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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

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slide1

LAW

Jakub Sieradzkijsieradzki@wsiz.rzeszow.pl

business activity definition
Business activitydefinition
  • Gainful manufacturing, construction, trade, service (and extraction of minerals) activity
  • Organized
  • Constantly
  • And alsoprofessionalactivity
entrepreneurs
Entrepreneurs:
  • Natural person
  • Entity without corporate status (an unincorporated entity with legal capacity)
  • Legal entity
  • Cooperative
  • Runningbusinessintheirownname
sole trader
Sole trader
  • Natural person
  • Takesallresponsibility for liabilities
  • Isliablewithall his assets (no limits)
sole trader1
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

civil law partnership
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
civil law partnership1
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)
civil law partnership2
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
commericial partnerships and companies
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
general partnership
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
general partnership1
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
general partnership2
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
professional partnership
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)
professional partnership1
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)
limited partnership
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”
limited partnership1
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
companies
Companies
  • Limited Liability Company
  • Joint-Stock Company
  • Shareholders shall not be liable for the obligations of the company
  • Shareholders rights
companies1
Companies
  • Acting by bodies
    • Management board (representation and conducting companies affaires)
    • Supervision board
    • Meeting of shareholders (the most importatn body)