Basic organizational and legal forms of bodies. Types of organizational and legal forms of organizations. In some cases, the ability to write OPF may be required

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

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

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

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

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

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

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

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

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

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

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

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

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

Business partnerships

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

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

Limited liability companies

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

Joint stock companies

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

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

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

Production cooperatives

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

Peasant farms

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

Business partnerships

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

How to choose the right OPF for your company

Important points for choosing the legal form:

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

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

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

The main organizational legal forms defined by 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, limited liability companies 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 the sizes determined by the constituent documents. 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 - this is a list of products combined into 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 (e.g. 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. The main internal factors affecting the volume of products sold 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 the 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 the impact on humans and the environment. They are combined into two groups of indicators - safety and environmental friendliness.

Quality Level- this is a relative indicator that 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.

Russian enterprises can operate in various legal forms. The choice of any of them is predetermined by a variety of factors: the desired method of calculating taxes or, for example, the scale of the business and the need to raise additional capital. What are the specifics of legal forms of business in the Russian Federation? What varieties are they?

The essence of the legal form

The subjects of legal relations in the Russian Federation may have different statuses and legal forms. This is important for the correct delimitation of the specifics of their activities, as well as the application of optimal tax regimes in relation to the income generated (if we are talking about the commercial sphere). The concept of legal form also reflects aspects of the organization's legal liability for arising obligations.

In the general case, conducting commercial activities in the Russian Federation involves the state registration of an enterprise within the framework of one of the statuses provided for by law. A fixed legal form of business is a significant factor for banks making a decision on issuing a loan to an enterprise. Similarly, an investor or a potential major partner may pay attention to this.

Varieties of legal forms

In Russia, the legal form of entrepreneurial activity can be represented as one of the following main statuses:

• individual entrepreneur;
• limited liability company (LLC);
• joint-stock company (JSC);
• public JSC;
• partnership (full, limited);
• production or consumer cooperative;
• peasant economy.

Also, in some cases, it is permissible to conduct business in the status of an individual. However, this is generally less beneficial in terms of taxation. Actually, the amount of taxes is one of the factors in choosing one or another form of business. The main legal forms that we have listed above allow, in some cases, to take advantage of significant tax preferences.

It can also be noted that some non-prohibited types of entrepreneurial activity may also be carried out by state institutions and not commercial organizations in the status of legal entities. A state-legal form is possible in which the organization conducts commercial activity. For example, it may be the format of unitary enterprises.

But the range of possible activities in the field of business, open to government agencies and non-profit institutions, is often quite narrow. In addition, no special preferences in the field of calculation and payment of taxes have been established for such organizations. Therefore, the choice of the optimal form legal activity is the most important task for an entrepreneur. Moreover, there are plenty to choose from. Consider the specifics of each of the above statuses in more detail.

IP: features

The main legal provisions for individual entrepreneurs are present in the 23rd chapter of the Civil Code of the Russian Federation. It says that Russian citizens have the right to do business without being a legal entity. True, for this you need to go through state registration in the prescribed manner. But the corresponding procedure for sole proprietorships will probably look the simplest if we take other types of legal forms of business for comparison. In order to register as an entrepreneur, a citizen needs to collect quite a few documents and pay a small state fee. The authorized capital is not needed, as well as any other constituent documents. A current account, a seal - attributes characteristic of legal entities - are optional for individual entrepreneurs (although in practice they are often necessary). Reporting to the tax and other structures is minimal. Preferential taxation regimes, an entrepreneur, as a commercial entity, can choose almost the same ones that are established for legal entities, i.e. STS, UTII.

This legal form of doing business does not classify the enterprise as a legal entity. In this regard, the IP is responsible for all its obligations as an individual, that is, in full. What unites individual entrepreneurs with legal entities? First of all, the right to hire workers, the obligation to issue them work books. Also, entrepreneurs can invite contractors for civil law contracts. The considered legal form of doing business assumes that the citizen will own the business solely. It is impossible to give or donate a company (its share) in the status of an individual entrepreneur.

One of the disadvantages of the status we are considering is that the entrepreneur needs to pay contributions to the PFR, FSS and MHIF for himself, regardless of whether he has income. However, if they are in sufficient quantities, then the corresponding obligations will not be onerous, since contributions to the funds can be credited as part of the tax under some taxation systems. Even if an entrepreneur is employed somewhere, and the percentage required by law is transferred from his salary to the Pension Fund, the Social Insurance Fund and the Compulsory Health Insurance Fund, then he, one way or another, must fulfill the obligations to pay the appropriate fees for himself. At the same time, the amount of payments to the relevant funds may change every year, as Russian legislative practice shows. The importance of this factor varies greatly from one enterprise to another. For some firms, such volatility of the norms is not critical, for others it plays an important role in terms of profitability. But for start-up entrepreneurs, of course, such payments can be a bit of a burden.

Partnerships

Partnerships, along with business companies, are legal forms of legal entities designed to give the correct legal status to entrepreneurs operating in an appropriate trust mode. Business is conducted on behalf of the partnership, responsibility for arising obligations rests with the founders of the organization.

This legal form is classified under two varieties. The first is a general partnership. This type of organization assumes that none of its participants has the right to make transactions on their own behalf that are within the competence of the company without coordinating actions with colleagues. The corresponding powers of a partner are determined by a power of attorney. Responsibility for the possible obligations of the company is assumed to be joint and several. The creditor can recover the debt both from the organization and from each of its founders.

The second legal form within the category under consideration is a limited partnership. It assumes that the commercial structure will also include contributors, or limited partners. They are also liable for the arising obligations of the company, but only within the limits of their contributions. Also, limited partners are not entitled to participate in making key business decisions.

Partnerships are established on the basis of an agreement signed by all its participants. This document must comply with the provisions of Articles 70 and 83 of the Civil Code of the Russian Federation. In particular, it is necessary to fix the amount and nature of the share capital, the shares of participants, the size and conditions for deposits in the agreement, to prescribe the responsibility of the founders for refusing to make payments, etc.

The considered legal form of the organization is characterized, first of all, by a very high level of responsibility of participants for possible obligations to creditors and other persons. In practice, business in this format is mainly run by people who can work in an atmosphere of complete mutual trust, for example, members of the same family.

LLC specifics

One of the most popular legal forms of doing business in the Russian Federation is a limited liability company. Involves the establishment of an organization through a contract. It is also necessary to create the charter of the LLC. In this case, the owner of the company can be one person. LLC is a full-fledged legal entity. Its distinctive specificity is as follows: responsibility for arising obligations is not assigned to the founders, but only to the assets of the company.

To establish an LLC, an authorized capital is also needed - at least 10 thousand rubles. As a rule, it is required to open a current account, issue a seal. Tax reporting here is somewhat more complicated than for individual entrepreneurs. An LLC must have no more than 50 co-founders. If more of them are expected, it will be necessary to register a joint-stock company, or a production cooperative. The legislation of the Russian Federation provides for mechanisms for the transfer of shares in an LLC, the withdrawal of participants from the organization, the sale of enterprises in the appropriate status.

Joint stock companies

If the business, according to various criteria, does not fit the status of an individual entrepreneur, partnership or LLC, or objectively has a significant scale, then the entrepreneur can pay attention to such legal forms of enterprises as a joint-stock company (JSC), as well as a public JSC. What are their specifics?

JSC, as well as LLC, have an authorized capital. However, it is expressed not in the form of shares, but in the form of shares. If they are issued by open subscription, a special legal form arises - PJSC (public joint stock company). It can be noted that joint-stock companies are called in this way in many developed countries. Also, this legal form of organization can bear a similar name if it prescribes the appropriate status in the constituent documents. Lawyers recommend that the founders of joint-stock companies fix it if a subsequent issue of subscriptions for shares is planned.

It can be noted that “ordinary” and “non-public” JSCs appeared recently - after the introduction of amendments to the Civil Code of the Russian Federation in 2014. Prior to this, the relevant structures were referred to as CJSC (a kind of analogue of a "non-public" company) and OJSC (a prototype of a "regular" JSC). It can also be noted that in the process of reforming civil legislation, some unification of the status of LLC and JSC was carried out, in the sense that such a type of constituent document as the Charter became uniform for both types of companies, drawn up according to a common scheme.

Just as in the case of an LLC, the shareholders of a joint-stock company are not personally liable for arising obligations to the organization: certain penalties are possible only from assets in the form of securities.

Production cooperatives

These legal forms of enterprises can also be called artels. They are a voluntary association of entrepreneurs for the purpose of jointly doing business in the field of production, processing, sales of products, provision of services, performance of work, trade, etc. The personal labor participation of the founders of the cooperative is expected, as well as the transfer of share contributions by them. Entrepreneurs operating under this legal form bear additional responsibility for arising obligations in accordance with the provisions of the law and the charter of the organization. The minimum number of cooperative members is 5 people. The property owned by the organization is divided within the framework of shares, as well as in accordance with the charter, which is considered the main constituent document.

The considered legal form of business is quite common in agriculture. At the same time, many farmers prefer to conduct joint activities in the form of other forms of cooperation. Consider one of the most common.

Peasant economy

The Civil Code of the Russian Federation provides for such a form of conducting joint activities as a peasant (or farm) economy. Its main feature is that the property is jointly owned by the organization. Also, a farmer cannot be part of more than one farm at the same time. The considered legal form of joint activity of citizens involves the creation of a legal entity. Members of the organization bear subsidiary liability for arising obligations.

Aspects of registration

Most of the types of organizational and legal forms of business that we have considered require state registration as a legal entity. This procedure is carried out at the place of registration of the relevant executive authority - the territorial department of the Federal Tax Service or other authorized agency, if for some reason the tax service is not present in the region of doing business.

The most important criterion for the implementation of state registration of a business is the availability of authorized (for LLC, JSC), cumulative (for partnerships) capital, as well as mutual funds (for cooperatives). These investments form the initial property of the organization.

As for the authorized capital for LLC and JSC, it consists of the value of the company's shares (or shares). This value may be nominal, that is, the actual net assets of the firm may be higher. Many entrepreneurs prefer to form the authorized capital within the minimum values ​​established by law, for example, for an LLC it is 10 thousand rubles. Following this rule, firstly, reduces the initial financial burden on the founders, and secondly, it somewhat simplifies the procedure for evaluating deposits. The amount of authorized capital for Russian companies to be determined in the national currency of the Russian Federation - rubles. When doing business in the form of an LLC or JSC, it is the authorized capital that is the most important criterion in terms of payment guarantees determined by a possible creditor for the company.

Formation of the authorized capital

As a contribution to the authorized capital, which is required by such legal forms of enterprises as LLC and JSC, cash can be used, securities or natural property. Also, the elements of the original property of the company can be, for example, property rights that have a financial assessment. As for the authorized capital in forms alternative to cash, its formation is approved at the meeting of the founders of the economic society.

Participants of an LLC or JSC must have time to contribute their part of the authorized capital within the period specified at the level of the memorandum of association, but no later than one year after the state registration of the company. In any case, the founder cannot be released from the obligation to contribute his part of the funds or property to the authorized capital of the organization being created.

It can be noted that the original property in partnerships, in contrast to business companies, can be any size. The legislation does not include provisions that would determine the minimum amount of relevant assets in such organizations. This is quite logical: this legal form of business assumes that participants bear personal obligations. Accordingly, any penalties may be levied not only at the expense of the contributed capital.

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

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

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

Legal entities are divided into commercial and non-commercial.

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

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

Let's take a closer look at commercial organizations.

1. Partnership.

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

The disadvantages of this organizational and legal form are:

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

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

Partnerships are of 2 types: full and limited.

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

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

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

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

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

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

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

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

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

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

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

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

2. Society.

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

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

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

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

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

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

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

Education of executive bodies and early termination their powers:

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

Election of the Audit Commission;

Reorganization and liquidation of the company.

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

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

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

Expiration of the period specified in the constituent documents;

Achieving the goal for which the society was created;

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

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

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

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

Companies with additional liability.

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

joint-stock companies.

Recognizes as a joint-stock company such a company, the authorized capital of which is divided into a certain number of shares, and its participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares.

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

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

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

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

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

JSCs can only issue registered shares.

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

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

3. Production cooperative.

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

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

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

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

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

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

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

4. State and municipal UE.

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

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

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

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

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

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

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

In any economic system, not only there are a huge number of firms, as discussed 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 set of legal norms 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. Thanks to its simplicity commercial 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 a lack of own capital, but also to 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 management functions (especially in small and medium-sized enterprises);

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

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

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

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

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

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

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

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

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

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

A modified form of a 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. In modern conditions, the form of a limited partnership is often used to finance enterprises engaged in real estate transactions.

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

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

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

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

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

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

Minimum authorized capital in different countries 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 by the general meeting.

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

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

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

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

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

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

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

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

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

For these reasons, a closed joint stock company is the most suitable legal form for enterprises such as medium-sized industrial and commercial organizations that do not require large funds to operate; risky (venture) firms. The latter are created to work out some new commercial idea by a group of people who are ready to finance the enterprise until it becomes clear that it is necessary to raise additional capital through the securities market and become an open joint-stock company. In business practice, closed-type joint-stock companies are much more numerous than open-type companies, although the average 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 large trading companies arose: the Dutch East India Company (1600), the French "Company des End Oxidantal" (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 in the trade and intermediary field. The cooperative form of entrepreneurship is characterized by the establishment close connection of the members of the cooperative with the cooperative itself. The cooperative is a legal entity, and therefore a subject of law.

In modern business practice, turnover cooperatives occupy a relatively small share, although they are common in many countries. This is explained by a number of circumstances, and above all by the fact that cooperative enterprises tend to "decapitalization" of income, which reduces the efficiency of production, hinders the 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 passed more than 20 federal laws, in one form or another, primarily through tax incentives that stimulate the development of worker ownership. Now there are more than 11 thousand enterprises in the country that are fully or partially owned by workers. They employ about 12 million people. Several centers have emerged dealing with the problems of workers' property, both in theoretical and purely applied terms.

At the heart of the emergence and development of this kind of collective-private entrepreneurship lies scientific and technological revolution. It caused the development of knowledge-intensive industries, increased the role and proportion of 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 head of 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 trade in petroleum 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.