The use in business of such an institution as a manager or managing organization often arises. In this article we will tell you what are the advantages of using this institution for business.
The transfer of powers of the director is possible to the manager (individual entrepreneur) or the management company (legal entity). It should be noted that this institution can be used for business societies and unitary enterprises. The management company can manage several legal entities.
Delegation of authority to a manager or management company.
The manager is appointed by the general meeting of participants (shareholders) of the economic company. In the decision of the general meeting, a person must be authorized to sign an agreement with the manager (management company). When appointing a manager, it is required to notify the registering authority in accordance with clause 21 of the "Regulations on State Registration of Business Entities". The powers of the manager come on the basis of the management agreement, from the date of its entry into force. The manager performs the functions and powers of the executive body.
Conclusion of a contract with a manager or management company.
Belarusian civil law does not provide for an independent type of management contract. Therefore, this type can be attributed to a mixed contract. The closest to the legal regulation can be called a paid service agreement. When drawing up the contract, the parties are as free as possible, this also applies to the remuneration of the manager. In addition to the basic remuneration, parties can register bonuses for certain results, as well as the procedure for reimbursement of the manager’s expenses related to management. It should be noted that the manager performs his duties not only in accordance with the contract, but also the company's charter, the decisions of the general meeting of participants. The representation of the interests of the company by the manager is carried out on the basis of a management contract and charter. If a management company is appointed, the director represents the interests on the basis of the charter.
Tax and other benefits.
Immediately, we note that the benefits listed below will apply only if the manager is not a member (owner) of the legal entity being managed and is not a relative of the members of the legal entity being managed. According to Art. 286 NK RB to them include: spouses, parents (adoptive parents), children (including adopted, adopted) by participants, property owners of commercial organizations (except for joint-stock companies). Otherwise, the following benefits will not apply.
The manager is not required to pay vacation and sick leave. As for the tax burden, the manager (individual entrepreneur) can apply the simplified taxation system 5% without VAT or 3% with VAT from gross revenue. Deductions to the SPF for individual entrepreneurs in the absence of benefits for payment, such as work under an employment contract, will be 35% of income, but not less than 35% of the minimum wage. The application of the simplified taxation system can be carried out if annual revenues amount to 1,5 billion Belarusian rubles.
Responsibility of the manager, the management company.
The manager in carrying out his activities is liable in accordance with the concluded management contract, as well as civil law. In view of the manager’s great responsibility, it is possible to provide professional insurance for such liability. In accordance with Art. 364 of the Civil Code of the Republic of Belarus may recover damages from the manager (actual damage or loss of profits). A management contract may provide for additional liability in the form of a penalty. Disputes involving managers are resolved in the economic courts of the Republic of Belarus. If a managed company is subject to bankruptcy, the director of the management company may be held to secondary liability in accordance with Art. 11 of the Law “On Economic Insolvency (Bankruptcy)”.
Services and contacts.
Legal services are provided for the development of a contract on the transfer of powers of the sole executive body of a commercial organization (managing organization) or to an individual entrepreneur (manager). Amendments to the charter to introduce the possibility of attracting a manager (managing organization).
|Manager services||From 500 Euro (€) per month|