One of the most important provisions of this law is the establishment of the minimum size of the authorized capital for a UE. For municipal unitary enterprises (MUP) it is equal to 100 thousand rubles, for state unitary enterprises (SUE) - 500 thousand rubles.
The same law obliged all UEs to bring their constituent documents in line with the law.
In this regard, many SUEs faced the problem of increasing the authorized capital. It is no secret that a large number of SUEs operate less efficiently than similar organizations in the private sector of the economy. The assets available to such SUEs are for the most part burdened with significant debts, fixed assets are extremely worn out, and often there is no real estate in their ownership, since SUEs received areas either for rent or for economic management.
Thus, the law requires the SUE charter to be brought into line, but the economic situation of the enterprise most often does not allow this: there are no funds to increase the authorized capital. Moreover, it is not at all the fact that this is the fault of the leader. The point, as you know, is the general inefficiency of the public sector of the economy. It is not necessary to count on the state to allocate funds, since the country's leadership is now pursuing a policy of reducing the number of SUEs to a minimum number in order to leave only such SUEs that perform really necessary state functions.
Of course, some SUEs can use the resources of subsidiaries attached to them, created earlier in accordance with Art. 114 of the Civil Code of the Russian Federation. The law established that these subsidiaries must be merged with the UEs that created them no later than July 1, 2003. It is clear that the merger of subsidiaries along with their property will allow some SUEs to collect the minimum property required by law to increase the authorized capital of the JSC.
For other SUEs that do not have such reserves, one of the ways out of this situation is privatization.
Privatization, in accordance with the federal law of the Russian Federation No. 18-FZ of December 21, 2001 No. "On the privatization of state and municipal property" (hereinafter - the Federal Law), is the paid alienation of property owned by the Russian Federation, its constituent entities, as well as municipalities - into the ownership of individuals or legal entities.
It should be especially noted that the legislation imperatively established the principle: paid alienation of state or municipal property (with some exceptions) is possible only in the manner and in the ways established by the Federal Law. Actions that go beyond the limits of the Federal Law are fraught with unpleasant consequences for the persons who have committed such actions, up to the recognition of privatization as invalid. The Civil Code of the Russian Federation establishes a statute of limitations for filing claims for the recognition of such transactions as invalid equal to ten years.
What methods of privatization are acceptable for UE?
Article 13 of the Federal Law, which determines the methods of privatization, established the rule: privatization of the property complex of a UE in the event that the value of its property exceeds the size of the minimum authorized capital of an open joint-stock company (OJSC) established by law can only be carried out by transforming it into an OJSC, 100% of whose shares are located owned by state or municipal bodies (otherwise it is called corporatization). The Federal Law "On Joint Stock Companies" set the minimum authorized capital of an OJSC at 100,000 rubles. The method of transforming a unitary enterprise into a closed joint stock company (for which the minimum authorized capital is only 10 thousand rubles) is not provided for by the legislation.
From the foregoing, the conclusion follows: all state unitary enterprises or municipal unitary enterprises that have property worth more than 100 thousand, but less than 500 thousand rubles, today should first of all consider the possibility of privatization, and privatization only through corporatization.
A joint stock company (JSC), according to the law, is a legal entity - commercial organization whose authorized capital is divided into shares. The share allows its holder to manage the joint-stock company by participating in voting at the general meeting of shareholders, and to receive dividends due to the shares. Establishment and activities of joint-stock companies as a whole are carried out in accordance with the Civil Code of the Russian Federation and are regulated by the federal law of the Russian Federation "On Joint-Stock Companies".
However, the Federal Law established the features of the creation and legal status of OJSCs created by transforming the UE. Including for OJSCs, in respect of which a decision was made to use a special right (“golden share”).
The UE corporatization procedure begins with the appearance of the corporatization organizer. Privatization of state or municipal property may be planned or initiative. This means that the Federal Law has shown flexibility in this matter, and has unlimitedly expanded the circle of persons who can submit proposals (applications) for privatization to authorized state or municipal bodies. Moreover, Article 10 of the Federal Law directly granted the right to the authorities of the constituent entities of the Russian Federation and municipalities to determine the procedure for planning the privatization of property owned by them. Article 14 of the Federal Law gives them the right to independently determine the procedure for making decisions on the conditions for the privatization of republican or municipal property.
Thus, at present, the Republic of Bashkortostan and the city of Ufa independently determine part of the privatization procedures (naturally, within the framework of the Federal Law). We are talking about the laws of the Republic of Bashkortostan on programs for the privatization of state property for a year, as well as decisions of the Ufa City Council on similar topics.
Thus, the strategic line of the state towards the creation of a flexible system of privatization planning that takes into account local characteristics is clearly visible. Such a strategy once again confirms the conclusion: the state deliberately resolutely parted with the burden of unitary enterprises. And if any of the leaders of the UE, doomed to shareholding, still hopes for help in high offices, then, apparently, this hope is weak, and it should be parted with, the sooner the better.
The presence of a forecast privatization plan, or a reasonable application for privatization, launches the privatization mechanism. At the first stage, the state or municipal property management bodies examine the issue of the possibility of privatization. Trade enterprises, consumer services, and some others have an advantage in this regard. Laws and other regulations legal acts categories or lists of objects of state or municipal property that are not subject to privatization, or whose privatization is carried out with certain restrictions, are established. There are also regulations governing the procedure for considering applications for privatization.
If, when considering the possibility of privatizing the UE, no restrictions are identified, then the relevant property management body (for example, the Ministry of Property of the Republic of Belarus or the KUMS of Ufa) makes a decision on the privatization of this UE.
When preparing a decision on the terms of privatization of the UE, the following activities are carried out:
An inventory of property is carried out (including the results of scientific and technical activities);
An interim balance sheet is drawn up;
A land plot plan and other documents for real estate (if any) are drawn up. The plan of the land plot is drawn up with the attachment of title documents for this plot. If a cadastral registration has been carried out with respect to the land plots subject to privatization, then an extract from the state land cadastre in the form of a cadastral plan is provided;
All of the above documents are signed by the head and chief accountant of the UE.
Auditor's check of the interim balance sheet. (An audit can be carried out at the initiative of the state or municipal property management body. For this purpose, they conclude an appropriate agreement with an audit organization. If the auditor detects violations in the preparation of documentation, an additional check of the existence and condition of the property and obligations of the UE may be scheduled);
the issue of subsidiaries is being resolved (they must be attached to the main UE);
The composition of the property complex of the UE subject to privatization is determined (this includes all property owned by the UE on the right economic management, as well as subject to privatization land, trade name, trademarks, service marks, etc.);
Objects (including exclusive rights) that are not subject to privatization as part of this UE are determined, and the procedure for their further use (for example, rights to intellectual property objects that are directly related to the country's defense capability and security);
A list of encumbrances (restrictions) on real estate objects is compiled, and the need to establish additional restrictions and public easements during privatization is determined.;
The book value of assets is determined;
The size of the authorized capital of the newly created JSC is determined (it is taken equal to the book value of the assets of the UE subject to privatization);
The number and nominal value of shares, the composition of the board of directors and the audit commission of the OJSC are determined, the charter of the OJSC is developed.
Learn more about inventory.
An inventory of the UE property, as well as the results of scientific and technical activities, depending on whether the UE belongs to federal, republican or municipal property, is carried out in accordance with the regulations of the property management bodies of the appropriate level. These regulations are generally unified in their methodology for identifying and evaluating the assets and liabilities of an enterprise.
The list of obligations of the UE, existing on the date of completion of the inventory, is attached to the inventory act. The list should contain the grounds for the emergence of the obligation, the subject of the obligation, the deadline for fulfillment and the counterparty of the obligation. These are, in particular, obligations under bills of exchange, guarantees, etc.
When unaccounted objects are identified, their assessment is carried out according to market value, in most cases with the involvement of independent appraisers.
Property not included in the privatized property is confiscated by the owner.
The head of the UE is responsible for carrying out the inventory.
In the event that the balance sheet value of the assets is found to be insufficient to form the minimum authorized capital of an OJSC, provided for by law, the decision will not provide for the corporatization of the UE, but its sale at an auction or tender.
The above activities are completed by a decision on the conditions for the privatization of the UE, which approves:
composition of the property complex of the UE subject to privatization;
a list of objects (including exclusive rights) not subject to privatization as part of the property complex of the UE;
a list of encumbrances (restrictions) on privatized property;
calculation of the book value of the UE assets to be privatized.
On the basis of and in accordance with the decision on the terms of privatization of the UE, a transfer act is drawn up, which in form and content corresponds to the composition of the property of the UE subject to privatization. As appendices to the deed of transfer, a calculation of the book value of assets and a list of encumbrances (restrictions) on the property being privatized are attached.
Further, the state registration of the established JSC is carried out in the manner prescribed by the federal law of the Russian Federation "On state registration legal entities". In accordance with the Federal Law, the OJSC created in this way becomes the legal successor of the former UE.
After the state registration of the established OJSC, the representative of the state or municipal property management body and the sole executive body of the established OJSC sign the transfer act.
At the same time, the head of the former UE is appointed director of the OJSC before the first meeting of shareholders. In accordance with the Federal Law, the powers of the supreme management body of the OJSC (general meeting of shareholders) in this case will be exercised on behalf of the relevant shareholder - by the relevant bodies for managing state or municipal property.
Further actions of the executive body of the OJSC are aimed at re-registration of the rights that the UE had (for a property complex, for real estate, for land plots), as well as for organizing the activities of the OJSC (maintaining the register of shareholders, registering shares with the Federal Securities Commission, etc.).
In the future, the sale of the state block of shares of the established OJSC will be carried out in accordance with the regulatory legal acts governing such transactions. At the same time, after the alienation of a part of the state or municipal block of shares (that is, when private individuals appear among the shareholders), the Golden Share will allow the representative of the state or municipal property management body to veto the following decisions of the general meeting of shareholders:
on amendments and additions to the charter of the JSC;
on the reorganization of OJSC;
on the liquidation of the OJSC, the appointment of a liquidation commission, on the approval of the interim and final liquidation balance sheets;
on changes in the authorized capital of OJSC;
on the conclusion of major transactions, and transactions in which there is an interest (in the definitions given by the Federal Law "On Joint Stock Companies").
Chairman of the Bashkir
republican association
law firms V.A. Vishnevsky
Chief Specialist of LLC "Fund "AYAKS"
to promote development
Entrepreneurship" I.M. Ilyasov
Privatization through corporatization
(some subtleties of the FSUE reorganization process)
First of all, it is necessary to correctly place the accents and decide on the conceptual apparatus, because for many the terms "privatization" and "corporation" are not very compatible. There is also another extreme, when privatization and corporatization are actually put on an equal footing. How to correctly assess the situation in relation to state unitary enterprises? How to correlate the concept of "corporation", which provides for a change in the organizational and legal form of a legal entity, with privatization, which, as you know, includes the transformation of state property? We tried to find answers to these questions by analyzing the legislation on privatization, as well as some results of our own practice of providing legal services to enterprises whose organizational and legal form is FSUE. Here's what we got.
Sectoral federal and municipal state unitary enterprises (FGUP), as you know, still occupy a fairly prominent place in the economy of our country, especially if they are part of the so-called backbone organizations, that is, they are directly related to the implementation of important state programs different levels and different industry focus. It is probably for this reason that the privatization of such enterprises is regulated in detail by legislation, according to which any transformation of unitary enterprises into companies of a different organizational and legal form is carried out in accordance with the legislation on privatization. The federal law contains a specific requirement in this part (Article 34 of Law No. 161-FZ of November 14, 2002 “On State and Municipal Unitary Enterprises”).
Article 13 of the Federal Law-178 of December 21, 2001 "On the privatization of state and municipal property" provides for the following methods of privatization of state and municipal property: transformation of a unitary enterprise into an open joint stock company; sale of state or municipal property at auction; sale of shares of open joint-stock companies at a specialized auction; sale of state or municipal property at a tender; sale outside the territory of the Russian Federation of state-owned shares of open joint-stock companies; sale of shares of open joint-stock companies through the organizer of trading on the securities market; sale of state or municipal property through a public offer; sale of state or municipal property without declaring a price; making state or municipal property as a contribution to the authorized capital of open joint-stock companies; sale of shares of open joint-stock companies based on the results of trust management. Moreover, the privatization of the property complex of a unitary enterprise in the event that the amount of the authorized capital, determined in accordance with Article 11 of the Federal Law mentioned above, exceeds minimum size the authorized capital of an open joint stock company, established by the legislation of the Russian Federation, can be carried out only by transforming a unitary enterprise into an open joint stock company. In other cases, the privatization of the property complex of a unitary enterprise is carried out by other methods provided for by the above Federal Law. It follows from this that the general principles of privatization in relation to large unitary enterprises are for the most part inapplicable. As already noted, in relation to state unitary enterprises that have important state, including defense, significance, privatization can be carried out only by transforming a unitary enterprise into an open joint-stock company. It is understandable: it is difficult to imagine the sale at auction of a regime defense institute or plant. Consequently, corporatization of federal state unitary enterprises is in this case a method (mechanism) of privatization, and it is exclusive, that is, the only possible one. This is how the accents should be placed and the conceptual apparatus should be put in order.
In practice, the mentioned mechanism most often provides, firstly, for the transformation of the Federal State Unitary Enterprise into an open joint stock company (100% of whose shares are in federal ownership) and, secondly, the subsequent contribution of 100% of the shares minus one share as a contribution of the Russian Federation to the authorized capital of any joint-stock company in the order of payment for additional shares placed by this joint-stock company in connection with an increase in its authorized capital. As a rule, decisions of this kind are made in the format of a decree of the President of the Russian Federation. That is, the question inevitably arises of who exactly the state transfers the authority to manage the assets of the reformed unitary enterprises. Agree, taking into account the sad practice of all previous "waves" of privatization, such a question arises naturally and reasonably, and it's not even about a possible corrupt component of the privatization process. In our opinion, the relevance of this problem is due to two main reasons, namely:
Many sectoral unitary enterprises are classified as strategic, since they also perform important state tasks in the field of defense and security in general;
Most of the mentioned unitary enterprises have on the right of economic management impressive assets, including real estate, expensive equipment. Industry research institutes, for example, often also hold intellectual property rights, which are often comparable in value to expensive real estate. But after all, the joint-stock company created on the site of the Federal State Unitary Enterprise at the same time acquires the opportunity not only to use the mentioned assets for their intended purpose, but also to engage in their sale, which in practice received the rather vague name of “realization of non-core assets”. So to whom are the assets of the reformed unitary enterprises transferred "from the master's shoulder" of the state? The question is an interesting one...
In our country, the list of such enterprises was approved by Decree of the President of the Russian Federation of August 4, 2004 No. No. 1009 "On approval of the list of strategic enterprises and strategic joint-stock companies". In addition, the list of so-called “backbone” objects is approved by the government Commission for Improving the Sustainability of the Development of the Russian Economy. The said list is not exhaustive and may be adjusted by the decisions of the said Commission. This means that the composition of backbone enterprises is formed at the level of supreme bodies government controlled Russia is constantly changing, taking into account the changes taking place in the basic sectors of the economy, including taking into account the needs of the country's military-industrial complex.
It should be noted that as the first steps of a unitary enterprise along the path of corporatization, it is necessary to consider its inclusion in the Forecast Plan (Program) for the privatization of federal property, which is approved by the Government of the Russian Federation, as well as the subsequent issuance of the corresponding order of the Federal Agency for State Property Management or its territorial division. On this basis, an order is issued by the Territorial Administration of the Federal Agency for State Property Management on the conditions for the privatization of a particular federal state unitary enterprise. Since from now on the privatization process is regulated mainly by the administrative document mentioned above, let us dwell on its content in more detail.
The preamble of the order on the terms of privatization usually lists the legal and regulatory documents on the basis of which the privatization of this enterprise is carried out, including a reference to the audit report with a preliminary assessment of the value of the FSUE assets. Further, the order usually states that privatization should be carried out by transformation into an open joint-stock company, and its full name and the size of the authorized capital of the joint-stock company are indicated. In this part, it is obligatory to indicate exactly how many registered ordinary book-entry shares make up the authorized capital and what is the value of each share. The order is to report on the composition of the FSUE property complex subject to privatization, which, according to general rule should be reflected in a special annex to the order. However, in practice, a unitary enterprise subject to privatization, as a rule, receives only the text of the main document, without a list of the property complex. In all likelihood, the representative of the owner in this case reserves the right to make adjustments to this important document at the last moment, since various kinds of surprises may arise in the process of preparing the property complex for privatization. Very often, for example, title documents for some real estate objects are either not properly executed, or are not available at all, especially when it comes to objects of unfinished construction, or the so-called "squatter". This means that in order for an appendix to the order to appear indicating the composition of the property complex to be privatized, the administration of a unitary enterprise is often forced to preliminarily carry out a lot of work aimed at bringing title documents into proper condition. The beginning of such work is the organization of a commission inspection of the property complex of the enterprise, with the participation of representatives of the owner, that is, the territorial department of the Federal Property Management Agency, as a result of which an appropriate act is drawn up. The named document is compared with the previously executed act of transferring objects to the enterprise under the right of economic management, and as a result, it becomes possible to isolate “problem” real estate objects for which it is necessary to carry out additional special measures (clarification of the boundaries of land plots; settlement of territorial disputes; re-registration of BTI documents; coordination and receipt missing title documents, etc.). True, not all real estate objects that are part of the FSUE property complex can be included in the deed of transfer, this happens quite often. What the owner is guided by in this case, we do not know. Apparently, there are some reasons of their own... As an appendix to the order on the terms of privatization, a list of objects (including exclusive rights) that are not subject to privatization as part of the FSUE property complex is also drawn up. Most often, we mean objects located on the territory of the enterprise, but belonging to the civil defense and the Ministry of Emergency Situations (usually, protective structures). The calculation of the balance sheet value of the enterprise's assets, as well as a list of encumbrances (restrictions) on property included in the property complex, are also drawn up as annexes to the above-mentioned order on the conditions of privatization. It is important to take into account that the said order must also approve the charter of the joint-stock company being created, the composition of the management body (board of directors), and the audit commission. But all personnel decisions in this case are temporary, that is, they are made before the first general meeting of an open joint-stock company. There are also specific activities that the members of the governing body must carry out. So, often the order on the conditions of privatization contains requirements: within 2-3 months to carry out necessary measures for the purpose of state registration of an open joint stock company; sign a transfer act on acceptance of the property complex to be privatized and submit to the Federal Agency for State Property Management a certified copy of the Charter, as well as a copy of the document confirming the fact of making an entry in the Unified State Register of Legal Entities and a copy of the transfer act; within a month, submit to the territorial department of the Federal Property Management Agency the documents necessary for making appropriate changes to the register of federal property; to carry out legal actions for the state registration of the transfer to the established open joint-stock company of the ownership of the objects received by it in accordance with the deed of transfer. The aforementioned order on the conditions of privatization usually orders the management bodies of a joint stock company to decide on the issue of shares of an open joint stock company with the placement of all shares to the sole founder - the Russian Federation (represented by the Federal Property Management Agency), as well as to approve a report on the results of the issue of shares of the established JSC and send the relevant materials to authorized state registration body.
Practice shows that it is the organization of the issue of shares that is the most difficult and time-consuming task. The Federal Law "On the Securities Market" dated April 22, 1996 N 39-FZ establishes the procedure for issuing securities, which includes the following steps: making a decision on the placement of equity securities; approval of the decision on the issue (additional issue) of emissive securities; state registration of an issue (additional issue) of emissive securities; placement of issuance securities; state registration of the report on the results of the issue (additional issue) of securities. At the same time, the list of stages established is not exhaustive, and the order in which the stages are carried out may vary depending on the situation. In the future, the Board of Directors is also required to organize the maintenance of the register of shareholders and submit to the owner the relevant documents confirming the fulfillment of the order.
It is important to take into account that a joint-stock company is considered established from the moment of its state registration (clause 5, article 2 of the Federal Law "On Joint-Stock Companies" dated December 26, 1995 No. 208-FZ). That is, until the moment of state registration, the enterprise is a federal state unitary enterprise, with all the ensuing consequences. The new joint stock company is the legal successor of the state unitary enterprise. Employment contracts with the employees of the organization are preserved (Article 75 of the Labor Code of the Russian Federation), and any written consent of the employee to continue the employment relationship is not required. But if the employee for some reason does not agree to continue working in the reorganized company, he is obliged to express such disagreement (refusal to continue working) in writing. But in any case, a new legal entity becomes a party to labor relations. AT work books employees, an entry is made about the new name of the employing organization. In accordance with the fourth part of Article 43 Labor Code RF, " collective agreement retains its effect in cases of reorganization of the organization in the form of transformation.
Concluding reflections on the features of the process of privatization of federal state unitary enterprises, it is necessary to list some of the difficulties that the heads of federal state unitary enterprises most often face in this difficult time for them, which is referred to as “privatization” or “corporation” (the reader has already understood that it is right and one and the other). Of course, in each case the situation may look different, but there are general trends. First of all, after corporatization, the enterprise must become part of another joint-stock company, which, from the moment the order of the territorial department of the Federal Property Management Agency on the conditions for privatization, usually already begins to feel like the actual owner of the reformed enterprise. We believe that this phenomenon should be treated with understanding, because corporatization will end sooner or later. So the control by the "parent" joint-stock company, some of its persistent recommendations and proposals (which cannot be refused) regarding personnel policy and reshuffling in the leadership, these are, so to speak, the difficulties of growth. But the main thing, most likely, should be considered such a feature as the actual management of the privatization process by the owner - the territorial department of the Federal Property Management Agency, more precisely, very strict control of everything that happens, which is carried out by representatives of this department. The leadership of the Federal State Unitary Enterprise and its legal service will be able to navigate correctly and find their place in this "two-stage" structure, therefore, they will be able to save themselves in this difficult period of structural upheaval. In fairness, we note that few people have succeeded so far. This is the third difficulty that will inevitably be faced.
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Shareholding is the transformation of a state-owned enterprise into a joint-stock company, which does not always and necessarily lead to the transition of the enterprise from state ownership to private owners.
Privatization is the process of transferring the entire enterprise or its shares into ownership. individuals and non-governmental organizations, that is, this process changes the relationship of
corruption. At the same time, there is no single, common for all definition of privatization in the economic literature. Privatization can mean:
transfer of property rights from the state to private individuals or change of state ownership to private;
Delegation of rights to dispose of state property to private individuals;
Complete sale of state-owned enterprises to private individuals;
· sale of a part of assets of the state enterprises to private persons.
And so: privatization means the full or partial transfer of ownership of the capital of a certain state-owned enterprise to a joint-stock company or a private person.
At the same time, privatization is not only an economic, but also a political process.
There are two stages in Russian privatization. The first (mainly voucher) took place in 1992 - the first half of 1994. It should be said that voucherization could not contribute to the growth of investments.
From July 1, 1994, the transition to the second stage of privatization was carried out, which had a qualitatively new character (using privatization checks). The new privatization stage includes two key principles:
investment orientation of sales;
· providing an opportunity for an investor to acquire a block of shares in a privatized enterprise.
Analysis of the organization of the privatization process in Russian economy shows a number of its inherent features, both positive and negative.
4. Further prospects for property development
At the first stage, privatization was carried out rather hastily. This caused many of its shortcomings, violations of the privatization legislation, abuses and other negative phenomena.
At present, privatization is gradual and "pinpoint" in the sense that in each specific case government bodies tend to choose objects for this in order of priority and economic expediency at the moment. At the same time, they are trying to link it with the search for an "effective investor", including or even primarily foreign (in general, we are talking about linking privatization with attracting foreign investment, especially direct investment), which, of course, would ensure the real accumulation of capital, the modernization of production apparatus, increasing or at least maintaining the number of jobs. Unfortunately, these correct new guidelines for privatization are still poorly implemented.
In the process of formation of market relations, the share of state property is gradually decreasing, but various forms of individual and collective property are developing: individual enterprises, partnerships with full and limited liability, joint-stock companies open and closed types, cooperatives, associations, etc.
Property relations literally permeate all phases of economic activity. Property is economically realized if it brings income to the owner, which allows not only to recoup the costs, but also to make a profit.
Speaking of property as economic relations, it must be emphasized that these are not relations of a subject to an object, but relations between subjects about who owns, who uses, disposes and manages the property object. The history of the development of property relations shows that that class and that social group, which owns the means of production, essentially determines the rest of the system, so any change in economic relations always presupposes, first of all, a change in property relations.
Cardinal changes in macroeconomics were expressed in the fact that by the end of the 20th century the property of classical capitalism to be “pure capitalism” (state participation in the national economy) was completely lost.
In our country, there is a transition to a market economy, features specific to us are being developed, and general trend synthesis of forms of ownership.
With the great importance of the change of owners and managers of state property, the transition from the state form to the collective and private one does not in itself solve the problem of creating an effective market economy. It is necessary that the new owners be able to organize production, manage it, have competence, and show interest.
Conclusion
Public thought has always paid great attention to the problem of property. Special references to it can be found in historical, philosophical and fiction literature. A rich tradition and material have been accumulated in the legal literature, within which a number of directions have developed in the study of property rights.
Property as economic attitude began to form at the dawn of formation human society. All the most important forms of non-economic and economic coercion to work depend on the monopolization of various objects of property.
Liberation from personal dependence led, on the one hand, to the legal equality of all citizens, and on the other hand, to a new type of relationship: the economic power of some and the economic dependence of others.
The economic stimulation of small business, actively carried out in Russia today, is certainly limited by the extremely insufficient financial resources of the state. As the financial crisis is overcome, stimulating the creation of the private sector should be a priority economic policy states. However, even today it is possible to significantly improve the legal conditions for small business activities and eliminate numerous artificially created obstacles in its path. The future of Russia depends decisively on the creation of an effective middle class.
So, the further economic development of Russia in the improvement of forms of ownership. After years domination of the state and the alienation of man from property, a society began to form in the country, focused on the fact that each of its members has the right to be an owner.
The incompleteness of the formation processes at the present time various forms property creates a wide field of activity for various scientific research whose recommendations should be tested in practice in order to determine the optimal forms of ownership for an economically developed society and relations regarding the disposal of this property.
The implementation of market reforms, the introduction of a variety of forms of ownership and their equal legal protection create the material prerequisites for the formation of a new class of owners in the Russian Federation, limit the state in "lawlessness" in relation to the individual's economic activity, free the individual from constant fear of the "apparatus of violence" and establish the limits of state intervention in property relations.
Shareholding- one of the methods of privatization, characteristic of municipal or state structures. The essence of corporatization- the transformation of the enterprise into an open joint-stock company. Such processes became popular as early as 1992 and continue today.
Shareholding differs from the usual procedure for creating joint-stock companies (JSC). It does not aim to unite the participants and their investments to form the authorized capital. The main economic basis is the solution of issues with property, which is assigned to the company and is in municipal (state) ownership. total cost assets of such an enterprise - this is the statutory one. It is for this amount that the issue of shares is made, subsequently placed between legal entities and individuals.
Shareholding is a complex process that includes many steps. It may take more than one year from the moment of the decision to establish an OJSC to the implementation of the set task and the sale of shares. At the same time, all issues are clearly spelled out in the legislation on privatization.
Legislative basis for corporatization
Starting from 1992, when corporatization only became widespread, and until 1997, the process of corporatization and privatization was carried out taking into account the following documents and laws:
Law of the Russian Federation on the privatization of state and municipal companies - No. 1531-1 dated July 3, 1991;
Decree of the President of Russia on measures to transform state structures or voluntary state associations into OJSC - No. 721 dated 1.06.1992;
Decree of the President of Russia on the state program for the privatization of companies belonging to municipal or state property - No. 2284 of December 24, 1993;
Decree of the President of Russia on the main provisions of the program for the privatization of companies belonging to municipal or state property (after 07/01/1994) - No. 1535 of 07/22/1994.
Since 1997, the new Federal Law on the privatization of state property and the basic principles of state property privatization - No. 123-F3 of 06/21/1997 has been in force.
The essence of corporatization
The creation of a joint-stock company based on privatized state (municipal) companies is reduced to the following process:
1. Both the government of the Russian Federation and various federal authorities administrations, local governments, state leaders of the constituent entities of the Russian Federation, individuals or legal entities (if they have the appropriate authority).
2. In the role of the founders of the newly formed joint-stock company are state entities (subjects of the Russian Federation, municipal structures, and so on).
3. The entire process of preparation for corporatization is entrusted to a specially created privatization commission. The issue of its formation lies on the "shoulders" of the property management body. The commission must include representatives of the above organization, as well as representatives of other state (financial) structures. If necessary, the commission may include employees of municipal enterprises (in some cases, employees of the antimonopoly body).
4. The entire corporatization process takes place according to a strictly defined privatization plan, which is prepared by the commission and agreed with the general meeting of employees of the privatized structure. After that, the generated plan must be approved by the property management authority.
The corporatization schedule drawn up should consider the method of transforming the company into a joint-stock company, as well as determine the time intervals for the implementation of certain stages. In addition, the document reflects benefits for employees, the size of the authorized capital, the value of issued shares, their type, terms and sale options.
The corporatization plan must comply with the standard plan approved by the Government of Russia. In turn, the charter of the new organization is developed on the basis of a plan approved by the property management department.
5. During the privatization process, employees of the company undergoing transformations, as well as pensioners who have worked in the structure for a certain period of time, can enjoy benefits when purchasing shares. Previously, the law provided for several options for benefits that allowed you to buy at a lower price and suggested the possibility of installments.
During the corporatization period, it is prohibited to dismiss more than 10% of the company's employees within the six-month period preceding the decision on privatization.
6. After corporatization, the issued shares may be sold at specially organized auctions or tenders. The organization of the process may be entrusted to the Ministry of State Property of the Russian Federation or other state institutions performing similar functions. More than 50% of the company's shares that make up the authorized capital must be sold on the basis of a commercial competition. At the same time, all social or investment conditions must be observed.
Social conditions include the preservation of jobs and working conditions for people, the improvement of skills and retraining of personnel, the preservation of the existing structure of labor protection, the fence about the health of employees, and so on. If the winner fails to fulfill the agreed conditions (social or investment), the privatization object passes into state ownership, and all transactions concluded with the “violator” are terminated within the shortest period of time. mandatory requirement damages.
Until the sale of securities at an auction or tender organized for this purpose, the special institution performs the functions of a shareholder and acts on behalf of the Russian Federation (or a constituent entity of the country).
7. A structure that makes a decision to transform a privatized company into a joint-stock company can immediately secure some block of shares in favor of the state or issue a “golden share”.
8. A new joint-stock company is considered to be formed and started its activity from the moment of registration in state structures in accordance with the current legislative acts. At the same time, the state should be excluded from the register of legal entities.
Shareholding of enterprises
On the present stage any rental or state companies, which are distinguished by their solvency and are developing well in the current conditions, are subject to transformation into joint-stock companies. As a rule, interest is attracted by companies with a number of employees not less than:
50 people, if we are talking about trade, public catering, transport, timber industry;
- 100 people - for other areas of production activity.
Today it is allowed to corporatize enterprises into so-called holdings. This process is carried out by isolating a part structural divisions into independent JSCs. At the same time, the owners of controlling stakes in such entities are the main shareholders.
Today there are three forms of corporatization of companies - this is a transformation:
- in ,
- to concerns;
- in a holding company.
Most often, a “crushing” of a large structure into several small parts occurs. This process is often referred to as restructuring. This is explained by the fact that large companies are too “sluggish” in the market, their work efficiency is low and there is no necessary development dynamics. But this is more of an excuse, because in the West, even very large companies show unique growth.
Shareholding of enterprises implies the fulfillment of a number of conditions - the presence of a well-developed stock market, as well as the possibility of conducting transactions with securities (purchase, sale, exchange). A special role in corporatization of enterprises is played by investment funds, which perform intermediary functions between owners of nominal checks and specialized companies.
At the same time, investment structures have almost no influence on the corporatization process itself.
Russian post corporatization
At the beginning of February 2014, the Ministry of Telecom and Mass Communications introduced a corresponding project, which implies the transfer of the Russian Post enterprise to another form - OJSC. At the same time, it was planned that 100% of all shares would be in the hands of the state. From the same period, the process of inventorying all the property of the organization and its evaluation began. The actual terms of corporatization of the Russian Post were set for a period of one to two years.
The Ministry of Telecom and Mass Communications set the task of attracting as many investors as possible through the sale of securities after the corporatization process was completed. The procedure was provided for by the company's development strategy and approved at highest level the government of the Russian Federation. Only after that the draft law “On Postal Communication” appeared in the State Duma.
A feature of the new project is the creation of each of their branches of Almost Russia on the terms of franchising. It was planned that such an approach to the work of the organization would significantly optimize the process of mail delivery. In this case, postal services will have to be divided into two subspecies:
- courier mail involves the provision of a limited set of services in a certain area. At the same time, small parcels will receive the status of postal clearance. In this case, the registration process is reduced and simplified;
- universal postal service is the transportation of any goods to any address. At the same time, for each group of baggage, their own tariffs apply.
For corporatization Russian Post was excluded from the list of strategic companies. Upon completion of the procedure, the structure will be re-included in the corresponding list. According to the approved plan, as early as 2018, Russian Post should become a completely independent structure from the state.
To achieve the set goals, it is planned to radically change the structure of the company, improve the logistics of the network, speed up the delivery process and raise the quality of service to a new level. In addition, the ambassador of corporatization in the Russian Post can provide banking services. The modernization process is carried out at the expense of the company's personal funds. The total amount will be about 140 billion rubles.
As a result of corporatization of mail, it is planned to increase income up to 300 billion rubles and increase it by 6-7%. If this can be done, then Russian Post will enter the top five largest operators in the world.
As of March-April 2015, the main preparatory stage corporatization. Today, about 95% of all real estate objects are assigned to the enterprise, which was the main task at the stage of corporatization. The total number of objects of "Almost Russia" is about 30 thousand buildings for various purposes and about 6 thousand land plots.
Shareholding of NPFs
Simultaneously with the implementation of the pension reform in Russia, a decision was made to reorganize the NPF, that is, its transformation into a joint-stock company. The essence of the corporatization of NPFs is to simplify the meaning of the pension reform, make its activities more transparent for the Bank of Russia and guarantee the timely fulfillment of obligations to pensioners (in the event of the bankruptcy of an insurance company).
At the same time, since 2013, amendments have appeared in the law of the Russian Federation, according to which two types of funds are allowed to work with pensioners' savings:
Those that are part of the guaranteed savings structure;
- those that have the form of AO.
At the same time, deadlines were clearly set, according to which all transformations should be made.
According to the new concept, all NPFs that are registered from the beginning of 2014 must have the form of a joint-stock company. Those funds that had the structure of non-profit organizations must make the appropriate transformations and receive the status of JSC. The deadline for completing the entire process is January 1, 2016.
After that, the process of corporatization is subject to funds that operate in the field of non-state pension provision. They are subject to similar requirements, but the deadlines are less stringent - until the beginning of 2019. If the company conducts two types of activities, then it is characterized by a shorter period - until 2016. Those "violators" who do not change their structure within the established term are threatened with.
The main conditions for the corporatization of NPFs are as follows:
The newly formed structures will be able to issue only ordinary shares;
- persons who take part in the work of an actuary, depository (maintains a depository account) or valuation companies working for a particular company will not be able to act as shareholders;
- from the moment of registration and for five years, the NPF does not have the right to pay dividends to shareholders;
- NPF shares cannot be paid for by offsetting the financial obligations of the fund;
- it is forbidden to invest the capital of pension savings or reserves in NPF securities;
- newly formed structures are prohibited from making transactions for the issuance of loans and operations with bills of exchange;
- the size equity NPF must be at least 150 million rubles, and from 2020 - at least 200 million rubles;
- the amount of the authorized capital during the registration period - from 120 million rubles, and from January 2020 - from 150 million rubles;
The work of the NPF will be under the strict supervision of the Bank of Russia, which takes over the issue of granting and revoking licenses.
Advantages of NPF corporatization:
Joint stock companies are a more transparent form of activity that can attract more investors. There is confidence that the rights of each investor will be protected by law as much as possible;
- the state regulator can control the activities of NPFs and influence it, which only contributes to the further development and strengthening of the structure;
- liabilities of backgrounds and assets will be determined by uniform standards;
- the work of new NPFs will be similar to the activities of commercial structures. While the former organizations had a non-profit form.
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1 Department of property and land relations of the Voronezh region State Regional Institution "Center for Corporate Development" RECOMMENDATIONS FOR THE JOINT-STOCK OF MUNICIPAL UNITARY ENTERPRISES VORONEZH February 2011
2 Stages of corporatization of municipal unitary enterprises Development and approval of a forecast plan (program) for the privatization of municipal unitary enterprises municipal unitary enterprise. Annex 4 Registration of a joint-stock company with the Federal Tax Service Annex 5 Registration of real estate in the territorial department of the Rosreestr Office for the Voronezh Region and exclusion from the register of municipal property Registration of a share issue in the Regional Branch of the Federal Financial Markets Service in the South-West Region Annex 6 Organization of maintaining the register of shareholders (obtaining an extract from the register of shareholders on the ownership of 100% of the shares of the Municipality) 2
3 NORMATIVE FRAMEWORK AND RECOMMENDATIONS FOR CARRYING OUT THE PROCEDURE FOR CORPORATED PUBLICATION OF MUNICIPAL UNITARY ENTERPRISES (MUP) Name of the procedure 1. Formation of a forecast privatization plan in order to determine the possibility of corporatization of municipal unitary enterprises (hereinafter referred to as “MUP”) Analysis constituent documents Analysis of the composition of the company's property, the presence of land plots, real estate, including objects of civil rights, the circulation of which is not allowed, as well as property that, in the manner prescribed by federal laws, can only be in state, municipal ownership Calculation of the net asset value of MUP according to balance sheet as of the last reporting date, taking into account the cadastral value of land plots (corporation of MUP is possible with a total value of more than 100 thousand rubles) 2. Preparation of MUP for corporatization Conducting MUP property and obligations Normative base and recommendations Federal Law on the Privatization of State and Municipal Property” from the Federal Law (hereinafter referred to as the Law). Decree of the Government of the Russian Federation No. 806 “On approval of the rules for developing a forecast plan (program) for the privatization of federal property and introducing amendments to the rules for preparing and making decisions on the conditions for the privatization of federal property”. An analysis of the goals, objectives and functions of the MUP is being carried out to determine the possibility of corporatization of the enterprise Clause 3 of Article 3 of the Law Clause 2 of Article 11 of the Law. Order of the Ministry of Finance of Russia and the Federal Securities Commission of Russia dated n / 03-6 / pz. "Guidelines for property and financial liabilities", 3
4 2.2. Formulation of results. 2.3. Formation of land plots, registration of passports Compilation of the interim balance sheet of the MUP Conducting an audit of the results and the interim balance sheet of the MUP of Russia and the Ministry of Justice of Russia from r / R-8/149. The results are drawn up according to unified forms approved by the Decree of the State Statistics Committee of Russia dated, taking into account the “Methodological recommendations on the rights to the results of scientific and technical activities”, approved by the joint order of the Ministry of Property of Russia, the Ministry of Industry and Science of Russia and the Ministry of Justice of Russia dated r/R-8/149. A passport for a land plot is issued in accordance with Chapter I.1 of the Land Code of the Russian Federation and clause 3. Article 27 of the Federal Law “On the State Cadastre of Real Estate” from the Federal Law. The interim balance sheet and other reporting documents of MUP are compiled in the amount and according to the forms of annual financial statements approved by Orders of the Ministry of Finance of the Russian Federation dated n, from n, taking into account the changes introduced by orders dated n, from n, from n. Conducted by an audit organization, the choice of which is carried out at a tender in accordance with the Federal Law "On Auditing" from the Federal Law and the Federal Law "On placing orders for the supply of goods, performance of work, provision of services for municipal needs" from the Federal Law. Composition of the MUP 4 complex subject to privatization
5 CBM. complex 2.7. Formation of a list of objects (including exclusive rights) not subject to privatization as part of the CBM complex. is formed on the date of preparation of the interim balance sheet and is drawn up in relation to accounts, sub-accounts and items of the interim balance sheet. The composition of the MUP complex subject to privatization includes all property owned by the enterprise on the right of economic management, as well as land plots subject to privatization. Also included are the rights to designations that individualize the enterprise, its products, works and services (company names, trademarks, service marks), other exclusive rights to the results of scientific and technical activities. In addition, all obligations of CBM are included, including obligations for which the due date has not come, incl. obligations under promissory notes, guarantees, etc. The composition of the privatization MUP complex subject to privatization is drawn up only in the EXCEL format. Based on this list, Appendix 1 is formed to the order on the conditions of privatization and, accordingly, the composition of the property transferred to the joint-stock company. The list is drawn up only if there are objects on the balance sheet of the MUE that are not subject to privatization, that is, those withdrawn from circulation, as well as objects that can only be in state or municipal ownership, including exclusive rights (in accordance with paragraph 3, paragraph 4 of the article 11, paragraph 1 of article 30, paragraph 6 of article 43 of the Law and other regulatory legal acts), as well as other objects not included in the composition of the subject to privatization 5
6 2.8. Calculation of the balance sheet value of the MUP assets subject to privatization List of encumbrances (restrictions) on property included in the MUP complex subject to privatization of the MUP complex. Based on this list, Appendix 2 is formed to the order on the conditions of privatization and, accordingly, the composition of the property transferred to the joint-stock company. In the case of an open joint stock company (hereinafter referred to as OJSC), the book value of the assets of a unitary enterprise subject to privatization (Charter of OJSC) is determined as the sum of the value of the net assets of the enterprise, calculated on the basis of interim balance sheet data, and the value of land plots (according to their cadastral value), for deducting the book value of objects not subject to privatization as part of a unitary enterprise complex (Article 11 of the Law). The authorized capital of an OJSC must be at least 100 thousand rubles. Calculation of the book value of assets is executed only in EXCEL format. Based on this calculation, Appendix 3 is formed to the order on the conditions of privatization and is attached to the transfer act. In the list of encumbrances (restrictions) of property included in the composition of the MUP complex subject to privatization, the proposed form indicates the real estate object in respect of which the restriction (encumbrance) has been introduced, indicating, if necessary in such cases, the duration of such restrictions. Encumbrances and restrictions are established in accordance with paragraph 6 of article 28, articles 29,30, and 31 of the Law. Based on this list, Appendix 4 is formed to the order on the conditions of privatization. 6
7 3. Deciding on the conditions for the privatization of the MUP complex. When converting MUP into an open joint stock company, the order on the terms of privatization indicates the size of the authorized capital, the number of registered ordinary book-entry shares of the company and the nominal value of one share. The quantitative composition is determined and members of the board of directors of the company are appointed, members of the audit commission (auditor) of the company are appointed, before the first general meeting the sole executive body of the company is appointed. The decision on the terms of privatization of MUP approves: 1) Composition of the complex of MUP subject to privatization (Appendix 1). 2) The list of objects (including exclusive rights) not subject to privatization as part of the CBM complex (if these objects are available - Appendix 2). 3) Calculation of the book value of the MUP assets subject to privatization (Appendix 3). 4) List of encumbrances (restrictions) on the property included in the complex subject to privatization (if such property exists, Appendix 4). 5) Charter of an open joint stock company. 6) Deed of transfer of the CBM complex to be privatized (drawn up in accordance with paragraph 1 of Article 11 of the Law, which in form and content corresponds to the composition of the CBM complex to be privatized, with the calculation of the book value of the CBM assets and a list of encumbrances (restrictions) of the property included in the complex MUP (in the presence of such property)). 7
8 APPENDIX 1 Development and approval of a forecast plan (program) for the privatization of municipal unitary enterprises 8
9 PREPARATION AND APPROVAL OF THE FORECAST PLAN FOR PRIVATIZATION OF MUNICIPAL UNITARY ENTERPRISES Executive authorities of municipalities (MO) MO analyzes constituent documents, composition of the complex (availability of land plots, real estate), analysis of financial and accounting statements. It is carried out on the basis of the constituent documents and accounting documents submitted by the MUE, taking into account the recommendations of the State Institution "Center", prepares proposals: - on the inclusion in the forecast plan (program) of the privatization of the MUE with a deadline for making a decision on the conditions of privatization in the reporting year; - about carrying out additional organizational measures in order to prepare MUP for privatization. Municipal Unitary Enterprises (MUP) Submit a copy of the charter, a list of land plots and real estate, balance sheets and profit and loss statements (forms 1.2) for the last two years. nine
10 Calculation of net assets thousand rubles. 1. Assets: 1.1. Intangible assets (110) 1.2. Fixed assets (120) 1.3. Construction in progress (130) 1.4. Long-term financial investments (140) 1.5. Other non-current assets () 1.6. Stocks (210) 1.7. Value added tax on acquired valuables (220) 1.8. Accounts receivable () 1.9. Short-term financial investments (250) Cash(260) Other current assets (270) Total assets (sum of points) 2. Liabilities: 2.1. Borrowed funds () 2.2. Deferred tax liabilities (515) 2.3. Other long-term liabilities (520) 2.4. Accounts payable (620) 2.5. Reserves for future expenses (650) 2.6. Other short-term liabilities (660) Total liabilities (sum of points) 3. Net assets: the sum of assets minus the sum of liabilities 4. Cadastral value of land Plots MUP can be corporatized provided that the total value of net assets and the value of land plots is more than 100 thousand rubles. ten
11 APPENDIX 2 Adoption of a decision (order) on the conduct and timing of preparation for corporatization of municipal unitary enterprises 11
12 Approximate form decision (order) on the preparation for the privatization of a municipal unitary enterprise On the preparation for the privatization of a municipal unitary enterprise privatization of the municipal property of the district of the Voronezh region for years, approved from: 1. To the municipal unitary enterprise () - within the period up to 20 years, in the prescribed manner, conduct an inventory of property, rights to the results of scientific and technical activities and obligations of the enterprise; - up to 20 years to ensure the preparation of interim financial statements (balance sheet) of the enterprise; - within the period up to 20 years to ensure the audit of the balance sheet; - within the period up to 2020, to ensure, in accordance with the established procedure, the execution of technical passports, title documents for real estate objects administered by the enterprise, the issuance of acts on the provision of land plots and (or) the signing of contracts in accordance with which land plots are used, land management works and (or) registration of cadastral passports of land plots; 2. By 2020, submit: a) the results of the property and liabilities of the enterprise, including rights to the results of scientific and technical activities, drawn up in accordance with the established procedure; b) an interim balance sheet drawn up as of the end date; c) duly executed cadastral passports of land plots; 12
13 d) duly executed title documents for real estate objects, documents confirming state registration of rights to real estate held by the enterprise; e) composition of the enterprise complex subject to privatization; f) a list of property (including exclusive rights) not subject to privatization as part of the enterprise complex and proposals for its further use; g) calculation of the book value of the assets of the enterprise subject to privatization; h) other documents necessary for making a decision on the terms of privatization. 3. Eliminate the existing comments on the submitted documents within 15 days from the date of submission of such comments (if any). 4. I entrust control over the execution of this. Head 13
14 APPENDIX 3 Preparation of a municipal unitary enterprise for corporatization 14
15 PREPARATION OF MUNICIPAL UNITARY ENTERPRISES FOR CORPORATION Executive authorities of municipalities (MO) MO prepares orders for the privatization of MUEs included in the forecast plan (program) of privatization, with the timing of preparation and decision-making on the conditions of privatization, taking into account the presence or absence of title documents for land plots and real estate objects. The Ministry of Defense organizes a competition for the selection of an audit organization, develops a task for an audit organization to verify the results and the interim balance sheet of the CBM. MO is developing model charter OJSC Municipal Unitary Enterprises (MUP) MUP, when preparing a decision on the terms of privatization, carries out the following activities: - conducts an inventory of property, incl. and rights to the results of scientific and technical activities; - determines the order of subsidiary unitary enterprises (if any); - draws up an interim balance sheet on the date of the transaction; - conducts an audit of the interim balance sheet of CBM; - draws up cadastral plans for land plots, cadastral passports for real estate objects and, accordingly, title documents for these objects; - conducts (if necessary) control checks of the availability and condition of property; - determines the composition of the unitary enterprise complex subject to privatization; - determines the objects that are not subject to privatization as part of the CBM complex and the procedure for their further use; - draws up a list of existing encumbrances (restrictions) and determines the need to establish additional restrictions during privatization; - determines the book value of the assets of the unitary enterprise subject to privatization. Develops the charter of JSC. fifteen
16 Draft terms of reference Audit of the completeness and presented results and the interim balance sheet of a municipal enterprise located at: city such property and liabilities and their reflection in the interim financial statements. The correctness of the preparation of the interim balance sheet and the formation of the composition of the complex of the Enterprise subject to privatization, as well as the list of objects that are not subject to privatization in its composition. The audit is carried out with the departure of employees of the audit organization to the location of the enterprise. When conducting an audit of the reliability of interim balance sheets and the results of property and liabilities of municipal unitary enterprises, the audit organization must ensure that the results of the following tasks and procedures are carried out and reflected in the audit report: p / p Name of the task 1. Audit of fixed assets p / p Name of the subtask 1. Audit of the results of fixed assets 16 List of procedures - implementation of a complete audit of real estate; inclusion of all real estate objects that are under the economic management of the enterprise in the inventory; the fact that the enterprise has all real estate objects
17 2. Audit and completeness of the reflection of fixed assets in the interim balance sheet 3. Audit and completeness of the reflection of fixed assets as part of the complex of municipal property subject to privatization, included in the inventory lists; compliance with the legislation of the Russian Federation; registration of results in accordance with the legislation of the Russian Federation; - assessment of the completeness and reliability and reliability of the reflection of fixed assets in the interim balance sheet; putting on accounting identified as a result of fixed assets the assignment of objects included in the relevant section to the category of real estate; 17
18 of a unitary enterprise, as well as in the list of objects not subject to privatization as part of the complex 4. Audit of title documents 5. Audit of the legality of establishing encumbrances - checking and completeness of the inclusion of fixed assets in the complex of a unitary enterprise subject to privatization; - verification of the legality of the inclusion of fixed assets in the list of objects not subject to privatization as part of the complex of a unitary enterprise; - verification of the compliance of title documents with the legislation of the Russian Federation; - assessment of the volume of rights of a unitary enterprise to fixed assets in accordance with title documents of the legitimacy of establishing encumbrances; the owner's consent; - auditing the timing of encumbrances 18
19 2. Audit financial resources 6. Audit of the effectiveness of the use of real estate objects 7. Audit of disposal of real estate objects for the last 4 years 1. Audit of the results financial investments 19 - identification of property not used for its intended purpose; - identification of property used not in accordance with the statutory activities of the enterprise; - identification of property unreasonably or illegally transferred to the use of third parties. compliance with the legislation of the Russian Federation; the consent of the owner of the property; the authority of the person (public authority) who gave consent to act on behalf of the owner of the property of the Enterprise. - verification of compliance with the legislation of the Russian Federation; - design check
20 2. Audit of the completeness and reflection of financial investments in the interim balance sheet 3. Audit and completeness of the reflection of financial investments as part of the unitary enterprise complex subject to privatization; as well as in the list of objects not subject to privatization as part of the complex 4. Audit of title-establishing results in accordance with the legislation of the Russian Federation; - assessment of the completeness and reliability and reliability of the reflection of financial investments in the interim balance sheet; registration of the financial investments revealed as a result and completeness of the inclusion of financial investments in the composition of the unitary enterprise complex subject to privatization; legality of inclusion of financial investments in the list of objects not subject to privatization as part of the complex of a unitary enterprise - verification of compliance with the title 20
21 3. Audit of current assets x documents 1. Audit of the results of inventories 2. Audit of the completeness and reflection of inventories in the interim balance sheet 21 x documents to the legislation of the Russian Federation; - assessment of the scope of the rights of a unitary enterprise in accordance with the title documents; - verification of compliance with the legislation of the Russian Federation; registration of results in accordance with the legislation of the Russian Federation; - assessment of the completeness and reliability and reliability of the reflection of inventories in the interim balance sheet; accounting records identified as a result of financial
22 3. Audit and completeness of the reflection of inventories as part of the complex of the municipal unitary enterprise subject to privatization, as well as in the list of objects not subject to privatization as part of the complex 2. Audit of the completeness and reflection of receivables in the interim balance sheet 3. Audit and completeness of the reflection of industrial reserves. and completeness of the inclusion of inventories in the complex of the unitary enterprise subject to privatization; the legality of the inclusion of inventories in the list of objects not subject to privatization as part of the complex of a unitary enterprise and the reliability of the reflection of receivables in the interim balance sheet; registration of accounts receivable identified as a result and 22
23 receivables as part of the complex of the federal state unitary enterprise subject to privatization 4. Audit of documents indicating the presence of receivables of the completeness of the inclusion of receivables in the composition of the complex of the unitary enterprise subject to privatization; the legality of the inclusion of receivables in the list of objects (including exclusive rights) not subject to privatization as part of the complex of a unitary enterprise; - assessment of the scope of the rights and obligations of a unitary enterprise in relation to the identified receivables in accordance with the available documents; - assessment of the execution of primary documents for the supply of goods and the provision of services from 23
24 4. Audit of accounts payable and liabilities 1. Audit of the results of accounts payable and liabilities. 24 in order to confirm the validity of the occurrence of receivables; whether all debtors have obligations to repay debts or enforcement orders, whether amounts are systematically received to pay off debts, what measures are taken against debtors from whom the receipts of money have ceased; - assessment of the reasons for the write-off of receivables, as well as the adequacy of the measures taken by the enterprise to return the written-off receivables - verification of compliance with the legislation of the Russian Federation. registration of results in accordance with the legislation of the Russian
25 2. Audit of the completeness and reflection of accounts payable and liabilities in the interim balance sheet 3. Audit and completeness of reflection of accounts payable and liabilities as part of the complex of the municipal unitary enterprise subject to privatization, as well as in the list of objects not subject to privatization as part of the complex of the enterprise of the Federation; - assessment of the completeness and reliability and reliability of the reflection of accounts payable and liabilities in the interim balance sheet; registration of accounts payable and obligations identified as a result of accounts payable and the completeness of inclusion of accounts payable and obligations in the unitary enterprise complex subject to privatization; the legality of including accounts payable and liabilities in the list of objects not subject to privatization as part of a unitary complex 25
26 4. Audit of documents evidencing the presence of accounts payable and obligations of the enterprise compliance with the documents on the basis of which the accounts payable and obligations arose under the legislation of the Russian Federation; - assessment of the scope of the rights and obligations of a unitary enterprise in relation to the identified accounts payable and obligations in accordance with the available documents; - assessment of the execution of primary documents for the acquisition of inventory items and the provision of services in order to confirm the validity of the occurrence of accounts payable; target use of borrowings (credits) of the enterprise; availability of approval by the owner of the property of the enterprise of transactions on 26
27 5. Audit of the results of the inventory and reserves of future expenses and deferred income 6. Audit of capital and reserves 1. Audit of the results of reserves of future expenses and deferred income 1. Audit of the results of capital and reserves 27 attracting borrowed funds; the authority of the body that gave consent to the relevant transactions; - assessment of the reasons for non-write-off of accounts payable; - assessment of security issued by the enterprise for the last 4 years (guarantee, pledge, etc.); - verification of compliance with the legislation of the Russian Federation; registration of results in accordance with the legislation of the Russian Federation; - assessment of the completeness and reliability of compliance with the legislation of the Russian Federation;
28 2. Audit of the completeness and reflection of capital and reserves in the interim balance sheet 3. Audit and completeness of the reflection of capital and reserves as part of the complex of the municipal unitary enterprise subject to privatization, as well as in the list of objects not subject to privatization as part of the complex for reporting results in accordance with the legislation of the Russian Federation Federations; - assessment of the completeness and reliability and reliability of the reflection of capital and reserves in the interim balance sheet; registration of the capital and reserves identified as a result and the completeness of the inclusion of capital and reserves in the composition of the unitary enterprise complex subject to privatization; the legality of including capital and reserves in the list of objects not subject to privatization as part of 28
29 7. Verification of the eligibility of the head to perform the functions of the head of the enterprise 1. Checking the eligibility of the head to perform the functions of the head of the enterprise of the unitary enterprise complex of the eligibility of the head to perform the functions of the head of the enterprise (basis for appointment to the position, duration of the contract, certification in the prescribed manner) 29
30 APPENDIX 4 Deciding on the conditions for the privatization of a municipal unitary enterprise 30
31 DECISION-MAKING ON THE CONDITIONS OF PRIVATIZATION OF MUNICIPAL UNITARY ENTERPRISES Executive authorities of municipalities (MO) On the basis of the documents submitted by the MUP, the MO prepares an order on the conditions for the privatization of the MUP complex, which approves: 1- the composition of the MUP complex to be privatized; 2 - a list of objects (including exclusive rights) not subject to privatization as part of the CBM complex; 3 calculation of the book value of the MUP assets subject to privatization. 4- list of encumbrances (restrictions) of property included in the composition of the CBM complex subject to privatization; 5- Charter of an open joint stock company. 6- Deed of transfer of the CBM complex subject to privatization. 7- Deed of transfer of objects (including exclusive rights) not subject to privatization as part of the MUP complex. Municipal Unitary Enterprises (MUP) MUP submits to the MO, signed by the head and chief accountant (stamped), the following documents: - acts (results); - draft composition of the CBM complex to be privatized; - a draft list of objects (including exclusive rights) not subject to privatization as part of the CBM complex; - calculation of the book value of the assets subject to privatization. Copies (copy) of cadastral passports of land plots with copies of title documents attached. Copies (copy) of title documents for real estate 31
32 MO on the basis of the order on draws up a transfer deed, which in form and content corresponds to the composition of the CBM complex to be privatized with appendices: calculation of the book value of assets to be privatized CBM, list of encumbrances (restrictions) of property included in the composition of the complex. The Ministry of Defense submits to OJSC the decision on the conditions for the privatization of the MUP complex with all the documents approved by this order and the deed of transfer of the MUP complex with annexes. The deed of transfer is signed by the director of the MUP and the general director of the company. 32
33 An approximate form of a decision (order) on the conditions for the privatization of a municipal unitary enterprise On the conditions for the privatization of a municipal unitary enterprise MUP) by transforming it into an open joint stock company "" with an authorized capital of rubles, consisting of registered ordinary non-documentary shares with a nominal value of rubles each. 2. The director of the municipal unitary enterprise, in accordance with the established procedure, within three working days after the decision on the conditions of privatization is made, notify the body that carries out state registration of legal entities about the start of the reorganization procedure. 3. Approve the composition of the complex of the municipal unitary enterprise "" subject to privatization in accordance with the appendix Approve the list of objects (including exclusive rights) not subject to privatization as part of the complex of the municipal unitary enterprise "" in accordance with the appendix Approve the calculation of the book value of the assets of the municipal unitary enterprise subject to privatization "" in accordance with the appendix Approve the list of encumbrances (restrictions) of property included in the complex of the municipal unitary enterprise subject to privatization "" in accordance with the appendix Approve the Charter of the open joint stock company in accordance with appendix 5.
34 8. Approve the deed of transfer of the complex of the municipal unitary enterprise subject to privatization. 9. Approve the deed of transfer of objects (including exclusive rights) not subject to privatization as part of the complex of the municipal unitary enterprise. 10. Determine the composition of the board of directors of an open joint stock company in the number of people. Determine the composition of the audit commission of an open joint stock company in the number of people. 11. Prior to the first general meeting of an open joint stock company, appoint: the general director of the company; members of the board of directors: Chairman; ; ; ; ; ; ; members of the audit commission (auditor): ; ;. 12. to CEO of an open joint stock company in accordance with the established procedure: a) to carry out legal actions for the state registration of an open joint stock company; b) within 10 days from the date of registration of an open joint stock company, submit to: a copy of the Charter with a mark of the registering authority, a copy of the document confirming the fact of making an entry in the state register, a copy of the deed of transfer. c) within a month from the date of state registration of an open joint stock company, submit the documents necessary for making appropriate changes to the register of municipal property; 34
35 d) within 3 months from the date of state registration of an open joint-stock company, carry out legal actions for state registration: transfer to an open joint-stock company of the right of ownership of property objects transferred in accordance with the deed of transfer of the complex of the municipal unitary enterprise subject to privatization; encumbrances (restrictions) on property included in the complex of the municipal unitary enterprise "" subject to privatization in accordance with the transfer act. e) transfer property not included in the composition of the complex of the municipal unitary enterprise subject to privatization (the first section of Appendix 2) to the ownership municipality(to operational management, etc.). 13. The management bodies of the open joint stock company within 30 days from the date of state registration of the open joint stock company in accordance with the established procedure: approve the report on the placement of all shares of an open joint stock company to the sole founder - in person, send the relevant materials to the authorized state registering body; b) organize the maintenance of the register of shareholders of the company, indicating in the person of the sole owner of all shares of the first issue and send it to an extract from the register of shareholders of an open joint stock company. 14. Control over the execution of this order. Head 35
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