Transformation of Legal Entities according to the Legislation of Foreign States on the Example of Great Britain and Spain

Abstract

This article is devoted to the study of the legal forms of commercial entities transformation under the provisions of Companies Act 2006, which play the role of the model for the company law development in former British colonies and some continental law jurisdictions. Also, this research pays attention to such typical continental law jurisdiction as Spain, where legal regime of commercial entities moves towards to the unification. The authors analyzed the main acts regulating the creation and reorganization of legal entities, their status issues in the UK and Spain. The authors also considered the introduction of indemnity institutions, the estoppel principle, the escrow account agreement institutions and the option agreement as an example of the Anglo-Saxon law diffusion into Russian civil legislation. The authors reviewed the civil liability of legal entities who are liable with their own property for obligations arising from the activities of its bodies and representatives. The authors also came to the conclusion that the merger of commercial companies under Spanish law cannot be considered as a transformation, since it is possible only between commercial companies whose legal regime is unified.