1 / 22

LAW

LAW. Jakub Sieradzki jsieradzki@wsiz.rzeszow.pl. Business activity definition. Gainful manufacturing, construction, trade, service (and extraction of minerals ) activity Organized Constantly And also professional activity. Entrepreneurs :. Natural person

jill
Download Presentation

LAW

An Image/Link below is provided (as is) to download presentation Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author. Content is provided to you AS IS for your information and personal use only. Download presentation by click this link. While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server. During download, if you can't get a presentation, the file might be deleted by the publisher.

E N D

Presentation Transcript


  1. LAW Jakub Sieradzkijsieradzki@wsiz.rzeszow.pl

  2. Business activitydefinition • Gainful manufacturing, construction, trade, service (and extraction of minerals) activity • Organized • Constantly • And alsoprofessionalactivity

  3. Entrepreneurs: • Natural person • Entity without corporate status (an unincorporated entity with legal capacity) • Legal entity • Cooperative • Runningbusinessintheirownname

  4. Sole trader • Natural person • Takesallresponsibility for liabilities • Isliablewithall his assets (no limits)

  5. Sole trader Advantages • Easy to set up („one windowscheme” procedure) • No legal and financial barriers (no permits and licences, no initial capital, no fees) • Single-entrybookkeeping (simplifiedmethod of accounting) • Flexibility and easy to manage • Sole tradergainsallprofits (withouttaxes) • Lower social insurance contributions (not lowerthan30% of minimum remuneration for work) • Unlimited liability for business debts (including his orherprivate property) • No legal distinction between the owner and the business (sole trader = natural person) • Not enougtpower on the market (credits, presitge…) Disadvantages

  6. Registering as a sole trader

  7. Civil law partnership • 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 • Thereis no initial capital

  8. Civil law partnership • Civil law partnership agreement should specify, as a minimum (art. 860 CC): • common economic purpose, for which the partnership is established • indication of each partner’s actions serving the intended purpose • Property (oritsabsence - entirety) • Contribution (art. 861 CC) • Distrbution of profits – includedincivil law partnershipagreementvsabsencein… (art. 867 CC) • Participatinginlosses and profits (art. 867 CC)

  9. Civil law partnership • Representation (art. 866 CC): • Unless otherwise agreed each partner may represent the partnership individually • Runningthepartnership’saffairs (art. 865 CC): • The right and obligation of each partner to conduct the partnership’s affairs • Day-to-dayactions (ordinarypartnership’sacts) • Extraordinarypartnership’sacts • Urgentacts • Liability (art. 864 CC) • Joint and several liability of all partners for obligations arising within the partnership

  10. Civil law partnershipvs commercial partnerships

  11. Partnerships

  12. Commericialpartnerships and companies • “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 therein”Art. 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. General partnership • 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. 251 CCPC • Deed’s content: parties of the agreement (partners), business name, seat, specification of contribution, the object of the partnership’s activity, lifetime of GP

  14. General partnership • 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. General partnership • Internal relationships • Deed’s 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. Professional partnership • 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 • Deed’s content: parties of the agreement (partners – natural persons practicing liberal profession ), business name, seat, specification of contribution, the object of the partnership’s activity, lifetime of PP + partners liable for obligations (look at art. 95§2CCPC), representation (in case of exclusions)

  17. Professional partnership • 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. Limited partnership • 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 • Deed’s content: parties of the agreement (partners), business name, seat, specification of contribution, the object of the partnership’s activity, lifetime of LP + “commandite sum”

  19. Limited partnership • Representation • General partners – art. 117 + 103 CCPC (like general partners in GP) • Limited partners – art. 118 CCPC (proxy) • Liability • General partner – like in GP (102+103 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. Companies • Limited Liability Company • Joint-Stock Company • Shareholders shall not be liable for the obligations of the company • Shareholders rights

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

More Related