The rules governing businesses in the State of San Andreas: setting up and legal forms, employment and pay, accounting and tax, inspection, competition and penalties.
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7 chapters and general provisions · 86 articles
This is a translation of the Business Code written by the role-play community, provided for convenience. In case of discrepancy, the French version prevails.
This Business Code governs the activity of businesses, registered associations and other private-law legal entities, employment relationships, accounting and tax obligations, administrative audits and anti-competitive practices within the State of San Andreas.
This code applies without prejudice to the State Constitution, the Civil Code, the Code of Civil Procedure, the Penal Code and the Code of Criminal Procedure.
Where a breach also constitutes a criminal offence, administrative or civil proceedings do not preclude criminal proceedings.
Any business operating in the territory of San Andreas must be declared and registered before it begins operating, unless expressly exempted by law.
The State Government, and locally the municipal authorities where provided for by law or regulation, handle the registration, economic supervision and administrative control of businesses and establishments.
No business may be authorized, maintained or operated if its purpose is contrary to the law, public order, public safety or the fundamental interests of the State.
Every business must be declared to the competent authority before it opens.
The competent authority may refuse or suspend registration:
Every business must have a declared head office, which is its main administrative address, even if its activity is carried out at other sites.
The Government or the competent administration keeps a register of duly declared businesses, including at least their name, legal form, head office and the identity of their legal representative.
A legal entity is a legal person distinct from its members, partners or managers. It holds its own rights and obligations, within the limits set by law.
A company or registered association acquires legal personality from the date of its due registration with the government.
Until a business or association is duly registered, the persons acting on its behalf are personally and jointly liable for the obligations entered into.
Businesses may in particular adopt one of the following forms:
A sole proprietorship has no assets separate from those of its owner. The owner is personally liable for business debts with their own assets, unless otherwise provided by law.
An LLC is a company whose members' liability is limited to their contributions. It requires sufficient declared capital, written articles of association and a deed of incorporation validated by a lawyer.
A Corporation is a company whose capital is divided into shares. It has full legal personality and limited liability for its shareholders, and may, under the conditions set out in its articles of association, issue and transfer shares.
Government regulations may set a minimum capital for incorporation, depending on the legal form.
The absence of a minimum capital applies only to sole proprietorships, unless a special provision states otherwise.
Only companies whose legal form allows it may issue shares or similar securities.
The total or partial transfer of a business, of its shares or of its core assets must be recorded in writing, signed by the parties and validated by a lawyer.
Any transfer or succession must be declared to the competent authority in order to be enforceable against the administration and third parties.
Two or more companies may carry out a merger, an absorption or a combination of assets, subject to:
Every employer-employee relationship must be covered by a written employment contract.
The contract must be validated by a lawyer or drawn up from a previously validated model contract.
The employment contract must state at least:
The business keeps an internal register of its employees, stating their grade, duties and pay.
No one may be employed as an employee before reaching the age of sixteen.
Employing a person without a written contract or without proper entry in the internal register is a serious breach, punishable by an administrative fine and, where applicable, civil or criminal proceedings.
The permitted employment contracts are:
A fixed-term contract must state its length. It may not be used to permanently circumvent the existence of a permanent job.
The permanent contract remains the normal form of employment when the activity is stable and lasting.
The contract may provide for a probationary period of up to two weeks.
Employment relationships are based on loyalty, punctuality, compliance with lawful instructions, good conduct and respect for the hierarchy.
Unless there is a valid justification, an employee must work at least ten hours of actual work per week to be deemed to be performing their contract normally. This rule is expressly set out in the binder.
The employer must ensure reasonably safe working conditions and limit the risks to employees' health and safety.
Any form of harassment, insult, abusive psychological pressure or manifestly illegal instruction is prohibited. An employee may not be disciplined for refusing to carry out an illegal order.
Wages are freely set by the employer, subject to the contract, the absence of abuse and compliance with tax and social rules.
All work performed must be paid.
Wages and promised bonuses must be paid at least once a week, unless the contract provides more favorable terms or there is a duly justified, legitimate temporary impossibility.
The employer may provide for bonuses, commissions or profit-sharing, within the limits set by the contract, the internal rules and the financial health of the business.
Pay within businesses must comply with the sector caps set by this Code or by government regulation.
Any pay, bonus, commission, profit-sharing or disguised benefit intended to circumvent the authorized caps may be reclassified as accounting abuse, administrative fraud or concealment of profits
For businesses of the following types:
maximum pay is set:
For:
maximum pay is set:
Businesses engaged in:
are subject to special pay rules.
Maximum pay is set:
The owner of a business may choose between:
The owner's dividend:
The choice of pay method must be declared to the IRS.
It may not be changed during the month except with exceptional administrative authorization.
The employment contract ends through:
Dismissal may be ordered for misconduct, repeated inactivity, abandonment of post, serious breach of internal rules or illegal activity within or on behalf of the business.
An employee who considers their dismissal unfair may bring the matter before the competent civil court. Administrative or amicable mediation may be attempted beforehand.
Unless the contract provides otherwise, no paid leave or severance pay is due solely because the contract is terminated.
An individual may not hold more than two salaried jobs at the same time, unless a special exemption is granted by the competent authority.
No trade union or collective bargaining body is recognized by the State of San Andreas. Employment disputes are settled by contract, mediation or through the courts.
An association is a group of persons pursuing a common, non-profit purpose.
A registered association acquires legal personality from the date of its registration. An unregistered association exists de facto, but may only carry out the acts permitted without legal personality.
A registered association may:
An association may apply for a public grant if its activity is of general interest or of recognized public benefit. Such aid gives the State no ownership rights over the association.
Every business must keep honest accounts recording its income, expenses, costs, assets, pay and profits.
Contracts, payslips, returns, account books and supporting documents must be kept and presented to the competent administration in the event of an audit.
False accounting, deliberate concealment, refusal to produce mandatory documents or a false return expose the business and its managers to the penalties provided for by law.
Every business must close its accounts every Sunday by 23:30 at the latest.
The purpose of this weekly closing is to allow the IRS to carry out its audit, verification and taxation operations.
Every withdrawal, deposit, transfer, payment or financial movement made from a business's accounts must be identifiable, detailed and justified.
The administration may require any document or explanation that helps determine the real nature of the transaction.
Where there are serious indications that personal and business assets are being mixed, the IRS may require the owner, co-owner or manager to justify any personal financial transactions directly linked to the business's activity.
Every business must declare its profit and pay the taxes, duties or fees legally due.
The tax week runs from Monday 00:00 to Sunday 23:59, unless a special provision states otherwise.
The tax return must state at least:
Filing a tax return late or failing to file within the time allowed may lead to an administrative fine, a formal notice and then, if the failure persists, an administrative closure, a precautionary seizure or legal action.
The Internal Revenue Service of San Andreas, hereinafter the “IRS”, is the competent administrative authority for:
Every duly registered business is subject to weekly taxation calculated by the IRS.
Taxation takes place every Monday on the basis of the accounts closed the day before.
IRS taxation is calculated on the business's revenue, minus legitimately justified operating costs.
Deductible costs include in particular:
The following are not deductible:
Every new business is exempt from IRS taxation for the first two weeks following:
This exemption may be withdrawn in the event of fraud, concealment or the fictitious creation of activity.
Where IRS taxes are not paid before 20:00 on the Thursday following their issue, the IRS may apply:
Except in an emergency or obvious fraud, the IRS must first try to contact the business concerned.
The following business sectors are subject to the following weekly tax rates:
The rates may be changed by government decree or by a duly published regulation.
Company assets include all the funds, equipment, assets, means of production, accounts, receivables and resources belonging to the business.
Misuse of company assets is the use, by a manager or person in charge, of the business's funds or assets for personal purposes, for purposes unrelated to the company's interest, or for fraudulent or manifestly abusive purposes.
Where a person entrusted with a public mission embezzles funds, instruments or securities handed over to them by reason of their duties, the applicable civil, administrative and criminal penalties may be pursued cumulatively.
The IRS or any legally competent administrative authority is responsible for the tax, economic, social and administrative control of businesses and, where provided for by law, of other legal entities.
Inspectors may carry out on-site or desk audits, announced or unannounced, at business premises, at the head office or at any declared place of operation.
During an audit, the inspector may:
An inspection may not be turned into a disguised criminal search. Where a criminal offence outside the administrative scope is discovered, the inspector refers it to the district attorney's office or the competent authority.
Refusing an audit, obstructing an inspection, concealing documents or unlawfully resuming activity despite an administrative closure are serious breaches, punishable by a fine, administrative closure and, where applicable, referral for criminal proceedings.
A precautionary administrative closure may be ordered where the situation presents a serious risk to health, safety, the legality of the activity or economic honesty. It must be reasoned, notified, and referred without delay to the supervisory authority or the competent court.
In the event of:
the IRS may impose:
Penalties must be proportionate to the seriousness of the facts established.
Any practice whose purpose or effect is to seriously distort competition, lock up a market, prevent a competitor from entering it, or abuse a dominant position is prohibited.
The following are prohibited in particular:
The control or management of several competing businesses in the same market by a single natural or legal person may be prohibited or made subject to prior authorization if it seriously compromises fair competition.
Insider trading is defined as the fraudulent use of non-public information, obtained by reason of a position, privileged access or a scheme, in order to make a profit, avoid a loss or unduly favor a third party.
Any person harmed by an anti-competitive practice may bring the matter before the competent civil court, without prejudice to any administrative or criminal penalties incurred.
Breaches of this code may, depending on their nature and seriousness, lead to:
Administrative penalties must be reasoned, proportionate and notified to the person concerned.
Where the same act constitutes an administrative breach, a civil wrong and a criminal offence at the same time, the various actions may be brought concurrently in accordance with the rules of jurisdiction.
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