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- State-owned corporations
- Disadvantages
- Main provisions of the statute
- Minimum capital
- Registered office
- Registration and liquidation
- Annual accounts
Joint-Stock CompaniesThere are two types of Russian Joint-Stock Companies:
Founders of a joint-stock company sign a written agreement for its formation which establishes procedures for creating the company, such as the size of authorized capital, the types and categories of shares, the cost of shares, the order for settling payments, and the rights and responsibilities of the founders. This agreement then becomes the organization charter, which contains information on the name of the company, the locations of offices, the type of company (OAO or ZAO), and other specific information on shares, capital, and so on. The company shares allotted upon founding the company must be fully paid within a year from the company's foundation, unless a shorter period is required by the founding contract. However, at least half of the shares must be paid within three months from the state registration of the company. A share which has been paid does not necessarily give voting rights to its owner.[1] Joint-stock companies are required to register the issue of shares with the Russian Federal Securities Market Commission (FSMC) in order to enable the shares to be traded either publicly (for an OAO) or among a limited number of people (for a ZAO). For registration, a set of documents must be submitted to the FSMC, and the procedure usually takes 30 days to enact. State-owned corporationsIn Russia, a JSC can be wholly or partially owned by the federal government. Such JSCs are different from another type of state-controlled company, the unitary enterprise, which is a commercial organization that operates state-owned assets; state-owned JSCs do not own or operate any state property and the state acts just like an ordinary shareholder. Some state-owned public corporations were formerly government agencies in the Soviet Union which were reorganized into wholly state-owned JSCs in 1992-1993 in order to undergo transition to a fully independent business. The management and the board of directors in such state-owned corporations were appointed by the Council of Ministers/the government, and included top government officials and ministers. The biggest of such corporations were initially incorporated as Russian joint-stock companies (RAOs) - the most well-known examples were RAO UES and RAO Gazprom - but have since been converted to public JSCs (OAO), even though their shares remain the property of the government. Less important or partially owned JSCs are managed through the Federal Agency for State Property Management.
The Council Regulation on the Statute for a European Company 2157/2001 is an EU Regulation containing the rules for a public EU company, called a Societas Europaea, or "SE". An SE can register in any member state of the European Union, and transfer to other member states. As of January 2011, at least 702 registrations have been reported.[1] Examples of companies registered as a European Company are Allianz SE, BASF SE,Strabag SE, Gfk SE and MAN SE. National law continues to supplement the basic rules in the Regulation on formation and mergers. The European Company Regulation is complemented by an Employee Involvement Directive which sets rules for participation by employees on the company's board of directors. There is also a statute allowing European Cooperative Societies. There is no EU-wide register of SEs (an SE is registered on the national register of the member state in which it has its head office), but each registration is to be published in the Official Journal of the European Union.
FormationThe Statute provides four ways of forming a European limited company: merger, formation of a holding company, formation of a joint subsidiary, or conversion of a public limited company previously formed under national law. Formation by merger is available only to public limited companies from different Member States. Formation of an SE holding company is available to public and private limited companies with their registered offices in different Member States or having subsidiaries or branches in Member States other than that of their registered office. Formation of a joint subsidiary is available under the same circumstances to any legal entities governed by public or private law. See "The European Company all over Europe" De Gruyter Recht - Berlin for a general overview of the European process.[2] SEs can be created in the following ways:
Minimum capitalThe SE must have a minimum subscribed capital of €120,000, as per article 4(2) of the directive, subject to the provision that where a Member State requires a larger capital for companies exercising certain types of activities, the same requirement will also apply to an SE with its registered office in that Member State (article 4(3)). Registered officeThe registered office of the SE designated in the statutes must be the place where it has its central administration, that is to say its true centre of operations. The SE may transfer its registered office within the Community without dissolving the company in one Member State in order to form a new one in another Member State, however, such a transfer is subject to the provisions of 8 which require, inter alia, the drawing up of a transfer proposal, a report justifying the legal and economic aspects of the transfer and the issuing, by the competent authority in the member state in which the SE is registered, of a certificate attesting to the completion of the required acts and formalities. Registration and liquidationThe registration and completion of the liquidation of an SE must be disclosed for information purposes in the Official Journal of the European Communities. Every SE must be registered in the State where it has its registered office, in a register designated by the law of that State. StatutesThe Statutes of the SE must provide as governing bodies the general meeting of shareholders and either a management board and a supervisory board (two-tier system) or an administrative board (single-tier system). Under the two-tier system the SE is managed by a management board. The member or members of the management board have the power to represent the company in dealings with third parties and in legal proceedings. They are appointed and removed by the supervisory board. No person may be a member of both the management board and the supervisory board of the same company at the same time. But the supervisory board may appoint one of its members to exercise the functions of a member of the management board in the event of absence through holidays. During such a period the function of the person concerned as a member of the supervisory board shall be suspended. Under the single-tier system, the SE is managed by an administrative board. The member or members of the administrative board have the power to represent the company in dealings with third parties and in legal proceedings. Under the single-tier system the administrative board may delegate the power of management to one or more of its members. The following operations require the authorization of the supervisory board or the deliberation of the administrative board:
Annual accountsThe SE must draw up annual accounts comprising the balance sheet, the profit and loss account and the notes to the accounts, and an annual report giving a fair view of the company's business and of its position; consolidated accounts may also be required. TaxationIn tax matters, the SE is treated the same as any other multinational, i.e. it is subject to the tax regime of the national legislation applicable to the company and its subsidiaries. SEs are subject to taxes and charges in all Member States where their administrative centres are situated. Thus their tax status is not perfect as there is still no adequate harmonization at European level. Winding-upWinding-up, liquidation, insolvency and suspension of payments are in large measure to be governed by national law. An SE which transfers its registered office outside the Community, or in any other manner no longer complies with requirements of article 7, the member state must take appropriate measures to ensure compliance or take the necessary measure to ensure that the SE is liquidated. The European Cooperative Society (SCE, for Latin Societas Cooperativa Europaea) is, in company law, a European co-operative type of company, established in 2006 and related to the European Company. European Cooperative Societies may be established, and may operate, throughout the European Economic Area (including the European Community). The legal form was created to remove the need for co-operatives to establish a subsidiary in each Member State in which they operate, and to allow them to move their registered office and head office freely from one Member State to another, keeping their legal identity and without having to register or wind up any legal persons. No matter where they are established, SCEs are governed by a single EEA-wide set of rules and principles which are supplemented by the laws on co-operatives in each Member State, and other areas of law. Formation Article 2(1) of the SCE Regulation [1] provides for SCEs to be formed in five ways:
European economic interest grouping A European Economic Interest Grouping (EEIG) is a type of legal entity created on 1985-07-25 under European Community (EC) Council Regulation 2137/85[1]. It is designed to make it easier for companies in different countries to do business together or to form consortia to take part in EU programmes. Its activities must be ancillary to those of its members, and, as with a partnership, any profit or loss it makes is attributed to its members. Thus, although it is liable for VAT and employees’ social insurance, it is not liable to corporation tax. It has unlimited liability. It was based on the pre-existing French groupement d´intérêt économique (G.i.e.). Several thousand EEIGs now exist, active in fields as varied as agricultural marketing, legal advice, research and development, osteopathy, motorcycle preservation and cat-breeding. One of the more famous EEIGs is the Franco-German television channel ARTE[2]. Corporate law
In most developed countries outside of the English speaking world, company boards are appointed as representatives of both shareholders and employees to "codetermine" company strategy [citation needed]. Corporate law is often divided into corporate governance (which concerns the various power relations within a corporation) and corporate finance (which concerns the rules on how capital is used). A major contributor to company law in the UK is the Companies Act 2006. Directory: forms forms -> Form a-122 File No. Retirement homes act, 2010 application under section 116 of the act forms -> Course overview forms -> Pre-matric scholarship for students belonging to the minority communities forms -> Cutting Greenhouse Gases Global warming forms -> Bowl game blarney: Why Sports Tourism Trumps Logic in the Quest for a true College Football Champion in the United States” Prepared for: Dr. Tom Hinch Reviewed by: Tim Enger 0845772 Due Date: December 10, 2005 Word Count: 6,677 forms -> Steven m. Glassman forms -> Teresa k. Blodgett forms -> Atlanta Falcons Internet Scavenger Hunt forms -> Registration information forms -> Chapter 8 seaman to admiral-21 (sta-21) program Download 7.78 Mb. Share with your friends:
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