The main types of enterprises in Russia today are sole proprietorships, partnerships and corporations. It should be noted right away that their ratio in countries with market and transition economies is very different. So, in the United States at the end of the 80s of the twentieth century. of nearly 19 million firms, 73% were sole proprietorships, 9% were partnerships, and 18% were corporations. In the transitional economy of the former socialist countries, where there was high level concentration of production, the proportion of small private firms is low. In Russia, small private entrepreneurship still makes up the bulk of the shadow business, preferring an illegal or semi-legal form of existence due to imperfect legislation, the tax system, corruption of officials and criminalization of the economy.

Each of the above types of entrepreneurship has its own advantages and disadvantages, which determine their role in the development of the economy.

Sole proprietorship is an independent business, without forming a legal entity. The owner combines the functions of owner, manager and employee. This makes the business simple, flexible and manageable. For a small business, this is very valuable qualities... At the same time, the financial resources of sole entrepreneurs are most often limited by the state of the owner, and this hinders the development of business. This also explains the fact of frequent bankruptcies of small sole proprietorships.

According to Article 23 of the Civil Code of the Russian Federation, a citizen has the right to engage in entrepreneurial activity without forming a legal entity from the moment state registration as an individual entrepreneur. TO entrepreneurial activity for such citizens, the rules of the Civil Code of the Russian Federation (Civil Code of the Russian Federation) apply, which regulate the activities of legal entities that are commercial organizations. Thus, a citizen is liable for his obligations with all the property belonging to him, with the exception of property, which, in accordance with the law, cannot be foreclosed. An individual entrepreneur who is unable to satisfy the claims of creditors related to his entrepreneurial activities may be declared bankrupt by a court decision. In this case, the claims of creditors are satisfied at the expense of the property belonging to him.

A partnership is a collaborative enterprise: pooling the resources and entrepreneurial skills of two or more individuals. The fact of pooling certain sizes of resources implies the right to an appropriate share of the profits and the obligation to assume responsibility for the company's losses. The joint and several liability of the partners is unlimited. Management functions can be entrusted to someone else. Unlike sole proprietorships, partnerships can be fairly large firms. Joint entrepreneurship is carried out in the following organizational and legal forms:

A) business partnerships. They own the authorized capital, divided into shares (contributions). In accordance with the Civil Code of the Russian Federation, there are two types of partnerships: a general partnership and a limited partnership.

The participants in a general partnership are fully liable with their property for all the obligations of the firm. A general partnership is created on the basis of an agreement. It is not a legal entity, that is, all its members retain complete independence. The agreement on the creation of a full partnership contains information about the name of the partnership; its location; on the procedure for managing activities; the size and composition of the contributed capital; the size and procedure for changing the shares of each of the participants in the contributed capital; terms of making contributions; responsibility of participants for violation of obligations to make contributions.

The conduct of the affairs of a full partnership can be carried out either jointly or entrusted to one or several participants (Article 72 of the Civil Code of the Russian Federation). In the joint conduct of the affairs of the partnership by its participants, the consent of all the participants in the partnership is required to complete each transaction. In the second case, other participants in order to make transactions on behalf of the partnership must have a power of attorney from the participant who is entrusted with the conduct of the partnership.

A participant in a full partnership is obliged to participate in its affairs in accordance with the terms of the memorandum of association. He is obliged to make at least half of his contribution to the contributed capital of the partnership by the time of its registration. The rest must be made within the time frame established by the memorandum of association.

The profit or loss of a full partnership is distributed among its participants in proportion to their shares in the contributed capital. An agreement on the elimination of any of the participants in the partnership from participation in profits or losses is not allowed.

The point of creating a full partnership is to combine funds and efforts for the implementation of a project. For this purpose, rather large partnerships are most often created, called consortia. A consortium is a temporary agreement between two or more legal entities in order to implement a large-scale project. Membership is voluntary. The consortium ceases to exist after the completion of the project.

A limited partnership is also an association of several individuals and legal entities for joint economic activity on the basis of a contract. The authorized capital is formed from the shares and contributions of the participants. Participants who contributed shares authorized capital, are full partners and bear full property responsibility. Members of the partnership who have made contributions do not take part in entrepreneurial activities and are not liable for losses within the amount of their contribution.

The management of a limited partnership is carried out by general partners. Investors are not entitled to participate in the management and conduct of the affairs of a limited partnership, to act on its behalf otherwise than by power of attorney. They do not have the right to challenge the activities of the general partners in the management and conduct of the affairs of the partnership. The investor has the right to receive a part of the partnership's profit due to his share in the contributed capital; at the end of the financial year, leave the partnership and receive your contribution.

The meaning of creating these partnerships is the same as for general partnerships (consortia). In foreign practice, limited partnerships are analogous to limited partnerships. The vulnerability of entrepreneurship in the form of partnerships is the full responsibility of all or part of their members. This organizational and legal form mainly in small business.

B) The partnership is also carried out in the form of business entities. These are commercial organizations established by one or more individuals or legal entities with the contribution of a share (or full amount) of the authorized capital. Russian legislation 4 forms of business entities are provided:

1) Society with limited liability(LLC), established by one or more individuals or legal entities, liable for obligations and the risk of losses only within the limits of the contributions made. The company has the right to be a legal entity. The Memorandum of Association determines the name, location, subject, objectives and goals of the activity, the size of the authorized capital and the shares in it of all members of the company, the number of members of the LLC (the limit is established by law).

2) Additional liability company. The peculiarity of this company in comparison with LLC is the extension of liability for the obligations of the company not only to deposits, but also to the rest of the property of its members. The liability of the bankrupt company will be distributed among the other participants in proportion to the contributions.

3) Joint Stock Company (JSC). The authorized capital of a JSC is divided into a certain number of shares. The members of the company (shareholders) are not liable for its obligations and bear responsibility for the activities of the company within the value of the shares they own. The aggregate of shares owned by one shareholder is called a block of shares. The larger the stake is concentrated in the hands of a shareholder, the more control he has over the company. It is possible to form a controlling stake, constituting 51% of all shares.

There are two types joint stock companies: open (JSC) and closed (JSC).

OJSC has the right to conduct an open subscription to the issued shares and sell them under the conditions stipulated by law. Shareholders have the right to sell them without the consent of other shareholders. JSC is obliged to publish the balance sheet, profit and loss account annually.

In a closed JSC, shares are distributed only among the founders, and the company does not have the right to conduct an open subscription to its shares.

Funds from the issue and placement of shares form the equity capital of the joint-stock company, and this capital can be increased by additional issues of shares. A joint-stock company may, in order to attract additional resources, issue bonds, the funds from the placement of which amount to borrowed capital JSC. The funds raised in this way must be returned to the owners of the shares.

The joint-stock form of business organization has a number of significant advantages. The main ones are the ability to mobilize large financial resources, as well as the rapid flow of capital from one sphere to another through operations on stock market... However, the separation of the functions of owner and manager in JSCs can create conditions for abuse and conflicts of interest.

5) Holding companies. They are a type of AO, have a more complex organizational structure. holding company"Holds" large, often controlling, stakes in other joint-stock companies. Such an organization pursues the goal of exercising control, management, financial and other functions in relation to those joint-stock companies, the shares of which it holds. As part of the holding, JSCs retain their legal, operational and economic independence. When creating holdings, the possibility of interaction between capitals is used without their direct merger into a single company.

Thus, modern business knows many types of business activities.

C) The Civil Code of the Russian Federation also provides for state enterprise in the form of unitary enterprises not endowed with ownership rights:

State (federal) - based on the law operational management property;

Municipalities operating on the basis of the right of economic ownership of property.

In accordance with Art. 113 of the Civil Code of the Russian Federation, a unitary enterprise is a commercial organization that is not endowed with ownership of the property assigned to it. Property unitary enterprise is indivisible, and cannot be distributed by contributions (shares, shares), including among the employees of the enterprise. Only state and municipal enterprises can be created in the form of unitary enterprises.

A unitary enterprise based on the right of economic management is created by the decision of an authorized state body or local self-government body.

The constituent document of a state-owned enterprise is its charter, approved by the government of the Russian Federation. The state-owned enterprise exercises, within the limits established by law, the rights of ownership, use and disposal of property. A state-owned enterprise has the right to dispose of the property assigned to it only with the consent of the owner of this property. The procedure for the distribution of income of a state-owned enterprise is determined by the owner of its property.

Transition to market economy means a fundamental change not only in the enterprises themselves, but also in the nature of the relationship between them. Enterprises enter into relationships with each other independently, guided by market criteria and incentives

Textbook / Korsakov M.N., Rebrin Yu.I., Fedosova T.V., Makarenya T.A., Shevchenko I.K. and etc.; Ed. M.A. Borovskaya. - Taganrog: TTI SFU, 2008 .-- 440p.

1. Manufacturing enterprise- the leading link in the country's economic development

Organizational and legal form (OPF) is a system of organizational and legal conditions for the functioning of organizations, established by legislation and other regulatory documents, in order to streamline their activities.

The organizational and legal forms of organizations in accordance with the Civil Code of the Russian Federation are shown in Fig. 1.11. Commercial organizations include, in particular:

1. General Partnership (PT);

2. Limited partnership (limited partnership) (TV);

3. Limited Liability Company (LLC);

4. Additional Liability Company (ALC);

5. Closed Joint Stock Company (CJSC);

6. Open Joint Stock Company (OJSC);

7. Subsidiary business company (DRL);

8. Dependent Economic Society (DCO);

9. Production cooperative (PC) (artel);

10. State (municipal) unitary enterprise based on the right of economic management (MUP);

11. State unitary enterprise based on the right of operational management (GUP) or Federal state enterprise.

Rice. 1.11. Organizational and legal forms of organizations

Characteristic commercial organizations by OPF and the main features are given in table. 1.1.

Along with the OPF of organizations, there are so-called organizational and economic forms of interaction. Organizational and economic forms of interaction between enterprises include:

a) Concern (holding) is a diversified joint stock company that controls enterprises through a participation system, i.e. the concern acquires a controlling stake and, on the basis of this, imposes its policy on enterprises.

b) Association is a soft form of uniting economically independent organizations on the basis of voluntary interaction, i.e. enterprises may, in addition to an association, be members of other associations.

c) A consortium is an association of entrepreneurs with the aim of conducting large financial transactions.

d) A syndicate is a combination of sales of products by enterprises of the same industry in order to eliminate unnecessary competition.

e) Cartel is an association of enterprises for joint cooperation in the field of product marketing.

f) The Financial and Industrial Group is an amalgamation of industrial, banking, trade, scientific and technical and insurance capital to solve large-scale problems.

Table 1.1
Characteristics of commercial organizations according to the main features
	Organization: a) constituent documents b) participants	Authorized capital		Profit distribution	Control (including supreme body)	Note
	General Partnership (PT): a) memorandum of association; b) participants - individual entrepreneurs and (or) commercial organizations		Solidary. Subsidiary liability with all their property	Proportional to the share of each participant's contribution	Control by common agreement of all participants (joint business management or assignment to one or more participants)	The participant is obliged to participate in the activities of the PT. PT is not eligible to issue shares
	Limited partnership (limited partnership) (TV)
	2.1. Complete comrades
	2.2. Investors (limited partners):		Only by your contribution	Proportionally	Can't take	Does not participate in TV activities
	a) memorandum of association;			share of contribution	participation in management
	b) the same as PT + depositors
	(limited partners)
	there can be citizens and legal entities

Continuation of table 1.1
	Organization: a) constituent documents b) participants	Authorized capital	Risk of loss, liability for obligations	Profit distribution	Control (including the supreme body)	Note
	Limited Liability Company (LLC): a) memorandum of association. Charter;	Folding, divided into shares (deposits)	The members of the LLC are not responsible for its obligations. Risk of losses within deposits	Proportional to the share of the contribution	The supreme body is the general meeting of the founders. Executive body - collegial or sole	An LLC participant has the right to sell or assign his share to other LLC participants or third parties. An LLC member may or may not work for an LLC
	Additional Liability Company (ALC): a) Memorandum of Association, Articles of Association; b) participants - citizens and legal entities		ALC participants jointly bear subsidiary liability with their property, multiple of the contribution

Continuation of table 1.1

Organization: a) constituent documents b) participants

Authorized capital

Risk of loss, liability for obligations

Profit distribution

Control (including the supreme body)

Note

Joint Stock Company (JSC): closed JSC (CJSC) open joint-stock company (JSC): a) the charter of the joint-stock company; b) participants-citizens and legal entities

Folding, divided into shares

Shareholders are not liable for its obligations. Risk of loss within the share price

Proportional to the value of common and preferred shares

The supreme body is the general meeting of shareholders. Board of Directors (Supervisory Board). Executive body ─ management or director

JSC - shareholders can freely transfer their shares to third parties. CJSC - shares are distributed only among its founders or other, predetermined circle of persons.

Subsidiary business company (DRL)

1. A business company is recognized as a subsidiary if another (main) business company or partnership, due to the prevailing participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the ability to determine the decisions made by such company 2. DRL is not responsible for the debts of the main company (partnership). The parent company (partnership), which has the right to give instructions to a subsidiary, including under an agreement with it, instructions binding on it, shall be liable jointly and severally with subsidiaries for transactions concluded by the latter in pursuance of such instructions. In the event of insolvency (bankruptcy) of a subsidiary through the fault of the parent company (partnership), the latter bears subsidiary liability for its debts

Dependent economic society (DCO)

A business company is recognized as dependent if the other (dominant, participating) company has more than twenty percent of the voting shares of the joint-stock company or twenty percent of the authorized capital of the limited liability company.

End of Table 1.1

Organization: a) constituent documents b) participants

Authorized capital

Risk of loss, liability for obligations

Profit distribution

Control (including the supreme body)

Note

Production cooperative (PC) (artel): a) the charter approved by the general meeting of its members; b) voluntary association of citizens on the basis of membership for joint economic activities

The property of a PC consists of property shares (contributions) of participants with the formation of an indivisible fund

Subsidiary liability in the amount and in the manner prescribed by the law on the PC and the charter

In accordance with labor participation

The supreme body is the general meeting of members. If the number of members is more than 50, a supervisory board can be created. Executive body - the board and (or) its chairman-

The number of members is at least 5. PC ─ cooperative activity on the basis of personal labor or other participation.

State (municipal) unitary enterprise based on the right of economic management: a) the charter approved by the founder (owner); b) owner

Property ─ state or municipal property assigned to an enterprise on the basis of economic management rights. The authorized capital is fully paid by the owner

The owner of the property is not liable for the obligations of the enterprise, just as the enterprise is not liable for the obligations of the owner. The company is responsible for its obligations with all property belonging to it

The owner of the property is entitled to a share of the profits

Management is carried out by a manager appointed by the owner

The company has no right to dispose of real estate without the consent of the owner

Continuation of table 1.1
	Organization: a) constituent documents b) participants	Authorized capital	Risk of loss, liability for obligations	Profit distribution	Control (including the supreme body)	Note
	State unitary enterprise based on the right of operational management (Federal state enterprise). a) the Charter approved by the Government of the Russian Federation; b) owner	Property ─ federal property assigned to the enterprise on the basis of operational management	Russian Federation bears subsidiary liability for the obligations of a state-owned enterprise if its property is insufficient	Distribution of profits is determined by the owner of the property		The company has no right to dispose of property without the consent of the owner

An enterprise is an independent economic entity created (established) in accordance with the current legislation to manufacture products, perform works or provide services in order to meet social needs and make a profit.

After state registration, the enterprise is recognized as a legal entity and can participate in economic turnover. It has the following features:

• the enterprise must have separate property in its ownership, economic management or operational management;
• the enterprise is responsible with its property for obligations that arise in its relationship with creditors, including to the budget;
• the enterprise acts in economic circulation on its own behalf and has the right to conclude all types of civil contracts with legal entities and individuals;
• the enterprise has the right to be a plaintiff and a defendant in court;
• the company must have an independent balance sheet and timely submit the established government bodies reporting;
• the enterprise must have its own name, containing an indication of its organizational and legal form.

Enterprises can be classified according to many criteria:

• by appointment finished products enterprises are divided into producing means of production and producing consumer goods;
• on the basis of technological commonality, an enterprise with continuous and discrete production processes is distinguished;
• based on the size of the enterprise, they are divided into large, medium and small;
• by specialization and scale of production of the same type of products, enterprises are divided into specialized, diversified and combined.
• by type production process enterprises are divided into enterprises with a single type of production, serial, mass, experimental.
• on the basis of activity distinguish industrial enterprises, trade, transport and others.
• by forms of ownership, private enterprises, collective, state, municipal and joint ventures(enterprises with foreign investments).

Organizational forms of enterprises

In accordance with the civil code of the Russian Federation, the following organizational forms can be created in Russia commercial enterprises: business partnerships and companies, production cooperatives, state and municipal unitary enterprises.

Business partnerships and companies:

• full partnership;
• limited partnership (limited partnership);
• limited liability company,
• additional liability company;
• joint stock company (open and closed).

Full partnership. Its participants, in accordance with the agreement concluded between them, are engaged in entrepreneurial activity and are responsible for their obligations with property belonging to them, i.e. unlimited liability applies to participants in a full partnership. A participant in a full partnership, which is not its founder, is liable on an equal basis with other participants for obligations that arose before he entered the partnership. A participant who has retired from the partnership is liable for the partnership's obligations that arose before the time of its retirement, on an equal basis with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

A partnership of faith. It is a partnership in which, along with participants who carry out entrepreneurial activities on behalf of the partnership and who are responsible for the circumstances of the partnership with their property, there are contributing participants (command dealers) who bear the risk of losses within the limits of their contributions and do not take part in the partnership's entrepreneurial activity. activities.

Limited Liability Company. This is a company founded by one or more persons, the authorized capital of which is divided into shares of certain constituent documents sizes. The participants in a limited liability company bear the risk of losses associated with the activities of the company within the value of their contributions.

Additional liability company. The peculiarity of such a society is that its participants bear subsidiary liability for the obligations of the society in the same multiple for all to the value of their contributions. All other provisions of the Civil Code of the Russian Federation on a limited liability company may be applied to an additional liability company.

Joint-stock company. It is recognized as a company, the authorized capital of which is divided into a certain number of shares. The members of the company 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. A joint stock company, whose members can freely sell their shares without the consent of other shareholders, is recognized as an open joint stock company. Such a society has the right to conduct an open subscription to the shares issued by them and their free sale under the conditions established by law. A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized as a closed joint stock company. Such a company is not entitled to conduct an open subscription to the shares issued by it.

Features of the functioning of joint stock companies are as follows:

• they use effective method mobilizing financial resources;
• dispersion of risk, because each shareholder runs the risk of losing only the money that he spent on the purchase of shares;
• participation of shareholders in the management of the company;
• shareholders' right to receive income (dividends);
• additional opportunities to stimulate staff.

Production cooperatives. This is a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor or other participation and the consolidation of property shares by its members (participants). Members of a production cooperative bear subsidiary liability for its obligations. The profit of the cooperative is distributed among its members in accordance with their labor participation. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors shall be distributed in the same manner.

State and municipal unitary enterprises. A unitary enterprise is a commercial organization that is not endowed with the ownership right to the property assigned to the owner. The property of a unitary enterprise is indivisible and cannot be distributed by contribution (shares, shares). Including between employees of the enterprise. Only state and municipal enterprises can be created in the form of unitary enterprises.

Unitary enterprises fall into two categories:

• unitary enterprises based on the right of economic management;
• unitary enterprises based on the right of operational management.

The right of economic management is the right of an enterprise to own, use and dispose of the property of the owner within the limits established by law or other legal acts.

The right of operational management is the right of an enterprise to own, use and dispose of the owner's property assigned to it within the limits established by law, in accordance with the goals of its activities, the owner's tasks and the purpose of the property.

The right of economic management is broader than the right of operational management, i.e. an enterprise operating on the basis of the right of economic management has greater independence in management. Enterprises can create various associations.

The procedure for the creation and liquidation of enterprises

Newly created enterprises are subject to state registration. From the moment of state registration, the enterprise is considered established and acquires the status of a legal entity. For state registration of an enterprise, founders submit the following documents:

• an application for registration of an enterprise, drawn up in an arbitrary form and signed
• founders of the enterprise;
• memorandum of association for the establishment of an enterprise;
• the charter of the enterprise, approved by the founders;
• documents confirming the deposit of at least 50% of the authorized capital of the enterprise to the account;
• certificate of payment of the state fee;
• a document confirming the agreement of the antimonopoly authority for the establishment of an enterprise.

The founding agreement must contain the following information: the name of the enterprise, its location, the procedure for managing its activities, information about the founders, the size of the authorized capital, the share of each founder in the authorized capital, the procedure and method for making contributions by the founders to the authorized capital.

The charter of an enterprise must also contain information: the organizational and legal form of the enterprise, the name, location, the size of the authorized capital, the composition and procedure for distributing profits, the formation of the enterprise's funds, the procedure and conditions for the reorganization and liquidation of the enterprise.

For individual organizational and legal forms of enterprises, the constituent documents (constituent agreement and charter), in addition to those listed, contain other information.

State registration is carried out within three days from the date of submission required documents or within thirty calendar days from the date of mailing specified in the receipt for payment of constituent documents. Refusal to register an enterprise may be made if the submitted documents do not comply with the law. The decision to refuse state registration can be appealed in court.

Termination of the enterprise can be carried out in the following cases:

• by decision of the founders;
• in connection with the expiration of the period for which the enterprise was created;
• in connection with the achievement of the goal for which the enterprise was created;
• if the court recognizes the registration of the enterprise as invalid due to violations of the law or other legal acts committed during its creation, if these violations are irreparable;
• by a court decision, in the case of carrying out activities without a proper permit (license) or activities prohibited by law, or with repeated or gross violation law or other legal acts;
• in the event that the enterprise is declared insolvent (bankrupt), if it is unable to satisfy the claims of creditors.

An important point in the creation and liquidation of enterprises is also informing the Federal Tax Service at the place of registration of the enterprise, as well as providing tax office information on opening or closing a current account. Interaction with the Federal Tax Service is generally required at any stage of the business and should not be forgotten, since for failure to provide certain information and reports, penalties are provided.

In pursuit of this goal, citizens unite in communities and organizations that enable them to rationally use their savings. In order to realize what was planned, it is necessary to organize a legal entity, which, depending on the task, is of a commercial and non-commercial type.

At the same time, the nature of the legal relationship between the enterprise and the owners can be formed in such a way that the founders lose their rights to their contributions, since they pass to the enterprise or they retain the property right to contributions, and the enterprise does not have the right to rely on them.

This classification is necessary in order to determine the direction of the business formation.

For example, commercial structures pursue one goal - to obtain material benefits, while non-commercial structures have no right to prioritize the receipt of income and distribute it among the participants in societies.

According to such a classification, the legislator regulates the features of the activities and formation of a particular legal entity.

What form of ownership to choose for LLC and individual entrepreneur - see here:

The legislative framework

All possible legal forms are indicated in all-Russian classifier adopted and put into effect by the Order Federal agency No. 505 of 2012.

In addition, the definition this concept is given in Art. 48 of the Civil Code of the Russian Federation. Specific business forms of legal entities are indicated by:

• Art. 69, 82 of the Civil Code of the Russian Federation - definition of the concept of full and faith-based partnerships;
• Art. 87, 96 of the Civil Code of the Russian Federation - LLC;
• Art. 106.1 of the Civil Code of the Russian Federation - regulation of the work of industrial cooperative structures;
• ФЗ № 380 - economic partnership;
• Art. 86.1 of the Civil Code of the Russian Federation - peasant farm.
• Art. 113 of the Civil Code of the Russian Federation - unitary enterprises.

Article 48. Concept of a legal entity

1. A legal entity is an organization that has separate property and is responsible for its obligations, can acquire and exercise civil rights and bear civil obligations on its own behalf, be a plaintiff and a defendant in court.
2. A legal entity must be registered in the unified state register of legal entities in one of the organizational and legal forms provided for by this Code.
3. Legal entities, to whose property their founders have real rights, include state and municipal unitary enterprises, as well as institutions.
To legal entities in respect of which their participants have corporate rights, relate corporate organizations(article 65.1).
4. Legal status The Central Bank of the Russian Federation (Bank of Russia) is determined by the Constitution of the Russian Federation and the law on the Central Bank of the Russian Federation.

Classification of enterprises with legal entity status

According to the classifier, each legal entity, depending on the definition, belongs to the type:

1. Structures created for commerce and wealth:

• Business partnerships and societies;
• created by the state or municipality;
• Economic partnership and peasant farming.

1. Not pursuing commercial interests:

• Consumer cooperatives;
• Societies with religious and public interests;
• Institutions funded by the creator in full or in part;
• Union of Associations;
• Cossack society.

Why is this classification needed

Classify legal societies to define the following tasks:

• The purpose of the activity, for what purpose the company was formed, for enrichment or for solving other problems of a non-commercial direction;
• The form itself denotes the permissible enterprise structures established by law;
• The nature of the legal relationship between the legal entity and the creator means the presence or absence of rights of the founders to the ownership of the enterprise.

The main features of a legal entity.

Commercial structures and their characteristics

For commerce the main objective achievements are considered an increase in the state, among the common types of such enterprises are the following.

Business partnerships

The capital of such organizations is formed by equity investment. These partnerships are divided into full and “on faith”. In addition, they are limited liability and joint stock.

Moreover, each company is endowed with certain legal nuances:

• A general partnership is characterized by the unconditional responsibility of the participants with their own property for obligations, these formations are quite risky. you will learn how to create a general partnership and what documents are needed for this;
• In a limited partnership, there are, in addition to the general partners, investors who risk losing their contributions in case of unfulfilled obligations. Rights and obligations of participants in a limited partnership -.

Important: such societies are not widespread in Russia. In addition to them, there are:

• LLC - in this society there are participants who have made a certain contribution to it, and in case of unfulfilled obligations, they are responsible only for this contribution, without losing personal property;
• JSC - has much in common with LLC, with the exception of the name of the form of ownership, here the founders, instead of a share, own a certain amount shares. These structures are closed - shares are distributed among predetermined persons, public - with the right to public offering of shares.

Production cooperative

It is a voluntarily formed option of activity in order to achieve a single production or other goal. Their main nuance is the personal voluntary participation of citizens in the process of activity.

Peasant farm

This association is based on the family ties of the participants, but this is not necessary, creating it in order to carry out agricultural work for profit.

Such an economy should have a head who is the unconditional leader. All decisions on the farm are made by the general meeting, the same is common property.

Unitary structures

These enterprises are created to solve problems at the state level, to provide the population with scarce food, to sew the necessary clothes and so on. Enterprises are allocated certain property for ownership, it can be a whole economic complex, but at the same time they have no rights to property.

Since such enterprises are created by the authorities, the right to the property remains with the owner. In addition, any manufacturing solutions they must agree with the creator.

Non-profit formations

They are formed for any purpose other than commercial, it can be solutions to global public issues, religious organizations, charitable foundations.

Important: these companies are prohibited from prioritizing commercial activities. They are formed in areas such as media, education, communities of interest.

Varieties of organizational and legal forms.

Non-profit organizations are related to:

• Consumer cooperatives are a voluntary association of people and their property for own provision, exists on the basis of share contributions, membership in it is of several types - with the right to vote and only in cases specified by law;
• Community and faith communities that bring people together for non-profit purposes, with the same worldview or spiritual needs. The participants of this society are completely deprived of the ownership right to the contributed property, the society has the right to engage in entrepreneurship in order to achieve internal needs;
• Foundations - exist on the basis of voluntary contributions and donations, formed to address public, social and educational issues. Membership is completely absent, they have the right to entrepreneurial activity, including the formation of business entities to achieve the main goals;
• Associations and unions - are created on the basis of membership to solve professional and socially useful issues, in order to protect their own interests, usually such formations arise as a result of the merger of several legal entities engaged in commerce;
• Cossack communities - for their regulation there is a separate legislative act, created for the purpose of voluntary service;
• Institutions - are created by the owner in order to achieve managerial, cultural or other goals, they are fully financed by him in part.

Important: the main objectives of the activities of these enterprises are indicated in the Charter, according to which the organization must strictly follow.

At the same time, an organization of a non-profit type has the right to have as many participants as there are interested parties, and each of them has the right to take part in the management process, since the Charter in most enterprises provides for a fairly wide range of powers for general meeting.

Doing business without legal entity status

In addition to the formation of a legal entity, it is possible to engage in commerce, having received the status of an individual entrepreneur, who is a full-fledged subject of civil relations. Becoming an entrepreneur is available from the age of majority by registering with government agencies.

The disadvantage, unlike a legal entity, of an individual entrepreneur is full responsibility with all its property in the event of liability to third parties. He can lose everything, including property acquired in the status of an individual.

Important: however, there is also a positive factor - access to any kind of activity without additional creatures Charters and other constituent documents.

In addition to individual entrepreneurship, there are several more ways to conduct entrepreneurship without forming an enterprise - branches acting as legal entities and representative offices, whose activities are aimed at protecting the interests and rights of business.

Conclusion

All of the listed types of organizational and legal forms indicate that the legislation has formed an extensive basis for the possibility of determining the required type of business in order to achieve this goal.

Varieties of forms of ownership are discussed in this video:

In the civil law sense, organizations are treated as legal entities. Article 48 of the Civil Code provides the main features of this legal structure. The decisive one is property isolation. It is precisely this that is expressed by what is contained in Art. 48 an indication that the legal entity "has in the ownership, economic management or operational management of separate property." At the same time, "detached property" means property in its broad meaning, including things, rights to things and obligations regarding things. This rule assumes that the property of a legal entity is separated from the property of its founders, and if we are talking about an organization built on the basis of membership, that is, a corporation, from the property of its members. Property isolation finds its specific expression in the fact that a legal entity, depending on its type, must have either an independent balance sheet (commercial organization) or an independent estimate (non-commercial organization).

The second essential feature of a legal entity is its independent property liability. A legal entity is liable for its obligations with its property. Unless otherwise provided in the law or in the constituent documents, neither the founders nor the participants of the legal entity are liable for its debts, and in the same way the legal entity is not responsible for the debts of the founders (participants).

The third sign of a legal entity is independent performance in civil circulation on its own behalf. It means that a legal entity can, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and defendant in court. organization management legal form

Finally, the fourth sign is organizational cohesion. It follows from it that the legal entity has a corresponding stable structure. The performance of a legal entity as a whole is ensured by the fact that at the head of the relevant entity there are bodies endowed with very specific competence that carry out internal management a legal entity and act on its behalf outside. Those who are inside a legal entity - managers, employees, should know what constitutes the relevant education, what it will do, who and how it manages it, what constitutes its property, etc. This is also important for those who enter or only intends to enter into legal relations with this entity.

According to article 50 of the CG, the existence of organizations of two types is provided:

• 1. Commercial organizations. The form of their existence:
  • - business partnerships and companies;
  • - production cooperatives;
  • - state and municipal unitary enterprises.
• 2. Non-profit organizations. The form of their existence:
  • - consumer cooperatives;
  • - public or religious organizations;
  • - charitable and other foundations;
  • - institutions.

Based on the relationship between the rights of the founders (participants) and the legal entity itself, three models of legal entities can be distinguished.

The essence of the first model is that the founders (participants) with the transfer legal entity corresponding property completely lose their property rights to it. They do not have such rights in relation to the acquired property. Accordingly, both the property transferred by the founders (participants) and the property acquired by the legal entity itself are recognized as belonging to it on the basis of property rights. Losing real rights, the founder (participant), in return, acquires the rights of obligation - the rights of claim against a legal entity. This implies, in particular, the rights belonging to a member of the organization: to participate in its management, receive dividends, etc.

According to this model, business partnerships and business societies are built, as well as production and consumer cooperatives, that is, legal entities - corporations.

The second model differs in that the founder, transferring to the legal entity the ownership, use and disposal of the corresponding property, continues to be its owner. The founder is recognized as the owner of all that the legal entity acquires in the future in the course of its activities. Thus, the rights to the same property belong to the founder-owner and the legal entity itself, to which the property belongs on the basis of the right of economic management or operational management, derived from the property. This applies to state and municipal unitary enterprises, as well as to owner-financed institutions, in particular, in cases where the role of the owner is the Russian Federation, a constituent entity of the Federation or a municipal entity (meaning ministries, departments, schools, institutes, hospitals, etc.). NS.).

The third model assumes that a legal entity becomes the owner of all property belonging to it. At the same time, unlike the first and second models, in this case, the founders (participants) do not have any property rights in relation to a legal entity - neither obligatory nor property rights. These legal entities include public and religious organizations (associations), charitable and other foundations, associations of legal entities (associations and unions).

The difference between these three models is clearly manifested, in particular, at the time of liquidation of a legal entity. Participants of a legal entity built according to the first model have the right to claim a part of the remaining property that corresponds to their share (half, quarter, etc.). The founder of a legal entity built according to the second model receives everything that remains after settlements with creditors. In the third model, the founders (participants) do not acquire any rights to the remaining property at all.

Business partnerships and societies are the most common form of collective entrepreneurial activity, within which production, trade, intermediary, credit and financial, insurance and other organizations can operate. Civil Code determines the possibility of the existence of the following types of partnerships and companies:

• - full partnership;
• - limited partnership;
• - limited liability company;
• - open and closed joint stock company;
• - subsidiary and dependent company.

Partnerships and societies have many common features... All of them are commercial organizations with the main task of making a profit and distributing it among the participants. Societies and partnerships are formed by agreement of their founders (first participants), that is, on a voluntary basis. The members of these organizations themselves determine the structure of the legal entities they create and, in the manner prescribed by law, control their activities.

The differences between companies and partnerships lie in the fact that partnerships are considered as an association of persons, and companies - as an association of capital. The association of persons, in addition to property contributions, presupposes their personal participation in the affairs of the partnership. And since we are talking about participation in entrepreneurial activity, its participant must have the status of either a commercial organization or an individual entrepreneur. Consequently, an entrepreneur can be a member of only one partnership, and the partnership itself can only consist of entrepreneurs (that is, it has no right to include non-profit organizations or citizens who are not engaged in entrepreneurial activity).

In contrast to this, a society as a capital association does not imply (although it does not exclude) the personal participation of the founders (participants) in their affairs, and therefore they admit:

• - simultaneous participation in several companies, including those of a homogeneous nature (which reduces the risk of property losses);
• - participation in them of any person, not just professional entrepreneurs.

In addition, participants in partnerships bear unlimited liability for their debts with all their property (with the exception of the contributors of a limited partnership), while in companies, participants are not liable for their debts at all, but bear only the risk of losses (loss of contributions made), except for the participants in companies with additional responsibility. Since it is impossible to vouch twice with the same property for the debts of several independent organizations, such responsibility also testifies in favor of the impossibility of simultaneous participation of an entrepreneur in more than one partnership.

A general partnership is a commercial organization whose members (general partners), in accordance with an agreement concluded between them, are engaged in entrepreneurial activity and are fully responsible for all property belonging to them. The activities of general partnerships are characterized by two characteristics:

• - the entrepreneurial activity of its participants is considered the activity of the partnership itself;
• - when concluding a transaction on behalf of the partnership by one participant, property liability (in the event of a lack of property of the partnership) may be borne by another participant with his personal property.

A limited partnership, or limited partnership, differs in that it consists of two groups of participants. Some of them carry out entrepreneurial activities on behalf of the partnership and at the same time bear additional unlimited liability with their personal property for its debts, that is, in fact, they are full partners and, as it were, constitute a full partnership within a limited partnership. Other participants (investors, limited partners) contribute to the property of the partnership, but are not liable with personal property for its obligations. Since their contributions become the property of the partnership, they only bear the risk of loss and, therefore, do not risk as much as participants with full responsibility... Therefore, the limited partners are removed from the business of the limited partners. Preserving, first of all, the right to receive income on their deposits, as well as to information about the activities of the partnership, they are forced to fully trust the participants with full responsibility as regards the use of the property. Hence the traditional Russian name limited partners - a limited partnership.

A limited liability company (LLC) is a type of capital pooling that does not require the personal participation of its members in the affairs of the company. The characteristic features of this commercial organization are the division of its authorized capital into the shares of the participants and the absence of responsibility of the latter for the debts of the company. The property of the company, including the authorized capital, belongs to the company itself as a legal entity and does not form an object of shared ownership of the participants. The participants are not liable for the debts of the company, but only bear the risk of losses (loss of deposits). A society can be created by one person. The total number of LLC members should not exceed 50.

An additional liability company (ALC) is a type of LLC. A distinctive feature of the ALC is that if the property of such a company is insufficient to meet the claims of its creditors, the participants of the company with additional liability can be held liable for the debts of the company by their personal property, and in a joint and several manner. However, the amount of this liability is limited: it does not concern all of their personal property, as in a full partnership, but only a part of it - the same for everyone, a multiple of the amount of contributions made (for example, threefold, fivefold, etc.). Thus, this company occupies, as it were, an intermediate position between partnerships with their unlimited liability of participants and companies that generally exclude such liability.

A joint stock company (JSC) is a commercial organization, the authorized capital of which is divided into a certain number of shares, each of which is represented by a security-share. Shareholders - shareholders - are not liable for the company's obligations, but bear only the risk of losses - loss of the value of their shares.

Registration of a shareholder's rights with shares (securities) means that the transfer of these rights to other persons is possible only through the transfer of shares. Therefore, when leaving a joint-stock company, its participant cannot demand from the company itself any payments or disbursements due to its share. After all, this exit can only be done in one way - by selling, ceding or otherwise transferring your shares (or a share) to another person. Consequently, a joint-stock company, in contrast to a limited liability company, is guaranteed against a decrease in its property when the participants leave it. Other differences between these companies are associated with a more complex management structure in a joint stock company. These differences are caused by attempts to prevent abuses, great opportunities for which are provided by this organizational and legal form of entrepreneurship. The fact is that the leaders of such a company, in the presence of a huge number of small shareholders, as a rule, incompetent in entrepreneurial activity and interested only in receiving dividends, acquire, in fact, uncontrolled opportunities for using the company's capital. This explains the emergence of rules on the public conduct of the affairs of a joint-stock company, on the need to form a permanent control body of shareholders in it - a supervisory board, etc.

It should be borne in mind that a joint-stock company as a form of pooling capital is designed for large businesses and is usually not used by small companies. Therefore, the joint stock company is not limited by the number of participants.

Joint-stock companies are divided into open (OJSC) and closed (CJSC). An open joint-stock company distributes its shares among an indefinite circle of persons, and therefore only it has the right to conduct an open subscription to its shares and their free sale. Its shareholders freely dispose of their shares, which makes the composition of the participants in such a company variable. OJSCs are obliged to conduct business publicly, that is, annually publish for general information an annual report, balance sheet, profit and loss account.

In contrast to this, a closed joint-stock company distributes its shares only among the founders or another predetermined circle of persons, that is, it is characterized by a constant composition of participants. Therefore, it is deprived of the right to conduct an open subscription to its shares or offer them for purchase to others in any other way. Members of such a society enjoy the right preferential purchase shares sold by other shareholders, which is intended to preserve their previously limited composition. Therefore, the number of participants in a closed joint stock company should not exceed the limit set by the law on joint stock companies.

The supreme body of a joint-stock company is the general meeting of its shareholders. It has exclusive competence, which cannot be transferred to other bodies of the company, even by decision of the general meeting. It includes: changing the charter of the company, including changing the size of its authorized capital, election of the supervisory board (board of directors), audit commission(the auditor) and the executive bodies of the company (unless the latter issue is attributed to the exclusive competence of the supervisory board), as well as the approval of annual reports and balance sheets of the company, the distribution of its profits and losses and the resolution of the issue of reorganization or liquidation of the company. In large joint-stock companies with more than 50 shareholders, a supervisory board should be created, which is a permanent collective body that expresses the interests of shareholders and controls the activities of the executive bodies of the company. In cases of its creation, the exclusive competence of this body is determined, which also under no circumstances can be transferred to the executive bodies. In particular, it may include consent for the company to conclude major transactions equivalent to a significant part of the value of the company's charter capital, as well as the appointment and recall of the company's executive bodies.

The company's audit commission, which in small companies can be replaced by an auditor, is created only from among the shareholders, but is not the company's management body. Its powers to control the financial documentation of the company and the procedure for their implementation are determined by the law on joint stock companies and the charters of specific companies.

The executive body of the company (directorate, board) has "residual" competence, that is, it decides all issues of the company's activities that are not attributed to the competence of the general meeting or the supervisory board. The Civil Code allows the transfer of powers of the executive body not to elected shareholders, but to a management company or a manager ( individual entrepreneur). The management company may be another business entity or partnership, or production cooperative... This situation is possible by the decision of the general meeting, in accordance with which with management company(or an individual manager) a special agreement is concluded that provides for mutual rights and obligations, as well as liability for non-compliance

An independent audit is also a way to control the activities of the company's executive bodies. Such a check can be carried out at any time at the request of shareholders, whose aggregate share in the authorized capital of the company is at least 10%. External audit is also mandatory for open joint-stock companies obliged to conduct public affairs, because here it serves as an additional confirmation of the correctness of the published documents of the company.

A subsidiary business company does not constitute a special organizational and legal form. This capacity can be any business company - joint stock, limited or with additional liability. The peculiarities of the position of subsidiaries are associated with their relationship with "parent" (controlling) companies or partnerships and the possible emergence of liability of controlling companies for the debts of subsidiaries.

A company can be recognized as a subsidiary if at least one of three conditions is met:

• - prevailing, in comparison with other participants, participation in its authorized capital of another company or partnership;
• - an agreement between the company and another company or partnership on the management of the first;
• - another possibility of one company or partnership to determine the decisions made by another company. Thus, the existence of the status of a subsidiary does not depend on strictly formal criteria and can be proved, for example, in judicial procedure in order to use the corresponding legal consequences.

The main consequences of recognizing a company as a subsidiary are associated with the emergence of liability to its creditors on the part of the controlling ("parent") company, which is responsible, however, not for all transactions made by the subsidiary, but only in two cases:

• - when concluding a transaction at the direction of the controlling company;
• - in case of bankruptcy of a subsidiary and proof that this bankruptcy was caused by the execution of the instructions of the controlling company.

The subsidiary company itself is not liable for the debts of the parent (controlling) company or partnership.

The main ("parent") and subsidiary (or subsidiaries) companies constitute a system of interconnected companies, which received the name "holding" in American law, and "concern" in German law. However, neither the holding nor the concern themselves are legal entities.

Dependent societies also are not a special organizational and legal form of commercial organizations. Various business entities act in this capacity. We are talking about the possibility of one society to significantly influence the decision-making of another society, and that, in turn, to exert a similar (not decisive) influence on the decision-making of the first society. This possibility is based on their mutual participation in each other's capital, which, however, does not reach the degree of a "controlling stake", that is, it does not allow talking about such relationships as relations between subsidiaries and "parent" companies.

In accordance with paragraph 1 of Art. 106 of the Civil Code, a company is recognized as dependent, in the authorized capital of which another company has more than 20% participation (voting shares or shares in the capital of a limited liability company). Dependent societies often mutually participate in each other's capital. Moreover, the shares of their participation may be the same, which excludes the possibility of one-sided influence of one society on the affairs of another.

A production cooperative is an association of citizens who are not entrepreneurs, which they created for joint economic activities on the basis of personal labor participation and the combination of certain property contributions (shares). The members of the cooperative bear additional responsibility for its debts with their personal property within the limits established by law and the charter of the cooperative.

A non-owner commercial organization is recognized as a unitary enterprise. This special organizational and legal form has been retained only for state and municipal property. Since December 8, 1994, the right to create non-proprietary commercial organizations (that is, "enterprises") has been reserved only for state and municipalities... Organizations of this kind are declared "unitary" by law, which implies the indivisibility of their property into any contributions, shares or shares, including its employees, since it is wholly owned by the founder-owner. Unitary enterprises can act in two forms - based on the right of economic management and the right of operational management, or state-owned. A unitary enterprise is not liable for the obligations of its founder-owner. The latter, on the other hand, is not liable with its property for the debts of a unitary enterprise based on the right of economic management, but can be brought to additional liability for the debts of an enterprise based on the right of operational management ("state-owned").

Institutions are the only type of non-profit organization that does not own its property. The institutions include a wide variety of non-profit organizations: bodies of state and municipal administration, institutions of education and enlightenment, culture and sports, social protection etc.

As a non-owner, the institution has a very limited right of operational management over the property transferred to it by the owner. It does not imply the participation of such an organization in business relations, with the exception of some cases provided for by its constituent documents. But if the institution lacks Money for settlements with creditors, the latter have the right to present claims against the founder-owner, who in this case is fully responsible for the debts of his institution. Given this circumstance, the law does not provide for the possibility of bankruptcy of institutions.

The main source of property of the institution is the funds received by it according to the estimate from the owner. The owner can finance his institution and partially, giving him the opportunity to receive additional income from the entrepreneurial activity permitted by the owner.