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Introduction

Chapter 1. Organizational and legal forms of organization

Chapter 2. Analysis of the balance sheet of the enterprise OJSC "Magnit"

2.1 general characteristics enterprises of OJSC "Magnit"

Introduction

Topic term paper"Organizational and legal forms of enterprises and their characteristics." The topic of the course work is relevant since the modern economy of the Russian Federation is based on a variety of forms of ownership and involves the functioning of enterprises of various organizational and legal forms... The central link market economy, in which decisions are made and implemented on the use of a limited number of benefits, taking into account the circumstances of the external environment, the choice of options for solving problems (development alternatives or independent options for action) aimed at achieving the desired final results, are economic entities (organizations, enterprises, household farms).

Coursework objectives:

Consider the concept and essence of organizational and legal forms of an enterprise;

Evaluation of the effectiveness of organizational and legal forms of enterprises;

Analyze the balance sheet on the example of the company OJSC "Magnit".

The course work consists of an introduction, two main sections, a conclusion and a list of used literature.

The introduction determines the relevance, research objectives, builds the structure of the course work.

The first chapter includes the concept and basic characteristics of the enterprise. This chapter also discusses the role and structure of the enterprise, organizational and legal forms of enterprises.

In the second chapter, the organizational and legal characteristics are considered on the example of the enterprise OJSC "Magnit", as well as the analysis of the balance sheet of the enterprise.

Chapter 1. Organizational and legal form of organization

legal commercial balance

1.1 The concept, signs and principles of the organization of the enterprise

Enterprises can be created in different organizational and legal forms, which is regulated by the Civil Code of the Russian Federation.

The organizational and legal form is a legally enforceable form of ownership, a way of forming the capital of an enterprise, distributing results and responsibility for its activities.

When deciding on the choice of organizational and legal form, the entrepreneur determines the required level and scope of possible rights and obligations, which depends on the profile and content of future activities, the possible range of partners, existing legislation in the country.

The legal form of an enterprise is a set of legal and economic norms that determine the nature, conditions and methods of forming legal and economic relations between employees and the owner of the enterprise, between the enterprise and other business entities external to it and government authorities. These legal norms govern internal and external relations, the order of organization and activities of enterprises.

The presence of organizational and legal forms of management, as shown by world practice, is the most important prerequisite for the effective functioning of a market economy in any state, including Russia.

An enterprise is an independent economic entity with the rights of a legal entity, which, based on the use of property by the labor collective, produces and sells products, performs work, and provides services.

The main task of the enterprise is economic activity aimed at making a profit to meet the social and economic interests of its members. labor collective and the interests of the owner of the property of the enterprise.

The main features of an enterprise as a legal entity are:

Economic independence;

Organizational unity, properly formalized and reflected in the constituent documents;

Property isolation (the presence of separate property used for specific purposes);

Property liability for their actions and obligations;

Independent civil liability;

Own name and performance in civil law on its own behalf (on its own person);

Availability of an independent balance sheet;

The presence of a current account, seal.

In the system of the national economy, the enterprise is the main link, which is determined by the following circumstances:

1. The enterprise manufactures products, performs work, services that form the basis of the life of both a person and society as a whole;

2. The enterprise acts as the main subject of industrial relations that develop in the process of production and sale of products between various participants;

3. The enterprise is not only economic, but also social organization, since it is based on a person or a work collective;

4. The interests of society, the owner, the collective and the employee are intertwined at the enterprise, their contradictions are developed and resolved;

5. The enterprise, carrying out production and economic activities, has an impact on environment, determining the state of the sphere of human habitation.

The main principles of the organization of the enterprise are:

Organizational and administrative isolation;

Financial and economic independence;

Industrial and technical unity.

Organizational and administrative isolation means that an enterprise has separate property, united team, a single administration and has the right of a legal entity.

Financial and economic independence lies in the fact that the company organizes its activities on the basis of self-sufficiency and has a single complete form of accounting and reporting. It can dispose of cash material and financial resources in order to ensure its successful functioning and development, has a bank account to which all funds are received and through which all payments of the enterprise are made, has the right to independently plan its activities, carry out foreign trade operations, etc. etc.

Industrial and technical unity is ensured by a set of means of production (buildings, structures, machines, equipment, etc.), united in special production units and parts that are technologically related in the manufacturing process. It predetermines unified system technical documentation, a general technical policy, a unified system of machines, the presence of general, auxiliary and service units.

1.2 Role and structure of the enterprise

The role of the enterprise is manifested in the following:

At the enterprise level, the main economic problems of society are solved (what to produce, how to produce, for whom to produce);

The economic situation in the country as a whole depends on the results of the enterprise;

The company creates jobs by providing employment for the population;

The quality of products, goods, services, meeting the needs of the population depends on the activities of the enterprise;

The company forms budgets through the tax system different levels and extrabudgetary funds;

The enterprise, carrying out foreign economic activity, forms the country's foreign exchange resources;

The enterprise, using the received net profit, provides social development labor collective.

The company is classified by industry (types of activities), organizational and legal forms, size. A sign of the division of enterprises in the sphere of production and commodity circulation by size into large, medium and small is the number of employees.

The functions of the enterprise depend on the profile of the activity (production of products, performance of work, sale of goods, provision of services, etc.) and are specified depending on the industry, size, and form of ownership. In accordance with the functions performed, enterprises by their economic purpose can be grouped into two blocks:

Carrying out the production of products;

Providing services.

To perform its functions, the enterprise solves a number of tasks (purchasing equipment, raw materials, attracting labor, organizing technological process and activity management, analysis and planning, etc.), which are determined by the goals of the enterprise, the size of capital, the state of the internal and external environment. The essence of the enterprise is characterized by legal, economic and sectoral aspects.

From a legal point of view, an enterprise is a legal entity. A legal entity is an organization that owns, operates economically or operational management separate property and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court, has an independent balance sheet or estimate (Civil Code of the Russian Federation, paragraph 1 article 48).

The essence of the enterprise in the economic aspect is characterized by its complete independence in the choice of types and objects of activity, the conclusion of contracts, etc.

The enterprise must have material, labor, financial resources to perform its functions and tasks. When using these resources, the enterprise makes various operational decisions. The degree of independence in making these decisions depends on what rights it has in relation to property. An enterprise has full economic independence if it operates at the expense of own funds... With operational and economic independence, the enterprise carries out its activities at the expense of shareholders, the federal budget, local authorities state power. The property can belong to the company on the basis of ownership (the company owns the property and disposes of it); on the right of economic management (the enterprise owns, uses and disposes of the property transferred to it within the limits defined by Art. 294, Art. 295, 300 h. 1 of the Civil Code of the Russian Federation); on the right of operational management (the enterprise uses and disposes of the property assigned to it only with the consent of the owner in accordance with Art. 296-300 Part 1 of the Civil Code of the Russian Federation).

The sectoral aspect of the activities of enterprises reveals their specifics. An enterprise in each industry has a different purpose, production and organizational structure.

The structure of an enterprise is the composition and ratio of its structural divisions, distinguished according to the criteria of production and management processes... Distinguish between the organizational structure of production and the organizational structure of management. The structure of the production structure commercial enterprise includes departments, sections, warehouses, etc. The management structure includes accounting, economic planning department, finance department, personnel department, marketing department, etc.

The structure of an enterprise is one of the elements of its internal environment. In addition to the structure, the internal environment of the enterprise is formed by: production activities, resources, finance, accounting, management, marketing, organization and technology of production activities.

The activities of the enterprise are largely determined and external environment, which is formed by: suppliers, consumers, shareholders, creditors, competitors, government agencies, as well as various economic, political, legal, socio-cultural, democratic, technological and other factors.

1.3 Organizational and legal forms of commercial enterprises

Commercial organizations - organizations, the main purpose of which is to make a profit and distribute it among the participants

Commercial organizations:

1. Business partnership:

Full partnership

Limited partnership

2. Business company:

Open Joint Stock Company (OJSC)

Closed Joint Stock Company (CJSC)

Society with limited liability(OOO)

Additional Liability Company (ALC)

Daughter economical society(DRL)

3. Production cooperative:

Agricultural artel (collective farm) SPK

Fishing artel (collective farm) RPK

Cooperative farm (cooperative farm) SKH

4. State municipal (unitary) enterprises:

State (treasury) enterprise GKP

Municipal enterprise

Business partnership

The participants in a full partnership jointly bear additional (subsidiary) liability with their property for the obligations of the partnership. This means that the responsibility of all participants is proportional to the size of their contribution. So, if the property of the partnership is not enough to pay off debts, then the partners are responsible with their personally owned property, in proportion to the contributions made to the organization. A person can be a member of only one full partnership. The number of participants is not limited. A general partnership is created and operates on the basis of a memorandum of association, which is signed by all of its participants. If, as a result of losses incurred by the partnership, the value of its net assets becomes less than the amount of its contributed capital, the profit received by the partnership is not distributed among the participants until the value of net assets exceeds the amount of the contributed capital.

Providing for the possibility of a participant's withdrawal from a full partnership, he is required to declare his refusal to participate in the partnership at least six months before the actual withdrawal. An agreement between the participants in the partnership to renounce the right to withdraw from the partnership is null and void. Further, the participant who has retired from the partnership is paid the value of a part of the property, corresponding to his share in the contributed capital, and by agreement with him, it is possible to issue the property in kind. At the same time, the shares of other participants are increasing. According to the legislation, a participant in a partnership has the right to transfer his share or part of it in the pooled capital to another participant or a third party, subject to the consent of all members of the partnership.

A general partnership is liquidated when the only participant remains in it (except for the rules of liquidation of legal entities in accordance with the Civil Code of the Russian Federation). Such a participant has the right, within six months, to transform such a partnership into a business company in the manner prescribed by the Code.

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

In a limited partnership, along with general comrades, the so-called limited partners take part in the formation of the contributed capital, i.e. investors who do not participate in business activities, but receive profit and bear the risk of losses within the amount of the contribution made. This form allows attracting additional capital from persons interested in the profitable placement of their free funds. Contribution can be made not only to monetary form, but also in the form of providing premises, Vehicle and in another way. This form expands the economic base of the partnership, allows you to accumulate funds for large-scale entrepreneurial activities. A person can be a general partner in only one limited partnership. A participant in a full partnership cannot be a full partner in a limited partnership. It is created and operates on the basis of the memorandum of association, which is signed by all general partners.

A limited partnership shall be liquidated upon retirement of all contributors who participated in it. However, general partners have the right, instead of liquidation, to transform a limited partnership into a full partnership.

Economical society:

Joint-stock company is a company, the authorized capital of which is divided into a certain number of shares; the participants of the joint-stock company (shareholders) 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, from the point of view of an individual entrepreneur, is the optimal form of organizational and legal registration of entrepreneurial activity. It can be created by one person or consist of one person if one shareholder acquires all the shares of the company.

Shareholders are entitled to a share of the income of the joint-stock company. The part of the profit paid to the owner of the share is called a dividend. The part that is not paid as dividends is called retained earnings.

A joint-stock company, by law, cannot have as sole participant a business entity consisting of one person.

Types of joint stock companies:

Open (OJSC)

Closed (JSC)

Open Joint Stock Company (OJSC)

An open joint stock company is a joint stock company whose members can freely sell and buy shares of the company without the consent of other shareholders. It can conduct an open subscription to the shares it issues, which can be freely traded on stock market... This implies the complete openness of the society and careful control over its activities, therefore it is obliged to publish annually for the general information:

Annual report;

Balance sheet;

Profit and loss account;

and annually engage a professional auditor to check and confirm the annual financial statements.

The supreme governing body of the JSC is the general meeting of shareholders. The competence of the general meeting is:

Changing the charter of a company

Change of size authorized capital

Approval of annual reports and balance sheets, distribution of profits and losses

Formation of executive bodies and early termination of their powers

Decision on reorganization or liquidation of a company

Election of the Audit Commission

Solving other issues

If the number of shareholders exceeds 50 people, then the Board of Directors (Supervisory Board) is created. Its competence is determined by the charter of the joint-stock company.

The executive body of a JSC can be collegial (board, directorate) and / or sole (director, general director). He carries out the day-to-day management of the company's activities and reports to the Board of Directors and the general meeting of shareholders. JSC, as well as JSC, is a fairly popular form of entrepreneurship both in Russia and around the world. As a rule, open joint stock companies are large companies.

Closed Joint Stock Company (CJSC)

A closed joint-stock company is a company whose shares are distributed only among its founders (among a predetermined circle of persons), when the form of open subscription to the shares issued by the company is not used and they cannot be freely sold and bought on the stock market.

A potential buyer cannot simply instruct their broker to purchase a certain amount of shares. Initially, the shares of such a company are distributed privately, and shareholders can only dispose of them with the consent of the company. This limitation in finance is a major determinant of the size of companies, which tend to be small and medium-sized.

The number of CJSC members cannot exceed 50 (if this number of shareholders is exceeded, the company must be transformed into an open joint-stock company by re-registration).

A closed joint stock company is not required by law to disclose information about itself to the extent required by the OJSC; however, it is required to submit an annual report to the Companies Registry Office, which is open to any member of the public for inspection.

IN this moment most small and medium-sized enterprises in Russia are closed joint stock companies, which makes this form of business the most popular.

Limited Liability Company (LLC)

A company founded by one or more persons, the authorized capital of which is divided into shares, according to the founders of the document (charter of the enterprise). Participants are not liable for obligations and bear the risk of losses within the value of their contributions.

Unlike state and municipal unitary enterprises, to the property of which their founders have the right of ownership or other property right, limited liability companies (as well as other types of business companies, business partnerships and production cooperatives) are characterized by the fact that their participants have obligations in relation to them.

In private economic practice, LLC is the most demanded organizational and legal form among commercial organizations.

At the same time, a limited liability company is characterized by the fact that the current (operational) management in the company (as opposed to partnerships) is transferred to the executive body, which is appointed by the founders either from among themselves or from among other persons. The members of the company retain the rights to strategic management society, which are carried out by them through periodic general meetings of participants. Unlike joint stock companies, the competence of the general meeting of participants in a limited liability company can be expanded at the discretion of the participants themselves; also, individual participants may be granted additional rights.

Unlike joint stock companies, the profit of a limited liability company can be divided between the members of the company not only in proportion to their shares in the charter capital of the company, but also in a different way in accordance with the Charter of the company (if a different procedure is provided for by the Charter).

Unlike participants in a joint-stock company (shareholders), a participant in a limited liability company can not only sell (or otherwise cede) his share in the authorized capital of the company, but also leave the company, demanding payment of the value of a part of the property corresponding to his share in the authorized capital of the company. if it is provided by the Charter of the company. The participants of a limited liability company, as well as the company itself, have the pre-emptive right to purchase the share of one of the participants, if he intends to sell his share to third parties. Also, the Charter of the company may provide for a prohibition on the alienation of the share of participants to third parties.

Additional Liability Company (ALC)

An additional liability company is a company established by one or more persons; it is in many ways similar to a limited liability company.

Its authorized capital is divided into shares in accordance with certain constituent documents... Individual citizens, legal entities, citizens and legal entities, as well as (public organizations) can be members of this society. It should be noted that state bodies, as well as bodies local government do not have the right to act as members of the company unless otherwise provided by law.

This society can be opened by one person who is its one-time participant. As contributions (shares), participants can contribute cash, buildings, structures, machines, raw materials, materials, securities, as well as intellectual property in the form of know-how (recipe, technical idea, new technology All non-monetary contributions are subject to unanimous approval by the general meeting of the founders of the company.

The only difference is that the ALC has additional subsidiary liability for the obligations of the company. Such responsibility does not apply to the entire property of the participants, but only to its part, which is predetermined by the constituent documents of the company.

If one of the participants goes bankrupt, his additional liability is divided among the rest (proportionally or in a different order). Therefore, the total amount of additional guarantees to the creditors of the company remains unchanged.

The specificity of the ALC is in the exclusive form of the property liability of the participants for its debts.

Subsidiary business company (DRL)

Any business company can be recognized as a subsidiary and dependent company: joint-stock, limited or additional liability company. Characteristic feature subsidiaries and dependent companies is that the parent ("parent") company not only influences their decision-making, but also bears responsibility for the debts of subsidiaries.

A business company is recognized as a subsidiary if:

1. participation of the main company or partnership prevails in its authorized capital;

2. there is an agreement between them;

3. The parent company or partnership can determine the decisions made by this company.

The recognition of the company as a subsidiary had certain consequences for the parent company or partnership: it had to answer to creditors for the actions of the subsidiary. So, when concluding a transaction at the direction of the parent company (partnership), the parent and subsidiary companies are jointly and severally liable. In case of bankruptcy of a subsidiary through the fault of the parent company (partnership), the latter is subsidized for the subsidiary's debts to its creditors, i.e. only if the subsidiary's property is insufficient to pay off debts. In this case, the subsidiary is not liable for the debts of the parent company (partnership). If subsidiary losses are caused due to the fault of the main company (partnership), then it has the right to demand their compensation from the main organization, provided that it is proven guilty in these losses.

Production cooperative (artel)

A certain place in the system of commercial organizations belongs to a production cooperative (artel). This organizational and legal form of management is a voluntary association of citizens on the basis of membership for a joint production or other economic activity(production, processing, sale of industrial, agricultural and other products, performance of work, trade, etc.) based on their personal labor and other participation and the consolidation of property shares by its members (participants). The law and the constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization.

Such cooperatives bear subsidiary responsibility for the obligations of the cooperative (as in business partnerships) and carry out their activities on the basis of the charter with the formation of governing bodies (similar to business companies). But unlike the latter, the management of a production cooperative is carried out according to the principle “one person - one vote” and does not depend on the size of its property contribution.

The charter of the cooperative, in addition to generally accepted information, must contain conditions on the size of the share contributions of the members of the cooperative; on the composition and procedure for making shares by members of the cooperative and their responsibility for violation of the obligation to make shares; on the nature and procedure of labor participation of its members in the activities of the cooperative and their responsibility for violation of the obligation for personal labor participation; on the procedure for distributing the profits and losses of the cooperative; on the size and conditions of subsidiary liability of its members for the debts of the cooperative; on the composition and competence of the governing bodies of the cooperative and the procedure for making decisions by them, including on issues on which decisions are taken unanimously or by a qualified majority.

The number of members of the cooperative must not be less than fifty.

In foreign countries, these cooperatives have not received such a significant development. They are not focused on generating income and profits, their purpose is to help members of the cooperative and those in need.

State and municipal state enterprises

Only state and municipal enterprises could be created in a unitary form. The property to which they are endowed is, respectively, in state or municipal ownership and belongs to enterprises on the basis of the right of economic ownership or operational management. The governing body of a unitary enterprise is the head appointed by the owner (or by the body authorized by the owner). The owner of the property of an enterprise based on the right of economic management is not liable for the obligations of the enterprise. Equally, an enterprise of this type is not liable for the debts of the owner of the property.

Thus, the measures of economic isolation of unitary enterprises are clearly and rigidly indicated.

The constituent document of an enterprise based on the right of economic management is its charter, approved by an authorized state body or local self-government body. The authorized capital is fully paid by the owner prior to state registration. The size of the authorized capital is 1000 times the size of the minimum wage. The owner solves the issues: creation, reorganization and liquidation of the enterprise; definition of the subject and goals of its activities: control over the use and safety of property. The owner has the right to receive a portion of the profit.

A unitary enterprise can create a subsidiary unitary enterprise by transferring part of the property to it for economic management.

1.4 Organizational and legal forms of non-profit enterprises

Non-profit organizations are considered to be organizations in which making a profit is not the main goal of their activities. In its implementation, the profit received should not be distributed among the participants, however, they can carry out entrepreneurial activity if it serves the implementation of the main (statutory) goal of the organization and corresponds to it. For this purpose, non-profit organizations are allowed to establish business associations or be members of them.

Non-profit enterprises:

Consumer cooperative

Public and religious organizations

Institutions

Consumer cooperative

A consumer society (cooperative) is a voluntary association of citizens and legal entities on the basis of membership in order to satisfy the material and other needs of participants, carried out by combining property shares by its members.

The charter of a consumer cooperative must contain, in addition to generally accepted information, conditions on the size of the share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their responsibility for violation of the obligation to make shares; on the composition and competence of the management bodies of the cooperative and the procedure for making decisions by them, including on issues on which decisions are taken unanimously or by a qualified majority; on the procedure for covering the losses incurred by the members of the cooperative.

The members of the consumer cooperative are obliged to cover the resulting losses through additional contributions within three months after the approval of the annual balance sheet. If this obligation is not fulfilled, the cooperative may be liquidated in court at the request of creditors.

Members of a consumer cooperative jointly bear subsidiary liability for its obligations within the unpaid part of the additional contribution of each member of the cooperative.

The income received by the consumer cooperative from entrepreneurial activities carried out by the cooperative in accordance with the law and the charter is distributed among its members.

Public and religious organizations

Public and religious organizations (associations) are voluntary associations of citizens, in the manner prescribed by law, united on the basis of their community of interests to meet spiritual and other non-material needs.

Organizations have the right to carry out entrepreneurial activities only to achieve the goals for which they were created, and corresponding to these goals. Participants (members) of these organizations do not retain the rights to the property transferred by them to these organizations, including membership fee... They are not responsible for the obligations of public and religious organizations in which they participate as their members, and these organizations are not responsible for the obligations of their members.

The Foundation is recognized as a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational and other socially useful goals. The property transferred to the foundation by its founders is the property of the foundation. The founders are not responsible for the obligations of the foundation they have created, and the foundation is not responsible for the obligations of its founders.

The Foundation uses the property for the purposes specified in its charter. The foundation has the right to engage in entrepreneurial activities necessary to achieve socially useful goals for which the foundation was created, and corresponding to these goals. In order to carry out entrepreneurial activities, foundations have the right to create economic companies or participate in them.

The foundation is obliged to publish annually reports on the use of its property.

The procedure for managing the foundation and the procedure for the formation of its bodies are determined by its charter, approved by the founders.

The charter of the foundation, in addition to the generally established information, must contain information on the purpose of the foundation, instructions on the bodies of the foundation, including on the board of trustees supervising the activities of the foundation, on the procedure for the appointment of officials of the foundation and their release, on the location of the foundation, on the fate of property. fund in the event of its liquidation.

Institution

An institution is an organization created by the owner for the implementation of managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part. The rights of the institution to the property assigned to it correspond to the rights of the state enterprise, that is, this property can be used only for the purpose of fulfilling its statutory activities and the tasks of the owner.

The owner of the property assigned to the institution has the right to seize excess, unused or misused property and dispose of it at his own discretion. The institution is responsible for its obligations with the funds at its disposal. If they are insufficient, the owner of the respective property shall bear subsidiary responsibility for his obligations.

Chapter 2. Analysis of the balance sheet of the enterprise OJSC "Magnit"

2.1 Characteristics of the trading enterprise OJSC "Magnit"

Open Joint Stock Company “Magnit”, hereinafter referred to as “Company”, was established on November 12, 2003 as Closed Joint Stock Company “Magnit” (the main state registration number 1032304945947), on January 10, 2006, an extraordinary General Meeting of Shareholders made a decision to change the full corporate name to Open Joint Stock Company “Magnit”. The Company is a legal entity and acts on the basis of this Charter and the legislation of the Russian Federation.

The company was created without limitation of the term of its activity

Location of the company: Russian Federation, the parent company is located in the city of Krasnodar, st. Sunny, 15/5. Chain stores are located in the Stavropol Territory, namely in st. Essentuki, st. Gagarina 9

The main goal of the company is to make a profit.

The company carries out the following main activities:

Renting out your own non-residential real estate;

Wholesale of meat, including poultry, meat products and canned meat and poultry meat;

Wholesale of dairy products;

Wholesale of edible oils and fats;

Wholesale trade in soft drinks;

Wholesale of alcoholic beverages, except beer;

Wholesale of beer;

Wholesale trade in sugar;

Wholesale of sugar confectionery including chocolate;

Wholesale of coffee, tea, cocoa and spices;

Wholesale of fish, seafood and canned fish;

Wholesale of ready-made food, including trade in children's and dietary products;

Nutrition and other homogenized food products;

Wholesale of flour confectionery;

Wholesale of flour and pasta;

Wholesale trade in cereals;

Wholesale of salt;

Wholesale of other food products, not included in other categories;

Wholesale of cleaning products;

Retail sale in non-specialized stores with food predominantly;

Including drinks, and tobacco products.

The history of the creation of the society.

1994 - 1998: Start: Wholesale

Establishment of a sales company household chemicals S.N. Galitsky

Thunder becomes one of the leading official distributors of household chemicals and cosmetics in Russia

Decided to enter the market retail food

1998 - 1999: Entering the retail food market

Opening of the first grocery store in Krasnodar

Format experiments

The stores are merged into the Magnit retail chain

2001 - 2005: Intensive development in order to take a firm position in the market

Swift regional development: 1,500 stores at the end of 2005

Adoption of IFRS

Strict financial control

Motivational wage system

2006 - 2009: Further development of the traditional format. Transition to multi-format

Leader in Russian food retail by the number of IPO buyers in 2006

Start of construction of hypermarkets

Independent director elected to the Board of Directors Audit Committee established

A set of rules developed and introduced corporate behavior SPO in 2008, 2009

24 hypermarkets opened in 2007-2009 636 convenience stores opened in 2009 (total number of stores as of 31 December 2009 is 3,228) 2010-2012: Strong position in the sector

Accelerated growth - more than 1,000 convenience stores, 42 hypermarkets and 208 cosmetics stores opened in 2011

Successful placement of shares in December 2011, proceeds amounted to $ 475 million.

Large-scale investment program for 2012: capital expenditure plan of about $ 1.1-1.4 billion.

Planned opening of up to 800 convenience stores and 50-55 hypermarkets during 2012

Work to improve efficiency

The chain of stores "Magnet" is:

Market leader in terms of the number of retail facilities and territory of presence in Russia - 64 branches, 1 representative office, 6,046 convenience stores, 126 hypermarkets, 20 Magnit Family stores and 692 cosmetics stores in 1,605 cities and towns;

A company with a powerful logistics system including 18 distribution centers, automated system inventory management and a fleet of 4401 vehicles that ensure timely delivery of goods to all stores in the chain;

One of the leading retail companies by sales volume. The company's revenue in 2012 amounted to USD 14.430 million, EBITDA - USD 1.524 million;

The largest employer in Russia - the company employs over 180,000 people. The retail chain "Magnit" was repeatedly awarded the title of "Best Employer of the Year";

One of the five largest food retailers in the world in terms of business capitalization.

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Organizational forms of enterprises

In accordance with the Civil Code of the Russian Federation, the following organizational forms of commercial enterprises can be created in Russia: business partnerships and societies, 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 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 implementation of entrepreneurial activities by the partnership. activities.

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

Additional liability company. A feature 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 mobilization 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 property of the owner assigned to it 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 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;
constituent agreement on 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 state fees;
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, size of the authorized capital, the composition and procedure for distribution of profits, the formation of enterprise 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 carried out within three days from the date of submission required documents or within thirty calendar days from the date of postage 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 of the 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.

To understand the essence and basis of the differences between commercial organizations, one should recall the history of the emergence and development of entrepreneurial activity.

Initially, an artisan, a merchant, relying on his subsistence economy and property, using his abilities, produced goods.

Then, in connection with the expansion of market needs and the need for cooperation, the artisan and merchant began to unite with their colleagues, uniting not so much capital as labor resources (personal and hired).

As such associations developed and their size increased, they began to unite not so much labor as capital. The historical process of changing the ratio of labor and capital in business structures can be characterized by the following graph:

Symbols:

IE - individual entrepreneur
PT - full partnership
KT - limited partnership
PC - production cooperative
LLC - limited liability company
ODO - additional liability company
CJSC - closed joint stock company
JSC - open joint stock company

This graph shows the ratio of labor and capital, combined in various forms of commercial organizations. Obviously, the less importance is attached to the labor contributions of the participants, the more developed form of association can be used by the participants.

From the graph it becomes clear why the participants in a full partnership only conclude an agreement, and the shareholders only approve the charter.

This graph also reflects the responsibility of the participants for the debts (obligations) of the organization they created.

Business partnerships differ from business companies in that they unite persons (individuals and / or legal entities) into partnerships, and capital into companies. This means that the participants of the companies MAY not participate in its activities, and the participants of the partnerships MUST participate.

From this, as well as from the fact that the participants in the partnerships are fully responsible for the debts (obligations) of the partnerships, it follows that one person is prohibited from participating in several partnerships.

Citizens - participants of partnerships can only be individual entrepreneurs.

It should be noted that the legislation uses three terms to define participants in partnerships and companies: founder, participant, shareholder. A founder is a participant recorded in the constituent documents during the state registration of an organization, and the peculiarities of his status, as a rule, disappear after registration. A shareholder is a member of a joint stock company.

Essential characteristics of organizational and legal forms of COMMERCIAL organizations
Full partnership

A form that is practically not used in Russia. A general partnership assumes full joint and several liability of the founders (participants) for the obligations of the partnership with ALL of its property, belongings. If the debtors are jointly and severally liable, any creditor has the right to collect debts from any debtor in full (and the joint and several debtors will then deal with each other).

But in conditions of legal instability, tax and administrative lawlessness, it is undesirable to endanger all your property with bankruptcy.

The participants in a full partnership are individual entrepreneurs or legal entities who have combined their efforts and capital to conduct joint business activities.

The law does not establish the minimum amount of the joint-stock capital of a general partnership, since creditors, if this capital is insufficient, foreclose on all the property of the participants in the partnership.

The conduct of partnership affairs (management, conclusion of transactions) is possible in several ways:

· Each participant concludes deals on his own, for which everyone is responsible;

· All transactions are concluded by the unanimous decision of the participants;

· All transactions are concluded by the decision of the participants, adopted by the majority of votes;

· One or some of the participants can enter into transactions;

· A combination of these methods, depending on the type, scale of the transaction.

Limited partnership (limited), based on official powers

Participants are liable to the extent of their contributions to the authorized capital, but there is an exception to this rule. The main external difference between this form of organization and a full partnership is that it has two types of participants.

Some participants bear full (unlimited) responsibility and have the right to manage the partnership, other contributing participants (limited partners) simply invest their capital in the partnership, have the right to profit, but are not responsible for the partnership's obligations (except for the risk of loss of the investment) and do not participate in business management. Investors do not even sign the memorandum of association establishing this partnership. The depositor may not be an individual entrepreneur.

This form is transitional from partnerships to companies, firstly, in terms of the degree of responsibility: from full responsibility of the first type of participants to limited liability of contributors, and, secondly, in terms of the degree of participation: from personal participation to participation in capital.

It also combines the serious advantages of partnerships and companies. The issuer - the investor of capital - is less risky if the manager (s) are fully responsible.

Limited Liability Company (LLC)

A form of capital pooling, combined with the possibility of personal participation in the activities of the organization. That is why LLC is the most common form.

This organizational form already requires the creation of governing bodies, and therefore the development of a charter regulating issues of internal and external activities society.
The management system is at least two-level: the general meeting of participants and the executive body. A collective executive body (board, directorate) is possible, but there must necessarily be an official acting on behalf of the organization without a power of attorney

According to Art. 56 of the Civil Code, “if the insolvency (bankruptcy) of a legal entity is caused by the founders (participants), the owner of the property of the legal entity or other persons who have the right to give instructions binding on this legal entity or otherwise have the ability to determine its actions, on such persons in case of insufficient property of a legal entity may be entrusted with subsidiary liability for its obligations. " Subsidiary liability is a liability in which, in the absence of sufficient property of a legal entity, the debtors' claims are presented to the participants, and they pay with their property.

Additional Liability Company (ALC)

It differs from a limited liability company in that the participants are responsible not only within the authorized capital, but also in addition to a certain amount that is a multiple of the authorized capital. For example, the authorized capital of an ALC is 10 million rubles. The charter stipulates that the company bears additional responsibility in the amount of five times. This means that if the property of the company is insufficient, creditors can receive 50 million rubles from the participants, and from any of them, since the participants are jointly and severally responsible.

Joint Stock Company (JSC)

The most detailed legislatively regulated form of organization, since in addition to the Civil Code, the Law of the Russian Federation “On Joint Stock Companies” is in force.

The essence of the creation of a joint-stock company is the announcement by the founder of the creation of a joint-stock company, i.e. the issue of securities (shares) for sale, and an offer to a certain or indefinite circle of persons to buy these securities, thereby forming the authorized capital.

In this, a joint-stock company differs from an LLC, during the creation of which the contributions (contributions) of all founders are clearly defined and there is no assumption in the charter that the authorized capital MAY increase to some value.

The next difference from LLC is that in a limited liability company there is a possibility of “exit” from the membership with the withdrawal of its share of the property. In a joint-stock company, there cannot be such an opportunity, since when “entering” the company, the participant (shareholder) did not contribute property, but bought shares. Accordingly, he, as the owner of the securities, has the right to sell them to anyone who wants to buy them, but he does not have the right to demand that the company return the property (or its value) of the company to him. This situation prevents the risk of undermining the viability and viability of the society when the participants leave.

Another difference between LLC and JSC is that in a joint-stock company there is always a possibility to alienate shares to third parties (not shareholders), and the charter of an LLC may prohibit the alienation of shares to third parties. In compensation for this restriction, as already noted, the LLC participant may, upon leaving, demand the value of his share of the property from the company.

The RF Law "On Joint Stock Companies" has seriously changed the legislation governing this form of organization.

On the one hand, the law provides for guarantees and mechanisms for protecting the rights of shareholders, regardless of the size of the block of shares held by them. (For example, the right of a shareholder to sell his shares to the company in case of disagreement with the decision of the general meeting, detailed regulation of the procedure for preparing and holding the general meeting, etc.)

On the other hand, measures are provided to protect the management of the organization from the intervention of incompetent shareholders in solving private production issues, from the possibility of making decisions that bring immediate income and undermine the development of production. (For example, limiting the competence of the general meeting to a range of strategic issues, restrictions on the payment of dividends, considering a number of issues at the meeting only on the recommendation of the Board of Directors, etc.)

Production cooperatives

A production cooperative is a voluntary association of citizens (participation of legal entities is also allowed) on the basis of membership for joint production or other economic activities based on their personal labor and other participation and the consolidation of property shares by its members (participants).

As a rule, membership in a cooperative is based on personal labor, the payment of a property contribution specified in the charter, the equality of each member (each has only one vote), and the dependence of income on labor participation. Cooperative members are not entrepreneurs (as in partnerships).

The members of the cooperative bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by the law on production cooperatives and the charter of the cooperative (Article 107 of the Civil Code of the Russian Federation).

State and municipal unitary enterprises

The main feature of these forms is that they are not the owners of their property. State or municipalities they transfer property to these enterprises on the basis of the right of economic management, i.e. with restrictions in the right to dispose (transfer, alienate) property. Therefore, when determining the status of these enterprises, their powers when concluding transactions, it is necessary to take into account the rules (norms) of Articles 294-300 of the Civil Code of the Russian Federation, as well as the provisions of the Federal Law of the Russian Federation "On State and Municipal Unitary Enterprises".

The term "unitary" in the name of these enterprises determines the indivisibility of their property, i.e. complete absence of the possibility of dividing the authorized fund into shares, shares, etc. Therefore, it is impossible to take part, get a share in such an enterprise for other legal entities or individuals. By the way, the term “authorized capital” in these enterprises has been transformed into “authorized capital” because the property is not alienated by the founder, is not transferred into ownership, but is given to economic management - into a kind of “fund”.

A state unitary enterprise differs from its counterparts in that it is based on property in federal ownership, and in that the property is transferred to operational management, and not to economic management. It follows from this that the owner - the Russian Federation - is responsible for the debts of the state enterprise, while the owner of the state and municipal enterprise is not responsible for his debts.

Unlike most commercial organizations, enterprises have special, rather than general, legal capacity. The consequence of this is that the owner of the property, approving the charter of the enterprise, establishes the goals of its creation and the subject of activity. Transactions that are concluded in violation of the subject of activity are void (Article 168 of the Civil Code of the Russian Federation).

By the way, it will be noted that the indication in the constituent documents of commercial organizations with general legal capacity, the subject of activity is not necessary, and the absence of such a list cannot serve as a basis for any restrictions on their economic independence.

Essential characteristics of organizational and legal forms of non-profit organizations

Public and religious associations

Citizens (and only they) have the right to organize public associations in various forms to meet any needs (organizations, institutions, movements, foundations, public initiative bodies, unions public associations). These organizations are authorized to carry out entrepreneurial activities consistent with the goals of the organization. Therefore, if there is a need to use this form for doing business, you should carefully formulate the goals of the organization in order to combine the subject of entrepreneurship with these goals.

Foundations

The main difference between the foundation and other forms is that the founders of the foundation, after its establishment and registration, lose all rights to the foundation and its property. The fund exists as if by itself and is managed board of trustees... The foundation can engage in entrepreneurship only through the economic companies it creates.

Non-profit partnerships

Absolutely new form... The consolidation of the property of members is similar to a limited liability company, but the members of the partnership have the right to receive the contributed property or its value upon withdrawal or exclusion from the partnership.

Institution

An organization fully or partially financed by the founder - the owner of the property of the institution. The founder is responsible for the obligations of the institution if the latter lacks funds (and not property). The founder can be both a citizen and a legal entity.

The law does not specify how many founders there can be. The term "owner" is used. Therefore, a collective founder-owner is not excluded (several owners who own shared or joint property).

Autonomous non-profit organization

A hybrid of a foundation and a non-profit partnership. There is no membership, property is not returned to the founders, management is carried out by an autonomous (independent from the founders) body. But he has the right to entrepreneurship.

Association (union)

Only legal entities are united in this organization. The members of the association bear subsidiary liability for its debts even for two years after leaving the association. Not eligible for entrepreneurship.

Consumer cooperative

The most familiar form to all (ZhSK, GSK, etc.). An exotic variety of it - consumer cooperation(a rudiment of "consumer unions"), which in accordance with the Law of 1992 is a "society of shareholders".

The members of the cooperative are annually obliged to cover the losses incurred by their contributions.

Homeowners' associations

An analogue of a housing construction cooperative, but after the end of construction. Designed for the organization of public utilities for the housing stock, which is in private ownership.

Summary comparative tables of characteristics of organizations

General definition of commercial organizations:

· Organization - a legal entity;

· The main goal is to make a profit;

· The possibility of distribution of profits among the participants.

Types of commercial organizations

A Business partnerships

1. full partnership

2.a limited partnership

B Business societies

· with limited liability

With additional responsibility

Joint-stock closed and open

To production cooperatives

Г State and municipal unitary enterprises

Characteristic, sign	Type of commercial organization
						IN	G
Constituent documents:
charter					X	X	X
contract	X	X
charter and contract			X	X
List of participants:
individuals
legal entities							X
physical / legal faces	X	X	X	X	X	X

obligatory			X	X	X	X
real (property)	X	X					X
no property

initial contributions	X	X	X	X	X	X	X
regular deposits
additional contributions

missing			X		X
complete	X	X					X
partial		X		X
subsidiary			X	X	X	X

there is	X	X	X	X	X	X	X
No
The right to receive part of the property upon leaving the organization of its member:
No					X
there is	X	X	X	X		X	X
The right to receive part of the property upon liquidation of the organization:
No
there is	X	X	X	X	X	X	X
Organization management:
participants	X	X	X	X	X	X
supervisory body					X	X
executive agency			X	X	X	X	X

General definition of non-profit organizations:

organization;
the main goal is not to make a profit;
does not distribute the received profit among the participants.

Possible goals of non-profit organizations:

social;
charitable;
cultural;
educational;
scientific;
managerial;
health protection;
development of physical education and sports;
satisfaction of spiritual and other needs;
protection of the rights and interests of citizens;
dispute resolution;
provision of legal assistance;
achievement of other public goods

Forms of non-profit organizations:

1. Public organizations
2. Religious organizations
3. Foundations
4. Non-profit partnerships
5. Institutions 6. Autonomous Non-Profit Organization
7. Association (union)
8. Consumer cooperative
9. Homeowners' Associations.
10… the list is not closed.

Characteristic, sign	Type of non-profit organization

List of participants:
individuals	X	X
legal entities					X		X
Individuals and legal entities			X	X		X		X	X
The rights of the founders to the property of the organization:
obligatory				X		X		X	X
real (property)					X
no property	X	X	X				X
The procedure for the formation of property:
initial contributions	X	X	X		X		X	X	X
membership permanent dues	X	X		X		X	X	X	X
donations		X	X
Membership in the organization:
there is	X			X	X		X	X	X
No		X	X			X
Preferential service for founders or members:
there is	X	X		X			X	X	X
No			X		X	X
Responsibility of participants for the obligations of the organization:
missing	X	X	X	X		X
complete					X
partial
subsidiary							X	X	X
The right to conduct business:
there is	X	X		X	X	X		X	X
No			X				X
The right to receive a part of the property upon the exit of its member or upon liquidation of the organization:
No	X	X	X			X	X
there is				X	X			X	X
Organization management:
participants	X	X		X			X	X	X
supervisory body			X			X
executive agency				X	X				X

Having considered the forms of organizations, it is possible to analyze the question of what form to clothe entrepreneurial activity.

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Federal Agency for Education

NOU VPO "Nizhny Novgorod Institute of Management and Business"

Faculty of Law

Department of Business Economics

Test

in the discipline "Economics and Finance of the Organization"

Characteristics of the organizational and legal form of the enterprise

Completed: student

IV course group 13Р

Zvonkova Maria Petrovna

Supervisor:

Malyatina Elena Sergeevna

Nizhny Novgorod - 2014

Introduction

1. Organizational and legal forms of enterprises: concept and essence

2. The current organizational and legal forms of enterprises in Russia

3. Comparison of various organizational and legal forms of enterprises

Conclusion

List of used literature

Introduction

Entrepreneurship is carried out in certain organizational and legal forms. Which of the forms to choose depends on many factors: the environment of activity, the financial capabilities of economic entities, the comparative advantages of one form or another. Organization, production and exchange of goods, enterprise management mechanism, investment and project management - these are the main questions that arise when determining legal status enterprises within the framework of the adopted organizational and legal structure. It is on the correct understanding of the essence of the organizational and legal form of the future enterprise that its future success largely depends.

Relevance of the research topic: The economic problems of the choice and functioning of the organizational and legal form for an enterprise have important applied and theoretical significance.

Practical significance. The choice of the organizational and legal form of the enterprise will whistle such questions as: who and in what amount is responsible for the obligations of the company; who is entitled to conclude transactions on behalf of the organization; who is in charge of the decision of certain issues or decisions management decisions etc., which are of paramount importance for an entrepreneur.

In Russia, the organizational and legal forms of enterprises are determined by the Civil Code (CC), which contains articles on the possible forms of organizations, as well as on the norms of their management, which will be discussed in detail below.

Purpose of the work: to determine the main problems of the choice and functioning of the organizational and legal form for the enterprise. In accordance with the set goal, the main tasks are highlighted:

Consider the concept and essence of organizational and legal forms of an enterprise;

Describe the main organizational and legal forms of enterprises in Russia;

To highlight the advantages and disadvantages that are significant for the choice and problems of functioning, the main organizational and legal forms of enterprises.

In accordance with the goals and objectives, the following structure of the work was formed: the work consists of an introduction, three main sections, a conclusion and a list of used literature.

1. Organizational and legal forms of enterprises: concept and essence

The organizational and legal form of enterprises is a concept that has entered into legislation and practice and is used to characterize organizations - independent subjects economic activity, including entrepreneurial. It embodies the essential organizational and legal characteristics that are common to legal entities, entrepreneurial organizations different types... These signs can be summarized in two groups.

The first reflects the organizational relationship of any legal entity with law and legislation. Violation of the established procedure deprives the activities of a legal entity of due legal implications... Therefore, before entering into business contacts with this or that organization, you should make sure that the procedure for its establishment is followed. Any legal entity can be formed only in those organizational and legal forms that are established by law. An exhaustive list of types of organizational and legal forms of commercial organizations is given in part one of the Civil Code of the Russian Federation (business partnerships and companies, production cooperatives, unitary enterprises). Commercial organizations cannot be created in other organizational and legal forms. A legal entity is competent to act only within those limits (frameworks) that are outlined by law for the type of organizational and legal form to which this legal entity belongs. Fourthly, all legal entities are subject to the requirement to comply with the rule of law in their activities.

The second group of signs of organizational and legal form reflects the main thing in the characteristics of a legal entity as a participant in economic, business relations - its property status. Firstly, this or that type of organizational and legal form gives a clear answer to the question of the genesis, origin of the property on the basis of which this legal entity was created and operates, and, accordingly, on the basis of its ownership of this property. Secondly, the organizational and legal form reveals the internal property relations legal entities: the composition of the property, how the founders (members) of the legal entity relate to it, how the property is disposed of. Some legal entities have authorized capital (limited and additional liability companies, joint stock companies), others have a charter capital (state and municipal unitary enterprises), others have joint capital (general partnerships and limited partnerships), and others have share contributions (production and consumer cooperatives). Thirdly, the organizational and legal form clearly defines what property a legal entity is responsible for for its obligations. Installed general rule that legal entities, except for institutions financed by the owner, are liable for obligations with all property belonging to them. Participants (general partners) of business partnerships are responsible for the obligations of the partnership with their own property. In relation to business companies, unitary enterprises, the legislation especially emphasizes the role of the authorized capital (fund), which determines the minimum amount of property that guarantees the interests of their creditors. The lower limit of the fund is established by law.

If the organizational and legal form ceases to satisfy the interests of a legal entity, then this does not entail the need to liquidate such a person and form a new one. The organizational and legal form chosen during the creation of a legal entity can be further changed by means of its reorganization.

Thus, the main economic structural unit in a market economy is an enterprise. It is the enterprise that is the manufacturer of goods and services, the most important market entity that enters into various economic relations with other entities.

2. Current organizational and legal forms of enterprises in Russia

The Civil Code of the Russian Federation makes the main division of organizational and legal forms in Russia into commercial and non-profit organizations Let's consider the organizational and legal forms of commercial organizations in more detail.

Commercial organizations:

Business partnerships and companies are commercial organizations with authorized (joint) capital divided into shares (contributions) of founders (participants). The property of such partnerships, created at the expense of contributions, produced and acquired in the course of the business partnership, belongs to them by right of ownership. Specific entrepreneur or a commercial organization can be a member of only one partnership at a time (unless he acts as a limited partner). State and municipal bodies are not entitled to act as a contributor, except in cases established by law. According to the legislation of the Russian Federation, the participation of certain categories of citizens in business partnerships and companies, with the exception of open joint stock companies, may be prohibited or limited. Investments in the pooled capital can be money, securities, things, as well as property rights that have a monetary value. In accordance with the concluded agreement, the participants in the partnership are engaged in entrepreneurial activity on behalf of the partnership and are responsible for its obligations with the property belonging to them. Business partnerships, as well as limited and additional liability companies are not entitled to issue shares. Under the current legislation, business partnerships can be created in the form of a full partnership and limited partnership (limited partnership).

A general partnership is an association of two or more persons, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership. The participants in a full partnership jointly bear additional (subsidiary) liability with their property for the obligations of the partnership. A general partnership is created and operates on the basis of a memorandum of association, which is signed by all of its participants. If, as a result of losses incurred by the partnership, the value of its net assets becomes less than the amount of its contributed capital, the profit received by the partnership is not distributed among the participants until the value of net assets exceeds the amount of the contributed capital.

By the time of registration of a full partnership, each participant is obliged to make at least half of his contribution to the joint capital of the partnership. The rest must be contributed by the participant within the time frame established by the memorandum of association. In case of failure to fulfill this obligation, the participant is obliged to pay the partnership 10% per annum from the unpaid part of the contribution and compensate for the losses caused, unless otherwise specified in the memorandum of association. Providing for the possibility of a participant's withdrawal from a full partnership, he is required to declare his refusal to participate in the partnership at least six months before the actual withdrawal. An agreement between the participants in the partnership to renounce the right to withdraw from the partnership is null and void. Further, the participant who has retired from the partnership is paid the value of a part of the property, corresponding to his share in the contributed capital, and by agreement with him, it is possible to issue the property in kind. At the same time, the shares of other participants are increasing. According to the legislation, a participant in a partnership has the right to transfer his share or part of it in the pooled capital to another participant or a third party, subject to the consent of all members of the partnership.

In a limited partnership, along with general comrades, the so-called limited partners take part in the formation of the contributed capital, i.e. investors who do not participate in business activities, but receive profit and bear the risk of losses within the amount of the contribution made. This form allows attracting additional capital from persons interested in the profitable placement of their free funds. The contribution can be made not only in cash, but also in the form of the provision of premises, vehicles and in any other way. This form expands the economic base of the partnership, allows you to accumulate funds for large-scale entrepreneurial activities. A person can be a general partner in only one limited partnership. A participant in a full partnership cannot be a full partner in a limited partnership. It is created and operates on the basis of the memorandum of association, which is signed by all general partners. A limited partnership shall be liquidated upon retirement of all contributors who participated in it. However, general partners have the right, instead of liquidation, to transform a limited partnership into a full partnership.

Limited Liability Company - the organizational and legal form of an enterprise created by agreement of legal entities and individuals by combining their contributions in order to carry out economic activities and make a profit. The profit received by the LLC is distributed in proportion to the contributions of its members or founders. The participants of a limited liability partnership are liable for its obligations only within the limits of their contributions; liability does not extend to their property and savings. Since the participants' contributions become the property of the company, they are not "responsible" for its debts, "limited by the scope of their contributions", but only the risk of losses (loss of their contributions). The members of the company who have made contributions to the charter capital of the company not in full are jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each member of the company.

Members of the society can be citizens and legal entities. State bodies and local self-government bodies are not entitled to act as participants in companies, unless otherwise provided by the law "On Limited Liability Companies". The company can be founded by one person, who becomes its only participant. The company cannot have another business company, consisting of one person, as its sole participant. The number of participants should not exceed 50 people. If it exceeds the limit established by law, then the company must be transformed into an open joint-stock company within a year, and after this period, it must be liquidated in court, if the number of its participants does not decrease to the limit established by law.

A limited liability company has two constituent documents - a constituent agreement signed by its founders and a charter approved by them. If a company is founded by one person, its constituent document is the charter.

The authorized capital of the company consists of the par value of the shares of its participants. The size of the charter capital of a company cannot be less than the amount determined by the law on limited liability companies. According to the law, its size must be at least 100 times the minimum wage established by federal law as of the date of submission of documents for state registration. A contribution to the authorized capital of a company may be money, securities, other things or property rights or other rights that have a monetary value. According to the Civil Code of the Russian Federation, the authorized capital of a limited liability company must be paid by its participants at least half at the time of registration of the company. The remaining unpaid part of the authorized capital of the company is subject to payment by its participants during the first year of the company's activity. In case of violation of this obligation, the company must either declare a decrease in its charter capital and register its decrease in accordance with the established procedure, or terminate its activities by liquidation. A reduction in the authorized capital of a limited liability company is allowed after notification of all its creditors. The latter have the right in this case to demand early termination or fulfillment of the corresponding obligations of the company and compensation for losses. A participant in an LLC has the right to sell or otherwise cede his share in the authorized capital or part of it to one or several participants of this company. Members of the company enjoy the pre-emptive right to purchase a participant's share (or part thereof) in proportion to the size of their shares, unless otherwise provided by the charter.

A member of the company has the right to withdraw from the company at any time, regardless of the consent of its other members or the company. In case of withdrawal of a participant, his share is transferred to the company from the moment of filing an application for withdrawal. In this case, the company is obliged to pay the participant of the company who submitted the application for withdrawal, the actual value of his share, or, with the consent of the participant of the company, give him property in kind of the same value, and in case of incomplete payment of his contribution to the authorized capital of the company - the actual value of part of his share, proportional to the paid part of the deposit. If a real right has been invested in the authorized capital as a share, then when the participant leaves the company, the property is returned to him; the depreciation cost of this type of property is not reimbursed. A limited liability company can be reorganized or liquidated voluntarily by the unanimous decision of its participants. LLC has the right to transform into a joint stock company.

An additional liability company is a business 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 are jointly and severally liable for his obligations with their property in the same multiple for all to the value of their contributions. In the event of bankruptcy of one of the participants, his additional liability for the obligations of the company is distributed among the other participants, in proportion to their contributions. With the exception of the indicated subsidiary liability of the participants, the status of a company with additional liability is similar to that of an LLC and fits into the legal norms of the latter.

Joint-stock companies are the most common and complex organizational and legal type of organizations. Legal regulation activities of a joint stock company are carried out with the help of the relevant norms of the Civil Code, as well as the law "On joint stock companies". The creation of a joint-stock company is possible in two ways: through the establishment and through the reorganization of a legal entity. Like other business entities, joint-stock companies are created in a founding order, but the legislation distinguishes between general and special procedures for establishing a joint-stock company. The establishment of a joint-stock company of any type is allowed by only one founder, however, a joint-stock company cannot have another business company consisting of one person as the sole founder.

A joint-stock company is a company whose authorized capital is divided into a certain number of shares certifying the obligations of the participants, i.e. shareholders. Unlike partnerships, the participants of JSC (shareholders) limit their liability for the company's obligations in advance and bear the risk of losses only within the limits of their contributions (the value of their shares. on foreign investments. The founders of a joint-stock company enter into an agreement. State bodies, (local government bodies), unless otherwise provided by laws, cannot act as founders of a joint-stock company. A joint-stock company can be created by one person or consist of one person in the event acquisition of all shares of the company by one shareholder. Information about this must be contained in the charter of the company, be registered and published for general information. The joint-stock company acquires the rights of a legal entity from the moment of its state registration. The constituent document of the joint-stock company is its charter. prepared by the founders when creating a company and approved by the general meeting of the founders.

When registering a JSC of any type, at least 50% of the authorized capital must be paid. The rest must be paid within a year from the date of registration. The minimum authorized capital of a JSC is predetermined by the legislator. For open society it must be at least 1000 times, and for a closed one - at least 100 times the amount of the minimum wage established by law on the date of registration of the company (in the Russian Federation). The joint stock company has the right to transform itself into a limited liability company or a production cooperative, as well as into a non-profit organization in accordance with the law.

There are two types of joint stock companies - open and closed, depending on the composition of the founders, the method of forming the authorized capital and the status of its participants.

An open joint stock company has the right to conduct an open subscription to its shares and alienate them without the consent of other shareholders, and the number of shareholders themselves is not limited. Public subscription to the shares of a joint-stock company is not allowed until full payment of the authorized capital. When establishing a joint stock company, all of its shares must be distributed among the founders. The openness of a joint-stock company is also expressed in the fact that it is obliged to publish an annual report, balance sheet, profit and loss account for the public every year. The law does not prohibit the transformation of a closed society into an open one and vice versa, and this is not considered as a change in the organizational and legal form.

A closed company is a company, the shares of which are distributed only among the founders and other specified in advance circle of persons. Such a company is not entitled to conduct an open subscription and distribution of shares. Shareholders of a CJSC have a preemptive right to purchase shares sold by other shareholders, and in accordance with the charter and within the limits of the law, the joint-stock company as a whole also has such a pre-emptive right.

The number of participants (founders) of a joint-stock company cannot exceed the number of 50 established by law, otherwise it must be reorganized into an open joint-stock company within a year, and upon the expiration of this period - liquidated in court.

Subsidiaries and dependent business entities. According to the Law "On Joint Stock Companies", JSCs have the right to organize subsidiaries and dependent companies both on the territory of the Russian Federation (in compliance with the requirements of Russian legislation) and abroad (within the framework of the legislation of the respective state, unless otherwise provided by an international treaty of the Russian Federation). These enterprises are legal entities (as opposed to branches and representative offices). Any business company can be recognized as a subsidiary and dependent company: joint-stock, limited or additional liability company. A characteristic feature of subsidiaries and affiliates is that the parent ("parent") company not only influences their decision-making, but also bears responsibility for the debts of subsidiaries.

A business company is recognized as a subsidiary if: participation of the main company or partnership prevails in its authorized capital; there is an agreement between them; the parent company or partnership can determine the decisions made by this company.

The recognition of the company as a subsidiary had certain consequences for the parent company or partnership: it had to answer to creditors for the actions of the subsidiary. So, when concluding a transaction at the direction of the parent company (partnership), the parent and subsidiary companies are jointly and severally liable. In case of bankruptcy of a subsidiary through the fault of the parent company (partnership), the latter is subsidized for the subsidiary's debts to its creditors, i.e. only if the subsidiary's property is insufficient to pay off debts. In this case, the subsidiary is not liable for the debts of the parent company (partnership). If the subsidiary company incurs losses due to the fault of the parent company (partnership), then it has the right to demand compensation from the parent organization, provided that it is proven guilty in these losses.

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 a limited liability company. Often, dependent companies mutually participate in each other's capital. Such relations do not give rise to joint or subsidiary liability for debts. Information about this must be recorded in the manner prescribed by law. They are necessary both for interested participants in the economic turnover and for state control bodies, which, in order to prevent monopoly, establish the limits of such participation.

A production cooperative is a voluntary association of citizens on the basis of membership for joint production or economic activities (production, processing, sale of industrial, agricultural or other products, performance of work, trade, consumer services, provision of other services) based on their personal labor and other participation and unification by its members (participants) of property share contributions. Unlike economic societies and partnerships, joint production or other economic activities of a cooperative should be based on membership and on the personal labor participation of its members, while personal labor participation is not mandatory for economic societies and partnerships. The profits are distributed among the members of the PC in accordance with their labor participation. A legal entity can also be a participant in a production cooperative.

Ownership of a PC is a special form of collective ownership, use and disposal of property. It is implemented by participating in the property management of all members of the cooperative on an equal basis: one member - one vote; a representative of a legal entity also has one vote. The members of the production cooperative themselves determine the minimum amount of the mutual fund possible for them, the size of the share contributed by each participant, the procedure for depositing it, responsibility for violation of obligations to make contributions. The specified information is reflected in the PC charter.

Unlike other commercial organizations, the legislator grants a member of the cooperative the right to make up to 10% of the share contribution by the time of state registration. The remaining amount must be paid within a year from the date of registration of the PC.

As a share contribution, money, securities and other property, including material rights, as well as land that is the object of civil transactions, within the limits established by the legislation on land and natural resources, can be contributed.

A production cooperative operates on the basis of a charter and a memorandum of association. A production cooperative, by the unanimous decision of its members, may be transformed into a business partnership or society.

A state and municipal unitary enterprise is a commercial organization that is not endowed with ownership of the property assigned to it by the owner. This property cannot be distributed by deposits, shares, shares, including among the employees of the enterprise. Only state and municipal enterprises could be created in a unitary form. The property to which they are endowed is, respectively, in state or municipal ownership and belongs to enterprises on the basis of the right of economic ownership or operational management. The governing body of a unitary enterprise is the head appointed by the owner (or by the body authorized by the owner). The owner of the property of an enterprise based on the right of economic management is not liable for the obligations of the enterprise. Equally, an enterprise of this type is not liable for the debts of the owner of the property. Thus, the measures of economic isolation of unitary enterprises are clearly and rigidly indicated.

Thus, we briefly reviewed the organizational and legal forms of enterprises in Russia.

3. Comparison of various organizational and legal forms of enterprises

For doing business, the most preferred organizational and legal forms of commercial organizations and enterprises are a closed joint stock company (CJSC) and a limited liability company (LLC).

CJSC and LLC have a lot in common, including:

The same procedure and conditions for conducting economic and financial activities and taxation;

The same amount of the minimum authorized capital (equal to 100 times the minimum wage);

Equal restrictions on the number of founders (from one to fifty persons, both legal and physical).

CJSC and LLC have several fundamental differences between themselves, namely:

a) Much greater protection of the property interests of the LLC participant in comparison with the CJSC shareholder:

When leaving the LLC, its participant is paid the actual value of his share in the property of the LLC (determined on the basis of data accounting statements LLC) in cash or, with the consent of the exiting participant, he is given in kind property of the same value;

In a CJSC, the property and assets of a joint-stock company can be distributed among shareholders only in the event of its liquidation, and the outgoing shareholder has the right to sell his shares at market value, which, despite the significant value of the CJSC's net assets, can be very small.

On the other hand, this state of affairs makes the CJSC, in comparison with the LLC, much more secure, due to the lesser likelihood and possibility of "taking away" the company's property by the outgoing shareholders.

b) In accordance with the requirements of the current legislation, a CJSC, after its state registration, must, without fail, register the issue of its shares with the Federal Service for Financial Markets (FFMS). The procedure for registering an issue of shares is mandatory, paid additionally and takes time, however, while the shares are registered with the FFMS, the CJSC, from the moment of its state registration, has the right to fully carry out economic and financial activities without any restrictions.

c) From the point of view of the existing psychological and everyday perception of LLC and CJSC as subjects of economic and financial relations, CJSC is preferable compared to LLC, since is considered a higher-status enterprise and is perceived with much greater respect and trust as business partners, so, often, and officials different levels.

Thus, an LLC is a simpler and cheaper organizational and legal form to establish, which, based on the prevailing psychological and everyday perception, has a much lower business reputation and deserves less trust in comparison with a CJSC. The next most common organizational and legal form of a commercial organization in business turnover is an open joint-stock company (OJSC). OJSC has the same differences from LLC as CJSC. Compared to CJSC, OJSC has an even higher business status and the following differences:

a) The amount of the authorized capital of an OJSC is 1000 minimum wages (for a CJSC - 100);

b) At the end of each economic and financial year, OJSC is obliged to invite an independent auditing organization (auditor) to conduct an audit;

c) OJSC is obliged to publish annually in the mass media accessible to all shareholders of this OJSC an annual report, balance sheet, profit and loss account, as well as other information established for OJSC by current legislation;

d) The number of shareholders in OJSC is not limited;

e) In the event of a change in the composition of shareholders (without changing the total amount of the authorized capital, par and number of shares);

JSC - is obliged to make state registration of such changes in the manner prescribed by the current legislation;

JSC - is limited only by entering information about changes in the composition of shareholders in its internal document-register of shareholders.

f) When a shareholder sells his shares:

In a CJSC: other shareholders of this CJSC enjoy the pre-emptive right to purchase the sold shares at the offer price;

In OJSC: a shareholder has the right to sell his shares to any person of his choice.

The list of the most popular organizational and legal forms of commercial organizations is completed by a production cooperative (PC) - a voluntary association of citizens on the basis of membership for joint production and other economic activities based on their personal labor and other participation and the association of property shares by PC members.

To dwell in detail on such above-mentioned organizational and legal forms, Company with additional responsibility, Limited partnership, General partnership, since, due to their specific characteristics, they are unprofitable when doing business.

Thus, we examined the essence and main forms of organizational and legal enterprises in Russia and found out that the most preferred organizational and legal forms of commercial organizations and enterprises are a closed joint stock company (CJSC) and a limited liability company (LLC).

Conclusion

entrepreneurial property partnership joint stock

In accordance with the set goals and objectives, as a result of the work carried out, we came to the following main conclusions:

The concept and essence of organizational and legal forms of an enterprise are determined by the Civil Code (CC), which contains articles on the possible forms of organizations, as well as on the norms of their management. The main organizational and legal characteristics that are common to legal entities, entrepreneurial organizations of various types can be summarized in two groups. The first reflects the organizational relationship of any legal entity with law and legislation. The second one reflects the main thing in the characterization of a legal entity as a participant in economic and business relations - its property status. In accordance with these characteristics, enterprises are divided according to organizational and legal characteristics;

Organizational and legal forms of enterprises in Russia are subdivided into general partnerships, limited partnerships, limited liability companies, additional liability companies, joint stock companies, subsidiaries and dependent business companies, production cooperatives, state and municipal unitary enterprises;

For doing business, the most preferred organizational and legal forms of commercial organizations and enterprises are a closed joint-stock company (CJSC) and a limited liability company (LLC) due to certain features of their status and relative ease of management, registration, etc. Production cooperatives are less common. Organizational and legal forms such as the Company with Additional Liability, Limited Partnership, and General Partnership, due to their specific features, are unprofitable when doing business.

List of used literature

1. Civil Code of the Russian Federation (Civil Code of the Russian Federation) of 30.11.1994 N 51-FZ - Part 1 (adopted by the State Duma of the Federal Assembly of the Russian Federation on 21.10.1994) (current edition of 05.05.2014) .

2. Federal Law of December 26, 1995 N 208-FZ (as amended on July 21, 2014) "On Joint Stock Companies" (as amended and supplemented, entered into force on September 1, 2014).

3. Vlasov V. M. Fundamentals of entrepreneurial activity. - M .: Finance and Statistics, 2006.

4. Gruzinov V., Gribov V. Forms and methods of organizing entrepreneurial activity // Economy of the enterprise. - M., 2006.

5. Zhilinsky SE Entrepreneurial law (legal basis of entrepreneurial activity): Textbook for universities. M .: Publishing house NORMA, 2001.

6. Mamedov O.Yu. Modern economics. - Rostov - on - Don: 2007.

7. Shishkin A.F. Economic theory... - Voronezh .: 2005.

8. Enterprise Economics: Textbook / Ed. prof. ON THE. Safronov. - M .: "Yurist", 2005.

9. Economic theory. Tutorial... \ Under. Ed. R.A. Kosovoy, Yu.V. Latovoy T., 2006.

10. Economic theory. Ed. Bazyleva N.I. - M .: 2006

11. Economic encyclopedia. Ed. Abalkina L.I. - M .: 2007.

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Organizational and legal forms of entrepreneurship, their advantages and disadvantages. The essence of the enterprise as a subject of entrepreneurial activity, its types: private and collective property, state and communal, economic societies.

The system of organizational and legal forms of legal entities, established The Civil Code Russian Federation.

The Civil Code of the Russian Federation establishes a system of organizational and legal forms of legal entities:

Full partnership

Limited partnership (limited partnership)

Limited Liability Company (LLC)

Joint-stock companies of workers (people's enterprises)

Open Joint Stock Company (OJSC)

Closed Joint Stock Company (CJSC)

Subsidiaries and dependent companies

Production cooperative

State and municipal unitary enterprises

Non-profit enterprises

The modern economy of the Russian Federation, based on a variety of forms of ownership, presupposes the functioning of enterprises of various organizational and legal forms.

The organizational and legal form of an enterprise is determined by a number of characteristics: the procedure for formation and the minimum amount of the authorized capital, liability for the obligations of the enterprise, the list and rights of founders and participants, etc.

A legal entity is an organization that owns, economically or operatively manages separate property and is responsible for its obligations with this property, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court. In general, a legal entity is an institution, enterprise, firm, corporation that meets certain attributes established by the legislation of the respective state.

The above definition is consistent with the existing legislation of the Russian Federation. In connection with participation in the formation of the property of a legal entity, its founders may have rights of obligation in relation to this legal entity or property rights to its property. Legal entities in respect of which their participants have rights of obligation are business partnerships and companies, production cooperatives.

State and municipal unitary enterprises are classified as legal entities, to the property of which their participants have the right of ownership or other proprietary right.

Legal entities can be organizations whose main purpose of making a profit is commercial organizations, or their main purpose is not related to making a profit - non-profit organizations. Legal entities that are commercial organizations can be created in the form of business partnerships and companies, production cooperatives, state and municipal unitary enterprises, that is, in the form of those persons in respect of which their founders have property and liability rights.

Enterprises (firms) that make up the basis of the entrepreneurial sector are independent economic units of different forms of ownership, which have combined economic resources to implement commercial activities... Commercial is understood as the activity for the production of goods and the provision of services for third parties, individuals and legal entities, which should bring the enterprise commercial benefits, namely, profit.

Enterprises that exist and operate in the economy are quite diverse in terms of organizational and legal structure, scale, and activity profile. However, with all the seeming variety of possible types, they are subdivided into ordered groups, types for which quite definite norms of economic legislation have been developed that regulate their activities.

Business law allows for the existence of a whole range of forms of enterprises. Russian legislation recognizes, along with individual entrepreneurship, such forms as commercial organizations in the form of business partnerships (general and limited partnerships), companies (limited liability, joint stock), production cooperatives, state and municipal enterprises.

Business partnerships and societies play a significant role in the country's economy. The fundamental difference between them is that a partnership is an association of persons, while, as a rule, they are required Active participation in the activities of a partnership, while a business company is an amalgamation of capital that does not require mandatory participation in the activities of the company.

Partnerships

In the Russian Federation, there are two types of business partnerships: full partnership and limited partnership.

A general partnership is a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership and are responsible for its obligations with the property belonging to them.

The minimum number of participants is two, the maximum is not limited.

The minimum contributed capital is not less than 100 times the minimum wage.

The management of the entrepreneurial activity of a full partnership is carried out by the general agreement of all its participants. Each participant in a full partnership has one vote when deciding any issues at the general meeting. The participants in a full partnership jointly bear subsidiary liability with their property for the obligations of the partnership. That is, in fact, this statement means unlimited liability of the comrades.

One of the characteristic features of a full partnership is a high degree and measure of the property liability of its participants for the fulfillment of their obligations. In the event of an emergency financial situation, when partners who have united to conduct joint business activities have debts, they are liable for obligations not only with the property that they contributed and combined for entrepreneurship, but also with all their personal property.

As for the joint property intended for conducting business, it represents a common shared property, belongs to all participants on a share basis. That is, each participant in a full partnership has his share, his share, corresponding to his property and monetary contributions to the partnership. The share reflects that part of the monetary value of the property of the partnership that belongs to this participant.

A general partnership is a legal entity, an independent firm, has a set of rights that allows it to act as a business entity.

So, it can act as a plaintiff and a defendant in court. Under the company name, the general partnership is entered into the register of owners, it enters into contractual relations with other business entities, interacts, if necessary, with government authorities, assumes and fulfills certain obligations. Members of general partnerships are obliged to participate in the management of their affairs and activities.

The constituent document of a general partnership is a constituent agreement, which reflects all aspects of economic life.

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

The joint stock capital of the partnership is formed on the basis of contributions (made by general partners) and shares (made by investors).

Citizens and commercial organizations can be general partners in only one limited partnership. A participant in a full partnership cannot be a general limited partner in a limited partnership.

As a rule, complements are in charge of affairs in a limited partnership; they lead and represent society.

Contributing partners do not participate in commercial transactions. They are the investors of the society.

Partnerships, therefore, act as a rather risky form of association of entrepreneurs, but under certain circumstances, the entrepreneur decides to use this form of cooperation with partners.

This organizational and legal form of the enterprise is typical for more large enterprises due to the possibility of attracting significant financial resources through a virtually unlimited number of limited partners. IN modern conditions the form of limited partnership is often used to finance real estate businesses. The advantage of both types of partnerships is a flexible structure, the ability to resolve many issues by agreement between the participants.

There is no super-strict legislative regulation, the management is rather simple and non-formalized.

The main disadvantage of the partnership is the liability of the participants with their personal property (with the exception of contributors). Therefore, it is preferable to create partnerships in the fields of entrepreneurial activity related to least risk- information, consulting services, etc.

Economical society

A business company is a commercial organization, the authorized capital of which is formed by one or more individuals or legal entities by contributing their shares (or the full amount of the authorized capital, if one person acts as the founder). Shares can be monetary or material resources, intellectual capital, securities or property rights that have a monetary value.

In this case, expert review the value of intellectual capital and property rights in cash.

There are three forms of business entities:

limited liability company (LLC)

additional liability company ODO)

joint stock company (JSC)

Characteristics of a Limited Liability Company

In accordance with the Civil Code of the Russian Federation, societies belong to the category of commercial organizations, that is, those whose main purpose of activity is to make a profit. In accordance with this provision, such organizations (with the exception of unitary enterprises and others provided for by law) have general (universal) legal capacity.

Such legal entities can carry out any types of activities not prohibited by law. Certain types of activities, the list of which is established by law, can be carried out by a legal entity only on the basis of a permit (license).

Participants

In accordance with paragraph 2 of Art. 7 of the law, state bodies and local self-government bodies are not entitled to act as participants in societies, unless otherwise provided by federal law. Government bodies are usually divided into government bodies and government bodies. Obviously, these latter have the right to create societies.

The company can be founded by one person, who becomes its only participant. The society can subsequently become a society with one participant.

The company cannot have another business company, consisting of one person, as its sole participant.

The law limits the maximum number of participants to fifty.

If the number of participants in the company exceeds the limit established by this paragraph, the company must be transformed into an open joint-stock company or a production cooperative within a year. If within the specified period the company is not reorganized and the number of participants in the company does not decrease to the limit established by this paragraph, it is subject to liquidation in court at the request of the body that carries out state registration of legal entities, or other government agencies or local self-government bodies to which the right to present such a claim is granted by federal law.

Authorized capital

The authorized capital (fund) of any legal entity is the minimum guarantee of the interests of its creditors. The amount of the authorized capital is a formal criterion for the reliability and solvency of the organization. The larger the authorized capital, the greater the credibility of the legal entity that owns it.

The size of the share of a company participant in the charter capital of the company is determined as a percentage or in the form of a correct fraction (paragraph 1 of paragraph 2 of article 14 of the Law). The size of the share of a participant in the company must correspond to the ratio of the par value of his share and the authorized capital of the company.

The actual value of the share of a participant in the company corresponds to a part of the value of the company's net assets, proportional to the size of its share (paragraph 2, clause 2, article 14 of the Law). Thus, the legislator allocates the actual value of the share of a participant in the company. It is equal to the value of the company's net assets as of the date of determining its value, taken in proportion to the size of the participant's share in the authorized capital. The company is obliged to pay the member of the company who has filed an application for leaving the company, the actual value of his share or give him property in kind of the same value within six months from the end of the financial year during which the application for leaving the company is submitted, if a shorter period is not provided for by the charter of the company.

Creation and termination of activities

The Civil Code of the Russian Federation, being a general normative legal act, calls indicative list requirements for the constituent documents of the company. It is specified in the Law. As for other companies, the constituent documents for an LLC are the memorandum of association and articles of association. In the memorandum of association, the founders of the company undertake to create the company and determine the procedure joint activities on its creation. The constituent agreement also determines the composition of the founders (participants) of the company, the size of the charter capital of the company and the size of the share of each of the founders (participants) of the company, the size and composition of contributions, the procedure and terms for their introduction into the charter capital of the company during its establishment, the responsibility of the founders (participants) of the company. for violation of the obligation to make contributions, the conditions and procedure for the distribution of profits between the founders (participants) of the company, the composition of the company's bodies and the procedure for the withdrawal of the company's participants from the company (Article 12 of the Law). If the company is founded by one person, then the foundation agreement is not concluded, and the company acts only on the basis of the charter approved by this founder. In the event of an increase in the number of participants in a company (in the process of its creation) to two or more, a constituent agreement must be concluded between them (Article 11 of the Law).

The charter of each company must necessarily contain:

· Full and abbreviated company name of the company (if the founders decided that the company will have an abbreviated name);
· Information about the location of the company;
· Information on the composition and competence of the company's bodies, including on issues that are the exclusive competence of the general meeting of the company's participants, on the procedure for making decisions by the company's bodies, including on issues on which decisions are taken unanimously or by a qualified majority of votes;

information on the size of the authorized capital of the company;

information on the size and par value of the share of each participant in the company;

the rights and obligations of the members of the company;

information on the procedure and consequences of the withdrawal of a member of the company from the company;

information on the procedure for the transfer of a share (part of a share) in the authorized capital of the company to another person; information on the procedure for keeping the company's documents and on the procedure for providing information by the company to members of the company and other persons;

Other information provided by the Law:

state registration of legal entities. The Company may be voluntarily reorganized in the manner prescribed by this Federal Law.

Other grounds and procedure for the reorganization of the company are determined by the Civil Code of the Russian Federation and other federal laws.

The reorganization of a company can be carried out in the form of merger, acquisition, division, separation and transformation. The company is considered reorganized, with the exception of cases of reorganization in the form of merger, from the moment of state registration of legal entities created as a result of reorganization.

When a company is reorganized in the form of a merger with another company, the first of them shall be considered reorganized from the moment an entry is made in the unified state register of legal entities on the termination of the merged company.

The state registration of companies created as a result of the reorganization, and the entry of records on the termination of the activities of the reorganized companies, as well as the state registration of amendments to the charter shall be carried out in the manner prescribed by federal laws. The state registration of the companies created as a result of the reorganization and the entry of records on the termination of the activities of the reorganized companies are carried out only upon presentation of evidence of the notification of creditors in the manner prescribed by this paragraph.

Control

According to the new Law, supreme body society is the general meeting of members of the society. The general meeting of the company's participants can be regular or extraordinary (Article 32, Clause 1 of the Law). All members of the company have the right to attend the general meeting of members of the company, take part in the discussion of issues on the agenda and vote when making decisions.

Each member of the company has at the general meeting of members of the company a number of votes proportional to his share in the charter capital of the company, except for the cases provided for by the Law.

The law regulates in detail the procedure for holding a general meeting of the company's participants (Article 37 of the Law).

The charter of a company with a relatively large number of persons may provide for the creation of a Board of Directors (Supervisory Board). Its competence is determined by the charter of the company.

The procedure for the formation and operation of the board of directors (supervisory board) of the company, as well as the procedure for terminating the powers of the members of the board of directors (supervisory board) of the company and the competence of the chairman of the board of directors (supervisory board) of the company are determined by the charter of the company.

Members of the collegial executive body companies cannot make up more than one fourth of the composition of the board of directors (supervisory board) of the company. The person performing the functions of the sole executive body of the company cannot be simultaneously the chairman of the board of directors (supervisory board) of the company. The management of the current activities of the company is carried out by the sole executive body of the company or the sole executive body of the company and the collegial executive body of the company. The executive bodies of the company are accountable to the general meeting of members of the company and the board of directors (supervisory board) of the company.

Sole executive body of the company ( general director, president and others) is elected by the general meeting of the company's participants for a period determined by the charter of the company. The sole executive body of a company may also be elected not from among its participants.

The contract between the company and the person performing the functions of the sole executive body of the company shall be signed on behalf of the company by the person who presided over the general meeting of the company's participants, at which the person performing the functions of the sole executive body of the company was elected, or by the company participant authorized by the decision of the general meeting of the company's participants. Only individual, with the exception of the case when the company, if provided for in its charter, has the right to transfer the powers of the sole executive body to the manager on the basis of the relevant agreement; this manager can also be an organization.

The contract with the manager is signed on behalf of the company by the person who presided over the general meeting of the company's participants, who approved the terms of the contract with the manager, or a company participant authorized by the decision of the general meeting of the company's participants (Article 42 of the Law).

The rights and obligations of the participants

The company has the right of ownership to the property assigned to it by the founders in the process of creation, and these latter, in return, acquire rights of obligation to the company. In accordance with Article 8 of the Law, members of the company have the right:

participate in the management of the affairs of the company in the manner prescribed by this Federal Law and the constituent documents of the company;

receive information about the activities of the company and get acquainted with its accounting books and other documentation in accordance with the procedure established by its constituent documents;

take part in the distribution of profits;

sell or otherwise cede his share in the authorized capital of the company or part of it to one or several participants of this company in the manner prescribed by this Federal Law and the charter of the company;

leave the company at any time, regardless of the consent of its other participants;

to receive, in the event of liquidation of the company, a part of the property remaining after settlements with creditors, or its value.

Members of the company also have other rights provided for by this Federal Law.

In addition to the rights provided for by the Law, the charter of the company may provide for other rights (additional rights) of the participant (participants) of the company. These rights may be provided for by the charter of the company at its foundation or granted to the participant (members) of the company by a decision of the general meeting of the company's participants, adopted unanimously by all members of the company.

A member of the company who has been granted additional rights may refuse to exercise the additional rights belonging to him by sending a written notification of this to the company. From the moment the company receives the said notification, the additional rights of a company participant are terminated.

Along with the rights, the members of the company have certain obligations, the required minimum of which is enshrined in the Law, according to which the members of the company are obliged to:

to make contributions in the manner, in the amount, in the composition and within the terms provided for by this Federal Law and the constituent documents of the company;

not to disclose confidential information about the activities of the company.

In addition to the obligations provided for by this Federal Law, the charter of the company may provide for other obligations (additional obligations) of the participant (s) of the company. These obligations may be provided for by the charter of the company at its foundation or assigned to all members of the company by decision of the general meeting of members of the company, adopted by all members of the company unanimously. The imposition of additional duties on a certain participant in the company is carried out by a decision of the general meeting of participants in the company, adopted by a majority of at least two-thirds of votes of the total number of votes of the participants in the company, provided that the participant in the company who has such additional responsibilities voted for such a decision or gave written agreement.

One of the mandatory features of a legal entity is the presence of separate property and independent responsibility for its obligations with this property. All legal entities are usually divided into those that have the right of ownership of separate property and those that have other property rights to the property assigned to them. From the moment of registration, the company acquires ownership of the property transferred to it by the founders as contributions, the company is responsible for its obligations with all property belonging to it. In the event of the insolvency (bankruptcy) of the company through the fault of its participants or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, subsidiary liability may be imposed on these participants or other persons in the event of insufficiency of the company's property on his obligations (paragraph 2, clause 3 of article 56 of the Civil Code of the Russian Federation, clause 3 of article 3 of the Law).

Trade name

The company must have a full corporate name and may have an abbreviated corporate name in Russian and in other languages.

The full company name of the company in Russian must contain the full name of the company and the words "limited liability company".

The abbreviated company name of the company in Russian must contain the full or abbreviated name of the company and the words "limited liability company" or the abbreviation LLC. The company name of the company in Russian cannot contain other terms and abbreviations reflecting its organizational and legal form, including borrowed from foreign languages, unless otherwise provided by federal laws and other legal acts of the Russian Federation (clause 1 of article 4 of the Law) ...

A firm name is also one of the characteristics of a legal entity and performs an identification function. A legal entity has the exclusive right to use its corporate name and has the right to demand from third parties who unlawfully use it, the termination of these actions and compensation for losses.