BENCHMARKING THE ADMINISTRATION OF BUSINESS START-UPS BENCHMARKING QUESTIONNAIRE

Transcription

1 BENCHMARKING THE ADMINISTRATION OF BUSINESS START-UPS BENCHMARKING QUESTIONNAIRE The objectives of this questionnaire are primarily to estimate the time, cost, and capital incurred by an entrepreneur in satisfying the mandatory requirements imposed by legislation in setting up four standard types of business entity (see Appendix B). There is also an opportunity for you to add data for other types of business entity that are important in your country or indicative of a good practice. This questionnaire covers a clearly defined group of procedures. The start point for the estimates of time and cost is the date on which the entrepreneur decides to form a new business entity and commences mandatory Pre-registration formalities: the end point is the date on which the new business entity is legally formed and all mandatory notifications are complete. This questionnaire excludes: the time and costs associated with activities that a prudent entrepreneur would undertake before deciding to set up a new entity; the non-mandatory financial costs that an entrepreneur must incur in terms of own costs and third party payments to professional advisers for help when setting up a new business entity; the time and costs associated with activities that an entrepreneur would undertake to complete the mandatory formalities associated with taking on workers; and, the time and costs associated with the mandatory requirements that an entrepreneur must satisfy if the business entity will operate in a specific sector or with a specific type of plant or operating method. To answer some of the questions it may be necessary to liase with other official bodies involved in the process of approving the registration of new business entities. If you have any questions please contact Mr Roine Amonsson, phone or roine.amonsson@prv.se Please reply before Friday 15 th June Thank you very much for your help. Please provide some contact details in case of queries: Country: Name: Organisation: Telephone: Fax:

2 2 DEFINITIONS SETTING UP A NEW BUSINESS ENTITY all estimates of benchmark data should, unless stated otherwise, be based on the mandatory administrative procedures that all enterprises are legally required to complete before they can commence trading. These procedures exclude: Employment-related procedures that enterprises must complete if they intend to take on workers; Sector-specific licences or permits i.e. professional, technical, or craft qualifications or qualifying standards that an enterprise must meet if it is to compete in a specific sector; Activity-specific permits that must be obtained if an enterprise is to undertake certain types of operational activity, such as environmental, public health, and construction permits. STAGES OF ACTIVITY the principal benchmarks are based on two major stages of activity, each of which is a group of related activities and procedures. These major stages are the Pre-registration Stage and the Registration Stage. (1) (2) (3) (4) (5) PRE-REGISTRATION STAGE this encompasses all of the mandatory activities that must be completed before a formal, initial request for registration of a new business entity can be submitted. It includes procedures such as statutory meetings of founders or subscribers, deposition of capital, and use of a notary to draw up a deed of incorporation Appendix A provides a comprehensive list. REGISTRATION STAGE this encompasses all of the mandatory administrative procedures carried out after submission of the initial, formal request for registration of a new business entity. The final outcome of this process is that the enterprise is legally formed, it can commence trading and all mandatory notifications are complete. It includes procedures such as approval for registration from a court, notification of the Commercial Register, application for municipal licences, registration with a Chamber of Commerce, and notification of tax and social security authorities (see Appendix A.) TYPICAL the average time, costs, or number of contact points involved in setting up a straightforward business entity through the most widely used process of registration. MINIMUM the shortest time, cost, or number of contact points involved in setting up a straightforward business entity. This could be the result of a range of different processes, such as fast-track schemes, utilisation of off-the-shelf companies, and co-ordinated registration by a Single Access Point. MANDATORY FINANCIAL COSTS these are legally specified fees, charges and taxes paid to official bodies associated with setting up a new

3 3 business entity. (6) (7) (8) (9) CONTACT POINTS this is the total number of private and public bodies that an entrepreneur must contact to complete the mandatory procedures to set up a new business entity. Different departments within the same organisation are different points of contact. PAPERWORK this is the total number of official forms and supporting documents that must be provided by an entrepreneur to official bodies to set up a new business entity. Forms and supporting documents should be counted separately. LICENCES, APPROVALS, AND NOTIFICATIONS this is the total number of formal licences, approvals, and confirmations that must be issued to an entrepreneur to set up a new business entity. These exclude sector-specific requirements. OFFICIAL BODIES this is the total number of public and private bodies that must be consulted, informed, or provide licences/authorisations in order to complete the Pre-registration and Registration Stages. Different departments within the same organisation should be considered as different bodies. CURRENCY - Please use Euros. For non-euro zone countries, please use current exchange rates and indicate the exchange rate used.

4 4 SECTION 1 A: BENCHMARKS - INDIVIDUAL ENTERPRISE In this section, you will make estimates of time, cost, and operational activities associated with the Pre-registration (1) and Registration Stages (2) of setting up a new Individual Enterprise. All estimates should be based on the procedures identified in question A.1. Even if there is no requirement to register a new Individual Enterprise with the Commercial Register (or equivalent), please ensure that you take account of other mandatory procedures, such as tax or VAT. A.1. MANDATORY PROCEDURES In your country, which procedures are mandatory for an entrepreneur to complete when setting up a new Individual Enterprise? Please answer this question by completing the boxes in Appendix A, where lists of potential procedures are provided for the Pre-registration (1) and Registration (2) stages. A.2. OPERATIONAL BENCHMARKS - To set up a new Individual Enterprise : Pre-registration Stage Registration Stage How many different public and private bodies must an entrepreneur contact? (6) How many official forms and supporting documents must an entrepreneur provide? (7) How many official licences, approvals and confirmations of notifications are needed? (8) How many different public and private bodies are involved? (9) A.3. TIME How long does it take to complete all of the necessary mandatory procedures to set up a new Individual Enterprise? Please give your answer in total elapsed days from the day the entrepreneur starts the Pre-registration Stage to the point at which the Registration Stage is complete. Please split your answer between the time taken to complete the Pre-registration Stage (1) and the. Typical (days) (3) Minimum (days) (4) A.4. MANDATORY FINANCIAL COSTS (5) What is the total Mandatory Financial Cost (legally specified fees, charges and taxes) for an entrepreneur of complying with all of the mandatory procedures to set up a new Individual Enterprise? Please split your answer between the cost of completing the and the. Typical (Euro) (3) Minimum (Euro) (4) A.5. MINIMUM CAPITAL What is the mandatory minimum (issued and paid-up) capital needed to register a new Individual Enterprise? Minimum Issued Minimum Paid-up Capital (Euro) A.6. TIME AND COST OF SPECIFIC PROCEDURES - How long does it take (in elapsed time) and what are the mandatory costs of completing each of the major individual procedures for setting up a new Individual Enterprise listed below? If a particular procedure is not mandatory in your country, DO NOT complete that box. Typical Time (Days) Typical Cost (Euros) Formal business registration Confirmation of qualifications VAT registration Joining Chambers of Commerce Other fiscal requirements Other authorisations (please specify) Other mandatory procedures (specify)

5 5 SECTION 1 B: BENCHMARKS - GENERAL PARTNERSHIP In this section, you will make estimates of time, cost, and operational activities associated with the Pre-registration (1) and Registration Stages (2) of setting up a new General Partnership. All estimates should be based on the procedures identified in question B.1. Even if there is no requirement to register a new General Partnership with the Commercial Register (or equivalent), please ensure that you take account of other mandatory procedures, such as tax or VAT. B.1. MANDATORY PROCEDURES In your country, which procedures are mandatory for an entrepreneur to complete when setting up a new General Partnership? Please answer this question by completing the boxes in Appendix A, where lists of potential procedures are provided for the Pre-registration (1) and Registration (2) stages. B.2. OPERATIONAL BENCHMARKS - To set up a new General Partnership : Pre-registration Stage Registration Stage How many different public and private bodies must an entrepreneur contact? (6) How many official forms and supporting documents must an entrepreneur provide? (7) How many official licences, approvals and confirmations of notifications are needed? (8) How many different public and private bodies are involved? (9) B.3. TIME How long does it take to complete all of the necessary mandatory procedures to set up a new General Partnership? Please give your answer in total elapsed days from the day the entrepreneur starts the Pre-registration Stage to the point at which the Registration Stage is complete. Please split your answer between the time taken to complete the Pre-registration Stage (1) and the. Typical (days) (3) Minimum (days) (4) B.4. MANDATORY FINANCIAL COSTS (5) What is the total Mandatory Financial Cost (legally specified fees, charges and taxes) for an entrepreneur of complying with all of the mandatory procedures to set up a new General Partnership? Please split your answer between the cost of completing the and the. Typical (Euro) (3) Minimum (Euro) (4) B.5. MINIMUM CAPITAL What is the mandatory minimum (issued and paid-up) capital needed to register a new General Partnership? Minimum Issued Minimum Paid-up Capital (Euro) B.6. TIME AND COST OF MAJOR INDIVIDUAL PROCEDURES - How long does it take (in elapsed time) and what are the mandatory costs of completing each of the major individual procedures for setting up a new General Partnership listed below? If a particular procedure is not mandatory in your country, DO NOT complete that box. Typical Time (Days) Typical Cost (Euros) Formal business registration Confirmation of qualifications VAT registration Joining Chambers of Commerce Other fiscal requirements Other authorisations (please specify) Other mandatory procedures (specify)

6 6 SECTION 1 C: BENCHMARKS - PRIVATE LIMITED COMPANY In this section, you will make estimates of time, cost, and operational activities associated with the Pre-registration (1) and Registration Stages (2) of setting up a new Private Limited Company. All estimates should be based on the procedures identified in question C.1. C.1. MANDATORY PROCEDURES In your country, which procedures are mandatory for an entrepreneur to complete when setting up a new Private Limited Company? Please answer this question by completing the boxes in Appendix A, where lists of potential procedures are provided for the Pre-registration (1) and Registration (2) stages. C.2. OPERATIONAL BENCHMARKS - To set up a new Private Limited Company : Pre-registration Stage Registration Stage How many different public and private bodies must an entrepreneur contact? (6) How many official forms and supporting documents must an entrepreneur provide? (7) How many official licences, approvals and confirmations of notifications are needed? (8) How many different public and private bodies are involved? (9) C.3. TIME How long does it take to complete all of the necessary mandatory procedures to set up a new Private Limited Company? Please give your answer in total elapsed days from the day the entrepreneur starts the Pre-registration Stage to the point at which the Registration Stage is complete. Please split your answer between the time taken to complete the Preregistration Stage (1) and the. Typical (days) (3) Minimum (days) (4) C.4. MANDATORY FINANCIAL COSTS (5) What is the total Mandatory Financial Cost (legally specified fees, charges and taxes) for an entrepreneur of complying with all of the mandatory procedures to set up a new Private Limited Company? Please base your answer on an entity with the legal minimum issued capital. Please split your answer between the cost of completing the and the. Typical (Euro) (3) Minimum (Euro) (4) C.5. MINIMUM CAPITAL What is the mandatory minimum (issued and paid-up) capital needed to register a new Private Limited Company? Minimum Issued Minimum Paid-up Capital (Euro) C.6. TIME AND COST OF MAJOR INDIVIDUAL PROCEDURES - How long does it take (in elapsed time) and what are the mandatory costs of completing each of the major individual procedures for setting up a new Private Limited Company listed below? If a particular procedure is not mandatory in your country, DO NOT complete that box. Typical Time (Days) Typical Cost (Euros) Formal business registration Confirmation of qualifications VAT registration Joining Chambers of Commerce Other fiscal requirements Other authorisations (please specify) Other mandatory procedures (please specify)

7 7 SECTION 1 D: BENCHMARKS - PUBLIC LIMITED COMPANY In this section, you will make estimates of time, cost, and operational activities associated with the Pre-registration (1) and Registration Stages (2) of setting up a new Public Limited Company. All estimates should be based on the procedures identified in question D.1. D.1. MANDATORY PROCEDURES In your country, which procedures are mandatory for an entrepreneur to complete when setting up a new Public Limited Company? Please answer this question by completing the boxes in Appendix A, where lists of potential procedures are provided for the Pre-registration (1) and Registration (2) stages. D.2. OPERATIONAL BENCHMARKS - To set up a new Public Limited Company : Pre-registration Stage Registration Stage How many different public and private bodies must an entrepreneur contact? (6) How many official forms and supporting documents must an entrepreneur provide? (7) How many official licences, approvals and confirmations of notifications are needed? (8) How many different public and private bodies are involved? (9) D.3. TIME How long does it take to complete all of the necessary mandatory procedures to set up a new Public Limited Company? Please give your answer in total elapsed days from the day the entrepreneur starts the Pre-registration Stage to the point at which the Registration Stage is complete. Please split your answer between the time taken to complete the Preregistration Stage (1) and the. Typical (days) (3) Minimum (days) (4) D.4. MANDATORY FINANCIAL COSTS (5) What is the total Mandatory Financial Cost (legally specified fees, charges and taxes) for an entrepreneur of complying with all of the mandatory procedures to set up a new Public Limited Company? Please base your answer on an entity with the legal minimum issued capital. Please split your answer between the cost of completing the and the. Typical (Euro) (3) Minimum (Euro) (4) D.5. MINIMUM CAPITAL What is the mandatory minimum (issued and paid-up) capital needed to register a new Public Limited Company? Minimum Issued Minimum Paid-up Capital (Euro) D.6. TIME AND COST OF MAJOR INDIVIDUAL PROCEDURES - How long does it take (in elapsed time) and what are the mandatory costs of completing each of the major individual procedures for setting up a new Public Limited Company listed below? If a particular procedure is not mandatory in your country, DO NOT complete that box. Typical Time (Days) Typical Cost (Euros) Formal business registration Confirmation of qualifications VAT registration Joining Chambers of Commerce Other fiscal requirements Other authorisations (please specify) Other mandatory procedures (please specify)

8 8 SECTION 1 E: BENCHMARKS - XXX (please specify ) In this section, you will make estimates of time, cost, and operational activities associated with the Pre-registration (1) and Registration Stages (2) of setting up a new XXX. All estimates should be based on the procedures identified in question E.1. E.1. MANDATORY PROCEDURES In your country, which procedures are mandatory for an entrepreneur to complete when setting up a new XXX? Please answer this question by completing the boxes in Appendix A, where lists of potential procedures are provided for the Preregistration (1) and Registration (2) stages. E.2. OPERATIONAL BENCHMARKS - To set up a new XXX : Pre-registration Stage How many different public and private bodies must an entrepreneur contact? (6) How many official forms and supporting documents must an entrepreneur provide? (7) How many official licences, approvals and confirmations of notifications are needed? (8) How many different public and private bodies are involved? (9) Registration Stage E.3. TIME How long does it take to complete all of the necessary mandatory procedures to set up a new XXX? Please give your answer in total elapsed days from the day the entrepreneur starts the Pre-registration Stage to the point at which the Registration Stage is complete. Please split your answer between the time taken to complete the and the. Typical (days) (3) Minimum (days) (4) E.4. MANDATORY FINANCIAL COSTS (5) What is the total Mandatory Financial Cost (legally specified fees, charges and taxes) for an entrepreneur of complying with all of the mandatory procedures to set up a new XXX? Please base your answer on an entity with the legal minimum issued capital. Please split your answer between the cost of completing the Pre-registration Stage (1) and the. Typical (Euro) (3) Minimum (Euro) (4) E.5. MINIMUM CAPITAL What is the mandatory minimum (issued and paid-up) capital needed to register a new XXX? Minimum Issued Minimum Paid-up Capital (Euro) E.6. TIME AND COST OF MAJOR INDIVIDUAL PROCEDURES - How long does it take (in elapsed time) and what are the mandatory costs of completing each of the major individual procedures for setting up a new XXX listed below? If a particular procedure is not mandatory in your country, DO NOT complete that box. Typical Time (Days) Typical Cost (Euros) Formal business registration Confirmation of qualifications VAT registration Joining Chambers of Commerce Other fiscal requirements Other authorisations (please specify) Other mandatory procedures (please specify)

9 9 SECTION II: PERFORMANCE DRIVERS F.1. MANAGEMENT PROCESSES To what extent does the principal organisation responsible for approving the registration of new business entities in your country make use of any of the following management processes? (Please tick all that apply.) The total elapsed time taken to register each new business entity is measured. Analyses of the time taken to register for new entities are regularly produced for internal use Analyses of the time taken to register new entities are published Targets are set for the time needed to register new entities Measures of performance against targets are produced regularly for internal use Measures of performance against targets are published Designated senior staff are accountable for ensuring that targets are achieved Plans have been drawn up to reduce the time taken to register new entities Plans to reduce the time needed to register new entities are publicly available Users of the registration process are consulted periodically on ideas to improve performance Salaries/bonuses of some senior staff depend on achieving targets F.2. ICT WITHIN GOVERNMENT In your country, how do official bodies responsible for approving the registration of new businesses make use of modern Information and Communication Technologies (ICT)? You may need to consult with colleagues in other official bodies to answer this question. (Please tick all that apply.) All records of existing entities are fully computerised Lists of all existing business names are fully computerised Entrepreneurs or their agents can access the entire list of business names electronically All requests for approval/registration of new entities are computerised All departments within organisations involved in approval have electronic access to all new registration requests All of the different public and private bodies involved in the approval process have electronic access to all new registration requests All communication within organisations involved in the approval process is done electronically All communication between different public and private bodies involved in approval takes place electronically F.3. METHODS OF REGISTRATION - Which of the following methods can be used to submit official documents to the body responsible for approving the registration of new business entities in your country? (Please tick all that apply.) By hand By fax By mail By electronic mail F.4A. ON-LINE REGISTRATION In your country is it possible to set up a new business entity using the Internet or similar forms of electronic communication? Take account of all of the mandatory procedures that must be completed during the Registration Stage, including notification of fiscal authorities and registration with Chambers of Commerce. (Please tick one box only.) Yes No (Finish) (Please move on to question F4b and F4c.)

10 10 F.4B. If NO to F4a In your country how much progress has been made to allow entrepreneurs to use the Internet to complete all of the mandatory procedures that must be completed during the Registration Stage? (Please tick one box only.) No specific action Pilot studies have been undertaken Limited information is available on-line Most information is available on-line Most information is available and it is possible to file some completed documents on-line F.4C. If NO to F4a In your country what are the principal obstacles to setting up a new business entity using the Internet or similar forms of communication? (Please tick all that apply.) Electronic signatures are not accepted legally for business registration Lack of investment by official bodies in ICT hardware and software Too many official bodies involved in the registration process Too many supporting documents required for business registration Lack of interest from entrepreneurs Other (Please specify ) G.1. Are there any other comments that you would like to include?

11 11 APPENDIX A: PRE-REGISTRATION STAGE MAIN MANDATORY PROCEDURES CHECKLIST Here is a list of procedures that might be mandatory for entrepreneurs to carry out during the Pre-registration Stage. For each type of business entity shown below, please tick the procedures that are mandatory in the Pre-registration stage in your country. (Please tick all that apply.) Procedure Individual Enterprise General Partnership Private Limited Co. Public Limited Co. Other Formal approval of proposed name Confirm skills/qualifications with authorities (if applicable to all new enterprises) Obtain certificate of no outstanding taxes Obtain certificate of good character (no criminal record, etc.) Obtain overall permit to conduct economic activity (if applicable to all new enterprises) Complete management training course (if applicable to all new enterprises) Registration of domicile of business Formal validation of signatures of representatives of the business Notary draws up (or confirms) formal deed of incorporation/partnership agreement/registration deed Founders (or advisers) draw up formal deed of incorporation/partnership agreement/registration deed Appoint Board Members/Manager Open bank account and deposit capital Obtain certificate from bank of capital deposited Audit report on deed of incorporation/foundation report or equivalent Create financial plan to show viability Hold statutory meetings (shareholders/ subscribers, approval of foundation report by board, etc.) Shares offered for subscription Lawyer or notary certifies documents for submission to registration authorities Prepare dossier for registration authorities OTHER (please specify)

12 12 OTHER (please specify) OTHER (please specify) OTHER (please specify) OTHER (please specify)

13 13 APPENDIX A: REGISTRATION STAGE MAIN MANDATORY PROCEDURES CHECKLIST Here is a list of procedures that might be mandatory for entrepreneurs or official bodies to carry out during the Registration Stage. For each type of business entity shown below, please tick the procedures that are mandatory in the Registration stage in your country. (Please tick all that apply.) Procedure Legal announcement in newspapers Submit registration dossier to one-stop-shop Seek approval for registration from Commercial Court/Court of First Instance or equivalent Seek approval from Companies Agency or equivalent Seek approval for registration from local/municipal authorities Seek approval for registration from central government Approval of name by official agency Register (notify) with Commercial Court/Trade Register/Companies Agency/Craft Register or equivalent Register with Trade Association/Chamber of Commerce Tax Office or equivalent stamps/certify company records or account books Publish registration in Official Journal or equivalent Apply for tax identification card/number Apply for opening licence from local/municipal authorities Obtain mandatory pension insurance Obtain mandatory civil insurance, e.g. employers, liability, product liability Notify Tax Office (all taxes) Notify Social Security Office or insurance fund Notify VAT Office Notify Business Tax Office Notify National Statistical Office Individual Enterprise General Partnership Private Limited Co. Public Limited Co. Other

14 14 Notify Ministry of Labour Notify local/municipal tax authorities Notify other local/municipal authorities of registration OTHER (please specify)

15 15 APPENDIX B: MAIN TYPES OF BUSINESS ENTITY Characteristics Individual Enterprise General Partnership Private Limited Company Public Limited Company - Owner has sole, personal responsibility for all business liabilities; - Liability is unlimited and extends to private assets; - Conducts general commercial activities. - Formed by two or more persons; - All partners are jointly and personally liable for the debts of the partnership; - Liability is unlimited and extends to personal assets; - Trading takes place under a common name; - Carries out general commercial activities with the purpose of engaging in trade or industry. - Incorporated legal entity; - Legal identity separate from & independent of owners or shareholders; - Liability to creditors is limited to the extent of the company s assets; - Liability of shareholders/owners is limited to the amount of capital contributed and subscribed for; - More than one shareholder; - Unable to raise any form of capital through public subscription or to be listed on a public capital market. - set up to trade actively (not dormant) Similar to a private limited company, but some important differences: - Can raise capital through public subscription and can be listed on public debt and equity markets; - No limits on numbers of shareholders; - Owners of the company hold shares Austria Einzelunternehmen OHG ( offene Handelsgesellschaft ) GesmbH ( Gesellschaft mit beschrankter AG ( Aktiengesellscaft ) Haftung ) Belgium Zelfstandige/Commercant SNC/VOF ( societe en nom collectif ) SPRL/BVBA ( societe de personnes a SA/NV ( Societe anonyme ) responsibilite limitee ) Denmark (description needed) (description needed) ApS ( Anpartsselikab ) A/S ( Aktieselskab ) Finland TMI AY Oy Oyj France Commercant societe en nom collectif SARL ( Societe a responsibilite limitee ) SA ( Societe anonyme ) Germany Einzelkaufmann OHG ( offene Handelsgesellschaft ) GmbH ( Gesellschaft mit beschrankter AG ( Aktiengesellscaft ) Haftung ) Greece (description needed) omorrythimi etaria EPE ( eteria periorismensis efthinis ) AE ( anonymos eteria ) Ireland Sole Trader General Partnership Ltd ( Limited company ) PLC (Public Limited Company) Italy Impresa individuale commerciale Snc ( societa in nome collectivo ) SrL ( societa a responsibilita limitata ) SpA Luxembourg (description needed) Senc ( societe en nom collectif ) SARL ( Societe a responsibilite limitee ) SA ( Societe anonyme ) Netherlands eemanszaak VOF ( vennootschap onder firma ) BV ( besloten vennootschap ) NV ( naamloze vennootschap ) Portugal Estabelecimento Individual SNC ( sociedate em Nome Colectivo ) Lda ( sociedade per quotas de responsabilidade limitada ) SA ( sociedade anonima de responsabilidade limitada ) Spain Empresario individual sociedad colectiva SL ( sociedad limitada ) SA ( sociedad anonima ) Sweden Enskild Naringsidkare handelsbolag AB ( Privat Aktiebolag ) AB ( Publikt Aktiebolag ) United Kingdom Sole Trader partnership Ltd ( Limited company ) PLC (Public Limited Company)