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Company law in Russia. Overview.

Enterprise Organisational forms

Now in Russia acts the order of formation of the legal persons, when registration of the legal person do not need the consent of any third persons, including state bodies. The registering bodies only check, whether there correspond to the law the constituent instruments of firm and whether the established order of its formation is observed, then are obliged to register the legal person.

According to standards of the Civil legislation the conducting of registration of all legal persons in Russia is assigned to judicial authorities. However while the judicial authorities have no possibilities, necessary for it. Therefore, in practice the state registration of the legal persons is realized in the basic Registration chambers, specially created for these purpose, of the subjects of Russian Federation. For example, there is a Registration chamber of city of St.-Petersburg, Registration chamber of city of Moscow etc.

For registration of the legal person the following documents are usually exhibited:

application of the founders for registration;

the charter of organization;

the articles of incorporation;

the decision of the founder on creation of the legal person (as the protocol of assembly of the founders);

the document reconfirming fact of payment of the filing fee;

the documents reconfirming payment not less than 50 % of the charter capital (for commercial organization).

Except for procedures of registration of the legal persons the law also stipulates questions of the cease of activity of the legal persons.

The cease of activity of the legal person occurs as a result of its reorganization (except for cases of allocation from a composition of the legal person of other organization) or liquidation and, as a rule, carries definitive character. However law stipulates also possibility of suspension (temporary cease) activity of a number of organizations. The given measure can be applied in relation to public associations as the approbation for infringement of the constitution and legislations of Russian Federation only under the decree for the term of about six months.

By reorganization of the legal persons all rights and the duties of the reorganized person or part transfer them to other subjects of law, that is there is a legal succession. The reorganization of the legal persons can be realized:

- by merger several organization in one new;

- by separation of the legal person on some new organizations;

- by annexation of the legal person to another;

- by allocation from a composition of organization of other legal persons;

- by conversion, that is change of the legal form of the legal person.

As a rule, the reorganization is conducted under the decision of the participants of the legal person or owner of its asset, i.e. voluntarily. However concerning commercial organizations the law provides also such cases, when the reorganization can be effected under duress (for example, such possibility is provided by Law of RSFSR "About a competition and limitation monopoly activity in the commodity markets").

At allocation, separation or merger of several organizations arises, as the minimum, one new subject of law, therefore in such cases the reorganization is considered completed at the moment of state registration of the newly founded legal persons. At annexation of the new legal persons there is no, hence, reorganization is perfected at the moment of exception of the affiliated organization of the uniform state register.

In many cases the conducting of reorganization is capable to result in negative consequences as limitation of a competition in the market, therefore for prevention of such consequences Law of RSFSR "About a competition and limitation monopoly activity in the commodity markets" establish obligatory procedure of receiving of the consent of a federal antimonopoly body on merger or annexation of commercial organizations, the sum of which assets exceeds 100.000 minimal sizes of the wage, and also on merger and annexation of unions or associations of commercial organizations.

As the reorganization of the legal person can essentially mention interests of the creditors, its obligatory condition is the prior notification of the creditors, which in such case have the right to require the cease or prescheduled execution of the obligations of the reorganized legal person and indemnification.

The liquidation of the legal person provides the cease of its activity without transition of the rights and duties by way of legal succession to other persons. Under the decision of the participants or body of the legal person authorized to that by the constituent instruments, it can be liquidated voluntarily, in connection with inexpedience of the further existence of such legal person, expiration, on which it was created, or for other reasons. The compulsory liquidation is conducted under the decree, in cases, when the activity of the legal person is realized without the appropriate admittance (license), or such activity is directly forbidden to the law, or is connected with numerous or gross violations of the legislation.

For some kinds of the legal persons the law establishes the additional bases of liquidation. For example, the commercial organizations (except for the public enterprises), consumer co-operatives and funds can be liquidated owing to their inconsistency (bankruptcy). For the economic societies and unitary enterprises such basis of liquidation as the forfeit of asset is stipulated, i.e. than reduction of cost of net assets of the enterprise is lower level of the minimal size of the charter capital. In both these cases the liquidation can be conducted both voluntarily, and under duress.

The order of liquidation of the legal person consists of several stages and is arranged by Civil codes. These stages are those:

The participants of organization, its authorized body or court which has accepted the decision on liquidation, nominate a liquidating commission (or sole liquidator), define the order and terms of liquidation. The liquidating commission takes up all authorities on management of the legal person;

The liquidating commission publishes in press the message on liquidation of the legal person, the order and term of application of the claims by the creditors (this term should be not less than 2 months), reveals all creditors and gives notice them on liquidation, collects debt receivable of the legal person;

The liquidating commission values a composition of creditor debts, makes a decision on satisfaction or dismissal of the revealed demands and constitutes intermediate liquidating balance;

According to intermediate liquidating balance the valid claims of the creditors are satisfied. If it is not enough of money resources of organization for the final pay with the creditors, the liquidating commission sells available asset from public tenders;

After repayment of creditor debts the liquidating commission constitutes definitive liquidating balance and distributes the stayed asset between the participants of the legal person, if other does not follow from the legislation or constituent instruments of organization. All documents which are making out liquidation, are transferred to a registering body, which on their basis deposits the appropriate record to the uniform state register of the legal persons.

According to the Civil Code of Russian Federation in Russia there are following kinds of the legal persons:

State and private, depending on a pattern of ownership underlying the legal person. All unitary enterprises, and also some establishments refer to number state (in particular municipal).

Commercial and noncommercial, depending on what their basic purposes of their creation and activity. Commercial, have for an object extraction of the profit and distribute the received profit between the participants, and noncommercial have the right to realize enterprise activity only so far as, as it is necessary for accomplishment of the authorized purposes, thus they have no the right to distribute the received profit.

By the founders, which the legal persons can act only (unions, association); only State (unitary enterprises); any subjects of law (all other legal persons).

To which asset the founders have the right of the property or other real right - are state and municipal unitary enterprises, and establishment; the obligations - are economic partnerships and societies, co-operatives; or at all have no the property rights - are public associations and religious organizations, funds and associations of the legal persons.

Having the right of operative management on asset, used by them - establishments and public enterprises; the right of economic conducting - the state and municipal unitary enterprises (except for public); and property right - all other legal persons.

All legal persons can be divided into four large categories: economic partnerships and societies, producers' cooperatives, state and municipal enterprises and, at last, noncommercial organizations. Also it is possible to mention both affiliates and agencies of the legal persons.

Economic partnerships - contract associations of the several persons for joint conducting enterprise activity under one name. The economic societies differ from partnerships by that some persons consolidate the asset for conducting enterprise activity. The kinds of economic partnerships and societies have the following features:

General partnership. The participants of such organization bear the subsidiary responsibility till its obligation by all asset.

Limited partnership. This partnership consists of two categories of the participants: the general partners, who joint bear the subsidiary liability under its obligations by all asset, and partners - investors , enterprise, who not adequate on the obligations.

Society with limited liability. This society is commercial organization, which authorized capital is divided into shares beforehand of defined sizes formed by one or several persons, not adequate on its obligations.

Society with the additional responsibility. This commercial organization has the authorized capital divided into shares beforehand of the defined sizes. It formed one or several persons bear the subsidiary liability under its obligations at a rate of, multiple cost of their contributions in the authorized capital.

Joint-stock company - commercial organization formed by one or several persons, not adequate on its obligations, with the charter capital divided on an equal share, the rights on which certificate by the financial credit instruments - shares. In turn joint-stock companies can be created in the open and closed form. The joint-stock company, which participants can dispose the shares, belonging to them, without the consent of other shareholders, admits as open joint-stock company. Such joint-stock company has the right to conduct an open subscription to the released shares and their free sale on conditions established by the law and other legal acts. The joint-stock company, which shares are distributed only among its founders or other beforehand of defined circle of persons, admits as the closed joint-stock company. Such society has no right to conduct an open subscription to the released shares or different way to offer them for acquiring to a unrestricted circle of persons.

The producers' cooperatives - one more kind of the legal persons. The producers' cooperatives represent associations of the persons for joint conducting enterprise activity on the basis of their personal labour or other participation, which initial asset develops of the shares of the members of association.

The special version of commercial organizations are the state and municipal enterprises. The specificity of the given subjects of civil matters consists that their asset is found accordingly in the state or municipal property and belongs to such enterprise on the right of economic conducting or operative management.

Also there are such a kind of the legal persons, as noncommercial organizations - organizations not pursuing purposes of extraction of the profit as the basic purpose of the activity and not distributing profit between the participants. Such organizations can be subdivided on:

Consumer co-operatives. The consumer co-operative represents association of the persons on the basis of membership with the purposes of satisfaction of own needs in the goods and services, which initial asset develops of the fixed contributions.

Public associations - noncommercial association of the persons on the basis of a generality of their interests for realization of general purposes. There are such versions of public associations, as public organizations, public movements, public funds and some other.

Religious organizations. Association of the citizens having by the basic purpose joint religion distribution of faith and having the signs, appropriate to this purposes.

Funds. Fund - noncommercial organization founded for achievement of society-useful purposes by use of asset, handed in its property by the founders.

The Organization created by the owner for accomplishment of functions of noncommercial character, and funded by it completely or partially, refers to as establishment.

The Association of the legal persons. Represents noncommercial organization formed by the several legal persons for conducting of activity in their interests.

 

 

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