What organizational and legal forms exist. What is the organizational and legal form of a legal entity, the concept and types of opf ​​enterprises. OPF of economic entities that are legal entities-non-profit organizations

The organizational and legal form of the enterprise fixes the property and the nature of its use, from which subsequently follows and legal status organizations.

Thus, organizationally legal forms enterprises define legal position and character entrepreneurial activity.

In our country, there is a classifier of organizational and legal forms (OKOPF), according to which each form is assigned a digital code.

Classification and types of organizational and legal forms

Depending on the nature of the enterprise, OPF can be divided into:

• commercial organizations (enterprises);
• non-profit organizations;
• organizations without forming a legal entity;
• state and municipal organizations;
• state and unitary enterprises.

At this time, there are four types of organizational and legal forms for enterprises conducting commercial activities:

1. partnerships;
2. society;
3. joint stock companies;
4. unitary enterprises.

For non-profit organizations:

• consumer cooperatives;
• public associations, movements and organizations;
• foundations and non-profit partnerships;
• partnerships (gardening, summer cottages, homeowners);
• associations and unions;
• non-profit organizations of an autonomous type.

For enterprises that do not form a legal entity, the following types of OPF are provided:

• PIFs - mutual funds;
• simple partnerships;
• branches, representative offices;
• individual entrepreneurship;
• farm (peasant) economy.

Criteria for choosing an organizational and legal form

In addition to the nature of the main activity of the enterprise, a number of other factors also affect the choice of the organizational and legal form. Among the most significant are:

• organizational and technical;
• social and economic.

In the first case, the choice of the form is carried out based on the number of founders and their characteristics, the scope of commercial activity, the nature and novelty of the product being produced, in the second - the volumes start-up capital and personal characteristics of both the entrepreneur himself and his team.

In addition, the choice of the form of the enterprise is also limited by the current legislation. So, for example, commercial organizations that have the status of a legal entity have the opportunity to be created only in the form of a partnership of any type, society (with limited liability, open, closed type).

The scale of the enterprise is also important. So, for small businesses small and medium-sized businesses, it is optimal to make a choice in favor of a closed joint-stock company. In this case, the sale of shares is carried out only within a narrow circle of people, as a rule, the founders of the company. An open type of company implies the possibility of selling shares to a wide range of people. This type of organizational and legal form is beneficial for a large-scale enterprise with a wide branch network, for example, large banks of the country.

Also, when choosing the form of an enterprise, the size of the authorized capital is also important. So for a close corporation it is 100 units of the minimum wage, for an open joint-stock company - 1000 units of the minimum wage.

The system of organizational and legal forms of economic activity used today in Russia, introduced mainly, includes 2 forms of entrepreneurship without the formation of a legal entity, 7 types of commercial organizations and 7 types of non-profit organizations.

Entrepreneurial activity unincorporated can be carried out in the Russian Federation both by individual citizens (individual entrepreneurs), and within the framework of a simple partnership - an agreement on joint activities individual entrepreneurs or commercial organizations. As the most significant features of a simple partnership, one can note the joint and several liability of the participants for all common obligations. Profit is distributed in proportion to the contributions made by the participants (unless otherwise provided by the contract or other agreement), which are allowed not only tangible and intangible assets, but also inseparable personal qualities participants.

Figure 1.1. Organizational and legal forms of entrepreneurship in Russia

Legal entities are divided into commercial and non-commercial.

Commercial organizations are called that pursue profit as the main goal of their activities. According to them, they include business partnerships and societies, production cooperatives, state and municipal unitary enterprises, this list is exhaustive.

Non-profit organizations are considered for which making profit is not the main goal and do not distribute it among the participants. These include consumer cooperatives, community and religious organizations, non-profit partnerships, foundations, institutions, autonomous non-profit organizations, associations and unions; this list, unlike the previous one, is open.

Let's take a closer look at commercial organizations.

1. Partnership.

A partnership is an association of persons created to carry out entrepreneurial activities. Partnerships are created when 2 or more partners decide to participate in the organization of the enterprise. An important advantage of the partnership is the ability to attract additional capital. In addition, the presence of several owners allows for specialization within the enterprise based on the knowledge and skills of each of the partners.

The disadvantages of this organizational and legal form are:

Each of the participants bears equal material responsibility regardless of the size of his contribution;

The actions of one of the partners are binding on all the others, even if they do not agree with these actions.

Partnerships are of 2 types: full and limited.

Full partnership- this is such a partnership, the participants of which (general partners), in accordance with the contract, are engaged in entrepreneurial activities on behalf of the partnership and jointly and severally bear subsidiary liability for its obligations.

The pooled capital is formed as a result of contributions made by the founders of the partnership. The ratio of the participants' contributions determines, as a rule, the distribution of the partnership's profits and losses, as well as the rights of the participants to receive part of the property or its value upon retirement from the partnership.

A general partnership does not have a charter, it is created and operates on the basis of a memorandum of association signed by all participants. The agreement contains information obligatory for any legal entity (name, location, procedure for joint activities of participants to create a partnership, conditions for transferring property to it and participation in its activities, procedure for managing its activities, conditions and procedure for distributing profits and losses between participants, procedure for withdrawing participants from its composition), as well as the size and composition of the contributed capital; the size and procedure for changing the shares of participants in the contributed capital; size, composition, timing and procedure for making deposits; liability of participants for violation of obligations to make contributions.

Simultaneous participation in more than one full partnership is prohibited. A participant does not have the right, without the consent of the other participants, to make transactions on his own behalf that are similar to those that constitute the subject of the partnership. By the time of registration of the partnership, each participant is obliged to make at least half of his contribution to the pooled capital (the rest is made within the terms established by the memorandum of association). In addition, each partner must participate in his activities in accordance with the memorandum of association.

Management of the activities of a full partnership carried out by common agreement of all participants; each participant has, as a rule, one vote (the memorandum of association may provide for a different procedure, as well as the possibility of making decisions by a majority vote). Each participant has the right to familiarize himself with all the documentation of the partnership, and also (unless the agreement establishes another way of doing business) to act on behalf of the partnership.

The participant has the right to withdraw from the partnership established without specifying the term, having declared his intention at least 6 months in advance; if the partnership is created for a certain period, then refusal to participate in it is allowed only for a good reason. At the same time, it is possible to exclude one of the participants in court by unanimous decision of the other participants. The retired participant, as a rule, is paid the value of a part of the partnership's property, corresponding to his share in the contributed capital. Shares of participants are inherited and transferred in the order of succession, but the entry of the heir (successor) into the partnership is carried out only with the consent of other participants. Finally, it is possible to change the composition of partners by transferring one of the participants (with the consent of the others) his share in the pooled capital or part of it to another participant or a third party.

Due to the extremely strong interdependence of a general partnership and its participants, a number of events affecting the participants can lead to the liquidation of the partnership. For example, a participant's exit; death of a participant - an individual or liquidation of a participant - a legal entity; appeal by the creditor of any of the participants in the collection on part of the property of the partnership; opening of reorganization procedures against a participant by a court decision; bankruptcy of the participant. However, if this is stipulated by the memorandum of association or the agreement of the remaining participants, the partnership can continue its activities.

A general partnership can be liquidated by a decision of its participants, by a court decision in violation of the requirements of the law and in accordance with the bankruptcy procedure. The basis for the liquidation of a full partnership is also a decrease in the number of its participants to one (within 6 months from the date of such a decrease, this participant has the right to transform the partnership into a business company).

Limited partnership(limited partnership) – differs from the full one in that, along with general partners, it includes contributors (limited partners) who bear the risk of losses in connection with the activities of the partnership within the amount of their contributions.

The basic principles of formation and functioning here are the same as for a full partnership: this applies both to the contributed capital and to the position of general partners. The Civil Code of the Russian Federation prohibits any person from being a full partner in more than one limited or full partnership. The Memorandum of Association is signed by the general partners and contains all the same information as in a full partnership, as well as data on the aggregate amount of limited partners' contributions. The management procedure is the same as in a full partnership. Limited partners do not have the right to interfere in any way in the actions of general partners in the management and conduct of the partnership's affairs, although they can, by proxy, act on its behalf.

The only duty of the limited partner is to contribute to the contributed capital. This provides him with the right to receive a part of the profit corresponding to his share in the contributed capital, as well as to familiarize himself with the annual reports and balance sheets. Limited partners have an almost unlimited right to withdraw from the partnership and receive a share. They may, regardless of the consent of other participants, transfer their share in the contributed capital or part of it to another limited partner or a third party, and the participants in the partnership have the pre-emptive right to purchase. In the event of the liquidation of the partnership, the limited partners receive their contributions from the property left after the satisfaction of the creditors' claims, first of all (the general partners participate in the distribution of only the property left after that, in proportion to their shares in the contributed capital on an equal basis with the depositors).

The liquidation of a limited partnership occurs on all grounds of liquidation of a full partnership (but in this case, the retention of at least one full partner and one investor in its composition forms a sufficient condition for the continuation of activities). An additional reason is the retirement of all investors (the possibility of converting a limited partnership into a full partnership is allowed).

2. Society.

There are 3 types of companies: limited liability companies, additional liability companies and joint stock companies.

Limited Liability Company (LLC)- a company, the authorized capital of which is divided into shares determined by the constituent documents; LLC participants are not liable for its obligations and bear the risk of losses associated with its activities, within the value of their contributions.

The authorized capital reflects the fundamental difference between business entities in general and LLCs in particular: for this type of organization, minimum size property that guarantees the interests of their creditors. If at the end of the second or any subsequent financial year, the value of the net assets of the LLC is lower than the authorized capital, the company is obliged to declare a decrease in the latter; if the specified value becomes less than the minimum specified by law, then the company is subject to liquidation. Thus, the authorized capital forms the lower permissible limit of the company's net assets, which guarantee the interests of its creditors.

There may be no constituent agreement at all (if the company has one founder), and the charter is mandatory. These two documents have qualitatively different functions: the contract mainly fixes the relationship of the participants, and the charter - the relationship of the organization with the participants and third parties. One of the main tasks of the charter is to fix the authorized capital as a measure of the company's responsibility to third parties.

The authorized capital of an LLC, which is made up of the value of the contributions of its participants, must, according to the Law of the Russian Federation "On Limited Liability Companies", be at least 100 times the minimum wage. By the time of registration, the authorized capital must be paid at least half, the remaining part is payable during the first year of the company's activity.

The supreme body of the LLC is general meeting its participants(in addition, an executive body is created to carry out the day-to-day management of the activity). The Civil Code of the Russian Federation includes the following issues within its exclusive competence:

Changing the charter, including changing the size of the authorized capital;

Formation of executive bodies and early termination of their powers:

Approval of annual reports and balances, distribution of profits and losses;

Election of the Audit Commission;

Reorganization and liquidation of the company.

An LLC participant can sell his share (or part of it) to one or more participants. It is also possible to alienate a share or part of it to third parties, if this is not prohibited by the charter. Members of this company have a pre-emptive right to purchase (as a rule, in proportion to the size of their shares) and can exercise it within 1 month (or another period established by the participants). If the participants refuse to acquire a share, and the charter prohibits the sale of it to third parties, then the company is obliged to pay the participant its value or give him property corresponding to its value. In the latter case, the company must then either sell this share (to participants or third parties), or reduce its authorized capital.

A participant has the right to withdraw from the company at any time, regardless of the consent of other participants. In this case, he is paid the value of a part of the property corresponding to his share in authorized capital... Shares in the authorized capital of an LLC can be transferred by inheritance or succession.

The reorganization or liquidation of an LLC is carried out either by the decision of its participants (unanimous), or by a court decision in case of violation by the company of the requirements of the law, or as a result of bankruptcy. The basis for making these decisions may be, in particular:

Expiration of the term specified in the constituent documents;

Achievement of the goal for which the society was created;

Recognition by the court of the registration of the company as invalid;

Refusal of participants to reduce the authorized capital in case of incomplete payment during the first year of the company's activity;

Decrease in the value of net assets below the minimum allowable amount of the authorized capital at the end of the second or any subsequent year;

Refusal to transform an LLC into a JSC if the number of its participants has exceeded the statutory limit and has not decreased to this limit during the year.

Additional liability companies.

Members of a company with additional liability are liable with all their property.

Joint stock companies.

Recognizes as a joint-stock company such a company, the authorized capital of which is divided into a certain number of shares, and its participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the shares they own.

Open JSC a company is recognized whose members can alienate their shares without the consent of other shareholders. V closed JSC there is no such possibility and shares are distributed among its founders or other predetermined circle of persons.

The centuries-old history of the development of this institution has developed two main areas of ensuring the rights of JSC partners to safely conduct business: property guarantees and constant control over the activities of the JSC administration, based on the appropriate system of procedures and information openness.

The authorized capital serves as a tool for securing property guarantees in relations with JSCs. It is made up of the par value of shares acquired by the participants and determines the minimum size of the JSC's property that guarantees the interests of its creditors. If at the end of any financial year, starting from the second, the value of the net assets of the JSC turns out to be less than the authorized capital, the latter must be reduced by an appropriate amount. Moreover, if the specified cost becomes less than the minimum acceptable size authorized capital, such a company is subject to liquidation.

A contribution to the property of a JSC can be money, securities, other things or property rights, or other rights that have a monetary value. At the same time, in cases stipulated by law, the assessment of participants' contributions is subject to an independent expert review. This requirement brings Russian legislation to the rules developed in other countries to combat dishonest methods in the formation of the authorized capital.

The minimum authorized capital of a JSC is 1000 times the minimum monthly wage (as of the date of submission of constituent documents for registration).

JSCs can only issue registered shares.

The emergence board of directors in the management system pursues a single goal - to protect the interests of the participants in society in the context of the isolation of the management function. It is the selection of some of the participants as managers or the emergence of hired managers that can lead to a discrepancy between the direction of the society's activities and the views on this issue of the other participants who do not perform managerial functions. The general meeting is an ideal tool in this regard, but the more participants there are in the community, the more difficult it is to bring them all together. This contradiction is resolved by creating a special body consisting of shareholders (or their representatives), endowed with all the powers that the general meeting considers necessary not to be included in the competence of the board, but is not able to implement itself. Such a body, formed in the form of a board of directors or a supervisory board, should be in the structure of any company with a sufficiently large number of participants, regardless of its specific type.

According to the board of directors (supervisory board) is created in JSCs, which include more than 50 members; this means that in a JSC with a smaller number, such a body is created at the discretion of the shareholders. The board of directors has not only control but also administrative functions, being supreme body companies in the period between general meetings of shareholders. Its competence includes the solution of all issues of JSC activities, except for those that are attributed to the exclusive competence of the general meeting.

3. Production cooperative.

Defined in the Russian Federation as a voluntary association of citizens on the basis of membership for a joint economic activity based on their personal participation and the pooling of property shares.

The property transferred as share contributions becomes the property of the cooperative, and part of it can form indivisible funds - after that the assets can decrease or increase without being reflected in the charter and without notifying creditors. Naturally, such uncertainty (for the latter) is compensated by the subsidiary liability of the members of the cooperative for its obligations, the size and conditions of which must be established by law and the charter.

Of the management features in production cooperative it is worth noting the principle of voting at the general meeting of participants, which is the supreme governing body: each participant has one vote, regardless of any circumstances. Executive bodies are board or chairman , or both together; if the number of participants is more than 50, a supervisory board can be created to control the activities of the executive bodies. Among the issues within the exclusive competence of the general meeting, in particular, is the distribution of profits and losses of the cooperative. Profit is distributed among its members in accordance with their labor participation in the same way as property in the event of its liquidation, remaining after the satisfaction of creditors' claims (this procedure can be changed by law and the charter).

A cooperative member can voluntarily withdraw from it at any time; at the same time, it is possible to exclude a participant by a decision of the general meeting. The former participant has the right to receive, after the approval of the annual balance sheet, the value of his share or the property corresponding to the share. The transfer of a share is allowed to third parties only with the consent of the cooperative, and other members of the cooperative have in this case the pre-emptive right to purchase; the organization, in the event other participants refuse to purchase (with a ban on its sale to third parties), is not obliged to buy out this share itself. Similarly to the procedure established for LLC, the issue of inheritance of a share is also resolved. The procedure for levying execution on a share of a participant for his own debts - such collection is allowed only if there is a lack of other property of this participant, but it cannot be levied on indivisible funds.

Liquidation of a cooperative is carried out on traditional grounds: a decision of a general meeting or a court decision, including due to bankruptcy.

The initial contribution of a cooperative participant is set at 10% of his share contribution, the rest is paid in accordance with the charter, and in the event of bankruptcy, it may be necessary (also in accordance with the charter) to make limited or unlimited additional payments.

Cooperatives can carry out entrepreneurial activity only insofar as it serves to achieve the goals for which they were created and corresponds to these goals (public and religious organizations, foundations, non-profit partnerships and autonomous non-profit organizations have the same rights in this regard; institutions have the right to engage entrepreneurship is not recorded, although there is no direct prohibition).

4. State and municipal UP.

To state and municipal unitary enterprises(UE) includes enterprises that are not endowed with the ownership of the property assigned to them by the owner. This property is in state (federal or federal subjects) or municipal property and is indivisible. There are two types of unitary enterprises:

1) based on the right of economic management (they have broader economic independence, in many respects act as ordinary commodity producers, and the owner of the property, as a rule, is not responsible for the obligations of such an enterprise);

2) based on law operational management(state-owned enterprises); in many ways resemble enterprises in a planned economy, the state bears subsidiary responsibility for their obligations in the event of insufficient property.

The charter of a unitary enterprise is approved by the authorized state (municipal) body and contains:

· The name of the enterprise with an indication of the owner (for state-owned - with an indication that it is state-owned) and location;

· The procedure for managing activities, the subject and objectives of the activity;
· The size of the authorized fund, the procedure and sources of its formation.

The authorized capital of a unitary enterprise is fully paid by the owner prior to state registration. The size of the authorized fund is not less than 1000 minimum monthly wages as of the date of submission of documents for registration. If the value of net assets at the end of the financial year is less than the size of the authorized capital, then authorized body is obliged to reduce the authorized capital, about which the company notifies the creditors. A unitary enterprise can create subsidiary UE by transferring part of the property to them for economic management.

Knowledge of what the organizational and legal forms of a legal entity are, will be needed first of all for those who decided to open their own business. Having received information about what they are like for a future businessman, it is easier to determine which form is suitable for him to create his own company.

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Before choosing an organizational and legal form, it is necessary to decide on the following questions:

1. How will the company be financed? Will it be necessary to attract investors or will only the owner invest in the company.
2. Does the owner want to run the business on his own or hire a director, accountant and other employees?
3. How big will the business be, what is the expected monthly and annual turnover?
4. Which settlement with counterparties is preferred: cash or non-cash?
5. Is it possible to sell the business in the future?

The form of doing business depends on the solution of these issues, as well as the number of reporting forms and the frequency of their delivery.

What is the organizational and legal form of an enterprise

Before proceeding to the consideration of organizational and legal forms, it is necessary to understand what it is.

Organizational and legal forms of a legal entity (OPF) are forms of activity that are directly enshrined in the legislation of the country and determine the rights, obligations and procedure for disposing of the assets of a legal entity.

The main criteria by which legal entities are classified are:

• Objectives of the activity.
• Forms of ownership.
• Participant rights.
• The composition of the owners.

The Civil Code of the Russian Federation includes two main forms of doing business:

• Commercial companies. The main goal that they pursue in the course of their activities is to get profit, which the owners of the company distribute among themselves.
• Non-profit organizations. They are not created to make a profit, but if the profit does arise, then it is not distributed among the founders, but is spent on statutory goals.

Classification of commercial organizational and legal forms

Organizational and legal forms of commercial organizations, in turn, are also divided into several types:

• Business partnerships - there are full and based on faith (Articles 69.82 of the Civil Code of the Russian Federation). The difference between them is in the degree of responsibility of the comrades (participants). In a complete society, they are responsible for the obligations of the society with all their property, and in a faith-based (limited) society - only within the limits of their contributions.
• Business companies (Articles 87, 96 of the Civil Code of the Russian Federation) - joint stock companies (JSC). The capital of an LLC consists of the contributions of the participants and is divided into shares, and in a JSC the capital is divided into a certain amount of shares.
• Production cooperatives (Article 106.1 of the Civil Code of the Russian Federation) - citizens unite in such organizations voluntarily on the basis of membership and share contributions. Such cooperatives are based on the personal labor of their members.
• Business partnership - it is quite rare and is practically not mentioned in the Civil Code of the Russian Federation, it is regulated by a separate law No. 380-FZ.
• Peasant economy (Article 86.1 of the Civil Code of the Russian Federation) - an association of citizens for Agriculture... Based on their personal participation in business and property contributions.

Commercial structures in accordance with Art. 113 of the Civil Code of the Russian Federation also includes unitary organizations, which are of two types:

• state;
• municipal.

Important! The property of unitary enterprises is recognized as indivisible and cannot be distributed in the event of their liquidation.

Classification of forms of non-profit organizations

Organizational and legal forms of non-profit organizations presuppose that the monetary profit received in the course of their activities is used to implement the statutory goals and objectives, often these are social, educational or humanitarian goals. Non-profit organizations have the great advantage of being exempt from most taxes. Businessmen readily use this.

It is beneficial to establish non-commercial forms of organization in the fields of education, the media, and communities of interest. They are such widows:

• A consumer cooperative (Art. 123.2 of the Civil Code of the Russian Federation) is not a compulsory association of people and their property for the implementation of entrepreneurial activity, joint projects.
• Public and religious organizations (Articles 123, 26, 123.4 of the Civil Code of the Russian Federation) are a united group of people who, at their own will, united to meet non-material needs (for example, spiritual, political, professional, etc.).
• Fund (123.17 of the Civil Code of the Russian Federation) - has no membership, an organization established by legal entities and / and citizens, which exists thanks to voluntary contributions. Such an organization can only be liquidated by a court decision. May have goals: charitable, cultural, social, educational.
• The Association of Real Estate Owners (Art. 123.12) - unites the owners of apartments and other buildings, including dachas and land plots that are in common use.
• Association and Union - based on membership, created to represent common interests, including public benefit and professional.
• Cossack societies are regulated by separate legislation (No. 154-FZ). Designed for voluntary service.
• Communities of the indigenous peoples of the Russian Federation small numbers(Article 123.16 of the Civil Code of the Russian Federation) - such communities are created in order to protect the original habitat and preserve the traditions of nationalities.
• Institutions (Art. 123.21 of the Civil Code of the Russian Federation) - are created for managerial, social or cultural purposes.
• Autonomous non-profit organizations (Article 123.24 of the Civil Code of the Russian Federation) - involves the provision of services in the field of education. medicine, culture, science, etc.

All information about each of the forms of management, as well as their pros and cons, we systematized in the table:

OPF name	Short title	Definition
Commercial organizations		Organizations whose main goal is to make a profit and distribute it among the participants
Business partnerships		Commercial organizations in which contributions to the pooled capital are divided into shares of the founders
Full partnership	PT	A partnership, the participants of which (general partners) on behalf of the partnership are engaged in entrepreneurial activities and are responsible for its obligations not only by their contributions to the joint venture capital, but also by their property
Fellowship on Faith	TNV	A partnership in which, along with general partners, there is at least one participant of another type - a contributor (limited partner), who does not participate in entrepreneurial activities and bears risk only within the limits of his contribution to the TNV pooled capital
Business companies		Commercial organizations in which contributions to the authorized capital are divided into shares of the founders
Limited liability company	OOO	A business company whose members are not responsible for its obligations and bear the risk only within the limits of their contributions to the authorized capital of the LLC
Additional liability company	ODO	A business company, the participants of which jointly bear subsidiary (full) liability for its obligations with their property in the same multiple for all to the value of their contributions to the authorized capital of the ALC
Public corporation	OJSC	A business company, the authorized capital of which is divided into a certain number of shares, the owners of which can alienate their part without the consent of other shareholders. Shareholders bear risk only to the extent of the value of their shares
Closed joint stock company	Company	Joint-stock company, the shares of which are distributed only among its founders or other predetermined circle of persons. The shareholders of a CJSC have a preemptive right to purchase shares sold by other shareholders. Shareholders bear risk only up to the value of their shares
Subsidiary business company * (subspecies of business company, not OPF)	DRL	A business company is recognized as a subsidiary if the decisions it makes, due to one circumstance or another, are determined by another business company or partnership (predominant participation in the authorized capital, according to an agreement or otherwise)
Dependent business company * (subspecies of business company, not OPF)	ZHO	A business company is recognized as dependent if another company has more than 20% of the voting shares of a joint stock company or more than 20% of the authorized capital of a limited liability company (LLC)
Production cooperatives		Voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and the consolidation of property shares by its members (to the cooperative's mutual fund)
Agricultural artel (collective farm)	SPK	A cooperative established for the production of agricultural products. Provides for 2 types of membership: a member of the cooperative (works in the cooperative and has the right to vote); associate member (has the right to vote only in certain cases stipulated by law)
Fishing artel (collective farm)	PKK	A cooperative established for the production of fish products. Provides for 2 types of membership: a member of the cooperative (works in the cooperative and has the right to vote); associate member (the right to vote is vested only in certain cases stipulated by law)
Cooperative farm (cooperative farm)	SKH	A cooperative created by the heads of peasant farms and (or) citizens running personal subsidiary plots for joint activities for the production of agricultural products based on personal labor participation and the combination of their property shares (land plots of peasant farms and private farms remain in their ownership)
Unitary enterprises		An enterprise that is not endowed with the right of ownership to the property assigned to it by the owner is recognized as unitary. Only state and municipal enterprises can be unitary
State (treasury) enterprise	GKP	A unitary enterprise based on the right of operational management and created on the basis of property in federal (state) ownership. The state-owned enterprise is created by the decision of the Government of the Russian Federation
Municipal enterprise	MP	A unitary enterprise based on the right of economic management and created on the basis of state or municipal property. Created by the decision of the authorized government body or local government
Peasant (farm) economy* (not OPF)	KFH	The legal form of the organization of agricultural production, the head of which from the moment of its state registration is recognized individual entrepreneur, endowed with the right to make all decisions on its management, bears full responsibility for its obligations. Within the framework of a peasant farm, its members consolidate their property, take part in its activities by personal labor. For the obligations of the peasant farm, its members are liable within the limits of their contributions
Non-profit organizations		Organizations that do not pursue the goal of making a profit and do not distribute the received profit among the participants
Consumer cooperative	PC	Voluntary association of citizens and legal entities on the basis of membership in order to satisfy the material and other needs of the participants, carried out by combining property shares by its members. Provides for 2 types of membership: a member of the cooperative (with the right to vote); associate member (has the right to vote only in certain cases stipulated by law)
Public and religious organizations		Voluntary association of citizens on the basis of a community of interests to meet spiritual or other non-material needs. Has the right to carry out entrepreneurial activity only to achieve the goals of the organization. Participants do not retain ownership of the property transferred to the organization
Foundations		A non-membership organization established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The right to engage in entrepreneurial activities to achieve their goals (including through the creation of business entities and participation in them)
Institutions		An organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part
Associations of legal entities		Associations (unions) created by legal entities in order to coordinate entrepreneurial activities and protect their property interests. The members of the association retain their independence and the rights of a legal entity.

Which OPF to choose

The most common forms of management are LLC and JSC.

Limited Liability Company LLC

The organizational and legal form of LLC is a company whose capital consists of the contributions of its members; they do not bear the risk of losses associated with activities in the amount of their contributions.

Advantages:

• It is easier to create an LLC than other OPF of legal entities.
• The liability of the founders is limited to the amount of their contributions.
• The minimum amount of the authorized capital provided by the law is relatively small.
• How legal entities LLC can use bank loans, while their conditions are more beneficial than for.
• By choosing special forms taxation LLC can operate without an accounting report (or keep it simplified) and pay taxes on.
• Selling a business is very simple, just change the composition of the founders.

Disadvantages:

• Difficult to resolve disagreements between several founders are not excluded.
• More finance is needed to create an LLC than for an individual entrepreneur.
• Closing an LLC is more difficult than an individual business (IE), often it takes more than one month.
• Important decisions require the consent of all founders.

Limited Liability Companies are suitable for medium-sized companies planning high turnover on a bank account and raising debt capital.

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Joint Stock Company (JSC)

According to the Civil Code of the Russian Federation, the joint-stock company has an authorized capital, which is divided into a certain number of shares. Each shareholder has the right to count on receiving dividends and participating in the management of the company.

AO must necessarily maintain accounting statements, while it should be published in the public domain. Each issue of shares is registered in a special register. There is also a need to maintain a register of shareholders. A JSC must have a qualified lawyer and accountant to monitor any changes in legislation, in order to avoid violations, because this promises large fines.

JSC is in a more protected position from raider seizures than LLC. Withdrawal from the founders of a joint-stock company is simple - you need to sell your shares.

This form of management is suitable for large business - manufacturing and construction companies, banks and financial institutions.

Individual entrepreneurship

You can do business without forming a legal entity. This form of economic activity includes individual entrepreneurship (IP). This form activity is simple and beneficial for small and medium-sized businesses.

Private entrepreneurship has its advantages and, of course, disadvantages that you need to know and take into account:

IP advantages:

• Easier than or rather than other forms of doing business.
• Opening an IP involves minimal costs.
• Accounting is not required or assumes a simplified form.
• The tax can be paid by.
• There is only one business owner - the entrepreneur.

Disadvantages:

• The owner is absolutely responsible for all of his property.
• It is difficult for individual entrepreneurs to take out a loan for a business.
• Legal consolidation or separation of capital between partners is difficult to accomplish.
• It is often necessary to pay taxes even when the activity is not carried out or results in losses.
• Some contractors prefer to work with legal entities.

This form of activity is dominated by market traders, small shops, salons for the provision of any services to the public (for example, hairdressing salons) or online stores.

Changes made to the Civil Code of the Russian Federation, affecting the organizational and legal forms

On September 1, 2014, there were major changes in Civil Code RF, which significantly changed the classification of the OPF:

• Now there are no additional liability companies. Their creation is no longer allowed in accordance with the requirements of Art. 66 of the Civil Code of the Russian Federation.
• No significant changes have been made to the LLC, now this company is merged with the ALC.
• New concepts have appeared: unitary and corporate enterprises... In corporate founders can participate in management and be elected to governing bodies (for example, LLC, JSC, etc.) In unitary ones - the founder is the state or municipality (GUP, MUP).
• Closed and open joint stock companies were replaced by public (PJSC) and non-public (JSC).

Joint-stock companies that exist as closed and open companies should not re-register OPF under the new rules. At the same time, when you first make changes to constituent documents they must be brought in line with the new norms of the Civil Code.

The most popular form of business, LLC, remained unchanged.

Information about OPF and changes in legislation related to the creation of enterprises of various forms of ownership must be owned in order to choose an organizational and legal form of activity that is profitable for you.

When entrepreneurs choose the organizational and legal form of their enterprise, most often they create an LLC or formalize an individual entrepreneur. But there are other options as well. How to choose the right form for a new organization in 2018.

Read in our article:

What is meant by the organizational and legal form of a legal entity

To a person who rarely comes across legal terminology, the expression "organizational and legal form of an enterprise" may seem cumbersome and awkward. This expression, he thinks, refers to large enterprises having some kind of special status. But we can talk about an ordinary LLC. So what is it?

The organizational and legal form of an enterprise is the legal foundation of entrepreneurial activity. It is a system that:

• determines who and how will lead the organization;
• sets limits of liability;
• predetermines the rules for making transactions and other aspects of economic activity.

For example, in an LLC or JSC, the business is managed by a general meeting of owners. Management issues are decided by general manager- within the framework of the powers that are defined in the law and the charter. In particular, the meeting must agree to certain transactions. And in a simple partnership, each of the participants in the organization has the right to conduct business, unless otherwise stipulated during its creation.

• commercial and non-commercial - according to the purpose of creation ();
• unitary and corporate - by the way of management ().

Before registering a company, the founders decide what it is created for - to make a profit or for other purposes. If the choice is in favor of the financial component, then the organization will be classified as commercial. And if the main goal of the activity is not to make a profit, then the choice must be made from the list of non-commercial forms.

What types of organizational and legal forms of enterprises are identified in the law

Let us analyze what organizational and legal forms the law divides organizations into.

What organizational forms are non-profit

1. Consumer cooperative. This is a voluntary association of people and their property for the implementation of joint projects. They are met quite often: for example, these are GSK, ZhSK, OVS.
2. Public and religious organizations. They represent an association of citizens with the aim of satisfying spiritual or other needs not related to financial side life (political, for example).
3. Foundations. Such an organization exists on voluntary contributions from citizens and legal entities and has no membership. They are created to achieve socially useful goals: educational, charitable, cultural and others.
4. Association of Real Estate Owners. TSN is based on the association of owners of apartments, summer cottages, land plots, other real estate that TSN members share.
5. Associations (unions). They are created to achieve the common goals of citizens or legal entities.
6. Institutions. The owner chooses this form for the implementation of non-commercial functions, and he also finances the organization. At the same time, an institution is the only type of non-profit organization that has property on the basis of operational management.
7. There are other, less common organizational and legal forms of enterprises: for example, Cossack societies or communities of indigenous peoples of the peoples of the Russian Federation of small numbers.

Organizational and legal forms of commercial enterprises: what is it

Commercial forms:

1. Business partnerships. Exist as full partnerships and those based on faith. They differ in the degree of responsibility of the participants. The form is not very popular.
2. Production cooperatives. It is a voluntary association of citizens based on membership and share contributions.
3. Business partnerships. Their work is regulated by a separate one. A very rare form.
4. Peasant farm. An enterprise that possesses such an organizational and legal form is an association of citizens for farming. Based on their personal participation in business and property contributions.
5. Business companies. This is the most popular option for commercial organizations. Presented in the form of limited liability companies (LLC) and joint stock companies(AO).

If a citizen wants to practice commercial activities, but without the formation of a legal entity, he has the right to register an individual entrepreneur. This is another popular form of doing business. V All-Russian classifier of organizational and legal forms (OKOP), the individual entrepreneur has its own number - 50102.

What you need to know about LLC

For enterprises in Russia, LLC is the most common organizational and legal form. Such companies:

• belong to business entities,
• conduct commercial activities,
• make a profit.

The capital of an LLC is formed by the contributions of the participants, divided into shares. This form of business organization is suitable for entrepreneurs who, for one reason or another, are not satisfied with the status of an individual entrepreneur. LLC can be created quickly. This form requires less financial costs on maintenance than AO.

What are the main features of JSC

JSC is the second most popular organizational and legal form of a legal entity. The capital of the organization is divided into a certain number of shares. JSCs are divided into public (PJSC) and non-public (NAO). The main difference between them is that in PJSC shares can be freely alienated, in accordance with the legislation on securities.

What are the pros and cons of IP

The main advantages of being an individual entrepreneur:

1. Fast registration.
2. Low state duty.
3. Less fines compared to legal entities.

The main disadvantage of the IP status is that the entrepreneur is responsible for the obligations with all his property.

How to choose a business form for your business

Before choosing the organizational and legal form for his enterprise, the manager needs to answer the following questions:

1. How will the company be financed - will an investor be required for this?
2. Are there any plans to hire employees?
3. What is the expected monthly and annual turnover from the business?
4. Which settlement is preferable - cash or non-cash?
5. Is the opportunity to sell the business allowed?

If we are talking about the most common types of business, then entrepreneurs most often choose between the status of an individual entrepreneur and an LLC:

1. It is faster and easier to register individual entrepreneurs, and the fines are much less. But the citizen will have to answer with all his property.
2. LLCs are convenient for those who open joint business. Authorized capital divided into shares, which depend on the size of the participants' contributions. An LLC is not responsible for the obligations of the founders, and the founders are not responsible for the obligations of the LLC (except for cases of subsidiary liability that are provided for in the law - for example, in bankruptcy). But you will have to pay maximum fines, and the maintenance of an LLC requires funds.

The type of business organization you choose depends on:

• financial expenses,
• amount of responsibility,
• limits of authority of the governing bodies and much more.