Тема . Topic 1, 2. The Formation & Constitution of Business Organizations
 Partnerships
a)         Demonstrate knowledge of the legislation governing simple partnerships and commandite partnerships.
b)         Explain how partnerships are formed.
c)         Explain the authority of partners in relation to partnership activity.
d)         Analyse the liability of various partners for partnership debts.
e)         Explain the ways in which partnerships can be brought to an end.
____________________________________________________________________________________________
Companies and legal personality
a)         Distinguish between individual entrepreneurs, partnerships and companies.
b)         Explain the meaning and effect of limited liability.
c)         Analyse different types of company, especially companies limited by shares and public companies limited by shares (AO and PAO) and limited liability companies (OOO).
d)         Illustrate the effects of separate personality.
e)         Recognise instances where separate personality will be ignored.
____________________________________________________________________________________________
Company formation
a)         Explain the procedure for registering different types of limited company.
b)         Explain the statutory capital requirements for establishing different types of company.
c)         Explain the content and effect of the Charter.
d)         Explain the purposes of the inner documents of a company. 
                        

    
Тема . Topic 3. Capital & Financing of Companies
Summary:
1. Share capital
a)     Examine the different meanings of capital.
b)    Illustrate the differences between ordinary shares and preference shares.
c) Explain the rights of shareholders
____________________________________________________________________________________________
2. Loan capital
a)     Distinguish loan capital from share capital.
b) Explain the rights of those who provide long-term capital.
____________________________________________________________________________________________
3. Capital maintenance and dividend law
a)     Explain the legal provisions applicable to increasing and reducing share capital.
b)    Explain the consequences of increasing and reducing share capital.
a)     Explain the rules governing the recommendation and distribution of a dividend. 
                        

    
Тема . Topic 4. Company Management & Administration
1. Company directors
a)     Explain the role of directors and the executive body in the operation of a company.
b)    Distinguish between the powers of the directors or executive body and the shareholders.
c)     Explain the matters that fall within the exclusive competence of the directors or executive body and the shareholders.
____________________________________________________________________________________________
2. Other management bodies
a)     Discuss the appointment procedure relating to, and the duties and powers of, a company’s external auditors.
b)    Discuss the appointment procedure relating to, and the duties and powers of, a company’s internal auditor commission.
____________________________________________________________________________________________
3. Company meetings and decision taking
a)     Distinguish between types of GMs of shareholders.
b)    Explain the procedure for calling such meetings.
c)     Detail the procedure for conducting meetings.
d)    Explain the role of the tabulation commission.
e)     Explain how decisions are made at meetings, including voting procedures and protocols. 
                        

    
Тема . Topic 5, 6. THE FORMATION AND CONSTITUTION OF BUSINESS ORGANISATIONS UK
1. Agency law
a)  Define the role of the agent and give examples of such relationships paying particular regard to partners and company directors.
b)  Explain the formation of the agency relationship.
c)  Define the authority of the agent.
d)  Explain the potential liability of both principal and agent.
____________________________________________________________________________________________
2. Partnerships
a)  Demonstrate a knowledge of the legislation governing the partnership, both unlimited and limited.
b)  Discuss the formation of a partnership .
c)  Explain the authority of partners in relation to 
partnership activity.
d)  Analyse the liability of various partners for partnership debts.
e)  Explain the termination of a partnership, and partners’ subsequent rights and liabilities.
____________________________________________________________________________________________
3. Corporations and legal personality
a) Distinguish between sole traders, partnerships and companies.
b) Explain the meaning and effect of limited liability.
c) Analyse different types of companies, especially private and public companies.
d) Illustrate the effect of separate personality and the veil of incorporation.
e) Recognise instances where separate personality will be ignored (lifting the veil of incorporation).
____________________________________________________________________________________________
4. The formation and constitution of a company
a) Explain the role and duties of company promoters, and the breach of those duties and remedies available to the company.
b) Explain the meaning of, and the rules relating to, pre-incorporation contracts.
c) Describe the procedure for registering companies, both public and private.
d) Describe the statutory books, records and returns that companies must keep or make.
e) Analyse the effect of a company’s constitutional documents.
f) Describe the contents of model articles of association.
g) Explain how articles of association can be changed.
h) Explain the controls over the names that companies may or may not use. 
                        

    
Тема . Topic 7. CAPITAL AND FINANCING OF A COMPANY UK
 1. Share capital

a) Examine the different types of capital.8
b)  Illustrate the difference between various classes of shares, including treasury shares, and the procedure for altering class rights.
c)  Explain allotment of shares, and distinguish between rights issue and bonus issue of shares.
d)  Examine the effect of issuing shares at either a discount, or at a premium.
____________________________________________________________________________________________
2. Loan capital
a)  Define companies’ borrowing powers.
b)  Explain the meaning of loan capital and debenture.
c)  Distinguish loan capital from share capital, and explain the different rights held by shareholders and debenture holders.
d)  Explain the concept of a company charge and distinguish between fixed and floating charges.
e)  Describe the need and the procedure for registering company charges.
____________________________________________________________________________________________
3. Capital maintenance and dividend law
a)  Explain the doctrine of capital maintenance and capital reduction.
b)  Explain the rules governing the distribution of dividends in both private and public companies.
                        

    
Тема . Topic 8. COMPANY MANAGEMENT AND ADMINISTRATION UK
1. Company directors
a)  Explain the role of directors in the operation of a company, and the different types of directors, such as executive/ non-executive directors or de jure and de facto directors .
b)  Discuss the ways in which directors are appointed, can lose their office and the disqualification of directors.
c) Distinguish between the powers of the board of directors, the managing director/chief executive and individual directors to bind their company.
d) Explain the duties that directors owe to their companies.
____________________________________________________________________________________________
2. Other company officers
a) Discuss the appointment procedure relating to, and the duties and powers of, a company secretary.
b) Discuss the appointment procedure relating to, and the duties and rights of a company auditor, and their subsequent removal or resignation.
____________________________________________________________________________________________
3. Company meetings and resolutions
a) Distinguish between types of meetings: general meetings and annual general meetings.
b) Distinguish between types of resolutions: ordinary, special, and written.
c) Explain the procedure for calling and conducting company meetings. 
                        

    
Тема . Paid content
Russian Company Law

Предисловие 
Preface	
List of abbreviations for major issuing authorities of the Russian Federation

Chapter I. The formation and constitution of business organisations	
1. Overview	
2. Non-commercial legal entities
3. Commercial legal entities. Partnerships	
4. Legal personality	
5. Creation of business organisations	
6. Reorganisation and liquidation of business organisations

Chapter II. Capital and financing of limited companies	
1. The limited liability company (the company limited by stakes)
2. Overview of the company limited by shares (the joint-stock company
3. Liability for obligations of the company limited by shares	
4. The shareholders
5. Creation of the company limited by shares	
6. Share capital
7. Loan capital
8. Capital maintenance and dividend law	

Chapter III. Company management and administration	
1. Management in the LLC	
2. Company meetings and decision taking in the company limited by shares	
3. Company directors in the company limited by shares	
4. Other management bodies in the company limited by shares	
5. Major transactions in the company limited by shares	
6. Interested transactions in the company limited by shares	

Chapter IV. Legal implications relating to companies in difficulty or in crisis	
1.Overview	
2. Stages of bankruptcy	

Glossary	
Key legislation referenced in the book