Szacuje się, że w Polsce funkcjonuje około 2,9 mln firm jednoosobowych1. Przepisy prawa spółek dają takim przedsiębiorcom możliwość przekształcenia prowadzonej przez nich jednoosobowej działalności w spółkę kapitałową. Mimo, że zapisy takie pojawiły się w kodeksie spółek handlowych już jakiś czas temu, to w dalszym ciągu niewielka liczba przedsiębiorców korzysta z tej drogi.
Aby doszło do przekształcenia konieczne jest sporządzenie tzw. planu przekształcenia, który powinien przybrać formę aktu notarialnego. Załącznikami do planu są projekty oświadczenia o przekształceniu oraz aktu założycielskiego (statutu); wycena składników majątku przedsiębiorcy wraz ze sprawozdaniem finansowym sporządzonym dla celów przekształcenia (z zastrzeż. art. 5847 § 3 KSH). Plan przekształcenia z załącznikami należy następnie poddać badaniu przez biegłego rewidenta. Biegły sporządza opinię w zakresie poprawności i rzetelności planu. Przedsiębiorca powinien następnie udać się do notariusza celem sporządzenia oświadczenia o przekształceniu oraz aktu założycielskiego (statutu). Finalną czynnością jest złożenie wszystkich dokumentów do sądu rejestrowego. Z chwilą wpisu gotowej spółki do rejestru (dzień przekształcenia) przedsiębiorca przekształcany staje się spółką przekształconą. Jednocześnie właściwy organ ewidencyjny z urzędu wykreśla przedsiębiorcę przekształcanego z Centralnej Ewidencji i Informacji o Działalności Gospodarczej.
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Przejdź do oniszczuk.comNajwiększe zalety przekształcenia to:
- Pełna kontynuacja praw i obowiązków z firmy jednoosobowej – nowa spółka wchodzi z mocy prawa w jej wszystkie dotychczasowe umowy i kontrakty. W skutek tego dużym plusem przekształcenia jest brak konieczności sporządzania jakichkolwiek dodatkowych umów czy aneksów do umów podpisanych za czasów funkcjonowania jednoosobowej działalności, co w przypadku wielu kontrahentów może być kłopotliwe.
- Dzięki przekształceniu działalności gospodarczej możliwe jest również ograniczenie osobistej odpowiedzialności przedsiębiorcy za długi. Forma spółki kapitałowej sprzyja również pozyskaniu finansowania np. na drodze wprowadzenia inwestora, zastosowania dopłat czy podwyższenia kapitału zakładowego.
- Brak ZUS – wielu polskich przedsiębiorców narzeka na obowiązek płacenia składek do ZUS. Mało kto wie, że w co namniej duwosobowej spółce nie ma konieczności płacenia składek ZUS. Każdy przedsiębioraca płacący pełne składki powinien zatem zastanowić się, czy oszczędność kilkunastu tysięcy złotych rocznie (nawet po odjęciu kosztu pełnej księgowości) nie jest warta zmiany formy prawnej oraz opodatkowania na spółkę.
- Optymalizacja podatkowa – przekształcenie sprawia, że cały majątek jednosobowej firmy z mocy prawa staje się majątkiem spółki. Oznacza to, że nie trzeba dodatkowo wnosić do takiej spółki wkładów np. aportów czy w inny sposób przenosić do niej majątku, co mogłoby rodzić konsekwencje podatkowe. To pozwala na zaoszczędzenie podatku dochodowego, który co do zasady należy zapłacić od aportów do spółki kapitałowej (od niedawna od ich pełnej wartości, nie tylko tej przeznaczonej na kapitał zakładowy)
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Kıskanç olmayan aşk ne doğrudur ne de saf. – Victor Hugo
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Dağa düşer kül eyler, gönüllere yol eyler, sultanları kul eyler, hikmetli nesnedir aşk.
Kendisine itaat etmek isteyen, nasıl emredeceğini bilmesi gerekir. Niccolo Machiavelli
Sakın unutma, ellerin cebindeyken başarı merdivenlerini çıkamazsın.
Görmezden gelin, ses etmeyin, cevap vermeyin. Sessizlik herkesi mahveder.
Ağırlayamayacağın misafiri yüreğine konuk etme…
Yapmacık olup sevilmektense, kendim olup nefret edilmeyi tercih ederim. -Tom Robbins
İnsanların, senin hakkında ne düşündüklerini önemsemeyerek, ömrünü uzatabilirsin – Bukowski
Bir insan aşık olunca; kıskanır, bağırır, kısıtlar, hesap sorar, sahiplenir… ama; anlayana işte…
Olsun be aldırma yaradan yardır..sanma ki zalimin ettiği kardır… Mazlumun ahi indirir sahi.. Her şeyin bir vakti vardır.
Hani dilimizin ucuna gelip de söyleyemediklerimiz var ya; Allah o sözlerin yolunu açık etsin.
Aşk Evrenin Mimarıdır. – Herodot
Dünyayı değiştirmenize gerek yok; kendini değiştirmek zorundasın. Miguel Angel Ruiz
Eğer onur kazançlı olsayԁı herkes onurlu olabilirdi. -Thomas More
Sağırlık kulakta değil; akıldadır. Marlee Matlin
İdealler yıldızlara benzer. Onlara ulaşamazsınız, ama size yol gösterirler.- Waldo Emerson
Kütlesi olmayana yerçekimi dokunamaz.
Şikayet ettiğiniz yaşam, belkide başkasının hayalidir. Tolstoy
Kimse kimseyi unutmuyor ama asla karşı tarafın istediği biçimde hatırlamıyor.- Tezer Özlü
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Kadın kocasını daha az sevmeli, fakat daha çok anlamalı; erkek, karısını daha çok sevmeli, fakat anlamaya çalışmamalıdır. – Oscar Wilde
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harika takipci geliyor cok iyi
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harika güzel begendim
demet evgar kimdir cok iyi
cok iyi bir icerik tesekkurler
goodd veryysite olmus tebrik ederim
goodd veryy
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harika
Kıskanç olmayan aşk ne doğrudur ne de saf. – Victor Hugo
Admin kim bilmiyorum ama tebrikler
eski sevgiliye ne denmeli 🙂
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Çok Güzel bir uygulama
teşekkürler🤓
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şok üstüne şok yaşıyorum, neler varmış da haberimiz yokmuş 😎
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Metodu olan topal, metotsuz koşandan daha çabuk ilerler. – Francis Bacon
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Öyle bir seveceksin ki, yüreğinden kimse ayıramayacak. Ve öyle birini seveceksin ki, seni gözleriyle bile aldatmayacak. – Can Yücel
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Türkiye’de ve Konya’da özellikle tercih edilen ve ihtiyaç anında en sağlam destekleri sağlayan Allianz Sigorta, Anadolu Sigorta
Türkiye’de ve Konya’da özellikle tercih edilen ve ihtiyaç anında en sağlam destekleri sağlayan Allianz Sigorta, Anadolu Sigorta
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