The creation of a new small enterprise should be preceded by the emergence of the idea of organizing a certain type of entrepreneurial activity. You should think in advance and select a team of like-minded people, reliable and qualified. It is necessary to determine the financial sources that will be required for the opening and operation of the enterprise. A good choice of brand name is also important.
The creation of a new enterprise involves a number of mandatory steps (Fig. 2.1). At the initial stage, the composition of the founders is determined and constituent documents are developed: the charter of the enterprise and the agreement on the creation and operation of the enterprise, indicating its organizational and legal form. Along with this, protocol No. 1 of the meeting of the company's participants on the appointment of the director and chairman of the audit commission is drawn up. Then a temporary bank account is opened, where at least 50% of the authorized capital must be received within 30 days after the registration of the enterprise. Further, the enterprise is registered at the place of its establishment in the local authority.
Rice. 2.1.
The following documents are submitted for state registration:
- application of the founder (or founders) for registration;
- company charter;
- decision to establish an enterprise (decree of the meeting of founders);
- founders' agreement on the establishment and operation of the enterprise;
- certificate of payment of state duty.
Upon completion of registration and receipt of a certificate of registration, all information about the new enterprise is transferred to the Ministry of Finance of the Russian Federation for inclusion in the State Register. Here, enterprises are assigned codes of the All-Union Classifier of Enterprises and Organizations.
At the final stage of creating a new enterprise, its participants make their full contributions (not later than one year after registration) and open a permanent bank account. The company registers with the regional tax office, orders and receives a round seal and a corner stamp. Since then, the company has been operating as an independent legal entity.
If the enterprise is created as a joint-stock company (JSC), then its founders will also have to subscribe for shares. In case of an open subscription, the founders publish a notice of the forthcoming subscription, where they indicate the subject, goals and terms of the future joint-stock company, the composition of the founders and the date of the founding conference, the planned size of the authorized fund, the number and types of shares, their nominal value, the start and end dates of the subscription to shares and other necessary information. Subscribers to the shares are obliged to pay at least 30% of their nominal value before the day of the convocation of the founding conference. If all shares are distributed among the founders, then the contribution must be at least 50%. The shareholder is obliged to redeem the shares in full no later than one year after the registration of the joint-stock company.
Then a founding conference is held. Her task is to address the following issues:
- creation of a joint-stock company;
- approval of the charter of the joint-stock company;
- the size of the authorized capital after the completion of the subscription for shares;
- elections of the governing bodies of the joint-stock company, etc. After the successful completion of the founding conference, the registration of the newly created joint-stock company is carried out, and it can begin to function.
Unfortunately, despite all the measures taken at the federal level, the procedure for state registration of a newly created enterprise in Russia still encounters many bureaucratic obstacles.
Meanwhile, the creation of an enterprise in Germany requires only certification of the statutory documents by a notary (takes 1 hour), opening a bank account for the enterprise (20 minutes) and registering the company's vehicles (40 minutes). In total, the entire procedure takes 2 hours. At the same time, after the first two stages, the entrepreneur, without waiting for the registration of his newly created enterprise with the German Chamber of Commerce and Industry, can engage in any business: production, trade, service - all types of activities that do not contradict the laws of Germany.
This procedure is typical for all countries of the European Community. Germany owes its prosperity to a large extent to a simple licensing procedure for the creation of new enterprises.
According to academician N. Shmelev, the conditions for opening and operating small businesses in Russia are somewhat more difficult than in many developed countries. For example, in Sweden it takes 16 days to register a new company. And in order to formalize the ownership of the property subject to registration, - 2 days. On average, in OECD countries, according to the World Bank, it takes 28 days to register a new company, and 34 days to register ownership.
Italy has a single maximum period of 90 days for registering a new company. If this deadline is violated, the mechanism for compensating the damage caused to the entrepreneur is automatically launched. In order to receive compensation, it is enough for an injured individual or company to file a complaint about the wrong actions or inaction of the relevant state structures.
In Germany, the state business support system includes more than 500 federal and regional programs, and in general, in the countries of the European Union (EU), when creating a new enterprise, 40% of the required capital can be formed through long-term - up to 20 years - soft loans in the amount of up to 300 thousand . euro provided under government programs. In the first two years, such loans do not require payment of interest, and most importantly, the state assumes the full risk of non-repayment of borrowed funds. The German Development Bank annually invests about 100 billion dollars in the development of small and medium-sized enterprises, or about 40% of the national gross domestic product (GDP). Similar examples for European countries can be continued. As a result, in the 27 EU countries, micro-businesses (from 1 to 9 employees) are in the majority - 91%. In total, there are more than 23 million small and medium-sized companies in the EU countries, providing 75 million jobs.
In China, reforms after 1978 began with the creation and expansion of small and medium-sized enterprises, which allowed to revive a half-dead economy and create a full-blooded market in the country. Today, more than 40 million small and medium-sized companies operate in China, which is about 90% of all registered legal entities. They provide jobs for 70% of employees, and their share in total sales is close to 60%.
Varieties of enterprises abroad. Of interest are six possibilities for one's own future enterprise, recommended by renowned economist G. Berle: incubators; home business; flea markets; enterprises fulfilling orders by mail; mobile enterprises, or enterprises of a temporary nature; sale of goods at parties and during product demonstrations.
All these types of businesses have in common: individual nature of activity and very low or very flexible initial capital requirements. It is assumed that such enterprises are very mobile and changeable. They differ in a number of features.
As is known, incubator - This is an apparatus for artificial breeding of chickens under certain conditions. In relation to business, an incubator is understood as some kind of enterprise (organization) that serves as a kind of umbrella that provides other, as a rule, small businesses, the necessary state of the business climate: premises, equipment, an advisory board of specialists and experts, opportunities to obtain the necessary capital and etc.
home business must be "quiet", not violating the rules of the hostel in the area. This activity is not necessarily limited to the home. Many home-based business services can be provided outside the home, such as tuning musical instruments, coaching, tour guides, counseling services, and so on. In a home-based business, you may need a home telephone (own or additional), preferably with an answering machine, copiers, a computer, a printer.
Flea markets are now widely distributed in Russia, although they have not yet decided to call them that. Both small producers and retailers and wholesalers can participate in this business. Such markets are very popular all over the world. Here you can study the demand for products, buy small quantities of goods for resale, etc., and all this at minimal cost.
Great special knowledge, experience, efforts, time, capital investments require business "services - by mail". A significant number of people must be reached in order to obtain a sufficient number of orders that provide a guaranteed profit. In this type of business, the percentage of real orders can be very small, and in order to survive and make a profit, you need to make a significant margin on the product.
In recent years, Russia has become widespread mobile, or temporary, retail outlets selling clothes, shoes, haberdashery, perfumes, works of art, etc. Hot sausages, pies, etc. are also offered here. Typically, these facilities or trading space are leased for a limited or indefinite period. The equipment of such outlets is minimal, storage facilities are not required. Therefore, you should choose a product that has a fast turnover and does not compete with the goods of the regular sellers around you in this market.
Finally, trade at parties and samples compared to other types of entrepreneurial activity, it requires relatively less hassle and costs. However, the entrepreneur must be able to get to various receptions and house parties.
All the types of business considered at first glance seem very simple. At the same time, only a deep study of each of them, separate studies, observations will make it possible to make the right choice when organizing a new own business.
Before starting your own business, you must complete the so-called marketing intelligence, i.e. find your market niche. In this case, you need to pay attention to a number of conditions:
- political factors - stability of the political system, protection of property, investments;
- socio-economic - the state of the purchasing power of individual strata of society, to meet the needs of which the created enterprise will work, possible competition, ongoing inflationary processes, the state of the financial and credit system;
- legal - the presence and condition of the legislative framework for entrepreneurship.
Next, it is necessary to resolve the issue of the organizational and legal form of the newly created enterprise. When choosing a form, the starting conditions of the enterprise should be taken into account. Most entrepreneurs choose the form of a limited liability partnership as the most acceptable, in which the participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.
When selecting founders, solvency, business integrity, and full mutual trust should be taken into account. Practice shows that quite often the founders, having started their business and faced with certain difficulties, disperse, and sometimes become enemies. Therefore, the selection of founders should be carefully and unhurriedly.
- See: N. Shmelev Economics of Common Sense // Business Journal. 2008 March - April. No. 6. S. 10-14.
- See: Berl G. Create your own company. - M.: Delo, 1994. S. 68.
To start your own business, you need to choose the legal form of the organization that corresponds to the chosen field of business (we have already considered the criteria for distinguishing enterprises by form of ownership).
The company is created:
By decision of the owner of the property or a body authorized by him;
By decision of the labor collective;
As a result of the forced division of another enterprise by decision of the antimonopoly authority;
Due to the separation from the operating enterprise of one or more structural units;
On the basis of the structural subdivision of the existing association by decision of the labor collective, if there is the consent of the owner or a body authorized by him.
There are several stages of creating enterprises: initial, preparatory, registration, organizational.
The most for the managerial level is the initial stage of enterprise formation. At this stage, the future state, the external environment are predicted, the components of the enterprise are determined and their interaction is studied. That is, the following are carried out:
Definition of the mission of the enterprise;
Choice of entrepreneurial activity (field of activity);
Search for partners;
Preparation of a business plan;
Choice of organizational and legal form of the enterprise;
Defining the goals of the enterprise;
Assessment and analysis of the external environment;
Determination of the strategy of the enterprise;
Election or appointment of the head of the enterprise (authorized for registration).
The second stage of creating an enterprise is preparatory. It includes the following components:
Preparation and drafting of the memorandum of association;
Preparation and drafting of the charter of the enterprise;
Determining the legal address;
Drawing up a package of protocols of intent for cooperation;
Coordination of work with banking institutions (opening an account, providing notarized copies of the charter and memorandum of association, two copies of bank cards, copies of state registration certificates, etc.);
Preparation and approval of a package of constituent documents.
The procedure for establishing enterprises (firms) is basically the same for everyone. Constituent documents of legal entities are divided into main and additional. The main ones are determined by law and consist of a charter and an agreement.
The main sections of the founding agreement of a small enterprise are as follows:
Subject of the contract;
Commitments;
Rights and responsibilities;
Settlement of disputes;
The size of the authorized capital;
Legal address.
Memorandum of association- one of the most important types of contract providing for the voluntary association of two or more persons, their property, in which each participant assumes certain obligations in relation to other participants in order to appropriate profits. Therefore, it pays attention to the total volume of the authorized capital, the shares of each of the founders and the form (in kind or material) in which it is paid, as well as the methods of payment for goods, services or work performed.
Important in the memorandum of association are also provisions on the forms of responsibility of participants for failure to fulfill their obligations, the procedure for resolving disputes, the conditions for terminating or extending the agreement, etc. expected profits, balance of income and expenses for the operation of the enterprise, etc.
The main purpose of the memorandum of association is the legal regulation of relations between the founders of the enterprise. The memorandum of association is one of the varieties of an agreement on joint economic activity with the formation of an independent legal entity.
Purpose of the memorandum of association- combining the property of capital and entrepreneurial efforts to make a profit. The memorandum of association defines the relationship between the participants of the company, primarily property and organizational nature. This is evidenced by the structure of the contract, it has the following sections: "General provisions", "Subject (type), main goals and directions of activity", "Foreign economic activity", "Rights of the company", "Industrial and economic activity", "Management of the company and its labor collective "," Organization and remuneration "," Distribution of profits (income) and compensation for losses "," Accounting, reporting and control "," Termination of the company (reorganization and liquidation) ".
Constituent documents confirm the legal status of the enterprise, therefore, they require a professional approach to laying. Such work is entrusted, as a rule, to specialists (lawyers, economists). The charter and the memorandum of association are signed by all founders (participants), replicated in the required number of copies, witnessed by a public notary and submitted for registration.
Private enterprises are created and operate on the basis of the charter. Charter- the main and very important document in the activities of the enterprise. This is a legal document that defines the activities of the enterprise, regulates the economic and legal relations of all its employees. The charter provides a complete description of the activities of the enterprise. The structure of the charter of the enterprise includes the following main sections: "General provisions", "Subject, goals of activity", "Property of the enterprise", "Government bodies", "Production and economic activity", "Regulation of labor relations", "Accounting, reporting and control" , "Reorganization and termination of the enterprise".
The charter also defines the type of enterprise, its full name, location, trademark. The task of the charter is to give an idea of the legal status of an enterprise (firm) as an independent economic entity that has all the rights of a legal entity, its internal mechanism of management and self-government, the mode of formation and use of the property of an enterprise (firm), disposal of its funds and profits.
In the section "Governing bodies" it is assumed that the management of the enterprise is carried out on the basis of a combination of the rights of the owner for the economic use of his property and the principles of self-government of the labor collective. The enterprise independently determines the management structure, establishes the staff. The owners may delegate their rights to manage the enterprise to the enterprise council or other body, which is provided for by the enterprise charter. Hiring (appointment, election) of the head of the enterprise is the right of the owner of the property. The executive functions for managing the collective of the enterprise are carried out by the board, which is elected by the owner of the property at the general meeting by secret ballot on an alternative basis. The labor collective of the enterprise consists of all citizens who work on the basis of an employment contract (contract, agreement).
The workforce of the enterprise:
Considers and approves the collective agreement;
Examines and solves issues of self-government of the labor collective;
Determines and approves the list and order of social benefits;
Considers, together with the founder, changes and additions to the charter of the enterprise;
Sets the conditions for hiring a manager;
Participates in resolving the issue of separation from the divisions to create a new enterprise;
Together with the owner decides on the entry and exit of the enterprise from the association of enterprises;
Makes decisions about leasing businesses.
After the redemption of the enterprise, the labor collective acquires the rights of a collective owner. The powers of the labor collective of all types of enterprises using hired labor are provided for by the charter, the general meeting and their elected body. The management of the enterprise independently decides the issues of the enterprise's activities, with the exception of those that fall within the competence of other management bodies. Thus, the charter supplements and specifies most of the provisions of the memorandum of association.
When drawing up the charter, special attention should be paid to the corporate name of the enterprise and its legal status. The company name is the business card of the enterprise. It is necessary to avoid repeating the names of already registered firms, since the same name can confuse, and in some cases even damage the image of a new firm.
The charter of the enterprise is adopted and approved by the general meeting of founders. The approved charter is sewn together with threads and certified by a notary and, together with other documents, is transferred to the state registration authority.
The enterprise acquires the right to carry out entrepreneurial activity only after the act of state registration of such activity, otherwise such activity is illegal. There is a certain procedure and conditions for registering a new enterprise. Any entrepreneurial structure is considered to be created and acquires the rights of a legal entity from the moment of registration with the state administration of local authorities at the location of the enterprise or at the place of residence of the entrepreneur.
The financial and economic activity of an enterprise of any organizational and legal form and ownership begins with the formation of an authorized fund.
Authorized fund- these are financial resources allocated to the enterprise or attracted by it on the principles determined by law in the form of cash or investments in property, material values, intangible assets, securities assigned to the enterprise on the right of ownership or full economic management. At the expense of the statutory fund, the enterprise forms its own (fixed and working) funds.
The procedure and sources for the formation of statutory funds depend on the type of enterprise and the form of ownership on the basis of which it operates. In Ukraine, the rights of enterprises of various forms of ownership and types are enshrined in the current legislation, in particular, in the laws of Ukraine "On Property", "On Enterprise in Ukraine", "On Business Companies". The procedure for the formation of the statutory fund has specific features for state, collective and individual enterprises.
Statutory fund of a state enterprise- this is the amount of funds and the cost of material resources allocated by the state free of charge to the permanent disposal of the workforce of the enterprise on the right of economic management. The enterprise owns, uses, disposes of these resources, performs any actions regarding them that do not contradict the law and the objectives of the enterprise. The size of the authorized capital of a state enterprise is determined by the volume of production and services on it.
The source of the formation of the authorized capital of state enterprises is the funds that belong to the state. They are allocated either from the state budget or at the expense of other state enterprises - in the order of intra-industry and inter-industry redistribution of financial resources by order of state bodies that perform the functions of managing state property (State Property Fund, ministries and departments of Ukraine).
In modern conditions, state-owned enterprises increase their statutory funds at the expense of their own savings: profits, part of which they direct to the development of production - reconstruction, purchase of new equipment, new technologies, and the second part - to replenish the statutory fund, increase their own working capital.
Individual enterprises form the authorized capital (the amount of which is fixed by law) at the expense of their own funds or borrowed money.
Collective enterprises is a form of association of entrepreneurial capital. The pooling of capitals is carried out on the basis of shared or joint-stock ownership.
Formation of the statutory fund of a joint-stock company is carried out in accordance with the Law of Ukraine "On Business Companies". Joint-stock companies form their statutory funds through the sale of shares by open subscription to them or purchase and sale on the stock exchange (this applies to open joint-stock companies) or by distributing all shares among the founders without the right to distribute shares through an open subscription and sale and purchase on the stock exchange ( in closed joint stock companies). Thus, in closed joint-stock companies, 100% of the authorized capital belongs to the founders. The legislation establishes that the founders of open joint-stock companies are obliged to buy back 26% of all shares, that is, their share in the authorized capital cannot be less than 25%.
At the foundation stage, when creating an open joint stock company, legal entities and individuals who have expressed a desire to buy shares, that is, to become shareholders of a new enterprise, must deposit at least 10% of the value of the shares to which they subscribed to the founders' account.
The joint-stock company increases its authorized capital by:
Additional issue of shares;
Direction of profit to increase the authorized capital by increasing the par value of shares.
Limited liability companies, additional liability companies and full companies form statutory funds from the contributions of participants. These contributions, estimated in national currency, determine the share (share) of the participants in the authorized capital, and in limited liability companies, the amount of the contribution of each of the participants is the limit of his liability for the obligations of the company.
The share of each founder is registered, which is confirmed by the issuance of a written share certificate to the founder. It is not a security, that is, it cannot be freely sold on the stock exchange and cannot be transferred to another person without the permission of the founders. At the time of registration, the founders are required to form 30% of the authorized capital. To do this, a temporary account is opened in the bank in the name of one of the founders, to which 30% of the amount of the authorized capital is deposited. A temporary bank account does not give the right to conduct settlement transactions.
The full amount of the authorized capital must be paid within one year from the date of registration. The certificate is issued after the full contribution of the share, and the profit, distributed in proportion to the share, is paid after the final formation of the authorized capital and only if the property of the company exceeds the size of the equity capital. The company, in accordance with the legislation of Ukraine, must have a statutory fund in the amount of 100 minimum wages established by law at the time of registration of the company.
In companies with additional liability and general partnerships, participants are liable for their debts with the amount of their contributions to the authorized fund, and if the amount of the authorized fund is not enough to cover the company's debts, then additionally belonging to each member.
A limited partnership includes participants who form the statutory fund on the basis of a full company, as well as contributors who are liable for the obligations of the company only within the limits of their contribution to its statutory fund.
The registration stage of establishing an enterprise covers the following phases:
Formation of a package of registration documentation;
Contribution of the required amount to the authorized capital and mandatory payments;
Obtaining a certificate of registration;
Obtaining an identification code and seal;
Registration in the statistical office;
Registration with the tax administration and the pension fund;
Opening an account with a bank.
In Ukraine, in recent years, a typical system for registering a newly created enterprise has been operating. In order to register, the following documents must be submitted:
The decision of the owner of the property or the authorized body on the organization of the enterprise (if there are two or more owners, such a document is an agreement on establishment);
Charter of the enterprise;
Written confirmation of the legal address of the subject of the enterprise;
A registration card filled in in triplicate, which simultaneously acts as a statement of the founder on the registration of the enterprise;
Receipt of payment of the fee for registration of the enterprise;
A notarized copy of the certificate of state registration of a legal entity.
If the owners of a business entity are individuals, their signatures on the constituent documents must be notarized. Only original constituent documents are submitted for registration, which should not contain provisions that contradict the current legislation. The applicant is responsible for this.
If these documents are available, the state registration authority must register the enterprise and issue a certificate to the applicant within five working days from the date of their receipt. This gives the right to open settlement, currency and other accounts in banking institutions, as well as to make seals and stamps, which must indicate the number of the certificate of state registration. Such a number must correspond to the identification code by which business entities are included in the State Register of Reporting Statistical Units.
The final stage in the creation and registration of an enterprise is the opening of a current account in the appropriate bank at the location of the newly created enterprise.
To open a current account, an enterprise must submit the following documents to the bank:
Application for opening an account of the established form; - A copy of the certificate of state registration;
A copy of the registered charter, certified by a notary or a registering authority;
A copy of the document on the company's tax registration;
A card with a sample of signatures of persons who have been granted the right to manage the account;
A copy of the document on registration with the Pension Fund of Ukraine.
The bank is obliged to open a bank account within three days and notify the tax office about it.
The market does not provide for unlimited freedom of action for entrepreneurial structures. According to the current legislation of Ukraine, it is possible to carry out all types of entrepreneurial activity, except for some.
First, only state-owned enterprises and organizations can manufacture and sell narcotic drugs, military weapons, ammunition for them, explosives, and protect state property.
Secondly, there is a specific list of types of entrepreneurship that can be carried out only subject to obtaining a special permit - a license.
License(lat. Licentia - right, permission) is a document issued by the Cabinet of Ministers of Ukraine or a body authorized by it, according to which its owner has the right to engage in a certain type of entrepreneurial activity.
There are 44 types of entrepreneurial activity, for the implementation of which, in accordance with the Law of Ukraine "On Amendments to the Law of Ukraine" On Entrepreneurship ", you must have a license. In particular, they include:
Creation and maintenance of shooting ranges, shooting ranges, hunting stands;
Manufacture and sale of medicines;
Production of beer, alcoholic beverages, as well as the production and sale of ethyl, cognac and fruit alcohol;
Manufacture of tobacco products;
Medical and veterinary practice;
Legal practice;
International transportation of passengers and cargo by rail and road (except for the CIS countries), air, river, sea transport;
Manufacture and import of forms of securities, documents of strict accountability and signs of postage, as well as materials and semi-finished products for their production;
Extraction of precious metals and precious stones, manufacture and sale of products using them;
Auditing and insurance activities;
Manufacture of veterinary medicines and preparations;
Activities related to the organization of foreign and foreign tourism;
Carrying out operations with scrap metal;
Mediation in employment for work abroad;
Trust and other operations with the property of the principal (depositor) and others.
The period of validity of the license is established by the authority that issued the license, but not less than three years. The license is issued after the decision on its issuance is made and the applicant submits to the license issuing authority a document confirming the payment of the fee for the issuance of the license. The fee for issuing a license is established by the Cabinet of Ministers of Ukraine.
40. Opening businesses
The opening of a new enterprise involves the implementation of a number of stages for its creation and organization of production and economic activities.
The main stages of creating an enterprise should be:
1) determination of the composition of the founders and development of constituent documents;
2) the conclusion by the founders of an agreement on the establishment and operation of the enterprise;
3) approval of the charter of the enterprise and execution of minutes JV° 1 of the meeting of the founders of the company;
4) opening a temporary bank account;
5) registration of an enterprise;
6) transfer of information about the enterprise for inclusion in the state register;
7) making full contributions to the bank by the participants of the enterprise;
8) opening a permanent bank account;
9) registration of the enterprise in the regional tax office;
10) obtaining permission and making a round seal and a corner stamp.
At the first stage of the establishment of the enterprise, the composition of the founders is determined, the charter of the enterprise is developed and approved, and the founders conclude an agreement on the creation and operation of the enterprise. The contract must define the organizational and legal form of the opening enterprise. Then a meeting of the company's participants is held, where issues on the appointment of the director and chairman of the audit commission are resolved. The secretary draws up minutes No. 1 of the meeting of the company's participants.
The next stage is the opening of a temporary bank account, where at least 50% of the authorized capital must be received within 30 days after the registration of the enterprise. Further, the enterprise is registered with the local authority at the place of its establishment in the manner prescribed by the law on the regulation of legal entities. For state registration, a package of documents is submitted to the relevant authority, including:
1) application of the founders for registration;
2) the articles of association of the enterprise;
3) resolution of the meeting of founders on the establishment of the enterprise;
4) an agreement of founders on the establishment and implementation of the activities of the enterprise;
5) certificate of payment of the state fee.
After registration is completed, a certificate of registration is issued and all information about the new enterprise is transferred to the Ministry of Finance of the Russian Federation for the inclusion of the enterprise in the Unified State Register of the Enterprise. Here, the codes of the All-Union Classifier of Enterprises and Organizations are assigned. These data confirm the fact of the opening of the enterprise. Not later than one year after registration, the participants of the enterprise fully contribute to the bank, open a permanent current account, and register with the local tax office at the place of their establishment. The final step in creating a new enterprise is obtaining a round seal and a corner stamp.
If an enterprise is created in the form of a joint-stock company, then its founders still subscribe for shares. In case of open subscription, a notice of the forthcoming issue is published, it indicates the subject, purpose, terms of activity of the joint-stock company being opened, the composition of the founders and the date of the founding meeting, the planned size of the authorized capital, the total number, nominal value and types of shares, the timing of the subscription to shares and other information. The persons who have subscribed for the shares shall make a contribution of at least 30% of the par value of the shares before the day of the convocation of the constituent assembly. In the case when all shares are distributed among the founders of the company, the contribution must be at least 50%. Not later than one year after the registration of the joint-stock company, the shareholder is obliged to redeem the shares in full.
The next important step in opening a society is the organization of its activities.
The organization of the activities of any enterprise should be based on the following principles:
1) the availability of qualified personnel and the necessary information;
2) implementation of coordination and interaction of all elements of the organizational and managerial structure of the enterprise;
3) ensuring the normal functioning of the enterprise in a changing environment based on the flexibility of management decisions.
In each specific case, the organization of the enterprise’s activities is carried out taking into account the industry specifics in which the newly opened enterprise will operate, its organizational and legal form, the availability of the necessary equipment, etc.
(Materials are given on the basis of: E.A. Tatarnikov, N.A. Bogatyreva, O.Yu. Butova. Microeconomics. Answers to examination questions: Textbook for universities. - M .: Exam Publishing House, 2005. ISBN 5- 472-00856-5)
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An enterprise is an independent economic entity formed by one person or a group of persons for the production of goods, work or services.
The main purpose of creation is to provide society with the necessary benefits and make a profit. It is a legal entity, that is, it must be registered with state bodies, have constituent documents, keep accounting and reporting, have a legal and postal address. The procedure for the formation and liquidation of an enterprise is enshrined in the Civil Code of the Russian Federation, laws and other regulatory acts of the Russian Federation.
Enterprises are distinguished according to their organizational and legal form into companies, partnerships and cooperatives. Societies are:
- joint-stock - the authorized (initial) capital is divided into a certain number of securities - shares; are divided into open (JSC - the number of company members is not limited, any citizen or organization can buy shares), closed (CJSC) - the list of shareholders is approved and recorded in the constituent documents;
- with limited liability (LLC) - the authorized capital is divided into shares, the participants are liable for the obligations of the company only by their contribution to the organization;
- with additional liability (ALC) - this legal form is extremely rarely used, since the creation of such an enterprise is unprofitable for the founders, the authorized capital is divided into shares, as in an LLC, but they are responsible for the obligations of the company not only with contributions, but also with their personal property.
Partnerships are divided into full and limited (on faith). When creating the first, an agreement is concluded between the participants, they are responsible for the obligations of the company with their property. With the formation of the second, it is possible to attract additional investors who are liable for the obligations of the form only with their contributions to it, but do not take part in the management of the partnership. Production cooperatives are associations of citizens and legal entities for entrepreneurial activities, the authorized capital is formed from share contributions.
The procedure for creating an enterprise
The first step in creating a company is to choose a field of activity, write a business plan, have money on hand as a down payment and to pay for the costs of registering a company. When creating an enterprise, you need to choose the organizational and legal form. Joint-stock companies are suitable for large and medium-sized businesses, LLCs and individual entrepreneurs are suitable for small and medium-sized ones, while cooperatives and partnerships are effective in running large businesses. But this is not an axiom, you can choose any form, because the order of their creation, registration, reorganization and liquidation is not significantly different.
The next stage in the creation of an enterprise is the conclusion of a memorandum of association between the founder or shareholders and the development of the charter of the organization. The charter contains information about the name and location of the company, the legal status of the company, goals of activity, information about the authorized capital, the number and par value of shares (if JSC), information about the founders or shareholders, their rights and obligations, the responsibility of the company and its participants. The charter is the main document regulating the activities of the organization, all of its provisions must comply with current legislation.
When creating any enterprise, an authorized capital is required, which is formed at the expense of contributions from the founders. They can be contributed not only in the form of cash, but also in the form of property, fixed assets or objects of labor. The size of the initial fund of the enterprise is determined by the founders and is prescribed in the charter. But the current legislation provides for restrictions: the capital of an LLC cannot be less than 10,000 rubles, JSC - not less than 100,000 rubles. The authorized capital is formed by selling shares to everyone (OJSC) or only to a certain circle of persons (CJSC). Then you need to collect all the documents and open a bank account, to which you transfer at least half of the initial capital.
After carrying out all the necessary steps to create a company, you can apply to government agencies with an application for registering an enterprise. It is submitted to the Office of the Federal Tax Service (UFTS) at the location of the company and signed by the founders. The application is accompanied by a charter and a memorandum of association, information about the authorized capital, a receipt for payment of a state fee in the amount of 2000 rubles, a certificate of ownership of the premises, which is declared as the legal address of the company. The Federal Tax Service, in turn, may refuse to register an enterprise due to incorrect paperwork.
After checking the documents, information about the new company is entered into the Unified State Register of Legal Entities (EGRLE). Then you need to obtain a registration certificate, apply to the State Statistics Committee for the assignment of codes, open a permanent bank account and report this to the Federal Tax Service, register with extrabudgetary funds. If the company plans to work in the area subject to licensing (banking, trade in excisable goods), then you need to contact the relevant state authorities to obtain a license. Only after registration the enterprise can work. Violations of the registration rules entail a court decision, and in some cases the imposition of fines.
Any enterprise in the process of work for its further development needs to make changes, otherwise it will not develop. Reorganization - reorganization of a legal entity by merger, separation, acquisition or division. The merger consists in the fact that several firms are closed, and instead of them one appears, which assumes all the rights and obligations of the liquidated ones. Allocation - from one enterprise another is allocated, to which part of the functions of the main one is transferred. Acquisition - a large firm acquires a smaller one. Division - the enterprise is divided into two or more, its rights and obligations are distributed between them.
Another way to reorganize a company is to change the legal form. An OJSC can be transferred to a CJSC or LLC, a CJSC can become an OJSC, LLC, a production cooperative, etc. In this case, the liquidation of the company is not carried out, but significant changes are made to the constituent documents.
The reorganization of the enterprise is carried out by decision of the general meeting of founders or shareholders. In some cases, the transformation of the company is carried out for the purpose, and not for the purpose of reorganization.
are financial insolvency, achievement of the goals of creating an organization, violation of the current legislation of the Russian Federation, unwillingness of the founders or shareholders to continue working together, and others.
Some enterprises are created on a temporary basis, for example, for the construction of an object or for holding an event. After achieving its goal and fulfilling all obligations, it is liquidated. A firm may be closed by a court decision if, during registration or in the process of carrying out activities, violations of the current legislation are revealed that do not allow further work, for example, work without a license. The most common reason for the closure of an enterprise is financial insolvency, that is, the inability to repay current and overdue obligations.
Liquidation is carried out by decision of the founders or shareholders of the company, that is, voluntarily. At the same time, a liquidation commission is elected, an interim balance sheet is formed, and an inventory is carried out. The organization is obliged to provide the indicated decision to the Federal Tax Service within 5 days, and notify all creditors within 30 days. In case of financial insolvency, the best solution would be to file a lawsuit in court to declare the company bankrupt. It will be faster and cheaper than going to court with one of the creditors.
The closure of an enterprise by a court decision is compulsory, and a liquidator is appointed - an individual or legal entity who will control the process of terminating activities. Alternative methods of closing a firm include selling it to other owners and reorganizing it.
In the event of liquidation, the enterprise undergoes tax and audit checks. After repayment of all debts, the remaining property is distributed among the founders or shareholders in proportion to the amount of their contributions to the authorized capital.
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