👩🏼‍🚒 🚡 🧔🏼 External management is ... Purpose, structure and process 👽 👨🏾‍🚒 🤾🏿

External management is the preservation of a drowning business by replacing the top management of the company. Its introduction takes place at the conclusion of the arbitration court (based on the decision of the meeting of creditors). Derogations from the generally accepted structure are provided for by the Federal Law. Such a procedure is carried out so that those who previously stood in the management, could not appropriate the remaining funds and did not completely destroy the existing business.

Board transfer

The establishment of external management means the appointment of a new general director, while the "old" is removed from his duties. All previous attributes (stamps, values, keys to management) and accounting are transferred by the previous boss to the new one. The external management procedure is introduced for a maximum of one and a half years, after which the issue of bankruptcy or reorganization of the enterprise is considered. The term may be extended in the manner established by the Federal Law for no more than 6 months. Such actions are carried out in order to restore order in the company, solve the problems that have arisen, and help creditors to receive their debts.

Actions aimed at overcoming the state of bankruptcy are carried out in order to resume the solvency of the organization (if such an opportunity can be realized using organizational and economic measures). The introduction of an external management procedure allows for the reformation of the legal status of a bankrupt organization:

the head of the bankrupt institution resigns and within three days transfers all material values and documentation to the new manager;
non-executive management bodies cease to have any competence in resolving issues, responsibility is transferred to an external manager or partially to a meeting of investors (the decision of major transactions, the signing of important agreements);
previous measures are taken to satisfy the claims of creditors, including the seizure of property (this step does not require court rulings, other restrictions of the debtor are introduced as part of the bankruptcy process);
the introduction of a moratorium on the entire period of external management aimed at fulfilling the requirements of creditors on the obligations of the financial plan (payment of debts, compensation for losses).

Optional procedure

Crisis management of property of an enterprise that has become a debtor cannot be considered an integral part of bankruptcy proceedings. This scenario is not mandatory, but recommended for maintaining the organization’s activities and its “rehabilitation” with less loss. The decision signed by the arbitration judge on the introduction of an external management term (12-18 months) takes effect immediately, but can be appealed to a higher authority.

The period of such a change of leadership may be extended if the issue of:

approval of changes in the management plan, which provides for a period that exceeds the originally established, but no more than the maximum allowable;
petitioning the court to extend the term of external management to the maximum possible.

Justification of the effectiveness of the implementation of the new management from the meeting of creditors is not required. The interim director must, based on an analysis of the financial condition of the enterprise, restore its profitability. The task of creditors: to determine and approve the candidacy of the head, as well as agree on the potential terms of his work.

Progress and moratorium

The consequences of the external management process are the following events:

removal of the current leader from the post: the new director may officially dismiss him or offer to move to another position;
transfer of authority of the board of directors, a meeting of shareholders or other governing bodies of an enterprise with debt to an external manager (the right remains to make a decision on increasing the authorized capital);
moratorium (suspension of the execution of monetary circumstances and payment of payments) to satisfy the requirements of investors.

The last paragraph allows for the external management of the organization to use the amount intended for payment of debts, to improve the financial position of the company. Often, dishonest leaders declare a fictitious bankruptcy of their organization in order to be able to introduce a moratorium, the effect of which extends to obligations related to the economic side of the issue.

If during the moratorium on monetary obligations the payment terms have already arrived, then:

Fulfillment of obligations under executive documents of property recovery is suspended. The exception is the payment of arrears of wages to employees, payments under copyright agreements, the recovery of property from someone else’s illegal possession, compensation for physical or moral harm. The action applies to those that were issued before the introduction of the foreign policy department.
Fines, penalties and other financial sanctions for improper performance of monetary obligations are not charged, except for those that arose after the application for declaring the organization bankrupt.

The moratorium does not apply to:

obligatory payments that appeared after the bankruptcy court accepted the bankruptcy petition;
claims for debt collection on wages, payments to employees under contracts.

Manager

The approval of the new leader is approved by the arbitration court. The external manager, in comparison with the temporary or administrative director, completely replaces the head with himself and receives wide powers in terms of managing the property of the “bankrupt” and monitoring his activities. All questions and requirements of creditors are sent during the external management of the enterprise to the arbitration judge and the external manager. After checking the validity of the requirements, a decision is made to include or refuse to make them in the register of requirements subject to immediate execution.

The external manager can independently manage the property of the debtor company, but there are transactions that require the consent of the meeting of creditors:

having an interest (one of the parties is a close relative of the external leader);
the book value of which exceeds 10% of the book value of the assets of the organization;
related to the issuance of loans, sureties, guarantees, transfer of debt, assignment of claims, acquisition of shares or shares;
sale of property that is the subject of a pledge;
entailing new monetary obligations.

Transactions and agreements previously concluded by the debtor relating to creditors prior to the introduction of external management are potentially failed agreements. After the organization is declared bankrupt and in the previous 6 months, agreements may be invalidated (at the request of an external manager or creditor) if this transaction entails the preferential satisfaction of some investors over others.

If in the previous 6 months prior to the recognition of the company as bankrupt, any founder quit the membership and was paid a share in the property, then the external management functions allow the new manager to invalidate such a transaction if, in his opinion, this transaction violated the balance sheet of the organization .

Sequencing

Within a month after being appointed to his post, the external manager is obliged to draw up a management plan and submit it to the creditors meeting. 15 days before the appointed meeting date, the planned goals and essence of external management, set out on paper, should be sent to the federal executive body, which monitors the implementation of the unified state. policy in the economy within which the enterprise operates. This authorized governing body gives an opinion to the arbitration court on a plan of further actions and may apply for the transition to the financial recovery process of the enterprise, without waiting for approval from the meeting of creditors. Also attached is a list of debtor obligations and a schedule for paying off existing debts.

The purpose of external management is to restore the solvency of a bankrupt enterprise through the transfer of authority to an external manager. The drawn up plan should contain measures that will be aimed at eliminating signs of bankruptcy, the procedure and conditions for their implementation, the potential maturity of debts and the restoration of solvency. It is considered by a meeting of investors, which is organized by an external manager, no later than 2 months from the date of approval of this new management. Creditors are notified in writing, indicating the date and place of its holding. The approved plan and minutes of the meeting are sent to the arbitration court by the manager within 5 days after the meeting. If such actions are not taken within 4 months from the start of the external management, this is the reason for the arbitral tribunal to decide to declare the company bankrupt and to open bankruptcy proceedings.

Organization solvency restoration measures

There is a certain structure of actions aimed at financial rehabilitation of the enterprise:

Termination of unprofitable production.
Partial sale of property (may occur at open bidding after inventory and preliminary assessment, the initial price of property is set by the meeting of creditors based on its market value).
Change the profile of the organization.
Collection of receivables.
Expanding the scope of potential authorized capital through contributions from participants and third parties.
Assignment of rights of claim of a bankrupt (realization is carried out by the manager by selling claims at open auction with the consent of the committee)
Fulfillment of obligations of a bankrupt by the owner of his property, who may be a unitary enterprise, founder, other participants or third parties.
Additional ordinary shares of the bankrupt organization (the placement of such shares increases the authorized capital, is carried out only by private subscription, the period is 3 months, state registration of the report on the results of the placement is carried out no later than a month before the end date of external management).
Sale of a bankrupt company (such a measure can be included in the planned structure of external management, affects the sale of part of the property or the entire enterprise, is carried out in the form of an auction, the initial cost is discussed at a meeting of creditors, cannot be lower than the minimum price, but not more than 20% higher market).
Other actions aimed at restoring solvency.

Progress Report

After the discussion of the report of the external manager is held at the meeting of investors, one of the decisions is made, which is described in the appeal to the arbitration court:

extension of the term of external management;
termination of existing management in connection with the resumption of stable solvency of the enterprise;
recognition of the company as final bankrupt and the opening of bankruptcy proceedings;
dismissal due to the satisfaction of all the initial requirements of the creditors;
signing a settlement agreement.

The report of the external manager and the existing dissatisfaction of investors are considered at a court session, which makes its determination.

Internal and external management

This approach to activities may be in real estate. “Internal” is the management of real estate owned by the enterprise, located within the framework outlined by its internal regulatory documents. “Outer” - state regulation of the real estate market.

Internal management is divided into:

The level of decision-making on the form of disposal of the object (pledge, purchase, trust management, lease, sale, management of own forces), based on the goals of the organization. The decision is made only after assessing the value of objects, potential revenues, analyzing the market situation, discussing transaction processing.
The level of management of a particular property (owned by the organization). Differences will be in management objectives. The procedure is a set of actions aimed at ensuring the functioning of real estate, and deriving from them economic benefits (construction, collection of rents, design, reconstruction, payment of utility bills).

External control is implemented by the municipal authorities, such external public administration has the following areas:

Taxation of real estate (setting rates, tax benefits) and the formation of a system of objective determination of the market value of objects.
The development and control of the real estate market as a prerequisite for the development of the economy is carried out thanks to actions to ensure financing of the real estate market, as well as its legal regulation and protection of property rights through the state. registration of rights.

Achieving economic development through the organization of favorable investment conditions and the development of infrastructure. The above in the complex ensures the achievement of financial and economic goals.

Types of government

Internal is carried out by state executive bodies. authorities in order to organize the system itself, conduct activities to address state. tasks and enforcement of legal acts.
External public administration is carried out by similar representatives of the executive branch, which contributes to the implementation of "external" powers not included in the structure of state. administration.
Internal organizational state. management is carried out through the executive and legislative bodies (court, prosecutor's office). Such control is regulated by administrative law, and some management issues are subject to civil law regulation.

State enterprise for sale destination

In order for the organization to be able to settle accounts with its creditors, a full sale option is possible, and if its main profile is aimed at meeting state needs in the field of defense and security of the Russian Federation, the process is carried out through open bidding. The goal of external management is to rehabilitate the financial condition of the enterprise, so the Russian Federation has the right to preemptively acquire such enterprises in order to subsequently establish a new management and try to restore its economically advantageous side and bring its profitability to a new level. But if the final decision was made to sell the institution, the external manager acts as the organizer of the auction and publishes the announcement of the sale in the local press no later than a month before the auction.

If no purchase applications were received 30 days before the auction, then the bidding is considered invalid and re-appointed, the value of the company is reduced by 10%. In the event of a subsequent similar situation of unsuccessful sale, the sales procedure is discussed at a meeting of creditors, but the new value cannot fall below the minimum market price.

External management is the process of restoring the activities of an enterprise (organization) from an economic point of view, assistance in paying debts to creditors, and the resumption of profitability, which is achieved in many ways mentioned above. Such actions can be called a kind of “lifeline” in bankruptcy, which, with the right actions of the manager, can help the company and revive it, or, otherwise, bring it to complete bankruptcy.

External management is ... Purpose, structure and process