Corporate Law and Restructuring
RockBridge Legal advises on the establishment and modification of corporate structures, shareholder relations, corporate governance, reorganizations, and related tax matters. Our services cover both day-to-day corporate issues and complex restructurings and group reorganizations.
We offer
The RockBridge Legal team prepares documents for the establishment of partnerships, companies, associations, and foundations, including articles of association, statutes, and shareholder resolutions. We advise on the most suitable legal form, share capital amount and structure, contributions in kind, and cryptocurrency investments. We handle registration procedures in the Commercial Register of the Register of Enterprises, as well as in other relevant registers.
The firm’s Associates draft and review statutes, shareholder and stockholder agreements, agreeing on the distribution of voting rights, profit distribution procedures, exit mechanisms, non-compete, and confidentiality clauses. We arrange “lock-up,” “drag along,” “tag along,” and other investor and founder protection instruments to mitigate the risk of disputes and ensure predictable decision-making.
RockBridge Legal attorneys help establish and implement corporate governance models – board and council regulations, authorization and signature right procedures, and decision-making processes. We prepare minutes of shareholder and stockholder meetings, board resolutions, and other corporate documents, ensuring their compliance with legal requirements. We provide advice in conflict situations between shareholders or institutions and help find legal solutions.
Our specialists prepare documents for company merger, division, and transformation processes – reorganization plans, shareholder resolutions, agreements, and applications to the Register of Enterprises. We structure transactions to ensure a clear transfer of assets and liabilities, while assessing the impact of corporate income tax, VAT, and other taxes.
RockBridge Legal law firm advises on debt-to-equity swaps, contributions in kind (including intangible assets), and solutions for increasing or decreasing share capital. We prepare documents for share capital payment with cryptocurrency – resolutions, contribution descriptions, valuation procedures, and compliance justifications. We ensure that capital changes comply with commercial law, accounting, tax, and AML requirements and are correctly registered.
Our team prepares statutes for associations and foundations, their amendments, and resolutions on the establishment and change of management bodies. We advise on the competence, liability, and decision-making procedures of the board and council. We handle the registration of necessary changes in the Register of Associations and Foundations.
RockBridge Legal Associates structure internal corporate restructurings – the division or merger of business operations, assets, and functions within a group. We advise in situations requiring the assessment of legal protection proceedings, creditor agreements, or controlled liquidation. We prepare resolutions, agreements with creditors, and other documents, taking into account management liability and tax risks.
RockBridge Legal specialists perform tax consequence analysis in reorganizations, capital changes, and asset transactions (business transfers, divestment of specific lines or properties). We advise on corporate income tax, VAT, personal income tax, social security contributions, as well as transfer pricing and international tax aspects within corporate groups. We prepare tax opinions and offer transaction structuring to minimize tax risks and ensure compliance with regulatory requirements.
The law firm’s team provides legal assistance in tax audits and inspections related to reorganizations, group transactions, dividends, loans, business transfers, and other corporate transactions. We prepare explanations, objections, and appeals to the State Revenue Service and courts, and help implement internal tax compliance procedures to mitigate the risk of future disputes.
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