Organizational legal forms of enterprises determine. Organizational and legal forms of enterprises in Russia. Classification and types of organizational and legal forms

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

A correctly chosen organizational and legal form of an enterprise can give the founders additional tools to implement their plans for the development and protection of the business.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A unitary enterprise that is in federal ownership, based on the right of operational management, is a federal state-owned enterprise.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Any organization seeking to participate in the commercial, civil or political life of the state must be formalized. That is (YUL). But since different types activities have their own differences and features, then organizational and legal forms legal entities also differ.

Types of legal entity

The status of a legal entity is determined by Article 48 of the Civil Code of the Russian Federation. He suggests:

• Separate property.
• Acquisition of civil rights.
• Opportunity to be represented in court.
• Registration in the state register under one of the forms recognized by law.

It follows that in order to legitimize its existence, each association must choose a form that corresponds to the goals of its life.

There are several qualitative differences between legal entities. Here they are.

• In relation to property:
  • Private.
  • State.
• According to the objectives of the activity:
  • Commercial production.
  • Non-commercial.
• According to the founders:
  • Unitary (state) companies.
  • The founders are only legal entities.
  • Mixed composition.
• In relation to participants in property rights:
  • With real (absolute) right to property.
  • With a liability (arising in connection with participation in the company) right to property.
  • Without any right to property.
• In relation to the right to own property:
  • Own.
  • Operational management.
  • Business management.

The concept, functions, examples of types of legal entities are given in this video:

Organizational and legal forms of legal entities

Depending on this division, organizational and legal forms of divisions and companies are formed.

OPF YUL

Institutions

• Participation in business development (reserve or target).
• Implementation of charity or social programs(non-commercial).
• investment programs.

Why accumulate funds and distribute them in accordance with the goals declared during the creation. The capital of the funds (and property) is formed by the participants on the basis of voluntary law.

OOO

The most common type of business entity. Main feature - minimal risks for participants, since in the case of , the founders are liable only in the amount of . Which is formed by the participants of the society during its creation. LLC can be:

• (up to 50).
• Established by individuals only.
• Or legal entities of different forms of ownership.
• Have a mixed membership.

Religious associations

• Innovation activity.
• Work not related to direct production.
• And projects with a risky outcome.

Production cooperatives

Created by the founders for economic activities, the participants of which:

• They contribute their shares or replace them with personal participation in the production of products.
• Participate in the ownership of the enterprise in proportion to their contribution.
• I make decisions only at the general meeting (with the exception of those delegated to the governing bodies).
• They are responsible not only for the share, but also for personal property.

General partnerships

OPF, in which each member of the partnership is liable, regardless of the degree of his participation and the length of stay in the company. characterized by the ability to quickly attract third-party capital. The size of the contribution of the founders to the creation of the company is not limited, but the profit is divided in accordance with the amount of invested funds.

Faith partnerships

The composition of the participants of which is represented by two unequal categories:

• Complete comrades. These are individual entrepreneurs or firms that are fully involved in the management of the partnership and can act on its behalf, but are liable with all personal property.
• Limited partners. They make their financial contribution and receive part of the profits, but do not participate in the work of the partnership. Responsibility is only a contribution.

Companies with additional liability

In the case of the liability of the company's participants, in comparison with the LLC, it is strengthened, and extends to:

• Own property.
• In addition, they are liable for the debts of the company and co-founders in proportion to their shares.

Although such harsh measures are attractive to investors.

Non-public joint-stock companies

Or simply this form by the fact that the entire block of shares of the company is distributed only among the co-founders. That is:

• They cannot bid.
• But they can be resold among the founders through a regular transaction.
• Decisions on revaluation, issue or reduction in the number of shares are taken at the general meeting.

The differences between commercial legal entities and non-commercial ones are described in this video:

The essence and correlation of the concepts of "enterprise", "organization". The enterprise as an object and subject of law.

The term " organization"used in two meanings:

a stable association of people interacting with each other to achieve their goals with the help of material, legal, economic and other conditions;

management function, the purpose of which is to create an association or coordinate the actions of its members.

The hallmarks of an organization are:

The presence of at least one goal that unites the members of the organization. The officially declared goal gives meaning to the existence of the enterprise and determines the main direction of its activities. One of the main goals of any commercial organization is to make a profit;

isolation consists in the closedness of internal processes and the presence of boundaries separating this organization from external environment. Borders can be both material - in the form of walls and fences, and intangible - in the form of prohibitions, restrictions, rules;

The division of labor assumes that the members of the organization perform different functions;

· existence of communications between elements of the organization promotes ensuring their mutual support. The links between the elements of the organization are economic, technological, informational, social and managerial;

Self-regulation is the ability of an organization to independently resolve issues of internal life, taking into account the prevailing situation and external instructions. This activity is implemented by an external center, the purpose of which is to coordinate the efforts and work of people to achieve the integrity of the organization;

· organizational culture- this is a system of values, symbols, patterns of behavior and beliefs that determine the nature of the relationship and the line of behavior of employees both within the enterprise and at the external level.

Entrepreneurial activity organizationally acts in the form of an enterprise. An entrepreneur, combining resources (labor, land, capital) in one production process, creates an enterprise (firm). (In foreign literature, the concept of “firm” is usually used, in Soviet and Russian economic literature the concept of “enterprise” is more common. Although in the exact meaning of the word, an enterprise is an organization that is engaged in one type of activity and performs certain functions for the production of goods and services, and A firm is an organization that is characterized by different kinds activity or which is an association of enterprises, nevertheless the terms "firm" and "enterprise" are often used interchangeably.)

Company- this is a separate, independent cell of the economy, where the combination of factors of production takes place for the manufacture of products and the provision of services in order to make a profit. According to the definition of the Law "On Enterprises and Entrepreneurial Activity", "An enterprise is an independent economic entity created ... for the production of products, the performance of work and the provision of services in order to meet public needs and make a profit."

The characteristics of the enterprise are:

Technical and production isolation. Any enterprise is a technologically interconnected complex of material factors of production and a corresponding team of workers, united by the presence of a private division and cooperation of labor;

The presence of organizational unity, structural design. The internal structure of the firm is hierarchical, i.e. in the process of managing the company, subordination and balance of functions are observed, strict adherence to certain rules by the participants production process which become essential distinguishing features of the enterprise;

Economic isolation, which implies: isolation of the circulation of resources, self-sufficiency and self-financing of the reproduction process, independence in making economic decisions, economic responsibility, the presence of a specific economic interest.

From a legal point of view, a business is independent business entity acting as legal entity, the signs of which, according to the Civil Code of the Russian Federation (Article 48), are:

The presence of separate property, which may be owned, managed or operational management;

Independent property liability, i.e. the enterprise is liable for its obligations with the property it has;

Independent performance in civil circulation on its own behalf, which 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 defendant in court."

At the same time, the same term is used to refer to a certain type of objects of law. In this sense, the enterprise is a production farm. a complex, the property of which is completely separated from the property of the organization, i.e. a basic component of an organization's infrastructure. An organization (company) in a foreign interpretation may include several enterprises engaged in entrepreneurial activities.

The main organizational and legal forms used in the Russian Federation.

In countries with developed market economies, there are a variety of types and types of companies, reflecting various forms and methods of attracting and using capital, doing business.

All this diversity is usually classified according to a number of criteria:

types of economic activity;

Forms of ownership

a quantitative criterion;

in terms of value and location.

In addition, one of the most important classification features is the organizational and legal form of companies.

Organizational and legal forms of enterprises- these are historically established and legally defined forms of conducting production, economic, commercial and financial activities, differing in ownership rights, sources of financing and responsibility of the owners of the company. The characteristics of the legal form include the procedure for its registration and liquidation.

Organizational and legal forms of business structures operating in Russia are established by the Civil Code Russian Federation, part I.

Currently, the Civil Code of the Russian Federation enshrines the right to existence of various organizational and legal forms of commercial organizations that have the rights of legal entities (Article 50).

Legal entities that are commercial organizations have the main goal of their activities to make a profit, while non-profit organizations do not set such a goal ( consumer cooperatives, public or religious organizations, charitable foundations financed by the owner of the institution and other forms provided by law).

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

general partnership;

limited partnership (limited partnership);

a limited liability company,

company with additional liability;

· joint-stock company (open and closed).

Complete a partnership is called, the participants of which (general partners) are engaged in entrepreneurial activity and are liable with their property. Profits and losses of a full partnership are distributed among its participants in proportion to their shares in the total, share capital.

Limited partnership (limited partnership) A partnership is called a partnership in which, along with general partners, there are one or more participants-contributors (limited partners) who bear the risk of loss only within the limits of the amounts they have contributed and do not take part in the entrepreneurial activities of this partnership. Limited partners receive a part of the profits of the partnership due to their share in the share capital.

AT limited liability company its participants bear the risk of losses only to the extent of the value of their contributions.

AT additional liability company its participants are liable in the same for all multiples of the value of their contributions. In case of bankruptcy of one of the participants, its liability is distributed among the others in proportion to their contributions.

Joint-stock company- a company whose authorized capital is divided into a certain number of shares. Shareholders bear the risk of loss only to the extent of the value of their shares.

Public corporation has the right to conduct an open subscription and sale of shares issued by it.

Closed Joint Stock Company A joint-stock company is called, the shares of which are distributed only among its founders.

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

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

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

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

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

Rice. 1. Organizational and legal forms of enterprises

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

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

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

· sole proprietorship (private entrepreneurial) firm;

· partnership (partnership);

· corporation (joint stock company).

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

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

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

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

Among the obvious benefits should include:

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

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

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

Flaws sole proprietorship:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Many are well known from history, scientific and fiction the names “Johnson, Johnson and Co.”, “Ivanov, sons and Co.”, etc. These are limited partnerships. AT modern conditions a form of limited partnership is often used to finance businesses involved in real estate transactions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Citizens in pursuit of the set goal unite in communities and organizations that make it possible for them to rationally use their savings. To realize the planned, it is necessary to organize a 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 listed in all-Russian classifier adopted and put into effect by Order of the Federal Agency No. 505 of 2012.

In addition, the definition of this concept is 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 the unified state register of 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 The Central Bank of the 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.

To non-profit organizations are related:

• 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. Membership is completely absent, they have the right to entrepreneurial activity, including the formation business 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, for an individual entrepreneur is full responsibility with all its 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: