Monthly Archives: December 2019
Contribution to property has become repayable. Will he become an alternative to a loan in a group of companies
Making a choice in favor of one or another reason for tax-free cash flow in a group of companies, the possibility of their return without taxes is often a key criterion. If we add to this the efficiency of processing, we get the expected result – loans are the most popular tool for the flow of money.
The closest alternative to a loan – a contribution to property without increasing the authorized capital – has long been virtually irretrievable. The return on investments was possible only in the form of dividends or upon sale of a share in the business, with appropriate taxation.
Since the beginning of 2019, the situation has changed – the participant has the opportunity to return previously made contributions to the property of a subsidiary without additional taxation. Continue reading
LLC is the most common form of legal entities in Russia. This is a kind of intermediate type of participation in entrepreneurial activity between the association of only capital (joint-stock companies) and the association of personal, primarily labor, participation (for example, a production cooperative). It is this feature that determines the rules for exclusion of a person from the membership of LLC, the presence of a number of special rules aimed at protecting his interests.
For example, without the consent of all participants, a company cannot be reorganized (for comparison, in joint-stock companies, in order to make such a decision, 75% of the votes of those participating in the meeting of shareholders must be collected). This protects the interests of all participants, primarily personal participation, taking into account personal opinions, regardless of their share in the authorized capital. Continue reading
Sooner or later, any business is faced with the need to change its operational manager. The founding owners eventually move away from solving current issues, giving way to hired, young and daring managers. Often, to create additional motivation, this process is accompanied by the allocation of managers stakes in the company.
From the point of view of increasing the involvement and interest of a manager in a business, this is certainly the right step. However, trusting hired directors to resolve operational issues, it is necessary to retain the ability at any time to reverse the transfer of authority and ownership. After all, no one guarantees that having received a share in the business, the new co-owner will not decide to go to work somewhere else.
We show by a real example how the dependence of ownership of shares on the fulfillment of an employee’s labor function in one of our projects was ensured. Important: inclusion in co-owners was due to participation in management. Accordingly, when an employee is dismissed from the company, there must be grounds for depriving him of his share. Continue reading