Organizational and legal types of enterprises. The legal form of an enterprise, organization. The concept and types of legal forms. How to choose a form of enterprise for your business

Citizens, in pursuit of their goal, unite in communities and organizations that enable them to rationally use their savings. To achieve what we have set out, we need an organization legal entity, which, depending on the task, is of 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 activity 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. For specific economic forms legal entities indicate:

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, on its own behalf, acquire and exercise civil rights and bear civil obligations, 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 of the Central Bank 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:

Structures created for commerce and wealth:

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

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 come with limited liability and 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, are formed to address public, social and educational issues... There is no membership at all, they are eligible for 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 all of 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:

The organizational and legal form is understood as the method of securing and using property by an economic entity and the resulting legal position and the purpose of the business.

A correctly chosen organizational and legal form of an enterprise can give founders additional tools to implement their plans for the development and protection of their business.

The organizational and legal forms of entrepreneurial activity include the following types:

1. Business partnerships and society;
2. Limited Liability Company;
3. Company with additional liability;
4. Joint stock company;
5. People's enterprise;
6. Production cooperative;
7. State and municipal unitary enterprises;
8. Associations of business organizations;
9. Simple partnership;
10. Association of Business Organizations;
11. Intra-firm entrepreneurship.

Business partnerships are commercial organizations with pooled capital divided into shares. A contribution to the property of a business partnership may be money, securities, other things or property rights or other rights that have a monetary value. Business partnerships can be created in the form of a full partnership and limited partnership (limited partnership). Individual entrepreneurs and commercial organizations can be participants in general partnerships and general limited partnerships.

Full partnership - it is a partnership, the participants of which, in accordance with the concluded agreement, are engaged in entrepreneurial activities on behalf of the partnership and are responsible for its obligations with all property belonging to it. A person can only be a member of only one full partnership.

A general partnership is created and operates on the basis of a memorandum of association, which is signed by all of its participants. The memorandum of association must contain the following information:

1. The name of the full partnership;
2. Location;
3. The order of its management;
4. Conditions on the size and procedure for changing the shares of each of the participants in the contributed capital;
5. The size, composition, timing and procedure for making contributions by them;
6. On the responsibility of participants for violation of obligations to make contributions.

The management of the activities of a full partnership is carried out by the general agreement of all participants, but the memorandum of association may provide for cases when a decision is made by a majority of votes of the participants. Each participant in a full partnership has the right to act on behalf of the partnership, but if the partnership is run jointly by its participants, the consent of all the participants in the partnership is required to complete each transaction.

The profits and losses of a full partnership are distributed among its participants in proportion to their shares in the contributed capital.

A limited partnership is a partnership in which, along with participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for the partnership's obligations with their property, there are one or more contributing participants who bear the risk of losses associated with the activities of the partnership, within the amount of their contributions and do not take part in entrepreneurial activities.

A limited partnership is created and operates on the basis of a memorandum of association, which is signed by all participants in the partnership.

The minimum and maximum amount of the contributed capital is not limited. This is due to the fact that the general partners are responsible for the obligations of the partnership with all their property.

A limited partnership is created for the purpose of making a profit and can engage in any activity not prohibited by law. At the same time, for certain types of activities, it is necessary to obtain a special permit.

Limited Liability Company (LLC) - a legal entity established by one or more persons, authorized capital which is divided into certain shares. The LLC participants bear the risk of losses only within the limits of the value of their contributions.

Members of the society can be citizens and legal entities. The maximum number of members of the company should not be more than fifty.

The constituent documents are the constituent document and the charter. If the company is founded by one person, the founding person is the charter approved by this person.

If the number of participants in the company is from two or more, a memorandum of association is concluded between them, in which the founders undertake:

1. Create a society and also determine the composition of the founders of the society;
2. The size of the authorized capital and the size of the share of each of the founders of the company;
3. The size and composition of contributions, the procedure and terms of their introduction into the charter capital of the company at its foundation;
4. Liability of the founders of the company for violation of the obligation to make contributions;
5. Conditions and procedure for distribution of profits among the founders of the company;
6. The composition of the bodies of the company and the procedure for the withdrawal of participants from the company. A contribution to the authorized capital can be money, securities, property rights that have a monetary value. Each founder of the company must fully contribute to the authorized capital of the company during the term. At the moment state registration of the company, the authorized capital must be paid by the founders at least half.

An additional liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. Participants of the company with additional liability jointly and severally bear subsidiary liability for its obligations with their property and the same multiple of the value of their contributions for all to the value of their contributions, established by the constituent documents of the company.

In the event of bankruptcy of one of the company's participants, his liability for the company's obligations is distributed among the participants in proportion to their contributions, unless a different procedure for distributing liability is provided for by the company's constituent documents.

A joint-stock company is a commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the company's participants in relation to the joint-stock company. Shareholders are not liable for the company's obligations and incur losses associated with its activities, within the value of their shares.

A closed joint-stock company is a company whose shares are distributed only among the founders or another, predetermined circle of persons. A closed joint-stock company does not have the right to conduct an open subscription to the shares issued by it or otherwise offer them for purchase to an unlimited number of persons. The number of shareholders must not exceed fifty.

The founders of the joint-stock company are citizens and legal entities who have made a decision to establish it. Number of founders open society not limited, but the number of founders closed society cannot exceed fifty people.

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for a joint production or other economic activity(agricultural or other products, processing, trade), the main one on their personal labor and other participation and association and its members (participants) of property shares.

A member of the cooperative is obliged to make a share contribution to the property of the cooperative. A share contribution of a member of a cooperative can be money, securities, other property, including property rights, as well as other objects of civil rights. Land plots and other natural resources can be a share contribution to the extent that their turnover is allowed by the laws on land and natural resources... The size of the share contribution is established by the charter of the cooperative. By the time of state registration of the cooperative, the member of the cooperative must pay at least 10% of the share contribution.

The rest is paid within a year after state registration. The share contributions form the cooperative's mutual fund, which determines minimum size property of the cooperative, guaranteeing the interests of its creditors.

The governing bodies of the cooperative are the general meeting of its members, the supervisory board and executive bodies - the board and the chairman of the cooperative. The supreme governing body of the cooperative is the general meeting of its members, which has the right to consider and make decisions on any issue of the formation and activities of the cooperative.

A unitary enterprise is a commercial organization that is not endowed with the ownership right to the property assigned to it by the owner, which is indivisible and cannot be distributed by contributions, including among the employees of the enterprise.

Unitary enterprise located in federal property based on law operational management, is a federal state-owned enterprise ..

A state-owned enterprise in relation to the property assigned to it exercises, within the limits established by law, in accordance with the goals of its activities, the tasks of the owner and the purpose of the property, the right to own, use and dispose of it.

The constituent document of a unitary enterprise is the charter, which must contain the following information:

1. The name of the unitary enterprise with an indication of the owner of its property;
2. Its location;
3. The procedure for managing the activities of a unitary enterprise;
4. Subject and objectives of the enterprise;
5. The size of the authorized capital, the procedure and sources of its formation;
6. Other information related to the activities of the enterprise.

A financial and industrial group is understood as a set of legal entities that act as a parent and subsidiary companies or that have combined their tangible and intangible assets in full or in part on the basis of an agreement on the creation of a financial and industrial group for the purpose of technological or economic integration for the implementation of investment and other projects and programs aimed at increasing competitiveness and expanding markets for goods and services, increasing production efficiency, creating new jobs.

Members of a financial and industrial group may be legal entities that signed an agreement on its creation, and the central company of a financial and industrial group established by them, or a parent and subsidiary that forms a financial and industrial group. The financial and industrial group may include commercial and non-profit organizations, including foreign ones, with the exception of public and religious organizations.

The supreme governing body of a financial and industrial group is the Board of Governors of the financial and industrial group, which includes representatives of all its members. The competence of the Board of Governors of a financial and industrial group is established by an agreement on the creation of a financial and industrial group.

The Association of Entrepreneurial Organizations is an association by agreement between themselves commercial organizations in order to coordinate their business activities, as well as represent and protect common property interests. Associations of commercial organizations are non-profit organizations, but if, by the decision of the participants, the association is entrusted with the conduct of entrepreneurial activity, such an association is transformed into a business society or partnership in the manner prescribed The Civil Code RF, or can create a business company for entrepreneurial activity or participate in such a company.

An association on a voluntary basis may unite public, other non-profit organizations and institutions. The members of the association retain their independence and the rights of a legal entity, can use its services free of charge, and, at their discretion, leave the association at the end of the financial year.

The supreme governing body of the association is the general meeting of its members. The executive body of management can be collegial and sole body management ..

In a developed market economy v recent times the formation of intra-firm entrepreneurship is observed, the essence of which lies in the organization in largest companies small implementation enterprises for approbation of inventions, utility models.

Experience shows that intra-firm entrepreneurship can develop if the creative employees of the firm (individual divisions) are "provided" by the management of the firm with the following conditions that make it possible to comprehensively demonstrate their innovative nature of activity:

1. Freedom to dispose of financial and material and technical resources necessary for the implementation of an entrepreneurial project;
2. Independent entry into the market with finished products of labor;
3. The ability to conduct your own personnel policy and special motivation of employees, necessary for the implementation of their own entrepreneurial project;
4. Disposal of a part of the profit received from the implementation of a personal project;
5. Taking on a part of the risk in the implementation of the project.

The fundamental principle is that the entrepreneur acts within the firm as the owner of his own firm, and not as an employee. Consequently, the internal entrepreneur should be focused on the implementation of his personal idea, on the achievement of a specific end result. This approach liberates employees, heads of departments, and allows them to show entrepreneurial talent.

Thus, an entrepreneur can independently choose one or another organizational legal form. A correctly chosen organizational and legal form can give an entrepreneur the tools to develop his business.

1. LECTURES ON THE TOPIC "ENTERPRISE IN A MARKET ECONOMY"

2. Organizational and legal forms of enterprises

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 as 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 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 the Civil Code of the Russian Federation, these include business partnerships and companies, 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, public and religious organizations, non-profit partnerships, foundations, institutions, autonomous non-profit organizations, associations and unions, etc.

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:

a) each of the participants bears equal financial responsibility regardless of the size of its contribution;

b) 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 agreement, are engaged in entrepreneurial activity 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 that is mandatory 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; responsibility of participants for violation of obligations to make contributions.

Simultaneous participation in more than one is prohibited. full partnership... 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, the possibility of exclusion in judicial procedure any of the participants by the 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.

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 may 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 contributing participants (limited partners) who bear the risk of losses in connection with the activities of the partnership within the limits of the amounts made by them.

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. 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 partners receive their contributions from the property remaining after the satisfaction of the creditors' claims, first of all (the general partners participate in the distribution of only the property remaining after that, in proportion to their shares in the contributed capital on an equal basis with the depositors).

2. Society.

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

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

For companies, a minimum amount of property is fixed 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. 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 an LLC is the general meeting of its participants (in addition, an executive body is created to carry out the day-to-day management of its activities). 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.

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

Joint stock companies. A joint-stock company is such a company, the authorized capital of which is divided into a certain number of shares, and its members 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 authorized capital serves as a tool for ensuring 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. 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 board of directors (supervisory board) is created in JSCs, which include more than 50 members, while in JSCs 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. His competence includes the solution of all issues related to the activities of the joint-stock company, except for those that are attributed to the exclusive competence of the general meeting.

3. Production cooperative .

A production cooperative is a voluntary association of citizens on the basis of membership for joint economic activities based on their personal participation and the combination 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. The executive bodies are the board or the chairman, or both; 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 falling 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, limited or unlimited additional payments may be required (also in accordance with the charter).

Cooperatives can carry out entrepreneurial activity only insofar as it serves to achieve the goals for which they were created, and is consistent with these goals.

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 wider 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 the right of operational management (state 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.

An entrepreneur can conduct two types of activities - commercial and non-commercial. Maintaining commercial activities pursues the main goal - to generate income. Non-profit activity has many purposes, the profit from the commission of which does not fall under the category of income.

registration commercial enterprises involves primarily interaction with tax authorities, and social services, payments to which are made exactly from the income.

There are several organizational and legal forms (OPF) of commercial enterprises, the registration of which will allow an entrepreneur to conduct a completely legal business and be protected at the legislative level.

These are individual entrepreneurship (IP), limited liability company (LLC), open and closed joint stock companies (OJSC, CJSC).

Individual entrepreneur

An individual entrepreneur is the most common and simplest OPF, which can be registered by any capable adult citizen of the Russian Federation. In exceptional cases stipulated by law, a teenager who has reached the age of sixteen can also register an individual entrepreneur. Registration of an individual entrepreneur takes place without forming a legal entity.

The advantages of IP are in simplified management accounting, no need for a legal address. To register an individual entrepreneur, the Charter and the presence of the authorized capital are not required.

The disadvantage of an individual entrepreneur is his liability to creditors with all his physical property.

Limited liability company

One can register an LLC individual and a group of founders. To register an LLC, it is required to draw up a Charter, an authorized capital, which cannot be less than 10,000 rubles, and a legal address that cannot coincide with the registration address, but may not coincide with the address of the location of the actual production.

The members of the LLC are liable within their own share of the authorized capital, which terminates with the liquidation of the enterprise.

Joint Stock Companies

For the registration of joint-stock companies, there are regulations on the amount of the authorized capital, which is between the members of the joint-stock company through shares. The regulation also exists for the number of shareholders. In a CJSC the number of participants cannot exceed 50 people. Otherwise, it becomes necessary to change the type of closed company to an open joint-stock company or to reorganize into an LLC. Registration is similar to LLC, only the registration of a joint-stock company is supplemented with a clause on the issue of a primary block of shares.

Both LLC and JSC are registered with the formation of a legal entity and can be liquidated or reorganized in accordance with the law. With regard to individual entrepreneurs, only the termination of registration is possible, payments by the individual entrepreneur on debts are mandatory until they are fully repaid.

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 of individual entrepreneurs or commercial organizations. As the most significant features of a simple partnership, one can note the joint 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 the inseparable personal qualities of the 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.

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 a partnership, the participants of which (general partners), in accordance with the contract, are engaged in entrepreneurial activity on behalf of the partnership and jointly bear subsidiary liability for its obligations.

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.

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.

Limited partnership(limited partnership) – differs from the full one in that, along with general partners, it includes contributing participants (limited partners) who bear the risk of losses in connection with the activities of the partnership within the limits of the amounts made by them.

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 comrades. 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 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)- this is 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 companies in general and LLCs in particular: for this type of organization, the minimum amount of property is fixed 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 of 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.

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

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.

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 ensuring 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 value becomes less than the minimum allowable size of the 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.

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 allocation of some of the participants as managers or the emergence of hired managers that can lead to a discrepancy between the direction of the company's activities and the views on this issue of 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 JSCs 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 the supreme body of the company in the period between general meetings of shareholders. His competence includes the solution of all issues related to the activities of the joint-stock company, 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 joint economic activities based on their personal participation and the combination 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 features of management in a production cooperative, it is worth noting the principle of voting at the general meeting of participants, which is the highest governing body: each participant has one vote, regardless of any circumstances. The 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 falling 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).

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

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 respect; institutions have the right to engage entrepreneurship is not recorded, although there is no direct prohibition).

4. State and municipal UP.

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 the authorized body is obliged to reduce the authorized capital, about which the enterprise notifies the creditors. A unitary enterprise can create subsidiary UE by transferring part of the property to them for economic management.