What organizations are called commercial? Commercial and non-profit organizations

Modern life encourages you to strive for own business. But working alone is not as profitable and promising as working together. Therefore, like-minded people unite in organizations to do business together. Moreover, not only individual businessmen, but also entire economic entities unite for mutually beneficial work.

A commercial organization is a legal entity with characteristic features, the main goal of which is to earn profit. The main feature of such an organization is precisely the purpose of the work - to make a profit. Although there are other features inherent in different forms of commercial structures, which will be discussed in detail in this article.

Common features of commercial organizations

All private firms, regardless of their form, have common characteristics:

Obtaining benefits, that is, income that exceeds expenses;

The general system of creation in accordance with current laws, since a commercial organization is precisely a legal entity with all the ensuing rules;

Profits are always divided among those who own the organization;

Availability of common property with which the company is liable for its obligations according to the law;

The ability to exercise one’s rights, obligations, and represent interests in judicial authorities on one’s own behalf;

Financial independence.

Forms of commercial organizations

The form of further organization is chosen depending on what tasks the ideological inspirer of the creation of a private company sets for himself. Features of economic development and the formation of civic consciousness contributed to the emergence of many various forms commercial organizations. They are grouped into appropriate groups according to certain characteristics. And these groups, in turn, are also divided into subgroups.

Probably, many of us very often came across such definitions as LLC, OJSC, JSC, etc., as well as partnerships, production cooperatives, farms, unitary enterprises, and so on. Each group has a specific set of rights and responsibilities and directly depends on their industry affiliation.

Rights are inseparable from responsibilities

So, commercial organization is a structure that unites both individual people (founders) and business structures. According to organizational and legal characteristics, all commercial firms can be divided into two large groups:

Unitary enterprises (municipal or state subordination);

Corporations.

The first group is less common. It should be noted that the rights of commercial organizations of this type are very limited. This legal entity cannot dispose of property transferred to it from the owners. And the owners, in turn, do not have corporate powers to interfere in the management of the structure. Concepts such as shares, shares, deposits, in this case are not applicable at all. That is, the appointed director or general manager manages the enterprise using someone else's property. And the owners themselves can count on a certain profit. But they do not make any production decisions and in no way can influence the results of the unitary enterprise’s activities.

The second option is more common. It is characterized by the presence of founders who have the corporate right to manage the company.

Corporations in different types

So, corporations involve such management of a commercial organization when the founders are endowed with broad rights and even belong to the highest management bodies of the enterprise. Corporations are divided into three main structures:

Business societies and partnerships;

Cooperatives (exclusively production and nothing else);

Farms (also called peasant farms).

Economic societies can also be completely different. Although they have one common feature - they combine the capital of several persons who are jointly responsible for the work of the company. Previously, there were many types of business entities. But legislators decided to combine them under three general forms. Today it is an LLC (a company with limited opportunity), JSC (joint stock company) and company with additional liability.

What is the difference between LLC and JSC

When a commercial organization is an LLC, then everyone who is part of it as owners has a share of the authorized capital formed from the contributions of the founders. All limited liability companies have common features:

The amount of authorized capital starts from 10 thousand rubles;

The liability of each founder is proportional to the amount of his contribution to the main charter;

The number of participants cannot be more than 50;

The rights and obligations of participants are prescribed in the corporate agreement and the charter.

And when the authorized capital is divided into shares, the participants are responsible for losses only in the amount of the shares they have, then there can be any number of such members of the enterprise. And they are called shareholders. This is the main difference between JSCs (joint stock companies). Such a commercial structure can be public or non-public. That is, shares are placed using an open or closed method. And the form of management is the meeting of shareholders. It is mandatory to create a board of directors consisting of at least 5 shareholders. It is not necessary to create such a structure in an LLC, and strict rules There is no structure in terms of the number of participants.

Economic partnership and production cooperatives

A commercial organization is a structure, as we have already said, that unites like-minded people with the common goal of making a profit. If we are talking about a business partnership, then two forms of such a structure are allowed - a general partnership and a limited partnership. The second formation is distinguished only by the fact that some members of the organization - individuals, do not have the right to participate in the management of the organization, but are only investors. They simply receive a profit from the deposit for replenishing the pooled capital with their own funds.

Production cooperatives are not popular. With this type of commercial association, management must be carried out by all participants, moreover, in a composition exceeding five members of the organization. They are personally responsible for their own property and for the debts of their company.

Agricultural business sectors

The name speaks for itself that the scope of activity of such an organization as peasant farm, - rural industry. A farm enterprise can be created either by one owner alone or by uniting with others.

Moreover, he cannot afford to join a number of such associations. Character traits this form of commercial structure:

All members must be directly involved in the affairs of the firm;

Farmers themselves can be members of this structure;

There are other responsibilities of each farmer, prescribed and enshrined in the charter;

The company acquires its material assets, equipment and consumables with the joint money of each member of the farm.

State commercial organization

The state also has the right to engage in commerce, benefiting from its work. It's about about a unitary enterprise. This type of commercial organization is a structure that is very limited in its rights to property. Because he does not own his own equipment and premises, but only uses it all for work. A unitary enterprise allows for both municipal and state subordination, but has common characteristics. Let's list them:

Has a certain legal capacity;

Uses someone else's property only as a tenant;

Participates in civil circulation.

A unitary enterprise is headed by a director or general director. It is he who is responsible for all decisions as the sole leader. Collective leadership does not exist in this form.

Commercial subsidiaries

There are also commercial legal organizations such as “subsidiaries”. A subsidiary business company is not responsible for the debts of the parent company, but is jointly and severally liable for all those transactions that are entrusted to it. And the main enterprise has the right to assign tasks to its “subsidiaries”, drawing up tasks for the future and current plans. The relationship between this dominant structure and its subsidiaries is reflected in the relevant documents, which spell out the rights and obligations of the parties. There is also such a thing as a dependent economic company. It depends on another organization having:

20% of the authorized capital of a limited liability company.

And if an enterprise acquired 20 percent of voting shares or began to own 20% of the authorized capital, according to the law it must publish this information.

Which is better - individual entrepreneur or LLC?

For those who want to create their own business, many books have been written, lectures and seminars are held. But a common question was and remains: what exactly to open - IP ( individual entrepreneurship) or LLC? It is no coincidence that some people choose the first option. Because opening an individual entrepreneur does not require a lot of time and large financial investments. Moreover, for beginners it is important that fines and taxes are small. Because no one is immune from mistakes and low profitability. And reporting for individual entrepreneurs is much simpler. In addition, managing your own money is easy and pleasant. There are also disadvantages, including:

The risk of losing the property of an individual entrepreneur due to unfulfilled obligations;

The types of activities of individual entrepreneurs are limited;

It is necessary to deduct a percentage to the Pension Fund.

An LLC has other pros and cons. Among the advantages is that there is no risk of losing money and property if you are just one of the founders, because the organization itself, and not an individual, is responsible for debts. Another plus is that the possibilities of such a reputable organization are much wider. The LLC can even be sold as unnecessary. And the LLC does not pay contributions to the Pension Fund if for some reason it suspends its activities. And the cons:

More complex and lengthy registration procedure;

Strict requirements for authorized capital;

Special rules for withdrawing earned funds;

Complex financial reporting;

High fines.

As is the form, so are the finances

Each commercial company creates a code financial relations that allow solving social and production issues through the use of their own funds. The finances of commercial organizations depend on their legal form. For example, the state form in to a greater extent depends on the infusion budget funds. Many unitary enterprises receive government subsidies, thus minimizing the risk of bankruptcy. While non-state owned organizations rely more on their own strength.

Their budget is formed, as a rule, thanks to the investments of the founders. However, commercial and non-profit organizations. Although now is the time when state-owned unitary enterprises are increasingly relying on other sources of financing, as budget injections are being reduced. The state thus encourages enterprises to think more about the effective use of their own capabilities, finding new sources of income, and cutting costs. Such sources can be interest and dividends on securities, income from transactions with currency and foreign exchange values, expansion of the service sector, and the introduction of competitive ideas.

Financial features by industry

The financial position of firms is to a large extent influenced by industry affiliation. For example, financial commercial organizations as industries with a large financial risk, are required to have a sufficient financial foundation, additional cash reserves, and insurance. We are talking about credit institutions and insurance companies. Commercial firms with low profitability are considered to be agricultural and, oddly enough, utility and resource supply enterprises. Therefore, the law limits the ability of these firms to supplement their funding sources by issuing securities. Increased tariffs for social insurance against accidents at work and occupational diseases Legislators also require from those industries in which there is an increased risk of occupational “sores” and injuries - coal mining, gas, chemical and oil industries. Even the scale of the commercial firm itself is influenced by industry factors.

When organizing commercial activities, it is necessary to take into account that large-scale enterprises include mechanical engineering, shipbuilding and ship repair, metallurgical plants, in a word, almost all heavy industry. And trade and consumer services are realized through small and medium business, often without requiring large scales. That is, depending on the specific industry, requirements are formed for the organizational and legal form of a commercial structure and, accordingly, for its financial mechanism.

Any form, but the essence is the same

Thus, organizational forms commercial organizations are very diverse. And this is good. Depending on the goals and objectives, the field of activity and creative ideas, you can choose the most suitable option. And from the right choice successful operation will depend. However, success consists of many factors, but that’s another story.

The variety of forms of ownership is the basis for the creation of various organizational and legal forms of organizations. According to the current Russian legislation, there are various organizational and legal forms of commercial organizations.

Depending on who owns the organization, the form of ownership is determined. The legislation of the Russian Federation provides for the following forms of ownership: private, state, property of public organizations (associations) and mixed.

Part private property include:

a) property of citizens individuals, including property of personal subsidiary plots, vehicles and real estate;

b) property of an association of citizens (full partnerships);

c) property of groups of individuals - limited liability partnerships, joint-stock companies (closed and open, property of cooperatives);

d) property of business associations (business companies and partnerships, concerns, holdings, associations, unions, etc.);

e) mixed ownership of citizens and legal entities.

State property form objects:

a) federal (RF) property;

b) property of constituent entities of the Russian Federation (republics, territories, regions, autonomous districts and the cities of Moscow and St. Petersburg);

c) municipal (districts, districts, prefectures) property.

Mixed ownership is formed as a combination of different forms property. Mixed economy organizations (companies) are companies in which the state or any government body is combined with private capital for various reasons, for example, state participation in private company, whose activities are in the public interest, or to control and direct its general policy, etc. The state, by participating in such companies, strives not so much to make a profit, but to direct the policy of these organizations. This is where the duality of such a system sometimes lies, since, on the one hand, a situation may arise when board members representing the state help weaken the company’s production and financial responsibility and seek to impose on it the government’s point of view, which does not always help its successful activities. On the other hand, such a company expects to receive various kinds of privileges. To balance these interests, it is necessary that state representatives participate in the economic activities of the company and bear responsibility for its economic performance.

Based on their form of ownership, organizations can be divided into private and public (Fig. 3.3).

Organizations in the private sector of the economy differ depending on whether one or more persons are its owners, on the responsibility for its activities, and on the method of including individual capital in the total capital of the organization. The public sector of the economy is the state (federal and federal subjects) and municipal enterprises(this refers not so much to the fact that the state acts as an entrepreneur, but to the fact that state or public enterprises operate on the principles of entrepreneurship).

An individual entrepreneur (IP) is a capable citizen who independently, at his own risk and under personal individual responsibility, carries out entrepreneurial activities and is registered for these purposes in the prescribed manner.

IP bears full responsibility for obligations with all the property belonging to him, with the exception of that which has been foreclosed in accordance with the Civil Code of the Russian Federation. This means that collection of an individual entrepreneur’s debts can also be imposed on his personal property that is not involved in business activities.

State registration as an individual entrepreneur occurs without education legal entity, but he is a full participant in civil circulation, therefore legal norms governing the activities of commercial organizations apply to him. An individual entrepreneur can, after paying taxes, dispose of the profits at his own discretion. A simplified form of the taxation system is provided for it, which consists of quarterly payment of taxes on the income declared by the individual entrepreneur himself. Personal income of individual entrepreneurs is subject to tax levied in the same way as income tax from citizens.

An individual entrepreneur has the right to create commercial organizations. After registering as a commercial organization, an individual entrepreneur can hire and fire workers. He can invest his capital in other areas of activity, making a profit from it. The number and value of property owned by an individual entrepreneur is not limited by law. Privately owned may be land enterprises, property complexes, buildings, structures, equipment, securities etc. An individual entrepreneur can be a participant in general partnerships, and also enter into agreements on joint activities(in the form of a simple partnership).

In Russia, individual entrepreneurs have the same rights as legal entities. According to the Law “On Investment Activities in the Russian Federation”, entrepreneurs can also be engaged in Foreign citizens. All investors enjoy equal rights; protection of these rights is guaranteed by the state, regardless of the form of ownership.

An individual entrepreneur is the head of a peasant (farm) enterprise operating without forming a legal entity.

The state registration of a citizen as an individual entrepreneur loses force and his activities are terminated from the moment:

A court decision declaring an individual entrepreneur insolvent (bankrupt);

Receipt by the registering authority of an entrepreneur’s application to cancel his state registration and quality as an entrepreneur and the registration certificate previously issued to him;

Death of a citizen;

Recognition of a citizen by a court decision as incompetent or partially capable (in the absence of the consent of the trustee for the ward citizen to engage in entrepreneurial activity).

An individual entrepreneur who is unable to satisfy the demands of creditors related to the implementation of business activities may be declared insolvent (bankrupt) by a court decision.

Individual entrepreneurship is a priority for people who are able to individually control the decision-making process. The advantage of sole ownership - payment only income tax, which makes his business more sustainable and attractive, as well as independence in the distribution of profits. An important advantage of an individual business is its mobility when changing areas of activity.

Commercial organizations are divided into three large categories: organizations uniting individual citizens (individuals); organizations combining capital and state unitary enterprises (Fig. 3.4). The first include business partnerships and production cooperatives. clearly distinguishes partnerships - associations of persons that require the direct participation of founders in their activities, societies - associations of capital that do not require such participation, but involve the creation special bodies management. Business partnerships can exist in two forms: general partnership and limited partnership.

IN general partnership(PT) all its participants (general partners) are engaged in entrepreneurial activities on behalf of the partnership and bear full financial responsibility for its obligations. Each participant can act on behalf of the partnership, unless the constituent agreement establishes a different procedure. The profit of a general partnership is distributed among the participants, as a rule, in proportion to their shares in the share capital. For the obligations of a general partnership, its participants bear joint liability with their property.

A partnership of faith, or a limited partnership (TV or CT), is recognized as a partnership in which, along with general partners, there are also participant-contributors (limited partners) who do not take part in the business activities of the partnership and bear limited financial liability within the limits of the amounts of contributions made by them. Essentially, TV (CT) is a complicated type of PT.

In a general partnership and limited partnership, shares of property cannot be freely assigned; all full members bear unconditional and joint liability for the organization’s liabilities (responsible with all their property).

Business partnerships(HT), like business companies (CO), are commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Differences between HT and HO appear, in relation to their more specific forms, in the methods of their formation and functioning, in the characteristics of their subjects in terms of the degree of material responsibility of these subjects, etc. In the most general form, all these differences can be interpreted in the context of the relationship between corporate partnerships .

Production cooperative(PrK) is a voluntary association of citizens on the basis of membership for joint production or other economic activity, based on their personal labor or other participation and the association of its members (participants) of property share contributions. The features of the PrK are the priority of production activities and personal labor participation of its members, the division of the property of the PrK into shares of its members (Fig. 3.5).

Cooperatives and organizations with the participation of workers in management and profits, which have spread in a mixed economy, have certain advantages over enterprise-type companies in labor productivity, social climate and labor relations, and income distribution. The introduction of essentially socialist principles of organization into economic activities (participation of workers in management, profits and share ownership) is seen as a means of overcoming the difficulties that entrepreneurial-type organizations constantly face: bureaucratization of management structures in large corporations; weak interest of workers in the success of the company (since their remuneration is still limited by salary); losses from strikes and labor conflicts; high turnover work force, which in current conditions is associated with particularly high costs due to the growing costs of training workers for specific activities in this particular organization, etc.

But purely self-managing companies are inferior to entrepreneurial ones in a number of ways: in addition to weak and possibly counter-response to market signals in the short term, they tend to “underinvest”, that is, to eat away their profits; In the long term, they are conservative in taking risky projects and introducing technical innovations.

Joint-Stock Company(JSC) is a society authorized capital which consists of the nominal value of the company's shares acquired by shareholders and, accordingly, is divided by this number of shares, and its participants (shareholders) bear financial liability within the limits of the value of the shares they own (Fig. 3.6). Joint-stock companies are divided into open and closed (OJSC and CJSC). Participants in an OJSC can alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription for issued shares and their free sale. In a closed joint-stock company, shares are distributed by private subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian legislation is limited to 50 persons.

Limited Liability Company(LLC) is a company whose authorized capital is divided into shares of participants who bear financial liability only within one hundred

Joint-Stock Company(JSC) is a company whose authorized capital consists of the nominal value of the company's shares acquired by shareholders and, accordingly, is divided into this number of shares, and its participants (shareholders) bear financial liability within the limits of the value of the shares they own (Fig. 3.6) . Joint-stock companies are divided into open and closed (OJSC and CJSC). Participants in an OJSC can alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription for issued shares and their free sale. In a closed joint-stock company, shares are distributed by private subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian legislation is limited to 50 persons.

But there is a third, “hybrid” category - a limited liability company and an additional liability company - which simultaneously applies to organizations that unite individuals and organizations that unite capital.

Limited Liability Company(LLC) is a company whose authorized capital is divided into shares of participants who bear financial liability only to the extent of the value of their contributions. Unlike partnerships, an LLC has an executive body that carries out the ongoing management of its activities.

Additional liability company(OOD) is essentially a type of LLC. Its features: joint subsidiary liability of participants for the obligations of an ALC with their property in the same multiple of the value of their contributions, determined in the constituent documents; In case of bankruptcy of one of the participants of an ALC, division of his responsibility for the obligations of the company between other participants in proportion to their contributions.

To state and municipal unitary enterprises(UP) include enterprises that are not vested with the right of ownership to the property assigned to them by the owner. This property is in state (federal or federal subjects) or municipal ownership and is indivisible. There are two types of unitary enterprises (Table 3.1):

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

2) based on the right of operational management (state-owned enterprises) - in many ways they resemble enterprises in a planned economy; the state bears subsidiary liability for their obligations if their property is insufficient.

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

The name of the enterprise indicating the owner (for a state-owned enterprise - indicating that it is state-owned) and location;

The procedure for managing activities, the subject and goals of activities;

The size of the authorized capital, the procedure and sources of its formation.

The authorized capital of the unitary enterprise is fully paid by the owner before state registration. The size of the authorized capital is not less than 1000 times the minimum monthly wage as of the date of submission of documents for registration.

If the cost net assets at the end of the financial year is less than the size of the authorized capital, then the authorized body is obliged to reduce the authorized capital, of which the enterprise notifies creditors.

The property rights of a unitary enterprise are presented in table. 3.2. A unitary enterprise can create subsidiary unitary enterprises by transferring part of the property to them for economic management.

All existing organizations are divided into two main groups: commercial and non-profit. Each of the presented forms operates on the basis of current legislation, while pursuing different goals. What a commercial organization is, the formation of its finances and the main differences from a non-profit organization will be discussed in the article.

The essence of a commercial organization

A commercial organization (CO) is a legal entity whose main purpose is to generate profit and distribute it among all participants.

In addition, KO has the features inherent in legal entities:

• the presence of separate property in ownership, economic management or operational management;
• possibility of renting out property;
• fulfillment of obligations on the basis of property owned by them;
• acquisition, exercise on behalf of property of various rights;
• appearance in court as a plaintiff or defendant.

Finance of a commercial organization

Finance of commercial organizations is the main link financial system. They cover most of the processes aimed at production, distribution, and use of GDP in monetary terms. There is another definition, according to which enterprise finance represents monetary or other relationships that arise in the implementation of different types entrepreneurship, as a result of the formation of personal capital, target funds, their use, and further redistribution.

WITH economic point From our point of view, the finances of KOs are subject to grouping between the following persons and groups:

• founders when creating an enterprise;
• organizations and enterprises in the production and further sale of goods, works, services;
• divisions of the enterprise - when determining sources of financing;
• organization and employees;
• enterprise and higher organization;
• enterprise and CO;
• financial state system and enterprise;
• banking system and enterprise;
• investment institutions and enterprises.

At the same time, CO finances have the same functions as state or municipal finances - control and distribution. Both functions are closely related.

The distribution function involves the formation initial capital, its further distribution in such a way as to maximally take into account the interests of all economic divisions of the organization, producers of goods and the state.

The basis of the control function is keeping records of expenses associated with the production and sale of products, monitoring the procedure for the formation and distribution of funds.

The basis for financial management of commercial organizations is a certain financial mechanism, represented by the following elements:

• financial planning – an indispensable condition existence of any enterprise. Planning is required not only when opening a CO, but also at the entire development stage. During planning, expected results and income are compared with investments, and the capabilities of the enterprise are identified;
• financial control over organizations whose form of ownership is non-state is carried out by state authorities in terms of fulfilling obligations to tax authorities, as well as when using funds from the state budget. This happens when KO is received sums of money in the form of government assistance. Types of control – audit, on-farm;
• analysis of the implementation of forecasts and plans. The implementation of plans is not necessarily checked here. This analysis is more aimed at identifying possible reasons deviations of planned indicators from forecast values.

Modern classification of activities

The Civil Code of the Russian Federation defines the following forms of criminal codes:

• A business partnership is a joint venture in which the authorized capital is divided into shares among all its participants. Participants are liable for the company’s obligations with their own property;
• business company - an organization where the authorized capital is divided into shares between participants, but they are not liable for the obligations of the company with their property;
• production cooperative - an enterprise that unites on a voluntary basis citizens who take collective, personal, labor or other participation in activities and make share contributions;
• state or municipal unitary enterprise - an enterprise created by the state (municipal authorities). In this case, the enterprise is not vested with ownership rights to the property assigned to it.

According to Art. 50 of the Civil Code of the Russian Federation there is only a list of the above-mentioned commercial organizations. Therefore, without first amending this legal act, it will not be possible to introduce any other law on CR.

What is the difference between a for-profit organization and a non-profit?

First, we should briefly discuss the similarities between the two types of organizations.

There are not very many of them:

• both types of enterprises operate in a market environment, therefore, in the course of operation, they can act as sellers of goods, works or services, or their buyers;
• each such enterprise must earn monetary resources, manage funds, invest them in different directions;
• The goal of each enterprise is for income to fully cover current expenses. The minimum task is the ability to work without losses;
• Both organizations are required to maintain accounting records.

Thus, it can be argued that the operating principles of commercial and non-profit organizations are identical. However, there are quite a few criteria by which they differ from each other.

These are the main differences between the two types of enterprises. Another nuance is accounting. Non-profit organizations have much more complicated accounting, so their founders have to use the services of highly qualified accountants.

LLC in accordance with the Civil Code of the Russian Federation and the Law on Limited Liability Companies (hereinafter referred to as the LLC Law) Federal Law “On Limited Liability Companies” dated 02/08/1998 No. 14-FZ (as amended on July 11, December 31, 1998, 21 March 2002) clause 1. Art.2. Chapter 1. A business company is recognized, the authorized capital of which is divided between participants into shares of sizes determined by the constituent documents. Its participants bear the so-called limited liability for the activities of the company, i.e. they are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the contributions they made. The law allows a company participant to pay the due share in the authorized capital over a certain time, and not at a time.

In this case, participants who have not fully contributed to the authorized capital of the company bear joint liability for its obligations to the extent of the value of the unpaid part of the contribution of each of its participants. This type of corporation is an invention of German lawyers, made at the end of the 19th century and caused by the requirements of practice, which showed the insufficient elasticity of joint-stock companies. Participants in the company have only obligatory, but not real rights to property in relation to it. A company participant can claim his property only in cases of its liquidation, upon his withdrawal from it and other cases when it must make settlements with him, for example, in the event of failure to obtain consent from the remaining participants in the company to alienate a share to another participant.

LLC is a commercial organization, making profit for it is the main goal of its activities. This means that it can carry out any type of business activity, in contrast to non-profit organizations, which have the right to conduct business activities only insofar as it serves the goals for which they were created. The company can engage in certain types of activities, the list of which is determined by federal laws, only on the basis of a special permit (license). The types of activities subject to licensing are determined by the Federal Law “On Licensing individual species activities." Federal Law “On Licensing of Certain Types of Activities” dated 08.08.2001 No. 128-FZ (as amended on March 13, 21, December 9, 2002, January 10, February 27, March 11, 26, December 23, 2003, November 2, 2004) art. 17. If the conditions for granting a special permit (license) to carry out a certain type of activity provide for the requirement to conduct such activity as exclusive, then the company during the period of validity of the special permit (license) has the right to engage only in those types of activities that are provided for by the special permit (license), and related activities.

An LLC is considered created as a legal entity from the moment of its state registration. The legal capacity of the company ceases with its liquidation and the entry of this into a single State Register legal entities. Unless other conditions are specified in the charter, the company operates without a time limit. The company is liable for its obligations with all its property and is not liable for the obligations of its participants. However, in certain cases there may be exceptions to this rule.

The LLC must have a full name in Russian and a postal address at which it can be contacted. Location of the company general rule determined by the place of its state registration. However, the constituent documents may establish that it is the permanent location of its management bodies or the main place of its activities. The legislator obliges the company to use the words “limited liability company” or the abbreviation LLC in the full and abbreviated corporate name of the company, respectively, and allows the use of the name of the company in any language.

The Company has a number of characteristics that make it possible to establish its place among other business Partnerships and Societies.

Firstly, LLC, like all business partnerships and companies, is a legal entity. The features contained in the legal definition of a legal entity (Article 48 of the Civil Code of the Russian Federation) - organizational unity, the presence of proprietary rights to property, independent liability, acting in circulation in one’s own name, procedural legal personality - require different specifications for different forms of a legal entity. The only point common to all legal entities is the ability to speak outside on their own behalf.

Secondly, the lack of liability of the Company's participants for the obligations of the LLC. The very name “limited liability company” is not entirely accurate. The Company bears full responsibility for its obligations with all its property, and the participants do not bear any liability for the obligations of the Society, except in cases provided for by law.

In accordance with the Law on Companies, an LLC can create branches and open representative offices by decision of the general meeting of LLC participants, adopted by a majority of at least two-thirds of the total number of votes of LLC participants, unless the need for a larger number of votes to make such a decision is not provided for by the company's charter. The creation of LLC branches and the opening of their representative offices on the territory of the Russian Federation are carried out in compliance with the requirements of the Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state on the territory of which branches are created or representative offices are opened, unless otherwise provided by international treaties Russian Federation.

An LLC may have subsidiaries and dependent business companies with the rights of a legal entity, created on the territory of the Russian Federation in accordance with the Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state on the territory of which the subsidiary or dependent business company was created , unless otherwise provided by international treaties of the Russian Federation.

• 1. Participants of the Company who have not made full contributions bear joint liability for its obligations within the value of the unpaid part of the contribution of each participant (Clause 1, Article 87 of the Civil Code of the Russian Federation; Clause 1, Article 2 of the Law on Companies). The subjects of liability are all participants who have not fully made the contributions provided for by the constituent documents. Members of the company are responsible to the creditors of the Company, and not to the company. At the same time, the company itself has the right to demand that the participant fulfill his obligation - to make a contribution on time, in the prescribed manner and in the form in which it is provided for in the constituent agreement.
• 2. In accordance with clause 3. Art. 56 of the Civil Code of the Russian Federation and clause 3 of Art. 3 of the Law on Companies, if the insolvency of a legal entity is caused by its participants or other persons who have the right to give instructions mandatory for this legal entity or otherwise have the opportunity to determine its actions, such persons, in the event of insufficient property of the legal entity, may be assigned subsidiary responsibility for his obligations. The meaning of the norm is a certain compensation to creditors in the event that obligations were accepted on behalf of the Company, but the participant or other persons had the opportunity to give mandatory instructions or determine the actions of the legal entity. To impose subsidiary liability, the following conditions are required:

The legal basis for the ability to determine the actions of the Company is participation in the capital, providing a majority of votes compared to other participants, or the existence of an agreement on the obligation of instructions and the use of this opportunity.

• 3. In accordance with paragraph 2 of Art. 105 of the Civil Code of the Russian Federation and clause 3 of Art. 6 of the Law on Companies, the parent company, which has the right to give instructions to the subsidiary company that are obligatory for it, is jointly and severally liable with the subsidiary company for transactions concluded by the latter in pursuance of such instructions.
• 4. In the event of non-monetary contributions to the authorized capital of the Company, the Company’s participants and an independent appraiser, within three years from the date of state registration of the Company or corresponding changes in the Company’s charter, jointly and severally bear, if the Company’s property is insufficient, subsidiary liability for its obligations in the amount of the overvaluation of non-monetary contributions (clause 2 of article 15 of the Law on Companies).

Thirdly, a limited liability company is an organization that unites the property of its participants. Therefore, naturally, we should turn to the question of the features of the authorized capital, i.e. property. The presence of property ensures the property isolation of the company from its participants and independent responsibility. The company, even at its inception, must have a certain authorized capital, the amount of which is indicated in the constituent documents. Martemyanov V.S. Economic law. T. 1 - M., 2002. - P. 175.

The company, like other business partnerships and companies, has separate property transferred by the participants and received in the process of activity, and accounted for on an independent balance sheet (clause 2 of article 2 of the Law on Companies). An independent balance sheet reflects all property rights and obligations, revenues and expenses. The independent balance sheet includes the property of branches, representative offices and separate divisions.

Fourthly, the authorized capital of the company is divided into a certain number of parts (shares). The shares may be equal or unequal. By payment or obligation to pay these shares in a certain amount, the right to membership in the company is acquired. The authorized capital itself consists of the totality of contributions from participants.

The participant who made the contribution loses any real rights to the contributed property, acquiring rights of claim against the company. The size of the participant’s share determines the size (volume) of the participant’s legal obligations claims to the company. But in addition to rights, the share also determines the size of the participant’s obligation to society. Thus, a share of participation is a set of rights and obligations in a certain amount of each participant in relations with society, i.e., in a broad sense, a share is a set of legal rights and obligations; in a narrow sense - the share of participation of a participant in the property of the company Rosenberg V.V. Limited Liability Partnership. - SPb., 1999. - P. 27.. The meaning of the allocation of shares is the exercise by the participant of his rights to management, part of the profit, liquidation quota, receipt of the actual value of the share, as well as obligations to make a contribution in the amount determined by the size of the owned share in capital. A participation share in the form of a set of rights is a kind of counter-representation, an equivalent presented in an obligation in exchange for the participant’s contribution.

Fifthly, the presence of obligatory relations between the participants of the company. Internal relations in society consist of the relations of participants among themselves and participants with society. The fact of the existence of a constituent agreement signed by the participants implies the existence of rights and obligations of the participants in relation to each other for the entire period of operation of the company.

A limited liability company, although based on the association of capital (like any business company) and does not provide for the mandatory participation of the persons creating it in the production, economic, commercial activities of the company, at the same time implies the establishment of closer corporate and economic ties between its participants and the company than, say, in a joint stock company, which is manifested in: a special procedure for joining a limited liability company; the restriction permitted by law on the admission of new persons to its composition; the possibility of the company purchasing a share owned by a participant; the right of a participant to leave the company with payment to him of the actual value of his share and a number of other features characteristic of these structures. At the same time, limited liability companies are quite close to closed ones joint stock companies. These relations arise on the basis of a civil law contract, which is the constituent agreement, bind certain persons and have as their content the obligation to take active actions, i.e. these are typical obligatory legal relations.

At sixth, internal structure society implies the need for governing bodies whose actions are the actions of society itself. The totality of all participants forms only supreme body company, limited in its actions by the conditions contained in the constituent documents. Volobuev Yu.A. Limited Liability Company. - M.: "Filin", 2004. - P. 19.

An LLC, like a joint-stock company, is a form of commercial organization, where the presence of a participant status does not mean the obligatory and necessary participation in the management of the company. As executive body of the company may be persons who are not members of the company, and the functions of the sole executive body may be transferred to the manager of a commercial organization or individual entrepreneur(Article 42 of the Law on Societies).

Seventhly, a company can be founded by one or more persons. However, the number of its founders cannot exceed more than fifty - the maximum number of participants established by clause 3 of Art. 7 of the Law on Societies. Moreover, society cannot have as its sole founder(participant) another business company consisting of one person (clause 2 of article 88 of the Civil Code, clause 2 of article 7 of the Law on Companies).

In paragraph 2 of Art. 2. The Law on Companies establishes the basic provisions necessary for a company to acquire the status of a legal entity:

a) a limited liability company owns separate property that is accounted for on its own balance sheet. The source of its formation is, as already noted, funds contributed by the founders (participants) of the company as a contribution to the authorized capital, as well as property acquired on other grounds provided by law - as a result of production, economic, commercial activities, etc. (Article 218-219 of the Civil Code).

As contributions to the property of a business company in accordance with Art. 27 of the Law on Companies, funds and other material assets, as well as property or other rights that have a monetary value, can be contributed. At the same time, the company may own objects created by it in the course of its activities intellectual property- the right to industrial designs, certain technologies, trademarks, etc.

b) the company may, on its own behalf, acquire and exercise property and personal non-property rights and bear obligations. This is manifested in the exercise of the owner’s powers to own, use and dispose of property to meet their own needs, conduct production and economic activities, for charitable and other purposes. The company can enter into transactions for the alienation of its own property and the acquisition of new ones (purchase and sale agreements, exchange, donation); transferring your property for rent or temporary use (under a loan agreement); pledge it, make it as a contribution to the authorized capital of other business companies, etc.

These rights are exercised by the company freely, except in cases where legislative restrictions apply. Yes, Art. 575 of the Civil Code does not allow commercial organizations to donate property to each other. Art. 690 of the Civil Code prohibits commercial organizations from transferring property for free use to a person who is a founder, participant in this organization, as well as its director, member of a collegial management or control body.

The company bears responsibilities related to the exercise of the rights of the owner - concerns about the maintenance of the property belonging to it (Articles 209, 210 of the Civil Code).

• c) another feature of a legal entity is the right to be a plaintiff and defendant in court. The right to judicial protection is provided for in Art. 11 Civil Code. The Company is independently responsible for its obligations except in cases established by law.
• d) society has organizational unity, which is manifested primarily in a certain hierarchy, subordination of the governing bodies that make up its structure, and in the clear regulation of relations between its participants. Thus, many persons united in society act in civil circulation as one person.

Being a commercial organization, the company in accordance with Art. 49 of the Civil Code and paragraph 2 of Article 2 of the Law on Companies has general legal capacity, that is, it can have civil rights and bear the civil responsibilities necessary to carry out any activities not prohibited by law. Article 2 of the Law on Companies also notes that the activities of the company should not contradict the subject and goals specifically limited in the company’s charter. Such restrictions can be established in the charter by decision of either the founders (when creating the company) or the general meeting of participants (by introducing amendments and additions to the Charter), based on the purposes for which the company is being created. The execution of transactions by a company in conflict with the goals of its activities, which are definitely limited in its constituent documents, is the basis for the court to invalidate them at the request of this company, its founder (participant) or government agency supervising the activities of a given legal entity, if it is proven that the other party to the transaction knew or should have known about its illegality (Article 173 of the Civil Code).

The Civil Code of the Russian Federation provides for the following possible forms of organizing business activities:

business partnerships

business companies

production cooperatives

state and municipal unitary enterprises

A business partnership is a commercial organization whose authorized capital is divided into shares (contributions) of its participants (founders), who are liable for its obligations with the property they own.

A business company is a commercial organization whose authorized capital is divided into shares (contributions) of its participants (founders), who are not liable for its obligations with the property they own and risk only their shares (contributions).

A production cooperative (artel) is a commercial organization that unites citizens on a voluntary basis on the basis of membership, personal labor and other participation, and making property share contributions.

A state (municipal) unitary enterprise is a commercial organization created by the state (municipal governing body) and not endowed with ownership rights to the property assigned to it by the owner.

Three of the above four forms of entrepreneurial activity represent one form or another of combining separate, individual, private capital.

The main advantages of combining capital compared to individual entrepreneurship are as follows:

pooling of capital allows you to quickly increase it, and therefore quickly expand this or that commercial activity;

distribution of responsibility for the safety and effective use of the combined capital;

freeing up time for businessmen for personal life, education, recreation, treatment, etc.;

combining the experience and knowledge of capital owners, expanding opportunities to attract highly qualified specialists in all areas of activity;

the owners of the combined capital bear the risk only within the limits of their contributions.

Production cooperative

A production cooperative as a form of organization of entrepreneurial activity may not differ economically from a business partnership or company. It is assumed that members of a production cooperative take personal labor participation in its activities. However, on the one hand, the same thing can happen in small business partnerships and societies, and on the other hand, the law does not exclude the possibility of membership in a production cooperative of legal entities and forms of participation in its work other than labor.

As a legal entity, a production cooperative is characterized by the following features:

It is an association of citizens who organize themselves to work;

The basis of the association is membership in the cooperative;

Members of the cooperative participate in the activities of the cooperative through personal labor;

Not only personal labor, but also property participation in the activities of the cooperative is required;

Membership in a cooperative on the basis of only a share contribution without personal labor participation is in principle permitted, but in certain amounts - no more than 25 percent of the amount of share contributions. The existence of members of the cooperative who do not participate in the activities of the cooperative through their labor is also allowed. But there should be no more than 25 percent;

A legal entity can also be a member of a cooperative that contributes only a share;

Members of a production cooperative bear subsidiary liability (subsidiary liability implies that if the property of the cooperative is not enough to cover the obligations, the remaining debt is reimbursed by the shareholders) for the obligations of this legal entity in the amount established by the charter of the cooperative;

The corporate name of this legal entity must contain the actual name of this cooperative and the words “production cooperative” or “artel” (these are synonyms);

The constituent document here is the charter adopted at the general meeting of members of the cooperative;

The number of members of the cooperative must be at least 5. The maximum number is not limited;

The property base of the cooperative's activities is formed by the share contributions of the members of the cooperative.

Unitary enterprise

The main difference between a business partnership and a company and a unitary enterprise is that, firstly, the property they have belongs to them by right of ownership, and secondly, by the right of economic ownership or operational management. In practice, there is usually a second difference between these forms of commercial organizations, which is that unitary enterprises always have only one owner (the state or municipal government), while business organizations usually have several such owners (although the law allows for the possibility of having they also have only one owner).

A unitary enterprise can only be based on state or municipal property.

A unitary enterprise has the following characteristics:

1. Unlike business companies, partnerships and production cooperatives, the enterprise itself does not have the right of ownership of property. The owner of this property continues to be the founder of this enterprise. This property is assigned to the unitary enterprise itself either on the right of economic management, or on the right of operational management, on the so-called limited property right;

2. The property of a unitary enterprise is not distributed among the employees of this enterprise, is indivisible, and there can be only one owner of a unitary enterprise;

3. The management body of a unitary enterprise is sole. This is, as a rule, a director or general director, who is appointed by the owner of the property of this unitary enterprise. Collegial forms of governance are not allowed;

4. The following may be the owner of a unitary enterprise:

The Russian Federation as a subject of civil law,

subjects of the Russian Federation,

municipalities.

Economic partnership

A business partnership differs from a business company in the form of responsibility of their members, or the amount of risk they bear when participating in a particular business organization. This liability can be full, i.e., include liability for the entire property of a participant in a commercial organization, regardless of the size of his contribution to its authorized capital, or partial, limited, i.e., limited to the size of his share (contribution) to the authorized capital of this organization.

A business partnership is based on a contribution to the authorized capital and full property liability of its members. A business company is based on a contribution to the authorized capital, but the liability of its members is limited only by the size of the contribution itself.

A business partnership can exist in two varieties: general partnership and limited partnership.

Full partnership – This is a business partnership in which all its participants, called “full partners,” are liable for its obligations with the property they own.

Partnership of Faith- this is a business partnership in which not all of its participants are liable for its obligations with the property belonging to them, but there are one or more participants who do not take part in the business activities of the partnership, and therefore bear the risk of losses only within the limits of their contributions.

Any person can be a member of only one general partnership or be a general partner in only one limited partnership.

A participant in a general partnership cannot simultaneously be a general partner in a limited partnership and vice versa.

The organization of any partnership is based on the personal trust relationships of its participants. Without trust, a partnership is impossible, since the risk of its participants is unlimited (except by the size of their personal property).

A business company can exist in the following forms:

limited liability company;

additional liability company;

Joint-Stock Company.

Participants in commercial organizations have the right to participate in their management, receive information about their activities, participate in the distribution of profits received, receive a portion of the property remaining after the liquidation of the organization proportional to their contribution, and have other rights under the law and in accordance with the statutory documents.

The classification of commercial organizations is shown in Fig. 3.

Rice. 3. Classification of commercial organizations