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

1. The necessity to develop and pass the Federal Law (hereinafter called "the Law"), which concept could reflect specific cornerstone positions described below.
       The control over state registration of economic operators by the uniform comprehensive act of law issued on the federal level is directly envisaged today by the Civil Code of Russian Federation (Article 51). In practice, however, the regulation of state registration issues by numerous acts of law on the background of absence of the federal law entails an abundance of law implementation conflicts.
       In March, 2001 the Government of Russian Federation submitted the draft Federal Law "On state registration of legal entities" to the inspection of the State Duma of Russian Federation. The experts did not aim at assessing the existing contents of either this draft law or other alternative projects. Instead, they concluded that for the purposes of bringing the Russian corporate legislation closer to the norms of European Union legislation, the concept of the draft federal law on state registration of economic operators should contain the following cornerstone positions.
   
2. The Law should cover the registration of all economic operators, including legal entities, peasant farms (farming enterprises) and private entrepreneurs.
       The word for word interpretation of Article 51 of the Civil Code of Russian Federation, dedicated to state registration of legal entities, directs the federal legislator towards passing a law with a narrow subject of regulation. This subject is the environment of state registration of legal entities only. The title of the draft law submitted by the Government of Russian Federation to the inspection of the State Duma of Russian Federation is yet another proof to this statement. Alongside with this it seems feasible to develop a federal law, which would uniformly govern the procedure of registration for both legal entities and other economic operators. Such a codification would provide for a common approach to the registration of economic operators on the territory of Russian Federation.
       Unified registration procedure agrees with the interests of the state in this sphere, for it would allow:
   1. To create a system of registration bodies to replace several parallel constructions acting today, consequently saving material and financial resources;
   2. To improve the environment for collecting more diversified information on economic operators for the public bodies;
   3. To simplify the public control procedure within the framework of current legislation.
       The development of a uniform approach to registration of various economic operators by the state through the federal law would be beneficial first of all for the economic operators themselves. The major advantage is that the information they are entitled to receive from the registration body about the other parties of civil legal relationships becomes available to them in one unique registration body.
       Today, according to provisions of Article 23 of the Civil Code of Russian Federation, the provisions of the Civil Code of RF (According to Item 1 Article 23 of the Civil Code of RF, "the rules of the Code regulating the activity of legal entities which are commercial organizations, apply to the entrepreneurship activity of citizens executed without the establishment of a legal entity, unless the law, other regulations or the essence of the legal relationships suggest otherwise".) dedicated to legal entities also apply to regulation of the legal status of private entrepreneurs. However, as comparative analysis of legal entities vs. private entrepreneurs shows, in this case Item 3 Article 23 of the Civil Code of RF does not apply for the registration of private entrepreneurs. It is quite evident that certain peculiarities are inherent to the registration of private entrepreneurs, which do not allow to apply to them the regulations on registration of legal entities on analogy. Besides, in agreement with Item 2 Article 23 of the Civil Code of RF, the head of a peasant farm (farming enterprise), acting without registering itself as a legal entity, is deemed to be an entrepreneur from the moment of state registration of this peasant farm (farming enterprise). Passing individual regulations for every single category of economic operators seems unjustified from the standpoint of law making technique, for we are talking here about one and the same type of social relations with petty peculiarities for its different constituents, i.e., legal entities, private entrepreneurs, peasant farms (farming enterprises).
       The federal law should also reflect the issue of registration of economic operators falling into the social category, i.e., public and local self-government bodies. Today different RF entities use different law implementation practices. In some RF entities their public and local self-government bodies undergo state registration to legalize their participation in economic turnover, whereas in other RF entities they acquire the rights of a legal entity through the act issued by their superior government official, or by a head of a municipal body. This situation is also affected by the absence of any provision for unambiguous solution to this problem in the federal legislation.
   
3. The Law should exhaustively regulate the issues of building-up and keeping the Uniform Federal Register, purposes and principles of its creation.
       The idea behind this recommendation is to exclude the possibility of governing the issues of building-up and keeping the Uniform Federal Register on the level of sub-laws, considering the importance of this question for the national economy.
       The state registration represents a set of legally meaningful activities. The most important one of them and the target of the others to a certain extent is entering a record in the Uniform State Register. The Register should be the aggregate of up-to-date information on economic operators, stored in the shape, uniform for all the territory of Russian Federation and available for use and processing. Considering the above, the importance of this recommendation, touching upon the fundamental issue of the perspective federal law, is evident. The importance should be specifically given to the principle of exhaustive regulation of building-up and keeping the Uniform State Register, not allowing for any use of referential regulations when describing these procedures.
   
4. The arguments and the contents of the EU Directive №1 should be taken into consideration when creating the Register.
       The obligation of Russia to take measures aimed at bringing Russian corporate legislation closer to the EU laws results from Article 55 of the Agreement on partnership and cooperation between Russian Federation and European Union of 1994. In connection with this the experts proposed to take into account the contents of the First EU Directive 68/15/EEC of March 9, 1968 when developing the Uniform State Register of legal entities and private entrepreneurs. This document defines, in particular, the list of documents and information subject to entry into the State Register. Thus, in agreement with the provisions of Articles 2 and 3 of the Directive, the following information is subject to entry into the Register:
   - Basic information on corporate activity, contained within the Charter, including its changes;
   - Information on appointments and cessation of powers of persons authorized to represent the company to the third parties and in the court litigation as well as to participate in management, supervision and control over the company;
   - Information on the amount of charter capital;
   - Balance sheet and profit and loss account of the company for each fiscal year. The balance sheet should also contain the document with the information on the persons who are to verify it according to the law.

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