The main legislative act for creating organizational structures of entrepreneurship is the “Economic Code”, the distinctive feature of which is that it acts as the only legislative basis for the organization and activities of all entrepreneurial organizational structures without exception, regardless of the form of ownership of the means of production and other property. In this regard, the Code defines the entire set of features of various forms of management, namely: the legal, economic and social foundations of their organization and activities common to any form.
The direct regulatory significance of the “Economic Code” for various forms of business in Ukraine is determined by the fact that the norms contained in it are aimed at:
Ensuring the independence of an enterprise of any form of management, including the possibility of implementing NIMD according to the principle “everything that is not prohibited is permitted”
Current legislation";
Establishment of the rights, duties and responsibilities of the enterprise in its economic activities;
Regulation of the enterprise’s relations with other enterprises, organizations, as well as government bodies, including councils of deputies and government bodies.
A necessary condition for the correct application of the Economic Code is that it operates only in organic combination with other laws that form the integral features of a market economy. Thus, the creation of organizational structures for entrepreneurship in the context of the transition to a market economy is carried out on the basis of the Economic Code. According to it, the creation of organizational business structures is carried out on the basis of the following principles:
Free choice of activity;
Attracting on a voluntary basis property and funds of legal entities and citizens to carry out business activities;
Independent formation of an activity program and selection of suppliers and consumers of manufactured products, setting prices in accordance with the law;
Free hiring of workers;
Attraction and use of material, technical, financial, labor and other types of resources, the use of which is not prohibited or limited by law;
Free disposal of profits remaining after making payments established by law;
Independent implementation of foreign economic activity by an entrepreneur-legal entity;
The use by any entrepreneur of his share of foreign exchange earnings at his own discretion.
The principle of freedom of activity is fundamental when creating organizational structures for business. However, the principles of creating organizational structures cannot be absolute. They are in constant development, interact with each other and reflect the prevailing in society for a given period.
Entrepreneurs have the right, without restrictions, to make decisions and independently engage in any activity that does not contradict the current Legislation of Ukraine, and to create an appropriate business organizational structure.
The most common types of business activities are:
o production of products for industrial and technical purposes;
o manufacturing of consumer goods;
o production, procurement, processing and sale of agricultural products;
o collection and processing of secondary raw materials and production waste, secondary raw materials and production waste;
o repair and maintenance of equipment;
o industrial, road and housing and civil construction;
o communal and economic activities;
o retail trade and catering;
o consumer services; organization of cultural leisure;
o medical assistance, provision of legal, design, engineering, implementation, sports and recreational and other services;
o fishing, fish farming and production of fish products, timber harvesting;
o mining and other natural resources;
o other branches of economic activity.
In accordance with the Economic Code, certain types of activities are carried out in accordance with the established procedure only by state enterprises. These types of activities include: the production and sale of narcotic drugs, all types of weapons, ammunition and explosives, as well as the production of securities and banknotes. Pawnshop operations can also be carried out by full liability companies.
Certain types of economic activities can be carried out by organizational structures of a business on the basis of a special permit (license) issued by the Cabinet of Ministers of Ukraine or an authorized body. Without a license the following can be carried out:
o search (exploration) and exploitation of mineral deposits;
o production and sale of medicines and chemicals;
o making beer and wine;
o production of vodka, liqueur and cognac products;
o medical and veterinary practice;
o legal practice;
o creation and maintenance of gambling establishments, organization of gambling;
o trade in alcoholic beverages.
To create entrepreneurial organizational structures, appropriate economic, social, legal or other conditions are necessary, which mainly boil down to the following:
Creation of a legislative and regulatory framework;
Compliance with a competitive business regime;
Formation of market infrastructure;
Stimulating the development and functioning of entrepreneurship.
The creation of a legislative framework was dictated by the need to provide all business entities with guarantees in preserving their property, to exclude the possibility of nationalization, expropriation, to create equal rights and complete economic freedom for all business participants, and to prevent government interference in the activities of business organizational structures.
A competitive economic regime provides for free competition between business participants for sources of raw materials, favorable investment conditions, and obtaining a larger share of profits.
The formation of elements of market infrastructure provides the opportunity for entrepreneurs to participate in the system of commodity and stock exchanges, use the services of commercial banks, wholesale trade enterprises, opens access to resources, loans, information, etc.
Stimulating entrepreneurship involves encouraging the organization and development of entrepreneurial activities, the creation
favorable economic environment (tax breaks, direct government subsidies, financing of risky projects of an innovative nature, etc.).
An entrepreneur should get pleasure from entrepreneurial activity. He participates in solving social issues of the labor activity of his employees, protecting their health, and preserving jobs.
The classification of criteria for choosing priority areas of business activity is shown in Fig. 2.
An important role in the formation of entrepreneurial organizational structures is played by training, retraining and advanced training of personnel. The future entrepreneur must have developed professional and analytical skills, know and use the latest approaches to organizing business structures.
Any activity of entrepreneurial organizational structures operates within the appropriate legal environment. Therefore, the creation of the necessary legal conditions is of great importance. This, first of all, the presence of laws regulating the activities of business structures creates the most favorable conditions for its development:
Simplified and accelerated procedure for registering enterprises;
Protection of entrepreneurs from government bureaucracy;
Improving tax legislation in the direction of motivating the activities of industrial entrepreneurship;
Development of joint activities of Ukrainian entrepreneurs with foreign countries.
This includes the creation of regional centers for supporting small businesses, improving methods and forms of statistical reporting. An important role is also played by the preparation of legislative initiatives on issues of legal guarantees for the activities of business structures, including, first of all, the right to property and compliance with contractual obligations.
Rice. 2. Classification of criteria for choosing priority areas of business activity
The economic conditions for the creation of entrepreneurial organizational structures are, first of all, the supply of goods and the demand for them; types of goods that buyers can purchase, the amount of money that buyers can spend on those purchases; surplus or shortage of jobs, labor force, affecting the level of wages of workers, and their ability to purchase goods.
The economic situation is significantly influenced by the availability and accessibility of financial resources, the level of income on invested capital, as well as the amount of borrowed funds that entrepreneurs are willing to turn to to finance their business operations and that credit institutions are willing to provide to them.
All this is done by many different organizations that make up the market infrastructure through which entrepreneurs can establish business relationships and carry out commercial transactions. These are banks - providing financial services; suppliers - provision (supply) of raw materials, materials, semi-finished products, components, fuel, energy, machinery and equipment, tools, etc.; wholesale and retail suppliers - providing services to bring goods to consumers; special enterprises and institutions - provision of professional legal, accounting, intermediary services; employment agencies - providing assistance in the selection of labor; educational institutions - training of workers and specialists - employees; other agencies - advertising, transport, insurance, etc.; means of communication and information transfer.
Very close to the economic ones are the social conditions for the formation of entrepreneurial organizational structures. First of all, this is the desire of buyers to purchase goods that suit their tastes and fashion. At different stages of development of the country's economy, these goals may change. Moral and religious norms, which depend on the socio-cultural environment, play a significant role. These norms have a direct impact on the lifestyle of consumers and through this - on their demand for goods. Social conditions influence an individual’s attitude towards work, which in turn affects his attitude towards wages and working conditions provided for by business activities.
Stage 1. Selection of the organizational and legal form of entrepreneurship.
The most popular organizational and legal forms of legal entities today are a unitary enterprise (UE), a limited liability company (LLC) and an additional liability company (ALC). When choosing between them, you can be guided by the following criteria:
1) The number of persons intending to register a legal entity. If you plan to open a legal entity without partners, then there is only one choice - a unitary enterprise. If the number of founders is two or more, then an LLC or ALC is registered;
2) Legal address. An LLC or ODO must have premises under its legal address, which belong to it either by ownership or by lease. The same requirement applies to the unitary enterprise, but at the same time, the owner of the unitary enterprise property, under certain conditions, has the right to register a legal entity at the place of residence. And these conditions are:
Or the residential premises belong to him by right of ownership (in shared or joint ownership). In this case, the unitary enterprise is registered in this premises with the consent of the other owner (all owners), as well as all adult members of his family (and family members of all owners) living in this premises;
Or he permanently resides in residential premises (except for residential premises of the state housing stock), as evidenced by a mark in the identity document or information in the registration card (house register). In this case, to register a legal entity. the person will need the consent of the owner (all owners) of the residential premises of a private housing stock, as well as all adult family members of the owner (all owners) living in the premises.
The legislation directly prohibits production activities (performance of work, provision of services) in a residential premises, which is the location of the unitary enterprise, without transferring this premises to non-residential premises. And also, by Decree of the Council of Ministers dated December 15, 2008 No. 1924, from January 1, 2009, the benefit for owners of residential premises used at the legal address of the unitary enterprise was canceled, when during the first year after state registration, fees for maintenance and utilities were charged at the rates for the population. Today, fees for maintenance of a residential building and utilities are calculated immediately from the date of registration of the unitary enterprise at tariffs that ensure full reimbursement of the economically justified costs of their provision (which significantly increases the rent). Therefore, before registering a unitary enterprise at your place of residence, you need to think carefully about whether it is worth it;
3) Availability of an accountant on staff. The director of the unitary enterprise can conduct accounting and prepare reports personally, without hiring an accountant on staff. In other legal entities, an accountant must be on staff, except in cases where accounting is entrusted to a specialized organization or individual entrepreneur;
4) Withdrawal from the founders. If the founder of an LLC or ODO wants to leave the founders, he can sell his share in the authorized capital to another founder or a third party. If the founder of the UP decides to terminate his business by selling it to someone, then he will not be able to do this by simply buying and selling a share, since he is the owner of all the property of the UP. In this case, he will be faced with a complex and quite expensive procedure for selling the enterprise as a property complex.
Stage 2. Preparation of constituent documents
The decision to create a unitary enterprise is formalized by the decision of the founder, and LLC and ALC - by the minutes of the meeting of founders and the minutes of the constituent meeting. There is no need to submit these documents to the executive committee. However, you will need them when opening a temporary account if you are forming an authorized fund with money.
When creating a legal entity, the following constituent documents are drawn up:
When creating a unitary enterprise - the charter, which is approved by the decision of the founder on the creation of the unitary enterprise;
When creating an LLC or ALC - a constituent agreement and charter, which is approved by the minutes of the constituent meeting.
Stage 3. Approval of the name of the legal entity
Before submitting documents to the executive committee, the founders must agree on the name of the legal entity. This procedure is regulated by the Regulations on the procedure for approving the names of commercial and non-profit organizations, approved by Resolution of the Council of Ministers dated 02/05/2009 No. 154, and is specified by the Ministry of Justice Resolution No. 20 dated 03/05/2009 “On the approval of the names of legal entities.”
The name can be agreed upon by the founder of the legal entity or another person by proxy. To do this, he needs to submit an application to the Minsk City Executive Committee or the Regional Executive Committee (the application form can be obtained from the executive committee or on the website www.minsk.gov.by) and a power of attorney. Moreover, these documents can not only be submitted in person (in which case you will need an identification document), but also sent by mail. If you apply in person, the name will be approved on the same day, and if the application is received by the executive committee by mail, within 2 days. After this, you will be given a certificate confirming the approval of the name of the legal entity. Its date and number will need to be indicated in the application for state registration. The agreed name must be used to register a legal entity within 3 months (for this period the agreed name is reserved for the applicant).
Stage 4. Selecting a legal address
The Registration Regulations state that the founders of a legal entity must determine the intended location of its location. The indication of the “intended” location suggests that in the application for state registration you can indicate any address, register at it, then find a permanent office, conclude a lease agreement and notify the executive committee of the change of location. In addition, documents confirming the legal address are not submitted to the executive committee.
Stage 5. Formation of the authorized capital (CF)
The requirement to comply with the minimum size of a private company has been canceled (the minimum size of a company remains only for CJSC - 100 BV, OJSC - 400 BV and legal entities with foreign investments - at least 20,000 US dollars).
Thus, the founders can determine any size of the MF. However, it is advisable to form it in a very small size. Immediately after registration, a legal entity is faced with issues of rent, purchase of goods, payment of wages to employees, etc. And since the activity is just beginning and there may be no profit yet, UV can be used for these purposes.
When forming a MF at the expense of money, the founder (LLC and ODO - authorized by other founders) must open a temporary account in one of the banks of Belarus into which cash deposits will be made (according to the Instructions on the procedure for opening and closing bank accounts by banks and non-banking financial institutions, approved by resolution of the Board of the National Bank dated June 20, 2007 No. 127). Later, when a current account is opened, you will need to close the temporary account and order the money to be transferred to the current account. When forming a MF in non-monetary form, before submitting documents to the executive committee, it is necessary to assess the value of the non-monetary contribution.
Stage 6. Submission of documents to the executive committee
Legal entities are registered at their location. The powers for state registration of legal entities are vested in the regional executive committees and the Brest, Vitebsk, Gomel, Grodno, Minsk, and Mogilev city executive committees. At the same time, the regional executive committees delegated part of their powers to the city and district executive committees (in Minsk - to the district administrations). No one checks the veracity of the information specified in the application for state registration, but if you provide false information, you can subsequently lose your business.
An employee of the executive committee, having accepted the documents, on the same day:
He will put a stamp on the charter of the legal entity indicating state registration, issue one copy of the charter and make a record of state registration in the Unified State Register of Legal Entities and Individual Entrepreneurs (USR). A legal entity is considered registered from the date of affixing a stamp on the charter and entering information into the Unified State Register;
Provide the Ministry of Justice with the necessary information about the legal entity for inclusion in the Unified State Register.
No later than the next working day, a certificate of state registration will be issued and, within 5 working days, documents confirming registration with the tax authorities, state statistics authorities, the Federal Social Security Fund, and Belgosstrakh.
The UNP matches the registration number. If within 5 working days, while documents confirming registration with the tax authorities are expected, you need to indicate the UNP anywhere, it coincides with the registration number indicated in the certificate of state registration of the legal entity.
But OKPO (the general statistical code of enterprises and organizations, assigned upon registration with statistical authorities) does not correspond to anything.
Stage 7. Making a seal
The presence of a legal entity's charter with a stamp indicating state registration is the basis for applying for the production of seals (stamps) to stamping and engraving organizations. Special permits for the manufacture of seals (stamps) are now not needed.
Along with the stamped original of the charter (in practice, copies of the title and first pages may also be required), the stamp manufacturer must submit:
An application signed by the head of the legal entity, indicating the basis for the application (registration of the legal entity);
Sketches of seals (stamps) in one copy, signed by the head of the legal entity;
A document confirming the right to a trademark (service mark) in the event that a trademark (service mark) is placed in print.
The seal will be produced within a few days.
Stage 8. Opening a current account
Decree No. 1 provides for a simplified procedure for opening current (settlement) accounts of business entities. So, to open a bank account you must submit:
Application for opening a current (current) account;
A copy (without notarization) of the charter, which has a stamp indicating state registration;
A card with sample signatures of legal entity officials who have the right to sign documents for settlements, and a seal imprint. Moreover, the authenticity of signatures and seal imprints on cards with their samples no longer needs to be notarized - they will be certified by a bank employee.
The registration regulations no longer require obtaining a certificate from the head of a commercial organization. Nowadays, documents confirming the authority of the manager can be an order, a contract, a decision of the founder (for a unitary enterprise), or a protocol of the general meeting of participants (for an LLC and an ALC).
Stage 9. Applying to the Inspectorate of Taxes, the Federal Social Security Service and Belgosstrakh
Having received the documents from the executive committee, you need to independently contact the Internal Revenue Service, the Federal Social Insurance Fund and Belgosstrakh so that your case can be registered here. In addition, the head of the organization must undergo training in labor protection (Article 19 of the Law of June 23, 2008 No. 356-Z “On Labor Safety”). You can find out where such training is conducted in the executive committee, and here after the training the relevant commission will check the knowledge gained.
Stage 10. Drawing up an order for the director of a private unitary enterprise
The director takes office in accordance with the charter of the private unitary enterprise, which stipulates that the founder himself is also a director (this norm is included in the charter on the basis of the relevant provisions of the founder’s decision). Based on this provision of the charter, an order is created to assume the position of director in approximately the following form:
ChTUP "Continent"
03.06.2010 No. 1-k
Gomel
Personnel issues
I am taking up the position of director of Private Unitary Enterprise “Continent” in accordance with subclause 5.1 of the Charter and the decision of the founder of the organization.
Director
3.1. 2. Privatization program in the Republic of Belarus
Privatization in Belarus has been going on since 1991. From 1991 to 2009, 2,421 enterprises were transformed into open joint-stock companies in the republic, which is 53% of the total number of reformed enterprises; 983 objects (22.7%) were sold at auctions; 426 objects (9.4%) were sold through competition; 724 properties were purchased (15.9%). Since 2008, privatization in the Republic of Belarus has been carried out on a planned basis and is characterized by scale. The main goals of transforming enterprises into open joint-stock companies are:
· Increasing the level of development of the country by attracting direct investment (foreign and domestic);
· Use of new and high technologies, advanced management experience;
· Solving budget problems related to replenishing the budget and eliminating direct government funding.
Decree of the President of the Republic of Belarus dated April 14, 2008 No. 7, and resolution of the Council of Ministers of the Republic of Belarus dated July 14, 2008 No. 1021 approved the privatization plan for objects owned by the republic for 2008-2010. According to it, 468 republican-owned enterprises in various sectors of the economy are subject to privatization, of which 325 enterprises have already been reformed in 2008-2009. According to the Law of the Republic of Belarus of January 19, 1993 “On the denationalization and privatization of state property in the Republic of Belarus” privatization - this is the acquisition by individuals and legal entities of ownership of objects owned by the state.
As a result of privatization, the state completely or partially loses the rights to own, use and dispose of state property, and state bodies lose the rights to directly manage this property.
Basic principles carrying out privatization in the Republic of Belarus according to the law “On denationalization and privatization of state property in the Republic of Belarus” are:
Ø a combination of paid and gratuitous methods of privatization;
Ø the right of every citizen of the Republic of Belarus to a part of gratuitously transferred state property;
Ø differentiation of methods, forms and procedures of privatization;
Ø delimitation of competence to implement privatization between government bodies and management at various levels;
Ø provision of certain social guarantees to members of labor collectives of privatized enterprises;
Ø control over the implementation of privatization by the state;
Ø ensuring wide publicity of the privatization process;
Ø gradualism and phasing;
Ø compliance with the law.
In addition to preserving social stability at a particular enterprise, privatization also performs global functions: attracting investment for the modernization of enterprises through the mechanism of corporatization.
Government bodies authorized to carry out denationalization and privatization are:
· in relation to objects of republican property - the republican government body. Subordinate to the Council of Ministers of the Republic of Belarus - the State Committee on Property of the Republic of Belarus;
· in relation to municipal property - privatization bodies of local Councils of Deputies.
Objects of privatization are:
Ø trade, catering, consumer services, construction enterprises; enterprises processing agricultural products and servicing agriculture;
Ø rental enterprises, which are being reformed by purchasing leased state property and creating open joint-stock companies;
Ø public housing;
Ø state enterprises;
Ø shares (shares, stocks) owned by the Republic of Belarus, administrative-territorial units, in the property of business entities.
Subjects of privatization can be:
Ø citizens of the Republic of Belarus;
Ø legal entities of the Republic of Belarus, whose activities are based on a non-state form of ownership;
Ø foreign investors;
Ø stateless persons;
Ø labor collectives.
Privatization is carried out in two forms: by gratuitous transfer or sale of state property.
The purpose of free privatization is to transfer part of state property only to citizens of the Republic of Belarus to ensure social equality in the process of transition to a market economy. The procedure for distribution of gratuitously transferred state property is determined by the President of the Republic of Belarus.
Privatization by sale carried out in the following ways:
Ø sale of state property at auction or competition;
Ø sale of shares owned by the state, including on preferential terms in accordance with the legislation of the Republic of Belarus;
Ø repurchase of leased property by a rental company.
The sale of an object of state property at an auction is its acquisition by an individual or legal entity of ownership at an open auction, when the buyer is not required to fulfill any conditions (auction without conditions) or when the buyer is required to fulfill certain conditions (auction with conditions) established by the authority privatization.
When selling an object of state property at an auction with conditions, the buyer is required to fulfill any of the following conditions established by law:
Ø maintaining the purpose or profile of the privatization object,
Ø preservation or creation of jobs,
Ø implementation of investment programs,
Ø preservation of the historical character of the privatization object, which is a historical and cultural value.
The winner of the auction is the participant who offered the maximum price during the auction.
The sale of an object of state property through a competition is its acquisition by an individual or legal entity into ownership, when the buyer is required to fulfill certain conditions established by the privatization body.
The winner of the competition is the participant whose proposal best meets the established criteria. Other things being equal, the winner of the competition is the participant who offers the highest price.
When selling at an auction with conditions and (or) by competition, enterprises with up to 100 jobs, whose debt on financial obligations is equal to the active part of the balance sheet or exceeds it, the initial price for such an object is set at one base value.
The owner of an object privatized in this way is obliged to repay the debt to the state and other creditors in the prescribed manner, preserve a certain number of jobs, ensure the production and economic activities of the enterprise and fulfill other conditions of the purchase and sale agreement for this object. The sale of state objects at competitions and auctions is carried out only for cash.
Methods of denationalization and privatization are also:
Ø transformation of state-owned, unitary and leasehold enterprises based on the right of economic management into OJSC;
Ø entering state property leased into the authorized capital of an OJSC created on the basis of a rental enterprise.
Questions for self-control:
1. List the stages of creating a business structure.
2. Explain the significance of each stage.
3. Reveal the essence of the privatization program in the Republic of Belarus.
4. Name the principles of the privatization process.
5. Describe the methods of privatization of enterprises.
Literature:, , ,
Topic 3. 2. The procedure for creating business structures
1. State registration of entrepreneurs
2. Registration of legal entities and individual entrepreneurs
3. Constituent documents
4. The procedure for opening and closing a bank account.
5. Licensing of business activities
6. Carrying out product certification.
3. 2. 1. State registration of business
activities
In accordance with the Regulations on state registration of business entities, approved by Decree of the President of the Republic of Belarus No. 1 dated January 16, 2009, state registration of a legal entity is carried out at its location, and for an individual entrepreneur - at its place of residence. For state registration of commercial and non-profit organizations, individual entrepreneurs, changes and (or) additions made to the charters of legal entities (constituent agreements - for commercial organizations operating only on the basis of constituent agreements), certificates of state registration of individual entrepreneurs, issuance of a duplicate certificate of state registration, a state fee is charged.
Commercial organizations independently determine the size of their authorized capital. The minimum size of the authorized capital is established in an amount equivalent to:
100 basic values - for closed joint-stock companies;
400 basic values - for open joint-stock companies.
State registration is carried out by the following registration authorities:
· National Bank - banks and non-banking financial institutions, including those with foreign investments and in free economic zones;
· Ministry of Finance - insurance organizations, insurance brokers, associations of insurers, including those with foreign investment and in free economic zones;
· Ministry of Justice - chambers of commerce and industry;
· administrations of free economic zones - commercial and non-profit organizations, including commercial organizations with foreign investments, individual entrepreneurs in free economic zones;
· regional executive committees and the Minsk City Executive Committee - commercial organizations with foreign investments;
· regional executive committees, Brest, Vitebsk, Gomel, Grodno, Minsk, Mogilev city executive committees - business entities not specified in paragraphs two to six of this paragraph. Regional executive committees have the right to delegate part of their powers regarding state registration of business entities to other local executive and administrative bodies, and the above-mentioned city executive committees to the corresponding district administrations in cities.
Registration authorities, in accordance with their competence:
Agree on the names of commercial and non-profit organizations in the manner established by the Council of Ministers of the Republic of Belarus;
Carry out state registration of business entities, amendments and (or) additions made to the charters of legal entities (founding agreements - for commercial organizations operating only on the basis of constituent agreements), certificates of state registration of individual entrepreneurs, by affixing them to the charter (founding agreement), changes and (or) additions made to the charter (constituent agreement) of a legal entity, stamp and making a corresponding entry in the Unified State Register of Legal Entities and Individual Entrepreneurs;
Provide the Ministry of Justice with the necessary information about business entities for their inclusion in the Unified State Register of Legal Entities and Individual Entrepreneurs, as well as for their exclusion from this register;
Provide systematization and storage of data on state registration of business entities;
For state registration of commercial organizations, including commercial organizations with foreign investments, the following are submitted to the registration authority:
· charter (constituent agreement - for a commercial organization operating only on the basis of the constituent agreement) in two copies without notarization, its electronic copy (in .doc or rtf format);
· a legalized extract from the trade register of the country of establishment or other equivalent evidence of the legal status of the organization in accordance with the legislation of the country of its establishment (the extract must be dated no later than one year before filing the application for state registration) with a translation into Belarusian or Russian (the translator’s signature is notarized ) - for founders who are foreign organizations;
· a copy of an identity document with a translation into Belarusian or Russian (the translator’s signature is notarized) - for founders who are foreign individuals;
For state registration of an individual entrepreneur, the following must be submitted to the registration authority:
· application for state registration;
· photograph of the citizen who applied for state registration;
· original or copy of a payment document confirming payment of the state duty.
For state registration of changes and (or) additions,
introduced into the charters of commercial organizations (constituent agreements - for commercial organizations operating only on the basis of constituent agreements), the following are submitted to the registration authority:
· application for state registration;
· changes and (or) additions in two copies, which must be drawn up as appendices to the charter (the constituent agreement - for a commercial organization operating only on the basis of the constituent agreement), without notarization, their electronic copy. At the request of a commercial or non-profit organization, the charter (memorandum of association) may be presented in a new edition;
· original certificate of state registration in the event of a change in the name of the organization or its reorganization;
· original or copy of a payment document confirming payment of the state duty.
For state registration of changes and (or) additions made to the certificate of state registration of an individual entrepreneur, the following are submitted to the registering authority:
Application for state registration;
Original certificate of state registration;
Photo of an individual entrepreneur;
Original or copy of a payment document confirming payment of the state duty.
State registration of changes and (or) additions made to the certificate of state registration of an individual entrepreneur entails the issuance of a new certificate of state registration. Registration authorities accept documents submitted for state registration, consider their composition and the content of the application for state registration, and, if necessary, explain to persons submitting such documents the rules for their submission and execution provided for by law.
On the day of submission of documents submitted for state registration, an authorized employee of the registration authority:
puts on the charter (constituent agreement - for a commercial organization operating only on the basis of the constituent agreement), amendments and (or) additions made to the charter (constituent agreement) of a legal entity, a stamp indicating state registration, issues one copy of the charter (constituent agreement) agreement) to the person who represented it, and enters into the Unified State Register of Legal Entities and Individual Entrepreneurs a record of the state registration of the business entity, changes and (or) additions made to the charter (constituent agreement) of the legal entity, a certificate of state registration of the individual entrepreneur;
submits to the Ministry of Justice the necessary information about business entities for their inclusion in the Unified State Register of Legal Entities and Individual Entrepreneurs.
The date of state registration is indicated in the certificate of state registration of a legal entity, individual entrepreneur by the date determined in accordance with part three of this paragraph.
A certificate of state registration in the form established by the Council of Ministers of the Republic of Belarus is issued no later than the working day following the day of submission of documents for state registration.
3. 2. 2. Registration of legal entities and individual entrepreneurs
The registering authority, within five working days from the date of making, in accordance with paragraph two of part two of clause 22 of the Regulations on the state registration of business entities, an entry on the state registration of a business entity in the Unified State Register of Legal Entities and Individual Entrepreneurs, issues documents confirming registration with the tax authorities , state statistics bodies, bodies of the Social Protection Fund of the Ministry of Labor and Social Protection, registration with the Belarusian Republican Unitary Insurance Enterprise "Belgosstrakh".
The Ministry of Justice makes an entry on the inclusion of a business entity in the Unified State Register of Legal Entities and Individual Entrepreneurs on the date the registration authority made the corresponding entry on the state registration of the business entity in this register.
IMNS. By calling your Tax Inspectorate in advance, you can find out who has been appointed as a tax inspector (for this you will need to name your UNP). As a rule, the following documents are submitted to the Tax Inspectorate:
A copy of the state registration certificate certified by the director of the legal entity (the certification consists in the fact that the copy is marked “Copy is correct”, signature, transcript of the signature, seal);
A copy of the constituent documents certified by the director of the legal entity (in order not to certify each page, the documents are stitched with threads, paper is glued to the back of the threads and a certification is placed on it);
Certified copies of passports of the director and accountant (pages 31, 32 and with registration);
A copy of a document from the executive committee confirming registration with the tax authorities;
Two folders.
In addition, the IMNS needs:
Register a book of inspections (audits). It can be purchased directly from the Tax Inspectorate or in blank supply stores. According to the resolution of the Council of Ministers of the Republic of Belarus dated March 18, 2010 No. 383, a legal entity and individual entrepreneurs are required to prepare a book no later than 1 month from the date of tax registration. The inspection book is acquired by the inspected entities additionally for each trading place on the market, trading facility and other object of activity located outside their location, including by an individual entrepreneur - for each trading place on the market, trading facility and other object in which an individual the entrepreneur performs work, provides services, sells goods (with the exception of vehicles used for transporting passengers and goods on the basis of a special permit (license).
The inspection record book must be numbered, laced, signed by the head of the inspected entity or an individual entrepreneur, a person carrying out private notary, craft activities, activities in the field of agroecotourism, and a seal. If an individual entrepreneur, a person engaged in craft activities, activities in the field of agro-ecotourism does not have a seal, the inspection book is sealed only with his signature.
Get a book of comments and suggestions. To do this, you need to fill out an application for the issuance of a book, pay its cost to the transit account of the Tax Inspectorate (cash payment through a bank) and submit a copy of the receipt to the Tax Inspectorate. On page 67, the person responsible for storing the book must be indicated;
Submit an application for application of the simplified taxation system (for those who plan to apply it) within 10 working days from the date of receipt of the state registration certificate.
There is no deadline for applying to the Tax Inspectorate. But you can focus on 10 days from the date of receipt of the state registration certificate (if an application is submitted for the simplified tax system) or 1 month from the date of state registration (the period for drawing up a book of inspections (audits)). Tax registration is regulated by Resolution of the Ministry of Taxes and Taxes dated September 22, 2009 No. 72 “On introducing amendments and additions to the Instructions on the procedure for registering payers of taxes, fees (duties) with the tax authorities of the Republic of Belarus.
Registration to the Social Protection Fund (FSZN)
determined by Resolution of the Council of Ministers of the Republic of Belarus dated July 10, 2009 N 917 “On approval of the Regulations on the procedure for registering and deregistering payers of mandatory insurance contributions.” The deadline for applying to the FSZN has not been established. You can check in advance by phone what documents will be required from you. Typically this is:
A certified copy of the state registration certificate;
A certified copy of the constituent documents;
Certified copies of passports of the director and accountant (pages 31, 32 and with registration at the place of residence);
Certified copies of orders for the appointment of director and accountant;
A copy of the order on the timing of salary payment;
A copy of the document from the executive committee confirming registration with the tax authorities.
Belgosstrakh. You can call your branch in advance and find out what documents will be required. Most often, it is enough to send a letter with information about the director and accountant.
V.V. Tomilov, A.A. Krupanin, T.D. KhakunovBook table of contents
2.3. Methods and forms of organizing intrapreneurship
An analysis of the process of establishing intrapreneurship showed that the creation of entrepreneurial structures by traditional enterprises is based on the needs of the enterprise and its resource capabilities. Each enterprise has its own main reason out of many possible ones (their survival, the formation of prospects, etc.) and has its own specific resource capabilities and reserves (raw materials, equipment, money, etc.). Accordingly, the methods of formation of entrepreneurial structures, their organizational forms and forms of communication with basic structures will be very diverse and must correspond to the specific features of the goals of the basic object.
They differ in the way they are created and the basic element.
The following main methods of creation can be distinguished:
C 1 - formation of entrepreneurial structures by separating structural divisions of the base enterprise;
C 2 - formation of entrepreneurial structures based on the resources of the base enterprise;
C 3 - formation of new business structures from scratch;
C 4 - purchase of production facilities and their transformation into production structures.
When building business structures, the reserves of the enterprise act as the basic elements (see Table 2.2.).
In general, the method of creating an entrepreneurial structure can be represented as a tuple of indicators:
M PS = ( Ci; Bj );
Where:
M ps - method of creating the i-th entrepreneurial structure;
Сi - method of creating the (i-th) entrepreneurial structure;
Bj is the basic element (j-th) of creating an entrepreneurial structure.
Table 2.2 Basic elements of building a business structure
In Fig. 2.9 shows the relationship between the methods of creating entrepreneurial structures at existing enterprises and their dependence on the basic elements of entrepreneurship, which are the reserves of this enterprise.
Thus, the formation of an entrepreneurial structure by allocating a structural (or structural) division of the base enterprise for entrepreneurial activity is possible only when it has reserves of production capacity and there is potential demand for their products. Creating an entrepreneurial structure based on the allocation of individual reserves (production space, production equipment, etc.) is advisable when on their basis it is possible to implement a promising entrepreneurial idea. Moreover, when choosing a basic element, it is necessary to take into account its economic significance.
When choosing a method of formation by separation, it is necessary to take into account the presence of sufficiently autonomous production structures that can be freed from the main production and considered as a reserve.
Rice. 2.9. Methods for creating entrepreneurial structures and their dependence on the reserves of basic enterprises
Creating a new entrepreneurial structure from scratch is advisable if you have a promising entrepreneurial idea and financial resources (own or borrowed).
The purchase of entrepreneurial structures and their transformation is advisable when there are financial resources and the ability to implement a promising entrepreneurial idea on the basis of these structures.
The allocation of a basis for the creation of entrepreneurial structures is closely related to the goals that the enterprise sets when developing intrapreneurship. Of the many possible goals of entrepreneurship, the most relevant and significant ones are highlighted. Obviously, the need for survival can be put in first place, in second place the need to switch to new products, in third place the possibility of obtaining additional profit through more efficiently used resources.
If the main goal is survival, then it is obvious that there are no financial resources, and when creating an entrepreneurial structure, the main thing is the commercialization of available resources through their involvement in entrepreneurial activity, that is, the creation of entrepreneurial structures based on them.
The same method is preferable if the main goal is to obtain additional profit (in the absence of financial reserves).
The choice of methods for creating a business structure includes the following elements:
Entrepreneurship development goals are established.
The significance of the goals is analyzed and the main ones are identified.
The resource reserves of the base enterprise are determined.
The economic significance of basic resources is assessed.
The basic resources that are most preferable from the point of view of achieving the main goal are determined.
A method for creating an entrepreneurial structure is established that allows you to most effectively achieve your goal.
The forms of existence of intrapreneurship are characterized by the forms of existence of the entrepreneurial structure and organization and the nature of its relationship and cooperation with the base enterprise, that is:
F I = (F PS; V I);
Where:
F ps - form of existence of the entrepreneurial structure;
B and are parameters characterizing the interaction between the business structure and the base enterprise.
The form of existence of entrepreneurial structures of enterprises can be represented by a tuple of indicators:
F ps = (O C; Q; M);
Where:
О с - organizational and legal status;
Q - specialization (type of activity);
M is the scale of production.
The following may be considered as options for organizational and legal status:
self-supporting structural division of the enterprise;
branch of the enterprise;
limited liability company;
closed joint stock company;
open joint stock company.
Their choice is explained by the fact that partnership relations, the contribution of each participant and his rights and obligations (enterprises and intrapreneurs) are clearly fixed in the contract.
The following options for specialization of business structures are possible:
performing work that technologically complements the main production;
release of products that are structurally and technologically similar to the main one;
production of products using raw materials and waste from the base enterprise;
production of products as part of the diversification of main production;
provision of services for the promotion of main production products and their maintenance.
According to the scale of entrepreneurship, the structure can be classified as small, medium and large businesses.
The connection between the business structure and the base enterprise, that is, the connection between intrapreneurship partners, can be represented by a tuple of the following indicators:
V I = (V p; V o; V f; V u; V l);
The nature of the relationship between the business structure and the base enterprise is presented in Fig. 2.10. These are the following connections:
In p - production and technological;
B 0 - organizational and structural;
V f - financial and economic;
In yu - legal;
In l - personal-psychological.
Production and technological is characterized by the connection between the production process of the base enterprise and the production process of business structures.
Organizational-structural is determined by the place of the entrepreneurial structure in the production structure of the base enterprise and in its management system.
The financial and economic connection is ensured by financial flows between business structures and their economic interdependence.
Legal connection is ensured by the relevant documents on the formation of the entrepreneurial unit, charters, constituent agreements, etc.).
The personal-psychological connection is ensured by the participation of the enterprise management in the management of the business structure, their personal interest in its activities, the participation and economic interests of employees of basic structures in the work of business structures.
An enlarged logical algorithm for justifying the form of entrepreneurial structures in intrapreneurship includes the following procedures:
1. Justification for the specialization of the business structure at the base enterprise.
2. Choice of production scale.
3. Justification of the connection between the entrepreneurial structure and the base enterprise.
4. Formation of the organizational and legal status of the business structure.
The preferred specialization option should maximize the use of basic production resources and be consistent with the nature of the adopted entrepreneurial idea.
The scale of production must correspond to the financial and other capabilities of intrapreneurship partners and external environmental conditions (tax policy, etc.).
Rice. 2.10. The nature of partner connections in intrapreneurship
The forms of existence of intrapreneurship are shown in Fig. 2.11.
The method of organizing the relationship and interaction of the base production and the entrepreneurial structure must correspond to the goals of intrapreneurship, the significance and nature of the participation of the base enterprise in their creation and ensure the interests of intrapreneurship partners: enterprises and entrepreneurs.
In the Russian agro-industrial complex
The beginning of the modern stage of agrarian reform was laid by Decree of the President of the Russian Federation of December 27, 1991 No. 323 “On urgent measures to implement land reform in the RSFSR” and adopted in development of this Decree by Decree of the Government of the Russian Federation of December 29, 1991 No. 86 “On the procedure for the reorganization of collective farms” and state farms." The decree ordered agricultural enterprises, collective farms and state farms, to reorganize during 1992 and bring their status into compliance with the then-current Law of the RSFSR “On Enterprises and Entrepreneurial Activities” and to re-register with state authorities. The main content of the Decree was its strict focus on profound changes in land relations, including the privatization of land. Local authorities were instructed to ensure control over the implementation of the right of members of collective farms and employees of state enterprises to freely leave them to create peasant (farm) farms.
It was envisaged that workers would be allocated appropriate land plots and property shares within a month from the date of filing an application to leave the collective farm (state farm) for running a peasant farm. The right of citizens leaving collective and state farms to exchange land plots and property shares, as well as to rent them out, was also established. The newly created peasant farms were given the right to pledge land in banks for issuing loans. It should be noted, however, that this right is not fully realized to this day.
A number of provisions of Decree No. 323 were developed in Decree of the Government of the Russian Federation of December 29, 1991 No. 86 “On the procedure for reorganizing collective and state farms.” This mainly concerned the procedure for reorganization measures, as well as issues related to the transfer of collective and state farm social infrastructure objects to municipal ownership. Due to the fact that Decree No. 323 required mandatory organizational and legal reorganization of farms and their re-registration already in 1992, this year marked the beginning of the transformation of collective and state farms into partnerships and joint-stock companies. However, due to the tight timing of the reorganization, the reorganization was unprepared. Only on September 4, 1992, the Government of the Russian Federation issued Decree No. 708 “On the procedure for privatization and reorganization of enterprises and organizations of the agro-industrial complex,” which approved the “Regulation on the reorganization of collective farms, state farms and the privatization of state agricultural enterprises.” It established possible ways and features of the reorganization of agricultural enterprises, the procedure for determining property shares and land shares and directions for their use. The provision also confirmed the main idea of the said Decree, linking the reorganization of agricultural enterprises with the main goal of agrarian reform - changing production relations in rural areas through the exercise of the right to freely choose forms of entrepreneurship with the assignment of land shares and property shares to peasants.
The provision quite clearly defined the need to unconditionally recognize the right of a worker to leave a collective farm with the allocation of a land share and a property share for the organization of a peasant farm without the consent of the labor collective and the administration. It should be noted, however, that the final version of this provision appeared only after amendments and additions were made to it by Decree of the Government of the Russian Federation of December 11, 1992 No. 969.
Thus, Decree No. 323, from the point of view of its implementation, required additions by other legal acts, which continued until the end of 1992. And by this time the reorganization of farms should have been completed. The Decree itself was largely of a political nature, just like many other documents actually related to economic reforms. The political economic essence of the reform documents of 1991-1992, related to the agricultural economy, best corresponds with the main task of the state Program for the privatization of state and municipal enterprises in the Russian Federation for 1992, approved by Resolution of the Supreme Council of the Russian Federation No. 2930-1 of June 11, 1992. This task is formulated in the introduction to the Program: “Formation of a layer of private owners contributing to the creation of a socially oriented market economy.” The program did not directly affect the regulation of agrarian relations, but quite clearly expressed the target setting of the authorities at that time.
Essentially, the agrarian reforms of 1991-1992, as well as other areas of reform, aimed at the immediate destruction of socialism and administrative-planned economic management, in any case, that which, in quite certain forms, was still preserved in agriculture in the early 90s years. To an even lesser extent, the reforms of the 90s took into account the requirements of the existing structure of production itself, including the organizational and technological construction of production systems (land use technologies, livestock farming, machine systems, technological connections between the spheres of the agro-industrial complex, etc.), the location of settlements, the construction of social infrastructure and so on. Since the first stage of reorganization changes planned for 1992 turned out to be insufficiently developed, it was delayed and continued until 1994.
The most unsettled issues, however, were not the problems of reorganizing collective and state farms into partnerships and joint-stock companies, although there were many difficulties here, but the issues of allocating land and property shares for running peasant farming. The progress of the reform urgently required legal guarantees for peasants regarding these shares and shares. Therefore, in order to legally regulate land relations, as well as the further development of the entire reform, Decree of the President of the Russian Federation of October 27, 1993 No. 1767 “On the regulation of land relations and the development of agrarian reform in Russia” was issued.
The decree quite clearly defined that “citizens and legal entities - owners of land plots have the right to sell, inherit, donate, lease, exchange, as well as transfer a land plot or part of it as a contribution to the authorized funds (capitals) of joint-stock companies , partnerships, cooperatives, including those with foreign investment. Citizens and legal entities can form common joint or common shared ownership by voluntary association of land plots, land shares (shares) belonging to them.”
The decree announced that the state guarantees the protection and inviolability of private ownership of land, and also confirmed the right of owners of land shares, without the consent of other persons, to allocate land plots in kind for running a peasant and farm enterprise, for collateral, for expanding the household farming of peasants, under individual housing construction, for transfer to heirs, etc. The sale of land shares was also permitted, but with the following additional condition: “The sale of land plots used in agricultural production with a change in purpose is carried out by decision of the executive authority of the constituent entity of the Russian Federation.”
The termination of the state monopoly on land was implemented in the process of transferring land plots to citizens and enterprises. The process of land privatization means the emergence of private and common shared ownership of land, with the allocation of land shares to residents of rural areas.
Land privatization occurs not only in Russia, but also in other former Soviet republics. The practice of land privatization that has developed in the territory of the former USSR can be generalized from the position of three different methods of implementation: historically fair, as in the Baltic states when the land was returned to its former owners, socially fair (equally), economically feasible (transfer the land to effective owners).
According to Article 3 of the Land Code of the Russian Federation, which was in force during the period of the beginning of privatization processes in agriculture, state ownership of land and property of citizens and (or) collectives (joint or shared) are established in the Russian Federation. The owners of the land are: the state represented by the Russian Federation and its constituent republics, citizens, collective farms, teams of other cooperative enterprises and joint-stock companies, including those created on the basis of state farms and other state agricultural enterprises.
State ownership of land appears in the form of federal property of the Russian Federation and property of the republics that are part of the Russian Federation. Since April 1991, after the adoption of the Land Code, it was determined that state-owned land is transferred to state farms and other state agricultural enterprises for indefinite (permanent) use. In cases of transformation of these enterprises into joint-stock companies or cooperative agricultural enterprises, the land, by decision of their collectives, can be transferred into collective ownership (joint or shared). Members of collective farms could also choose a collective-joint or collective-share form of land ownership.
Land plots owned by citizens under the right of collective joint ownership are indivisible; a specific land share for each member of the enterprise is not determined. The allocation of a land share to a citizen is made when he leaves an agricultural enterprise to run a peasant farm or sell it, as well as when the agricultural enterprise is liquidated.
Other methods of land redistribution are the withdrawal of unused and poorly used lands of collective and state farms, transferring them to the district land redistribution fund; allocation of land for the expansion of household plots or the provision of vegetable gardens to collective farm members, state farm workers, and village residents.
The equalizing principle of land allocation was manifested in the fact that land plots are transferred to the collective joint ownership of citizens who are members of agricultural enterprises free of charge within the area calculated by multiplying the average estimated share prevailing in the administrative region by the number of members of a given specific farm. The remaining area of land assigned to the specified enterprise can be obtained for a fee paid by members of the agricultural enterprise to the relevant local representative body.
With collective shared ownership of land, the specific land share of each citizen is determined in quantitative terms. A state act on the right of ownership, perpetual (permanent) use is issued to the corresponding agricultural enterprise, indicating the size of land in state and collectively-shared ownership, a list of co-owners and the land share of each of them.
The disposal of land plots that are in the collective shared ownership of citizens is carried out by a decision of the general meeting of the collective of co-owners or by a governing body elected by it. A land share can be obtained upon exit from an enterprise for the purpose of creating a peasant farm or sale. The land share can be transferred by inheritance. With collective and joint ownership of land, citizens do not have the rights of inheritance, donation, or sale of land shares, which significantly impairs their economic opportunities. Therefore, collective shared ownership of land seems preferable.
The created district and on-farm commissions were supposed to delineate the lands used by collective and state farms, highlighting lands that remained in state ownership and were transferred to citizens into private, individual and collective-shared ownership. Collective joint ownership of land was not mentioned at all in the Resolution. This document was a catalyst not only for the reorganization of collective and state farms into partnerships and joint-stock companies, but also for the creation of peasant (farmer) farms.
The reorganization of collective and state farms corresponded to the course towards the deployment of market reforms and pursued goals similar to privatization: streamlining property relations, the transition to private property.
All members of the state farm and employees of the collective farm, including those who have retired, have the right to a free land and property share in common shared ownership. By decision of the farm team, a share can be provided to employees of social facilities located on the territory of the farm. The size of the land share is established in physical or value terms. If the quality of the land is average, the land share should not exceed the norm for free transfer of land into ownership approved in the region.
The free land share in the amount of the average regional norm in the Rostov region in 1991 ranged from 5.7 hectares in the Oktyabrsky district to 30 hectares in the Zavetinsky and Remontnensky districts.
As in the city, in the countryside the following social groups turned out to be the least protected: children, teenagers, pensioners, social workers, employees of budgetary organizations who have restrictions on receiving land shares. The economic interests of farm collectives could in this case either coincide or contradict the interests of these social groups.
The privatization of land has shown that part of the land allocated as shares to pensioners may be completely out of agricultural circulation for a number of years, and in the best case will be leased to farmers, a partnership or an association. To relieve socio-economic tension, it was recommended to contact pensioners with a request to transfer their shares to children working on the farm, selling them to other workers of the farm, and not to the farm itself.
Due to the instability of land prices, it was practically impossible at the stage of land privatization to give a monetary valuation of the land part of the authorized capital of a partnership or joint-stock company. Although the monetary valuation of land as part of the authorized capital should have been made when organizing partnerships from subsidiary farms of industrial enterprises, when property shares cannot be allocated to an employee of the farms, since the owner of the funds is another enterprise.
Providing all workers and pensioners of reorganized farms with equal rights to receive a land share objectively restrained the disintegration of collective farms and state farms into small peasant farms and prevented a sharp release of labor resources in agriculture, leading to the creation of various larger societies and a few farms.
It was assumed that land shares would make it possible to move to a transparent mechanism for the sale of land rent. However, the half-hearted nature of land reform and its insufficient institutional and legal support still have a negative impact on the development of the entire spectrum of market relations in agriculture.
For a number of agricultural enterprises, special conditions for reorganization and privatization were established. They applied to state breeding and stud farms, stables, hippodromes, breeding and hybrid centers, state seed inspections, laboratories for variety testing of agricultural crops, variety testing stations and sites, enterprises for the reproduction of valuable and anadromous fish species, experimental production farms, specialized breeding collective farms and state farms, vegetable farms with reclamation systems, seed-growing, fish-growing, fruit-growing, viticulture, tea-growing farms, animal farms, livestock complexes, poultry farms and greenhouse complexes.
The conditions for their reorganization included restrictions on the allocation of land and property shares in kind, as well as on obtaining permission for reorganization from various departments.
Although the national project “Development of the Agro-Industrial Complex” does not provide for direct subsidies to agricultural producers, its very appearance indicates the need to strengthen state support for the agro-industrial complex after fifteen years of reform.
Russian agriculture received certain positive impulses after the financial crisis of 1998, as a result of which in 1999-2002. Imports of food products and agricultural raw materials sharply decreased, market niches and segments opened up for Russian producers. However, the rapid rise in prices for fuel and fuels and lubricants again brought agricultural enterprises to the brink of unprofitability.
Even after joining the WTO, the Russian Federation will retain the right to provide state support for agriculture within the framework of the so-called measures. "yellow basket" These measures include: subsidies for livestock and crop products, compensation for the costs of purchasing material and technical resources (mineral fertilizers, chemical plant protection products, energy resources for equipment and spare parts), subsidies for capital investments for industrial purposes (except for land reclamation costs), preferential lending (including write-off of loan debt), price support for commodity producers, subsidizing the costs of transporting agricultural products, etc. The “yellow box” measures are also reflected in the tools for implementing the national project “Development of the Agro-Industrial Complex”.
Ministry of Education and Science of the Russian Federation
Federal State Budgetary Educational Institution
Higher education
“Russian Economic University named after G.V. Plekhanov"
DEPARTMENT OF INFORMATION, ENTREPRENEURSHIP AND TRADE LAW
Test
In the discipline "Commercial Law"
on topic No. 17:
“The procedure for the creation, reorganization and liquidation of trade organizations”
Performed
student group 46
distance learning
Faculty of Distance Learning
Bachurina Anastasia Anatolyevna
Checked by: Filipenkova O.G.
Moscow 2015
Introduction. 2
Chapter 1. The procedure for creating trade (commercial) organizations. 3
Chapter 2. The procedure for reorganizing trade organizations. 8
Chapter 3. Procedure for liquidating a trade organization. 13
Conclusion. 19
List of sources used. 20
Introduction
Today, the present can be called the age of distribution, since there are more workers engaged in the transportation and distribution of goods and services than in any other sector of the economy. Even 30 years ago, Western marketing experts predicted that the importance of trade would increase as the consumer market system improved.
The importance of the trade sector is beyond doubt. The goal of trading activity is seen to be the maximum satisfaction of consumer demand for goods and services at a time convenient for the consumer, the required assortment and the required quantity.
The trade sector is a catalyst for ongoing changes in production and consumption in the context of constantly changing market needs.
As such, there is no definition in law of the concept of a trade organization, however, a trade organization can be called a commercial organization of any organizational and legal form engaged in trade activities (retail, wholesale sale of goods, etc.).
This test will examine the creation, reorganization and liquidation of trade organizations based on the laws of the Russian Federation.
Chapter 1. Procedure for creating trade (commercial) organizations
Commercial organizations are created at the will of the founders, and the legality of their creation is controlled by the state during state registration. A trade organization is considered created from the moment of state registration.
Mandatory state registration of all legal entities is one of the forms of state control and is carried out in order to protect the economic and political interests of the Russian Federation and other legal entities. It is carried out to combat secret entrepreneurship, conduct taxation, obtain statistical information, etc.
In accordance with the legislation in Russia, the following methods of creating trade organizations can be distinguished: regulatory-appearance, permitting and administrative.
In a market economy, most trade organizations are created in a regulatory manner, in which no special permission from the competent authorities is required, but rather compliance with the legal norms regulating the legal status and formation of this type of legal entity and the founders’ appeal to the registration authority is sufficient.
Federal Law No. 381-FZ dated December 28, 2009 (as amended on December 31, 2014) “On the fundamentals of state regulation of trade activities in the Russian Federation” expands the rights of owners of stationary stores. From the permitting procedure, he transfers them to the notification procedure. That is, anyone who wants to open a store can submit a legalized package of documents to the municipal authority, and within three days it is obliged to issue a certificate of the right to work.
On January 1, 2010, the notification nature of business registration for small enterprises began to operate in Russia. Any businessman who wishes to open, for example, a beauty salon or sushi bar, will have to send a notice indicating that his activities comply with the law and human safety standards. Since 2011, you can declare the opening of your own business by email. The notification nature of registration affected small enterprises operating in the field of retail and wholesale trade, public catering, passenger (up to 20 people) and freight transportation, and personal services. In total, these industries cover three quarters of small businesses.
In cases established by law, when creating commercial organizations, a permitting procedure is applied, which requires the founders (participants) of the organization to obtain prior permission from the competent authority for its creation. For example, according to the Federal Law “On Protection of Competition”, it is necessary to obtain the prior consent of the federal antimonopoly authority for the creation of associations of trade organizations in the form of unions or associations.
The permitting nature of opening and operating remains for non-stationary retail facilities, which include trays, stalls, tents, and kiosks. To open them, you must provide an extended list of documents.
In Art. 10 of the Federal Law of December 28, 2009 No. 381-FZ draws attention to the features of the placement of non-stationary retail facilities. Their placement on land plots, in buildings, structures, structures that are state-owned or municipally owned is carried out in accordance with the layout of non-stationary retail facilities, taking into account the need to ensure sustainable development of the territories and achieve the standards for the minimum provision of the population with the area of retail facilities. The layout of non-stationary retail facilities is developed and approved by the local government, and the scheme must provide for the placement of at least 60% of non-stationary retail facilities used by small and medium-sized businesses engaged in trading activities.
In an administrative manner, i.e. State and municipal unitary trade organizations are created on the basis of an order of the competent government body or local government body. The functions of the owner who creates such organizations are assigned to the Federal Property Management Agency and its local bodies. A state-owned enterprise will be created by decision of the Government of the Russian Federation. The peculiarity of this method is that trading entities are created not by the owner himself (the Russian Federation, its constituent entities, municipalities), but by a person authorized by him.
The process of establishing a commercial organization can be divided into three stages:
1) Development of documents necessary for registration of a commercial organization.
2) State registration of a commercial organization.
3) Formation of the minimum separate property of a commercial organization, guaranteeing the rights of its creditors.
1. Development of documents required for registration of a commercial organization. According to Article 12 of the Federal Law of Law 08.08.2001 N 129-FZ (as amended on July 13, 2015) “On State Registration of Legal Entities and Individual Entrepreneurs”, upon state registration of a newly created legal entity, the following is submitted to the registration authority:
· application for state registration signed by the applicant;
· decision to create a legal entity in the form of a protocol, agreement or other document in accordance with the legislation of the Russian Federation;
· constituent documents of a legal entity (originals or notarized copies);
· document confirming payment of state duty.
Of the listed documents, the decision to create a legal entity and constituent documents are documents that must be developed by the founders to register a commercial organization.
The decision to create a commercial organization is made at a meeting of persons establishing the company. The decision to create a commercial organization must be made unanimously. It can be drawn up in the form of a protocol, agreement or other document in accordance with the legislation of the Russian Federation.
At the meeting of persons establishing the company, the constituent document of the commercial organization must be adopted. The list of constituent documents of a commercial organization is established by the norms of the Civil Code of the Russian Federation and federal laws on the relevant organizational and legal forms of commercial organizations.
2. State registration of a commercial organization. According to Article 8 of Law 129-FZ on registration, state registration of a commercial organization is carried out within no more than five working days from the date of submission of documents to the registration authority. The registration authority in the Russian Federation is the Federal Tax Service (FTS of Russia) (paragraph 2, clause 1 of the Regulations on the Federal Tax Service, approved by Decree of the Government of the Russian Federation of September 30, 2004 No. 506 (as amended on April 3, 2015)). The decision on state registration made by the registering authority is the basis for making a corresponding entry in the relevant state register. The moment of state registration is recognized as the entry by the registering authority of the corresponding entry into the relevant state register. From this moment the commercial organization is considered created.
3. Formation of the minimum separate property of a commercial organization, guaranteeing the rights of its creditors. The formation of the minimum separate property of a commercial organization, guaranteeing the rights of its creditors, is understood as the process of assigning property belonging to the founders to the created legal entity. The formation of minimum separate property can occur both before the registration of a commercial organization and after this moment. The size of the named property of a commercial organization, as well as the procedure for its formation, depend on the organizational and legal form of the commercial organization.
The need to form a minimum separate property is due to the need to protect the property rights of creditors of a commercial organization. The security function is manifested in the fact that the size of the net assets of a commercial organization, which is determined by the difference between the asset and liability of the organization, cannot be less than the size of the minimum separate property. Otherwise, a commercial organization must reduce the size of its minimum separate property, and if the size of net assets is less than the minimum amount established by law or constituent documents, then the commercial organization is obliged to liquidate.
Meanwhile, it should be noted that the property of a commercial organization is not limited to the minimum separate property that guarantees the rights of its creditors. In the course of their activities, commercial organizations have the right to acquire other property, which may not be included in the minimum separate property.