What is the legal form of the enterprise. Organizational and legal forms of enterprises in the Russian Federation. What is OPF

The organizational and legal form is understood as a way of fixing and using property by an economic entity and its legal status and business goals.

Correctly chosen organizational legal form enterprises can give the founders additional tools to implement their plans for the development and protection of the business.

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

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

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

A general partnership is a partnership whose participants, in accordance with the concluded agreement, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with all their property. A person can only be a participant in only one full partnership.

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

1. Name of the full partnership;
2. Location;
3. The procedure for managing it;
4. Conditions on the amount and procedure for changing the shares of each of the participants in the share capital;
5. The amount, composition, timing and procedure for making their contributions;
6. On the responsibility of participants for violation of obligations to make contributions.

The management of the activities of a full partnership is carried out by common agreement of all participants, but the memorandum of association may provide for cases where a decision is made by a majority vote of the participants. Each participant in a general partnership has the right to act on behalf of the partnership, but in the joint conduct of the affairs of the partnership by its participants, the consent of all participants in the partnership is required for each transaction.

Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the share capital.

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

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

The minimum and maximum size of the share capital is not limited. This is due to the fact that full partners are liable for the obligations of the partnership with all their property.

A limited partnership is created for the purpose of making a profit and can engage in any activity not prohibited by law. However, certain types of activities require a special permit.

Society with limited liability(LLC) - a legal entity established by one or more persons, the authorized capital of which is divided into certain shares. Members of an LLC bear the risk of loss only to the extent of the value of their contributions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Unitary enterprise owned by federal law operational management, is a federal state enterprise.

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

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

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

A financial-industrial group is a set of legal entities operating as the main and subsidiaries or who have fully or partially combined their tangible and intangible assets on the basis of an agreement on the creation of a financial and industrial group for the purpose of technological or economic integration for the implementation of investment and other projects and programs aimed at increasing competitiveness and expanding markets for goods and services, increasing the efficiency of production, creating new jobs.

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

The supreme management body of the financial and industrial group is the board of directors of the financial and industrial group, which includes representatives of all its participants. The competence of the board of directors of the financial-industrial group is established by the agreement on the establishment of the financial-industrial group.

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

Voluntary associations may unite public and other non-profit organizations and institutions. Members of the association retain their independence and the rights of a legal entity, can use its services free of charge, and, at their own discretion, leave the association at the end of the financial year.

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

In developed market economy in recent times there is the formation of intra-company entrepreneurship, the essence of which lies in the organization in largest companies small innovative enterprises for approbation of inventions, utility models.

As experience shows, intra-company entrepreneurship can develop if the creative workers of the company (individual divisions) are “provided” by the management of the company with the following conditions that allow them to fully demonstrate their innovative nature of activity:

1. Freedom in the disposal of financial and material and technical resources necessary for the implementation of an entrepreneurial project;
2. Independent entry to the market with finished products of labor;
3. Ability to conduct your own personnel policy and special motivation of employees necessary for the implementation of their own entrepreneurial project;
4. Disposition of a part of the profit received from the implementation of a personal project;
5. Acceptance of part of the risk in the implementation of the project.

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

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

In the modern world, people enter into a variety of relationships. They interact both directly and through various groups. In the latter case, people are united by a common interest, purpose, and tasks. Groups can be formalized or non-formalized. The latter do not imply any official registration of activity.

Formalized groups receive the status of a legal entity, branch, representative office. Their activities are regulated by the Civil Code. Let's take a look at what are forms of legal entities in the Russian Federation.

Definition

It is given in Article 48 of the Civil Code. As the norm indicates, a legal entity is an association that has certain separate property in economic management, ownership, operational management, with which it is responsible for the obligations assumed, capable of receiving and exercising property and non-property rights on its own behalf, acting as a defendant / plaintiff in court, bear the responsibilities. This formulation presents the main criteria that a formalized society must meet.

Characteristics

Any types and forms of legal entities must meet the criteria established by Article 48 of the Civil Code. These include:

Separate property. As stated in the norm, material assets can be in operational management, ownership or economic management. Property must be accounted for on a separate balance sheet.
Sharing of responsibility. Participants are not liable for the obligations of the company, and it, in turn, for their debts. Exceptions can only be established by law.
Independent participation on one's own behalf in civil law relations. These include, among other things, the acquisition and implementation of non-property and property rights, the fulfillment of obligations stipulated by law.
The ability to protect interests by legal means. This feature indicates the company's right to be a plaintiff or a defendant.
The presence of a document confirming the official registration. It acts as a certificate of the established form.

Classification

The criteria for dividing associations into categories are:

The purpose of the activity. It may consist in making a profit, for example. Legislation allows the formation of associations for other purposes not related to entrepreneurship.
Organizational and legal form of a legal entity. it permitted types of enterprises established by law.
The nature of the relationship between the association and its members. AT this case what matters is the presence / absence of the founders' ownership of the contributions they make to the property of the company.

Target

Depending on the result that the subjects want to achieve, associations can be commercial or non-commercial. The activities of the latter are not related to entrepreneurship. At the same time, they can make a profit, but it is not subject to division between the participants. Accordingly, the purpose for which they are created is related to generating income. In the legal sense, the difference between these associations is only in the order of distribution of profits. Commercial legal entities are required to share the income received between the participants. The order in accordance with which the distribution of funds takes place is established by the accounting policy.

Forms of legal entities (commercial organizations)

The legislation provides for two main groups of associations:

Society. They are formed by pooling capital.
Partnerships. These businesses are created by bringing people together.
unitary enterprises.
Cooperatives.

Each group also provides for the division of enterprises. The criterion is organizational and legal form of a legal entity. This separation provides an opportunity to most effectively control the activities of economic entities in the market.

General partnership

This group provides for two. The first includes a full partnership. It recognizes such an association, the participants of which, according to the constituent agreement, conduct entrepreneurial activities on its behalf and are liable with their property for its obligations. The corresponding definition is disclosed in Article 69 of the Civil Code. There are several features that this organizational and legal form of a legal entity. it:

Another company or individual entrepreneur can act as full partners. At the same time, they are not entitled to become participants in another similar association or limited partnership.
The agreement acts as a founding document.
The corporate name must include the names (names) of all participants and the phrase "general partnership". Some names are allowed, to which the words "and company" are added. In this case, the phrase "full partnership" must be present.
The affairs of the enterprise are conducted by the participants themselves. This means that each general partner has the right to make transactions on behalf of the association. The memorandum of association may provide for a different procedure.

Faith partnership

It is also called "commandite". For this f forms of legal entities the following features are typical. Along with the main participants who conduct business activities on behalf of the association and are liable for the obligations of the enterprise with their property, there is one more (or several) contributors in the composition. They are called teammates. These depositors bear the risks of losses that may occur in the course of the enterprise's activities, within the limits of the amounts they have contributed. Limited partners do not participate in the work of the partnership. In other aspects, the legal status of this is identical to the status of a general partnership.

OOO

Legislation also provides for such as society. One of them is LLC. This is characterized by the following features:

An association is established by one or more entities.
When created, the authorized capital is formed. It is divided into shares. Their value is determined by the constituent documents.
Members are not liable for the obligations of the association. However, they bear the risk of financial losses associated with the operation of the enterprise, as part of the value of their contributions.
The number of participants must not exceed 50.

The constituent documents are the charter and the contract. The corporate name of the association must contain an indication of the organizational and legal form.

ODO

This one has some specifics. An ALC is created in the same way as an LLC - by one or more entities. In the first case, however, the participants bear subsidiary liability for the obligations of the association jointly and severally with their property in an amount that is a multiple of the value of the contributions. Otherwise, the legal status of an ALC is identical to the status of an LLC.

JSC

This is an association in which the authorized capital is divided into a certain number of shares. Participants are not liable for the obligations assumed by the company, however, they bear the risk of losses from the activities of the enterprise within the cost of their valuable papers. There is only one founding document in JSC - the charter.

JSC types

A joint stock company may be open or closed. The first has the right to carry out a public subscription to the papers that it issues. Participants, in turn, may alienate their shares without obtaining the consent of the other shareholders. JSC is obliged to annually publish a report, profit and loss account, balance sheet and other information. This information should be freely available. The maximum number of participants in an OJSC is not limited by law. CJSC has the right to distribute shares only among the founders or entities, the circle of which is determined in advance. Participants have a pre-emptive right to purchase securities of other founders.

Production cooperative

It is an association of citizens on a voluntary basis and on the basis of membership. The purpose of creating a cooperative is a joint production or other economic activity. In its implementation, the members of the cooperative personally participate in the labor or other process. When creating a cooperative, property contributions (shares) are combined. Legal entities can also act as participants, if the relevant right is enshrined in the charter of the production association. The number of cooperative members must not be less than 5. At the same time, the number of persons not involved in production or other economic activities cannot exceed 25% of those performing labor duties.

Unitary enterprises

Another criterion for separating associations is form of ownership of a legal entity. The private companies have been discussed above. In practice, unitary enterprises are quite common. They can be state or municipal. This form of ownership of a legal entity assumes that the property that the association uses does not belong to it. The enterprise does not have the right to dispose of the objects, distribute it according to deposits, shares, shares, including among employees. The municipality or the state acts as the owner. The property is transferred to the enterprise for operational management or economic management.

Bodies of forms of legal entities

In an LLC, the general meeting acts as the highest management structure. It resolves all issues related to the activities of the association. The competence of the meeting includes the election of a collegial or sole executive body. In AO, all issues are also decided by the meeting. It elects a board of directors, which acts as a supervisory structure. In addition, the joint-stock company also has executive bodies (sole or collegiate). In a production cooperative, the management structure is a meeting of members. It elects a supervisory board (if the number of participants is more than 50), as well as executive bodies.

Other categories

Non-commercial legal entities include consumer cooperatives. They are created by citizens who have combined share contributions to realize their property and other interests. Consumer cooperatives are housing-construction, garage, dacha and other cooperatives. Another form of non-profit entities are religious and public organizations. They are created voluntarily by citizens. Individuals are united by common interests, spiritual or other non-material needs. Religious organizations are formed for joint confession, the spread of faith. Their members conduct a variety of ceremonies, training sessions. Another form of legal entity is a fund. It is not created on the basis of membership. The fund is established by legal entities or citizens who invest their money.

The association is created for the implementation of cultural, charitable, social, educational and other socially useful tasks. The only way to liquidate a fund is through the courts. Institutions are called legal entities formed by the owner to carry out functions of a non-commercial nature. They are financed by him in whole or in part. The property is transferred to the institution for operational management. Unions/associations are associations of non-profit or commercial legal entities. They ensure the coordination of the activities of enterprises and the protection of their interests. Thus, knowing General characteristics associations, the founders can choose, what form of legal entity suits them.

Legal requirements

As mandatory condition for the implementation of the activities of an association of any type acts registration of a legal entity. The form statements is unified. The completed form P11001 is submitted to the authorized authority. Before carrying out the procedure, the association must prepare:

Charter.
Establishment agreement (if there are more than 2 founders).
Meeting minutes or decision.
Receipt for payment of the fee.

In addition, you must select OKVED codes, as well as the system of taxation.

Nuances

For an LLC since 2009, the foundation agreement must contain information about:

Nominal value and amount of shares in the capital.
Date of payment of contributions by participants.

Previously, this information had to be present in the charter. She is currently excluded from it. If the legal entity intends to use the simplified tax system, then two copies of the relevant application can be attached to the set of documents (f. 1150001).

Possible difficulties in practice

In some cases, in the course of the activities of the association, it may be necessary to reorganize it. This concept is revealed in Article 57 of the Civil Code. The norm states that the reorganization can be carried out by merging, transforming, joining, separating, separating. In this case, when any of these procedures is carried out, a new association is formed. Reorganization can be carried out on the basis of the decision of the participants or the authorized body of the legal entity. Of particular interest in practice is the transformation. As Article 58 of the Code points out (clause 5), changing the form of a legal entity presupposes the preservation of the obligations and rights of the reorganized association in relation to other entities, except for participants. According to the 66th norm of the Civil Code (clause 3), which was in force before the entry into force of Federal Law No. 99, business companies can be formed as JSC, LLC, ALC. joint stock company, in turn, can be transformed exclusively into a production cooperative or LLC. Accordingly, these changes in the form of the legal entity will be recognized as a reorganization. If JSC or PAO is used in the name instead of the abbreviation OJSC, the enterprise remains a joint-stock company. These name changes organizational form are not affected. Accordingly, they are not recognized as a reorganization.

Additionally

It should be noted that any changes must be documenting. Legislation prescribes holding meetings and making official decisions. The documents approved by the participants are submitted to the registration authority. Based on the decision, adjustments are made to the charter and other local documents. Information about all changes must be present in the registry.

Public formations

The current legislation extends the rules governing the participation of legal entities in civil relations to another category of associations. They are public entities. For their obligations, they are responsible with their own property, except for the objects assigned to the legal entities they created on the basis of operational management / households. management, as well as material assets that can be exclusively in municipal or state property. Public entities are not liable for each other's debts. It is not provided for the obligations of legal entities created by them. Exceptions are cases that are directly established by law. Liability is also provided for in situations where a public entity provides guarantees (acts as a guarantor) of another such association or legal entity. Capacity and legal capacity act as integral features of these institutions in view of their status.

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

Registration commercial enterprises involves, first of all, interaction with the tax authorities, and social services, payments to which are made precisely from income.

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

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

Individual entrepreneur

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

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

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

Limited Liability Company

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

Members of an LLC are liable within their own share of the charter capital, which terminates with the liquidation of the enterprise.

Joint stock companies

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

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

In the Russian Federation, entrepreneurial activity can be carried out in two organizational types provided for by the Civil Code of the Russian Federation:

* individual entrepreneurship carried out by a citizen without forming a legal entity;

* Entrepreneurial activity carried out by legal entities (enterprises of various organizational and legal forms).

According to paragraph 1 of Art. 23 of the Civil Code of the Russian Federation “A citizen has the right to engage in entrepreneurial activities without forming a legal entity from the moment of registration as individual entrepreneur". Consequently, individual entrepreneurship is a type of entrepreneurial activity that is organized and implemented by an individual citizen (individual). To this species entrepreneurship, all the rules and requirements of the Civil Code of the Russian Federation that regulate the activities of legal entities are applicable. This applies both to the use of the rights and guarantees provided by the legal status (for example, the right of an individual entrepreneur to use a hired labor force), and the unconditional fulfillment of all obligations in full (for example, the property liability of an individual entrepreneur, in the event of his bankruptcy, to creditors).

The choice of a specific organizational and legal form of an enterprise with the status of a commercial organization is determined by a number of the following factors and circumstances:

* the procedure and measure of participation of the founders and owners of property in the distribution of profits;

* principles of formation of property of the enterprise;

* the degree of responsibility of the founders for the obligations of the enterprise;

* special requirements established by the Civil Code of the Russian Federation and other legislative acts and imposed on a particular organizational and legal form;

* the form of ownership of the property of the enterprise.

Since it is the latter factor that is largely decisive in determining the organizational and legal form of an enterprise, it is necessary to at least briefly dwell on such a legal norm as “property rights”.

The subjects of property rights in the Russian Federation are citizens, legal entities, the state (Russian Federation), subjects of the Federation (republics, territories, regions), municipalities.

Thus, the Civil Code of the Russian Federation recognizes private property (including common, shared property), state property (including federal or state property and property of subjects of the Federation) and municipal property.

Using their (private) property, a group of citizens, independently or jointly with legal entities, can organize such commercial organizations with a shared form of ownership as:

* business partnerships;

* business companies;

* production cooperatives;

* the right of economic management;

* the right of operational management.

Business partnerships are commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Property created at the expense of contributions of founders (participants), as well as produced and acquired by a business partnership in the course of its activity, belongs to it by the right of ownership. Business partnerships in accordance with the Civil Code of the Russian Federation are divided into general partnerships and limited partnerships.

A general partnership is one of two types of business partnerships, between the participants (general partners) of which its authorized capital is divided into shares (contributions). In accordance with the agreement concluded between the participants of such a partnership, they are engaged in entrepreneurial activities on its behalf and bear joint responsibility for the obligations of the partnership with all their property. Memorandum of association, concluded for the formation of a general partnership, is the only founding document and signed by all its members.

AT Russian practice industrial entrepreneurship, this organizational and legal form has practically not found its application due to a number of circumstances, the main of which are:

* in conditions where each participant in such a partnership has the right to engage in their entrepreneurial activities on an equal basis with others, which can lead to undesirable competition and, as a result, to the disintegration of the organization;

* full and unlimited property liability of participants in this type of partnership in case of bankruptcy, not only with their contribution, but also with personal property.

Business companies are commercial organizations with capital divided, as in business partnerships, into shares of the founders, which can be created in the following forms:

* limited liability company (LLC);

* additional liability company (ALC);

* joint-stock company (JSC).

These three organizational and legal forms are most widespread in Russia, which was facilitated by the features and advantages provided for by the Civil Code of the Russian Federation and other legislative acts in comparison with other forms.

A limited liability company (LLC) is an economic entity established by one or more persons, including legal entities, and having an authorized capital, the minimum amount of which must be, in accordance with the legislation of the Russian Federation, at least one hundred times minimum size wages. The formation of the authorized capital is carried out by the contributions of the founders of the LLC and is divided into shares between them in accordance with the constituent documents.

This organizational and legal form of an enterprise is very common in the Russian Federation, since it has a number of advantages due to the inherent features of an LLC. The most important of them are:

* lack of liability with all their property for the obligations of the company;

* any member of the company can be excluded from the number of its founders only by own will or by a court decision, which is a fairly significant guarantee for the entrepreneur;

* the possibility of free withdrawal of each participant from the company with the share in the authorized capital due to him and the value of part of the property of the LLC, in proportion to this share, including the share of profit due to him on the basis of the work of this company;

* the existence of a real opportunity to issue bonds for an amount not exceeding the value of the authorized capital and the amount of security provided by the LLC for these purposes by a third party;

* the admission of new members of such a society is possible only with the consent of all its current members, which guarantees the appearance of unwanted participants among the members of the society.

Additional Liability Company (ALC) is a type of limited liability company. The main difference between them is that ALC participants assume additional responsibility for the obligations of the company not only in the amount of contributions made to its authorized capital, but also with their other property in the same multiple of the value of their contribution.

Thus, despite the fact that the interests of ALC creditors seem to be better protected than LLC creditors, nevertheless, the property liability of ALC participants still remains limited, since debt collection cannot be levied on all their property.

Joint Stock Company (JSC). Paragraph 1 of Art. 96 of the Civil Code of the Russian Federation defines: “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, to the extent of the value of its shares. This organizational and legal form is used in the Russian Federation quite widely and primarily by large industrial enterprises.

In accordance with the current legislation and in particular with the Civil Code of the Russian Federation, open joint-stock companies (OJSC) and closed joint-stock companies (CJSC) can be formed.

An open joint stock company is a company whose members can alienate (sell, donate, transfer) their shares without the consent of other shareholders. The number of shareholders of such a company is not limited. Its openness is also manifested in the fact that the JSC is obliged to publish annually for general information the annual report, balance sheet, profit and loss account.

A closed joint stock company is a joint stock company whose shares are distributed only among the founders; such a company is not entitled to conduct an open subscription for shares issued by it or otherwise offer them for purchase to an unlimited number of persons; the shareholders of such a company have a pre-emptive right to acquire shares sold by other shareholders of this CJSC; the number of participants in such a joint-stock company is limited by the law on joint-stock companies and should not exceed 50 shareholders.

A production cooperative is a commercial organization that is “a voluntary association of citizens on the basis of membership for joint production or economic activities based on their personal labor and other participation and the association of property shares by its members (participants)” (clause 1, article 107 of the Civil Code of the Russian Federation).

unitary enterprises. Such an enterprise is recognized as a commercial organization that is not endowed with the right of ownership of the property assigned to this organization by its owner, which is, for example, the state. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. Only state and municipal enterprises can be created in the form of unitary enterprises. The property of such enterprises is respectively in the state or municipal property on the rights of economic management or operational management.

In accordance with the Law on State and municipal enterprises» establishes the following types of unitary enterprises:

1) unitary enterprises based on the right of economic management: federal state enterprise;

2) a state enterprise (a state enterprise of a constituent entity of the Russian Federation);

3) municipal enterprise;

4) unitary enterprises based on the right of operational management: federal state enterprise;

5) a state-owned enterprise (a state-owned enterprise of a constituent entity of the Russian Federation);

6) municipal state-owned enterprise.

The listed six types of unitary enterprises limit the possibilities of participation of the state and municipalities in entrepreneurial activity through the creation of this type of legal entities - commercial organizations.

The organizational and legal form of the enterprise affects its legal status and nature of property relations. Most often, entrepreneurs choose LLC or IP. However, the law provides for other options.

Organizational and legal forms of enterprises: concept, main features, principles of classification

The organizational and legal form of an enterprise (OPF) is a form fixed by law that determines different kinds activities: entrepreneurial, economic, etc. It fixes the property relations of the enterprise, the goals of its activities and the legal status. The main points on the regulation of organizational and legal issues contained in Chapter 4 of the first part of the Civil Code of the Russian Federation. In addition to the Civil Code, OKOPF participates in the classification of organizations - all-Russian classifier OPF.

To distinguish between types of organizational and legal forms, three basic criteria are distinguished:

Goals. When classifying by purpose, two main questions are solved: whether the association pursues the extraction of profit as the main goal or not.
Forms of property management on the balance sheet of the enterprise.
Composition, rights and obligations of the founders.

The classification of organizational and legal forms can also be carried out according to the status of a legal entity:

There is a legal entity. For example, these are companies in the form of LLC, JSC, other options.
Without the status of a legal entity: individual entrepreneur, branch, etc.

By property relations companies are classified in accordance with Part 1 of Art. 65.1 of the Civil Code:

corporate organizations. Members of the corporation have the right to participate in it and the right to form the supreme governing body. Corporations include most of the OPF, including non-profit associations.
unitary organizations. Participation in the formation of unitary enterprises does not provide the founders with membership in them, without granting any membership rights. Most of this category is made up of MUPs created on the initiative of the municipality or local authorities of the constituent entities of the Russian Federation. A typical image of a unitary enterprise is MUE Vodokanal.

Types of organizational and legal forms of legal entities, their brief description

In Art. 50 of the Civil Code of the Russian Federation, two main types of organizational and legal forms are fixed:

Commercial associations. The main purpose of such enterprises is to extract profit from the activities of the company. For example, OAO Gazprom or ZAO Tander.
non-profit companies. As the main goal of the Tax Code, activities that are not related to making a profit are fixed. Upon receipt of income, it is distributed to the statutory purposes of the Tax Code. For example, various funds that distribute profits to charitable projects. Entrepreneurial activity possible if it meets the stated objectives of the NDT.

Most often, the legal form for a new enterprise is chosen for conducting commercial activities - let's take a closer look at what it is. In the Russian Federation, there are 6 types of commercial organizations formed with the creation of a legal entity.

Business partnerships

Business partnerships are commercial associations with an authorized capital divided into shares of participants. Activities are regulated by art. 66-86 of the Civil Code of the Russian Federation. The property of the partnership belongs to its members on the right of ownership. The volume of rights of each member is calculated in proportion to its share in the authorized capital. The scope of powers is changed according to the provisions of the agreement or the charter.

Articles 69, 82 of the Civil Code of the Russian Federation establish the existence of two types of business partnerships: general partnerships and partnerships based on faith. The main difference is in the degree of responsibility of the participants. AT full partnership liability extends to all property of members. In a limited partnership, there is another principle - liability applies only to the contributions of the participants.

Limited liability companies

A limited liability company (LLC) is a business entity, the right to form which has both an individual and a company. The authorized capital is divided among the members of the LLC by shares. Participants are not responsible for the obligations of the LLC, they are liable only within the value of their shares. The bankruptcy of an LLC causes subsidiary liability of the participants. The main issues of regulating the activities of LLCs are enshrined in the Federal Law "On Limited Liability Companies", as well as in Art. 87-94 GK. Until 2014, there were also ALCs in Russia - additional liability companies. For ALCs created before the change in legislation, the rules of Ch. 4 of the Civil Code of the Russian Federation.

Joint stock companies

Joint stock company - a kind economic society having an authorized capital. It is divided into a specific number of shares. The liability of JSC members is determined by the number of shares held by the member. JSC activities are regulated by the Civil Code of the Russian Federation and the Federal Law “On Joint Stock Companies”.

Since 2014, the type of JSC has changed in Russia. Previously, JSCs were divided into closed and open, since 2014 they have been divided into public and non-public:

Public JSCs. The public form of a joint-stock company secures the right of shareholders to transfer their own shares to third parties that are not related to the joint-stock company. For PJSC, it is obligatory to place shares and securities in the public domain. One of the main conditions is an unlimited number of potential shareholders.
Non-public AO. Unlike PJSC, non-public shares are distributed among the founders or a certain circle of persons. A non-public joint-stock company is not obliged to publish financial statements in the public domain. Participants in a non-public JSC have a pre-emptive right to purchase JSC shares.

Production cooperatives

A production cooperative is a commercial organization formed by association of citizens. Membership is determined by the personal participation of each member and the pooling of available shares. The participation of legal entities in matters of the cooperative is regulated by the charter. The number of members should not exceed 5 members.

Peasant farms

Peasant (farm) economy (KFH) - an association created by citizens for economic or production activities. The property of the KFH is jointly owned by all members and belongs to them on the basis of ownership. All its members have the right to manage in the KFH. The head of the KFH after passing the state registration of the association is considered an individual entrepreneur. The activities of the KFH are regulated by Art. 86.1 of the Civil Code and the Federal Law "On the peasant (farm) economy."

Business partnerships

A business partnership is a commercial organization formed by several participants. Its members participate in the management of an economic partnership, and third parties may also participate. Participation in management matters of third parties is determined by the internal agreement of the partnership.

How to choose the right OPF for your company

Important points for choosing the legal form:

Will it be necessary to finance the enterprise by third parties, or investment only at the expense of the owner? If there is a need for outside investment, consider an LLC or one of the forms of JSC.
Will the participation of additional specialists (accountant, lawyer, etc.) and hired workers be required? If a minimum of employees and simple reporting are expected, choose an individual entrepreneur.
Is it expected to make a profit? If the company does not aim to make a profit from its activities, it is necessary to choose the legal form from non-profit organizations.
What is the expected monthly and annual turnover?
Are you planning to sell the business? Please note - according to the law, IP cannot be sold. It is only possible to sell the property of individual entrepreneurs and products intellectual property: logo, slogan, etc.
What payment method will be preferable: cash or non-cash?

The most popular commercial legal form is LLC. As of January 1, 2018, 3,240,219 LLCs were officially registered in Russia, while total number Russian commercial organizations amounted to 3,287,615.

For small businesses, most businessmen prefer LLC or IP. IP is easier to create, and the status of an individual entrepreneur makes it possible to avoid complex reporting, providing more freedom in cash flow. Opening an LLC will require authorized capital and a more complicated registration procedure, but the status of an LLC gives more freedom in property relations.