Decoding opf. Organizational and legal forms of enterprises in the Russian Federation

The concept of an enterprise, its characteristics

An enterprise is an independently operating entity created (established) in accordance with current legislation to produce products, perform work or provide services in order to meet public needs and make a profit.

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

• the enterprise must have separate property in its ownership, economic management or operational management;
• the enterprise is liable with its property for the obligations that arise in its relations with creditors, including to the budget;
• the enterprise acts in economic transactions on its own behalf and has the right to enter into all types of civil contracts with legal entities and individuals;
• the enterprise has the right to be a plaintiff and defendant in court;
• the enterprise must have an independent balance sheet and promptly submit reports established by government agencies;
• the enterprise must have its own name containing an indication of its organizational and legal form.

Enterprises can be classified according to many criteria:

• according to the purpose of the finished product, enterprises are divided into those producing means of production and those producing consumer goods;
• on the basis of technological commonality, an enterprise with continuous and discrete production processes is distinguished;
• Based on size, enterprises are divided into large, medium and small;
• Based on specialization and scale of production of similar products, enterprises are divided into specialized, diversified and combined.
• By type of production process, enterprises are divided into enterprises with a single type of production, serial, mass, and pilot.
• Based on the characteristics of activity, industrial enterprises, trade enterprises, transport enterprises and others are distinguished.
• According to the form of ownership, a distinction is made between private enterprises, collective enterprises, state enterprises, municipal enterprises and joint enterprises (enterprises with foreign investment).

Organizational forms of enterprises

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

Business partnerships and societies:

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

Full partnership. Its participants, in accordance with the agreement concluded between them, are engaged in entrepreneurial activity and are liable for its obligations with the property belonging to them, i.e. Unlimited liability applies to the participants of the general partnership. A participant in a general partnership who is not its founder is liable on an equal basis with other participants for obligations that arose before his entry into the partnership. A participant who has left the partnership is liable for the obligations of the partnership that arose before the moment of his withdrawal, equally with the remaining participants, for two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

Partnership of faith. It is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for the circumstances of the partnership with their property, there are participant-investors (commandists) who bear the risk of losses within the limits of their contributions and do not take part in the implementation of the partnership’s entrepreneurial activity. activities.

Limited Liability Company. This is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. Participants in a limited liability company bear the risk of losses associated with the activities of the company to the extent of the value of their contributions.

Company with additional liability. A special feature of such a company is that its participants bear subsidiary liability for the company’s obligations in the same multiple of the value of their contributions. All other provisions of the Civil Code of the Russian Federation on limited liability companies can be applied to a company with additional liability.

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

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

• they use an effective way to mobilize financial resources;
• dispersion of risk, because each shareholder risks losing only the money he spent on purchasing shares;
• participation of shareholders in the management of the company;
• shareholders' right to receive income (dividend);
• additional opportunities for staff incentives.

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

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

Unitary enterprises are divided into two categories:

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

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

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

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

The procedure for creating and liquidating enterprises

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

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

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

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

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

State registration is carried out within three days from the date of submission of the necessary documents, or within thirty calendar days from the postal date indicated in the receipt for payment of the constituent documents. State registration of an enterprise may be refused if the submitted documents do not comply with the law. The decision to refuse state registration can be appealed in court.

Termination of an enterprise's activities can be carried out in the following cases:

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

An important point when creating and liquidating enterprises is also to inform the Federal Tax Service at the place of registration of the enterprise, as well as providing the tax service with information about the opening or closing of a current account. Interaction with the Federal Tax Service is generally mandatory at any stage of business and you should not forget about it, because There are fines for failure to provide certain information and reports.

The main criterion for the classification of legal entities is the main purpose of their activities, according to which they are divided into commercial and non-profit organizations.

Commercial organizations. Business partnerships and companies are commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Partnerships are primarily associations of individuals, and societies are associations of capital. Partnerships include a general partnership and a limited partnership; companies include a limited liability company, an additional liability company and a joint stock company.

Full partnership a partnership is recognized, 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 (Article 69 of the Civil Code).

General partners can be an individual entrepreneur or a commercial organization, and they cannot become participants in another general partnership or limited partnership. Conducting the affairs of a general partnership is carried out by all its participants, that is, each general partner can enter into transactions on behalf of the general partnership, unless the constituent agreement provides for a different procedure for conducting business - by one or more participants or by common agreement.

The constituent document is the memorandum of association. The business name of a general partnership must contain either the names (titles) of all its participants and the words “general partnership”, or the name (title) of one or more participants with the addition of the words “and company” and the words “general partnership”.

Limited partnership (limited partnership)- this is a partnership in which, along with participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners), there are one or more participants - investors (limited partners) who bear the risk of losses associated with the activities of the partnership, in within the limits of the amounts of contributions made by them and do not take part in the partnership’s business activities (Article 82 of the Civil Code). Otherwise, the legal status of a limited partnership is identical to the legal status of a general partnership.

Limited Liability Company (LLC)- is a company established by one or several persons, the authorized capital of which is divided into shares determined by the constituent documents of the size. 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 value of the contributions they made (Article 87 of the Civil Code, Article 2 of the Federal Law “On Limited Liability Companies”).

The highest governing body is the general meeting of participants, which elects the executive bodies of the company (collegial or individual). The number of participants in a limited liability company should not exceed fifty. The constituent documents of a limited liability company are the constituent agreement and the charter. The corporate name of a limited liability company must contain the name of the company and the words “limited liability”.

Additional liability company(ALC) is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents; Participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company (Article 95 of the Civil Code). With the exception of the provision on subsidiary liability of its participants, the legal status of limited and additional liability companies is identical.

Joint-Stock Company(JSC) 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 value of the shares they own (Article 96 of the Civil Code, Article 2 of the Federal Law “On Joint Stock Companies”).

The constituent document of a joint stock company is the charter. The highest management body is the general meeting of shareholders, which elects the board of directors (supervisory board), which is the supervisory body, and executive bodies (collegial or individual). The corporate name of a joint-stock company must contain its name and an indication that the company is a joint-stock company, as well as an indication of its type. Joint-stock companies are divided into two types: open joint-stock companies (OJSC) and closed joint-stock companies (CJSC).

public corporation has the right to make an open subscription for shares issued by it, its shareholders have the right to alienate shares owned by them without the consent of other shareholders. The maximum number of shareholders of an open joint stock company is not limited. Every year it is obliged to publish for public information an annual report, balance sheet, profit and loss account, as well as other information. The size of the authorized capital of an open joint-stock company must be at least a thousand times the minimum wage.

Closed joint stock company distributes shares exclusively among the founders or among a predetermined circle of persons. Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company.

The maximum number of shareholders of a closed joint stock company should not exceed fifty. A closed joint stock company may be required to publish data on its activities in cases established by the federal executive body regulating the securities market. The size of the authorized capital of a closed joint stock company must be at least one hundred times the minimum wage.

Production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor and other participation and the association of property share contributions by its members (participants) (Article 107 of the Civil Code, Article 1 of the Federal Law “On Production Cooperatives” "). A production cooperative is a special organizational and legal form of commercial organizations.

Participants in a production cooperative can also be legal entities that pool their share contributions, if this is provided for by its charter. The number of members of a production cooperative must be at least five, and the number of cooperative members who do not take personal labor participation in its activities cannot exceed twenty-five percent of the number of cooperative members who take personal labor participation in its activities.

The highest governing body of a production cooperative is the general meeting of its members, which elects the supervisory board (if the number of members of the cooperative exceeds fifty) and executive bodies (collegial or individual). The corporate name of a cooperative must contain its name and the words “production cooperative” or “artel”.

State and municipal unitary enterprises. A unitary enterprise is a commercial organization that is not vested with the right of ownership to the property assigned to it by the owner. The owner of the property is the state or municipality, and this property is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. Unitary enterprises have property assigned to them with the right of economic management or operational management.

Non-profit organizations

Consumer cooperatives- organizations whose members have pooled their property shares to satisfy their material and other needs. Consumer cooperatives include housing-construction, garage, dacha and other cooperatives.

Public and religious organizations- voluntary associations of citizens united on the basis of their common interests to satisfy spiritual or other non-material needs. Religious organizations are distinguished by the fact that they are created for the joint confession and dissemination of faith and have the following characteristics: the presence of a religion; performance of divine services, other religious rites and ceremonies; teaching religion and religious education of its followers.

Fund- a non-profit organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other publicly beneficial goals. Liquidation of the fund is possible only through judicial procedure.

Establishment- 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 institution has property under the right of operational management.

Associations (unions)- associations of commercial or non-profit organizations to coordinate their activities, represent and protect their interests.

Public entities (state and municipalities)

In civil law, public entities are understood as political structures of society that have public power and participate in civil legal relations, such as: the Russian Federation, constituent entities of the Russian Federation and municipal entities. Public entities act in civil legal relations on an equal basis with other participants in these relations - citizens and legal entities and do not have the right to use their power, since when participating in civil legal relations they are equal in their legal status to private individuals.

Civil legislation extends the rules governing the participation of legal entities in civil legal relations to public entities, unless otherwise follows from the law or the characteristics of these entities. Legal capacity and legal capacity are considered inherent in public entities by virtue of their status. On behalf of the Russian Federation and the constituent entities of the Russian Federation in civil legal relations, public authorities act within the framework of their competence established by acts defining the status of these bodies. Local self-government bodies act on behalf of municipalities in civil legal relations within the framework of their competence established by acts defining the status of these bodies.

Public entities are liable for their obligations with property owned by them, except for property assigned to legal entities created by them on the right of economic management or operational management (the so-called distributed property), as well as property that can only be in state or municipal ownership.

Public entities are not liable for each other’s obligations, as well as for the obligations of the legal entities created by them. The exception is cases when the obligation of property liability is expressly stated in the law, as well as cases where a public entity accepts a guarantee (guarantee) for the obligations of another public entity or legal entity.

Organizational and legal form is a form of organization of entrepreneurial activity, enshrined in a legal manner. It determines responsibility for obligations, the right to transactions on behalf of the enterprise, the management structure and other features of the economic activities of enterprises. The system of organizational and legal forms used in Russia is reflected in the Civil Code of the Russian Federation, as well as in the regulations arising from it. It includes two forms of entrepreneurship without the formation of a legal entity, seven types of commercial organizations and seven types of non-profit organizations.

Let us consider in more detail the organizational and legal forms of legal entities that are commercial organizations. Entity - an organization that has separate property in ownership, economic management and operational management, is liable for its obligations with this property and can, in its own name, acquire and exercise property rights and bear obligations.

Commercial are organizations that pursue profit as the main goal of their activities.

Economic partnership is an association of persons directly involved in the activities of the partnership, with the share capital divided into shares of the founders. The founders of a partnership can be participants in only one partnership.

Full A partnership is recognized, the participants of which (general partners) are engaged in entrepreneurial activities on behalf of the partnership. If there is insufficient property of the partnership to pay off its debts, creditors have the right to demand satisfaction of claims from the personal property of any of its participants. Therefore, the activities of the partnership are based on personal trust relationships of all participants, the loss of which entails the termination of the activities of the partnership. The profits and losses of the partnership are distributed among its participants in proportion to their shares in the share capital.

Partnership of Faith (limited partnership) is a type of general partnership, an intermediate form between a general partnership and a limited liability company. It consists of two categories of participants:

• general partners carry out entrepreneurial activities on behalf of the partnership and bear full and joint liability for obligations with all their property;
• investors make contributions to the property of the partnership and bear the risk of losses associated with the activities of the partnership to the extent of the amounts of contributions to the property.

Economical society Unlike a partnership, it is an association of capital. The founders are not required to directly participate in the affairs of the company; members of the company can simultaneously participate with property contributions in several companies.

Limited Liability Company (LLC) - an organization created by agreement between legal entities and citizens by combining their contributions for the purpose of carrying out economic activities. Mandatory personal participation of members in the affairs of the LLC is not required. Participants in an LLC are not liable for its obligations and bear the risk of losses associated with the activities of the LLC to the extent of the value of their contributions. The number of LLC participants should not be more than 50.

Additional liability company (ALC) is a type of LLC, therefore all general LLC rules apply to it. The peculiarity of an ALC is that if the property of a given company is insufficient to satisfy the claims of its creditors, the participants of the company can be held property liable, and jointly and severally with each other.

Joint Stock Company (JSC) – a commercial organization whose authorized capital is divided into a certain number of shares; The participants of the joint-stock 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 the shares they own. Open Joint Stock Company (OJSC) - a company whose participants can alienate their shares without the consent of other members of the company. Such a company has the right to conduct an open subscription for shares issued by it in cases established by the Charter. Closed Joint Stock Company (CJSC) – a company whose shares are distributed only among its founders or other specified circle of persons. A closed joint stock company does not have the right to conduct an open subscription for its shares or otherwise offer them to an unlimited number of persons.

Production cooperative (artel) (PC) – a voluntary association of citizens for joint activities, based on their personal labor or other participation and the association of its members with property shares. The profit of the cooperative is distributed among its members in accordance with their labor participation, unless a different procedure is provided for by the charter of the PC.

Unitary enterprise - a commercial organization that is not vested with the right of ownership of the property assigned to it. Property is indivisible and cannot be distributed among deposits (shares, shares), including between employees of the enterprise. It is respectively in state or municipal ownership and is assigned to a unitary enterprise only on a limited property right (economic management or operational management).

Unitary enterprise on the right of economic management - an enterprise that is created by decision of a state body or local government. Property transferred to a unitary enterprise is credited to its balance sheet, and the owner does not have ownership and use rights in relation to this property.

Unitary enterprise with the right of operational management is a federal government enterprise that is created by decision of the Government of the Russian Federation on the basis of property that is federally owned. State-owned enterprises do not have the right to dispose of movable and immovable property without special permission from the owner. The Russian Federation is responsible for the obligations of a state-owned enterprise.

The most important feature of the classification of an economic entity in a market economy is the division of an economic entity based on the organizational and legal forms of enterprises, which are regulated by the state through the Civil Code of the Russian Federation (Civil Code of the Russian Federation).

The Civil Code introduces the concepts of “commercial organization” and “non-profit organization”.

A commercial organization pursues profit as the main goal of its activities. A non-profit organization does not pursue making a profit as the main goal of its activities, and if it receives a profit, it is not distributed among the participants of the organization (Fig. 2.2).

Rice. 2.2. Structure of organizational and legal forms of organizations

In table 2.1. definitions of organizational and legal forms are formulated.

Table 2.1.

Structure of organizational and legal forms

Business partnerships

In accordance with current legislation, two types of business partnerships can be formed in the Russian Federation: general partnership And partnership of faith(limited partnership).

A general partnership is recognized as a partnership whose participants (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 (Article 69 of the Civil Code of the Russian Federation).

It follows from this that such a partnership is a contractual association, since it is created and carries out its activities on the basis of a constituent agreement, which is signed by all participants of the partnership. Therefore, when registering a general partnership, presentation of the Charter to the registration chamber is not required, since this document is not provided for by current legislation for commercial organizations of this type.

The law imposes certain requirements on the content of the memorandum of association. The requirements of the law are mandatory and the participants of the general partnership must strictly follow the relevant legal provisions when drawing up the constituent agreement.

The constituent agreement of a general partnership specifies both information common to all legal entities and those that reflect the specifics of the general partnership. The first group of information includes: the procedure for joint activities to create a partnership; conditions for transferring your property to him and participation in his activities; location; address and others. To the second group: the size and composition of the share capital; the size of the shares of each participant in the share capital; provisions on the liability of participants for violation of obligations to make contributions and others.

The peculiarity of a general partnership is that its formation requires the presence of share capital. It is necessary, firstly, so that a general partnership can be registered, since the presence of such a condition is directly provided for by the current regulations on the procedure for registering legal entities. The share capital plays the role of authorized capital and is at least 100 times the minimum monthly wage. Secondly, the share capital of a general partnership forms its property base, without which the entrepreneurial activity of the partnership is impossible or will be difficult. Thirdly, the share capital acts as a guarantee for creditors, that is, those persons who enter into various property relations with the general partnership, concluding agreements with it. Therefore, in case of failure to fulfill its obligations, collection of debts will be directed primarily to property in the form of share capital, which is assigned to the general partnership as a legal entity. Fourthly, the presence of share capital is necessary so that participants have clear guidelines for the distribution of profits and losses, since they are divided in proportion to the share of each participant in the share capital.

Both individuals and legal entities can form a general partnership. However, a citizen can be a participant in a general partnership only if certain conditions established by law are met. The point is that a citizen, before he exercises his right to become a participant in a general partnership, must obtain the status of an individual entrepreneur by registering in the appropriate manner. As for legal entities, only commercial organizations can be general partners, while non-profit organizations do not have such a right.

In addition to the already indicated distinctive features of a general partnership, it should be emphasized that the members of such an association are obliged to participate in its activities with their personal labor. Therefore, at its core, a general partnership is, first of all, an association of persons, and then of property.

Internal relations in a partnership

Internal relations in a general partnership are determined by the constituent agreement. They are based on mutual trust due to the peculiarity of the legal status of a general partnership. The management of the partnership's activities is carried out by common consent of all its participants.

The constituent agreement may define individual cases when decisions on specific issues can be made by majority vote. Each of the participants in the general partnership has one vote, regardless of his share in the share capital. At the same time, the current legislation gives the right to the members of the partnership to change this general rule and reflect in the constituent agreement a different procedure for establishing the number of votes.

A general partnership has the status of a legal entity, therefore it is considered by law as a single subject of entrepreneurial and other legal relations. Legal entities acquire civil rights and assume civil responsibilities through their bodies. As for the general partnership, these functions are performed by its participants, since special management bodies are not formed in the partnership. Each of the participants individually can act on behalf of the general partnership when concluding transactions, unless the constituent documents establish that its participants conduct business jointly, or the conduct of business is entrusted to one or more participants. Depending on the established procedure for conducting affairs, various legal consequences arise.

Firstly, when business is conducted jointly, then each transaction requires the consent of all participants in the partnership.

Secondly, if affairs are entrusted to one or some of the participants, then the rest can make transactions only on the basis of a power of attorney from those persons entrusted with the conduct of affairs.

Power of attorney – written authority issued by one person to another for representation before third parties.

A participant in a general partnership is given the right to withdraw, and he cannot be deprived of it. When leaving the partnership, the remaining participants must be notified six months before the actual withdrawal. In addition, a participant can be expelled from the partnership, but only by a court decision and based on the demands of the other partners. However, there must be serious reasons for this: gross violation of one’s duties and a unanimous decision to expel. Upon leaving the partnership, a person has the right to payment to him of the value of part of the partnership's property in proportion to his share in the share capital. Instead of payment, he may be given property in kind. But this requires an agreement between the one leaving the partnership and the remaining participants.

Termination of partnership

The termination of a partnership can be due to various reasons. It ceases to operate upon expiration of the period if it was created for a specific period. Also, the partnership is terminated if the purpose for which it was created is achieved. The partnership will cease to operate due to the inexpediency of further business activities. This requires the general consent of all participants. A general partnership can be transformed into a limited partnership, or into a business company, or into a production cooperative. From the moment of transformation it ceases to operate.

A general partnership is liquidated if one of the partners withdraws from the membership, or dies, or is declared incompetent (Clause 21, Article 76 of the Civil Code of the Russian Federation). However, even if these circumstances occur, the partnership can continue its work if the constituent agreement expressly stipulates such a possibility. A general partnership is subject to liquidation when the only participant left in it, as well as on general grounds: by a court decision in the case of carrying out activities without the appropriate permit (license), when it is required, as a result of declaring the partnership bankrupt, and others.

General partners are liable for obligations with their property, and limited partners risk only their contributions. The right to conduct business on behalf of the partnership belongs only to the general partners.

Partnership of Faith is a contractual association. The main document that regulates relations in a partnership is the memorandum of association. The law states that the memorandum of association is signed only by general partners, which is why they manage the affairs of the partnership. Investors do not have the right to influence the management of affairs in any way or challenge the correctness of management decisions made in court. The main responsibility of the investor is to make a timely contribution to the share capital. The fact of making a contribution is confirmed by a special document - a certificate of participation. This document confirms not only that the contribution has been made, but also that the person is a participant in the limited partnership as a limited partner.

Investors not only have responsibilities, but also have rights. Since a limited partnership is a commercial organization, they have the right to receive a portion of the profits due to their share in the share capital. They also have the right to monitor economic activities by reviewing the annual reports and balance sheets of the partnership. In addition, they have the right to leave the partnership at the end of the financial year and receive their contribution. It follows that upon leaving they do not have the right to receive a share in the property, unlike general partners.

Termination of a limited partnership has a number of features. Firstly, the partnership is liquidated if there is not a single investor left in its composition. Secondly, when a partnership is liquidated, limited partners have a priority right to receive contributions from the remaining property. The legislation also provides for other features of the liquidation of a limited partnership (Article 86 of the Civil Code of the Russian Federation).

The individualization of the partnership is its corporate name. According to the law, it must contain either the names of all general partners and the words “limited partnership” or “limited partnership”, or the name of one general partner with the addition of the words “and company”, as well as an indication of the type of partnership. If the name of the investor is indicated in the company name of the partnership, he becomes a general partner with all the legal and organizational consequences arising from this provision.

Limited and additional liability companies

A limited liability company (LLC) is a commercial organization whose authorized capital is divided into shares in the amounts determined by the constituent documents.

The participants of an LLC are not liable for its obligations and bear the risk of losses within the value of the contributions they made. A limited liability company (hereinafter referred to as the Company) may be established by one or more persons. The legislation stipulates the maximum number of founders, exceeding which entails the obligation to transform it into a joint-stock company, or liquidation if the issue of transformation is not resolved within a year.

Modern legislation more strictly regulates relations arising regarding the establishment and activities of commercial organizations of this type. As practice has shown, on the one hand, such societies are most widespread in entrepreneurial activity, and on the other, it is in such societies that various financial abuses quite often occur.

This should also include one more limitation in the legislation: an LLC cannot be established by a business company consisting of one person.

The company must have a corporate name consisting of the name and the words “limited liability”. For example: “Limited liability company Stroitel”.

Such a society primarily involves the pooling of capital for the purpose of engaging in entrepreneurial activity, and therefore the personal participation of the founders in its work is not necessary. But, as practice shows, the relationships between company participants are much closer and more trusting than in a joint-stock company.

When registering an LLC, the relevant documents must be submitted: the memorandum of association and the Articles of Association. If the founder is one person, then he must provide only the charter approved by him. In other cases, the constituent documents are approved and signed by the founders. It follows from this that the law classifies LLCs as statutory companies.

Constituent documents must contain the necessary information that characterizes the company as a commercial organization with the status of a legal entity: location, purpose of activity, etc., as well as information reflecting the specifics of the company. In particular, they must indicate: the size of the authorized capital and the size of shares of each of the participants, the procedure for making contributions.

The authorized capital of an LLC must not be less than the amount of 100 minimum wages established by the legislation of the Russian Federation on the date of submission of constituent documents for registration. The law requires that at the time of registration of an LLC, at least 50% of the authorized capital must be paid up. The rest is paid by participants during the first year of work. Failure to pay in the authorized capital on time entails various negative legal consequences both for the LLC as a whole and for its individual participants.

Participants who have not fully contributed to the authorized capital are jointly and severally liable for the obligations of the company. It was not by chance that the legislator established such rules. After all, the authorized capital is not only a necessary material basis for the activities of an LLC, but must also guarantee the interests of its creditors, without misleading them regarding the financial and other material capabilities of a particular company with which they (the creditors) enter into various legal relations that arise from the concluded contracts. In general, the legal regime of the authorized capital of an LLC is determined by the Civil Code of the Russian Federation and special legislation on limited liability companies.

According to current regulations, after its registration, a company is obliged to notify its creditors of each case of a decrease in the authorized capital and register its decrease in the prescribed manner. Creditors have the right to demand early fulfillment of obligations and compensation for losses. In addition, the company is allowed to increase its authorized capital, but under one very important condition: after all participants have made their contributions in full (Article 90 of the Civil Code of the Russian Federation).

Members of the company do not have ownership rights to the property of the LLC. Their rights extend only to the share in the authorized capital. Due to this, a company participant can sell or otherwise assign (donate) his share in the authorized capital to other company participants. This right of a participant cannot be limited by anyone; it is unconditional, since it concerns the internal relationships of participants in the society. The possibility of alienation of a share in the authorized capital by a third party, that is, one who is not one of the participants, is regulated differently. In principle, the legislation does not prohibit the participant(s) from carrying out such transactions. However, this issue is finally regulated only by the company’s charter. Consequently, the charter may contain a rule prohibiting the alienation of a share by a third party, or a rule that allows the sale of a share in the authorized capital to outsiders. Depending on what norm is prescribed in the charter, these are the legal consequences.

A limited liability company is a legal entity. The management of the affairs of the company is carried out through bodies of a legal entity specially formed for this purpose. The basic principles of the organization and activities of LLC management bodies are established by the Civil Code of the Russian Federation. Issues of organizing management should be regulated in more detail by a special law.

In accordance with the Civil Code of the Russian Federation, management bodies must be formed in a company: a general meeting of participants; executive body (director, president and others); audit committee.

The general meeting of the company's participants is the supreme management body, which has its own exclusive competence. This means that on issues falling within the exclusive competence of the general meeting, no governing body can make any decisions. If such decisions are made, they will not have legal force. Moreover, such issues not only cannot be considered by other governing bodies on their own initiative, but cannot even be transferred or delegated by the general meeting to the executive body, for example, a director or directorate.

Legislation includes the following issues within the exclusive competence of the general meeting: changing the charter of the company, as well as the size of the authorized capital; formation of other management bodies of the company; resolving issues of reorganization and liquidation of the company and others.

Issues within the competence of the general meeting are determined by legislative acts. When drawing up the charter, the company's participants must follow the requirements of the law.

The management bodies of a company can be either collegial or individual. The General Meeting is a collegial body. The quantitative composition of the executive bodies is determined by the company's charter. From Art. 91 of the Civil Code of the Russian Federation it follows that the sole management body can be elected both from the members of the company and from third parties. The legal status of the sole executive body is determined along with civil legislation and also by labor legislation: an employment agreement (contract) must be concluded with the director (president, etc.). The employment agreement defines the rights and obligations of the director, the duration of the contract, measures of incentives and liability for misconduct committed in the performance of labor duties, and additional grounds for his dismissal. The procedure for concluding an employment contract and its termination is regulated by Art. 15 – 40, 254 of the Labor Code of the Russian Federation (LC RF). In addition, civil law determines the conditions of activity and responsibility of the person acting on behalf of the organization, and such a person in many cases is the manager. He must act in the interests of the company he represents in good faith and reasonably, and is obliged, at the request of the founders, to compensate losses to the company, unless otherwise provided by law or contract.

Termination of activities of a limited liability company

Termination of the company's activities is possible due to its reorganization or liquidation.

Reorganization of a limited liability company can be carried out either by decision of its founders or by force. The legislation defines the following forms of reorganization of a company: merger, accession, division, spin-off, transformation. During the transformation, succession arises, that is, the transfer of part of the rights to the newly formed legal entities in accordance with the separation balance sheet and the transfer act. Reorganization in the form of transformation means a change in the legal form. Thus, an LLC can be transformed into a joint-stock company or a production cooperative (Article 92 of the Civil Code of the Russian Federation).

A limited liability company is considered reorganized, with the exception of cases of reorganization in the form of merger, from the moment of state registration of newly emerged legal entities.

When a company is reorganized in the form of annexation of another legal entity, the company is considered reorganized from the moment an entry on the termination of the activities of the affiliating legal entity is made in the unified state register of legal entities.

The liquidation of the LLC is carried out in accordance with Art. 61-65 Civil Code of the Russian Federation. These rules are common to all legal entities.

To carry out the liquidation of a legal entity, a liquidation commission is created, which carries out all the necessary activities. The liquidation of a legal entity is considered completed, and the legal entity is considered to have ceased to exist, after making an entry about this in the unified state register of legal entities (Article 63 of the Civil Code of the Russian Federation). Issues related to insolvency (bankruptcy) are regulated in detail by the special Law of the Russian Federation “On the insolvency (bankruptcy) of enterprises.”

Additional liability company (ALC) – a commercial organization, the participants of which, unlike an LLC, are jointly and severally liable for its obligations in the amount of a multiple of the value of their contributions to the authorized capital.

A company with additional liability has a number of common characteristics and features in comparison with an LLC. What these societies have in common is:

A company with additional liability may be founded by one or more persons;

The authorized capital of an ALC is also divided into shares, the size of which is determined by the constituent documents.

Otherwise, the law applicable to LLCs applies to a company with additional liability, with a number of exceptions that are determined by the specific features of this organization. Firstly, unlike an LLC, participants in a company with additional liability jointly and severally bear subsidiary liability with their property in the same multiple of the value of the contributions determined by the constituent documents of the company. Secondly, in the event that one of the participants becomes insolvent (bankrupt), his responsibility for the obligations of the company is distributed among the remaining participants in proportion to their contributions. The constituent documents may also provide for a different procedure for distributing responsibility.

Joint stock companies

The concept of a joint stock company is disclosed in paragraph 1 of Art. 96 of the Civil Code of the Russian Federation and clause 1 of Art. 2 of the Federal Law of the Russian Federation “On Joint Stock Companies”.

Joint-Stock Company - a commercial organization with an authorized capital distributed into a certain number of equal shares, the rights to which are recorded in securities - shares.

Promotion– a security certifying the obligatory rights of a shareholder to a share in the authorized capital of a joint-stock company .

As a rule, the authorized capital of a joint-stock company is divided into a large number of shares and the right to each such share is recorded in a security - shares.

The term “shareholder” means a citizen or legal entity who is the owner of shares and registered in the register of shareholders of the company. One share reflects the right to one share in the authorized capital. Purchasing a share from a joint-stock company (purchase) means the buyer contributes the cost of the share to the authorized capital of the joint-stock company. The value of a share, equal to the amount of money contributed to the authorized capital, is called par value of the share, it is indicated on the paper itself.

After purchasing a share, the acquirer contacts the joint-stock company with a request to make changes in the register (list) of shareholders of this company so that the new owner of the share is indicated in the register instead of the previous one and, as soon as such changes are made, the acquirer becomes a full shareholder.

A share, like a security, can be sold by the shareholder himself. In this case, the price of the stock being sold may be different from its nominal price. If a joint stock company is doing well, the price of its shares rises, and they are then sold at a price much higher than their nominal value. Well, if things are going badly, the joint-stock company is on the verge of insolvency (bankruptcy), then the shares can be sold at a price below their nominal value. In such cases, shareholders are trying to get rid of the securities and save at least some amount of their money. The difference between the par value of shares and the price at which they are sold by the shareholders themselves is called exchange rate difference.

As a general rule, anyone can purchase as many shares as is possible based on their purchasing power. At the same time, the charter of a joint stock company may establish restrictions on the number of shares owned by one shareholder. Thus, the law does not establish restrictions, but the shareholders themselves have the right to establish such a rule for their company. It allows, for example, to preserve elements of democracy in the decision-making process. If there are no such limits and one shareholder or several shareholders has a large number of shares - a controlling stake, then all management threads pass to him or them.

This is due to the fact that when voting, it is not the number of shareholders themselves that is taken into account, but the number of shares, and the principle applies - one share - one vote. Therefore, it is likely that the decision will be made in favor of a narrow circle of shareholders who own a majority of shares, while shareholders who own a small number of shares, despite their numerical superiority, will not be able to influence the decision.

A joint stock company is a legal entity and owns separate property, which is accounted for on its own balance sheet; it can, in its own name, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court.

The company is independently responsible for its obligations. Shareholders bear the risk of losses associated with the company's activities within the limits of the (nominal) value of the shares they own.

Dividends – part of the company's net profit paid to the shareholder according to the number of shares owned by him.

A joint stock company has the right to engage in any type of activity not prohibited by federal law. The company may engage in certain types of activities, the list of which is also established by federal law, only on the basis of a special permit (license).

The constituent document of a joint stock company is the charter, the requirements of which are binding on all shareholders. When developing the charter, shareholders include in it only such rules that do not contradict current legislation. The charter of a joint stock company must contain, in particular, the following information: name of the company, location, size of the authorized capital and the procedure for its formation, rights and obligations of shareholders, and others.

Types of joint stock companies

The legislation defines two types of joint-stock companies: open joint-stock company (OJSC) and closed joint-stock company (CJSC).

In an open joint stock company, shareholders have the right to alienate their shares without the consent of other shareholders. Such a company has the right to conduct an open subscription for the shares it issues and their free sale. Thus, in an open joint-stock company, a smooth change of shareholders is possible.

In a closed joint stock company, shares are distributed in advance only among its founders or other predetermined circle of persons. Such a company does not have the right to conduct an open subscription for the shares it issues, or otherwise offer them for purchase to an indefinite number of persons. Shareholders of a closed joint stock company have the right to sell their shares, but all other shareholders have a preemptive right to purchase them, at the price of offering them to another person. The procedure and period for exercising the preemptive right are determined by the charter. At the same time, the period for exercising the preemptive right cannot be less than 30 or more than 60 days from the moment the shares are offered for sale. If none of the shareholders agrees to purchase them at the appropriate price, the shares may be sold to other persons.

The number of shareholders of closed joint stock companies should not exceed fifty. This number includes both individuals and legal entities. If this number is exceeded, a closed joint stock company must be converted into an open joint stock company within a year. If the number of shareholders is not reduced to fifty, the company is subject to judicial liquidation.

Procedure for creating a joint stock company

A joint stock company can be created by re-establishing and by reorganizing an existing legal entity. For example, as a result of the transformation of a production cooperative or limited liability company into a joint stock company.

The creation of a joint stock company by incorporation is usually carried out in two stages. The content of the first is that the founders enter into an agreement among themselves to create a joint-stock company. This agreement determines the procedure for their activities to establish the company, the size of the authorized capital, the types of shares to be placed among the founders, the amount and procedure for their payment, etc. This agreement is not the constituent document of the company, since it plays an auxiliary role. With this agreement, the founders put into contractual form all the preparatory work for creating the company.

After all the preparatory work has been carried out and the company's charter has been developed, the second stage of creating a joint-stock company begins. The founders at the general meeting decide to establish a joint stock company and approve its charter. Moreover, on issues such as the establishment of a company, approval of the charter and some others, decisions are made by the founders unanimously.

However, just deciding to create a society is not enough. A joint stock company is considered created as a legal entity from the moment of its state registration. It is from this moment that society acquires the right to carry out entrepreneurial activities.

The founders of the company can be citizens and (or) legal entities.

State bodies and local government bodies cannot act as founders of a joint stock company, unless otherwise established by federal law. This is explained by the fact that with the participation of these bodies in the activities of the company, conditions will be created for unfair competition, since a company with the participation of state bodies and local governments will naturally have greater business opportunities than a society where there are no such participants.

Production cooperative

Production cooperative(artel) is a voluntary association of citizens on the basis of membership for joint production activities or other economic activities based on personal labor participation and the association of property shares by its members (participants) (Article 107 of the Civil Code of the Russian Federation).

A production cooperative can engage in various economic activities: production of industrial and agricultural products, trade, consumer services. Each participant in a production cooperative is obliged to participate through personal labor in the work of the cooperative, which is one of its important features. Therefore, it is no coincidence that a production cooperative is also officially referred to as an artel.

The main document on the basis of which a production cooperative operates is the charter. It is approved by the general meeting of members of the cooperative, the establishment of which requires at least five people.

The charter of a production cooperative must indicate the following information: location, management procedure, amount of share contributions, procedure for the participation of cooperative members in its work, and much more. The property of a production cooperative is its property and is divided into shares. Management bodies are created in a production cooperative. The supreme body is the general meeting of its members. The current management of the affairs of the cooperative can be carried out by the board and the chairman. A supervisory board may be created in a production cooperative if the number of members of the cooperative is more than fifty. The competence of the management bodies of a production cooperative is determined by law and the charter

Competence – a set of rights and obligations that the governing body of a legal entity has to solve the problems facing it.

According to paragraph 3 of Art. 110 of the Civil Code of the Russian Federation, the exclusive competence of the general meeting includes:

changing the charter of the cooperative;

formation of other governing bodies;

admission and exclusion from members of the cooperative and others.

Exclusive competence is a competence that can only be exercised by the highest management body of a legal entity.

Termination of membership in a production cooperative can occur either at the request of a member of the cooperative or in the event of his expulsion, as well as for other reasons (for example, in the event of death).

State and municipal unitary enterprises

Unitary enterprise– a commercial organization that does not have ownership rights to the property assigned to it. The property of this enterprise is indivisible, which means it is impossible and inadmissible to distribute it among shares, shares, including among employees. State and municipal enterprises can be created in this form, and therefore their property is state and municipal property. An enterprise has the right of economic management or operational management in relation to the property assigned to it.

The concepts of “right of economic management” and “right of operational management” require more detailed consideration.

Right of economic management– the right of an enterprise (state or municipal) to own, use and dispose of property, but within certain limits established by the Civil Code of the Russian Federation.

An enterprise does not have the right to dispose of real estate without the consent of the owner: sell, lease, or pledge it. Real estate means: land plots and everything that is closely connected with the land: buildings, structures. The enterprise has the right to dispose of the remaining property independently, at its own discretion.

Right of operational management – the right to dispose of property, both real and movable, only with the consent of the owner.

Property under the right of operational management is assigned to the created unitary enterprises, which are called “state-owned”. They can be established by decision of the Government of the Russian Federation on the basis of property that is in federal ownership (federal state enterprise). Such an enterprise can be liquidated and reorganized only by decision of the Government of the Russian Federation. The constituent documents of the enterprise must necessarily indicate that it is state-owned.

Non-profit organizations – legal entities whose purpose is to satisfy the social, cultural and other non-material needs of citizens.

The legal status of non-profit organizations is determined by the Civil Code of the Russian Federation and special legislation on various types of non-profit organizations.

In more specific terms, a non-profit organization is an organization that does not have profit-making as the main goal of its activities and does not distribute the profit received among participants (clause 1 of article 50 of the Civil Code of the Russian Federation and clause 1 of article 2 of the Law of the Russian Federation “On Non-Profit Organizations” ").

Legal entities related to non-profit organizations are formed in the form of consumer cooperatives, public or religious organizations, charitable and other foundations.

Consumer cooperative

Consumer cooperative– 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, which is carried out by combining property contributions by its members. Consumer cooperatives are very diverse in the nature of their activities: housing construction, garages, gardening and others. Members of a consumer cooperative, like a production cooperative, can be minors who have reached the age of 16 years.

Currently, the Law of the Russian Federation “On Agricultural Cooperatives” has been adopted and is in force, which contains articles that determine the status and operating procedure of consumer cooperatives in rural areas. Consumer cooperatives, like other non-profit organizations, have the right to engage in entrepreneurial activities, but the income received, unlike other non-profit organizations, is distributed among the members of the cooperative. Consumer cooperative- an association of persons on a membership basis in order to satisfy their own needs for goods and services, the initial property of which consists of share contributions. Shareholders of a consumer cooperative can be citizens over 16 years of age and legal entities. Participants in consumer cooperatives can be both citizens and legal entities, and the presence of at least one citizen is mandatory, otherwise the cooperative will turn into an association of legal entities.

Consumer cooperatives include: housing-construction, dacha-construction, garage-construction, housing, dacha, garage, gardening cooperatives, as well as homeowners' associations and some other cooperatives

Consumer cooperatives have a number of distinctive features:

A consumer cooperative is created and operates to satisfy the material and other needs of its members;

A cooperative may carry out certain types of entrepreneurial activities, the income from which may be distributed among members of the cooperative or used for other needs determined by its general meeting.

The consumer cooperative is created and operates on the basis of the following principles:

Voluntary entry into and exit from the consumer society;

Mandatory payment of entrance and share fees;

Democratic management of the consumer society (one shareholder - one vote, mandatory accountability to the general meeting of the consumer society of other management bodies, control bodies, free participation of the shareholder in the elected bodies of the consumer society);

Mutual assistance and provision of economic benefits to shareholders participating in the economic or other activities of the consumer cooperative;

Limitations on the size of cooperative payments (cooperative payments are part of the income of a consumer cooperative, distributed among shareholders in proportion to their participation in the economic activities of the consumer cooperative or their share contributions, unless otherwise provided by the charter of the consumer cooperative);

Availability of information about the activities of the consumer society for all shareholders;

Increasingly wide involvement of women to participate in management and control bodies;

Concerns about increasing the cultural level of shareholders.

The only constituent document of a consumer cooperative is its charter, which is approved by the highest body - the general meeting of members of the cooperative. The name of the consumer cooperative must contain an indication of the main purpose of the cooperative, as well as the word “cooperative” or the words “consumer society” or “consumer union”.

The property of a consumer cooperative belongs to it by right of ownership, and shareholders retain only obligatory rights to this property. A consumer cooperative is liable for its obligations with its property; it is not liable for the obligations of its shareholders. The cooperative's losses are covered by additional contributions.

Funds

Funds are created by citizens or citizens and legal entities jointly, or only legal entities. As a non-profit organization, the foundation aims to meet non-material needs. For example, consumer protection funds may be created. The Foundation may use the property assigned to it only to achieve the goals specified in the charter. The property belongs to him by right of ownership. This includes not only the property that the foundation acquires as a result of its activities, but also the property transferred to it by the founders. Foundations, like other non-profit organizations, can engage in entrepreneurial activities. In this case, the fund is subject to the general rules defining the procedure for the entrepreneurial activities of non-profit legal entities. To carry out entrepreneurial activities, funds create business companies or take part in them (for example, act as shareholders of open or closed companies, establish limited liability companies, etc.). However, charitable foundations have the right to participate in business companies only as their sole members (Article 12 of the Law on Charitable Activities).

One of the features of the legal status of the foundation is that the foundation is obliged to publish annually reports on the use of its property. Internal control over the work of the fund is carried out by the board of trustees, which acts on a voluntary basis. It is created on the basis of the charter approved by the founders of the fund.

It is also necessary to note the features of the fund liquidation process. It can be liquidated only on the basis of a court decision. To make such a decision, a statement from interested parties is required. This is, firstly, and, secondly, there must be grounds that are directly provided for in the law: if the fund’s property is not enough to achieve its goals and the likelihood of receiving such property is illusory; if the fund deviates in its activities from those goals specified in the charter, and others (Article 119 of the Civil Code of the Russian Federation). Other grounds for liquidation of the fund must be expressly specified in the law. In accordance with Art. 65 of the Civil Code of the Russian Federation, a fund may be declared insolvent (bankrupt) by a court decision on a general basis.

Institutions

This is recognized as a legal entity that is created by the owner for the purpose of performing non-commercial functions. It is fully or partially financed by the owner. Institutions include government bodies, law enforcement agencies (police, tax police), educational institutions (schools, academies, universities) and others. In other words, with the help of institutions, management functions are implemented and general educational services are provided.

The institution's rights to property are quite limited. It (the property) is assigned to the institution with the right of operational management. You already know what the essence of operational management rights is. For its obligations, the institution is liable only in cash, but in no case with property. If the institution does not have sufficient funds to pay off its debts, then the owner must come to its aid as an additional (subsidiary defendant).

The founding document of an institution is the charter, which is approved by the owner of the property. The name of the institution indicates the owner of the property and the nature of the institution’s activities.

According to the law, non-profit organizations can be created in other organizational and legal forms. These can be non-profit partnerships, autonomous non-profit organizations. Religious organizations are also classified as non-profit organizations by law. The procedure for the creation and activities of religious organizations is established by special legal acts of the Russian Federation.

In conclusion, we note that a thorough knowledge of the legislation on commercial and non-profit organizations creates conditions not only for the qualified activities of entrepreneurs, but is also an integral component of any citizen’s activity.

Organizational and legal forms of non-profit organizations.

PLAN

Introduction. The essence of organizational and legal forms.

Organizational and legal forms of organizations (OPF):

1. Legislative acts of the OPF.

   Classification of OPF.

   Features of OPF. Advantages and disadvantages.

The role of the choice of public fund in the activities of the organization.

Bibliography.

Introduction

The organizational legal form of an organization is the form of an economic entity, which fixes the method of securing and using property by an economic entity and the ensuing legal status and goals of activity. Business entities include any legal entities, as well as organizations operating without forming a legal entity, and individual entrepreneurs.

The existence of the OPF gives the entrepreneur the opportunity to determine and consolidate:

entrepreneur status;

determine the organizational and legal unity of the company (the management bodies of the company, the boundaries of their legal capacity);

and the mechanism of property liability, which in turn is a mechanism of control by the state and an instrument of influence.

Each country has its own organizational and legal forms of doing business, which have clear characteristics and strictly observed requirements.

The need to create a public fund and mandatory registration of individuals and legal entities is associated with the existence of a large number of informal and underground businesses: “underground production”, businesses that do not meet standards, avoid paying taxes, pirated use of brands, etc.

The need to select an OPF arises whenever:

creation of a new enterprise;

transforming the existing one.

The choice of OPF is a long-term decision and a change in form is usually associated with serious organizational costs, material and financial losses, and loss of suppliers and clients. The reasons for changes in OPF may be: changes in legislation, or changes in the size and volume of production of the company.

Organizational and legal forms of organizations.

Legislative acts of the OPF.

There are the following legislative acts regulating the creation, requirements, liability, reorganization and liquidation of OPF: Civil Code of the Russian Federation, All-Russian Classification of Organizational and Legal Forms, Federal Laws “On Limited Liability Companies”, “On Joint Stock Companies”, etc.

Any enterprise as a legal entity in accordance with the Civil Code of the Russian Federation, regardless of its organizational and legal form, has the same rights as other enterprises. The differences lie in the rights of the founders (participants, shareholders) of such enterprises. It is this set of rights of the founder (participant, shareholder) of a legal entity that determines the choice of one or another organizational and legal form of the enterprise.

Classification of OPF.

The All-Russian OPF classifier identifies the following main classification groups:

legal entities that are commercial organizations;

legal entities that are non-profit organizations;

organizations without legal personality rights;

individual entrepreneurs.

Based on the goals of entrepreneurial activity, business entities that are legal entities are divided into organizations that pursue profit as the main goal of their activities ( commercial organizations ) or do not have profit making as such a goal and do not distribute the profit received among the participants ( non-profit organizations ).

Legal entities that are commercial organizations can be created in the form of business partnerships and societies, production cooperatives, state and municipal unitary enterprises.

Legal entities that are non-profit organizations can be created in the form of consumer cooperatives, public or religious organizations, institutions, charitable and other funds, as well as in other forms provided by law (non-profit partnerships, autonomous non-profit organizations, branches of foreign non-profit non-governmental organizations, etc.). d.).

To business entities that are not legal entities, but have the right to carry out their activities without forming a legal entity , include mutual investment funds, representative offices, branches and other separate divisions of legal entities, peasant (farm) enterprises (from January 1, 2010), as well as simple partnerships.

TO individual entrepreneurs include citizens carrying out their activities without forming a legal entity.

Figure 1 shows a diagram of the organizational and legal forms that exist today in the Russian Federation.

Figure 1. Organizational and legal forms of the Russian Federation.

Features of OPF. Advantages and disadvantages.

Using the diagram shown in Figure 1, we will characterize the existing organizational and legal forms.

I . Commercial organizations - organizations whose main goal is to generate profit and distribute it among participants. These include:

A) Business partnerships- To commercial organizations in which contributions to the share capital are divided into shares of the founders. There is a distinction between a general partnership and a limited partnership.

General partnership ( PT) - a partnership whose participants (general partners) on behalf of the partnership are engaged in entrepreneurial activities and are liable for its obligations not only with their contributions to the joint capital of the PT, but also with the property belonging to them.

Advantages and disadvantages: PT participants must be highly qualified and enjoy mutual trust. If these requirements are met, management has high efficiency and efficiency. If participants do not meet these requirements, then there is a high probability of various kinds of negative consequences.

Partnership on Faith (TNV) - a partnership in which, along with general partners, there is at least one participant of another type - an investor (limited partner) who does not participate in entrepreneurial activities and bears risk only within the limits of his contribution to the joint capital of TNV.

Advantages and disadvantages: Management is efficient. General partners must be like-minded people, enjoy the trust of investors, have high qualifications and a developed sense of responsibility. Otherwise, there is a high probability of various kinds of negative consequences.

b) Economic companies -To commercial organizations in which contributions to the authorized capital are divided into shares of the founders. Exist:

Limited Liability Company (LLC) - a business company whose participants are not liable for its obligations and bear risk only within the limits of their contributions to the authorized capital. Provides one type of membership - participant. They can be an individual or a legal entity (their possible number is from 1 to 50). Governing bodies: general meeting of participants, management. The number of votes by agreement of the participants is specified in the constituent documents (recommendation: in proportion to the share in the authorized capital). Participants bear the risk of losses within the value of their contributions to the authorized capital of the company. Profit allocated for dividends is distributed among participants in proportion to their shares in the authorized capital. Upon exit, the participant has the right to: receive a share in cash, in kind, transfer part of it or all of it to another person (participants in this have an advantage over third parties).

Advantages and disadvantages: If the number of participants exceeds 15-20, then the sense of ownership and efficiency of management decreases. An LLC is preferable if the participants do not want to transfer all management rights to a narrow circle of persons. The fact of financial liability for obligations within the property of the company reduces the interest for creditors.

Additional liability company (ALC) - a business company, the participants of which jointly and severally bear subsidiary (full) liability for its obligations with their property in the same multiple of the value of their contributions to the authorized capital.

Advantages and disadvantages: Responsibility for the obligations of a bankrupt participant is transferred to other participants. ODO is preferable if the participants are highly qualified and trust each other. High responsibility of participants helps to improve the quality of their activities and increase the trust of other organizations in them.

Open Joint Stock Company (OJSC) - a business company whose authorized capital is divided into a certain number of shares, the owners of which can alienate the part they own without the consent of other shareholders. Shareholders bear risk only to the extent of the value of the shares they own. Governing bodies: general meeting of shareholders, supervisory board, board (directorate) headed by the chairman (director). The share of preferred (non-voting) shares should not exceed 25%. Profits used for dividends are distributed among shareholders in proportion to the number of shares they own.

Advantages and disadvantages: The number of shareholders is not limited. Preferred when it is necessary to make large capital investments (by attracting potential investors to participate).

Closed Joint Stock Company (CJSC) - a joint-stock company, the shares of which are distributed only among its founders or other predetermined circle of persons. Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by its other shareholders. Shareholders bear risk only to the extent of the value of the shares they own.

Advantages and disadvantages: This form is preferable if: participants do not want to entrust management to a narrow circle of qualified workers (or if there are none); Participants want to limit their composition to a predetermined circle of people.

V)Producer cooperatives- d voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and the pooling of property share contributions by its members (to a cooperative mutual fund):

Agricultural artel (collective farm) (SPK) - a cooperative created for the production of agricultural products. Provides for 2 types of membership: member of the cooperative (works in the cooperative and has the right to vote); associate member (has the right to vote only in certain cases provided for by law).

Advantages and disadvantages: The number of participants is limited only by the lower limit - 5 people. If the number of participants exceeds 15-20, then the sense of ownership decreases. A joint venture company is preferable if participants do not want to entrust management to a narrow circle of qualified employees (or if there are none). Management is not efficient enough. Each participant, regardless of the size of the contribution, has 1 vote (the risk is not proportional to the contribution).

Fishing artel (collective farm) (RPK) - a cooperative created for the production of fish products. Provides for 2 types of membership: member of the cooperative (works in the cooperative and has the right to vote); associate member (voting rights are granted only in certain cases provided for by law).

Cooperative farming (co-farm) (CCH) - a cooperative created by the heads of peasant farms and (or) citizens running personal subsidiary plots for joint activities in the production of agricultural products, based on personal labor participation and the pooling of their property shares (land plots of peasant farms and private household plots remain in their ownership).

G) Unitary enterprises- an enterprise is recognized as unitary if it is not endowed with the right of ownership to the property assigned to it by the owner. Only state and municipal enterprises can be unitary:

State (state) enterprise (GKP) - a unitary enterprise based on the right of operational management and created on the basis of property that is in federal (state) ownership. A state-owned enterprise is created by decision of the Government of the Russian Federation.

Advantages and disadvantages: An enterprise can receive assistance from the state. However, management and other employees of the enterprise will not be sufficiently interested in effective work. Public enterprises, as a rule, are not able to compete with private enterprises.

Municipal Enterprise (ME)- a unitary enterprise based on the right of economic management and created on the basis of state or municipal property. It is created by decision of an authorized state body or local government body.

Advantages and disadvantages: similar to GKP.

II . Non-profit organizations - organizations that do not pursue the goal of making a profit and do not distribute the profits between participants:

Consumer cooperative (PC) - 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 by combining its members with property shares. Provides for 2 types of membership: cooperative member (with voting rights); associate member (has the right to vote only in certain cases provided for by law).

Public and religious organizations - a voluntary association of citizens based on common interests to satisfy spiritual or other non-material needs. The right to carry out entrepreneurial activities only to achieve the goals of the organization. Participants do not retain ownership of the property transferred to the organization.

Funds - an organization that does not have 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. Has the right to engage in entrepreneurial activities to achieve their goals (including through the creation of business companies and participation in them).

Institutions - 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.

III . Associations of legal entities - associations (unions) created by legal entities for the purpose of coordinating business activities and protecting their property interests. Members of the association retain their independence and rights as a legal entity.

The role of the choice of public fund in the activities of the organization.

When choosing the organizational and legal form of a future enterprise, it is necessary to take into account their characteristics, so as not to later discover that in order to carry out any business transaction or solve a certain problem, it is necessary to re-register the company.

To select an open investment fund, you need to take into account the following aspects of the future enterprise:

Goals and types of activities, the possibility of making a profit;

• Profit distribution;

• Responsibility of founders (participants);

• Taxation;

• Accounting and reporting;

• Minimum size of the organization's property;

• The opportunity for participants to receive part of the organization’s property upon leaving it and upon its liquidation;

• Type of management and number of enterprises.

Thus, the choice of organizational and legal form plays an important role not only in the process of registration of legal entities, but also in the further functioning of enterprises. The convenience of managing the organization, the security of investments, the confidentiality of information about the founders and much more directly depend on the correct selection of the organizational and legal form. Organizational - legal forms enterprises (4)Abstract >> Economic theory