WebSite: http://Registration of legal persons.
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Domestic legislation on the subject is relatively new and consists mainly of the Federal Law of 8 August 2001 N 129-FZ (as amended)
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Domestic legislation on the subject is relatively new and consists mainly of the Federal Law of 8 August 2001 N 129-FZ (as amended) "On State Registration of Legal Entities and Individual Entrepreneurs" (Registration Act). This law is summed up in one legal instrument provisions that govern the relations arising in connection with state registration of legal entities in their creation, reorganization and liquidation, changes in constituent documents and the conduct of the Uniform State Register and was replaced by a considerable amount of disparate regulatory acts, often conflicting, and that creates serious obstacles for business development, and hence the civil society in general. The undoubted advantages of the current system are: the principle of "one window", which made it possible to register under the simplified procedure, which is reflected in the reduction of administrative barriers in this area; introduction to the practical turn a single information resource - the Unified State Register of Legal Entities (USRLE), which includes information on all registered on the territory of Russia of legal persons; the desire of the legislator to unify and personalize the general principles of legal liability, as the registration authorities and the applicants. But on the other hand, the existing legislation today, despite the fact that there was a significant step forward, continues to overburden the gaps, in some cases do not and do not guarantee the value of registration. Moreover, regulations that make up institute of state registration, is still often not consistent and sometimes contradictory, all of which affect the effectiveness and practical application of this legal institution. Thus, the analysis of economic activity registered in our country, legal persons can say that about 50% of these organizations is created and registered to participate in the schemes of tax evasion, in the scheme of legalization and conclusions of assets abroad. Of course, that one of the main reasons for this situation is the lack of any real legal impediment to the creation of such entities, and especially the inefficiency of the registration law. In this regard, I would like to elaborate on some of these gaps. A major problem of existing regulation is the absence of whatever mechanisms of control over the availability of real property constituting its share capital. Among the documents to be submitted for state registration in connection with the creation of a legal entity, Art. 12 of the Act provides for the registration of only two documents, the contents of which affect the share capital, - an application for state registration and constituent documents. According to the official application form, the applicant it merely points to a form of property basis (share capital, contributed capital, authorized capital, shares), as well as its size. The same is provided in the constituent documents. However, neither the statement nor the constituent documents do not contain evidence to support payment of the founders of the authorized capital. Therefore, in practice, not uncommon when a commercial entity whose constituent documents (as well as the application for registration) contain all the necessary information, but the share capital is not paid. To reject the state registration of such entity is not possible, firstly, because officials are registering authorities do not have legitimate rights to a meaningful examination of the documents (ie, verification of such documents for accuracy and compliance with legislation) and, secondly, because art. 23 of the Law on Registration of no cause, which could be applied in this case. In this regard, it would be advisable to amend the governing legislation, giving the registration authorities the right to hold such examination. Can not fail to mention such a stage of registration as a legal expert submitted on behalf of the applicant's documents. The essence of this stage is embodied in the quantitative and qualitative verification by officials of registering bodies of documents for adoption at the basis of a final decision - either the registration or refusal of registration. Registration Act does not contain a single rule, which establishes the rights to making the final decisions. Existing in the content of article under the name "The order of state registration (Articles 8-11, 13, 15, 18, 22) indicate only the timing, place of registration, rules for the submission of documents and so on. No such information among the regulations of the Government and the Federal Tax Service. Nevertheless, the procedural actions of the Federal Tax Service in the decision on registration can be determined from the grounds of denial of state registration, as the latter reflects mainly the essence of registration describing the facts, finding that the registration authorities and engaged. The basis of a decision to refuse registration to lie mainly formal grounds, in contrast to, for example, from the previous legislation, which provided the possibility of denial of registration in cases of irregularities in the procedure of establishing a legal entity requirements of the legislation. However, the stage of legal review of documents is the key, main, side of the state registration in general, and state registration of legal persons, in particular, but also an important part of the institution of state control over the activities of economic agents and the prevention of economic crimes. In this regard, it should be recognized that the current registration procedure is ineffective and does not meet the requirements faced by the institution of state registration. Indeed, as soon as possible to ensure the interests of creditors, third parties, if the law permits a real opportunity to legalize a legal person with false documents? Moreover, the resultant situation provides a legal possibility to extend the so-called "corporate raids" that is, hostile takeovers of some other organizations, often using themselves the registration authorities with a view to taking possession of their property, productive resources, business reputation, etc. In other words, the current legislation does not elaborate on the preliminary state control of the corporate (mainly business) activities of economic entities. In accordance with Clause 2, Article. 25 of the registration, the registration authority may apply to the court for liquidation of legal persons - ....












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