Corporate law

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Corporate law

The procedure for the formation or liquidation of a business company or partnership requires special knowledge. In the process of the existence of a legal entity, legal support of a specialist is also required. These issues are regulated by the civil law sub-branch – corporate law. A lawyer for business is a specialist in a wide field. He should have experience in several areas at once, such as civil, labor, tax, environmental, medical, energy law.

Corporate Dispute Resolution

The lawyer for the LLC and other companies is required to create the optimal corporate structure. The specialist will help to register the organization in state bodies. In the process, preparation of the charter and other documents of the enterprise will be required.
The ongoing activities of the organization also require the continued involvement of a specialist. Settlement of issues related to labor relations, protection of the rights of shareholders, preparation for holding meetings of participants requires mandatory legal control.
The assistance of a lawyer for business is indispensable in cases of corporate disputes. Moreover, both within the organization (conflicts between shareholders, between management and shareholders), and in external ones (raider seizure of the enterprise). In resolving internal disputes, each side needs support. The founder may challenge the decisions of the Company in court, and the Company may forcibly exclude the founder from the company.
Separately, it is necessary to consider the situation of reorganization and liquidation of the enterprise. Any miss during the clearance process may result in penalties. Therefore, it is advisable to resolve the issue with legal support in advance.

Corporate lawyer services

The specialist for legal entities will provide the following types of legal support:
• consultations on all types of corporate and related areas of law;
• legal protection against unlawful takeover of the enterprise;
• challenging the illegal refusal to register a legal entity;
• preparation, verification and amendment of the charter documents of the company;
• assess the risks in transactions with shares of the organization or ownership interests;
• protection of the legitimate interests of participants in the event of unlawful exclusion from shareholders;
• collection of unpaid dividends;
• invalidation of share purchase agreements;
• identification and protection of violated rights in case of illegal transfer of the rights of the buyer of shares to a third party.
Legal support of a good specialist in corporate law is necessary both in the process of functioning of the enterprise, and in case of problems.
A qualified specialist will help to appeal major transactions in court, and will challenge the constituent documents in court.

Why you need to contact DTK Partners

5 reasons to apply to DTK Partners:
1. Experienced corporate law professionals. For entrepreneurs in Moscow, the right decision would be to seek help from DTK Partners. Lawyers of DTK Partners have 20 years of legal experience. Assistance in the operation of the enterprise. The support of a lawyer will come in handy both in the process of preparing constituent documents, and in case of negotiations with clients.
2. Legal support in the event of a dispute. The specialist will take measures to pre-trial settlement of the conflict. If the parties do not find a common solution, the lawyer will prepare documents and initiate a lawsuit. At the end of the proceedings, he will monitor the proper and timely execution of the judgment.
3. The opportunity to receive a one-time service or ongoing support. Specialists are ready to provide one-time support for checking documentation, to carry out the procedure for opening, reorganizing or liquidating an enterprise. If you wish, you can order ongoing services and get a personal professional lawyer.
4. Cost of services. The price of services is formed depending on your request. You pay only what you really need. We do not impose unnecessary services. Making a permanent support service will help to save on the rate of the legal adviser of the enterprise.

There are several types of legal entities in Russia, each with its own characteristics and requirements. Here are some of the most common types:

1. Limited Liability Company (LLC): This is the most common type of legal entity in Russia. An LLC is characterized by the fact that the participants (founders) are liable for the company's obligations to the extent of their contributions.

2. Open Joint-Stock Company (OJSC): In an OJSC, the company's shares can be freely exchanged on the open market. Participants in an OJSC are not personally liable for the company's debts and are limited only in the amount of their share in the authorized capital.

3. Closed Joint-Stock Company (CJSC): A CJSC has a closed circle of participants, and shares can only be transferred with the consent of other participants or in accordance with the terms of the charter. Participants in a CJSC are also liable to the extent of their contributions.

4. Individual Entrepreneur (IE): An IE is a legal entity whose activities are carried out in its own name and under its own responsibility. An IE is liable for its obligations with all of its property.

5. Joint-Stock Company with Additional Liability (JSC with Additional Liability): This is a form of organization in which, in addition to shareholders, participants, owners of shares, and direct owners of shares may be held liable for the obligations of a limited liability company in the event of bankruptcy.

6. Production Cooperative: This is a form of self-governing organization in which members are united for joint entrepreneurship in production or business activities.

These are just a few examples of organizational and legal forms of a legal entity in Russia. Each of these forms has its own characteristics, rights, and obligations, and the choice of a specific form depends on the goals, types of activities, size, and other factors of the organization.

The founder of a limited liability company (LLC) in Russia has certain rights and obligations. Here are the main ones:

Rights of the founder of an LLC:

1. The right to establish an LLC: The founder has the right to create an LLC by concluding a memorandum of association and registering it in the prescribed manner.

2. The right to participate in management: The founder has the right to participate in the management of the LLC and make decisions regarding its activities.

3. The right to receive information: The founder has the right to receive information about the activities of the LLC, including access to financial statements and minutes of general meetings.

4. The right to a share in the profit: The founder has the right to receive a share in the profit of the LLC, proportional to his share in the authorized capital.

5. The right to participate in the distributio n of property: The founder has the right to participate in the distribution of property upon liquidation of the LLC.

Obligations of the founder of an LLC:

1. Financial obligations: The founder is obliged to make his share contribution to the authorized capital of the LLC in accordance with the concluded memorandum of association.

2. Compliance with the charter and legislation: The founder is obliged to comply with the charter of the LLC and current legislation, as well as participate in making decisions necessary for the proper functioning of the company.

3. Notification of changes in data: In the event of a change in his data (address, name, etc.), the founder is obliged to notify the registration authority and the relevant bodies of the LLC.

These are the main rights and obligations of the founder of a limited liability company in Russia. It is important to note that specific rights and obligations can be specified in the memorandum of association and the charter of the organization.

The process of liquidation of a limited liability company (LLC) in Russia includes the following main stages:

1. Making a decision on liquidation: The decision to liquidate an LLC is made by its founders or an authorized management body. This may be a general meeting of participants or a decision of the sole executive body.

2. Appointment of a liquidation commission: A liquidation commission is formed to manage the liquidation process and perform the necessary actions.

3. Notification of interested parties: The organization is obliged to notify tax authorities, creditors, landlords and other interested parties about the start of the liquidation process.

4. Evaluation and sale of assets: The liquidation commission evaluates the property of the LLC and sells it to pay off debts to creditors.

5. Debt repayment: The funds received from the sale of assets are used to pay off all obligations of the LLC to creditors.

6. Liquidation of accounts and documents: Preparation of documents and closing of accounts in the bank and tax authorities.

7. Closing of registration records: After all obligations have been fulfilled and all accounts and documents have been closed, the registering authority carries out the procedure of closing the registration record of the LLC.

8. Notification of liquidation: Closing of the registration record of the LLC is officially reported in the registration log and in the Unified State Register of Legal Entities.

This is the general procedure for liquidating an LLC in Russia. It may vary depending on specific circumstances and legal requirements. To successfully complete the process, it is recommended to consult with a lawyer or a specialist in corporate matters.