What are the organizational and legal forms of organizations. Organizational and legal forms of enterprises and organizations. Properties of business partnerships and companies

The system of organizational and legal forms of economic activity used today in Russia, introduced mainly, includes 2 forms of entrepreneurship without forming a legal entity, 7 types of commercial organizations and 7 types of non-profit organizations.

Entrepreneurial activity without formation of a legal entity can be carried out in the Russian Federation both by individual citizens (individual entrepreneurs), and within the framework of a simple partnership - an agreement on joint activities individual entrepreneurs or commercial organizations. As the most significant features of a simple partnership, one can note the joint and several liability of the participants for all common obligations. The profit is distributed in proportion to the contributions made by the participants (unless otherwise provided by the contract or other agreement), which are allowed not only tangible and intangible assets, but also inseparable personal qualities participants.

Fig. 1.1. Organizational and legal forms of entrepreneurship in Russia

Legal entities are divided into commercial and non-commercial.

Commercial called organizations that pursue profit as the main goal of their activities. According to, these include business partnerships and companies, production cooperatives, state and municipal unitary enterprises, this list is exhaustive.

non-commercial are considered organizations for which profit is not the main goal and does not distribute it among the participants. These include consumer cooperatives, public and religious organizations, non-profit partnerships, foundations, institutions, autonomous non-profit organizations, associations and unions; This list, unlike the previous one, is open.

Let's take a closer look at commercial organizations.

1. Partnership.

A partnership is an association of persons created to carry out entrepreneurial activities. Partnerships are created when 2 or more partners decide to participate in the organization of an enterprise. An important advantage of the partnership is the possibility of attracting additional capital. In addition, the presence of several owners allows for specialization within the enterprise based on the knowledge and skills of each of the partners.

The disadvantages of this organizational and legal form are:

Each of the participants bears equal financial responsibility, regardless of the size of his contribution;

The actions of one of the partners are binding on all the others, even if they do not agree with these actions.

Partnerships are of 2 types: full and limited.

General partnership- this is such a partnership, the participants of which (general partners) in accordance with the agreement are engaged in entrepreneurial activities on behalf of the partnership and jointly and severally bear subsidiary liability for its obligations.

The share capital is formed as a result of the contributions made by the founders of the partnership. The ratio of the contributions of participants determines, as a rule, the distribution of profits and losses of the partnership, as well as the rights of participants to receive part of the property or its value upon leaving the partnership.

A general partnership does not have a charter; it is created and operates on the basis of a constituent agreement signed by all participants. The agreement contains information that is mandatory for any legal entity (name, location, procedure for joint activities of participants in creating a partnership, conditions for transferring property to it and participation in its activities, the procedure for managing its activities, the conditions and procedure for distributing profits and losses between participants, the procedure for exiting participants from its composition), as well as the size and composition of the share capital; the size and procedure for changing the shares of participants in the share capital; the amount, composition, terms and procedure for making deposits; responsibility of participants for violation of obligations to make contributions.

Simultaneous participation in more than one general partnership is prohibited. A participant does not have the right, without the consent of the other participants, to make transactions on his own behalf that are similar to those that are the subject of the activity of the partnership. By the time of registration of the partnership, each participant is obliged to make at least half of his contribution to the share capital (the rest is paid within the time limits established founding agreement). In addition, each partner must participate in its activities in accordance with the memorandum of association.

Activity management full partnership carried out by common consent of all participants; each participant has, as a rule, one vote (the memorandum of association may provide for a different procedure, as well as the possibility of making decisions by a majority of votes). Each participant has the right to get acquainted with all the documentation of the partnership, and also (unless the contract establishes a different way of doing business) to act on behalf of the partnership.

A participant has the right to withdraw from a partnership established without specifying a term, declaring at least 6 months in advance of his intention; if the partnership is established for a certain period, then refusal to participate in it is allowed only for a good reason. At the same time, it is possible to exclude one of the participants in a judicial proceeding by unanimous decision of the other participants. The retired participant, as a rule, is paid the value of a part of the property of the partnership corresponding to his share in the share capital. The shares of the participants are inherited and transferred in the order of succession, but the entry of the heir (successor) into the partnership is carried out only with the consent of the other participants. Finally, it is possible to change the composition of partners by transferring one of the participants (with the consent of the others) of their share in the share capital or part of it to another participant or a third party.

Due to the extremely strong interdependence of a general partnership and its participants, a number of events affecting the participants can lead to the liquidation of the partnership. For example, a participant's exit; death of a participant - an individual or liquidation of a participant - a legal entity; foreclosure by a creditor of any of the participants on a part of the property of the partnership; opening in relation to the participant of reorganization procedures by a court decision; declaring the participant bankrupt. However, if it is provided for by the founding agreement or the agreement of the remaining participants, the partnership may continue its activities.

A general partnership may be liquidated by the decision of its participants, by a court decision in case of violation of the requirements of the law and in accordance with the bankruptcy procedure. The basis for the liquidation of a full partnership is also a reduction in the number of its participants to one (within 6 months from the date of such reduction this member has the right to transform the partnership into a business company).

Limited partnership(faith partnership) – differs from the full one in that, along with general partners, it includes contributors (limited partners) who bear the risk of losses in connection with the activities of the partnership within the limits of the amounts of their contributions.

The basic principles of formation and functioning here are the same as those of a general partnership: this applies both to the share capital and to the position of general partners. The Civil Code of the Russian Federation introduces a ban on any person being a general partner in more than one limited or full partnership. The memorandum of association is signed by the general partners and contains all the same information as in a general partnership, as well as data on the total amount of contributions of limited partners. Management procedure as in a full partnership. Limited partners do not have the right to interfere in any way with the actions of general partners in the management and conduct of business of the partnership, although they can act on behalf of it by proxy.

The sole obligation of the limited partner is to contribute to the share capital. This provides him with the right to receive a part of the profit corresponding to his share in the share capital, as well as to familiarize himself with the annual reports and balance sheets. Limited partners have an almost unlimited right to withdraw from the partnership and receive a share. They may, regardless of the consent of the other participants, transfer their share in the share capital or part of it to another limited partner or a third party, and the participants in the partnership have the pre-emptive right to purchase. In the event of liquidation of the partnership, the limited partners receive their contributions from the property remaining after the satisfaction of the creditors' claims, in the first place (general partners participate in the distribution of only the property remaining after that, in proportion to their shares in the share capital on an equal basis with investors).

The liquidation of a limited partnership takes place on all grounds for the liquidation of a general partnership (but in this case the preservation of at least one full partner and one contributor in its composition forms a sufficient condition for the continuation of activity). An additional reason is the disposal of all contributors (the possibility of transforming a limited partnership into a full one is allowed).

2. Society.

There are 3 types of companies: limited liability companies, additional liability companies and joint-stock companies.

Limited Liability Company (LLC)- this is a company whose authorized capital is divided into shares determined by the constituent documents; LLC participants are not liable for its obligations and bear the risk of losses associated with its activities, within the value of their contributions.

The authorized capital reflects the fundamental difference between economic companies in general and LLCs in particular: for this type of organization, minimum size property that guarantees the interests of their creditors. If, at the end of the second or any subsequent fiscal year the value of the net assets of the LLC will be lower than the authorized capital, the company is obliged to announce a decrease in the latter; if the indicated value becomes less than the minimum determined by law, then the company is subject to liquidation. Thus, the authorized capital forms the lower acceptable limit of the company's net assets, which guarantee the interests of its creditors.

There may be no memorandum of association at all (if the company has one founder), and the charter is mandatory. These two documents have qualitatively different functions: the contract mainly fixes the relationship of participants, and the charter - the relationship of the organization with participants and third parties. One of the main tasks of the charter is to fix the authorized capital as a measure of the company's responsibility to third parties.

The authorized capital of an LLC, which consists of the value of the contributions of its participants, must, in accordance with the Law of the Russian Federation "On Limited Liability Companies", be at least 100 times the minimum wage. By the time of registration, the authorized capital must be paid at least half, the remaining part is payable during the first year of the company's operation.

The supreme body of the LLC is general meeting of its members(in addition, an executive body is created to carry out current management of activities). The following issues fall within its exclusive competence of the Civil Code of the Russian Federation:

Amending the charter, including changing the size of the authorized capital;

Education executive bodies and early termination their powers:

Statement annual reports and balance sheets, distribution of profits and losses;

Election of the Audit Commission;

Reorganization and liquidation of the company.

A member of an LLC may sell his share (or part thereof) to one or more members. It is also possible to alienate a share or part of it to third parties, unless this is prohibited by the charter. Participants of this company have a pre-emptive right to purchase (as a rule, in proportion to the size of their shares) and can exercise it within 1 month (or another period established by the participants). If the participants refuse to acquire a share, and the charter prohibits its sale to third parties, then the company is obliged to pay the participant its value or give him property corresponding to its value. In the latter case, the company must then either sell this share (to participants or third parties) or reduce its authorized capital.

A participant has the right to leave the company at any time, regardless of the consent of other participants. At the same time, he is paid the cost of a part of the property corresponding to his share in the authorized capital. Shares in the charter capital of an LLC may be transferred by way of inheritance or succession.

The reorganization or liquidation of an LLC is carried out either by a decision of its participants (unanimously), or by a court decision in case of violation by the company of the requirements of the law, or as a result of bankruptcy. The basis for the adoption of these decisions may be, in particular:

Expiration of the period specified in the constituent documents;

Achieving the goal for which the society was created;

Recognition by the court of the registration of the company as invalid;

Refusal of participants to reduce the authorized capital in case of its incomplete payment during the first year of the company's operation;

Decrease in the value of net assets below the minimum admissible value share capital at the end of the second or any subsequent year;

Refusal to transform an LLC into a JSC if the number of its participants exceeded the limit established by law and did not decrease to this limit within a year.

Companies with additional liability.

Participants in an additional liability company are liable with all their property.

joint-stock companies.

Recognizes as a joint-stock company such a company, the authorized capital of which is divided into a certain number of shares, and its participants 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.

Open JSC a company is recognized, the participants of which can alienate their shares without the consent of other shareholders. AT closed JSC there is no such possibility and the shares are distributed among its founders or other predetermined circle of persons.

The centuries-old history of the development of this institution has developed two main directions for ensuring the rights of JSC partners to the safe conduct of business: property guarantees and constant control over the activities of the JSC administration, based on an appropriate system of procedures and information transparency.

The instrument for ensuring property guarantees in relations with JSCs is the authorized capital. It is made up of the nominal value of the shares acquired by the participants, and determines the minimum size of the property of the joint-stock company, which guarantees the interests of its creditors. If at the end of any financial year, starting from the second, the value of the net assets of the JSC turns out to be less than the authorized capital, the latter must be reduced by the appropriate amount. At the same time, if the specified value becomes less than the minimum allowable amount of the authorized capital, such a company is subject to liquidation.

A contribution to the property of a joint-stock company may be money, securities, other things or property rights, or other rights having a monetary value. At the same time, in cases provided for by law, the assessment of participants' contributions is subject to independent expert verification. Such a requirement brings Russian legislation closer to the rules developed in other countries to combat dishonest practices in the formation of authorized capital.

The minimum authorized capital of a JSC is 1,000 times the minimum monthly wage (as of the date of submission of constituent documents for registration).

JSCs can only issue registered shares.

Appearance board of directors in the management system, it pursues the only goal - to protect the interests of the company's participants in the conditions of isolation of the management function. It is the selection of some of the participants as managers or the appearance of hired managers that can lead to a discrepancy between the direction of the company's activities and the views on this issue of the rest of the participants who do not perform managerial functions. The general meeting is an ideal tool in this regard, but the more participants in the society, the more difficult it is to bring them all together. This contradiction is resolved by creating a special body consisting of shareholders (or their representatives), endowed with all the powers that the general meeting considers necessary not to be included in the competence of the board, but is not able to exercise itself. Such a body, formed in the form of a board of directors or a supervisory board, should be in the structure of any company with a sufficiently large number of participants, regardless of its specific type.

According to , the board of directors (supervisory board) is created in joint-stock companies, including more than 50 participants; this means that in JSCs with a smaller number of members, such a body is created at the discretion of the shareholders. The Board of Directors has not only control, but also administrative functions, being supreme body companies during the period between general meetings of shareholders. Its competence includes the solution of all issues of JSC activity, except for those that are referred to the exclusive competence of the general meeting.

3. Production cooperative.

Defined in the Russian Federation as a voluntary association of citizens on the basis of membership for joint economic activities based on their personal participation and the association of property shares.

The property transferred as shares becomes the property of the cooperative, and part of it can form indivisible funds - after that, the assets can decrease or increase without being reflected in the charter and without notifying creditors. Naturally, such uncertainty (for the latter) is compensated by the subsidiary liability of the members of the cooperative for its obligations, the amount and conditions of which should be established by law and the charter.

Of the features of management in a production cooperative, it is worth noting the principle of voting on general meeting members, which is the supreme governing body: each member has one vote, regardless of any circumstances. The executive bodies are board or chairman , or both together; with more than 50 participants, a supervisory board can be created to control the activities of the executive bodies. Issues within the exclusive competence of the general meeting include, in particular, the distribution of profits and losses of the cooperative. Profit is distributed among its members in accordance with their labor participation in the same way as property in the event of its liquidation, remaining after the satisfaction of creditors' claims (this procedure may be changed by law and the charter).

A member of a cooperative may at any time leave it voluntarily; at the same time, it is possible to exclude a participant by a decision of the general meeting. The former participant has the right to receive, after the approval of the annual balance sheet, the value of his share or the property corresponding to the share. The transfer of a share is allowed to third parties only with the consent of the cooperative, and other members of the cooperative have in this case the pre-emptive right to purchase; the organization in case of refusal of other participants from the purchase (with a ban on its sale to third parties) is not obliged to redeem this share itself. Similarly to the procedure established for an LLC, the issue of share inheritance is also resolved. The procedure for foreclosing a share of a participant for his own debts - such foreclosure is allowed only if there is a shortage of other property of this participant, however, it cannot be levied on indivisible funds.

The liquidation of the cooperative is carried out on traditional grounds: the decision of the general meeting or the decision of the court, including due to bankruptcy.

The initial contribution of a cooperative member is set at 10% of its share contribution, the rest is paid in accordance with the charter, and in case of bankruptcy, limited or unlimited additional payments may be required (also in accordance with the charter).

Cooperatives can carry out entrepreneurial activities only insofar as it serves the achievement of the goals for which they were created, and corresponding to these goals (public and religious organizations, foundations, non-profit partnerships and autonomous non-profit organizations have the same rights in this regard; institutions have the right to engage in entrepreneurship is not recorded, although there is no direct prohibition).

4. State and municipal UE.

to state and municipal unitary enterprises(UE) include enterprises that are not endowed with the right of ownership of the property assigned to them by the owner. This property is located in the state (federal or subjects of the federation) or municipal property and is indivisible. There are two types of unitary enterprises:

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

2) based on law operational management(state enterprises); In many ways, they resemble enterprises in a planned economy, the state bears subsidiary responsibility for their obligations if their property is insufficient.

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

· the name of the enterprise with an indication of the owner (for a state enterprise - with an indication that it is a state enterprise) and location;

the procedure for managing activities, the subject and goals of activities;
the size of the statutory fund, the procedure and sources of its formation.

The authorized capital of a unitary enterprise is fully paid by the owner before state registration. The size of the authorized capital is not less than 1000 minimum monthly wages as of the date of submission of documents for registration. If the value of net assets at the end of the financial year is less than the size of the statutory fund, then the authorized body is obliged to reduce the statutory fund, about which the enterprise notifies creditors. A unitary enterprise may create subsidiaries of the UE by transferring a part of the property to them for economic management.

What is an OPF? Each organization has its own OPF. Civil Code of the Russian Federation and others federal laws it is determined which OPF can have organizations (legal entities) in Russian Federation. Haven't guessed yet? Then we answer what it is:

OPF is defined by law and enshrined in the charter of each company or not commercial organization its legal form. The literal decoding of the abbreviation OPF is a legal term: legal form. You can read more about what the organizational and legal form means for an organization and what types of organizational and legal forms are for commercial and non-profit organizations in Russia, you can read below, in the paragraph Types of OPF.

Meanwhile, decoding OPF may have another meaning - economic, namely: main production assets. What"main production assets"? In the science "Economics of the enterprise", OPF is means of labor involved in the production process for a long time and retaining their natural form.

The main production assets of the enterprise include: buildings, structures and structures, communication and power lines, machines, vehicles and equipment, tools, inventory, etc. (these are the main types of OPF, as the main production assets). Because the OPF in this context - this is an economic concept, and does not affect the main theme of our site - state registration non-profit organizations of various organizational and legal forms, those who are important to get more complete information on the topic of the main production assets of the enterprise, we dare to send to information resource economic topics. 🙂

verbatim decoding OPF contains no definition what is the legal form. Strange as it may seem, the main current Russian legislation with the Civil Code at the head does not contain it either! The only, rather vague and vague explanation of the concept of OPF is contained in the All-Russian Classifier of Legal Forms OK 028-2012. According to him, " organizational-legal form means method of securing (formation) and use of property by the organization and its legal status and objectives arising from this entrepreneurial activity". Well, now everything is clear, isn't it? :)

Let's try to give our own, more intelligible definition:

The organizational and legal form (OPF) is abbreviated letter abbreviation or full verbal designation of the type of organization, always located immediately before its own (individual) name, characterizing the commercial or non-commercial orientation of the organization (in some cases reflecting the main purpose of its activity), as well as characterizing the assignment of this organization to one of the regimes provided for by law fixing and use of property, activities and procedures for managing the organization.

Types of OPF

Here we will decipher the OPF of organizations in detail, while we will be guided by the same All-Russian OPF classifier.

The main types of OPF commercial enterprises and organizations:

IP - individual entrepreneur

LLC - limited liability company

ALC - additional liability company

OJSC - open joint stock company

CJSC - closed joint stock company

PC - production cooperative

KFH - peasant (farm) economy

GUP - state unitary enterprise

The main types of OPF of non-profit organizations (OPF of NPOs):

PC - consumer cooperative

NGO - public organization

OD - social movement

ANO is an autonomous non-profit organization

SNT - horticultural non-profit partnership

DNP - dacha non-profit partnership

Homeowners association - homeowners association

Of course, the whole range of organizational and legal forms is wider.

Here we have deciphered the OPF of the most common types. We hope that you liked this article and that you have learned all the information on the topic " decoding OPF". If you want to clarify how the abbreviation of organizational and legal forms that are not present in the above list is deciphered, or you need to find out the OPF code for the OKOPF of your organization, please look in the OPF classifier located at the following link:

All-Russian classifier of organizational and legal forms (OK 028-2012)

With regard to the process of state registration of an NPO or a commercial organization, the correct and accurate indication of the full and abbreviated name of the legal form (OPF) when preparing documents - necessary condition for its successful completion.

Sincerely,

staff of the Center for Registration of Non-Commercial Organizations of St. Petersburg and Leningrad Region

Classification of organizational and legal forms

Types of organizational and legal forms of organizations are a classification of business entities in modern conditions.

The main feature of this classification is the division of economic entities in accordance with the organizational and legal form of companies.

The types of organizational and legal forms of organizations are regulated by the Civil Code of the Russian Federation (CC RF), which introduced the concepts of "commercial organization" and "non-profit organization".

Types of organizational and legal forms of organizations

In accordance with the nature of the activities of enterprises, the types of organizational and legal forms of organizations include:

1. commercial enterprises,
2. Non-commercial enterprises,
3. Organizations without forming a legal entity;
4. state (municipal) organization;
5. state (unitary) enterprise.

Currently, there are the following types of organizational and legal forms of organizations that carry out commercial activities: a company, a partnership, a joint-stock company, unitary enterprises.

In the field of non-profit organizations, one can single out a consumer cooperative, public organizations (movements, associations), a foundation (non-profit partnership), partnerships (gardening, summer cottage, homeowners), an association (union), autonomous non-profit companies.

For enterprises that do not form a legal entity, the following types of organizational and legal forms of organizations may be provided: mutual investment funds, simple partnership, branch (representative office), individual entrepreneur, farm (peasant) economy.

Shape selection

The types of organizational and legal forms of organizations, in addition to the nature of the main activity, are also influenced by some other factors, among which may be organizational, technical, economic and social.

In accordance with organizational and technical factors, the types of organizational and legal forms of organizations are determined based on the number of founders, their characteristics, areas commercial activities, nature and novelty of the products produced. When taking into account the social and economic factor, the volume start-up capital and personal characteristics of the entrepreneur and his team.

Also, the types of organizational and legal forms of organizations may be limited by the current legislation. For example, commercial organizations with the status of a legal entity can only be created in the form of a partnership of any type, a company (open or closed, with limited liability).

Types of organizational and legal forms of commercial organizations

Types of organizational and legal forms of organizations of a commercial nature can also be classified into several types:

1. A business partnership, divided into full and based on faith, the difference between which lies in the degree of responsibility of the participants (partners).

   AT full society partners in obligations are liable with all their property, and in a case based on faith, they are liable in accordance with the amount of their contributions.

2. Economic company (LLC), joint-stock company (JSC). The capital of an LLC includes the contributions of the participants and is divided into shares; in a JSC, the capital is divided into the corresponding number of shares.
3. A production cooperative is a voluntary association of members (citizens), it is based on membership and share contributions, as well as on the personal labor of the participants.
4. Economic partnerships are very rare, almost never mentioned in the Civil Code. Such enterprises are regulated by a separate law.
5. Peasant farms are an association for the purpose of conducting agriculture, based on the personal participation of citizens in business and their property contributions.

Examples of problem solving

Organizational and legal forms of enterprises

The organizational and legal form of the enterprise fixes the property and the nature of its use, from which it subsequently follows legal status organizations.

Thus, organizational legal forms enterprises determine the legal status and nature of entrepreneurial activity.

In our country, there is a classifier of organizational and legal forms (OKOPF), according to which each form is assigned a digital code.

Classification and types of organizational and legal forms

Depending on the nature of the enterprise, OPF can be divided into:

• commercial organizations (enterprises);
• non-profit organizations;
• organizations without forming a legal entity;
• state and municipal organizations;
• state and unitary enterprises.

At present, there are four types of organizational and legal forms for enterprises conducting commercial activities:

1. partnerships;
2. society;
3. joint-stock companies;
4. unitary enterprises.

For non-profit organizations:

• consumer cooperatives;
• public associations, movements and organizations;
• foundations and non-profit partnerships;
• partnerships (gardening, country, homeowners);
• associations and unions;
• non-profit autonomous organizations.

For enterprises that do not form a legal entity, the following types of OPF are provided:

• Mutual investment funds - mutual investment funds;
• simple partnerships;
• branches, representative offices;
• individual entrepreneurship;
• farming (peasant) farms.

Criteria for choosing an organizational and legal form

In addition to the nature of the main activity of the enterprise, a number of other factors also influence the choice of organizational and legal form. Among the most significant are:

• organizational and technical;
• social and economic.

In the first case, the choice of form is based on the number of founders and their characteristics, the scope of commercial activity, the nature and novelty of the product being produced, in the second case, the amount of start-up capital and personal characteristics of both the entrepreneur and his team.

In addition, the choice of the form of the enterprise is limited by the current legislation. So, for example, commercial organizations that have the status of a legal entity have the opportunity to be created only in the form of a partnership of any type, a company (limited liability, open, closed type).

The scale of the enterprise is also important. So, for small enterprises of small, medium-sized businesses, it is optimal to make a choice in favor of a closed joint-stock company. In this case, the sale of shares is carried out only within a narrow circle of people, as a rule, the founders of the company. An open type of company implies the possibility of selling shares to a wide range of people. This type of legal form is beneficial for a large-scale enterprise with a wide branch network, for example, large banks in the country.

Also, when choosing a form of enterprise, the size of the authorized capital is also important. So for CJSC it is 100 units of the minimum wage, for OJSC - 1000 units of the minimum wage.

In the civil law understanding, organizations are treated as legal entities. Article 48 of the Civil Code provides the main features of this legal structure. The decisive one is property isolation. It is precisely this that is expressed by what is contained in Art. 48 an indication that the legal entity "owns, manages or manages separate property." At the same time, “separate property” means property in its broad sense, including things, rights to things and obligations regarding things. This rule assumes that the property of a legal entity is separated from the property of its founders, and if we are talking about an organization built on the basis of membership, that is, a corporation, from the property of its members. Property isolation finds its concrete expression in the fact that a legal entity, depending on its type, must have either an independent balance sheet (commercial organization) or an independent estimate (non-profit organization).

The second essential feature of a legal entity is its independent property liability. A legal entity is liable for its obligations with its property. Unless otherwise provided by law or constituent documents, neither the founders nor the participants of a legal entity are liable for its debts, and in the same way a legal entity is not liable for the debts of founders (participants).

The third sign of a legal entity is an independent act in civil circulation on its own behalf. It means that a legal entity can, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and a defendant in court. organization management legal form

Finally, the fourth feature is organizational unity. It follows from this that the legal entity has an appropriate stable structure. The performance of a legal entity as a whole is ensured by the fact that at the head of the relevant entity are bodies endowed with a very specific competence, which carry out internal management legal entity and act on its behalf outside. Those who are inside the legal entity - managers, employees, should know what the relevant entity is, what it will do, who manages it and how, what constitutes its property, etc. This is also important for those who enter or only intends to enter into legal relations with this entity.

According to Article 50 of the CG, there are two types of organizations:

• 1. Commercial organizations. Their form of existence:
  • - business partnerships and companies;
  • - production cooperatives;
  • - state and municipal unitary enterprises.
• 2. Non-profit organizations. Their form of existence:
  • - consumer cooperatives;
  • - public or religious organizations;
  • - charitable and other foundations;
  • - institutions.

Based on the ratio of the rights of the founders (participants) and the legal entity itself, three models can be distinguished legal entities.

The essence of the first model is that the founders (participants) with the transfer of the relevant property to the legal entity completely lose their property rights to it. They do not have such rights in relation to the acquired property. Accordingly, the property transferred by the founders (participants) and acquired by the legal entity itself is recognized as belonging to it on the basis of ownership rights. Losing rights in rem, the founder (participant) in return acquires the rights of obligation - the right to claim against a legal entity. It implies, in particular, the rights belonging to a member of the organization: to participate in its management, receive dividends, etc.

This model is used to build business partnerships and business companies, as well as production and consumer cooperatives, that is, legal entities - corporations.

The second model differs in that the founder, transferring the relevant property to the legal entity for possession, use and disposal, continues to be its owner. The founder is recognized as the owner of everything that the legal entity acquires in the future in the course of its activities. Thus, the founder-owner and the legal entity itself, to which the property belongs on the basis of the right of economic management or operational management derived from ownership, have the rights to the same property. This applies to state and municipal unitary enterprises, as well as institutions funded by the owners, in particular, in cases where the Russian Federation, a constituent entity of the Federation or a municipality acts as the owner (meaning ministries, departments, schools, institutes, hospitals, etc.). P.).

The third model assumes that a legal entity becomes the owner of all property belonging to it. However, in contrast to the first and second models in this case the founders (participants) do not have any property rights in relation to the legal entity - neither liability nor property rights. Such legal entities include public and religious organizations (associations), charitable and other foundations, associations of legal entities (associations and unions).

The difference between these three models is clearly manifested, in particular, at the time of liquidation of a legal entity. Participants in a legal entity built according to the first model have the right to claim a part of the remaining property, which corresponds to their share (half, quarter, etc.). The founder of a legal entity built according to the second model receives everything that is left after settlements with creditors. Under the third model, the founders (participants) do not acquire any rights to the remaining property at all.

Business partnerships and companies are the most common form of collective entrepreneurial activity, within which production, trade, intermediary, credit and financial, insurance and other organizations can operate. The Civil Code defines the possibility of the existence of the following types of partnerships and companies:

• - full partnership;
• - partnership on faith;
• - limited liability company;
• - open and closed joint-stock company;
• - subsidiary and dependent company.

Partnerships and societies have many features in common. All of them are commercial organizations that set the main task of making a profit and distributing it among the participants. Companies and partnerships are formed under the agreement of their founders (first participants), that is, on a voluntary basis. The participants in these organizations themselves determine the structure of the legal entities they create and control their activities in accordance with the procedure established by law.

The differences between companies and partnerships lie in the fact that partnerships are considered as an association of persons, and companies - as an association of capital. The association of persons, in addition to property contributions, involves their personal participation in the affairs of the partnership. And since we are talking about participation in entrepreneurial activity, its participant must have the status of either a commercial organization or an individual entrepreneur. Consequently, an entrepreneur can be a member of only one partnership, and the partnership itself can only consist of entrepreneurs (that is, it cannot include non-profit organizations or citizens who are not engaged in entrepreneurial activities).

In contrast to this, companies, as associations of capital, do not imply (although they do not exclude) the personal participation of the founders (participants) in their affairs, and therefore allow:

• - simultaneous participation in several companies, including those of a homogeneous nature (which reduces the risk of property losses);
• - participation in them of any persons, and not just professional entrepreneurs.

In addition, participants in partnerships bear unlimited liability for their debts with all their property (with the exception of investors in a limited partnership), while in companies, participants are not liable for their debts at all, but only bear the risk of losses (loss of contributions made), except for participants in companies. with additional responsibility. Since it is impossible to guarantee the same property twice for the debts of several independent organizations, such liability also testifies in favor of the impossibility of the simultaneous participation of the entrepreneur in more than one partnership.

A general partnership is a commercial organization, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities and bear full responsibility for all their property. The activities of general partnerships are characterized by two features:

• - the entrepreneurial activity of its participants is considered to be the activity of the partnership itself;
• - when concluding a transaction on behalf of the partnership by one participant, property liability (in the event of a lack of partnership property) may be borne by the other participant with his personal property.

A limited partnership, or limited partnership, is distinguished by the fact that it consists of two groups of participants. Some of them carry out entrepreneurial activities on behalf of the partnership and at the same time bear additional unlimited liability with their personal property for its debts, that is, in fact, they are full partners and, as it were, constitute a full partnership within a limited partnership. Other participants (contributors, limited partners) make contributions to the property of the partnership, but do not answer with their personal property for its obligations. Since their contributions become the property of the partnership, they only bear the risk of losing them and therefore do not take as much risk as full liability partners. Therefore, limited partners are suspended from doing business as limited partners. Retaining primarily the right to receive income from their contributions, as well as to information about the activities of the partnership, they are forced to fully trust the participants with full responsibility in regard to the use of property. Hence the traditional Russian name "kommandity" - a partnership on faith.

A limited liability company (LLC) is a type of capital association that does not require the personal participation of its members in the affairs of the company. Characteristic features This commercial organization is the division of its authorized capital into shares of participants and the absence of liability of the latter for the debts of the company. The property of the company, including the authorized capital, belongs to it by the right of ownership as a legal entity and does not form an object of shared ownership of the participants. Participants are not liable for the company's debts, but only bear the risk of losses (loss of deposits). Society can be created by one person. Total number LLC members must not exceed 50.

An additional liability company (ALC) is a type of LLC. Distinctive feature The ALC is that if the property of such a company is insufficient to satisfy the claims of its creditors, the participants in the company with additional liability can be held liable for the debts of the company with their personal property, and in joint and several order. However, the amount of this liability is limited: it does not concern all of their personal property, as in a general partnership, but only part of it - the same multiple for all of the amount of contributions made (for example, three times, five times, etc.). Thus, this company occupies, as it were, an intermediate position between partnerships with their unlimited liability of participants and companies that generally exclude such liability.

A joint stock company (JSC) is a commercial organization, the authorized capital of which is divided into a certain number of shares, each of which is represented by a security-share. Owners of shares - shareholders - are not liable for the obligations of the company, but only bear the risk of losses - the loss of the value of their shares.

Registration of shareholder rights by shares ( securities) means that the transfer of these rights to other persons is possible only through the transfer of shares. Therefore, when leaving a joint-stock company, its participant cannot demand from the company itself any payments or extraditions due to its share. After all, this exit can be carried out in only one way - by selling, assigning or otherwise transferring your shares (or a share) to another person. Consequently, a joint-stock company, unlike a limited liability company, is guaranteed against a decrease in its property when its participants leave it. Other differences between these companies are associated with a more complex management structure in a joint-stock company. These differences are due to attempts to prevent abuse, great opportunities for which this organizational and legal form of entrepreneurship provides. The fact is that the leaders of such a company, in the presence of a huge number of small shareholders, who, as a rule, are incompetent in entrepreneurial activity and are only interested in receiving dividends, acquire, in fact, uncontrolled possibilities for using the capital of the company. This explains the emergence of rules on the public conduct of affairs of a joint-stock company, on the need to form in it a permanent controlling body of shareholders - a supervisory board, etc.

It must be borne in mind that a joint-stock company as a form of capital pooling is designed for large businesses and is usually not used by small companies. Therefore, a joint-stock company is not limited by the number of participants.

Joint-stock companies are divided into open (JSC) and closed (CJSC). An open joint-stock company distributes its shares among an indefinite circle of persons, and therefore only it has the right to conduct an open subscription for its shares and their free sale. Its shareholders freely alienate their shares, which makes the membership of such a company variable. OJSCs are obliged to conduct business in public, that is, to publish annually for general information the annual report, balance sheet, profit and loss account.

In contrast, a closed joint-stock company distributes its shares only among the founders or other predetermined circle of persons, that is, it is characterized by a constant composition of participants. Therefore, it is deprived of the right to conduct an open subscription for its shares or offer them for purchase to other persons in any other way. The participants in such a company enjoy the right of pre-emption to purchase shares sold by other shareholders, which is designed to preserve their pre-limited composition. Therefore, the number of participants in a closed joint-stock company should not exceed the limit value, which is established by the law on joint-stock companies.

The supreme body of a joint-stock company is the general meeting of its shareholders. It has exclusive competence, which cannot be transferred to other bodies of the company even by decision of the general meeting. It includes: changing the charter of the company, including changing the size of its authorized capital, election of the supervisory board (board of directors), audit commission (auditor) and executive bodies of the company (unless the latter issue is within the exclusive competence of the supervisory board), as well as approval of annual reports and balance sheets of the company, distribution of its profits and losses and decision on the issue of reorganization or liquidation of the company. In large joint-stock companies with more than 50 shareholders, a supervisory board must be created, which is a permanent collective body that expresses the interests of shareholders and controls the activities of the executive bodies of the company. In cases of its creation, the exclusive competence of this body is determined, which also under no circumstances can be transferred to the executive bodies. In particular, it may include consent to the commission by the company big deals equivalent to a significant part of the value of the authorized capital of the company, as well as the appointment and recall of the executive bodies of the company.

The audit commission of the company, which in small companies can be replaced by an auditor, is created only from among the shareholders, but is not a management body of the company. Its powers to control the financial documentation of the company and the procedure for their implementation are determined by the law on joint-stock companies and the charters of specific companies.

The executive body of the company (directorate, board) has "residual" competence, that is, it decides all issues of the company's activities that are not within the competence of the general meeting or the supervisory board. The Civil Code allows the transfer of powers of the executive body not to elected shareholders, but management company or manager (individual entrepreneur). Another economic company or partnership or production cooperative may act as a management company. Such a situation is possible by decision of the general meeting, in accordance with which a special agreement is concluded with the management company (or individual manager), providing for mutual rights and obligations, as well as responsibility for their non-compliance

Another way to control the activities of the company's executive bodies is an independent audit. Such an audit may be carried out at any time at the request of shareholders whose aggregate share in the authorized capital of the company is at least 10%. An external audit is also obligatory for open joint-stock companies that are obliged to conduct business publicly, because here it serves as an additional confirmation of the correctness of the company's published documents.

A subsidiary economic company does not constitute a special organizational and legal form. In this capacity, any economic company can act - joint-stock, with limited or additional liability. The peculiarities of the position of subsidiaries are related to their relationship with "parent" (controlling) companies or partnerships and the possible emergence of liability of controlling companies for the debts of subsidiaries.

A company may be recognized as a subsidiary if at least one of the following three conditions is met:

• - prevailing in comparison with other participants of participation in its authorized capital of another company or partnership;
• - an agreement between the company and another company or partnership on managing the affairs of the first;
• - another opportunity for one company or partnership to determine decisions made by another company. Thus, the presence of the status of a subsidiary does not depend on strictly formal criteria and can be proved, for example, in court in order to use the appropriate legal consequences.

The main consequences of recognizing a company as a subsidiary are related to the emergence of liability to its creditors on the part of the controlling ("parent") company, which is responsible, however, not for all transactions made by the subsidiary, but only in two cases:

• - when concluding a transaction at the direction of the controlling company;
• - in case of bankruptcy of a subsidiary and it is proved that this bankruptcy was caused by the execution of the instructions of the controlling company.

Of course subsidiary is not liable for the debts of the main (controlling) company or partnership.

The main ("parent") and subsidiary (or subsidiaries) companies constitute a system of interconnected companies, which received the name "holding" in American law, and "concern" in German law. However, neither the holding nor the concern itself is a legal entity.

Dependent companies are also not a special organizational and legal form of commercial organizations. Various business companies act in this capacity. We are talking about the ability of one society to significantly influence the decision-making of another society, and that, in turn, to exert a similar (non-determining) influence on the decision-making of the first society. Such a possibility is based on their mutual participation in each other's capital, which, however, does not reach the degree of a "controlling stake", that is, it does not allow one to speak of such relationships as relations between subsidiaries and "parent" companies.

In accordance with paragraph 1 of Art. 106 of the Civil Code, a company is recognized as dependent, in the authorized capital of which another company has more than 20% participation (voting shares or shares in the capital of a limited liability company). Dependent companies often mutually participate in each other's capital. At the same time, the shares of their participation can be the same, which excludes the possibility of unilateral influence of one company on the affairs of another.

A production cooperative is an association of citizens who are not entrepreneurs, which was created by them for joint economic activity on the basis of personal labor participation and the association of certain property contributions (shares). Members of the cooperative bear additional responsibility for its debts with their personal property within the limits established by law and the charter of the cooperative.

A non-owner commercial organization is recognized as a unitary enterprise. Such a special organizational and legal form is reserved only for state and municipal property. Since December 8, 1994, the right to create commercial non-owner organizations (that is, "enterprises") has been reserved only for state and municipalities. Such organizations are declared "unitary" by law, which implies the indivisibility of their property into any contributions, shares or shares, including its employees, since it belongs entirely to the owner-founder. Unitary enterprises can act in two forms - based on the right of economic management and the right of operational management, or state-owned. A unitary enterprise is not liable for the obligations of its founder-owner. The latter, however, is not liable with its property for the debts of a unitary enterprise based on the right of economic management, but may be held additionally liable for the debts of an enterprise based on the right of operational management ("state").

Institutions are the only type of non-profit organization that is not the owner of its property. The institutions include a large number of various non-profit organizations: state and municipal authorities, institutions of education and enlightenment, culture and sports, social protection etc.

Being a non-owner, the institution has a very limited right of operational management of the property transferred to it by the owner. It does not imply the participation of such an organization in business relations, with the exception of certain cases provided for by its constituent documents. But with a lack of institutions Money for settlements with creditors, the latter have the right to present claims against the owner-founder, who in this case is fully liable for the debts of his institution. In view of this circumstance, the law does not provide for the possibility of bankruptcy of institutions.

The main source of property of the institution is the funds received by it according to the estimate from the owner. The owner can finance his institution and partially, giving him the opportunity to receive additional income from the entrepreneurial activity permitted by the owner.

Organizationally - production fundamentals product release.

According to Art. 48 of the Civil Code of the Russian Federation, an enterprise, as a business entity and an object of management, is a legal entity (i.e., an organization that owns its own property) that has the right to acquire property and personal non-property rights and incur obligations on its own behalf, as well as be a plaintiff and defendant in court, arbitration and arbitral tribunal.

The enterprise has civil legal capacity and legal capacity. Civil legal capacity is of a special nature and is determined in the charter of the enterprise. When transactions are made that do not meet the goals specified in the charter, the transactions may be declared invalid with consequences in the form of bilateral restitution (return of the parties to their original state).

In order for an enterprise to participate in civil circulation (including foreign trade), in addition to the ability to have rights and obligations (legal capacity), it must also have the ability to implement them (capacity). The implementation of legal capacity of a legal entity is carried out through bodies acting within the limits of the rights granted to them under the legislation of the Russian Federation. Therefore, in the charter or other constituent documents, the competence of the head of the enterprise in the civil law sphere should be determined.

Civil law allows the establishment of subsidiaries by an enterprise with the right of a legal entity, as well as branches, representative offices, departments and other separate divisions with the right to open current and current accounts. A subsidiary with the right of a legal entity is an economically separate unit that carries out economic activity independently, at your own expense and at your own risk. A branch, representative office, department of an enterprise are not independent legal entities, but act on the basis and within the framework of a power of attorney received from the corresponding enterprise - legal entity. The regulation on such a representative office or branch must necessarily reflect the limits of authority of the representative office (branch) itself and its head, including the procedure for signing contracts with foreign companies.

Liquidation and reorganization (merger, accession, division, separation, transformation) of an enterprise are carried out by decision of the owner of its property or by the body authorized to create such enterprises, or by decision of a court or arbitration.

In practice, it is important to distinguish cases of termination of a legal entity in the form of liquidation or reorganization from cases where the efforts of several legal entities are combined to improve activities, with a partial transfer of a number of rights to a newly created association, but while maintaining their legal personality (concerns, associations, etc.). .P.). In this case, some of the powers of the merging legal entities are delegated to the new association, which should be reflected in the constituent documents.

The organizational and legal system of the Russian Federation is determined by the Civil Code of the Russian Federation, which entered into force on January 1, 1995, according to which all enterprises, depending on the main purpose of their activity, are divided into non-commercial and commercial.

Non-profit enterprises differ from commercial ones in that their main goal is not to make a profit and they do not distribute it among the participants. An example of such enterprises are various consumer cooperatives, public or religious organizations.

Leading place in a market economy belongs to commercial organizations that are created in the form of:

business partnerships;

Business companies;

production cooperatives;

State and municipal unitary enterprises.

Organizational and legal forms imply a distinction between enterprises according to forms of ownership, i.e., according to the status of the owner of capital, the method of distributing profits and losses, the number of participants in a given economic entity, the limits of property liability, sources of property and forms of management.

Business partnerships and companies are recognized as commercial organizations (enterprises) with the authorized (share) capital divided into shares (contributions) of the founders.

Partnerships, as a rule, are an association of persons, and companies - an association of capital. The main difference between associations of persons and capitals is the degree of responsibility of the founders to creditors.

Business partnerships and companies can be created as general partnerships, limited partnerships and limited liability companies.

A full partnership is distinguished by two main features: the entrepreneurial activity of its participants is considered the activity of the partnership itself, and for its obligations any of the participants is liable with all its property, including those not transferred to the partnership as a contribution. This is also the reason for the features legal status this form of enterprise and its participants.

First of all, the partnership is based on personal-trust relations, since the situation is not ruled out here, when a transaction on behalf of the partnership was concluded by one participant, and another will bear property responsibility for it. Therefore, it is no coincidence that general partnerships appeared and are developing as a form of family business.

In the practice of Russian entrepreneurship, this organizational and legal form is almost never found. It is unpopular with entrepreneurs because it does not set limits on their liability for partnership debts.

Meanwhile, throughout the world (and before the revolution in Russia), general partnerships are widespread and successfully operate mainly in the field of small and medium-sized businesses. For example, they are organized by doctors, lawyers and other persons providing paid services. Abroad, such partnerships are supported by the state, they are provided with tax benefits, preferential loans, since the guarantee of the return of money is the unlimited joint and several liability of the partners for the debts of the company.

In our country, it is unprofitable for individual entrepreneurs to create a legal entity in the form of a general partnership, which does not limit their liability for the obligations of the partnership, and the state does not establish any privileges for them.

A limited partnership, or limited partnership, is distinguished by the fact that it consists of two groups of participants. Some of them carry out entrepreneurial activities on behalf of the entire partnership and at the same time bear additional unlimited liability with their personal property for its obligations. Others do not bear such responsibility, as their contributions become the property of the partnership. They only bear the risk of losing deposits. Therefore, contributors - limited partners are excluded from doing business in the partnership and retain only the right to receive income from their contributions, as well as to information about the activities of the partnership. A limited partnership is very convenient for those who want to provide a commercial loan at minimal cost. However, for the same reasons as general partnerships, limited partnerships have not received distribution in Russia.

A limited liability company (LLC) and an additional liability company (ALC) are organizational and legal forms of enterprises introduced by the Civil Code of the Russian Federation from 01.01.95 instead of a limited liability partnership (LLP).

A limited liability company is a kind of association of capital that does not require the personal participation of its members in the affairs of the company. The characteristic features of this form of enterprises is the division of its authorized capital into shares of participants and the absence of responsibility of the latter for the debts of the company. The property of the company, including its authorized capital, belongs to it as a legal entity and does not form an object of shared ownership of the participants. Members of an LLC are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of the contributions made. ALCs are characterized by the features of an LLC, with the exception of the property liability of the company's participants, which is expanded to the level of liability of a full partnership - the participants jointly and severally bear subsidiary liability for the obligations of the company with their property in the same multiple of the value of their contributions. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions.

The experience of economic development in our country and abroad testifies to the effectiveness of combining individual capital to create large industrial joint-stock companies (JSC).

The main difference between a joint-stock company and any other economic company is that its authorized capital is divided into a certain number of equal shares, and each of them is expressed by a security - a share. Therefore, shares of the same issue must have the same par value.

Shareholders - owners of shares - are not liable for the obligations of the company, but only bear the risk of losses - the loss of the value of their shares.

The joint-stock form not only quickly mobilizes capital and gives rise to a variety of ways to combine them, but it also democratizes the economy, gives a significant social result, turning a wide layer of people into co-owners of property, receiving the right to manage the activities of the enterprise and participate in the distribution of profits.

The authorized capital of a joint-stock company is made up of the nominal value of the shares of the company acquired by the shareholders. Its size for open JSCs must be at least a thousand times the minimum wage (minimum wage), and for closed joint-stock companies - at least a hundred times the minimum wage established by current legislation, dated at the time of registration of the enterprise. Changes in the authorized capital are possible, firstly, when the par value of the company's shares changes and, secondly, when additional shares are placed or reduced. The company is not entitled to reduce the authorized capital, if as a result of this its size becomes less than the minimum authorized capital of the company.

A joint-stock company can be open or closed, which is reflected in its charter. Shareholders of an open joint stock company (OJSC) may alienate their shares without the consent of other shareholders of this company. The number of JSC shareholders is not limited.

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 (CJSC). In accordance with the current legislation of the Russian Federation, the number of shareholders of a CJSC should not exceed 50 people.

Shares of a company can be of two types - ordinary and preferred. The owners of these shares have different rights. Ordinary shares give the shareholder the right to participate in the general meeting of shareholders with the right to vote, as well as the right to receive dividends, and in the event of liquidation, the right to receive part of the company's property.

The owners of the company's preferred shares do not have the right to vote at the general meeting of shareholders, but they have a specific amount of dividend determined in the charter.

An important feature of the current legislation is the possibility of redistributing JSC shares from many small shareholders to slightly larger ones, the so-called "efficient owners", including strategic partners.

Depending on the size of the blocks of shares owned by shareholders, they can be conditionally divided into large (more than 10% of shares), medium (from 1 to 10%) and small (up to 1%).

The interests of small shareholders are not primarily related to profitability, but to wages.

The owners of medium blocks of shares are also objectively interested in profit, but the harsh tax pressure and restrictions on the payment of dividends in most cases deprive them of the hope of receiving dividends.

Large shareholder - is, as a rule, wealthy investors, including foreign ones. They are able to participate in the management of the JSC and can carry out reforms in the enterprise. Such shareholders are interested not so much in participating in the day-to-day operational management of the joint-stock company as in controlling the financial results of its activities.

The Civil Code of the Russian Federation reintroduced such a form of enterprise as production cooperatives (PCs). They are created on the basis of a voluntary association of citizens for joint production, economic or other activities that do not contradict the legislation of the Russian Federation, based on personal labor or other participation. In the PC, all participants are given equal rights in managing the affairs of the enterprise, regardless of the size of the property contribution.

The property of the PC is formed from the monetary and material contributions of its members, income from production activities, the repurchase of leased fixed assets, as well as from the property of indivisible (target) funds.

A special organizational and legal form is established by the Civil Code of the Russian Federation for state and municipal property, called a unitary enterprise (UE).

A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it. The property is transferred to the owners for economic management. It is indivisible and cannot be distributed among deposits (shares), including between employees of the enterprise. A unitary enterprise is established by decision of the bodies authorized to manage the property of the Russian Federation, constituent entities of the Russian Federation and administrative-territorial entities. According to the Civil Code of the Russian Federation, an enterprise must have a name indicating the owner of its property, for example, “federal state enterprise”, “regional state enterprise”, “municipal enterprise”.

Unitary enterprises are organized in two forms: based on the right of economic management and operational management, or state-owned.

A state-owned enterprise is created by decision of the Government of the Russian Federation. It also approves the charter and decides on its liquidation.

The unstable position of the enterprise - non-owner in the conditions market economy obviously. It is no coincidence that they are absent in countries with developed market relations. The state and municipal enterprises created there usually exist in the form of joint-stock companies or limited liability companies with full or other decisive participation of the state as a founder.

However, given the traditions of public consciousness and the realities of the domestic economy, this form is preserved not only for state and municipal enterprises, but also for those enterprises that were created by private individuals and public organizations before the adoption of the Civil Code of the Russian Federation.

All existing companies and firms have a certain legal status depending on the form of their legal registration. A registered enterprise receives an organizational and legal form that determines the purpose of its existence, methods of disposing of capital and property.

Organization types

Business entities can be commercial and non-commercial types. There are such organizational and legal forms of commercial enterprises: companies, joint-stock companies, partnerships, unitary enterprises and others. Types of non-profit entities: foundations, non-profit partnerships, homeowners associations, political parties, public organizations, institutions, public corporations, Cossack societies, autonomous organizations, public associations and movements. The above non-profit enterprises exist as legal entities. Without a legal status, individual entrepreneurs, financial and industrial groups, representative offices, branches, mutual investment funds can be formed. The first are created for the purpose of making a profit, while non-profit organizations pursue other goals. For example, Training Center has one task - to improve the quality of education. The detailed structure of commercial enterprises is discussed below.

Joint stock companies

The most common organizational and legal form of a legal entity is a joint-stock company. There are open and closed joint-stock companies. In the first case, the company's shares are transferred to an indefinite number of persons, while in closed society Securities are owned by a strictly limited circle of shareholders. Companies have an authorized capital, the minimum amount of which is 1000 minimum wages, as well as founders and a charter. The popularity of this organizational and legal form is explained by minimal risk expected losses incurred by its participants.

Partnerships

Economic entities in the form of partnerships can register their enterprise as a general partnership, a limited liability company or a limited partnership. Participants in a general partnership are liable for its debts with their property. An agreement is concluded between its members. Other contributors who are liable for the obligations of the company in an amount not exceeding the contribution, but who do not participate in the business activities of the company, take part in a limited partnership.

Society

Forms of management in the form of a company with additional or limited liability are also quite common. These companies are created by one or more founders. Due to their contributions, the authorized capital of the company is formed. The limited liability of the company means that its participants are only liable to reimburse the risks of loss in the amount of the value of the invested funds. Additional liability implies compensation for losses by the property of depositors.

Unitary enterprises

Organizational and legal forms of management in the form of a unitary enterprise mean that the property of firms in this case belongs to the state or municipality. A unitary enterprise is responsible for its debts with the property that belongs to it, and it is not entitled to answer with the property of the owner for his debts.

Production cooperatives

Such organizational and legal forms as cooperatives mean that a certain number of citizens (from five people) have voluntarily united to conduct joint economic or production activities. It can be construction, trade, processing, provision of services, household service. Members of the cooperative have shares in the form of part of the property of their association. A production cooperative is called an artel. This form of organization is typical for agricultural enterprises. The difference between an artel and a society is the obligatory labor participation in the work of the firm.

Non-profit enterprises

As already mentioned, the purpose of creating non-profit enterprises is any purpose other than making a profit. For example, a religious community is created to meet spiritual needs. A sports organization is established for the physical development of the population and the promotion of health. With the aim of uniting, reviving and raising the strength of the spirit of the Cossacks, Cossack societies are created.

Non-legal organizations

Individual entrepreneurship does not imply the use of hired labor. From an accounting and tax reporting this form is very simple, because of all the documentation you will only need to submit an income declaration. By creating a mutual investment fund, investors unite, transferring their funds to a management company. Representative offices and branches perform the main functions of the company, while their range of capabilities is limited. All of the above organizational and legal forms are united by the absence of registration as a legal entity.

What form to choose for the created enterprise

First of all, it is necessary to answer the question of the purpose for which the enterprise is being created: the company is needed to make a profit, that is, of a commercial nature, or its activities will pursue other goals. Next, you need to decide on the role of the creator of the enterprise. To open a company, you need participants, shareholders or founders. An enterprise is always created by the founders, who then move to a different quality - employees or shareholders. The founders of a commercial organization increase their well-being by making a profit of the company. In a non-profit enterprise, this can be achieved if the founder is a highly paid employee. Although the charter of a non-profit organization does not provide for direct profit, it is possible to earn money by increasing the salary of its employees.

Ways to manage various enterprises

The supreme governing body of all organizations is the meeting of founders, who may be called participants, shareholders. Depending on the form of the enterprise, the number of participants will be different. In joint-stock companies, several people participate in the meeting, the number of which depends on the number of shares in the ownership of the enterprises. The founder may participate in the meeting personally or through his representatives. The governing body is endowed with rights, here are the main ones for all enterprises: changing the charter, appointing and removing CEO, discussion financial activities, appointment of an audit, making a decision on liquidation and reorganization. The meeting of the founders is held as necessary, at least once a year. The executive power of all enterprises is the general director.

Business associations

Created firms can be combined into a larger organizational and legal form. These are concerns, associations, corporations, trusts, combines. So, the association is created on the basis of contracts of several companies by combining the main functions. The association represents the interests of these companies in relations with government officials or other companies. A consortium is created to achieve some goal common to different companies. As soon as the goal is reached, the association stops its work.