Definition of a business enterprise. Commercial organizations: types and their characteristics

1. Legal entities can be organizations that pursue profit-making as the main goal of their activities (commercial organizations) or do not have profit-making as such a goal and do not distribute the profits between participants (non-profit organizations).

2. Legal entities that are commercial organizations can be created in the organizational and legal forms of business partnerships and societies, peasant (farm) enterprises, economic partnerships, production cooperatives, state and municipal unitary enterprises.

3. Legal entities that are non-profit organizations may be created in the following organizational and legal forms:

1) consumer cooperatives, which include, inter alia, housing, housing construction and garage cooperatives, horticultural, gardening and dacha consumer cooperatives, mutual insurance societies, credit cooperatives, rental funds, agricultural consumer cooperatives;

2) public organizations, which include, among other things, political parties and created as legal entities trade unions (trade union organizations), public initiative bodies, territorial public self-governments;

2.1) social movements;

3) associations (unions), which include non-profit partnerships, self-regulatory organizations, associations of employers, associations trade unions, cooperatives and public organizations, chambers of commerce and industry;

4) partnerships of real estate owners, which include, among other things, partnerships of homeowners;

5) Cossack societies included in the state register of Cossack societies in Russian Federation;

6) indigenous communities small peoples Russian Federation;

7) funds, which include public and charitable foundations;

8) institutions to which they belong government agencies(including state academies of sciences), municipal institutions and private (including public) institutions;

9) autonomous non-profit organizations;

10) religious organizations;

11) public companies;

12) bar associations;

13) legal entities (which are legal entities);

14) state corporations;

15) notary chambers.

4. Non-profit organizations may carry out income-generating activities, if provided for by their charters, only insofar as this serves the purposes for which they were created, and if this is consistent with such purposes.

5. Don't commercial organization, the charter of which provides for the implementation of income-generating activities, with the exception of state-owned and private institutions, must have sufficient property to carry out the specified activities with a market value of at least the minimum amount of authorized capital provided for limited liability companies (clause 1 of Article 66.2).

6. The rules of this Code do not apply to relations in the implementation of their main activities by non-profit organizations, as well as to other relations with their participation that are not related to the subject of civil legislation (Article 2), unless otherwise provided by law or the charter of a non-profit organization.

Commentary to Art. 50 Civil Code of the Russian Federation

1. The commented article divides legal entities into commercial and non-profit organizations, establishing for the first time an exhaustive list of organizational and legal forms of commercial organizations. It is appropriate to note here that, in contrast to previous legislation, the term “enterprise” now applies only to real estate used for business activities (Article 132 of the Civil Code), or, together with the words “state unitary” or “municipal unitary”, for designations of the relevant state and municipal commercial organizations (Articles 113 - 115 of the Civil Code).

2. Commercial organizations are those whose main purpose is to make a profit.

Commercial organizations can be created in the form of business partnerships (full and limited liability) and companies (limited liability, additional liability and joint stock), production cooperatives, state and municipal unitary enterprises (the list is exhaustive).

A significant difference between the current legislation and the previous legislation is the provision according to which commercial organizations (except for state and municipal unitary enterprises, as well as insurance and credit organizations) can engage in any type of activity not prohibited by law. It should be especially noted that according to the Civil Code of the Russian Federation, the authorized (share) capital of companies must determine minimum size property of an organization that guarantees the interests of its creditors.

Business partnerships are also called associations of persons, since the identity of the participant in such an entity is of significant importance; the united persons take personal part in the activities of the partnership. Business societies are called associations of capital, since during their creation and operation it is not so important who (which entity) made a contribution (relatively speaking, money (property) is united, not people); Personal participation in the activities of the society is not necessary.

Contributions to the property of a business partnership or company can be money, securities, other things or property rights or other rights that have a monetary value.

Property created through the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs to it by right of ownership.

Participants in general partnerships and general partners in limited partnerships can be individual entrepreneurs and (or) commercial organizations. Citizens and legal entities can participate in business companies, and in limited partnerships citizens and legal entities can be investors. But from this general rule there are the following exceptions:

— the law may prohibit or limit the participation of certain categories of citizens in business companies and partnerships, with the exception of open joint-stock companies;

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Thus, in accordance with the Federal Law of July 31, 1995 N 119-FZ “On the Fundamentals civil service Russian Federation" (Collection of Legislation of the Russian Federation. 1995. N 31. Art. 2990) a civil servant is obliged to transfer to trust management under the guarantee of the state for the duration of public service, the shares (blocks) of shares in his ownership in the authorized capital of commercial organizations in the manner established by this Federal Law (Clause 2 of Article 11).

— government bodies and local government bodies do not have the right to act as participants in business companies and investors in limited partnerships, unless otherwise provided by law;

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The named bodies cannot participate from own name. But the Russian Federation, constituent entities of the Federation, municipalities. These entities are represented by the relevant authorities.

- owner-financed institutions may be participants in business companies and investors in partnerships with the permission of the owner, unless otherwise provided by law.

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For example, an institution can independently dispose of income received from income-generating activities and property acquired from these incomes (if it is granted the right to engage in such activities by its constituent documents). Consequently, at the expense of these incomes and property acquired at the expense of these incomes, an institution without the consent of the owner can be a participant in business partnerships and companies.

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

The peculiarities of the legal status of a general partnership are determined mainly by the fact that its participants jointly and severally bear subsidiary liability with their property for the obligations of the partnership. This means that if the property of the partnership is not enough to satisfy the creditor’s claims, then he has the right to demand performance both from all participants in the full partnership jointly and from any of them separately, both in full and in part of the debt.

For more information about the organization and activities of a general partnership, see Art. Art. 66 - 81 of the Civil Code of the Russian Federation and commentary thereto.

4. A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners), there is one or more participant-investors (limited partners) who bear the risk losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the implementation of business activities by the partnership.

For more information about the organization and activities of a faith partnership, see Art. Art. 82 - 86 of the Civil Code of the Russian Federation and commentary to them.

5. A limited liability company is a company established by one or more persons, authorized capital which is divided into shares of sizes determined by the constituent documents. Participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of their contributions.

For more information on the organization and activities of limited liability companies, see Art. Art. 87 - 94 of the Civil Code of the Russian Federation and commentary to them.

6. A company with additional liability is a company founded by one or several persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. The participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same amount for everyone, a multiple of the value of their contributions, determined by the constituent documents of the company.

The legal status of an additional liability company is similar to the legal status of a limited liability company.

7. A joint stock company is a company whose authorized capital is divided into a certain number of shares. Participants in a 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 limits of the value of the shares they own.

For more information on the organization and activities of joint stock companies, see Art. Art. 96 - 106 of the Civil Code of the Russian Federation and commentary to them.

8. A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activity(production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and on the pooling of property shares by its members (participants). The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities.

For more information on the organization and activities of production cooperatives, see Art. Art. 107 - 112 of the Civil Code of the Russian Federation and commentary to them.

9. Only state and municipal enterprises can be created in the form of unitary enterprises.

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

For more information on the organization and activities of state municipal enterprises, see Art. Art. 113 - 115 of the Civil Code of the Russian Federation and commentary to them.

10. Non-profit organizations are those that do not have profit as the main goal of their activities and do not distribute the profits received among participants. The Civil Code of the Russian Federation includes consumer cooperatives, public and religious organizations (associations), institutions, charitable and other foundations, and homeowners' associations. The Civil Code of the Russian Federation, unlike commercial organizations, does not provide an exhaustive list of forms of non-profit organizations. Other forms may be provided by law.

The Civil Code of the Russian Federation provides for the possibility of carrying out entrepreneurial activities by non-profit organizations subject to the following conditions:

— entrepreneurial activity must serve the purposes for which the organization was created;

— upon receipt of profit, the organization does not have the right to distribute it among the participants of the organization. The exception is consumer cooperatives, in which, according to clause 5 of Art. 116 of the Civil Code of the Russian Federation, income received from entrepreneurial activities is distributed among the members of the cooperative.

11. A consumer cooperative is recognized as a voluntary association of citizens and legal entities on the basis of membership in order to satisfy the material and other needs of the participants, carried out through the pooling of property share contributions by its members.

On the organization and activities of consumer cooperatives, see Art. 116 of the Civil Code of the Russian Federation and commentary to it.

12. Voluntary associations of citizens are recognized as public and religious organizations (associations), in established by law order of those united on the basis of their common interests to satisfy spiritual or other non-material needs. Public associations operate on the basis Federal Law dated May 19, 1995 N 82-FZ “On Public Associations”, political parties - Federal Law dated July 11, 2001 N 95-FZ “On Political Parties”, religious associations - Federal Law dated September 26, 1997 N 125 -FZ “On Freedom of Conscience and Religious Associations” (hereinafter referred to as the Law on Freedom of Conscience).

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Collection of legislation of the Russian Federation. 1995. N 21. Art. 1930.

Collection of legislation of the Russian Federation. 1997. N 39. Art. 4465.

On the organization and activities of public and religious organizations, see Art. 117 of the Civil Code of the Russian Federation and commentary to it.

13. The Foundation is recognized as a non-profit organization that does not have a membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially beneficial goals.

On the organization and activities of funds, see Art. 118 of the Civil Code of the Russian Federation and commentary to it.

14. An institution is an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature and financed by him in whole or in part. The property is assigned by the owner to the institution with the right of operational management. The institution is responsible for its obligations with the funds at its disposal. If they are insufficient, the owner of the relevant property bears subsidiary liability for his obligations.

15. Associations and unions are recognized as associations of commercial organizations for the purpose of coordinating their business activities, as well as representing and protecting common property interests.

On the organization and activities of associations and unions, see Art. Art. 121 - 123 of the Civil Code of the Russian Federation and commentary to them.

16. A homeowners' association under the Housing Code of the Russian Federation is recognized as a non-profit organization, an association of owners of premises in an apartment building for the joint management of a complex of real estate in an apartment building, ensuring the operation of this complex, ownership, use and, within the limits established by law, disposal of common property in an apartment building.

The founding document of the partnership is the charter.

The number of members of the homeowners' association who created the partnership must exceed fifty percent of the votes of the total number of votes of the owners of premises in an apartment building. An exception is the formation of a partnership in a newly constructed apartment building: a partnership can be formed by individuals or legal entities, including bodies state power or local governments that have or will have ownership rights to the newly created real estate.

The management and control bodies of the partnership are:

— general meeting of members of the partnership;

- board of the partnership;

- chairman of the board of the partnership;

- audit committee.

The Federal Law “On Non-Profit Organizations” also provides for the possibility of creating non-profit partnerships and autonomous non-profit organizations.

17. A non-profit partnership is a membership-based non-profit organization established by citizens and (or) legal entities to assist its members in carrying out activities aimed at achieving social, charitable, cultural, educational, scientific and management goals, in order to protect the health of citizens, development physical culture and sports, satisfying the spiritual and other non-material needs of citizens, protecting the rights and legitimate interests of citizens and organizations, resolving disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits.

A non-profit partnership can carry out business activities consistent with the goals for which it was created.

The constituent document of a non-profit partnership is the charter.

The charter defines:

— name of the organization, containing an indication of the nature of its activities and legal form (non-profit partnership);

- location;

— procedure for managing activities;

— information about branches and representative offices;

— rights and obligations of members;

— conditions and procedure for admitting a member of the organization and leaving it;

— sources of property formation;

— the procedure for making changes to the charter;

— the procedure for using property in the event of liquidation of the organization;

— other provisions in cases provided for by federal laws.

18. An autonomous non-profit organization is a non-profit organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions for the purpose of providing services in the field of education, healthcare, culture, science, law, physical culture, sports and other services.

This organization has the right to carry out business activities consistent with the goals for which it was created.

The constituent document of an autonomous non-profit organization is the charter. The requirements for it are the same as for the charter of a non-profit partnership, with the exception of the indication of the need to define in the charter the procedure for leaving an autonomous non-profit organization, since in in this case such an indication simply makes no sense - this organization has no membership.

19. Newly adopted federal laws introduce more and more new forms of non-profit organizations. It seems that by not limiting the list of forms of non-profit organizations in the Civil Code of the Russian Federation, we have thereby opened Pandora's box. We believe that what G.E. said Avilov in relation to the open list of commercial organizations that existed before the entry into force of Part 1 of the Civil Code of the Russian Federation is quite relevant, but only for non-profit organizations, counterparties can only “guess which organization and with what scope of powers is hiding under the name of a youth center, company, corporation, concern, consortium, trading house, etc. In a market economy, the uncertainty of the subject composition of civil legal relations is extremely dangerous, since it creates conditions for violation of legal rights and interests widest circle persons, including the state and society."

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See, for example, Art. 19 of the Federal Law of May 17, 2007 N 82-FZ “On the Development Bank”, Art. 4 of the Federal Law of July 19, 2007 N 139-FZ “On the Russian Nanotechnology Corporation”, Art. 3 of the Federal Law of July 21, 2007 N 185-FZ “On the Fund for Assistance to the Reform of Housing and Communal Services” (despite the name, this fund is a state corporation), Art. 2 of the Federal Law of October 30, 2007 N 238-FZ “On the State Corporation for the Construction of Olympic Facilities and the Development of the City of Sochi as a Mountain Resort”, Art. 4 of the Federal Law of November 23, 2007 N 270-FZ “On the State Corporation “Rostechnologies”, art. 3 of the Federal Law of December 1, 2007 N 317-FZ “On the State Atomic Energy Corporation Rosatom”.

Avilov G.E. Economic partnerships and societies in the Civil Code of Russia // Civil Code of Russia. Problems. Theory. Practice: Collection in memory of S.A. Khokhlova / Rep. ed. A.L. Makovsky; Private Law Research Center. M.: International Center financial and economic development, 1998. P. 177.

According to regulatory documents, a legal entity is an organization that owns a number of assets that are used to pay off various obligations. Constant changes in the market economy have caused the emergence of a large number of different companies, which have a number of specific differences from each other. It is these differences that experts use to classify legal entities into separate groups. In this article, we propose to consider different types of commercial organizations and discuss their key features.

A commercial organization is a legal entity that, after registering a company, pursues making a profit as the main goal of its activities.

“Commercial organization” - the essence of the concept

Legal entities engaged in economic activities for the purpose of generating revenue are classified as subjects commercial activities. According to the established procedure, this classification includes various societies, municipal and state companies, production cooperatives and partnerships. It should also be noted that regulatory authorities allow the creation of commercial entities to merge with other organizations. Such mergers are called unions and associations of legal entities.

Each business entity owns various assets. Such assets include both property and financial assets. It should be noted that property assets can be either owned by the company or used as a lease. The assets of a legal entity are used to meet existing financial and debt obligations. According to established rules, such companies have the right to use only those assets owned by the organization to cover debt obligations. Members of the management of such a structure have the legal right to develop their company in order to increase profits.

All profits received are distributed according to the level of investment of each member.

Commercial organization - what is it? Before you start studying this issue, you should become familiar with the meaning of this structure. As mentioned above, the category of commerce includes persons who receive regular profits from their activities. Based on this, it can be assumed that main goal of such companies is the organization of economic activities with the aim of extracting financial resources. The funds received are distributed among the participants of a particular structure, according to the level of their investments. It should be mentioned that current laws have a clear description of the organizational and legal form of such structures.

The fiftieth article of the Civil Code of the Russian Federation provides a number of criteria that determine the organizational and legal forms of entities belonging to the category of commerce. This means that in order to introduce new types of commercial structures, regulatory authorities need to make adjustments to the above-mentioned legislative act.

The main classification of commercial organizations is by type of organizational and legal forms

Accepted classification of activities

All commercial entities can be divided into two conditional groups. The first group includes corporations managed by founders and members of the management team who have corporate rights. It's important to note that this group includes several subgroups. Such subgroups include farms, partnerships and production societies.

The second group includes all municipal and state companies. A distinctive feature of these business entities is the lack of ownership rights to assets received from the business owner. This means that the management level does not have corporate rights to manage the company.

As a rule, such organizations are created under close government control.

What is the difference between non-profit and for-profit entities

Non-profit organizations have a number of specific differences from commercial entities. The main difference is the company's main goal. Thus, commercial structures conduct business activities in order to obtain regular income. In addition, the direction of activity of the subject should be taken into account. As practice shows, commercial structures work for the benefit of only the founders. Non-profit companies strive to provide comfortable conditions for all participants in the structure, which is the basis for achieving the maximum level of social benefits.

In commercial organizations, all profits received by the enterprise are distributed among members of its management. The remaining funds are directed to further development companies, development of new markets and other goals that will increase revenue. Non-profit structures most often have no profit at all. Speaking about the differences between commercial and non-profit organizations, you should pay special attention to the type of their activities. The first type of company is engaged in the manufacture of commercial products and the provision of services, while the second type is engaged in the provision of social benefits to various segments of the population.

According to experts, the structures in question have differences in the type of employees they employ. In the case of commercial entities, each employee of the organization receives payment for fulfilling their labor obligations. Non-profit organizations, in addition to the work of their staff, involve volunteers and volunteers in performing various works. The last difference between these structures is the company registration procedure itself. To register a commercial company, the owner of the company or a person representing the interests of the founding council must contact the tax authority. A non-profit structure is registered by the justice authorities.

A non-profit organization does not aim to make a profit and does not distribute the profits between participants

Types of commercial organizations

The current regulations set out the criteria for determining all forms of commercial organizations. Let's take a look at the description of each type of commercial entity.

General partnerships

Full partnership - a feature of this form is the presence of folding capital, which is based on investments by members of the founding council. All income received is divided proportionally, according to the amount of invested capital. It should be noted that all members of the partnership bear general responsibility for financial obligations. The property of the partnership can be used to pay off credit debts. According to experts, today this form of commerce is registered quite rarely.

Producer cooperatives

This form of commercial structures is often called artels. Such companies are created by bringing together citizens to organize a joint business. Each participant in a cooperative engaged in the production of marketable products can make a personal contribution to the development of the organization, through labor participation or financial contributions. It should be noted that in this case, a commercial structure can be organized by both ordinary citizens and legal entities.

In addition to production cooperatives, there are such types of organizations as:

1. Consumer cooperative.
2. Insurance and credit cooperation.
3. Construction and economic cooperatives.

When such a company is formed, a “Charter” is created, which sets out the level of responsibility of all its participants. According to the established rules, to create a cooperative it is necessary to assemble a founding council of more than five people.

LLC (limited liability companies)

Such organizations can have either one owner or belong to the founding council. As a rule, the board of founders consists of legal and individuals. The authorized capital of such an organization consists of shares of capital contributed by members of the company. It is important to note that all members of the company are not responsible for the financial and other obligations of the company. This means that only the property and assets of the company itself are used to repay loans and debt obligations. G lava distinctive feature of such organizations is the presence of mandatory rights for each founder. According to statistics, this organizational and legal form is used by the majority of companies operating in Russia.

Commercial organizations have all the characteristics of a legal entity

Quite often you can hear the question: Is an LLC a commercial or non-profit organization? According to the definition of current regulatory documents, this form of ownership refers to commercial structures, since the main goal of an LLC is to make a profit. Based on this fact, we can conclude that companies belonging to this category have the right to engage in any type of business. It should be noted that in order to work in certain areas, organizations need to obtain licenses and other permits.

JSC (joint stock companies)

The organizational and legal form under consideration is most often used by entities belonging to the category of medium and large enterprises. The entire authorized capital of such companies is divided into shares. The main distinguishing feature of such organizations is the limited liability of security holders. Today the following classification of joint stock companies is used:

• closed societies;
• public organizations.

Each of these structures includes several subgroups. So, business partnerships are one of the types of public joint stock companies ( Joint-Stock Company).

State and municipal unitary enterprises

The structure under consideration has a number interesting features. The main difference of this structure is the absence of ownership rights to the company’s property assets. According to the established rules, municipal unitary enterprises have property values ​​that cannot be divided between the owners. This means that all assets and funds of the company cannot be divided into shares or contributions. It should be emphasized that all property assets belong to the company under economic management rights. According to experts, the owners of such companies are liable for financial obligations solely with the assets of the company.

Team partnerships

This structure is based on a share fund created by two categories of persons: general partners and limited investors. The first group of individuals carries out the business activities themselves on behalf of the entire company. It should be noted that these persons are liable for financial obligations not only with the property assets of the company, but also with personal values. Persons acting as investors are liable only for the investments made. According to experts, this form of organization is registered quite rarely.

According to the rules established by current legislation, the category of full participants includes only private entrepreneurs and owners of organizations. Both organizations and ordinary citizens could receive the status of investors.

A commercial organization is a clearly defined legal form of organization

Companies with additional liability

This form of commercial activity was abolished in two thousand and fourteen. A distinctive feature of an ALC is the presence of one or more founders. The authorized capital of such companies is divided into several shares, the size of which is determined by the constituent documentation. All members of the founding council of such a company bear financial responsibility in the form of their own property values.

The main features of commercial organizations

The main feature of a commercial structure is the general purpose of economic activity aimed at extracting stable income. The current legislation has a clear definition of all existing organizational and legal forms of such companies. All finances received by these structures are distributed among its owners.

It should be noted that all commercial entities have exactly the same characteristics as legal entities. This means that the owners of the company are responsible to regulatory authorities, business partners and other persons for both their own property values ​​and the assets of the company. Each established commercial entity has a number of rights and obligations. This indicates that these citizens can be called upon as defendants and plaintiffs in legal proceedings.

Conclusions (+ video)

Experts in the field of entrepreneurship say that today, in Russia there are more than a dozen various forms commercial entities that differ in their internal structure. This fact indicates that every person who wants to engage in business on behalf of a legal organization has the legal right to choose the most suitable form of business, based on their preferences and goals.

A commercial organization is an organization whose main activity is aimed at generating profit, which is distributed among all participants.

Commercial structures are defined in a strict organizational and legal form.

general characteristics

Each participant, also called the founder, has certain rights; he can:

• take part in the affairs of the organization;
• receive any information he is interested in about the activities of the enterprise;
• take part in income distribution;
• claim your share of the property during .

Such organizations are characterized by the following functional characteristics:

• availability of own or rented property;
• pooling the capitals of participants in order to increase and grow financial profits;
• combining the knowledge and experience of participants.

All types of commercial structures have these characteristics, with the exception that they differ significantly in their organizational base.

Their main activity is trade, namely the sale of goods and services. At the same time, they are often engaged in providing all necessary material resources and also carry out trade and intermediary activities. Commercial firms are not directly involved in the production of the goods themselves; this function is characterized by entrepreneurial organizations.

The main goal of a commercial organization is to make a profit.

To achieve this goal, legal entities are engaged in the production of products that meet demand and are able to compete in the market for goods and services. For the same purpose, they provide their participants with favorable conditions for productive activities.

The tasks that such a legal entity sets itself. person are determined by the amount of financial resources available and at disposal, the interests of the owner and other factors.

Classification

According to the degree of responsibility and organizational and legal form, all commercial structures are divided into four main types, each of which in turn is divided into several more groups:

• Business partnerships (authorized capital consists of contributions from the founders, who bear full responsibility for the organization’s property).
• Business companies (authorized capital consists of contributions from founders who do not bear full responsibility for the property).
• (association of participants on a voluntary basis).
• Unitary enterprises (created by the state, do not have ownership rights to property, authorized capital - budget funds).

Business partnerships have a distinctive feature - all members bear responsibility and risk for all property that belongs to the organization.

There are two types:

• - supposed full responsibility all members;
• – not all participants bear full responsibility.

Any partnership is built on the basis of trust of the participants, each of whom risks not only his own contributions. Without a trust relationship, no such association can exist.

Participants in a business company bear responsibility and risk only to the extent of their personal contribution. Their types:

• limited liability company - LLC (capital is divided into contributions of participants who do not take personal part in the affairs);
• company with additional liability (capital consists of shares of participants who bear additional liability for the debts of the enterprise in the amount of their own contribution);
• joint stock companies - joint-stock companies (capital consists of shares, shareholders are not responsible for property, but risk within the limits of their own shares).

Joint stock companies are currently the most popular form of existence of commercial organizations. They are open and closed:

• Closed joint-stock companies (JSC) distribute shares within their organization among the founders.
• OJSC (PJSC) distribute shares through public subscription.

To see which organizational and legal forms are best suited for business, watch the following video:

Financial resources

The creation of such organizations occurs at the expense of funds authorized capital, which is formed from contributions of founders and participants.

The financial sources of commercial firms in the course of their activities are:

• Revenue received from services, goods and works. Its increase is an indicator of the financial growth of the enterprise. Revenue growth occurs as a result of an increase in the volume of products or services produced, as well as due to an increase in tariffs.
• Sale of property. For various reasons, an organization may sell off its equipment.
• Cash savings, this also includes reserve savings.
• Income not related to revenue, non-operating income, provision Money for a certain period of time at interest. This may include interest on deposits, loans, credits, rental income, fines and penalties received as a result joint activities with other companies.
• Income from participation in the financial market.
• Funds from the budget. For example, in the form of subsidies, investments, payment of government orders.
• Proceeds from parent companies.
• A small percentage of cash sources are gratuitous receipts.

Most of the finances are generated by sales proceeds, and budget revenues have a relatively small percentage.

Constituent documents

Any legal entity carries out its functions on the basis of constituent documents. Each type of commercial organization has its own set of documents, it depends on the organizational and legal form.

Constituent documentation contains information about the name of the enterprise, its location and the procedure for managing its activities. These three components characterize and identify a legal entity.

The main documents are considered to be and. A limited liability company and a unitary enterprise operate on the basis of a charter, but also include other types of documentation:

• state registration certificate;
• tax registration certificate;
• articles of incorporation (agreement between the participants on the creation of this company);
• agreement on the rights of founders;
• list of founders;
• protocols, decisions, orders, etc.

Joint-stock companies carry out their functions on the basis of the same documents, to which a register of shareholders is added instead of a list of founders.

Particular attention is paid to the method and conditions of storage of documentation; close attention is paid to this during audits. And not surprisingly, its loss deprives a legal entity of legal capacity. An official is responsible for the safety of documents - usually this CEO or special substructures - the documentation support department, for example.

Documents are stored in sealed safes and metal cabinets and are issued strictly against receipt.

The storage periods for documentation are established by regulations, according to which each document has its own statute of limitations. The only exceptions are some papers that must be kept forever.

The law strictly prohibits the destruction of documents with an unexpired statute of limitations, as well as the storage of those whose expiration date has already expired. This entails administrative responsibility.

Differences from non-profit organizations

There are two types of legal entities in the Russian Federation. These are commercial and . If the result of a company's activities is not the generation of income, then it is called non-profit.

Although there are some similarities, these forms differ significantly in goals and objectives and not only in them. The first and main difference is in the goals. The purpose of commercial legal entities is to make a profit and improve the livelihoods of their founders. Non-profits act in other interests. Their tasks are related to socially useful goods and are aimed at solving socially significant problems.

In addition to this main difference, there are a number of others:

• Income distribution. If in a commercial company the profit is distributed among the participants, and the other part goes for development own enterprise, then in non-profits the situation is somewhat different. In them, finances are used to achieve the goals specified in the charter.
• Manufactured product. The end product of commercial associations is an individual product that is in demand in the market. Nonprofit firms are interested in producing a product for the public good.
• Employees. Non-profit companies require a staff of people acting on a voluntary basis.
• Financial sources. Financial receipts in non-profit structures are divided into external ( government funds) and internal (membership fees, income from deposits, etc.).
• Control. The activities of commercial firms are regulated by the behavior and demand of customers. Non-profits do not operate on the basis of market relations, they are focused on social useful product. They are between market and non-market relations.
• Rights. Commercial organizations do not have strict restrictions on their rights; they can carry out any activity permitted by law aimed at making a profit. Whereas non-profit structures operate in strict accordance with the statutory goals within their framework.
• Registration authority. Commercial firms are registered with the tax authorities, while non-profit firms are registered with the Ministry of Justice.

The main criterion by which the classification of legal entities in Russian legislation is established in Art. 50 of the Civil Code, which considers commercial and non-profit organizations.

Both groups are full participants in civil circulation. However, there are significant differences between them, causing special legal status each.

Concept and main features of commercial organizations

The law does not contain the concept of a commercial organization, which is close to the scientific one, but its main features are formulated in Art. 48, 49 of the Civil Code, as well as in parts 1 and 2 of Art. 50 GK.

Signs of commercial organizations:

• The main goals of the activities of such legal entities are to make a profit. This means that the organization's charter must contain a corresponding provision. Officials may pay attention to its presence or absence during registration. Its absence serves as grounds for refusal.
• Commercial organizations, as a rule, have general legal capacity. This means that such legal entities have legal grounds to engage in any type of non-prohibited activity. The exception is municipal and state unitary enterprises. They can carry out actions within the framework of the purposes for which they are created. Legislation regulating the position of market participants in various fields economy, can also set restrictions. Examples can be found in the financial sector. Organizations performing the functions of banks or insurance companies cannot engage in other activities.
• Mandatory state registration. Only after this does the legal entity become a participant in civil transactions.

The concept of a commercial organization

Characteristics of commercial organizations based on their main characteristics make it possible to formulate the concept of a given legal entity.

A commercial organization should be understood as a legal entity whose main goal is to make a profit, capable, as a rule, of carrying out any activity not prohibited by legal norms.

Concept and main features of non-profit organizations

The above articles of the Civil Code contain characteristics of commercial and non-profit organizations. This classification makes it possible to distinguish the latter according to a number of characteristics.

• The main distinguishing feature is the purpose of establishing non-profit organizations. Such a structure performs functions other than those of a commercial legal entity and they are not related to making a profit. The goals can be humanitarian, social, political and other aspirations.
• Non-profit organizations have limited legal capacity. It is determined by the purposes of creation. At the same time, entrepreneurial functions that meet this requirement are also possible.
• Another sign is the inability to distribute profits among the founders. If there is one, it serves as an additional financial basis to achieve the purposes for which such an organization was created.
• Special organizational and legal forms. As in the case of commercial legal entities, there is a closed list that defines the types of these organizations.
• To start activities, state registration is required. In some cases it is much more complex and involves large quantity necessary actions. An example is the registration of political parties carried out by the Ministry of Justice.

Non-profit organization concept

The provisions of the law characterizing these legal entities allow us to derive the most complete concept.

Non-profit organizations should be understood as duly registered legal entities of certain organizational and legal forms, the goals of which are to achieve results in the social, humanitarian, political and other spheres not related to profit-making, capable of performing functions within the specified framework and not distributing the received financial resources between the founders.

How to distinguish a commercial organization from a non-profit?

This classification of legal entities can be carried out according to their main characteristics.

The characteristics of for-profit and non-profit organizations provide a clear picture of how one differs from the other.

Differences can be found in the text of the constituent document. Comparing their initial sections will help establish the goals for creating organizations. The difference will be the presence or absence of profit as the main one.

However, not every citizen has access to documents from organizations. In this case, types of organizational and legal forms will help. It is by their name that an organization can be classified as commercial or non-profit.

Forms of commercial organizations

The list of types of commercial organizations is given in Part 2 of Art. 50 GK. These include:

• Economic societies. This is the most common form. Among them there are joint stock companies, including public and non-public (PJSC and CJSC, respectively) and limited liability companies.
• Production cooperatives. Their peak occurred during the perestroika years. However, today this is a rare type of commercial organization.
• Economic partnerships are even less common than production cooperatives.
• Business partnerships.
• Municipal and state unitary enterprises.
• Peasant (farm) farms.

Forms of non-profit organizations

The legislation provides a large number of forms of such legal entities (Part 3 of Article 50 of the Civil Code). Therefore, it is easier to act by elimination.

TO non-profit organizations All legal entities that are not commercial should be included. In practice, such forms as political parties, foundations, public organizations, consumer cooperatives, homeowners' associations, bar associations and education.

An organization (enterprise, firm, concern) is an independent economic entity that produces products, performs work and provides services in order to meet public needs and make a profit. As a legal entity, it meets certain criteria established by the legislation of the Russian Federation: it is responsible for accepted obligations, can receive bank loans, enter into supply contracts necessary materials and sales of products.

The goal of a commercial organization is to make a profit.

To achieve this goal, organizations must:

Produce competitive products, systematically update them in accordance with demand and available production capabilities;

Rationally use production resources, reduce costs and improve product quality;

Develop strategy and tactics of the organization’s behavior and adjust them in accordance with changing market conditions;

Provide conditions for growth of qualifications and wages personnel, create a favorable socio-psychological climate in the workforce;

Carry out a flexible pricing policy in the market and perform other functions.

The objectives of the organization are determined by the interests of the owner, the amount of capital, the situation within the organization, and the external environment.

In the Civil Code of the Russian Federation, the classification of organizations as legal entities is based on three main criteria:

The rights of founders in relation to legal entities or property;

Goals economic activity legal entities;

Organizational and legal form of legal entities.

Depending on what rights the founders (participants) retain in relation to legal entities or their property, legal entities can be divided into three groups:

1) legal entities in respect of which their participants have mandatory rights. These include: business partnerships and societies, production and consumer cooperatives;

2) legal entities to whose property their founders have ownership or other proprietary rights. These include state and municipal unitary enterprises, including subsidiaries, as well as owner-financed institutions;

3) legal entities in respect of which their founders (participants) do not have property rights: public and religious organizations (associations), charitable and other foundations, associations of legal entities (associations and unions).

The above classification of legal entities is of great practical importance, especially in terms of identifying the first group of legal entities in respect of which their participants and founders have only rights of obligation.

According to the organizational and legal form, legal entities that are commercial organizations, in accordance with the Civil Code of the Russian Federation, are classified as follows (Fig. 4.1):

Business partnerships;

General partnership, limited partnership (limited partnership);

Business companies - limited liability companies, additional liability companies, joint-stock companies (open and closed types);

Unitary enterprises - based on the right of economic management, based on the right of operational management;

Production cooperatives (artels).

Rice. 4.1. Organizational and legal forms of a commercial organization

Business partnerships are associations of persons; they can be created in the form of general partnerships and limited partnerships.

A general partnership is an association of two or more persons to carry out business activities for the purpose of making a profit, the participants of which personally participate in the affairs of the partnership and each is liable for the obligations of the partnership not only with the invested capital, but also with all their property. Losses and profits are distributed in proportion to the share of each participant in the common property of the partnership. The founding agreement of a general partnership contains the following provisions: names of participants, corporate name, location, subject of activity, contribution of each participant, nature of profit distribution, terms of operation.

According to the law, it is prohibited for one of the participants to sell his share to a new person without the consent of the other members of the general partnership.

The form of general partnership is not widely used and is applicable only for small and medium-sized organizations.

A limited partnership is an association of two or more persons to carry out business activities, in which the participants (general partners) are responsible for the affairs of the partnership both with their contribution and with all their property, and others (limited partners, or contributing members) respond only with their contribution.

Limited partners, unlike general partners, do not take part in entrepreneurial activities and cannot influence the decisions of their general partners. A limited partnership operates on the basis of a constituent agreement.

Business companies are associations of capital, which presupposes the addition of capital, but not the activities of investors: the management and operational management of organizations is carried out by specially created bodies. The organization itself bears responsibility for its obligations; participants are freed from the risks arising from economic activities.

There are the following types of business companies: joint stock companies, limited and additional liability companies.

A joint stock company (JSC) is formed through the issue and placement of shares; participants (shareholders) bear liability limited to the amount that was paid for the acquisition of shares. A JSC is required to publish reports on its activities at the end of each financial year. This form of organization is currently the most common.

A joint-stock company is formed on the basis of a charter, which is developed and approved by the founders of the company. The charter determines the maximum amount for which shares can be issued (called the authorized capital) and their nominal value.

The authorized capital of a joint-stock company is formed in two ways:

Through public subscription to shares (open joint stock company - OJSC);

Through the distribution of shares among the founders (closed joint stock company - CJSC).

A share is a security that certifies participation in a joint stock company and allows you to receive a share of the company’s profits. Shares may be various types: registered and bearer; simple and privileged, etc.

JSC management bodies can have a two- or three-tier structure. The first consists of the board and the general meeting of shareholders, the second also includes the supervisory board. The General Meeting of Shareholders makes it possible to exercise the management rights of the members of the JSC. The meeting is authorized to resolve such issues as determining the general line of development of the company, changing the charter, creating branches and subsidiaries, approving the results of activities, electing the board, etc.

The management board (board of directors) carries out the current management of the company’s activities and resolves all issues that are not within the competence of the general meeting. The most important management issues are within the competence of the board: conclusion of transactions, accounting, management of the organization, financing and lending, etc.

The Supervisory Board is a body that monitors the activities of the board. A member of the supervisory board cannot simultaneously be a member of the board. The charter of the OA may provide for certain types of transactions for which the consent of the supervisory board must be obtained.

A limited liability company (LLC) is a form of organization whose participants make a certain share contribution to the authorized capital and bear limited liability within the limits of their contributions. The shares are distributed between the founders without a public subscription and must be registered. The size of shares is determined by the constituent documents. A member of an LLC is issued a written certificate, which is not a security and cannot be sold to another person without the permission of the company.

LLC has the following characteristics that distinguish it from other forms and types of business entities:

1) organizations in the form of LLC are mostly small and medium-sized, more mobile and flexible in comparison with JSC;

2) share certificates are not securities, accordingly, are not traded on the market;

3) the structure of an LLC is the simplest; business management and transactions are carried out by one or more managers;

4) the number of participants may be limited by law;

5) An LLC is not required to publish its charter, balance sheet data, etc.

6) The LLC operates on the basis of the constituent agreement and charter.

An additional liability company (ALS) is a type of business company. The peculiarity of an ALC is that if there is insufficient company property to meet the needs of creditors, the participants of an ALC can be held jointly and severally liable for the debts of the company with their personal property. However, the amount of this liability is limited: it does not apply to all property, as in a general partnership, but only to part of it - the same multiple of the amount of contributions made (three-, five-fold, etc.).

A production cooperative (artel) is an association of citizens for joint production or economic activities. Legal entities can participate in a production cooperative. The number of members should not be less than five. Members of a production cooperative bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by the law on the production cooperative and the charter.

The property owned by the cooperative is divided into shares of its members in accordance with the charter. The cooperative does not have the right to issue shares. The profit of the cooperative is distributed among its members in accordance with labor participation. Supreme body management - a general meeting of members of the cooperative.

A unitary enterprise is a commercial organization that is not vested with the right of ownership of the property assigned to it. The property of a unitary enterprise is indivisible and cannot be distributed among deposits.

The charter of a unitary enterprise contains information about the subject and purpose of its activities, the size of the authorized capital, the procedure and sources of its formation. Only state and municipal enterprises can be created in the form of unitary enterprises.

The property belongs to unitary enterprise on the rights of economic management or operational management.

An organization based on the right of operational management (federal government enterprise) is created by decision of the Government of the Russian Federation on the basis of property owned by the federal government.

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