acts of the Russian Federation.

In the case of any government inspections and commissions, it is important that all necessary documentation is available at the enterprise.

Benefits and guarantees for laid-off employees

Article 178 of the Labor Code provides everyone dismissed due to reduction with severance pay. This is a subsidy that is paid from the company budget in favor of those laid off for several months after the layoff.

The norm is payment within two months . But if the former employee has not found a job even in the third month, he can write an application for an extension of benefits.

ATTENTION . The severance pay for the third month is retained only if he contacts the employment service within two weeks after his dismissal.

Reduction during reorganization in the form of merger

If a layoff is imminent, the employer must do the following:

1. Inform employees about the reorganization of the company at least 2 months in writing, indicating in the message all changes in the terms of the contract and work.
2. Warn the staff in writing about the layoff (in accordance with Article 180 of the Labor Code).
3. Report your actions to the employment service and the trade union - if there is a massive reduction, this must be done at least 3 months before the layoffs. In other cases - 2 months.
4. Offer employees who are subject to layoffs other available vacancies at the new enterprise, if any. These may be positions of lower salary and qualifications.
5. If the worker refuses the offered vacancies or there are no vacancies, the worker is dismissed at the moment when the reorganization occurs.
6. An appropriate dismissal order is drawn up.
7. On the day of dismissal, employees are issued a work book and a certificate of income for the last 2 years.
8. A full calculation and issuance of severance pay and other payments provided for by the Labor Code, including Article 178 of this code, is carried out.

Employer's liability for violations

Most of the violations by employers during the reorganization of companies are related to the unlawful dismissal of a person protected by law .

If a pregnant woman, the mother of a young child, or the mother of a disabled person is laid off during the reorganization of an institution, the employer faces criminal penalties.

Article 145 of the Criminal Code provides for this either a fine in the amount of 18 salaries, or forced labor for up to 360 hours.

Reorganization of a company is often accompanied by layoffs . First, an order is prepared, then employees receive notifications. The process is not much different from a regular reduction. The procedure for orders, notifications, benefits and guarantees is general. Therefore, such a reduction will not be a serious problem for management.