Recommendations
Made by the First Inter-Regional Coordination Workshop on SEO registration and licensing of specific activities

5. The information on SEO activities should be reflected, taking into account human rights and freedoms (freedom of entrepreneurship) - on the one hand, and information transparency and availability for the third parties - on the other hand.
       This recommendation aims at focusing the legislator's attention on the necessity to create the balance of interests of the registered economic operators and the third parties, entitled to the access to information on their activity, in the law. The Uniform State Register should contain the most comprehensive information on economic operators. It would allow to identify a legal entity or a private entrepreneur in the economic turnover, providing for the protection of the rights and interests of the third parties entering into contractual relationships with a given economic operator. Alongside with this it is necessary to consider the lawful rights and interests of entrepreneurs, which can be violated by excessive disclosure of information on their commercial activity.
   
6. The applicant should be granted an option to submit the information on the directions of his (her) activities to the Register.
        In the opinion of the participants of the workshop, the Uniform State Register should among other data contain the information on the major activities (spheres of activity), an entity created in the process of its state registration is going to pursue. This information is subject to entry on request of the applicant. This would allow the third parties to make adequate judgements on their relationships with a potential partner on a certain deal. Thus, for example, signing a foodstuff delivery contract with an organization that indicated housing construction as its core business in the Register would witness for a certain risk of non-fulfillment of the contractual obligations by the supplier. Besides, the indication of such information in the Register would save an entrepreneur the necessity to get additionally listed with the statistical bodies, for this will be done by the registration body on its own.
   
7. It seems feasible to include into the Register the information on persons (parties), which due to corporate legal relationships with the respective legal entity may be vicariously or jointly liable for the obligations of the latter.
       This recommendation supports further development of the institutions of third parties' liability for the obligations of legal entities with the purpose of securing the creditors' rights.
       On the basis of the current legislation the experts identified three categories of persons, the information on which should be included into the Register:
   - should the company be a daughter one, specify, which company or partnership is the mother one;
   - specify the founders (participants) of a legal entity, as well as other parties authorized to issue instructions binding upon this legal entity or entitled to control its activities by other means;
   - include the information on affiliated persons, defined in conformity with Article 4 of the Law "On competition and limits to the monopolistic activity on commodity goods' markets" of March 22, 1996 № 948-I.
        The availability of this information in the State Register will allow to protect the interests and lawful rights of third parties on condition of unscrupulousness of individual economic operators in respect of fulfillment of their obligations.
   
8. There should be a possibility to include specific information retrieved from the balance sheet approved by the respective tax body, as well as other information on the financial standing of the SEO, into the Register.
       This recommendation agrees with Item "f" Article 2 of the First Directive. According to its provisions, the data of the balance sheet and the profit and loss account should be entered into the register for each fiscal year. The experts, however, took into account that the disclosure of all the financial data of the corporate activity in today's Russian environment may affect the stability of Russian economy. Thus, they concluded that for the moment only the minimum of financial data should be included into the Register on condition of gradual expansion of the said financial data.
   
9. The system of state registration of economic operators should envisage individual identification numbers assigned to every person (entity) registered with the Register, with the respective indication of this identification number in the Register.
       In the transition period of establishing the system of state registration it seems possible to continue the use of individual identification taxpayer's number (INN) as an instrument of a economic operator's identification in social legal relationships. Taking into account the experience of EC countries, for future it seems feasible to turn to the universal use of the only and unique number.
       This number may be used in legal relationships (both private and social) with any third party for the purposes of identifying an economic operator. The delivery of this identification number to a third party allows the latter to get familiarized with the data of the Register. Consequently, it relieves the owner of the number from the liability and risks related to possible references of the third party to a misidentification or the lack of information reflected in the Register.
   
10. It is suggested to substantially raise the lowest limit of the value of assets invested as the charter capital on establishment of a commercial organization, whereby an independent expert evaluation of the non-cash investment is required.
        In conformity with Item 2 Article 15 of the Federal Law of February 8, 1998 № 14-FZ "On limited liability companies", as well as with Item 3 Article 34 of the Federal Law of December 26, 1995 № 208-FZ "On joint-stock companies", should a non-cash investment be made into the charter capital of a limited liability company with its value exceeding 200 minimal monthly salaries, or should the par value of the purchased shares or other securities of a joint-stock company exceed 200 minimal monthly salaries established by the federal law, it is necessary to have an independent valuator establish the monetary value of the non-cash investment.
        In this case, should non-cash investments have been made into the charter capital, both the participants of the company and the independent valuator in case of corporate assets deficiency are jointly and vicariously liable for the obligations of the company in the amount equal to excessive evaluation of the non-cash investments. This liability lasts for three years from the moment of the state registration or from the moment of modification of the corporate charter.
        Considering the above, the conduct of an independent evaluation of a non-cash investment exceeding 200 minimal monthly salaries (which is approximately RUR17 000) sometimes demands for substantial financial costs from an economic operator, for an independent valuator assumes a considerable responsibility for the reduction of the investment value. In practice this is an obstacle to the extensive use of non-cash investments as a constituent of charter capitals. In connection with the above the experts recommended to increase the minimal limit of the value of assets invested as a charter capital when establishing a commercial organization, which would call for an independent evaluation of the non-cash investment.
        This rule should be common for all organizational and legal types of commercial organizations with the exception of cases directly envisaged by law for individual organizations executing specific activities.

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