An enterprise is an independent economic entity created (established) in accordance with the current legislation for the production of products, performance of work or provision of 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 features:

• 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 circulation on its own behalf and has the right to conclude all types of civil law contracts with legal entities and individuals;
• the company has the right to be a plaintiff and a defendant in court;
• the enterprise must have an independent balance sheet and submit reports established by state bodies in a timely manner;
• the enterprise must have its own name, containing an indication of its organizational and legal form.

Enterprises can be classified in many ways:

• by appointment finished products enterprises are divided into producing means of production and producing consumer goods;
• on the basis of technological commonality, an enterprise with continuous and discrete production processes is distinguished;
• according to the size of the enterprise are divided into large, medium and small;
• According to the specialization and scale of production of the same type of products, enterprises are divided into specialized, diversified and combined.
• by type production process enterprises are divided into enterprises with a single type of production, serial, mass, experimental.
• on the grounds of activity, industrial enterprises, trade, transport and others are distinguished.
• according to the forms of ownership, private enterprises, collective, state, municipal and joint enterprises (enterprises with foreign investments) are distinguished.

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 companies, production cooperatives, state and municipal unitary enterprises.

Business partnerships and companies:

• general partnership;
• limited partnership (limited partnership);
• society with limited liability,
• 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 activities and are liable for its obligations with their property, i.e. unlimited liability applies to the participants of a general partnership. A participant in a full partnership that is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. A participant who has left the partnership shall be liable for the obligations of the partnership that arose before the moment of his withdrawal, on an equal basis with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

Faith partnership. 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 participants-contributors (limited partners) who bear the risk of losses within the limits of their contributions and do not take part in the implementation by the partnership entrepreneurial activity.

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

Society with additional liability. A feature of such a company is that its participants bear subsidiary liability for the obligations of the company in the same multiple for all of the value of their contributions. All other norms of the Civil Code of the Russian Federation on a limited liability company may be applied to an additional liability company.

Joint-stock company. It is recognized as a company whose authorized capital is divided into a certain number of shares. Members of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. A joint stock company whose members can freely sell their shares without the consent of other shareholders is recognized as an open joint stock company. Such a company has the right to conduct an open subscription for the shares they issue and their free sale on the terms established by law. A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons is recognized as a closed joint stock company. Such a company is not entitled to conduct an open subscription for shares issued by it.

Features of the functioning of joint-stock companies is as follows:

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

production cooperatives. This is a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor or other participation and the association of its members (participants) of property shares. 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 endowed 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, shares). 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 law 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 property of the owner assigned to it within the limits established by law, in accordance with the goals of its activities, the tasks of the owner and the purpose of the property.

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

The procedure for the creation and liquidation of enterprises

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

• an application for registration of an enterprise, drawn up in any form and signed
• founders of the enterprise;
• founding agreement on the establishment of the 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 the state fee;
• a document confirming the agreement of the antimonopoly authority to establish an enterprise.

The foundation 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 legal form of the enterprise, the name, location, size of the authorized capital, the composition and procedure for distributing profits, the formation of enterprise funds, the procedure and conditions for the reorganization and liquidation of the enterprise.

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

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

Termination of the activity of the enterprise can be carried out in the following cases:

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

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

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

The Civil Code introduces the concepts of "commercial organization" and "non-commercial organization".

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

Rice. 2.2. The structure of organizational and legal forms of organizations

Table 2.1. definitions of organizational and legal forms are formulated.

Table 2.1.

Structure of organizational and legal forms

Name of legal form	Definition
Commercial organizations	Organizations whose main goal is to make a profit and distribute it among the participants
Business partnerships	Commercial organizations in which contributions to the share capital are divided into shares of the founders
General partnership	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 share capital, but also with their property
Faith partnership	A partnership in which, along with general partners, there is at least one participant of a different type - a contributor (limited partner), who does not participate in entrepreneurial activities and bears risk only within the limits of his contribution to the share capital.
Business companies	Commercial organizations in which contributions to the authorized capital are divided into shares of the founders
Limited Liability Company (LLC)	A business company, the participants of which are not liable for its obligations and bear the risk only within the limits of their contributions to the authorized capital of the LLC.
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 for all of the value of their contributions to the authorized capital of the ALC.
Open Joint Stock Company (OJSC)	A business company, the authorized capital of which is divided into a certain number of shares, the owners of which can alienate their part without the consent of other shareholders. Shareholders bear risk only to the extent of the value of their shares
Closed Joint Stock Company (CJSC)	A joint-stock company whose shares are distributed only among its founders or other predetermined circle of persons. Shareholders of a CJSC have a pre-emptive right to acquire shares sold by its other shareholders. Shareholders bear risk only to the extent of the value of their shares
Production cooperatives	Voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and combining by its members of property share contributions (to the share fund of the cooperative)
Unitary enterprises	A unitary enterprise is recognized as an enterprise that is not endowed with the right of ownership of the property assigned to it by the owner. Only state and municipal enterprises can be unitary
State (state) enterprise	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
municipal enterprise	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 the authorized state body or local self-government body
Non-Profit Organizations	Organizations that do not pursue the goal of making a profit and do not distribute the profits received among the participants
consumer cooperative	Voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of participants, carried out by combining property shares by its members. Provides 2 types of membership: member of the cooperative (with the right to vote); associate member (has the right to vote only in certain cases provided for by law)
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 useful goals. 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-commercial nature and financed by him in whole or in part

Business partnerships

In accordance with the current legislation in the Russian Federation, two types of business partnerships: general partnership and fellowship of faith(limited partnership).

A partnership is recognized as full, 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 their property (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 operates on the basis of a constituent agreement, which is signed by all participants in the partnership. Therefore, when registering a full partnership, the presentation of the Charter to the registration chamber is not required, since this document is not provided for by the current legislation for commercial organizations of this type.

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

The memorandum of association of a general partnership shall contain information that is common to all legal entities, as well as information that reflects the specifics of the general partnership. The first group of information includes: order joint activities to create a partnership; conditions for the transfer of his 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 of the participants in the share capital; provisions on the responsibility of participants for violation of obligations to make contributions and others.

A feature of a general partnership is that for its formation it is necessary to have a share capital. It is necessary, firstly, in order for a general partnership to be registered, since the existence of such a condition is directly provided for by the current regulations on the procedure for registering legal entities. The share capital performs the role of authorized capital and amounts to at least 100 minimum monthly wages. 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 plays the role of a guarantee for creditors, that is, those persons who enter into various property relations with a general partnership, concluding agreements with it. Therefore, in case of non-fulfillment of its obligations, the 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 the participants have clear guidelines for the distribution of profits and losses, since they are divided in proportion to the share of each of the participants in the share capital.

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

In addition to the already indicated distinguishing features of a full partnership, it should also be emphasized that the members of such an association are obliged to participate in its activities with their personal labor. Therefore, in its essence, a general partnership is primarily an association of persons, and then property.

Internal relations in partnership

Internal relations in a full partnership are determined by the memorandum of association. They are based on mutual trust due to the peculiarities of the legal status of a general partnership. The management of the partnership is carried out by common agreement of all its participants.

The memorandum of association may define individual cases where decisions on specific issues may be taken by majority vote. Each of the participants in a general partnership has one vote, regardless of its share in the share capital. However, the current legislation gives the right to members of the partnership to change this general rule and reflect in the memorandum of association 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 single entity business and other legal relations. Legal entities acquire civil rights and assume civil obligations 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 may act on behalf of a full partnership when concluding transactions, unless the constituent documents establish that its participants conduct business jointly, or one or several participants are entrusted with the conduct of business. Depending on the way in which the case is handled, there are different legal consequences.

First, when business is conducted jointly, then the consent of all participants in the partnership is required for the completion of each transaction.

Secondly, if the 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 who are entrusted with the conduct of affairs.

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

A participant in a full partnership is granted the right to withdraw, and he cannot be deprived of it. When leaving the partnership, the rest of its participants must be warned six months before the actual exit. In addition, a participant may be expelled from the partnership, but only by a court decision and on the basis of the request of the other partners. However, there must be serious reasons for this: a gross violation of their duties and a unanimous decision to expel. When leaving the partnership, a person has the right to pay him the value of a 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 who leaves the partnership and the rest of the participants.

Termination of a partnership

The termination of a partnership can be due to various reasons. It terminates its activities after the expiration of the term, if it was created for a certain period. Also, the action of the partnership is terminated if the purpose for which it was created is achieved. The partnership will cease to operate due to the inappropriateness 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 be valid.

A general partnership is liquidated if one of the partners left the membership, or died, or was declared incompetent (clause 21, article 76 of the Civil Code of the Russian Federation). However, even if these circumstances occur, the partnership may continue its work if the founding agreement expressly provides for such a possibility. A general partnership is subject to liquidation when the only participant remains in it, as well as on general grounds: by a court decision in the event of carrying out activities without an appropriate permit (license), when it is required, due to the recognition of the partnership as 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 general partners.

Faith partnership is a contractual association. The main document that regulates relations in a partnership is the memorandum of association. The legislation states that the memorandum of association is signed only by general partners, which is why they manage the affairs of the partnership. Depositors are not entitled to influence the management of cases in any way, to challenge the correctness of the management decisions made in court. The main duty of the investor is the 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 partner in a limited partnership as a limited partner.

Investors bear not only obligations, but also have rights. Since a limited partnership is a commercial organization, they are entitled to receive a part of the profit due to them for a share in the share capital. They also have the right to supervise the business activities by reviewing the annual accounts and balance sheets of the partnership. In addition, they have the right to withdraw from the partnership at the end of fiscal year and get your input. It follows from this that they do not have the right to receive a share in the property upon exit, in contrast to general partners.

Termination of the activities of a limited partnership has a number of features. Firstly, the partnership is liquidated if not a single contributor remains in its composition. Secondly, in the event of the liquidation of the partnership, the limited partners have the 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 company name serves as an individualization of the partnership. By law, it must contain either the names of all general partners and the word “limited partnership” or “limited partnership”, or the name of one general partner with the addition of the words “and company”, and also indicating 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, the authorized capital of which is divided into shares in the amounts determined by the constituent documents.

Members of an LLC are not liable for its obligations and bear the risk of losses within the limits of the value of their contributions. 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, the excess of 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 from the establishment and activities of commercial organizations of this type. As practice has shown, on the one hand, such companies are most common in business activities, and on the other hand, it is in such societies that various financial abuses are quite common.

This should also include another limitation that exists 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 Builder".

Such a society involves, first of all, 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 relationship between the members of the company is 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 it must provide only the charter, approved by him. In other cases, constituent documents are approved and signed by the founders. It follows from this that the law classifies LLC as a statutory company.

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 and others, as well as information reflecting the specifics of the company. In particular, they should indicate: the size of the authorized capital and the size of the 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 as of 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 the participants during the first year of work. Failure to pay 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 made contributions to the authorized capital in full are jointly and severally liable for the obligations of the company. The legislator did not accidentally establish such rules. After all, the authorized capital is not only a necessary material base for the activities of an LLC, but also must guarantee the interests of its creditors, without misleading them regarding the financial and other material capabilities of a particular company with which they (creditors) enter into various legal relations that follow 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 the current regulations, a company after its registration 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 also have the right to demand early performance of obligations and compensation for losses. In addition, the company is allowed to increase the 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 a share in the authorized capital. By virtue of this, a member of the company may sell or otherwise assign (donate) his share in the authorized capital to other members of the company. This right of a participant cannot be limited by anyone, it is unconditional, since it concerns the internal relationships of the participants in the society. Otherwise, the possibility of alienating a share in the authorized capital by a third party, that is, one that is not part of the participants, is regulated. In principle, the legislation does not prohibit a participant (participants) from making such transactions. However, this issue is finally regulated only by the charter of the company. 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 third parties. Depending on what norm is written in the charter, these are the legal consequences.

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

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

The general meeting of the company's participants is the supreme governing body, which has its own exclusive competence. This means that on issues referred to the exclusive competence of the general meeting, no management 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 own initiative, but they cannot even be transferred, delegated by the general meeting to the executive body, for example, a director or directorate.

The following issues are assigned to the exclusive competence of the general meeting by legislation: changing the charter of the company, as well as the size of the authorized capital; formation of other governing bodies of the company; resolving issues of reorganization and liquidation of the company and others.

Issues related to the competence of the general meeting are determined by legislative acts. Members of the company when drawing up the charter must follow the requirements of the law.

The management bodies of the company can be both collegiate and sole. The General Assembly is a collegiate body. The quantitative composition of the executive bodies is determined by the charter of the company. From Art. 91 of the Civil Code of the Russian Federation it follows that the sole management body can be elected both from among 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-contract defines the rights and obligations of the director, the duration of the contract, incentives and liability for misconduct committed in the performance of labor duties, additional grounds for his dismissal. Order of conclusion employment contract and its termination is regulated by Art. 15 - 40, 254 of the Code of Labor Laws of the Russian Federation (Labor Code of the Russian Federation). In addition, civil law defines the conditions of activity and the responsibility of the person acting on behalf of the organization, and such a person in many cases is the head. 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 for the losses of 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.

The reorganization of a limited liability company can be carried out both by decision of its founders, and by force. Legislation defines the following forms of company reorganization: merger, accession, division, separation, transformation. During the transformation, succession occurs, that is, the transfer of part of the rights to newly formed legal entities in accordance with the separation balance sheet and the deed of transfer. Reorganization in the form of transformation means a change in the legal form. So, 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 to be reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of newly emerged legal entities.

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

The liquidation of an LLC is carried out in accordance with Art. 61-65 of the 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 measures. The liquidation of a legal entity is considered completed, and the legal entity 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 LLC, jointly and severally bear subsidiary liability for its obligations in the amount of a multiple of the value of their contributions to the authorized capital.

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

An additional liability company may be established by one or more persons;

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

In all other respects, the norms of the law applicable to LLCs apply to an additional liability company, with a number of exceptions that are due to the specific features of this organization. Firstly, in contrast to an LLC, participants in a company with additional liability jointly and severally bear subsidiary liability with their property in the same multiple for all of the value of contributions determined by the constituent documents of the company. Secondly, in the event that one of the participants becomes insolvent (bankrupt), his liability for the obligations of the company is distributed among the other participants in proportion to their contributions. The constituent documents may also provide for a different procedure for the distribution of 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 paragraph 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 divided into a certain number of equal shares, the rights to which are fixed in securities - shares.

Stock- 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 fixed in a security - shares.

The concept of "shareholder" means a citizen or legal entity that owns shares and is registered in the register of shareholders of the company. One share reflects the right to one share in the authorized capital. Acquisition of a share from a joint-stock company (purchase) means that the purchaser contributes the value 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 a share, it is indicated on the paper itself.

After the purchase of a share, the acquirer applies to the joint-stock company with a request to make changes in the register (list) of shareholders of this company so that the register contains new owner shares 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. AT this case The price of a share being sold may be different from its face value. If the joint-stock company is doing well, the price of its shares rises, and then they are sold at a price much higher than their nominal value. Well, if things go badly, the joint-stock company is on the verge of insolvency (bankruptcy), then the shares can be sold at a price below their face value. In such cases, shareholders are already trying to get rid of securities and save at least some amount of their money. The difference between the nominal value of shares and the one at which it is sold by the shareholders themselves is called exchange rate difference.

As a general rule, anyone can purchase as many shares as possible based on their purchasing power. At the same time, the charter of a joint-stock company may establish limits on the number of shares owned by one shareholder. Thus, the law does not establish restrictions, however, 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 have a large number of shares - a controlling stake, then all the threads of control pass to him or to 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 owning the majority of shares, while shareholders with 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 recorded on an independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, incur obligations, be a plaintiff and defendant in court.

The Company is independently responsible for its obligations. Shareholders bear the risk of losses associated with the activities of the company, within the value (nominal) of their shares.

Dividends – part of the net profit of the company, 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. Certain types activities, the list of which is also established by federal law, the company may be engaged only on the basis of a special permit (license).

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

Types of joint-stock companies

Legislation defines two types of joint stock companies: an open joint stock company (OJSC) and a 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 shares issued by it and their free sale. Thus, an unhindered change of shareholders is possible in an open joint-stock company.

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

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

The procedure for creating a joint-stock company

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

The creation of a joint-stock company by founding is usually carried out in two stages. The content of the first is that the founders enter into an agreement between themselves on the establishment of a joint-stock company. This agreement determines the procedure for their implementation of activities to establish a 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 a constituent document of the company, since it performs an auxiliary role. With this agreement, the founders clothe in a contractual form the entire preparatory work to create a society.

After all the preparatory work has been carried out, the charter of the company has been developed, the second stage of the creation of a joint-stock company begins. The founders at the general meeting decide on the establishment of a joint-stock company and approve its charter. At the same time, on such issues as the establishment of a company, the approval of the charter and some others, the decision is made by the founders unanimously.

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

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

State bodies and local self-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 for unfair competition will be created, since a company with the participation of state bodies and local governments will naturally have greater business opportunities than a company 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 be engaged in various economic activities: the production of industrial and agricultural products, trade, and consumer services. Each participant in a production cooperative is obliged to participate by personal labor in the work of the cooperative, which is one of its important features. Therefore, it is no coincidence that the production cooperative is also officially referred to as an artel.

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

The charter of a production cooperative should contain the following data: location, management procedure, the amount of share contributions, the procedure for the participation of members of the cooperative in its work, and much more. The property of a production cooperative is owned by it and is divided into shares. Management bodies are created in the 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 management 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.

Exceptional Competence - Competence that can only be exercised by supreme body management of a legal entity.

Termination of membership in a production cooperative can occur both at the request of a member of the cooperative, and in the event of his exclusion, as well as on other grounds (for example, in the event of death).

State and municipal unitary enterprises

unitary enterprise- a commercial organization that does not have ownership of the property assigned to it. The property of this enterprise is indivisible, which means the impossibility and inadmissibility of its distribution by shares, shares, including between employees. In this form, state and municipal enterprises can be created, and therefore their property is state and municipal property. The enterprise in relation to the property assigned to it has the right of economic management or operational management.

The concepts of "the right of economic management" and "the 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, which are established by the Civil Code of the Russian Federation.

The enterprise is not entitled to dispose of immovable property without the consent of the owner: sell, lease it, give it as a pledge. Real estate means: land plots and everything that is closely connected with land: buildings, structures. The company has the right to dispose of the rest of the property independently, at its own discretion.

The right of operational management - the right to dispose of property, both immovable and movable, only with the consent of the owner.

Property on the right of operational management is assigned to the created unitary enterprises, which are called "state". They can be established by decision of the Government of the Russian Federation on the basis of federally owned property (federal state enterprise). Such an enterprise is liquidated and reorganized only by decision of the Government of the Russian Federation. In the constituent documents of the enterprise, it must be indicated that it is state-owned.

Non-Profit Organizations – legal entities whose purpose is to meet 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 non-profit organizations.

More specifically, 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 profits received among the participants (Clause 1, Article 50 of the Civil Code of the Russian Federation and Clause 1, Article 2 of the Law of the Russian Federation “On Non-Commercial 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 meet the material and other needs of the participants, which is carried out by combining property contributions by its members. Consumer cooperatives by the nature of their activities are very diverse: housing construction, garage, gardening and others. Members of a consumer cooperative, as well as a production cooperative, may 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, where there are articles that determine the status and procedure for the work 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 the basis of membership in order to meet their own needs for goods and services, the initial property, which consists of share contributions. Citizens who have reached the age of 16 and legal entities can be shareholders of a consumer cooperative. 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-building, garage-building, 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 meet 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 the members of the cooperative or go to other needs determined by its general meeting.

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

Voluntary entry into the consumer society and exit from it;

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 by shareholders participating in the economic or other activities of a consumer cooperative, economic benefits;

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

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

The widest involvement of women in participation in management and control bodies;

Concerns about raising the cultural level of shareholders.

The only constituent document of a consumer cooperative is its charter, which is approved by the supreme body - the general meeting of members of the cooperative. The name of a 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 the right of ownership, and the shareholders retain only rights of obligation to this property. A consumer cooperative is liable for its obligations with its property; it is not liable for the obligations of shareholders. The losses of the cooperative are covered by additional contributions.

Funds

Funds are created by citizens or citizens and legal entities jointly, or only by legal entities. As a non-profit organization, the foundation aims to meet non-material needs. For example, consumer protection funds can be created. The Fund 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 entrepreneurship. In this case, the fund is subject to the general rules that determine the procedure for the entrepreneurial activities of non-commercial legal entities. To carry out entrepreneurial activities, funds create business companies or take part in them (for example, they act as shareholders of an open or closed company, establish limited liability companies, etc.). However, charitable foundations have the right to participate in economic companies only as their sole members (Article 12 of the Law on Charitable Activity).

One of the peculiarities of the foundation's legal status is that the foundation is obliged to publish annual reports on the use of its property. Internal control over the work of the fund is carried out by the Board of Trustees, which operates on a voluntary basis. It is created on the basis of the charter approved by the founders of the fund.

It is necessary to note the features of the process of liquidation of the fund. It can be liquidated only on the basis of a court decision. To make such a decision, the application of interested parties is necessary. 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 fulfill its goals and the probability of obtaining such property is illusory; if the fund deviates in its activities from the goals specified in the charter, and others (Article 119 of the Civil Code of the Russian Federation). Other grounds for the liquidation of the fund must be expressly stated in the law. In accordance with Art. 65 of the Civil Code of the Russian Federation, a fund may be recognized by a court decision as insolvent (bankrupt) on a general basis.

Institutions

A legal entity created by the owner for the purpose of performing non-commercial functions is recognized as such. It is fully or partially funded by the owner. Institutions are 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 rather limited. It (property) is assigned to the institution on the basis of the right of operational management. What is the essence of the right of operational management, you already know. For its obligations, the institution is liable only in cash, but in no case in property. If the institution does not have sufficient Money in order to pay off debts, then the owner should come to his aid as an additional (subsidiary defendant).

The constituent document of the 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 activities of the institution.

According to the legislation, 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 operation 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 part of any activity of a citizen.

Organizational and legal forms of non-profit organizations.

At any economic system not only functioning great amount firms, as mentioned above, but there are various types of them. This is primarily due to the diversityways of saving (minimizing) transaction costs.

The firm as a production unit and an instrument of entrepreneurial activity always has one or another organizational and legal form. From a legal point of view, a firm (enterprise) is an independent economic entity with the rights of a legal entity that combines under its management the factors of production - capital, land and labor - in order to produce goods and services.

Legal form is a complex legal regulations that determine the relationship of the participants of the enterprise with the whole world around. AT world In practice, various organizational and legal forms of enterprises are used, which are determined by the national legislation of individual countries. The laws give these enterprises the status of a legal entity that owns its own property and is liable for its obligations with this property, has an independent balance sheet, acts in civil circulation, in court, arbitration and arbitration courts on its own behalf.

Under current law in Russia There are the following organizational and legal forms of enterprises:

Rice. 1. Organizational and legal forms of enterprises

Concepts such as MP (small enterprise), JV (Joint Venture), cooperative, are now considered obsolete. They reflected not the legal status of the enterprise, but some of its economic features. So, MP is a characteristic of an enterprise in terms of the number of employees. For example, according to Russian legislation, in the sphere of services and trade, such is an enterprise with a staff of 15 to 25 people, in the field of science - up to 100 people, in industry and construction - up to 200. Why was such a category as MP singled out? All over the world, including ours, there are programs to support small businesses.

The concept of a joint venture is also purely economic, showing who created it. In our country, this form was used due to the fact that initially there was no complete clarity regarding the legal status of the joint venture. World experience suggests that about 90% of joint ventures are limited liability companies. Now in Russia and other CIS countries, joint ventures are also included mainly in this category. The law also allows the creation of a joint venture in the form of other companies.

Let us dwell on the characteristics of the main organizational and legal forms of entrepreneurial activity, the most common in the modern world economy. These include:

· sole proprietorship (private entrepreneurial) firm;

· partnership (partnership);

· corporation (joint stock company).

1. Private (sole) company is the oldest form of business organization. As the name implies, such a firm is owned by an entrepreneur who buys the factors of production he needs on the market. In other words, a privately held company is owned one person, which owns all its assets and is personally liable for all its obligations (is the subject of unlimited liability).

The owner of a classical private enterprise firm is central figure, with which the owners of all other factors of production (resources) enter into contracts. He usually owns the most important (interspecific) resource. Such a resource can be both physical and human capital (special intellectual, entrepreneurial and other abilities).

The purpose of a privately held company is owner's profit maximization- income remaining after all payments to the owners of factors. A privately held company should be distinguished fromcapitalist firm,owned by the owners of capital and aiming to maximize the return on invested capital. In addition, the functions of an entrepreneur in such a company are usually performed by a hired manager - manager.

Self-employed firms have a number of important advantages due to which they have become widespread in the business world, but at the same time they have significant disadvantages.

Among the obvious benefits should include:

1) ease of organization. Due to its simplicity, a business enterprise based on sole proprietorship is created without much difficulty;

2) freedom of action of the owner of the company. He does not need to coordinate the decisions made with anyone (he is independent in the conduct of all his affairs);

3) strong economic motivation(receipt of all profits, more precisely, the remaining income by one person - the owner of the company).

Flaws sole proprietorship:

1. limited financial and material resources. This is due not only to the lack equity but also difficulties in attracting credit resources. Lenders are very reluctant to provide loans to sole proprietors, believing that it is risky. Therefore, the main source of financing for private entrepreneurial activity is the owner's savings and funds borrowed from relatives, close friends, etc. Over time, capital can be increased by investing the profits in the business, but even in this case, the growth of the company will be slow. Therefore, in terms of size, individual enterprises, as a rule, are small;

2. lack of a developed system of internal specialization production and managerial functions(especially in small and medium enterprises);

3. certain tax issues. They arise because additional payments made by a private business firm, for example, for health and life insurance, are not considered by the tax authorities of some countries as its expenses and therefore cannot be excluded from profit when calculating the tax base (corporations, by contrast, enjoy tax benefits for such payments). The sole proprietor must pay such expenses from the profit remaining at his disposal after the payment of taxes;

4. difficulties in transferring ownership. No property of a sole proprietorship, unlike the property of corporations, can be transferred to family members during the life of the owner. This limits the flexibility of the sole form of business organization, creates additional problems in the accumulation of capital;

5. unlimited liability of the owner for all obligations assumed by his enterprise. If claims are brought against the company, including in court, its owner bears full personal responsibility before the court. This means that for
claims may be confiscated not only company property, but also personal property. A similar outcome happens
and in case of bankruptcy for other reasons. All this puts the sole proprietor in a risky position.

For these reasons, individual enterprises are short-lived, most of them are start-up firms, as well as such specific establishments as shops and farms, which remain efficient due to the small scale of production. According to some data, on average, out of 10 emerging firms, 7 cease their activities within 5 years.

Unlimited liability is the main disadvantage of sole proprietorship.Therefore, the owners of private firms in the XVII - XVIII centuries. "Let's go to the trick" - they introduced the so-called limited liability (Ltd - limited). The firm becomes an organization that includes a certain number of people. What does limited liability mean? This means that if a company is indebted to someone and cannot pay its debts, then in this case it is possible to sue only the company, but not its members. What will you have to pay in this case? Only what the company owns. Specific forms of such enterprises (limited liability partnerships) are discussed below.

2. Partnership (partnership) . This firm is like a sole proprietorship in every respect, except that it has more than one owner. AT full partnership all partners have unlimited liability. They are jointly liable for the obligations of the partnership. Persons who have joined an already existing partnership are liable, along with the old members, for all debts, including those that arose earlier, prior to their entry into this partnership.

In most cases, general partnerships are formed by legal entities (large enterprises). An agreement on their joint activities in any area can already be considered as the formation of such a partnership. In such cases, neither the charter nor even the registration of the partnership is required.

Overcoming in a certain sense the financial and material limitations of sole proprietorship, partnerships create some new inconveniences and difficulties. First of all, this refers to the selection of partners. Since one of the partners may bind the partnership with certain obligations, partners should be carefully selected. In most cases there is a formal agreement, or partnership agreement; it defines the powers of each partner, the distribution of profits, the total amount of capital invested by partners, the procedure for attracting new partners and the procedure for re-registration of the partnership in the event of the death of any of the partners or his withdrawal from the partnership. Legally, a partnership ceases to exist if one of the partners dies or withdraws from it. In such cases, it is rather difficult to resolve all issues and restore partnership.

For the reasons mentioned, many consider partnership is an unattractive form of business organization.

In partnerships, the decision-making process is also difficult, since the most important of them must be taken by a majority vote. To simplify the decision-making process, partnerships establish a certain hierarchy, dividing partners into two or more categories according to the degree of importance of the decision that each partner can make. It also defines the cases in which he must transfer decision-making power to the firm.

A modified form of a full partnership is a mixed (limited) partnership. Its main feature is that along with one or more participants who are liable to the creditors of the partnership with all their property, there is one or more participants whose liability is limited to their contribution to the capital of the company. Those participants who are responsible for the risk with all their property are internal members of the society and are called full partners, or complementaries. The rest, who risk only within the limits of their contribution, are external participants (contributors) and are called limited partners.

As a rule, complementaries are in charge of affairs in a limited partnership. They lead society and represent it. Contributing partners do not participate in commercial transactions. They are, strictly speaking, the partnership's investors. In terms of internal relationships, the functions of managing a firm are usually carried out with the consent of the limited partners.

Many people are well aware of the names “Johnson, Johnson and Co.”, “Ivanov, sons and Co.”, etc. from history, scientific and fiction literature. These are limited partnerships. In modern conditions, the form of a limited partnership is often used to finance enterprises engaged in real estate transactions.

Limited partnerships in some cases may issue shares in the amount of contributions from external participants. Such participants are called joint-stock limited partners, and the company is called joint-stock limited partner.

For reasons of payment of taxes, a limited liability company may be accepted as the sole complementary partner in a limited partnership. Such education is called limited liability partnership. Its advantage is that from a tax point of view it is a partnership, and from a civil law point of view it makes it possible to transfer unlimited liability to a limited liability company, which becomes the sole bearer of unlimited liability and, as a rule, has only a small capital.

In our country, the form of a mixed limited partnership has not yet become widespread, but it may be useful in some cases.For example,if a private person (persons) who has an idea and a solid enterprise that has decided to take this idea into service do not have money to implement it, a mixed partnership is created: a private person enters into it with limited liability, an enterprise with a full one. In this case, the enterprise acts as a guarantor for a bank loan, which, under the control of the enterprise, is managed by a private person.

A limited partnership (limited liability company) is an association that is formed on the basis of predetermined contributions of shareholders. Its members (individuals and legal entities) are not responsible for fulfilling the obligations of the society, but risk only within the limits of their contributions. This is the meaning of the concept "limited liability". In the names of foreign companies, and now some of ours, you can often see the word "limited" (abbreviated as Ltd), which means "limited liability".

In limited liability companies, in most cases there are close relationships between partners. For this reason, they are very suitable for organizing family businesses. If all the property of a society is concentrated in one hand, then it becomes a "society of one person."

In order to establish a limited liability company, it is necessary to conclude memorandum of association, which determines the name of the company, location and direction of the enterprise, as well as indicates the size of the authorized capital and the share participation in it of members of the company.

Minimum authorized capital in different countries it is different: in Austria it is 500 thousand shillings, in Germany 50 thousand marks, in Hungary - 1 million forints,in Russia - 10 thousand rubles , in Ukraine - 869 hryvnia. In addition to cash, it is also possible to establish a company with contributions in the form of material assets (cars, land plots, licenses).

The rights of society members are exercised on meetings of members of the society held at least once or twice a year. The meeting has the right to make the most important decisions, in particular, approve the annual balance sheet, determine the distribution of profits, draw up an estimate of expenses, elect and re-elect the director of the company, give him instructions on a wide variety of issues. Control over the activities of the company is carried out audit committee (in Western countries - the supervisory board), whose members are appointed by the general meeting.

3. Corporation (according to Russian law - a joint-stock company) is an impersonal enterprise with the right of a legal entity, created in a permissive manner and having authorized capital, divided into a certain number of equal shares - shares.

The main distinguishing feature of this form of business organization is that the joint-stock company operates independently of its owners. The liability of the members of the company, who are called shareholders, is limited to the nominal value of the shares acquired by them.

Limited Liability - Important advantage over sole proprietorship or partnership. A joint stock company may raise funds in its own name without imposing unlimited liability on its members. Consequently, in the event of claims against a joint-stock company, the law prohibits the confiscation of the personal property of its owners.

Shareholders are entitled to a share of the corporation's earnings. The portion of the profit paid to the shareholder is called dividend. The part that is not paid out as dividends is called retained earnings.

Dividends are traditionally calculated as a percentage of the nominal value of a share, and in recent years in some countries - in absolute amounts per share (which is more reasonable). Dividends in the form of shares (“bonus” issues) do not provide for cash payments. In terms of attracting new share capital dividend income is the main component of the value of such capital.

Another important advantage of the corporation is the right of shareholders to transfer their shares to others(if these are not registered shares). In addition, the corporation continues its activities in the event of the death of individual shareholders, and when one of the shareholders wishes to sell their block of shares.

Joint stock companies are of two types − open and closed.

Stockopen societies distributed in free sale on the terms established by laws and other legal acts. Joint-stock companies of an open type are created in order to collect large capital. The shares of such a company may be listed on the stock exchange. This implies the complete openness of the society and careful control over its activities. An open joint stock company is obliged to annually publish for general information the annual report, balance sheet, profit and loss account.

A joint-stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized closed. Such a company, under Russian law, is not entitled to conduct an open subscription for shares issued by it. The number of participants in a closed joint stock company must not exceed the number established by the law on joint stock companies; otherwise, it is subject to transformation into an open joint-stock company within a year, and after the expiration of this period, to liquidation by judicial procedure, if the number of shareholders is not reduced to the limit established by law.

For these reasons, a closed joint stock company is the most suitable legal form for enterprises such as medium-sized industrial and commercial organizations that do not require large funds to operate; risky (venture) firms. The latter are created to work out some new commercial idea by a group of people who are ready to finance the enterprise until it becomes clear that it is necessary to raise additional capital through the securities market and become an open joint-stock company. In business practice, closed-type joint-stock companies are much more numerous than open-type companies, although the average amount of capital is noticeably larger for the latter.

Currently, joint-stock companies are the most common form of entrepreneurship, forming a kind of "armature" of the world economy. This is partly due to the fact that their activities are well established in practice.

The first predecessors of joint-stock companies appeared in the 15th-16th centuries, whenbanks of St. George in Genoa and St. Ambrose in Milan. In the 17th century major trading companies: Dutch East India Company (1600), French "Company des Ende ocidantal" (1628). By this time, the concept of “share”, so well-known today, appeared for the first time in the charter of the Dutch East India Company, the participants of which were called shareholders.

The joint-stock form received the greatest development with the transition to capitalism.In pre-revolutionary Russia it was also well known: the number of joint-stock companies in 1916 numbered in the thousands.

An important reason for the wide distribution of joint-stock companies is the ability to concentrate gigantic capital within their framework, which makes it possible to solve the most complex economic problems. A significant advantage of joint-stock companies in comparison with other types of partnerships is also the presence of a market where you can freely buy or sell securities. All this predetermined the wide distribution of joint-stock companies in industry, trade, banking and insurance, and in other areas of the economy. The only exception is agriculture, where joint-stock companies, due to the specifics of the industry, have not been widely developed. In the US alone, there are now over 3 million corporations that produce most of the country's gross national product.

One of the disadvantages of a joint-stock company can be considered a procedure for paying taxes, providing for double taxation: taxes on profits, which reduce the amount of income due to shareholders, and taxes on dividends received by shareholders.

Less important disadvantages are time spent on registering a joint-stock company and bureaucratic procedures that must be passed in the process of creating a society.

By its economic nature, method of organization and activity, a joint-stock company is a form of collective entrepreneurship. However, the division of the authorized capital into a certain number of equal shares (shares), which can be acquired by different persons, gives the form of joint stock the nature of private corporate entrepreneurship.

cooperative - this is a society whose activities are aimed, in principle, not at generating income, but at providing assistance and assistance to members of the society.

The founders of modern cooperatives are considered 28 workers from the city of Rochdale (England). In 1844, saving a few pence a week, they raised an initial capital of 28 pounds, with which they rented a shop and began a small trade in flour, oatmeal, sugar, butter and candles. The profit from this enterprise was divided among the members in proportion to the number of their purchases.

Such societies are called consumer cooperative societies. Along with them, there are production cooperative societies created by producers. In Russia, cooperatives have become widespread primarily in production activities, in the service sector and trade-intermediary area. The cooperative form of entrepreneurship is characterized by the establishment close connection of the members of the cooperative with the cooperative itself. The cooperative is a legal entity, and therefore a subject of law.

In modern business practice, turnover cooperatives occupy a relatively small share, although they are common in many countries. This is explained by a number of circumstances, and above all by the fact that cooperative enterprises tend to "decapitalization" of income, which reduces production efficiency innovation process, complicates structural transformations.

On the other hand, this form has clear advantages, among which one of the most important is high motivation due to the unity of property and labor. But it works only if instead of the impersonal "collective property", which, in essence, means the property of the collective, there is the property of the members of this collective. In the United States, for example, the term "employee property" is used to characterize such enterprises. It is much more accurate, since the property of an employee is a kind of private property, which differs from classical private property in that the owner must simultaneously work in the enterprise, of which he is a co-owner, and there is a certain mechanism that ensures his participation in the management of the enterprise.

It should be noted that in the United States, not state, but private property is transformed into the property of workers. Moreover, this process is encouraged in every possible way, since, according to available data, labor productivity in enterprises with employee ownership is on average 10% higher than in other types of enterprises. In recent years, the US Congress has adopted more than 20 federal laws, in one form or another, primarily through tax incentives that stimulate the development of employee ownership. Now there are more than 11 thousand enterprises in the country that are fully or partially owned by workers. They employ about 12 million people. Several centers have emerged dealing with the problems of workers' property, both in theoretical and purely applied terms.

At the heart of the emergence and development of this kind of collective-private entrepreneurship lies scientific and technological revolution. It caused the development of knowledge-intensive industries, increased the role and proportion of knowledge workers. They cannot be set a rhythm of work with the help of a conveyor, and even the most common control over their work is ineffective. Such workers work with return only when they have the appropriate motivation. The position of the owner best contributes to the emergence of such motivation. As a result, first dozens, and then hundreds and thousands of firms began to appear, sometimes employing only a few people. But this fragmentation is compensated by the fact that an increasing number of people participate in social production not just as hired workers, but as owners with completely different incentives to work.

In large industries, which for technological reasons cannot be divided into small private enterprises, a similar problem is solved by transforming traditional private property into the property of workers. Moreover, the supporters of such a transformation are often the entrepreneurs themselves, who understand that by ceding part of their property to their employees, they increase the efficiency of their work and more than compensate for that part of the profit that they will have to give in the form of dividends to the co-owners who have appeared.

In Russia and other CIS countries, enterprises based on the property of workers are just being created. The attitude towards them in society is ambiguous. Among scientists, for example, there are many critics "people's enterprises", often referring to the Yugoslav experience of "workers' self-government", which, as you know, has not stood the test of time. However, this misses the point: in the Yugoslav experiment, workers' property was neither created nor used. An impersonal collective property dominated there, which did not really belong to either the workers or the state.

The attitude of labor collectives in our country to "people's enterprises" is very friendly, which means that in the course of further privatization they will become widespread. But in order for such enterprises not to become a kind of Soviet collective farms, a comprehensive study of the Western experience of their organization is necessary. And today this experience is not limited to the American one. At one time, the EU Council adopted recommendations on the implementation of programs for the transition to "workers' ownership" (ESOP program) in all Western European countries. As a method of privatization, the ESOP program has also begun to be widely used in Poland, Hungary, the Czech Republic, and Slovakia.

At the same time, it would be a mistake to extend workers' ownership to the entire economy. Western countries have achieved success in socio-economic and scientific-technical development because they created conditions for the development of various forms of ownership and entrepreneurship. In the same USA, out of 19 million enterprises of various kinds, 70% are enterprises of individual ownership, 10% are partnerships (owned by two or more persons), 20% are corporations or joint-stock companies.

State enterprise . In many countries of the modern world, the active entrepreneur is the state, which owns from 5-10 to 35-40% of the fixed capital. In the former socialist countries, the state owned the vast majority production assets, which made it, in essence, the only economic entity in the economy.

In the mid-1980s, the share of public sector enterprises in value added was: in Czechoslovakia - 97%, in the GDR - 97,in the USSR - 96, in Yugoslavia - 87, in Hungary - 86, in Poland - 82, in France - 17, in Italy - 14, in Germany - 11, in England - 11, in Denmark - 6, in the USA - 1%.

From the above data, it can be seen that in the so-called socialist countries dominated " public economy”, while in the Western world the state was given a relatively limited field of activity. However, by the standards of a market economy, the scale of activity turned out to be too large, which prompted the governments of Western countries to take the path of privatization. This privatization is not as grandiose as in the Eastern European countries and the CIS, but is important trend towards expansion of the non-state economy.

At the same time, even under these conditions, many state-owned enterprises play a significant role in the national economy, and sometimes are leaders among industrial firms.

For example, in Italylist of the largest industrial enterprises head of state organizations -IRI(acts in ferrous metallurgy, shipbuilding and mechanical engineering, aviation, automotive, electronic, electrical and other industries, sea and air transport, telephone and telegraph communications, radio and television broadcasting), ENI(oil and gas production, trade in petroleum products);in France - "Elf-Akiten"(extraction and refining of oil, production of petroleum products, chemical industry, healthcare, perfumery and cosmetics), Renault(produces cars and trucks, sports cars) ; in Finland - "Neste" (oil refining and retail oil products).

Thus, existence in market economy more or less large public sector requires clarification and clarification of some problems of its economic content, emergence and organizational design.

signs state enterprise. A state enterprise is a production unit characterized by two main traits.

First lies in the fact that the property of such an enterprise and its management are fully or partially in the hands of the state and its bodies (associations, ministries, departments); they either own the capital of the enterprise and have undivided authority to dispose of it and make decisions, or they unite with private entrepreneurs, but influence and control them.

Second concerns the motives for the operation of a state enterprise. In its activities, it is guided not only by the search for the greatest profit, but also by the desire to satisfy social needs, which can reduce economic efficiency or even lead in some cases to losses, which, however, are justified.

Textbook / Korsakov M.N., Rebrin Yu.I., Fedosova T.V., Makarenya T.A., Shevchenko I.K. and etc.; Ed. M.A. Borovskoy. - Taganrog: TTI SFU, 2008. - 440s.

1. Manufacturing enterprise- the leading link in the economic development of the country

Organizational and legal form (OPF) is a system of organizational and legal conditions for the functioning of organizations established by law and other regulatory documents in order to streamline their activities.

Organizational and legal forms of organizations in accordance with the Civil Code of the Russian Federation are shown in fig. 1.11. Commercial organizations include:

1. General partnership (PT);

2. Partnership on faith (limited partnership) (TV);

3. Limited Liability Company (LLC);

4. Society with additional liability (ALC);

5. Closed Joint Stock Company (CJSC);

6. Open Joint Stock Company (OJSC);

7. Subsidiary business company (DHO);

8. Dependent economic company (ZHO);

9. Production cooperative (PC) (artel);

10. State (municipal) unitary enterprise based on the right of economic management (MUP);

11. State unitary enterprise based on the right of operational management (SUE) or Federal State Enterprise.

Rice. 1.11. Organizational and legal forms of organizations

The characteristics of commercial organizations by OPF and the main features are given in Table. 1.1.

Along with the OPF of organizations, there are so-called organizational and economic forms of interaction. The organizational and economic forms of interaction between enterprises include:

a) A concern (holding) is a diversified joint-stock company that controls enterprises through a participation system, i.e. the concern acquires a controlling stake and, on the basis of this, imposes its policy on enterprises.

b) Association is a soft form of association of economically independent organizations on the basis of voluntary interaction, i.e. enterprises may, in addition to associations, be members of other associations.

c) A consortium is an association of entrepreneurs for the purpose of conducting large financial transactions.

d) A syndicate is an association of sales of products by enterprises of the same industry in order to eliminate excessive competition.

e) A cartel is an association of enterprises for joint interaction in the field of product marketing.

f) The financial-industrial group is an association of industrial, banking, commercial, scientific, technical and insurance capital for solving large-scale problems.

Table 1.1
Characteristics of commercial organizations by main features
	Organization: a) founding documents b) participants	Authorized capital		Profit distribution	Control (including the supreme body)	Note
	General partnership (PT): a) memorandum of association; b) participants - individual entrepreneurs and (or) commercial organizations		Solidary. Subsidiary liability with all your property	In proportion to the share of the contribution of each participant	Control by common agreement of all participants (joint conduct of business or assignment to one or more participants)	The participant is obliged to participate in the activities of the PT. PT does not have the right to issue shares
	Limited Partnership (TV)
	2.1. Full comrades
	2.2. Contributors (limited partners):		Only with your contribution	proportionally	Can't accept	Not involved in TV activities
	a) memorandum of association;			contribution share	participation in management
	b) the same as PT + contributors
	(commandists)
	may be citizens and legal entities

Continuation of table 1.1
	Organization: a) founding documents b) participants	Authorized capital	Risk of loss, liability	Profit distribution	Control (including the supreme body)	Note
	Limited Liability Company (LLC): a) memorandum of association. Charter;	Warehouse, divided into shares (deposits)	Members of an LLC are not liable for its obligations. Risk of loss within deposits	In proportion to the share of the contribution	The supreme body is the general meeting of founders. Executive body - collegiate or sole	A member of an LLC has the right to sell or assign his share to other members of the LLC or to third parties. A member of an LLC may or may not work for an LLC.
	Additional Liability Company (ALC): a) memorandum of association, articles of association; b) participants - citizens and legal entities		ALC participants jointly and severally bear subsidiary liability with their property, a multiple of the contribution

Continuation of table 1.1

Organization: a) founding documents b) participants

Authorized capital

Risk of loss, liability

Profit distribution

Control (including the supreme body)

Note

Joint Stock Company (JSC): closed JSC (CJSC) open JSC (OJSC): a) the charter of the joint-stock company; b) citizen participants and legal entities

Warehouse, divided into shares

Shareholders are not liable for its obligations. Risk of loss within the share price

In proportion to the value of common and preferred shares

The supreme body is the general meeting of shareholders. Board of Directors (Supervisory Board). Executive body ─ directorate or director

OJSC shareholders may freely alienate their shares to third parties. CJSC - shares are distributed only among its founders or other predetermined circle of persons.

Subsidiary business company (DHO)

1. A business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise, has the ability to determine decisions made by such a company 2. DHO is not liable for the debts of the main company (partnership). The parent company (partnership), which has the right to give instructions to the subsidiary, including under an agreement with it, instructions that are mandatory for it, is jointly and severally liable with the subsidiaries for transactions concluded by the latter in pursuance of such instructions. In case of insolvency (bankruptcy) of a subsidiary due to the fault of the main company (partnership), the latter bears subsidiary liability for its debts

Dependent business company (ZHO)

A business company is recognized as dependent if another (predominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the charter capital of a limited liability company.

End of table 1.1

Organization: a) founding documents b) participants

Authorized capital

Risk of loss, liability

Profit distribution

Control (including the supreme body)

Note

Production cooperative (PC) (artel): a) the charter approved by the general meeting of its members; b) voluntary association of citizens on the basis of membership for joint economic activities

The property of a PC consists of property shares (contributions) of participants with the formation of an indivisible fund

Subsidiary liability in the amount and manner, statutory about the PC and the charter

In accordance with labor participation

The supreme body is the general meeting of members. With more than 50 members, a supervisory board may be established. Executive body ─ the board and (or) its chairman

The number of members is at least 5. PC ─ joint activities based on personal labor or other participation.

State (municipal) unitary enterprise based on the right of economic management: a) the charter approved by the founder (owner); b) owner

Property is state or municipal property assigned to an enterprise on the basis of economic management rights. The authorized capital is fully paid by the owner

The owner of the property is not liable for the obligations of the enterprise, just as the enterprise is not liable for the obligations of the owner. The company is liable for its obligations with all its property

The owner of the property is entitled to a portion of the profits

Managed by a manager appointed by the owner

The company does not have the right to dispose of real estate without the consent of the owner

Continuation of table 1.1
	Organization: a) founding documents b) participants	Authorized capital	Risk of loss, liability	Profit distribution	Control (including the supreme body)	Note
	State unitary enterprise based on the right of operational management (Federal State Enterprise). a) the Charter, approved by the Government of the Russian Federation; b) owner	Property is federal property assigned to the enterprise on the basis of operational management rights	Russian Federation bears subsidiary liability for the obligations of a state-owned enterprise in case of insufficiency of its property	The distribution of profit is determined by the owner of the property		The company does not have the right to dispose of property without the consent of the owner

The article was published in the collection of scientific works of VNIETUSH "Land and agrarian reforms in Russia: problems and experience", 1998

The Civil Code (CC) of the Russian Federation provides for various organizations. With the exception of peasant (farmer) farms (KFH), they have the status of organizational and legal forms (OPF) or their varieties.

These organizations differ from each other in a number of parameters, the most significant of which relate to the area of ​​their management (features of the adoption management decisions, the procedure for the formation of management bodies, the measure of responsibility, etc.). Practice shows that the above differences require a selective approach to the choice of BPF. Therefore, right choice OPF is one of the ways to improve production efficiency.

In developed countries, this problem is given serious attention. For example, German scientists K. Boehme and D. Shpaar believe that “Each legal form of agricultural enterprises has advantages and disadvantages. Maximizing the advantages and minimizing the disadvantages is a decisive condition for the future of all legal forms of business.” It should be noted that the developments of Western scientists in this area are not suitable for use in Russia. This is explained by the difference in tax systems, the discrepancy between the types and characteristics of the OPF.

As experience shows, managers and specialists of Russian farms are aware of the need for a well-founded choice of the enterprise's OPF. At the same time, science and practice have not yet accumulated sufficient experience in this important issue. The following facts serve as clear confirmation of this: in the Moscow region, most agricultural enterprises are closed joint-stock companies (CJSC); in recent years, in the Oryol region, mainly TNV - limited partnerships have been created, and in the Nizhny Novgorod region - the formation of LLC - limited liability companies.

A survey conducted by us in 23 agricultural enterprises of the Moscow and Ryazan regions showed that their leaders do not have a sufficient understanding of the OPF provided for by the Civil Code of the Russian Federation. In general, from the analysis of conversations with farm management, it follows that the current template approach to the selection of the BPF is based on 2 reasons: the lack of information and reference materials that would allow farm managers to study the features of various organizational and legal forms and conduct them comparative analysis; the lack of recommendations on the choice of BPF depending on the specific circumstances.

Almost all the interviewed managers have the Civil Code of the Russian Federation and other legislative acts from which they can obtain information on the OPF. At the same time, managers note that they do not have time for a qualitative study of not only these documents, but also other important legal issues. They explain this by the lack of conditions for efficient management. Managers are "stuck by turnover" due to the fact that they have to solve daily problems of survival. In addition, according to the leaders, the information on the BPF in the Civil Code of the Russian Federation is not presented clearly enough, which makes it difficult to master it.

Thus, today the practice needs information and reference and methodological developments, which would help managers of farms: to study the features of the BPF; to make an objective choice of the OPF. This material has been prepared with the aim of providing practical assistance to the management of enterprises in solving these two problems.

The implementation of the first task was carried out as follows: according to the wishes of the leaders, several versions of information and reference materials were developed; then they were held expert review experienced employees of the management of farms; at the final stage, the material was finalized taking into account the comments of experts, agreed with a lawyer who knows the practice of reorganizing enterprises.

For ease of perception, the prepared material is formulated in schematic and tabular forms. So, in fig. 1 gives the structure of organizational and legal forms. A preliminary acquaintance with this scheme, according to managers, gives them the opportunity to immediately get a general idea of ​​​​organizational forms.

Table 1 formulates the definitions of organizational and legal forms. And table 2 contains information characterizing the main provisions of the OPF: types of membership, existing restrictions, constituent and other documents required for registration, bodies and basic principles of management, the degree of responsibility of participants for the obligations of the enterprise, the nature of the distribution of profits based on the results of economic activity, the procedure for exiting a participant and calculations with them, positive and negative sides. Experience has shown that the presence of the specified information and reference material allows managers to sufficiently study the features of the BPF, and provides significant assistance in their selection.

The second task - preparation of proposals for the choice of OPF - was solved on the basis of an analysis of the characteristics of various organizational and legal forms, surveys of managers and specialists of farms, and a study of the preliminary results of the work of a number of reorganized enterprises in the Moscow and Ryazan regions. As a result, it was found that the main role in the choice of BPF belongs to the factors that determine the effectiveness of management. These include: features of the leader (the degree of compliance with the requirements of the position, the level of confidence in him on the part of the participants); the ratio of the level of qualification of the head and other employees of management; characteristics of participants (number, relationships, share of employees in the farm); parameters of the enterprise (the number of employees, the area of ​​agricultural land, the compactness of the territory and location of facilities, the state of the economy), the level of development of the production base (production, processing, storage), the availability of reliable and efficient sales channels, the degree of production risk, the need to increase confidence on the part of creditors, availability of choice for participants, etc.; features of state policy in the field of agriculture (the presence of tax incentives currently stimulates the creation of peasant farms).

In some regions, in particular Oryol, financial (including gratuitous and concessional lending) and organizational support is provided to consumer cooperatives, which also contributes to an increase in their number.

Table 1. The structure of organizational and legal forms provided for by the Civil Code of the Russian Federation

Name of OPF	Short title	Definition
Commercial organizations		Organizations whose main goal is to make a profit and distribute it among the participants
Business partnerships		Commercial organizations in which contributions to the share capital are divided into shares of the founders
General partnership	Fri	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 share capital of the PT, but also with their property
Faith partnership	TNV	A partnership in which, along with general partners, there is at least one participant of a different type - a contributor (limited partner) who does not participate in entrepreneurial activities and bears risk only within the limits of his contribution to the share capital of TNV
Business companies		Commercial organizations in which contributions to the authorized capital are divided into shares of the founders
Limited Liability Company	OOO	A business company, the participants of which are not liable for its obligations and bear the risk only within the limits of their contributions to the authorized capital of the LLC
Additional Liability Company	ODO	A business company, the participants of which jointly and severally bear subsidiary (full) liability for its obligations with their property in the same multiple for all of the value of their contributions to the authorized capital of the ALC
Public corporation	JSC	A business company, the authorized capital of which is divided into a certain number of shares, the owners of which can alienate their part without the consent of other shareholders. Shareholders bear risk only to the extent of the value of their shares
Closed Joint Stock Company	Company	A joint-stock company whose shares are distributed only among its founders or other predetermined circle of persons. Shareholders of a CJSC have a pre-emptive right to acquire shares sold by its other shareholders. Shareholders bear risk only to the extent of the value of their shares
Subsidiary business company* (subtype of business company, not OPF)	DRL	A business company is recognized as a subsidiary if the decisions it makes, due to one circumstance or another, are determined by another business company or partnership (predominant participation in the authorized capital, according to an agreement or otherwise)
Dependent economic company* (a subtype of a business company, not an OPF)	ZHO	A business company is recognized as dependent if another company has more than 20% of the voting shares of a joint-stock company or more than 20% of the authorized capital of a limited liability company (LLC)
Production cooperatives		Voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and association by its members of property share contributions (to the cooperative's share fund)
Agricultural artel (collective farm)	SPK	A cooperative created for the production of agricultural products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (has the right to vote only in certain cases provided for by law)
Fishing artel (collective farm)	PKK	A cooperative established for the production of fish products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (the right to vote is vested only in certain cases provided for by law)
cooperative economy (koopkhoz)	SKH	A cooperative created by the heads of peasant farms and (or) citizens running personal subsidiary farms for joint activities in the production of agricultural products based on personal labor participation and the combination of their property shares (land plots of peasant farms and private household plots remain in their ownership)
Unitary enterprises		A unitary enterprise is recognized as an enterprise that is not endowed with the right of ownership of 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
municipal enterprise	MP	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 the authorized state body or local self-government body
Peasant (farm) economy* (not an OPF)	KFH	The legal form of the organization of agricultural production, the head of which, from the moment of its state registration, is recognized as an individual entrepreneur, is vested with the right to make all decisions on its management, bears full responsibility for her obligations. Within the framework of the KFH, its members unite their property, take part in its activities by personal labor. For the obligations of the KFH, its members are liable within the limits of their contributions
Non-Profit Organizations		Organizations that do not pursue the goal of making a profit and do not distribute the profits received among the participants
consumer cooperative	PC	Voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of participants, carried out by combining property shares by its members. Provides 2 types of membership: member of the cooperative (with the right to vote); associate member (has the right to vote only in certain cases provided for by law)
Public and religious organizations		Voluntary association of citizens on the basis of common interests to meet 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 useful goals. 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-commercial nature and financed by him in whole or in part
Associations of legal entities		Associations (unions) created by legal entities in order to coordinate business activities and protect their property interests. Members of the association retain their independence and the rights of a legal entity

Table 2. The main characteristics of the organizational and legal forms provided for by the Civil Code of the Russian Federation

Types of OPF	Membership types, restrictions	Registration documents	Control	A responsibility	Profit	Exit	Pros and cons
OOO		Charter, memorandum of association, minutes of the organizational meeting, application for registration	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.		Upon withdrawal, the participant has the right: to receive a share in money, in kind, to transfer part of it or all of it to another person (participants in this have an advantage over third parties).	If the number of participants exceeds 15-20, then the feeling of ownership and efficiency of management decreases. LLC is preferable if the participants do not want to transfer all management rights to a narrow circle of people.
ODO	Provides one type of membership - member. It can be an individual or a legal entity (their possible number is from 1 to 50). Another company cannot be the only member if it consists of 1 person.	Charter, memorandum of association, minutes of the organizational meeting, application for registration	Governing bodies: general meeting of participants, management. The number of votes of a participant is proportional to the share of his contribution to the authorized capital (unless otherwise provided).	Participants are jointly and severally liable with their property in an equal for all multiples of the value of their contributions. Responsibility for the obligations of the bankrupt participant is transferred to other participants.	The profit allocated for dividends is distributed among the participants in proportion to their shares in the authorized capital.	When leaving the ALC, the participant has the right: to receive his share in money, in kind, to transfer part of it or all of it to another participant (participants in this have a preemptive right over third parties).	The number of participants will be established by law. ALC is preferred if the participants have highly qualified, trust each other. The high responsibility of the participants contributes to the improvement of the quality of their activities, the growth of trust in them by other organizations
Company	One type of membership is a shareholder. It can be an individual or a legal entity (the number is not limited). Another company cannot be the sole shareholder if it consists of 1 person. Shares are distributed only among the founders or a predetermined circle of persons.					In order to “leave” a CJSC, a shareholder sells his shares to the company or its shareholders. A shareholder leaving for the creation of a peasant farm is allocated a land plot and property in accordance with the charter.	This form is preferable if: participants do not want to entrust management to a narrow circle of qualified employees (or if there are none); Participants want to limit their composition to a predetermined circle of people
JSC	One type of membership is a shareholder. It can be an individual or a legal entity (the number is not limited). Another economic company cannot be the sole shareholder if it consists of 1 person.	Charter, memorandum of association, application for registration	Governing bodies: general meeting of shareholders, supervisory board, board (management) headed by the chairman (director). The share of preferred (non-voting) shares must not exceed 25%.	Shareholders are liable to the extent of the value of their shares.	Dividend profit is distributed among shareholders in proportion to the number of shares they own.	In order to "leave" the OJSC, the shareholder sells all his shares to any person. A shareholder leaving for the creation of a peasant farm is allocated a land plot and property in accordance with the charter.	The number of shareholders is not limited. In agriculture, OJSCs proved to be inefficient. Preferred if it is necessary to make large capital investments (by attracting potential investors to the participants).
DRL	Participants can be individuals and legal entities (partnerships, companies). DHO does not have the right to independently determine its decisions, as it depends on another economic (main or parent) company, partnership.	Charter, memorandum of association, application for registration		The participant (main or parent company) is liable for the debts of the DHO, if they arose due to his fault. DHO is not liable for the participant's debts.	The profit allocated for dividends is distributed among the participants in proportion to their shares in the authorized capital.		DHO is not liable for the debts of the main (parent) company (partnership). However, DRL depends on the main one.
ZHO	Participants can be individuals and legal entities (companies). A business company (JSC or LLC) is recognized as dependent if: more than 20% of the voting shares of the JSC or more than 20% of the charter capital of the LLC belongs to another, the so-called. dominant or participating society. The number of participants is not limited.	Charter, memorandum of association, application for registration.	Governing bodies: meeting of participants, board, chairman.	The Participant is liable within the limits of the value of his shares or stake in the charter capital of the WCO.	Profit allocated to dividends is distributed among the participants in proportion to the number of shares they own or shares in the authorized capital.	In accordance with the constituent documents, depending on the type of OPF.	ZHO is not liable for the debts of the dominant participant (JSC, which owns more than 20% of voting shares or more than 20% of the authorized capital of LLC). However, the WCO depends on the prevailing society.
TNV (faith partnership)	There are two types of membership - full fellow and contributor. General partners can be individual entrepreneurs (IP) and (or) commercial organizations. Contributors can be citizens and legal entities. There must be at least 1 general partner and 1 contributor in TNV. You can only be a general partner in one partnership. The number of general partners and contributors is not limited.	Memorandum of association, protocol of the organizational meeting, statements from general partners (they become individual entrepreneurs), application for registration of TNV	Governing bodies: meeting of general partners, authorized (director) TNV. The number of votes of general partners, as agreed by the parties, is stipulated in the memorandum of association (recommendation: in proportion to shares in the share capital).	General partners are liable with all their property, investors - the risk of losses in the amount of the value of their contributions to the share capital.	Profit allocated to dividends is distributed among general partners and investors in proportion to their shares in the share capital. First of all, dividends are paid to investors. The amount of dividend per unit of contribution for general partners cannot be higher than for investors.	When leaving the TNV, the general partner receives a share in the share capital, and the investor receives the value of his contribution. A general partner has the right: to transfer part of the share or all of it to another participant (to a third party - with the consent of the general partners). the depositor does not need such consent.	Management is efficient. General partners must be like-minded, 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.
Fri (general partnership)	One kind of membership is a full fellow. They can be individual entrepreneurs (IP) and (or) commercial organizations. A person can only be a member of one PT. The number of participants is at least two.	Memorandum of association, minutes of the organizational meeting, applications for IP and registration of PT.	Governing bodies: meeting of participants, authorized (if provided). Each participant has the right to represent the partnership, has 1 vote, and the decision is considered adopted if approved by all participants (unless otherwise specified in the UD)	Participants jointly and severally bear subsidiary liability with their property for the obligations of the PT (including those who are not the founders).	The profit allocated for dividends is distributed among general partners in proportion to their shares in the share capital.	When leaving the PT, the participant has the right: to receive the value of his share in the UK (in kind - by agreement), to transfer part or all of it to another participant (to a third party - with the consent of the other general partners).	Participants must be highly qualified, enjoy mutual trust. If these requirements are met, management has a high efficiency and effectiveness. If participants do not meet these requirements, then there is a high probability of various kinds of negative consequences.
SPK	There are two types of membership - a member and an associate member (they can only be individuals). The minimum number of members of the SEC is 5 people.		Governing bodies: general meeting of members; supervisory board (elected if the number of members is at least 50); board (or chairman). Associate members have the right to vote only in certain cases. Each member of the cooperative has 1 vote.	The cooperative is liable for its obligations with all its property. Members of the cooperative bear subsidiary liability for the obligations of the cooperative in the amount provided for by the charter of the cooperative, but not less than 0.5% of the mandatory share.	The profit distributed among the participants is divided into 2 parts: dividends paid in proportion to the contributions of associate members and additional shares of members; cooperative payments issued to members in proportion to labor participation.	When leaving the SEC, the participant has the right: to receive the value of his share contribution in money, in kind, to transfer part or all of it to another Participant (to a third party - with the consent of the other participants).	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. The SPC is preferable if participants do not want to entrust management to a narrow circle of skilled workers (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).
OSPC (serving agricultural consumer cooperative)	Two types of membership - a member and an associate member (they can be individuals and legal entities). The minimum number of PSUC members is 5 citizens or 2 legal entities.	Charter, minutes of the organizational meeting, application for registration.	Governing bodies: general meeting of members, supervisory board, board (or chairman). Associate members have the right to vote only in certain cases. Each member of the cooperative has 1 vote.	The cooperative is liable for its obligations with all its property. Members of the cooperative are obliged to repay the losses by making additional contributions.	The income distributed among the participants is divided into 2 parts: dividends paid in proportion to the contributions of associate members and additional shares of members; cooperative payments issued to members in proportion to their use of the main types of services of the cooperative (the charter may provide otherwise)	When withdrawing from the OSKK, the participant has the right: to receive the value of his share contribution in money, in kind, to transfer part or all of it to another participant (to a third party - with the consent of the other Participants).	The number of participants is limited only by the lower limit - 5 people or 2 legal entities. If the number of participants exceeds 15-20, then the sense of ownership decreases. The OSBK is preferable if participants do not want to entrust management to a narrow circle of skilled workers (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).
KFH peasant (farm) economy	Two types of membership - the head and a member of the KFH (maybe one - the head of the KFH). The number of members is not limited.	An application for registration of a peasant farm, an application for the allocation of a land plot on account of land shares, an agreement between members of a peasant farm (at their discretion)	All decisions on the management of a peasant farm are made by its head (unless otherwise provided by the agreement)	The head of the KFH bears full responsibility for the obligations of the KFH, and the members of the KFH bear the risk within the limits of the value of their contributions.	Distributed by the head of the KFH at his discretion (unless otherwise specified in the agreement between the members of the KFH)	Those who left the peasant farm have the right to receive monetary compensation in the amount of their share in the property of the farm. Land and property upon withdrawal of a member shall not be subject to division. The sizes of shares are considered equal (unless otherwise specified in the agreement between the members of the peasant farm)	During the first 5 years of operation, the KFH has tax benefits. The head of the KFH must enjoy the confidence of the rest of its members. Management is efficient. In modern conditions, it is usually not possible to create a full-fledged peasant farm at the expense of property shares of family members (since there is little property left in enterprises).
GKP state (state) enterprise	The founder of the enterprise is the Government of the Russian Federation. A state-owned enterprise is based on the right to operational management of the Federal property transferred to it.	Charter approved by the Government of the Russian Federation		He is liable for his obligations with all his property. Not responsible for the obligations of the founder. The Russian Federation bears subsidiary liability for the obligations of a state-owned enterprise in case of insufficiency of its property		The liquidation of the enterprise is carried out by decision of the Government of the Russian Federation	The enterprise can receive assistance from the state. However, the management and other employees of the enterprise will not be sufficiently interested in effective work. PCUs are generally unable to compete with private enterprises.
MP (municipal enterprise)	The participant of the enterprise is its Founder - an authorized state body or local self-government body. This type of unitary enterprise is based on the right of economic management.	Charter, approved by the authorized government agency or local government	All decisions on the management of the enterprise are made by the head or another body appointed by the owner of its property.	By its obligations with all its property. Not responsible for the obligations of the founder. The owner of the property is liable for the obligations of the enterprise if its bankruptcy occurred due to the fault of the owner of the property	The conditions for the use of profits are stipulated in the charter approved by the founder	The liquidation of the enterprise is carried out by the decision of the founder - the owner of its property	The enterprise may receive assistance from the state or local government. However, the management and other employees of the enterprise will not be sufficiently interested in efficient work. SE, as a rule, are not able to compete with private enterprises.

Table 3 gives models of conditions under which it is expedient to choose one or another BTF.

In general, the following regularity is observed in this issue: the higher the potential of the manager and the degree of trust in him by the founders, the larger the number of owners, the more compact the territory and the concentration of the enterprise’s facilities, the closer the relationship between production, processing and storage, the more expedient it is to create OPF with more a centralized form of management (a limited partnership, an additional liability company, a production cooperative with a small number of members) and vice versa.

Approbation of proposals for the selection of the BPF

At its core, the materials in Table 3 are proposals for choosing the BPF of an enterprise, depending on specific conditions. These proposals were used by us, together with on-farm commissions, in the reorganization of a number of farms. As a result, TNV "Polbinskoye" (Moscow region), TNV "Kharitoshina", LLC "Vitusha", SPK "Samarino" (Ryazan region) and others were created.

Table 3. Typical models of conditions and their corresponding organizational and legal forms

OPF	Models of conditions (parameters of the enterprise, features of the team, manager), under which it is advisable to choose this BPF
OOO (limited liability company)	The participants believe that the business is fraught with risk, therefore they want to limit the extent of their responsibility for the activities of the company to the limits of their contributions to its authorized capital. Participants want to participate in the management of the company through a general meeting (they do not trust the management of the LLC enough, they want to be in the know). Participants do not want to entrust the conduct of business to a narrow circle of people. In the event of an exit from the LLC, the participants hope to receive an increased share, and not a contribution made to the authorized capital. Among the founders there is a person (persons) who plans to increase their share in the authorized capital and control the activities of the company (and at the same time do not want to bear full responsibility for its activities). In the event of a withdrawal from the company, the participants hope to receive an increased share, and not a contribution made to the authorized capital (as in a cooperative), or a fee for shares that may depreciate (this is not excluded in joint-stock companies). Production facilities are scattered across different villages.
ODO (company with additional liability)	The number of participants does not exceed 50 persons. Participants are self-confident and ready to bear responsibility not only with their contribution to the authorized capital of the company, but also with all their property. For the activities of the company, the participants are ready to bear joint responsibility (responsibility for each other). The level of trust of the participants to each other is high, at the same time they want to participate in the management of the company through the general meeting. Participants are highly qualified in the field of management of the relevant production. Participants set as one of the main goals the increase of trust in the society of creditors (taking on additional responsibility). In the event of a withdrawal from the company, the participants hope to receive an increased share, and not a contribution made to the authorized capital (as in a cooperative), or a fee for shares that may depreciate (this is not excluded in joint-stock companies).
Company (closed joint stock company)	Participants prefer shares to other types of investment. Participants, primarily future leaders of the company, want to preserve the independence of the enterprise, protect their team from the influence of an outside participant (who can acquire a significant stake). Participants want to control the movement of all shares. Some participants (as a rule, these are the leaders of the company) plan to gradually concentrate ordinary voting shares in their hands and, having adjusted the work of the company, receive significant dividends on them. Participants want to limit their composition to a predetermined circle of people.
JSC (public corporation)	The number of participants (shareholders) is not limited. Participants plan to attract large funds from the outside (by selling shares to the outside). Participants want to dispose of their shares at their own discretion (without interference from other shareholders). Participants consider shares to be a more convenient and reliable form of registration for investing funds. Participants have reason to believe that, if necessary, they will be able to quickly and profitably sell their shares. Participants do not consider it necessary to control the movement of shares of their enterprise. Some of the participants, by purchasing preferred shares, hope to have a possibly small but guaranteed income. Some participants (usually the leaders of the company) plan to gradually concentrate ordinary voting shares in their hands and, having adjusted the work of the company, receive significant dividends on them.
DRL (subsidiary business company)	The participants set out to start a new business without putting their fixed capital at risk, or vice versa, they decided to protect part of the capital from the impending risk. The participants want to isolate part of the production somewhat. It is advisable to increase manageability while maintaining the integrity of the enterprise (large area, not compact). Participants want to provide relative autonomy for a budding leader to put him to the test without losing control. The participants plan to create a new stand-alone enterprise (if the subsidiary eventually proves to be able to operate effectively without the explicit tutelage of the parent enterprise).
ZHO (dependent business company)	A business entity has acquired more than 20% of the voting shares of a joint stock company (such a joint stock company is recognized as dependent, i.e. ZHO). A business company owns more than 20% of the authorized capital of an LLC (such a company is recognized as a dependent company, i.e. ZHO). The economic company set out to secure part of its capital from the impending risk (ZHO is not liable for the debts of the dominant participant). A business company is interested in and has the ability to control the activities of a JSC or LLC.
TNV (faith partnership)	A highly qualified leader, confident in his abilities, alone or with a group of like-minded people enjoying mutual trust, set out to pool the capital of other participants and create an enterprise that he would manage alone or with several of his like-minded people. For the activities of the enterprise, its leaders (general partners) are ready to bear responsibility not only with their contribution to the authorized capital, but also with personal property. The participants set out to increase the credibility of the society of creditors and other participants (taking full responsibility). The initiators of the establishment of the enterprise plan to significantly increase the size of their contributions to the authorized capital. A significant part of the participants are pensioners. Members trust full comrades. The territory of the farm is quite compact The main facilities of the economy are concentrated on the central estate.
Fri (general partnership)	Two or more individuals (or commercial organizations) trusting each other and highly qualified in management decided to create an enterprise and act on its behalf on an equal footing (when making any decisions). Participants are confident in themselves and are ready to bear responsibility not only for their contributions to the authorized capital of the enterprise, but also joint and several (for each other), and subsidiary (additional, including their personal property). The participants set out to increase the credibility of the creditors' enterprise (by taking on additional responsibility).
SPK (agricultural production cooperative)	Five or more individuals (they may be heads of peasant farms) decided to create an enterprise and manage it collectively. Participants are divided into 2 categories: willing and unwilling to participate in the management of the enterprise. Most of the participants are pensioners. The number of members of the cooperative is not more than 20 persons. The territory of the farm is not compact enough Production facilities are dispersed in different villages.
OSPC (serving agricultural consumer cooperative)	Five or more individuals or two or more legal entities who are ready to participate in mutually beneficial cooperation need similar services. Participants are divided into 2 categories: willing and unwilling to participate in the management of the joint venture. In terms of qualifications, the head of the enterprise does not significantly exceed other participants. There are no significant differences between the participants. The bulk of the participants are pensioners, owners of household plots. The number of members of the cooperative is not more than 20 persons.
KFH (peasant farming)	The head and members of the family (or other close persons who are ready to unite for joint work) want and can manage the land on their own. The family has or can rent, buy the means necessary for managing (land, property, cash and other means). The family wants to have tax breaks.
GKP (state state enterprise)	The state is interested (or forced) to retain the performance of the relevant type of activity.
MP (municipal enterprise)	The state or local self-government body is interested (or forced) to retain the performance of the relevant type of activity.

Let's consider the logic of choosing the OPF on the example of two enterprises in which the reorganization was carried out: the Kolkhoz im. Lenin Saraevsky district Ryazan region and AOZT "Polbinskoye" of the Yegoryevsky district of the Moscow region.

Kolkhoz im. Lenin

Most of the owners were against corporatization of property, they expressed a desire to participate in the management of the new economy, taking into account the share in the authorized capital. In terms of qualifications, the future head of the economy only slightly surpassed the members of the administrative apparatus headed by him. The territory of the economy is not compact enough. The production facilities are spread over several villages. About a third of the owners work on the farm.

The first condition says that the new enterprise should not be either a joint-stock company (the owners are against this), or a cooperative (the owners want to participate in management, taking into account their share in the authorized capital), or a limited partnership (the owners do not want to entrust management to a narrow circle of people). ; there are no highly qualified and trusted owners of persons in the team).

The low level of qualification of the head of the team, the dispersion of the territory and facilities of the economy indicates the need for collegial leadership of the team. This is also facilitated by the fact that many owners are employees of the farm (in this case it is easier for them to participate in management).

The listed conditions are best met by a limited liability company. Therefore, Vitusha LLC was created.

At the same time, some of the owners expressed a desire to manage independently. As a result, in addition to Vitusha LLC, 13 peasant farms were created during the reorganization of the collective farm. The proprietors, who did not want to join the named society or entrust their property and land to A.A. Rebrov, became members of these peasant farms or leased their property to them.

Over the past 2 years, the peasant farms that separated from the collective farm have gained strength and shown their viability. LLC "Vitusha" could not adapt to the current difficult business conditions, as a result of which it is in an extremely difficult situation. If the collective of owners does not find a more capable manager, or the state does not create normal economic conditions, there is practically no hope that the situation in the economy will improve in the foreseeable future.

CJSC "Polbinskoye"

In this farm, unlike the previous one, the manager enjoyed the trust of the owners, clearly surpassed other management employees in terms of skill level (Morsh N.A. - Candidate of Agricultural Sciences, one of the best agronomists in the Moscow region). Several specialists (who do not enjoy the trust of the team) constantly clashed with the leader, preventing the adoption and implementation of decisions. The economy is compact. The objects are mainly concentrated on the central estate. Farm workers were less than a quarter of its owners. The economy of the economy was in a difficult state.

High qualifications of the manager, trust in him by the bulk of the owners, the predominance of pensioners among them and the extremely difficult economic situation of the economy (everything indicated that the economy was collapsing, and after 2 years nothing would remain of the property - even part of the buildings had already been taken away) says that the main stake should be placed on the leader, giving him great powers. In other words, preference should have been given to the OPF, which implies a high degree of independence of the leader.

The centralization of management functions was also justified by the fact that the territorial economy was quite compact. This was also favored by the concentration of production facilities on the central estate, the unfavorable microclimate that prevailed in the management of the economy.

Knowing the characteristics of various OPFs, it is easy to see that the listed features are most consistent with partnership on faith. In this regard, TNV "Polbinskoye" was created.

Subsequent events confirmed the validity of such a choice: the economy, which was collapsing before our eyes, slowly began to revive. But the most important thing is that the team believed in their strength and that even in the current difficult conditions it is possible to manage more efficiently.

It is important to note that when choosing the BTF, it is essential to take into account the ratio of the listed factors. For example, if on the collective farm them. Lenin had 2 leaders who wanted to work independently and met the requirements of the position of leader, then the economy should be divided into two parts. This would make better use of dispersed land, labor and production facilities.

To a certain extent, the choice of OPF is also influenced by the minimum allowable amount of the authorized capital. In accordance with Decree of the President of the Russian Federation No. 1482 of July 8, 1994 “On streamlining the state registration of enterprises and entrepreneurs on the territory of the Russian Federation”, for joint-stock companies it is set at least 1000, for other OPF - at least 100 minimum wages (in laws clarifications may apply).

According to the legislation of the Russian Federation, part of the OPF have numerical restrictions. Therefore, regardless of other factors, compliance with this restriction is mandatory. For clarity, the allowable number of participants in the OPF is highlighted in a separate table 4.

Table 4. Limits on the number of participants in various OPFs*

Types of OPF	face view
	Physical	Legal
OOO	1-50
ODO	1-50**	economic company of 2 or more persons
Company	from 1**	economic company of 2 or more persons
JSC	from 1**	economic company of 2 or more persons
DRL	from 1	from 1
ZHO	from 1	from 1
TNV	from 2 individual entrepreneurs*** (1 full partner and 1 contributor)	from 1 (only by contributor)
Fri	from 2 IP***	from 2
SPK	from 5	—
OSPC	from 5	from 2
KFH	from 1	—
GKP	—	from 1
MP	—	from 1

* As a minimum, an individual and (or) legal entity is implied.
** Provided for by the draft Law (in the Law for agriculture there may be a different number).
*** Sole Proprietor - an individual entrepreneur who, by law, is an individual. A commercial organization can also be a general partner.

In connection with the variety of OPF, the question arises: which form is more effective? It seems that it is still too early to answer it unequivocally - new forms of management have been working not so long ago. At the same time, preliminary studies conducted by VIAPI indicate that higher production and financial indicators. They are followed by limited liability companies.

It is noteworthy that a similar picture is observed in Germany, where in partnerships (created by entrepreneurs) income per employee is higher than in other agricultural formations.