Possessing any organizational legal form. What is an OPF? Classification and examples of OPF. Doing business without the status of a legal entity

The main organizational and legal forms are defined by the articles of the Civil Code of the Russian Federation. There are two groups of organizations: commercial and non-commercial. Commercial organizations are those whose main purpose is to make a profit. Non-profit organizations include organizations that are called upon to solve social, public, religious and other tasks.

Commercial organizations are divided into four groups: business companies, business partnerships, production cooperatives and state and municipal unitary enterprises (see Figure 1.1). Business companies include joint-stock companies, companies with limited liability and additional liability companies.

Fig.1.1. Organizational and legal forms

A joint-stock company is “a commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the rights of the company's participants (shareholders) in relation to the company”. Shareholders are not liable for the obligations of the company and bear the risk of losses associated with its activities, within the value of their shares. Joint-stock companies can be created as open companies, in which shares are distributed on the basis of free subscription in funds mass media, and closed, in which the shares are distributed between the participants of the company.

A limited liability company is an organization founded by one or more persons, the authorized capital of which is divided into shares of certain founding documents sizes, Participants of a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.

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

Business partnerships include: general partnership, limited partnership. A general partnership is a partnership, the participants (general partners) of which, in accordance with the concluded agreements, are engaged in joint entrepreneurial activities on behalf of the partnership. The share capital of the company consists of shares, the amount of which is determined by agreements. General partners are obliged to participate in the activities of the partnership and jointly and severally bear subsidiary liability with their property for the obligations of the partnership. Profits and losses are distributed in proportion to the shares of participants.

A limited partnership (limited partnership) is a partnership in which, along with general partners who carry out entrepreneurial activities on its behalf and are liable for its obligations with their property, there are one or more participants - investors (limited partners) who bear the risk of losses associated with activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the implementation by the partnership entrepreneurial activity. The profit is distributed in accordance with the amount of the share capital belonging to the participant.

A production cooperative is a voluntary association of citizens on the basis of membership for a joint production or other economic activity based on their personal labor or other participation and the association of property share contributions by its members. Members of production cooperatives bear joint and several subsidiary liability. The property of the cooperative is divided into shares in accordance with the charter of the cooperative.

State and municipal unitary enterprises are organizations created by state (local) authorities.

In practice, a unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. The property belongs to the state or municipal government, is indivisible and cannot be distributed among deposits, including between employees of the enterprise, and is in the operational management of the enterprise.

1.4. Products of organizations (enterprises), its types and features. Indicators and meters of the composition and volume of products

The composition of the organization's (enterprise's) products is determined using two indicators: nomenclature and assortment. Nomenclature is a list of products combined in homogeneous groups, each of which includes products of the same name (TVs, video cameras, personal computers, etc.). Range - this is a list of products grouped, each of which contains products of the same name, brand, model, size. The nomenclature and assortment are an integral part of the plan for the production and sale of products. In addition to the characteristics of the products themselves, for each item, the following is indicated: the quantity of products, the complexity of manufacturing and the total cost of a unit of production, the selling price.

To determine the generalized and estimated indicators of the organization (enterprise) activity, a system of volumetric indicators is intended. When calculating these indicators, indicators of the volume of production and volume of production are distinguished. Under production volume refers to the valuation of costs for the production of products, regardless of the place of their production. Under production volume is understood as the valuation of the volume of production, taking into account only the own costs of a given organization (enterprise). The volume of production does not include the costs incurred in the previous stages of the production process. The volume of production should not include the cost of raw materials, materials, purchased components, fuel, energy.

In practice, three indicators of production volume are used:

commercial products,

sold products (sales volume, sales proceeds, sales volume),

gross output.

Marketable products- these are fully manufactured (tested and packaged) final products, semi-finished products intended for sale to other organizations (enterprises), services for own capital construction, services of an industrial nature. sign marketable products is the degree of readiness.

Sold products- this is the commercial product that is sent to the consumer, the customer and paid for by him. It should be noted that the concept of sold products from an economic and accounting point of view is somewhat different, since from the latter point of view, the fact of sale is often considered to be the fact of shipment of products. Sold products may differ from marketable products by the amount of change in balances finished products in the warehouse of the organization (enterprise), finished products that are in the process of transportation, as well as changes in the volume of products unpaid by the consumer.

where is the volume of sold products;

- the volume of commercial products manufactured for certain period time;

. - change in the balance of commercial products in the warehouse of the organization;

- change in commercial products that are in the process of transportation to the consumer or customer;

- change in the balance of unpaid products.

- in the absence of residues (for example, bakery products). Ideal, but with long manufacturing cycles this is physically impossible.

Gross output- this is a cost estimate of the costs of an organization (enterprise) for the production of products for a certain period of time. Gross output differs from commodity output by the amount of work in progress, i.e., the valuation of products at various stages technological process.

where - gross output;

- the volume of marketable products;

– change in the volume of work in progress.

Work in progress is production that is at any stage of the technological process of production.

Gross output is the oldest and most obsolete indicator. In market conditions, it should be used only within a separate organization (enterprise) when calculating the need for personnel, a preliminary assessment of the compliance of the volume of work for a certain period of time with throughput.

The most important volume indicator in market conditions is sold products, since its volume depends, on the one hand, on many internal factors, and, on the other hand, has a significant impact on the amount of profit. Main internal factors that affect the volume of sold products are: the correctness of the formation of the range of products, the competitiveness of products, reasonable pricing and cost policies of the organization (enterprise), the perfection of technical, technological and material base, progressiveness of the used forms and methods of organization and management, marketing research, etc.

To calculate any volume indicator, you need to know the amount of production and the volume meter.

where is the volume index;

- the number of types of products;

- amount i- that product;

- volume meter.

In practice, the following volume meters are used:

1. natural - any physical meter (quantity in pieces, meters, tons) is used only for the production of one type of product.

2. Labor meters , these include the labor intensity of the product and the basic wages of production workers. These meters are used only within the organization. The disadvantage is that the complexity does not take into account the complexity of the work performed. Wages do not have this disadvantage.

3. Cost meters : price, total cost, value added by processing.

Price is the only measure of the volume of products sold. Full cost - includes all the costs of the organization for the production and sale of products and is used within the organization. Processing value added is an indicator that takes into account only the newly created value of a given organization, i.e. her own expenses.

Each of the listed meters has its purpose and scope.

1.5. Quality and competitiveness of products: concept, indicators and evaluation methods

Product quality- this is a set of product properties that determine its suitability to satisfy certain needs in accordance with the purpose (GOST 15467-79). According to international standard ISO 8402.1994, quality is defined as a set of characteristics of an object (activity or process, product, service, etc.) related to its ability.

Estimated indicators quantitatively characterize those properties,
which form the quality of products as an object of production
and consumption or exploitation. They are used to standardize
quality requirements, assessment of the technical level in the development of standards, quality checks during control, testing and certification. Estimated indicators are divided into functional, resource-saving and environmental.

Functional indicators characterize the properties that determine the functional suitability of products to meet specified needs. Oki combine indicators of functional suitability, reliability (reliability, maintainability, durability, reproducibility, storability), ergonomics (hygienic, anthropometric, physiological, psychological) and aesthetics (form rationality, composition integrity, production excellence).

Resource-saving indicators characterize the properties of products that determine the level of resources spent during its creation and use. The group of resource-saving indicators includes subgroups of manufacturability and resource consumption indicators.

Environmental indicators of product quality characterize its properties associated with exposure to humans and environment. They are combined into two groups of indicators - safety and environmental friendliness.

Quality Level- this is relative indicator, which characterizes the result of comparing the quality indicators of a new product with the quality indicators of a product similar in terms of functional indicators.

where i– quality indicator index;

– quality factor i-th parameter;

- weight coefficient.

where - value i-th quality indicator of a new product;

Meaning i-th quality index of the base product.

Competitiveness- this is the ability of a product to find its consumer, provided that the market is saturated with similar products.

When evaluating the competitiveness of a product, it should be compared with a similar product available on the market for its functional purpose, therefore, the indicator is relative.

Citizens in pursuit of the set goal unite in communities and organizations that make it possible for them to rationally use their savings. In order to achieve the intended, an organization is needed. legal entity, which, depending on the task, can be commercial and non-commercial type.

At the same time, the nature of the legal relationship between the enterprise and the owners can be formed in such a way that the founders lose their rights to their deposits, as they are transferred to the enterprise or they retain the property right to deposits, and the enterprise is not entitled to count on them.

This classification is necessary in order to determine the direction of the business formation.

For example, commercial structures pursue one goal - obtaining material benefits, while non-commercial structures do not have the right to prioritize the receipt of income and distribute it among the participants of the companies.

According to such a classification, the legislator regulates the features of the activity and formation of a particular legal entity.

What form of ownership to choose for LLC and IP - see here:

The legislative framework

All possible legal forms are indicated in the all-Russian classifier adopted and put into effect by Order of the Federal Agency No. 505 of 2012.

In addition, the definition this concept given in Art. 48 of the Civil Code of the Russian Federation. Specific economic forms of legal entities are indicated by:

• Art. 69, 82 of the Civil Code of the Russian Federation - definition of the concept of full and faith-based partnerships;
• Art. 87, 96 of the Civil Code of the Russian Federation - LLC;
• Art. 106.1 of the Civil Code of the Russian Federation - regulation of the work of production cooperative structures;
• Federal Law No. 380 - economic partnership;
• Art. 86.1 of the Civil Code of the Russian Federation - a peasant economy.
• Art. 113 of the Civil Code of the Russian Federation - unitary enterprises.

Article 48. The concept of a legal entity

1. A legal entity is an organization that has separate property and is liable for its obligations, can acquire and exercise civil rights and bear civil obligations on its own behalf, be a plaintiff and a defendant in court.
2. A legal entity must be registered in a unified state register legal entities in one of the organizational and legal forms provided for by this Code.
3. Legal entities, on the property of which their founders have property rights, include state and municipal unitary enterprises, as well as institutions.
To legal entities in respect of which their participants have corporate rights, relate corporate organizations(Article 65.1).
4. Legal status of the Central Bank Russian Federation(Bank of Russia) is determined by the Constitution of the Russian Federation and the law on central bank Russian Federation.

Classification of enterprises with the status of a legal entity

According to the classifier, each legal entity, depending on the definition, belongs to the type:

1. Structures created for commerce and enrichment:

• Partnerships and companies of economic type;
• created by the state or municipality;
• Economic partnership and peasant farming.

1. Not pursuing commercial interests:

• Cooperatives for consumer purposes;
• Societies with religious and public interests;
• Institutions funded by the creator in whole or in part;
• Union of Associations;
• Cossack society.

Why is this classification needed?

classify law societies to define the following tasks:

• The purpose of the activity, for what purpose the enterprise was formed, for enrichment or for solving other problems of a non-commercial direction;
• The form itself denotes the permissible structures of the enterprise established by law;
• The nature of the legal relationship between the legal entity and the creator - meaning the presence or absence of the rights of the founders to the ownership of the enterprise.

The main features of a legal entity.

Commercial structures and their characteristics

For commerce, the main goal of achievements is considered to be the increase in wealth, among the common types of such enterprises are the following.

Business partnerships

The capital of such organizations is formed by equity investment. These partnerships are divided into full and "on faith". In addition, they are limited liability and joint-stock companies.

At the same time, each company is endowed with certain legal nuances:

• A general partnership is characterized by the unconditional liability of participants with their own property for obligations, these formations are quite risky. you will learn how to create a general partnership and what documents are needed for this;
• In a limited partnership, there are, in addition to general partners, investors who risk losing their contributions if their obligations are not fulfilled. Rights and obligations of participants in a limited partnership.

Important: in Russia, such societies are not very common. In addition to them, there are:

• LLC - in this company there are participants who have made a certain contribution to it, and in case of unfulfilled obligations, they are liable only for this contribution, without losing personal property;
• JSC - has a lot in common with LLC, except for the name of the form of ownership, here the founders own a certain number of shares instead of a share. These structures are closed - the shares are distributed among predetermined persons, public - with the right to public placement of shares.

Production cooperative

It is a voluntarily formed variant of activity to achieve a single production or other goal. Their main nuance is the personal voluntary participation of citizens in the process of activity.

Peasant farming

This association is based on the family ties of the participants, but this is not necessary, creating it for the purpose of performing agricultural work for profit.

Such an economy should have a head who is the unconditional leader. All decisions in the economy are made by the general meeting, and property is also common.

Unitary structures

These enterprises are created to solve problems at the state level, provide the population with scarce food, sew the necessary clothes, and so on. Enterprises are given ownership of certain property, it can be a whole economic complex, but at the same time they have no rights to property.

Since such enterprises are created by the authorities, the right to property remains with the owner. In addition, they must coordinate any production decisions with the creator.

Non-profit formations

They are formed for any purpose other than commercial, they can be solutions for global public issues, religious organizations, charitable foundations.

Important: these enterprises are prohibited from prioritizing commercial activities. They are formed in such areas as the media, training, communities of interest.

Varieties of organizational and legal forms.

Non-profit organizations are:

• Consumer cooperatives - a voluntary association of people and their property for their own security, exists on the basis of share contributions, membership in it can be of several types - with the right to vote and only in cases specified by law;
• Public and religious communities that bring together people for non-profit purposes, with the same worldview or spiritual needs. The participants in this society are completely deprived of the right of ownership of the contributed property, the society has the right to engage in entrepreneurship in order to achieve internal needs;
• Foundations - exist on the basis of voluntary contributions and donations, are formed to solve public, social and educational issues. There is no membership at all, they have the right to entrepreneurial activity, including the formation of economic companies to achieve the main goals;
• Associations and unions - created on the basis of membership to resolve professional and socially useful issues, in order to protect their own interests, usually such formations arise as a result of the merger of several legal entities engaged in commerce;
• Cossack communities - there is a separate legislative act for their regulation, they are created for the purpose of voluntary service;
• Institutions - created by the owner in order to achieve managerial, cultural or other goals, fully financed by him partially.

Important: the main goals of these enterprises are indicated in the Charter, according to which the organization must strictly follow.

At the same time, a non-profit type organization has the right to have as many participants as there are those who wish, and each of them has the right to take part in the management process, since the Charter in most enterprises provides for a fairly wide range of powers for the general meeting.

Doing business without the status of a legal entity

In addition to the formation of a legal entity, it is possible to engage in commerce, having received the status of an individual entrepreneur, which is a full-fledged subject of civil relations. Becoming an entrepreneur is available from the age of majority by registering with government agencies.

The disadvantage, unlike a legal entity, is that an individual entrepreneur is fully liable with all his property in the event of liability to third parties. He can lose everything, up to the property acquired in the status of an individual.

Important: however, there is also a positive factor - access to the conduct of any type of activity without additional creatures Charters and other constituent documents.

In addition to individual entrepreneurs, there are several more ways to do business without forming an enterprise - branches operating as legal entities and representative offices, whose activities are aimed at protecting the interests and rights of the business.

Conclusion

All of the listed types of organizational and legal forms indicate that the legislation has formed an extensive base for the possibility of determining the necessary type of business in order to achieve the goal.

Varieties of ownership forms are discussed in this video:

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. Not commercial 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 of legal entities can be distinguished.

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 right of economic management derived from ownership, have the rights to the same property. operational management. This applies to state and municipal unitary enterprises, as well as institutions financed 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 common features. 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 at all for their debts, 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 whose participants (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 risk as much as participants with full responsibility. 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, which is established by the law on joint stock companies.

The supreme body of a joint-stock company is general meeting 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 company (unless the latter issue is within the exclusive competence of the supervisory board), as well as approval annual reports and balance sheets of the company, the distribution of its profits and losses and the solution of 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 to a management company or a 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 management company(or individual manager) concludes a special agreement providing for mutual rights and obligations, as well as responsibility for their non-compliance

The method of control over the activities of the executive bodies of the company is also an independent auditing. 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 legal form 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. This 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 a personal labor participation and association of some 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 the 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 is not liable with his property for debts 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. Institutions include a wide variety of non-profit organizations: bodies of state and municipal administration, 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.

When entrepreneurs choose the organizational and legal form of their enterprise, most often they create an LLC or register an individual entrepreneur. But there are other options as well. How to choose the right form for a new organization in 2018.

Read our article:

What is meant by the legal form of a legal entity

To a person who rarely encounters legal terminology, the expression "organizational and legal form of an enterprise" may seem cumbersome and awkward. Such an expression, he thinks, refers to large enterprises that have some special status. But we can talk about the usual LLC. So what is it?

The organizational and legal form of an enterprise is the legal foundation of entrepreneurial activity. This is a system that:

• determines who and how will lead the organization;
• establishes limits of liability;
• predetermines the rules for making transactions and other aspects of economic activity.

For example, in an LLC or JSC, a general meeting of owners manages the business. Management issues are resolved CEO– within the limits of the powers that are defined in the law and the charter. In particular, the meeting must agree to certain transactions. And in a simple partnership, each of the participants in the organization has the right to conduct business, unless otherwise specified during its creation.

• commercial and non-commercial - by the purpose of creation ();
• unitary and corporate - according to the method of management ().

Before registering a company, the founders decide what it is created for - for profit or for other purposes. If the choice is in favor of the financial component, then the organization will be classified as commercial. And if the main purpose of the activity is not to make a profit, then the choice must be made from the list of non-commercial forms.

What types of organizational and legal forms of enterprises are identified in the law

Let us analyze into what organizational and legal forms the law divides organizations.

What organizational forms are non-profit

1. consumer cooperative. This is a voluntary association of people and their property for the implementation of joint projects. They are quite common: for example, these are GSK, ZhSK, OVS.
2. Public and religious organizations. They are an association of citizens in order to satisfy spiritual or other needs that are not related to the financial side of life (political, for example).
3. Funds. Such an organization exists on voluntary contributions from citizens and legal entities and has no membership. They are created to achieve socially useful goals: educational, charitable, cultural and others.
4. Association of property owners. TSN is based on an association of owners of apartments, dachas, land plots, other real estate, which members of the TSN jointly use.
5. Associations (unions). They are created to achieve the common goals of citizens or legal entities.
6. institutions. The owner chooses such a form for the implementation of non-commercial functions, and he also finances the organization. At the same time, an institution is the only type of non-profit organization that has property on the basis of the right of operational management.
7. There are other, less common organizational and legal forms of enterprises: for example, Cossack societies or small communities of indigenous peoples of the peoples of the Russian Federation.

Organizational and legal forms of commercial enterprises: what is it

Commercial forms:

1. Business partnerships. Exist like general partnerships and based on faith. They differ from each other in the degree of responsibility of the participants. The form is not very popular.
2. production cooperatives. This is a voluntary association of citizens based on membership and share contributions.
3. Business partnerships. Their work is regulated by a separate. A very rare form.
4. Peasant economy. An enterprise that has such an organizational and legal form is an association of citizens for conducting Agriculture. It is based on their personal participation in business and property contributions.
5. Economic companies. This is the most popular option for commercial organizations. They are presented in the form of limited liability companies (LLC) and joint-stock companies (JSC).

If a citizen wants to engage in commercial activities, but without forming a legal entity, he has the right to register an individual entrepreneur. This is another popular form of doing business. In the All-Russian classifier of organizational and legal forms (OKOP), the IP has its own number - 50102.

What you need to know about LLC

For enterprises in Russia, LLC is the most common organizational and legal form. Such companies:

• belong to business companies
• conduct business activities,
• bring profit.

The capital of LLC is formed by the contributions of the participants, divided into shares. This form of business organization is suitable for entrepreneurs who, for one reason or another, are not satisfied with the status of an individual entrepreneur. LLC can be quickly created. This form requires less maintenance costs than AO.

What are the main features of AO

JSC is the second most popular organizational and legal form of a legal entity. The capital of the organization is divided into a certain number of shares. JSCs are divided into public (PJSC) and non-public (NJSC). The main difference between them is that in PAO shares may be freely disposed of, in accordance with securities laws.

What are the pros and cons of IP

The main advantages of the IP status:

1. Quick registration.
2. Low stamp duty.
3. Fewer fines compared to legal entities.

The main disadvantage of the IP status is that the entrepreneur is liable for obligations with all his property.

How to choose a form of enterprise for your business

Before choosing the legal form for your enterprise, the manager needs to answer the following questions:

1. How will the company be financed - will it require an investor?
2. Are there any plans to hire staff?
3. What is the expected monthly and annual turnover from the business?
4. Which payment is preferable - cash or non-cash?
5. Is it possible to sell the business?

If we are talking about the most common types of business, then entrepreneurs most often choose between the status of an individual entrepreneur and an LLC:

1. IP registration is faster and easier, and fines are much less. But the citizen will have to answer with all his property.
2. LLCs are convenient for those who open a joint business. The authorized capital is divided into shares, which depend on the size of the participants' contributions. The LLC is not liable for the obligations of the founders, and the founders are not liable for the obligations of the LLC (with the exception of cases of subsidiary liability, which are provided for in the law - for example, in case of bankruptcy). But you will have to pay maximum fines, and maintaining an LLC requires funds.

The type of business organization you choose depends on:

• financial expenses,
• the amount of liability
• limits of authority of governing bodies and much more.

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 the 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 non-profit 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 the goals of 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 an 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 attribution of this organization to one of statutory modes of securing and using 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 classifier OPF.

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

SUE - 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 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, the organizational and legal forms of 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 persons. 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.