This branch of law being an essential part of civil law was artificially distinguished for generalization of rules of law to regulate legal status, constitution and activity procedure of economic companies. It also includes articles established by the holder or management of the enterprise (commercial company) as well as regulating various intercompany relations (articles of association, provisions).
Simply put, no corporation is understood under corporative issues, but means of regulating the Association (both with limited liability and cooperative), constitution thereof, functioning and restructuring. The term is generally applied to all transactions with shares and stocks of associations, establishing of collegial and sole management bodies, shifts of power, restructuring, policy audits, approval of major transactions, key decision-making and many other things.
In vertically-structured holding companies with affiliates the Corporate Secretary as an official capacity is implemented to monitor holding company structure, arrangement and holding of meetings, executing minutes of meetings and corporate resolutions, making amendments in constitutive documents of associations and registration thereof, both in notary’s and registry offices, execution of equity issues, restructuring of association and other issues.
The importance of corporative issues should be brought into focus when purchasing business with the analysis of constitutive documents being of considerable importance in minimization of legal risks of the future proprietor. Lack of such examination might lead to ill-proportioned distribution of profit of the association between contributors (out of accordance with shares in the authorized capital of the association), implications with purchase and sale of shares of association shareholders, electing audit committee failure, inconformity of constitutive documents with the Russian Federation legislation (resulting in being fined by audit authorities which might lead to association winding-up) as well as other significant problems and financial losses for the proprietor.
Attorneys at law «Juris» offers the following services:
Registration of association of any type of business entity
- Obligatory "re-registration" of associations with limited liability in 2009
- Counseling on constitition, restructuring, liquidation of juridical person, choice of business legal structure thereof
- Drawing-up complete package of documents for registration of assocoation
- Choice of the most optimum system of management bodies
- Restructuring legal support
- Submission and receipt of documents at the registration body
Support of association’s legal issues (responsibility «corporate secretary»)
- Preparation arrangement and support of holding of general meetings of shareholders (proprietors) in accordance with the current legislation requirements, Articles of associations and other association’s internal documents
- Arrangement of cooperation between the Association and shareholders thereof (proprietors)
- Support of functioning of the Board of Directors as well as other Association’s management bodies
- Legal expert opinion of association's constitutive documents relating to conformity thereof with the current legislation
- making amendments in association’s constitutive documents
Purchase and sale of shares, stocks, business
- Business activity Legal audit (audit of business steadiness, legitimateness and isentification of legal risks connected with business accrued)
- Counseling on problematic issues relating to making purchase and sale transactions (disposition) of stocks, shares, business
- Drawing up package of documents concerning purchase and sale (disposition) of stocks, shares, business