Separation of legal entities as a form of reorganization. How to approach reorganization in the form of separation. Preparation of source documents

In their activities, business entities often resort to various actions, as a result of which they manage to avoid serious financial problems. Company founders are willing to legal procedures, after which a legal entity can acquire a strategy in the market, while expanding its functionality due to the release of new resources. An example of such changes in the life of an enterprise is in the form of division.

Reorganization in the form of division

Before launching such processes in their business, the founders need to understand how necessary it is, organize the transformation process within the framework of current legislation, and decide on the number of new enterprises and their management team.

Concept and essence

Explore theoretical basis reorganization is possible in the appropriate regulatory framework.

• There is an Accounting Law, vol.
• The Civil Code should not be neglected, because it is this document that details the procedure for interaction between officials of enterprises and government departments in the process of formation, closure or transformation of enterprises.
• The registration procedure itself is described in detail in the specialized Law of 2001 No. 129.

Advantages and disadvantages

The advantages of separating companies include:

• Unlimited possibilities for tax optimization (one company on , another on general, and so on);
• Creating prerequisites for the implementation of the company;
• Development of new strategies;
• Competent and fair division of business;
• Reduce emerging risks from claims on company assets by creditors or tax authorities.

How is such a reorganization carried out?

An inspection came after the reorganization - what to do? The video below will tell you:

What questions will you find answers to in this article?

• How business separation will protect your assets
• How to reduce the risk of claims from tax authorities
• What business structure is optimal for participating in tenders?

You will also read

• How successful global companies divide their business

It happens that entrepreneurs conduct several types of activities through one company. Some do this deliberately - by enlarging the business, they increase its value and simplify management. However, this approach does not always bring benefits. I’ll tell you in what cases it is better to divide the business.

Situation 1. When your company is forced to maintain separate accounting

Separate accounting is an excellent reason for inspectors to look for tax violations. Let me remind you that your accounting department is required to keep such records if the company:

• engages in activities that are subject to different taxation regimes (for example, a company operates under a general or simplified system and at the same time applies UTII);
• carries out both taxable and non-VAT-taxable transactions;
• conducts transactions subject to different VAT rates;
• Profit taxation occurs both at a general rate of 20% and at other rates.

Case Study

The company produces air conditioners, purchasing components from a large number of Russian suppliers. Deliveries of finished equipment are carried out both to the domestic and foreign markets. According to the Tax Code, when exporting operations, organizations apply a 0% VAT rate. There is another rule in the code, according to which companies are required to keep separate records of indirect costs if the share of costs for non-VAT-taxable transactions exceeds 5% of the total costs. Tax authorities apply the 5% rule even to transactions taxed at a 0% rate.

It turned out to be difficult to implement separate accounting of indirect costs. However, there are no official instructions or instructions on how to maintain such records. A situation arose that, no matter how the company tried to organize separate accounting, the tax authorities still assessed additional taxes. Judicial practice on this issue is also very contradictory.

To solve the problem, the company created a separate company - trading house. He specialized only in the resale of finished products. There was no longer any need to keep separate records of indirect expenses, and problems with controllers stopped. Moreover, it became possible to concentrate on export operations, as a result of which the accounting department began to regularly reimburse export VAT from the budget.

Situation 2. When your company needs to optimize taxes

Higher arbitration court believes that owners are free to determine the structure of their business and can save on taxes in legal ways, including by choosing a more favorable tax regime (determination of the Supreme Arbitration Court of the Russian Federation dated 07.07.2009 No. VAS-7728/09).

So, if a company operates under the general taxation system, but at the same time develops a new direction with a small share of expenses, it can be separated into a separate legal entity and transferred to a “simplified” tax rate of 6% (the object of taxation is “income”). This will allow you to significantly save on taxes.

Case Study

Transport company, which has a large number of cars on its balance sheet, used common system taxation. Since she had high profit, as well as significant VAT to be paid, the question of savings arose. Then the parent company created three subsidiaries, transferred them to “simplified” and leased them 20 cars. Then the subsidiaries entered into agency agreements with the parent company to find clients for the provision of transportation services. The parent company found clients, and they entered into contracts with subsidiaries. During the on-site audit, the tax authorities assessed additional taxes to the parent company, indicating that in fact the services under the concluded contracts were provided by the parent company, and not by the subsidiaries.

However, the court of cassation decided that owners can organize a business at their own discretion and at the same time save on taxes by legal means. The creation of subsidiaries and the application of the simplified system were carried out in accordance with the law. The company was able to prove that the subsidiaries actually transported goods. Waybills were issued for the employees of the subsidiaries, who worked on rented cars. These same employees were mentioned in the consignment note (resolution of the Federal Antimonopoly Service of the East Siberian District dated February 18, 2010 in case No. A33-7885/2007).

Situation 3. When your company participates in tenders

It is often beneficial to separate businesses that participate in competitions for government contracts from other areas of activity. Thus, you will protect these areas, as well as your assets, from risks associated with government orders, primarily from various claims from tax authorities.

Case Study

The owners of a company conducting several types of activities decided to separate four of its members legal entities and, among which one would take part in the auction, and the others would develop other directions. This is what was done. The parent company was made the main asset holder. Four firms each carry out their own type of activity, renting the necessary assets from the parent organization at market prices. It was established separately Management Company, which included the team professional managers and which became the governing body of four “daughters”. Thus, if there was a need to change the manager, there was no longer a need to convene a general meeting of participants. However, keep in mind that when choosing such a scheme, the affiliation of the structures is preserved, so tax risks arise (for example, an audit of one legal entity usually entails audits of the rest of the companies in the group).

Situation 4. When you need to protect assets

Assets (both tangible and intangible) may be at risk when claims are made by counterparties, tax audit or during a raider attack. The more activities one company conducts, the higher the likelihood of risks arising.

Case Study

The company was engaged in two types of activities. The first is the construction of bridges, which requires approval from a self-regulatory organization. The second is the interior decoration of non-residential premises, which does not require obtaining permits. At the same time, the organization was listed as the owner of significant assets. Customers often made claims to the results of construction, including through the courts. In order not to jeopardize the entire business, the owner registered a legal entity abroad, transferring ownership of the brand to it, and it established a company engaged in the construction of bridges. He separated into another legal entity a company leading Finishing work. And he registered all the assets in his own name, registering as an individual entrepreneur.

Expert opinion

Alexander Malyshev Leading lawyer – expert in the company’s tax planning practiceURCGroup, Moscow

If a company owns expensive property, there is always a risk that it will be seized or of interest to raiders. Therefore, it has become common practice to divide a business into two legal entities: one acts as the owner of the property, and the second conducts operating activities, renting property from the first. A non-resident company or non-profit organization is often indicated as the sole participant of the lessor company.

A company conducting operating activities is liable only for its property, which can be quickly sold (inventory, accounts receivable). If she has any financial difficulties, then the counterparties initiate bankruptcy proceedings. However, the cessation of the activities of such a company does not entail the collapse of the entire business, since valuable property is in other hands. Entrepreneurs create new operating company and continue working.

As an example, we can cite two well-known bankruptcies of 2008 - the companies Svyaznoy and MIAN. In both cases, the bankruptcy of one of the holding's enterprises did not lead to the closure of the business. IN international practice a case in point is the split of McGraw-Hill. As soon as the US administration had complaints about rating agency Standard & Poor’s, they immediately decided to separate it from the main business.

In addition, government agencies have two means that can paralyze the work of any company. This is an administrative suspension of the enterprise’s activities (for up to 90 days) and blocking of the current account. There is perhaps only one way to reduce the risk of adverse consequences in case of application of such sanctions - to create another legal entity that can take over at least part of the functions of the company whose work is paralyzed. In addition, you should not keep all the money a business has on the balance sheet of one single company.

Company separation for successful marketing

Quite often, buyers do not understand why one company is engaged in completely different businesses, and ultimately conclude that since one company takes on everything, any of its products are probably of poor quality. In the last two years alone, one can recall several examples of large global companies announcing the division of businesses for a narrower positioning.

1. In September 2010, Fiat spun off individual its Fiat Industrial division. The new company produces Iveco trucks, agricultural machinery, and marine equipment. And the Fiat company itself produces only passenger cars.
2. In December 2010, Fortune Brands, the maker of Jim Beam whiskey and Sauza tequila, decided to split up. One company, Fortune Brands Home & Security, now produces home furnishings, and the other, Beam Inc. -alcohol.
3. In January 2011, Motorola split into two. Motorola Mobility Holdings produces mobile devices, and Motorola Solutions produces telecommunications equipment.
4. In July 2011, ConocoPhillips, the third largest US oil company by market capitalization, decided to split into two legal entities. One conducts oil and gas production, as well as geological exploration; the other is oil refining and marketing of petroleum products.
5. In August 2011, the Kraft Foods enterprise (owns the brands Alpen Gold, Carte Noire, Dirol, Estrella, Jacobs, Maxwell House, Milka, etc.) was divided into two. The first produces groceries in North America, the second produces chewing gum and snacks (chocolate, cookies, chips, etc.).

Stages of reorganization of a legal entity through division:

1. Making a decision on reorganization through division. The general meeting of the founders of the company makes a decision on reorganization, which approves:

Form of reorganization;
- the charter arising as a result of the division of companies;
- separation balance.

3. Notification of the start of reorganization by dividing state registration authorities.

4. Selecting the place of registration of the legal entity created through division.
Registration of a company created through division occurs at the location of the legal entity terminating as a result of reorganization.

5. Preparation for the reorganization process in the form of separation:

a) notification of the Federal Tax Service about the start of the reorganization process (making an entry in the Unified State Register of Legal Entities about the start of reorganization through division);
b) conducting an inventory;
c) publication in the media of a message about the reorganization of a legal entity through division (twice with a frequency of once a month);
d) notification of creditors about the upcoming reorganization in the form of division;
e) drawing up a separation balance sheet;
f) payment of state duty.

6. Submission of documents to the Federal Tax Service.
Based on the decision on state registration a legal entity created by division, and state registration of termination of the activities of a reorganized legal entity, the registration authority:
contributes to Unified State Register of Legal Entities on the company created through reorganization and the termination of the activities of the reorganized legal entity;
issues to the applicant documents confirming the entry into the Unified State Register of Legal Entities;
reports the registration of the company created by division to the registration authority at the location of the specified legal entity;
sends him the registration file.

7. Completion of the reorganization process through division (from the moment of state registration of the last of the newly emerged legal entities).

List of documents required to be submitted to the Federal Tax Service during reorganization by division:

1. Application form P12001. For each legal entity newly created as a result of the reorganization, a separate application is filled out.
2. Constituent documents of the reorganized legal entity (originals or notarized copies of documents: TIN, OGRN certificates, charter, statistics codes, order for the appointment of a single legal entity, changes, extract from the Unified State Register of Legal Entities).
3. The decision to reorganize the company through division, adopted by the general meeting of founders.
4. Constituent documents of each newly emerging legal entity created as a result of reorganization (originals or notarized copies).
5. Evidence of publication in the media (copy).
6. Separation balance.
7. Receipt for payment of the state fee for registration.
8. Receipt for payment of state duty for copies of constituent documents.
9. Certificate of absence of debt to the pension fund.
10. Request for a copy of the charter.

Currently, the reorganization of legal entities in practice has received enormous practical use not only to create large corporations, but also to “break” them into smaller companies that meet all the requirements provided for by law when they are created on the basis of already existing companies. It is for these purposes that Art. 57 of the Civil Code provides for such forms as division and separation, aimed at disaggregating legal entities.

Division is the procedure for transferring rights and obligations to newly emerged legal entities in accordance with the separation balance sheet. That is, division means the termination of the existence of a legal entity and the transfer of all assets and liabilities to new institutions that arose by decision of the founders and on the basis of the material base of the old enterprise. The separation balance is the basis for determining the property and mandatory complex transferred to new institutions. According to T.P. Shishmareva, in accordance with the parts of the transferred property, the transfer of rights and obligations is carried out. The separation balance is approved by the relevant management body. For an LLC this is a general meeting of participants, for a JSC - shareholders. When this procedure does not provide an opportunity to identify a legal successor, the newly emerged legal entities are jointly and severally liable for the obligations of the reorganized legal entity to its creditors.

Division is characterized by the fact that, on the basis of the property of one corporation, two or more others are created, in turn, the reorganized organization is no longer a subject of law.

When carrying out reorganization by division, it must be remembered that there is the possibility of a “mixed” reorganization. “Mixed” reorganization means the division of a legal entity of one organizational and legal form into several legal entities of another organizational and legal form. For example, an LLC is divided into two CJSC. The legislation does not provide for such a reorganization, but it also does not contain rules prohibiting such division. In practice, this procedure saves time and money for legal entities being reorganized.

A necessary condition for the separation is the notification of the antimonopoly authority, which is carried out in cases where this determines the creation of commercial organization, which includes two or more commercial organizations; If total amount the assets of the founders exceed 20 million rubles; if during the division there is a possibility that an economic entity whose share exceeds 35 percent will appear on the market for goods and services, except in cases where the procedure is carried out in accordance with an arbitration court decision that has entered into legal force.

When dividing, you also need to remember in the relevant notice to creditors and publication in periodical, which must take place within 30 days from the date of the decision on reorganization. Creditors, in turn, have the right to demand early termination or fulfillment of the corresponding obligations of a legal entity and compensation for losses.

Spin-off is a form of reorganization of a legal entity, in which its existence as a legal entity does not cease, but on its basis one or more companies are created, rights and obligations are transferred to newly emerged legal entities. Property assigned to a pre-existing company authorized capital are decreasing. The entire property composition is determined by the separation balance sheet. Separation is characterized by singular legal succession, in which the successor takes the place of the predecessor only in some legal relations. Considering the procedure for succession during separation, M.N. Ilyushina points out that singular succession allows the reorganized person to retain some of the rights and responsibilities, while the spun-off organization receives certain rights and responsibilities.

Reorganization in the form of separation is a way of creating new legal entities, as opposed to division. Because a reorganized society does not cease to exist.

The practical application of legislative norms on issues of reorganization procedures in the form of spin-off can be observed in the example of spin-off of joint-stock companies.

Law “On Joint Stock Companies” in paragraph 2 of Art. 19, paragraph 3, art. 49 defines the right to make a decision on the allocation for discussion of a general meeting of shareholders, which determines the procedure and conditions for the process, the possibility of converting shares, and approval of the separation balance sheet. The registration authority - the federal tax service - is notified of the decision made, the procedure is reflected in the Unified State Register of Legal Entities. Creditors are also notified of the reorganization. Notification occurs by publishing information in the State Registration Bulletin and by mailing registered letters, since in this case it is necessary to comply with the rules regarding the rights of creditors in terms of early fulfillment of obligations under agreements concluded before the decision was made to begin the reorganization of the company. Submission of claims must be made within 60 days, in contrast to creditors of a limited liability company, where the period is 30 days after the decision is made.

The decision to reorganize the company may contain the following information:

• 1) name, information about the location of each company created through reorganization;
• 2) the procedure and conditions of the reorganization procedure;
• 3) the procedure for converting shares of the reorganized company and the ratio (coefficient) of conversion of shares of such companies;
• 4) list of members audit commission or an indication of the auditor;
• 5) an indication of the sole or collegial executive body;
• 6) instructions on approval of the separation balance sheet;

The issue of conversion of company shares is discussed in clause 2.1 of the Standards for issuing shares and bonds and their prospectuses during the reorganization of commercial organizations, approved by a resolution of the Federal Commission for the Securities Market, and determines the powers of the board of directors. The standards allow that all or part of the shares of the new legal entity may belong to the reorganized company. The founder of the newly formed legal entity may be the reorganized company itself. The law also provides that the full or partial number of shares of the spun-off company may belong to the reorganized commercial organization. The founder of a legal entity formed by way of separation may be the reorganized company itself.

The procedure for transferring rights and obligations to a newly reorganized company is carried out by drawing up a separation balance sheet containing an object-by-object breakdown, a provision on succession for all obligations of the reorganized legal entity, including obligations disputed by the parties. Spin-off implies the transfer of a certain part of the rights and obligations of the reorganized company, the remaining rights and obligations to the reorganized company.

The lack of balance, as well as the lack of provisions on succession, is the reason for the refusal of state registration of newly emerged legal entities. The law provides for the approval of the separation balance sheet by the founders (participants) of the legal entity or the body that made the decision on the separation. If the decision is made on general meeting shareholders, then the balance sheet is approved by the meeting. The contents of the separation balance sheet include information on accounting statements prepared for the reporting period - quarter or year, as of the last reporting date, taking into account the comprehensive inventory. As a result, the authorized capital may be reduced by a smaller amount. What is the authorized capital of the created company?

The procedure ends when the corresponding entry is made in the Unified State Register of Legal Entities. Joint stock companies the issue of shares must also be registered.

Tax legislation also provides for separate rules governing the allocation procedure. Clause 8 art. 50 of the Tax Code of the Russian Federation reveals that “when one or more legal entities are separated from a legal entity, succession in relation to the reorganized legal entity in terms of the fulfillment of its obligation to pay taxes does not arise.” According to paragraph 2 of Art. 23 of the Tax Code of the Russian Federation, taxpayers report reorganization to the tax authority at the place of registration within 3 days from the date of such decision. Reorganization of a legal entity does not change the deadlines for the fulfillment of its obligations to pay taxes by the legal successor.

When reorganizing a limited liability company, issues often arise related to the distribution of overpaid taxes among legal successors. Clause 2 art. 78 of the Tax Code of the Russian Federation provides for a credit or refund of overpaid taxes based on a written application from the legal successor.

Thus, after analyzing the legal norms relating to the division and separation of a legal entity, we can conclude that both procedures have similarities and differences. When reorganization is carried out in the form of division, one organization ceases its activities and several new legal entities are created on its basis, and when separated from the structural units of the main organization, new legal entities are formed, but the organization itself continues to exist.

Carrying out reorganization in the form of separation and division is characterized by the presence of universal succession.

The volume of transferred rights and obligations of reorganized legal entities is determined on the basis of the separation balance sheet, which should also determine the presence of a legal successor for all its obligations.

The main documents when carrying out reorganization in the form of separation and separation are: the decision of the competent authority on reorganization, the separation balance sheet, constituent documents new legal entities, changes and additions to the constituent documents of existing or new edition such documents, state registration act.

Recently the market mobile phones rumors swirled around Motorola. Our resource has repeatedly mentioned in the news about the crisis within the company. However, today we can only talk about one fait accompli - the division of Motorola into two independent companies by 2009. Profit-generating, but smaller in terms of production divisions for the production of telecommunications equipment, corporate solutions and so on. will merge to form Motorola Broadband & Mobility Solutions. Unlike Home & Network Mobility and Enterprise Mobility Solutions, the company's largest mobile phone division will be spun off into Motorola Mobile Devices. Actually, it was this that caused the crisis within the company, turning into an unprofitable enterprise and thereby causing discontent among Motorola shareholders. Even last year, when the first signs of the crisis appeared (rapid loss of market share and income), possible ways of development of events were named. More often than others, assumptions were made about the sale of a division to a telecommunications company. Moreover, the rumors even intensified after reports appeared about the future division of the company. In our opinion, it is at least premature to talk about such an option. Firstly, this is due to the scale of Motorola's mobile division, and secondly, the company's amazing ability to overcome the peak of such crises. And there have been many of them over the long history of Motorola.

A little history

In one of our previous materials (“Mobile devices from Motorola - history of development and current state”), the history of the company has already been discussed. Therefore, it is worth dwelling here on only a few key points, which resonate with the current situation. As you know, Motorola has long remained a leading manufacturer in various fields, ranging from consumer electronics to semiconductor production. Moreover, a significant part of the orders came from government agencies USA, Pentagon. At the same time, the creation of the first cell phone by Motorola (the first call on which was made on April 3, 1973) can be considered a turning point. Motorola's gradual transformation from a government-focused company to a telecommunications giant ended in the last decade. All this was accompanied by various restructurings and - from time to time - large-scale crises. The last such crisis occurred at the beginning of the century. In 2001, Motorola announced that for the first time in 15 years the company suffered losses for the year. As a result, a logical decision was made to restructure the business and reduce costs. Translated from the vague language of press releases, this meant a large-scale reduction of employees (22 thousand people, or 15% of all jobs, by 2001). And also - the curtailment of secondary activities with the closure or sale of the relevant divisions. However, for a long time, until the third quarter of 2002, Motorola suffered losses. Unlike today's situation, not one, but several divisions were unprofitable. For example, semiconductor production, a division for the production of equipment for wireless communication and so on. However, the production of mobile phones played a significant role in the crisis. A lot has something in common with the current state of affairs. As today, the division's losses were driven by past successes. “Thanks to” them, the company rested on its laurels, falling out of the evolutionary process of telephone development for some time. The grandson of Motorola founder Christopher Galvin, who took over the company in 1997, was able to take advantage of the phenomenal success of StarTAC. The first mobile phone in the clamshell form factor appeared shortly before and remained a bestseller for several years. However, further development cell phones Motorola has slowed down somewhat compared to other companies.

By the beginning of the 21st century, mobile phones had ceased to be just a means of communication. The attention of an increasing audience of users was attracted by various entertainment functions, new phone capabilities such as color screens, polyphony, etc. At this time, Samsung used its favorite method - the competent development of other people's developments and thereby attracting attention to its own products. As a result, in just two years (2001-2002), the market was flooded with many bright Korean folding phones. They attracted users with a variety of functions and designs - “female” folding beds, folding beds with color screens, with a built-in camera, etc. Motorola reacted rather clumsily to market changes. For a long time, the company's phones did not have entertainment functions, as well as options that had become critical for users, such as built-in cameras. And the software content, by the standards of 2001-2002, raised questions. This is where the stories about the inconvenient, illogical menu of Motorola phones originate. It is interesting that this myth is tenacious: even today you can hear similar conversations, although at least two software platforms have already changed (P2K, MOTOMAGX). In any case, the stagnation of the beginning of the century had a negative impact on the mobile division. As a result, the board of directors forced Christopher Galvin to resign from his post. The energetic and ambitious Edward Zander was appointed head of the company. However, history repeats itself. Could the new CEO of the company have imagined that three years later he would find himself in the place of his predecessor? And Motorola, as a result of a monstrous déjà vu, found itself in an even more severe crisis. However, in 2004, everything looked completely different.

RAZR - Motorola's Alpha and Omega

But it was Zander who had the honor of bringing the RAZR to the market and building on the success of this landmark device for the entire industry. To be fair, it is worth noting that in addition to the Motorola RAZR V3, other interesting models also appeared on the market in 2004 - the Motorola V300 / V500 / V600 clamshells, one of the first truly music phones Motorola E398, an image rotator of the Motorola V80, which, however, never became widespread. All these worthy devices were built on the same software platform - the so-called triplet, since it was first tested on the V300 / V500 / V600 clamshells. The platform was prepared for release on the market for a very long time and was brought to perfection. It is not surprising that it existed on the market for a record time - until 2006. But it was the Motorola RAZR V3 that became a truly iconic model on the market, forming a new direction in the development of phones. Today, when mentioning the RAZR, many people remember its minimal thickness. But this was only one component of success. Another “WOW factor” was the case materials. Motorola has always been an innovator in the design and materials of phones (clamshell and rotator form factors; steel, soft-touch plastic). The Motorola RAZR V3 phone was the first to use anodized aluminum on a large scale. Premium case materials and innovative design are reflected in the price of the phone. At the beginning of sales (autumn 2004), the cost of the Motorola RAZR V3 reached 600-800 dollars, in Russia - over 20 thousand rubles. Despite this, the phone quickly became popular, and not just popular, but phenomenally popular. Unfortunately, Motorola just as quickly became a hostage to its own success. The company's focus on market share has forced Motorola to gradually reduce the prices of its best-selling mobile phone. At the end of sales, the model cost less than 5 thousand rubles. The consequences of such a price rally were quite predictable. The phone lost its premium status (which was even reflected in the included box). However, the company achieved the desired result. Sales of the device increased even more, RAZ-mania reached its apogee. The Motorola V3 phone remained successful for three years, from 2004 to 2006. The company's shareholders were certainly ecstatic - Motorola's market share reached 23%. However, even at the moment of triumph, the company’s product line raised questions. The original Motorola RAZR V3 was rapidly aging. Actually, even at the time of its appearance it was not a functional leader - there was no slot for memory cards, there was only a modest VGA camera, etc. However, later (2006 - especially) the company's lineup consisted mainly of RAZRs of various colors and cosmetic updates to the phone, in particular, the Motorola V3i. The remaining members of the RAZR family, UMTS devices RAZR V3x, V3xx, V6xx, were also secondary to the Motorola V3, mainly due to their similar appearance. Over time, even fans became tired of the popular design, but Motorola continued to churn out all sorts of variations on the RAZR theme. In this case, the same “triplet” platform was used with minor changes in the interface (a different type of menu). The functionality of the emerging models also gradually became secondary in relation to the products of other manufacturers. And the competitors did not sit idly by. The fashion for thin solutions has captured almost all phone manufacturers (Nokia and Sony Ericsson were the latest to react). The most efficient company was Samsung, which took advantage of a proven technique. During 2006, the market was flooded with Korean devices that in one way or another exploited the idea of ​​subtlety. It was Samsung that released the thinnest phones, X820, U100. But most importantly, Samsung's thin phones were functionally superior to Motorola's competitors in most cases, and were often more interesting in appearance. All this had a negative impact on sales of American devices. Motorola finds itself in the same situation it was in five years ago. Gradually, users stopped being interested in design alone; the functionality of image solutions became critical. By 2005, many manufacturers realized the importance of photographic, music solutions, and the presence of smartphones in their product line. Motorola continued to focus on image, leaving functionality secondary. The first phone with autofocus - the Motorola MOTO U9 - went on sale only this year (the Motorola RIZR Z10 - the company's first full-fledged camera phone - is about to be released). Following the successful youth music-background Motorola E398, there was a deafening failure of its redesigned version - Motorola ROKR E1, and cooperation with Apple did not help. The Motorola music solutions segment turned out to be closed to the mass user; truly interesting devices from the ROKR line were released only on the Chinese market. Motorola also managed to screw up the “popularization” of the slider form factor (through the efforts of the same Samsung). The company's first mass-produced device, the Motorola RIZR Z3, entered the market only in 2006 and went unnoticed. After an unsuccessful collaboration between Motorola and the Taiwanese ODM manufacturer of Windows Mobile devices CMCS, the company moved on to producing smartphones on our own. However, the interesting QWERTY solution Motorola Q never reached the European user, settling in its native American market. Its successors appeared on the market too late, when competition in the Windows Mobile device segment had intensified significantly. The solutions released by Motorola in most cases remained secondary in relation to the RAZR. The SLVR device lines (models L7, L7e, L9, as well as budget analogues L2, L6), PEBL (U6), KRZR (K1, K3) are not even close to the success of the Motorola V3. Functionally, all these phones did not represent anything new for the mobile phone market. Used design solutions- soft-touch plastic, glass (KRZR K1), chrome surfaces (Motorola L9) - were interesting, but also did not amaze jaded users.

As a result, by 2006-2007, Motorola was far from being the most advanced manufacturer. The fame of the RAZR was slowly fading, but the company was in no hurry to present an adequate replacement for its bestseller.

Prerequisites for the crisis

Also with Chinese market The device with a touch screen Motorola MOTOMING A1200e was "transferred". Its musical version, Motorola ROKR E6, never made it to Europe. The flagship of the 2007 product line was supposed to be the fashion phone Motorola RAZR2 V8. Announced in the spring along with other clamshells in the line, V9 and V9m, the device is expected to be a development of the ideas of the Motorola RAZR V3. The image charge of the new product was high, as was its functionality (in particular, a huge external screen with a touch area). But the model did not become a breakthrough. Its sales are significant, but are unlikely to reach the scale of the original RAZR. It was not possible to get the company out of the RAZR2 crisis.

Subsequently, the very controversial Motorola MOTO Z8 smartphone appeared on the market - the company's first modern UIQ device (the rush to release did not allow us to solve some of the problems - the next Symbian model - the Motorola RIZR Z10 - looks much more interesting). And also the next late-release models Moto U9, Motorola ROKR E8. All of the above models form the backbone of the company’s modern model range. There is an imbalance in the line, a lack of clearly defined product families, and a leapfrog with names. True, much more interesting devices have been announced (or will soon be presented), in particular, photographic UIQ solutions and other models. However, the new management of the company will be in charge of bringing them to the market.

Is the crisis within Motorola the beginning of the end?

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