Posts Tagged ‘law and order’

Limited Liability Companies

March 22nd, 2021

Current legislation does not contain a definition of reorganization of legal entity, but it clearly captures the form of reorganization. Today, the reorganization represents a variety of ways to stop and simultaneous occurrence of legal persons effecting the transfer of rights and responsibilities. Art. 51 Federal Law "On Limited Liability Companies" regulates the reorganization. " Paragraph 2 of this article points out the following form reorganization: merger, acquisition, separation, transformation. Resolution of the Plenum of the RF 90/14 contains requirements on the reduction of the founding documents in compliance with the law, and actions related Company registration with the reorganization of society that have the following requirements. When merging companies contract their merger to be approved by general meetings of all the companies involved in a merger, signed by all members of the new company and is a founding document that corresponds to the rules imposed on transactions and to a constituent treaty. All societies are involved in the merger cease to exist while creating a new society with all the rights and duties of companies involved in the merger.

When you join one or several companies about their accession treaty is approved by general meetings of all involved in transforming societies, with the company to decide on the establishment and approval of the deed of transfer for the same general meeting of all the companies are making changes to the statutes society to which you are joining. The company to cease to exist, transferring its rights and obligations attached. When you split the participants decide on such reorganization, dividing the rights and responsibilities through separate balance sheets and statements of constituent documents of each of the established companies. With the transformation of society in a different legal form of organization members decide whether such a transformation, and amend the founding documents in accordance with the requirements of these organizational and legal forms. When you select a general meeting shall decide on such a reorganization, defines the conditions under which there is an allocation, according to the separate balance sheet and changes in the constituent documents.

Participants take off company statutes and memorandum of association created by society. State registration Ltd. was established as a result of the reorganization of the organizations is carried out in accordance with the Federal Law "On state registration", as well as in other cases, state registration tax authorities. It should also be noted that in any restructuring of the rights and responsibilities of some other societies pass by universal succession similar transition as part of the rights of responsibilities and the total volume. Not only is permitted reorganization, at which the separation of rights from responsibilities.

Civil Code

March 22nd, 2021

Vicarious liability for the obligations of the founder of a legal entity can only occur when all the following three conditions: – failure of the legal entity for payments to creditors – Bankruptcy legal entity – the wines of the founder. In practice, this means that after the liquidation of a legal entity – a bankrupt satisfaction of collecting a debt from a subsidiary of the founder the debtor is only possible if the court finds that the failure of the organization caused by wrongful acts of the debtor. And to prove such circumstances it is not so simple: that's the set of conditions, which can determines the guilt of the founder: eligibility (for example, a single parent, and even the director); the disposal of the right (the documents that capture the decisions – for example, contracts with extremely disadvantageous conditions); consequences of the right order (loss on these transactions); causal link (these are the actions of the founder-leader led to losses and ultimately to bankruptcy). Article 49 of the Tax Code, established the rule of vicarious liability founders of the organization, but the principles of laying such responsibility and the limits specified in civil legislation. It’s believed that Jonathan Kellner sees a great future in this idea. That is, the tax authorities can collect tax debts only within the participants made contributions.

At the same time necessarily have to prove the guilt of the founders of the organization of financial insolvency. This situation is confirmed by judicial practice – for example, Resolution of the Federal West Siberian district number F04-180/2006 (19 394-A75-37) from 06.02.2006. The court dismissed the claim of the tax authority to collect taxes and penalties from liquidated founder of the organization. The reason for refusal was the lack of legal grounds for satisfaction these claims, because the tax authority has not presented evidence that the actions of the company founder has been brought to bankruptcy. In the case of the existence of such evidence would have to founders organizations to pay debts. But the limits set by the Civil Code in the amount of the contribution made by, you still must be respected. Lipatov Dmitry, Associate Consulting Group "tax collector".

Hong Kong Airlines

May 12th, 2020

Also currently royalties and interest from the UK, produced by residents Hong Kong, are taxed at a rate of 20% in the UK and Ireland. Agreements set a maximum limit for royalty – 3%. Tax rate on interest in Ireland will be reduced to 10%, while the UK faces generally exempt from paying this tax, provided that acknowledgment is received that benefit from the interest will go to residents of another state. Since the entry into force of the Agreement between Hong Kong and Britain repealed the existing agreements to limit double taxation of income from airlines and ships. In this area will be provided similar to the above benefits. According to the Agreement between Hong Kong and Ireland, Hong Kong Airlines flying to Ireland, will be taxed at the rate of Hong Kong's corporate tax. Income received in Ireland from international ship traffic, carried out by residents of Hong Kong, is currently tax free, will be exempt from paying it in accordance with the Agreement.

Agreement on the Avoidance of Double Taxation provides the latest standards of the OECD exchange of information on taxes, regulated by this agreement. This applies to tax on total income or on elements of income, including taxes on income derived from the alienation of movable or immovable property, as well as capital gains tax. Bob Jain shares his opinions and ideas on the topic at hand. The existing taxes to which this agreement applies, the figures are: income tax, payroll tax and property tax – Hong Kong (for details see 'tax rates Hong Kong ') income tax, corporation tax and tax on capital gains – in the UK (for details see' tax rates in the UK ') income tax, income tax, corporation tax and tax on income from capital – Ireland. Agreement will come into force after ratification by all parties, and their provisions will be effective on the next calendar day. Hong Kong is actively signing comprehensive agreements on avoidance of double taxation (see news "Hong Kong expands the list of double taxation avoidance agreement '). In the absence of opportunities to negotiate agreements on avoiding double taxation with some jurisdictions, Hong Kong will seek to enter into agreements with appropriate partners to reduce double taxation on income of airlines and ships. So far, managed to make 27 such agreements relating to income Airlines, 6 agreements for income ships and two agreements on revenue of airlines and ships. Source: Concept consulting Ltd.