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Gainful manufacturing, construction, trade, service (and extraction of minerals) activity Organized Constantly And also professional activity 2.

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Presentation on theme: "Gainful manufacturing, construction, trade, service (and extraction of minerals) activity Organized Constantly And also professional activity 2."— Presentation transcript:

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2 Gainful manufacturing, construction, trade, service (and extraction of minerals) activity Organized Constantly And also professional activity 2

3 Natural person Entity without corporate status (an unincorporated entity with legal capacity) Legal entity Cooperative Running business in their own name 3

4 Natural person Takes all responsibility for liabilities Is liable with all his assets (no limits) 4

5 Advantages Disadvantages Easy to set up (one window scheme procedure) No legal and financial barriers (no permits and licences, no initial capital, no fees) Single-entry bookkeeping (simplified method of accounting) Flexibility and easy to manage Sole trader gains all profits (without taxes) Lower social insurance contributions (not lower than 30% of minimum remuneration for work) Unlimited liability for business debts (including his or her private property) No legal distinction between the owner and the business (sole trader = natural person) Not enougt power on the market (credits, presitge…) 5

6 Idea for a business One window scheme Additional duties 6

7 Relatively small-scale business activity conducted by at least two entities Partners Business name Civil law partnership is not a separate legal entity. Only its partners are such entities However, civil law partnership is subject to VAT and excise tax as if it were a separate entity There is no initial capital 7

8 Civil law partnership agreement should specify, as a minimum (art. 860 CC): common economic purpose, for which the partnership is established indication of each partners actions serving the intended purpose Property (or its absence - entirety)entirety Contribution (art. 861 CC) Distrbution of profits – included in civil law partnership agreement vs absence in… (art. 867 CC) Participating in losses and profits (art. 867 CC) 8

9 Representation (art. 866 CC): Unless otherwise agreed each partner may represent the partnership individually Running the partnerships affairs (art. 865 CC): The right and obligation of each partner to conduct the partnerships affairs Day-to-day actions (ordinary partnerships acts) Extraordinary partnerships acts Urgent acts Liability (art. 864 CC) Joint and several liability of all partners for obligations arising within the partnership 9

10 Civil law partnershipCommercial partnerships sourceCivil codeCommercial partnerships and companies code Legal capacity Has no legal capacityAn unincorporated entity with legal capacity PropertyNo property. It belongs jointly to partners Have property i.e. from contribution LiabilityJointly and severallyJointly and severally + subsidiary CreationInformalformal ContributionsNot neededneeded 10

11 General partnership Professional partnership Limited partnership Limited per shares partnership Deed & Set up procedure In writing under the pain of nullity + registration in National Court Register Notarial deed + registration in National Court Register PartnersNatural persons, legal entities & an unincorporated entity with legal capacity Natural persons only* Natural persons, legal entities & an unincorporat ed entity with legal capacity 11

12 Represent ation art. 29 – every partner shall have the right Art. 96 – each partner shall have the right (compare art. 97) Art. 117 i 118 – general partners only! Limited partners with proxy Conduct p. affairs Look at the deed! Every partner shall have the right and duty Ordinary acts, extraordinary and urgent The same as in GP + art. 97 The same as in GP but look at art. 121 (Limited partner has no rught and duty) LiabilityArt. 22 §2 jointly and severally + subsydiary jointly and severally + subsydiary; connected with liberal profession (art. 95) jointly and severally + subsydiary; limited partner -> art

13 By means of a deed of commercial partnerships and companies, its partners or shareholders shall undertake to persue a common objective to be attained by making contribution and, where the partnership or company deed or articles so provide, by operating in another manner specified thereinArt. 3 CCPC A partnership may, in its own name, acquire rights, including ownership of immovable property and other rights in rem, incur obligations sue and be sued Art. 8 CCPC 13

14 Definition – art. 22§1 CCPC Business name – art 24 CCPC Deed in writing under the pain of nullity – art. 23 CCPC GP comes into existence upon entry into the register – art CCPC Deeds content: parties of the agreement (partners), business name, seat, specification of contribution, the object of the partnerships activity, lifetime of GP 14

15 Representation – art. 29 CCPC Court acts (i.e. at trials, signing claims) Out-of-courts acts (i.e. signing the contracts) One man representation - art. 29§1 CCPC vs. deprivation or jointly - art. 30§1 CCPC Liability – art. 31 & 22§2 CCPC 1. subsidiary 2. partners without limits, all their property, jointly and severally 15

16 Internal relationships Deeds provisions (compare art. 37 CCPC) Every partner shall have the right and duty to conduct affairs of partnership art. 39§1 CCPC* Three types of acting (Ordinary - art. 39§1 and 42 CCPC, Extraordinary - art. 43 CCPC, Urgent – art. 44 CCPC) Sharing profits and participating in looses art. 51 CCPC 16

17 Definition – art. 86 CCPC; set up for practicing liberal profession Partners – art. 87 CCPC & art. 88 CCPC Business name – art. 90 CCPC Deed in writing under the pain of nullity – art. 92 CCPC PP comes into existence upon entry into the register – art. 94 CCPC Deeds content: parties of the agreement (partners – natural persons practicing liberal profession ), business name, seat, specification of contribution, the object of the partnerships activity, lifetime of PP + partners liable for obligations (look at art. 95§2CCPC), representation (in case of exclusions) 17

18 Liability Connected with liberal profession (art. 95 CCPC) Not connected with liberal profession (like general partners) Representation art. 96 CCPC One man representation (unless deed provides different Management board Other* -> look at 89 CCPC (GP rules obey) 18

19 Definition – art. 102 CCPC Business name – art 104 CCPC Notarial deed – art. 106 CCPC LP comes into existence upon entry into the register – art. 109 CCPC Deeds content: parties of the agreement (partners), business name, seat, specification of contribution, the object of the partnerships activity, lifetime of LP + commandite sum 19

20 Representation General partners – art CCPC (like general partners in GP) Limited partners – art. 118 CCPC (proxy) Liability General partner – like in GP ( CCPC) Limited partner – art. 111 CCPC Internal relationships General partners – like general partners in GP Limited partners – art. 121§1 and art. 121§2 20

21 Limited Liability Company Joint-Stock Company Shareholders shall not be liable for the obligations of the company Shareholders rights 21

22 Acting by bodies Management board (representation and conducting companies affaires) Supervision board Meeting of shareholders (the most importatn body) 22


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