Life after death: how we revived the company after the death of its founder

This spring, clients approached us with a unique and urgent request. Before we get into the request, let me explain what they do. They operate a network of dental clinics throughout Russia. Clients recently (last November) opened a new clinic in Tomsk. During the winter, we completed repairs and obtained a license. In March, the clinic was fully equipped and ready to go. However, a misfortune occurred: the founder of the Tomsk clinic, who was also the general director, died unexpectedly. An urgent question arose: how will the clinic continue to operate? It is necessary to make payments, hire employees, and file reports with the Pension Fund and the tax office. All of these actions have deadlines, and failure to meet them can result in penalties. But there is no person who could now do all this. 

Of course, there are heirs, but current legislation requires them to acquire rights to the testator's property six months after his or her death. For a business, one day of delay can be fatal, and six months of waiting can spell disaster. Furthermore, in our case, the heirs are not professional businessmen; despite receiving the company's rights, they are unlikely to be able to manage it, and the clinic will go bankrupt. However, the deceased participant was not the sole owner of the clinic network; other partners, who were listed as founders of companies in other cities, were prepared to take over management of the new Tomsk clinic. 

They approached us with a request to resolve the issues as soon as possible. 

First and foremost, it was necessary to address the issue with the clinic's current operations: to initiate payment processes, sign contracts, and submit reports, and i.e. to appoint a new General Director. To accomplish this, we organized all the heirs, who submitted applications for entry into the inheritance as well as a request to the notary to appoint a trustee. A trustee is someone who, within 6 months, can exercise an OOO participant's rights, including the ability to change the director.
After signing the agreement with the notary, the trustee replaced the General Director, and the first issue was resolved. 

The second task was to ensure that the deceased participant's share of the company's authorized capital passed to his or her business partners rather than the heirs. The partners were willing to pay the heirs with money, but they preferred to retain control of the company. At the same time, they wanted to protect their interests in case the heirs changed their minds. Because the shares in the company do not yet belong to the heirs, there is currently no way to re-register them with the partners. 

As a result, we proposed an option agreement in which, as soon as a record appears in the Unified State Register of Legal Entities naming the heirs as company participants, the partner immediately goes to the notary and transfers the share to himself without their participation. And, to keep the heirs from changing their minds, we included numerous obligations in the agreement's text that prohibit them from transferring the share to someone else. 

All documents have been signed, the new director has started working, and the clinic is able to operate.