Managing organization of the enterprise. Managing company in housing and communal services - what is it? Concept and definition

During the structuring of the business and building a group of companies, the issue of maintaining the manageability of the whole group is always facing the condition that, as a rule, business management personnel is unable to divide it between companies.

As a result, it always leads to the need to search for this option of management, when the owner has the ability to control and influence the decision-making both on the entire business in general and for any of its segments, despite the economic independence of each subject of the group.

In this case, when designing a business model, a management company can be played as a link between its individual elements.

The management company is any organizational and legal form (in our experience as a Criminal Code, not only LLC or JSC, but also cooperatives, partnerships, partnerships, and even non-commercial organizations), accumulating a complex of strategic, tactical, totalarketing (including brand management ), organizational, motivational and control functions, as well as functions of scientific and technical development and financial management for all other subjects of the group of companies.

The formation of such a functional management company is due to the following reasons for economic and managerial nature:

1. Availability of need for all subjects of a group of companies in common to all auxiliary functions:

accounting, legal, marketing and other services, the provision of which employees of a specialized organization are organizational and more profitable than creating similar full-time services in each individual company.

Most often, managed legal entities have neither his lawyer, no accountant, nor the system administrator - all this is engaged in the management company. Objectively, not every business is capable of pulling such a state in each individual group organization. But even with this version of the organizational structure, there must be a central link that managing staff on the ground.

Therefore, there are cases of creating functionally similar services and in the Criminal Code, and in a managed society (for example, in the branching of the structure, when individual societies are significantly removed from each other and from the Code itself), however, and in this case, the Criminal Code is dealt with strategic tasks, then As employees of the managed company carry out the current work that does not require high qualifications and knowledge of the strategic business development plan in general.

2. The ability to promptly implement and develop, as well as to correct the previously developed strategy of the Group of Companies in general.

Undoubtedly, business owners need to have all the full information regarding its functioning, financial performance, the degree of efficiency of previously accepted management decisions.

In this sense, the value of direct receipt of information about all significant events directly to the "headquarters" is invaluable both for owners and for top management.

3. Translation of management from the plane "He is the most important here, everyone knows it" in the legal field, formalization of the relationship of the governing and subordinate companies to civil laws and ensuring that the necessary degree of control of the activities of the managed societies.

In his practice, we have repeatedly met with situations when, as the business grows with a small number of owners, new companies are registered, whose leaders are only formally as such; In fact, management focuses in the hands of real beneficiaries.

But the moment comes when the number of personnel and the number of individual organizations within one business reaches critical, the owners will not recognize and do not obey their oral orders (and they are not entitled to publish written). Worse, the nominal director can "do business", because legally has the right to make decisions, which will lead to unfavorable consequences (first of all the financial sense).

We must not forget about the cost of paying for the labor of the nominal leader, which you somehow suffer, as well as the need to pay social taxes.

Avoid such negative moments just helps management through the Criminal Code.

4. The possibility of legal reduction in tax burden by applying the Criminal Code of the Taxation System.

The contractual regulation of the relationship of the Criminal Code with managed societies may be indirectly by two types of contracts:

contract for the provision of management services;

treaty for the functions of the sole executive body.

The choice of one or another contractual tool depends on a number of factors and the specifics of the structure of the group of companies. Consider the features of the use of each of the contracts separately:

Contract for the provision of management services.

At the conclusion of this contract, all or some strategic, as well as auxiliary function with respect to the operating room of the function: legal, accounting and recruitment, security, etc., the need for which all subjects of the holding are experiencing, but the creation of similar units in Each of them is unprofitable and inexpedient.

The task of the Criminal Code in this case is to identify the main vectors of the activity (develop a marketing strategy, carry out scientific and technical development, issue a program of the Group of Companies for the Year, etc.), which should be followed by all managed societies.

It should be noted that the managed company has its own sole executive body (director, IP-manager or other management company, but in the role of the sole executive body (EEO)), which provides operational management of the company, accepts all current solutions and is responsible for financial result. It is he who is in the incorporation as a subject that has the right without a power of attorney to act on behalf of the company.

With this interaction of the EEO and the management company, the first is limited only by the strategic framework specified by the Criminal Code, and is completely independent in the process of managing the current activities of his company. Moreover, these frameworks (in the form of forms and periods of reporting, as well as the mechanism of responsibility) can and should be laid as in the contract with the Criminal Code (this condition in which the Criminal Code is taken for the implementation of management) and in the contract with the EEO itself.

However, our experience shows that the owners (especially when transforming a single company in the holding) in every way avoid delegation of authority to hired managers, fearing that they will come out of control.

In this case, the mind comes into conflict with feelings: on the one hand, the owner understands the objective need to "give" the Brazda of the Board (non-core specifically for him the type of activity, employment in another project, the inability to cover all areas of its business), and on the other hand - psychologically It cannot accept the fact that his brainchild will manage someone else.

In this regard, the issue of trusting the hired manager from the owner becomes particular relevance.

At the same time, it is impossible not to note much higher, compared with the transfer agreement of the sole executive body, the degree of personal interest of the director in the results of the activities of the managed company, which is automatically reflected at the level of its personal (and not imposed outside) responsibility.

It is precisely because of this tool that the controlled increase in the degree of independence and achieves a synergistic effect of business structuring - tax optimization can be strengthened with an increase in management efficiency.

In addition, in the case of any adverse effects of the activities of the managed company (the easiest example is the tax claims), it is unlikely that someone will be able to definitely assert (and prove) that such consequences have come as a result of the execution by the director of the managed company of direct orders of the Criminal Code.

In other words, the Criminal Code will protect himself from negative consequences, and will also get the opportunity to maintain a business reputation and accumulated image, referring to the "amateurness" of the hired director.

Contract for the functions of the sole executive body

Recall that the possibility of transferring authority to managing the management company is provided by a number of federal laws:

For example:

p. 1, art. 42 FZ about OOO: The Company has the right to convey under the contract to implement the powers of its sole executive body. p. 1 Art. 69 FZ on JSC: By decision of the General Meeting of Shareholders, the authority of the sole executive body of the Company can be transferred under a commercial organization agreement (managing organization) or an individual entrepreneur (manager).

In this case, an agreement is concluded on the transfer of functions of the sole executive body. It is the Criminal Code (represented by its director), it receives powers without a power of attorney to act on behalf of the managed society: to represent the interests of the managed company in all organizations and institutions, as well as join any economic relations. Key business managers, its owners in this case are employees and / or participants in the Criminal Code and already at its level and on behalf of the Criminal Code perform all management functions.

Of course, the Director of the Criminal Code cannot effectively manage the authority itself, and even by all manageable societies, so on the basis of a power of attorney delegates its powers to a special employee who will be the actual head of the managed company.

At the same time, such an actual leader consists in the state of the Criminal Project (!) And receives wages in it.

The degree of control of owners, reporting and responsibility, as well as the degree of independence of the actual leader in making decisions in this case is determined by the provisions of the employment contract with the Criminal Code.

The negative consequence of the appointment of such a manager can be a low degree of its responsibility and the lack of a deep personality interest in the results of the activities of the managed company.

As you can see, it is undoubtedly inclusion in the business management company model - helps to solve many difficulties in the presence of an extensive legal structure of the business.

At the same time, given the realities and trends of tax administration, you can not bypass the question about how the management company looks from this side.

After all, the existence of the Criminal Code provides grounds for talking about the affiliation of the subjects managed by it (even if the owners of the companies do not coincide). Of course, when it comes to, for example, purely accounting and legal services (not about the status of the Criminal Procedure as EU) and such services are provided not only by the associated contractual relations to organizations, but also to foreign entities, recognize affiliation on this basis will be difficult. With an embodiment of the EIO role - the presence of a single control subject for several legal entities, which are all the more connected with other treaties among themselves (which usually happens if the business is built within the group of companies) will associate all organizations into a single structure.

This is not critical if all subjects apply the OSN and there is no possibility for the tax savings described above by applying the same UK GNN. However, such affiliation will attract attention, if it comes to the interaction of subjects on different specialists, which goes by itself leads to minimizing taxation from business incomes.

Considering that such structures tax authorities pay more close attention, trying to substantiate the artificiality of their separation into several subjects or the unreasonableness of the costs of attracting the Criminal Code itself, in terms of the separation of the management company, the following rules must be followed:

1) Types of services provided must be specified. The more detailed the object of the activities of the Criminal Code, the more difficult it is to prove the artificiality of its allocation in the Group of Companies (see, for example, the decision of the seventeenth arbitration court of October 30, 2012 No. 17AAP-11284/12: the taxpayer managed to win a dispute through the maximum detail of the evidence of the contract . In the report on the execution of the EIO authority, the volume of work performed on the implementation of the management of the current activities is specified with the decoding of the work performed by the staff of specific departments (services) and even indicates the amount of hours spent on each service).

Given that many companies are currently using various software packages that allow you to track the time of performing certain tasks by employees, the solution to the problem of collecting such information can be automated.

At the same time, the Criminal Code in the role of the sole executive body carries out the current management of the company, the full detailed description of which is impossible in the contract. Both corporate legislation, and, as a rule, the charters of companies usually leave for EIA residual competence: "And other, not related to the powers of other bodies of the Company." Therefore, if the contract for managing the Criminal Code does not contain a specific list of authority of the Criminal Code, it is impossible to talk about the absence of detailing the functions of the Criminal Code, and, consequently, the artificial allocation is impossible. This conclusion is supported and judicial practice:

Due to the very nature of the current management activities, it is impossible to determine the competence and range of responsibilities of the EIO (management company) not only at the level of the law, but also at the level of the Company's charter, the contract for the transfer of authority, local regulations, since it is impossible to provide all questions, daily Arising in the activities of the managed organization and which are not attributed to the exclusive competence of the General Assembly and the Board of Directors.

Resolution of the Federal Arbitration Court of the West Siberian District of May 12, 2014 No. F04-2761 / 14 in case No. A81-2271 / 2013

2) Carefully refers to the description of the procedure for calculating the remuneration of the Criminal Code for its services.
So, if you bind the remuneration to achieve any indicators (revenue growth, profits, quantities of customers, etc.) - it is necessary to confirm every time their achievement or accreditation, execute all the necessary documentation. Otherwise, the tax authority will challenge the payment towards the Criminal Code (Resolution of the Arbitration Court of the North Caucasus District of July 11, 2016 N F08-3871 / 16 in case No. A01-1790 / 2015, Resolution of the Fifteenth Arbitration Court of Appeal dated February 16, 2016 № 15AAP-22105/15).

As a rule, the courts, getting on the side of the tax authority, say that he could not confirm what particular work performed the Criminal Code and how the cost of each type of services was determined. Therefore, a description of the procedure for the formation of the cost of services rendered in the contract itself and the detailing of the final value for each period of operation of the Criminal Code is a prerequisite for working with the management company.

Of course, the remuneration should include all the current expenditures of the Criminal Code to maintain its activities: rent office, fot employees, etc. From this amount there is a basic amount of remuneration. If a part of the business profit is not accumulated on the Criminal Code, the remuneration may provide a solid fixed amount covering the expenses of the management company with a possible low increase, for example, no more than 1 time per year (in case of increasing fot or other expenses);

The above calculation of remuneration can be complicated if, for example, fot employees depends on the indicators of their activities and from month to the month changes. To do this, companies produced their employee's remuneration systems to calculate each employee, which can also be based on the calculation of the UK remuneration. In this case, it will be necessary to detail each indicator to confirm the validity of the expense on the Criminal Code in the declared amount.

Along with the coating of the basic expenses of the Criminal Code, the remuneration may also provide for a variable part depending on the financial result of the Criminal Code: for example, as a percentage of revenue or profit of a managed company. This can be both a monthly increase to the basic remuneration and the "annual bonus" of the Criminal Code for the financial year. In any case, the remuneration in this form should be substantiated by the obligatory increase in revenue / profit of a managed company and confirm that such growth is associated with the activities of the Criminal Code and its employees. At the same time, of course, this part of the remuneration should not lead to the fact that the entire profit of the operating company flows into the Criminal Code, applying a smaller income tax rate.

3) The proof of the effectiveness and reality of the activities of the Criminal Procedure will be indicators of revenue growth, profits, assets of a managed company, which, in turn, for example, led to the growth of taxes paid to it (this indicator will be particularly valuable).

4) Evidence of the independence of the Criminal Code as a business entity will be the execution of management functions for several companies, preferably not interconnected (for one, for example, in the role of EEO, for another provision of only accounting services, etc.).

5) High professional staff of the staff of the management company (in comparison with the managed), increased requirements for their level of education, experience work, etc. Also confirm the professional competence and independence of the Criminal Code (see, for example, the Resolution of the Arbitration Court of the North Caucasus District dated January 26, 2015 No. F08-9808 / 14 in case NA32-25133 / 2013).

Considering the described nuances, it is necessary to carefully approach the legal fixation of the real activities of the management company and the procedure for its interaction with its customer services. In addition to the constant, systematic collection of confirming this activity and its usefulness for managed evidence companies, problems with the tax authority should not arise.

The management company is an organization that is hired into confidential management by any property. The property is most often the house, cash and even major enterprises. Such a control system is different from direct control, when all solutions receive the owner and is responsible for them. The management company is often not responsible or carries, but in a limited amount. Therefore, before applying to such an organization, the features of such a management method should be studied.

What represents

The management company is a specialized institution that performs management functions in various areas of economic activity. In Russia, often under this concept imply companies involved in the management of housing and communal services. In economic theory, this term has a wider concept. In business, management companies managers who are not related to the provision of housing and utilities services - and this is a very common phenomenon.

One of the features of such companies is that they can be created in one of the enterprise form existing in Russian legislation. The choice of one form or another depends on the size and sphere where the company will work. So, in the field of housing and communal services are often created in the form of management companies or in the form of owners' partnership. In the first version (LLC), the Office implements a specialized organization, in the second - the owners themselves.

Types of management companies

Whatever PJSC is, a partnership or LLC, managers are classified on the field of activity, the form of an enterprise, the size and composition of the participants. So, distinguish the following types of management companies operating in Russia:

• companies of housing and economic maintenance of the building;
• mutual investment funds, trust management of investor assets;
• manageing company providing management services for firms and enterprises.

Housing and communal services received the greatest distribution. This is understandable, because enterprises in the country are significantly less than residential apartment buildings. Other types of management companies are firms offering relevant businessmen and investor services. Their main task is to manage their customers' assets.

Management companies of housing and communal services

They are maintained by the maintenance and repair of residential apartment buildings. Perform such important works as:

• improvement of adjacent territories;
• collection of payments from residents at home and payment of utilities;
• hiring workers to perform construction and repair work;
• inform about changes in tariffs;
• cleaning and repairing entrances.

District Management companies serve as an intermediary between enterprises providing utilities and residents of the served house or houses located in a certain area.

State regulation of housing and utilities management companies

In accordance with the Housing Code of the Russian Federation, the management company must be not only self-sufficient, but also to profit. That is, it exists only to the means obtained from the tenants, as well as from other types of entrepreneurial activities not prohibited by law. For example, the delivery of some premises for rent or providing space to accommodate advertising.

The money received goes to the improvement of the house. But even the means of residents and income from renting a place or for advertising may not be enough for its service. Most of the residential fund of the Russian Federation is in a sad position. Many houses no longer make sense to repair, but there are no place to cross the tenants. But people continue to live in such houses and pay for services. The management company is not always to blame. It may arise and because no one has managed before this house, or managed inefficiently, or the money received was just stolen.

Responsibilities of the management companies utilities

The obligations and rights of the management companies are to carry out measures for servicing the building through payments of those living in this building. It includes:

• Regular inspection and repair of the building: roofs, elevators, entrances. To this end, relevant specialists should work in the company or compiled a contract with other companies that provide services for such specialists.
• Cleaning roofs, premises and adjacent to the territory building.
• Ensuring fire safety buildings. That is, this includes payment of services for inspection departments, installation and maintenance of fire safety, buying fire extinguishers.
• Ensuring access to communal services of all residents of the building serviced.
• Informing about the size of tariffs and payment timing, collecting funds for utility bills.
• Report on the work done in front of its customers: Where, for what purposes and in what volume, funds were spent or is planned to be spent.
• Preparation and holding of the assembly of residents.
• Search for sources of additional income. For example, renting premises, places for advertising;
• Accrual depreciation on the building.

Management companies of Moscow, St. Petersburg or any other city can also conduct construction work. For example, the construction of a attic or one more floor. But such events they have the right to hold only with the full consent of all owners and only after issuing permission to make changes to the building of the building from the relevant state department.

Forms of enterprises management companies

Regardless of which field of activity, management companies operate can be organized in the form of PAO, LLC or partnership. In the form of PJSC and LLC, companies that are engaged in investment activities or provide management services to private entrepreneurs, firms, enterprises. Also in the form of Ltd. manages the management company of utilities services. In the first case, the tenants hire a third-party company, in the second (partnership) - they themselves are engaged in administrative activities.

Disadvantages of management management companies in housing and communal services

The management company is responsible only to its customers, before which it should report annually at the general meeting of residents. Theoretically, this should happen throughout the territory of the Russian Federation, in practice, the situation is somewhat different. In reality, it is very difficult to collect all the tenants in one day. In addition, many leaders of such enterprises are in no hurry to report to tenants, since it is unprofitable.

Most of the housing stock in Russia is in a wind state, so in large cities, getting large sums, managers of companies do not invest, obtained funds in the building, and prefer to spend their own needs. For example, the management companies of Moscow and other major cities often behave in this way. The problem with the management companies in the housing and communal services has existed since the law on management companies has been adopted, and problems with fraud in this area are not solved.

How to change the control company housing and communal services

If the management company does not fulfill its obligations, does not respond to customer requirements, then they have the right to terminate the contract with it and conclude a new one, but already with another company or organize a home owner partnership.

Theoretically, in order to terminate the contract, it is enough to provide an application to the management company or a court with signatures of all or almost all owners and a package of documents. Within two weeks, the contract must be terminated.

In practice, the situation is quite different. In the field of housing and communal services, considerable money is treated and therefore there are too many unfair managers, which use loopholes in the laws, at the expense of high tariffs and almost the absence of costs for maintenance and repair of the house, are obtained. At the same time, they do not seek to leave a profitable occupation. Sometimes it happens that the head of the LLC manages the management company even if there is a judicial resolution on the revocation of permission to entrepreneurial activities and continues to work.

Investment managers companies

Investment management companies are organizations that are engaged in trustworthy investor capital management. The essence of such a management is reduced to the fact that investors are buying either a share in the investment portfolio already created by experts, or give an indication of a specially expensive professional-professional trader so that it acquires the relevant securities.

The use of the investment management company has its pros and cons. The pros will be attributed to the fact that all trade operations, market analysis and transactions will make a person who has a lot of experience and a fairly high level of competence in this area of \u200b\u200bactivity. This reduces the risk and save time. The lack of such companies is that they take a high percentage of the Commission. In addition, no one gives 100% guarantees in the fact that the invested funds will remain safe and maintained or income will be obtained from them.

Responsibilities of investment management companies

In the duties of the head of the Ltd. manage the management company. It should publish annual and quarterly reports on their work, as well as any information regarding customer accounts. The main duty is to try to preserve and multiply customer capital, ensure a stable growth of their assets.

How to choose an investment code

When choosing, you should pay attention to the experience of the company, reviews about it, financial indicators. Especially the attention should be paid to the presence / absence of the audit conclusion and its content attached to the financial statements. Typically, capital management services are offered large banks and investment funds. The main condition, when choosing a management company, is that its life on the market was at least 10 years.

Management companies for enterprises and firms

There are two types of such management companies. Either a separate company is hired or there is an enterprise department that performs this feature.

In the first case, the owner hires an external company, in the second - the leadership is in one of the departments of the enterprise in the form of PJSC or LLC, from where it is managing. The management company is essentially the center from which the entire network of enterprises is managed. For example, Coca-Cola has enterprises for the production of sweet soda around the world, but at the same time management is carried out from the main office located in the United States. It is here that decisions are made that when and how to produce. Plans to expand production are created. All accounting information from all enterprises also flocks here for analyzing and generating management decisions.

The control of the second type is resorted in rare cases, and such a measure is considered forced. The services of such companies are resorted in cases where the company is in the crisis or when the owner is forced to dismiss the manager (or he quit himself), but at the same time it is not possible to replace it. Enterprises need external management and this quality management should be higher than the internal.

Advantages and disadvantages of managers

External enterprise management or management from one remote center has its advantages and disadvantages. On the one hand, highly qualified specialists operate in such managers, on the other hand, these specialists cannot always determine what needs to solve the problem. They are not at the enterprise, they do not work on it quite a long time, and on the basis of one financial statements, it is not so easy to determine the cause of the crisis situation and find a way out.

One of the most significant disadvantages of management companies operating at the enterprise is that decisions are taken late. Such management can be effectively only in two cases: when the company only opens or is already at the bankruptcy stage.

In the first case, the management company creates a management system on which the enterprise will work. In this case, the management company is a sample of how the enterprise should be management in the future. In the second, the work of the management company is reduced only to the search for funds for coverage of current debts and only then on the development of the enterprise. At the same time, they should work together with the owner to save the enterprise.

With the exception of these two cases, the services of the management companies will only lead to undesirable expenses, reduced quality and rates of decisions.

Management companies perform an important role in the process of managing enterprises involved not only in the field of housing and communal services, but also in other areas of entrepreneurial activity. Despite the disadvantages, in some cases, the hiring of the management company is the only way to correct the situation.

Maintenance of apartment buildings is very relevant and even problematic theme of recent times.

This is also connected with the wear of buildings built in the Soviet years, and with the uncleanness of some Housing and communal services.

The new structure - the management company (Code) raises a lot of questions from the owners of the housing.

Let's try to figure them out.

Definition of concepts

The Housing Code introduced the concept of "Managing Organization", that is, a non-commercial structure that performs the home management functions that can be realized in different form: through, cooperative and others.

At the heart of its management company assumed tasks of the FAK.: Implementation of economic and operational activities, interconnected with the sanitary service of apartment buildings.

what includes:

• maintenance and maintenance of buildings;
• repair, including various houses at home;
• intermediary services for the supply of resources and others.

Legislative grounds for the activities of the Management Company are: Housing and urban planning codes of the Russian Federation, a number of government decisions and local governments, the company's charter.

Distinctive features

The management company has differences from other organizations providing residential fund.

Unlike from Hweave It has greater economic independence and more free working conditions. At the same time, it can act as a structural division of the management company that implements specific tasks.

From Tszh The Criminal Code is distinguished by the large volume of the fund and structure. HOA, as a rule, is organized to a specific house and operates on the basics of democratic governance, in which each partnership participant has the right to vote.

Range of duties

All duties The serving organization is registered in the contract concluded with the owners of housing, they include:

If the duties of the Criminal Occasion It may be subject to an administrative fine in a volume of 40 to 50 thousand rubles. In case of violation of sanitary requirements, the fine may increase to 200 thousand rubles. Also as a measure of punishment, the administrative suspension of the organization's activities under 3 months can be applied.

Rights

Management companies in controversial situations can defend their rightsConsidering:

Free work

The services of the management company are paid from tools that are assembled from tenants.

However, there are a number of works that not included in the receipt:

Methods of earnings

Sources of earnings for management companies are limited by the framework of legislation, but wide enough.

Company may be profitable From the organization of a subcontract, for the implementation of energy-service contracts with energy audit, resource savings, providing paid services to residents. For example, installing meters, repair in apartments and so on.

In addition, the Criminal Code may have other sources of income: Delivery of non-residential premises for rent, the implementation of building materials, attracting other partners.

In case of bankruptcy

Bankruptcy of the Management Company - the procedure is complex, passing through the court.

However, most organizations prefer not to warn residents of serviced houses about the presence of a problem, but disclose information only when the process is on the final stage or has completely ended.

In such a situation, owners turn out to be without money, and without maintenance. What can they do?

To start contact the State Housing Inspection and Prosecutor's OfficeSo that they carry out a verification of the execution of the contract with the company. Then with the documents received to go to court with a request to recalculate or execute already paid services. Terminate services for the maintenance and repair of premises and organize a meeting of residents where it is necessary to decide on the new management method or the choice of a new management company.

On the rules for the work of management companies in the field of housing and communal services, see the following video:

The concept of "management company" is often used in business, while the participants in the discussion do not always talk about the same thing. Difficulties arise at the beginning of the project, when performers are not entirely clear, which bosses agreed. To understand the status of such a legal entity and choosing the right strategy of the project's movement, the author leads a list of forms and types of legal entities whom the "Management Company" is most often called.

Managing Company - Head Company Holding

In this case, under the management company, a legal entity that has the prevailing participation in the authorized capital of other Holding Legal Entities (by holding the author means a group of companies). In other words, this is a head (maternal) Holding company.

The term "management company" is used in connection with the use of the parent company provided by the legislation of corporate governance tools in order to ensure managerial impact on subsidiaries. Such managerial impact is carried out through the provision of the representation of the final business owners in the highest management bodies of subsidiaries. The management company, thus, through its representatives, determines the decisions made by the collegial bodies of the Daughter-Joint-Stock Company.

Managing Company - Managing Organization

In accordance with paragraph 1 of Art. 69 of the Federal Law of December 26, 1995 No. 208-FZ "On Joint-Stock Companies" by decision of the General Meeting of Shareholders The authority of the sole executive body of the Company may be transferred under a commercial organization agreement (managing organization) or an individual entrepreneur (manager).

The Company, the powers of the sole executive body of which transferred the management organization or the manager, acquires civil rights and assumes civil duties through the management organization or manager in accordance with paragraph of paragraph 1 of Article 53 of the Civil Code of the Russian Federation.

The same norm is contained in Article 42 of the Federal Law of 08.02.1998 No. 14-FZ (ed. From December 6, 2011) "On Limited Liability Societies".

Thus, the so-called "management company" (correctly - the management organization) performs the functions of the sole executive body on the basis of an agreement concluded with a manageable legal entity.

The "Management Company", as a rule, is one of the legal entities of the holding.

The place of the management company in the corporate structure of the holding is not a fundamental aspect: the managing can be both the parent company holding (subholding) and one of the subsidiaries. In rare cases, the management company becomes a third-party legal entity, professionally providing management services.

Most often, the functions of the sole executive body transfer the management company in the Holdings, where there are several legal entities with the same type of functionality.

Also, a single management company occurs in a group of legal entities, within which the functionality of one business process is distributed (operating company, logistics center, profit center, etc.).

In addition, the Group of Companies can manage both the only managing organization and several, depending on the purpose of applying this tool and a number of other factors. The unified management organization is more suitable for low-consumable mono-industry holdings, while in holdings with an inhomogeneous sectoral structure and territorial dispersonation of business units makes sense to distribute managerial functions between several managerial organizations that carry out non-productive functions regarding those defined in their management of organizations combined by industry or Territorial sign.

In some cases, the transmission mechanism of the authority of the sole executive body of the Management Company is not associated with building a management vertical in the holding. The reason for making a similar decision may be the desire to improve the efficiency of business management (an example is the transfer of a hotel building under the management of a company that manages the hotel's network), the need to implement a complex business project (during its reorganization, such a mechanism used RAO UES) and others.

Managing Company - Project Company

The management company as a project company is usually created "from scratch" a few (more often two, less often three or more) legal entities and / or individuals for the implementation of a specific project, plan or business ideas, for example, to introduce new technology in any industry / production.

In this case, the term "management company" implies that the legal entity created will manage the project during the entire period of its implementation (planning, organize, involve third parties, monitor the project implementation period, "master" project budget and so on).

Most often, through participation in the authorized capital of the project company, the owner of material resources (land, production equipment, etc.) is united, the owner of intellectual resources / ideas and an investor providing funds for the implementation of the project (public-legal entities are often advocated as the latter) .

For the correct choice of the organizational and legal form of the legal entity being created, the parties need to resolve the issue of the degree and method of participation in the project of each participant, the goals of the creation and activities of the project company.

For the purpose of implementing a commercial project, the management company can be created only in the form of a commercial organization, since the law establishes restrictions on entrepreneurial activities (paragraph 3 of Article 50 of the Civil Code of the Russian Federation), as well as a ban on the distribution of profits among participants (paragraph 1 of Article 50 Civil Code, Article 2 of the NGO Law).

From the point of view of legal features, the design of LLC is more flexible compared with the design of AO (CJSC, OAO) - participants of the LLC provided more dispositive opportunities to regulate corporate relations in the field of management and financing LLC. The main advantages of the design of LLC before the construction of JSC (CJSC, JSC) are as follows:

1) the creation of LLC and the change in its authorized capital is not complicated by emission procedures (production and placement of securities);

2) the financing of Ltd. can be carried out on an additional special mechanism (making participants in deposits in the property of the LLC without increasing the share capital of the LLC and changes in the share of participants);

3) the possibility of expansion (compared to the law) competence of the general meeting of participants;

4) the ability to determine the order of election of the Board of Directors and Audit Commission (by a simple majority of votes or cumulative voting);

6) the ability to exclude a disreterant participant from LLC.

At the same time, when creating a project company in the form of LLC, it is necessary to take into account the following:

1) the law establishes restrictions on the participation of public legal entities in the authorized capital of LLC;

2) AO traditionally causes more confidence from investors, as well as state authorities due to the more rigid formalization of corporate procedures provided for the specified form. In the case of public legal education in the authorized capital of the project company:

1) The project company can be created only in the form of JSC, since the norms of the current legislation (paragraph 2 of paragraph 4 of Article 66 of the Civil Code of the Russian Federation, paragraph 4 of Article 7 of the Law on JSC, Article 7 of the Law on LLC), as well as judicial practice (paragraph 5 of the Resolution You RF of November 18, 2003 No. 19) provides that public-legal education cannot act as a founder (participant) of organizations of other forms (including LLC and CJSC);

2) According to paragraph 2 of Article 80 of the BC of the Russian Federation, budget investments planned to provide legal entities in the form of a contribution to their statutory capital are approved by the budget law by incorporating the draft law with a legal entity, the volume and objectives of the allocated budget allocations.

Managing company on the basis of the law

If all the above-mentioned types of management companies have developed from the custom of business turnover, the creation and activity of the following are set up in detail by law. Consider some of them.

Bank Holding Management Company

A commercial organization, which, in accordance with Federal Law of 02.12.1990 No. 395-1, "On Banks and Banking Activities" can be recognized by the head organization of the banking holding, in order to manage the activities of all credit organizations included in the banking holding, have the right to create a managing Banking Holding Company. In this case, the management company of the bank holding is performed by the responsibilities that, in accordance with the Federal Law, are assigned to the head organization of the bank holding.

In accordance with Part 6 of Article 4 of the Federal Law No. 395-1 of 02.12.1990. No. 395-1 "On Banks and Banking Activities" of the Management Company of the Banking Holding recognizes the economic company, the main activity of which is to manage the activities of credit organizations included in the bank holding.

The banking holding company is not entitled to engage in insurance, banking, industrial and trading activities. A commercial organization that can be recognized as a heading banking holding is obliged to be able to determine the decisions of the banking holding company on issues related to the competence of the meeting of its founders (participants), including its reorganization and liquidation.

Management company Fund

In accordance with Article 38 of the Federal Law of November 29, 2001, No. 156-FZ "On Investment Funds" of the management company can only be created in accordance with the legislation of the Russian Federation, a joint-stock company or a society with a limited (additional) responsibility.

The management company can use the word "investment fund", "Joint-Stock Investment Fund" or "Pass Investment Fund" in conjunction with the words "Management Company".

Management (trust management) Assets of the shareholder investment fund and trust management of the Pass Investment Fund can be carried out only on the basis of the license of the Management Company. Based on the specified document, confidential management of other assets may also be carried out in cases provided for by federal laws.

Requirements for the composition and structure of assets of joint-stock investment funds are settled by order of the Federal Financial Markets Service of the Russian Federation dated December 28, 2010 No. 10-79 / PZ-N "On approval of the Regulation on the composition and structure of assets of joint-stock investment funds and assets of mutual investment funds."

Management Company in housing and communal services

The management company (organization) is called communal operators governing the housing foundation and engineering infrastructure.

The activities of such organizations are governed by the Housing Code of the Russian Federation dated December 29, 2004 No. 188-FZ (hereinafter referred to as -zhk RF).

In accordance with part 1 of article 162 of the LCD of the Russian Federation under an apartment building agreement, one party (managing organization) on the task of the other party (the owners of the premises in an apartment building, a partnership bodies of housing owners, housing cooperative authorities or other specialized consumer cooperative bodies or, In the case of paragraph 14 of Article 161 of the LCD of the Russian Federation, the developer) during the agreed period for the fee provides services and performs work on the proper maintenance and repair of common property in such a house, provides utilities to the owners of the premises and the premises in this house, as well as Performs other aimed at achieving the management goals of an apartment house.

Managing company, created on the basis of a special federal law

In this case, we are talking about the "project company" of the federal level. One such projects is the creation of the Skolkovo innovation center. In accordance with the basic concepts enshrined by the Federal Law of September 28, 2010 No. 244-FZ "On the Innovative Center" Skolkovo "(hereinafter referred to as the Federal Law" On the Innovative Center "Skolkovo"), the management company is a Russian legal entity to which in order established by the President of the Russian Federation, is entrusted with the duty to implement the project.

At the disposal of the President of the Russian Federation of 02.07.2010. No. 446-RP "On the creation and provision of the functioning of the Skolkovo Innovation Center, a non-profit organization" Foundation for the Development Center for Development and Commercialization of New Technologies "named.

The features of such a management company are established by the Federal Law "On the Innovative Center" Skolkovo ", decisions of the President of the Russian Federation and the constituent documents of the company. The change in the constituent documents of the Management Company is carried out in coordination with the advisory body under the President of the Russian Federation, educated in order to ensure the interaction of federal state authorities, the state authorities of the constituent entities of the Russian Federation, local governments, public associations, scientific and other organizations in the consideration of issues related to Modernization of the economy and innovative development of Russia.

It should be noted that the Federal Law "On the Innovative Center" Skolkovo "caused an ambiguous assessment of experts, since he provided a managing company, a private legal entity, a fairly broad authority, including urban planning and supervisory functions, ensuring the sanitary and epidemiological well-being of the population in the center, regulation of medical and educational Activities, etc., are essentially state. How will the project implemented in practice, will show time.