Purchase of finished business. Risks.

Than risk owners, who buy finished legal persons.
Only one of 15 finished firms, sold to one of the capital juridical companies, was designed in complete agreement with the legislation, acknowledged in the conversation with the "lists" its director - of course on the conditions of a strict anonymity. The purchase of finished legal person economizes time and money. However, this savings is fraught with serious risks.

Hundreds of konsaltingovykh and juridical companies propose to owners to purchase finished firm for $300-400. By this firm usually is understood legal person, created with forces, also, due to the means of the salesman, who ensures existence of legal person to the moment of its sale to client, explains to Mikhail logvinenko, the director of juridical company "corporate consultant". Actually client acquires the collection of documents necessary for the work with new legal person. However, behind the attractive price lie the numerous risks, which can stop business.

Invisible director

One of the extended methods of the acquisition of legal person - change of management, tells Logvinenko. According to the laws RF with the creation of legal person in it must be at least one founder even one director. These functions it can carry out one person, but it must physically exist and sign documents. However, today almost each second finished company is recorded with the "third persons", but often generally to the lost documents, asserts Vinokurs's Vikentiy, the Director-General of konsaltingovoy company "capital prof.".

Particular owner from Orel, that not named his name, described, as he recently acquired in Moscow juridical company finished firm for $380. However, statement in the tax organ about the designation new director had to give old leader. "when I was turned to the salesmen of finished company, those they divorced by hands and they stated that they do not possess information about the location of face, appointed as director general", complains the collocutor of "lists". For owner it was necessary to become generous in order to register new company - already to its name.

Even they ate at first everything it passed smoothly, the purchased "finished" company can stop the economic activity of its owner at the most inappropriate moment. Vinokurs's Vikentiy, the general director of konsaltingovoy company "capital of prof.", tells about the case known to it, when Belorussian company, which carries out the deliveries of food products into Moscow, turned herself for help to the specialized juridical company and it urgently acquired finished firm. "subsequently it turned out that the company was registered to the former colleague of that juridical company", he says Vinokurs. Colleague lived in Moscow with his parents, and, when letters from the tax inspection with the requirement to extinguish the tax debts of many companies, registered to his name, began to come to the domestic post address, the parents of colleague complained themselves in the tax inspection. The carried out investigation showed that to the passport of the messenger of the former jurist were registered about 60 companies, it tells Vinokurs. Nalogoviki blocked the calculations of all these companies, and then they all they were liquidated. It was possible to prove the nonparticipation of messenger in the registration of finished firms in the law court, and here in Belorussian suppliers were torn away several large transactions.

To be convinced of existence of face, to which is registered the company, is sufficiently complicated. For the reliable verification in buyer must be the access to the united base MVD, it tells Vinokurs. And if company is registered to the lost passport, in it here block the calculations, when that lost writes into the tax organ statement about the loss of passport. Some companies counterfeit to signature on the documents, necessary for registering legal person, says Logvinenko. "since such signatures will certify not one notary, sometimes they counterfeit and his signature", adds expert. Created thus company most likely sooner or later will be liquidated, since all similar documents are recognized as negligible.

The address, which is not

Despite the fact that in the civil code RF there is no concept of "juridical address" and instead of it it is used the location of legal person, which must be indicated in its constitutive documents. Nevertheless, many finished firms are recorded precisely with the juridical address. The collocutor of "lists", that wished to remain unknown, says that with sale of finished companies he simply buys juridical addresses in his partners. The documents, which confirm the presence of juridical address, are, as a rule, either the agreement of lease or the agreement about the joint activity, speaks Mikhail logvinenko. "neither in the bookkeeping calculation nor in the public bodies such agreements are fixed, indeed there are no real relations according to the given agreements", explains expert. But according to Vinokurova, is widespread the practice, when in the territory, for example, of storage are recorded hundreds of companies, about which the owner accomodation even does not know. In this case all demands from the tax organs will be sent precisely with the juridical address, he speaks Vinokurs. Therefore if tax organs consider the information about the juridical address uncertain, they liquidate company. Vinokurs it advises to prescribe the reliable address of executing agency in the constitutive documents (general director). Otherwise during the supplying to account the inspector can verify address and as the minimum put penalty.

Company from zero

Most frequently finished firms are bought for conducting the small quantity of transactions. In this case in the majority of the cases the buyer does not plan to soblyudat' legislation, using firms -odnodnevki for conducting the gray diagrams, are counted Vinokurs. Nevertheless Aleksey kurganov, leader of the department of finished business A "knyazev and partners", says that this company can be bought, if it is necessary to urgently conclude the agreement of lease, for example, or to cash in means. "in the course of negotiations on the transaction it is possible to introduce changes in the composition of founders, redrafting company to itself, but in it already there is press and current business account", says expert. He adds, that the registration of company to its name occupies the order of two weeks.

But if finished company lay "on the regiment" in its creator of more than one-two months, there is no guarantee whatever, that through this company not were carry ouied the payments, agreements were concluded or, for example, drafts were given out, speaks Logvinenko. "bookkeeping in such companies, as a rule, is not conducted and transactions in it are not reflected, asserts Logvinenko. - nevertheless neotrazheniye in bookkeeping does not indicate insignificance or inefficacity of transaction; therefore at the specific moment for new owner either it is necessary to answer on the obligations before the contractors, or to bear the flow rates, connected with the judicial trials ". If the acquired company has an actual director general, then has sense to obtain from it receipt about the absence of debts, advises barrows.

Finally, the buyer of finished firm can encounter the problems, connected with regulation capital of company. Regulation capital can be not paid generally, it can be paid by the available money, which are given out under the report and are spent, or it is formed by the property, which, in addition physically there does not exist, says Logvinenko. With the specific circumstances this can be base for the liquidation of company, and in the majority of the cases additional difficulties for conducting its bookkeeping calculation simply are created.

One additional type of finished companies - firms, which exist not two or three months, but it is more year. They usually buy them for conducting the external economic activity. In order to become participant VED, company must be present on the market not less than the year and not to be unprofitable. With the purchase of this company of Vinokurs it advises to obtain I flay extraction from the list to the object of the correspondence of director to those information, which figure in united gosreyestre of legal persons (YEGRYUL), to verify the presence of all returned balances or post sendings with the inventory, to especially focus attention on the delivery of statistics. In addition to this, more than desirable to obtain the conclusions of auditors, who confirm the absence of large it is debt before the budgets or not quench credits, if it is known with the purchase of finished firm that it conducted financial-economic activity.

Well, and for for conducting the long-term economic activity experts advise to record company from zero to their name. "if we are not turned into the important, well-known juridical company, the cost of registration taking into account of all duties and payments will comprise order $600-800”, says Aleksey kurganov.