Characteristics and features of the organizational and legal form of the enterprise. Characteristics of organizational and legal forms. General definition of non-profit organizations

11.03.2022

Topic 1. Entrepreneurial activity and business entities

Exercise 1.

concept	Definition
1. entrepreneurial activity (Answer - a)	a) independent activity, carried out at one's own risk and peril, aimed at the systematic receipt of profit from the use of property, the production and sale of goods, the performance of work or the provision of services by persons registered in this capacity in the manner prescribed by law
2. legal entity (Answer - and)	b) an independent economic entity established for the production and marketing of products, performance of work and / or provision of services in order to meet the needs of society and make a profit. This is a property complex created for the implementation of economic activities.
3. individual entrepreneur (Answer - d)	c) trade, industrial, transport, insurance and other association of entrepreneurs, individual shareholders for production, trade and other profitable activities (dividends)
4. enterprise (Answer - b)	d) a set of people, groups, united to achieve any goal, solve any problems based on the principles of division of labor, duties and hierarchical structure
5. organization (Answer - d)	e) a capable natural person (citizen) registered in accordance with the established procedure and carrying out its activities without forming a legal entity
6. firm (Answer - h)	g) a legal or natural person carrying out business (economic) operations on its own behalf
7. business entity (Answer - f)	h) an economically and legally independent business entity, a property, socially and organizationally separate participant in economic activity, having a name, as well as a well-known and generally recognized insignia
8. company (Answer - in)	i) an organization that has separate property in ownership, economic management or operational management and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights, incur obligations, be a plaintiff and defendant in court

Task 2. Give a brief description of the organizational and legal forms according to the criteria given in the table.

Characteristics of organizational and legal forms

OPF	signs
Composition and number of participants	The amount and procedure for the formation of the authorized (share) capital	Governing bodies and decision-making procedure	Distribution of profits and liability of the founders for the obligations of the organization
1. general partnership	Individual entrepreneurs and commercial organizations. Number of at least 2 participants	The minimum and maximum sizes of the share capital are not limited	The management of the activities of a general partnership is carried out by common agreement of all participants	Profits and losses of the full share are distributed among its participants in proportion to their shares in the share capital
2. limited partnership (on faith)	Full partners and limited partners. Number of at least 2 participants. Contributors can be citizens, legal entities, institutions (unless otherwise provided by law).	Fri(1)	The management of the activities of a limited partnership is carried out by general partners. The highest governing body is the meeting of general partners	General partners are liable with all their property CT is not liable for the property obligations of depositors
3. limited liability company	One or more individuals/legal entities. But no more than 50 participants.	The authorized capital is made up of the nominal value of the shares of its participants and determines the minimum amount of its property that guarantees the interests of its creditors.	current (operational) management in the company (as opposed to partnerships) is transferred to the executive body, which is appointed by the founders either from their own number or from among other persons. Strategic management by means of general meetings of participants.	the participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares in the authorized capital of the company. Profit is distributed among the participants in accordance with their shares in the authorized capital.
4. additional liability company	LLC (3)	LLC (3)	LLC (3)	the participants in such a company 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.
5. closed joint stock company	Several individuals / legal entities - shareholders. No more than 50 participants	The authorized capital of the company is made up of the nominal value of the shares of the company acquired by the shareholders. from 100 minimum wages (4,611 rubles = 1 minimum wage wage from 1.6.11) for other sources of mines - 10,000 rubles.	The management of the current activities of the company is carried out by the sole executive body of the company (for example, the General Director) or the sole executive body of the company and the collegial executive body of the company (for example, the director and directorate or board). The executive bodies of the company are accountable to the general meeting of participants in the company and the board of directors (supervisory board) of the company.	The Company shall be liable for its obligations with all its property. The Company is not liable for the obligations of its shareholders. The Company has the right to pay dividends on placed shares once a year. The company is obliged to pay dividends declared on shares of each category (type).
6. open joint stock company	Several individuals / legal entities - shareholders. More than 50 participants	CJSC (5) from 1000 minimum wages for other sources of mines - 100,000 rubles.	ZAO (5)	ZAO (5)
7. production cooperative	Several individuals / legal entities - participants Number of at least 5 participants	The minimum and maximum size of the mutual fund is not established by law.	Chairman, board. The highest decision-making body is the assembly of members.	Members of a cooperative bear subsidiary liability for its obligations in the manner prescribed by its Charter. The profit of the cooperative is distributed among its members in accordance with their personal labor and (or) other participation, the size of the share contribution.
8. unitary enterprises	State or municipal disposing on the right of economic ownership.	State - not less than 5000 minimum wages, municipal - not less than 1000 minimum wages	the executive body is the sole body - director (general director). He is appointed and dismissed by the owner or by a person authorized by the owner.	Profit is taken in favor of the owner of the State or municipality. The owner of the property of a unitary enterprise (in the absence of subsidized liability), based on the right of economic management, is not liable for the obligations of the enterprise

Task 3. Five investors (A, B, C, D, E) are going to start a firm. Their contributions to the authorized capital will amount to: 200 thousand rubles. (A), 350 thousand rubles. (B), 400 thousand rubles. (C), as well as 30,000 rubles. (for D and E). For a company being founded, investors choose between a limited liability company and an open joint stock company. The three main investors (A, B and C) impose certain requirements on the chosen legal form, which are shown in the table. For investors D and E, the choice of legal form is essentially indifferent. What form of enterprise should be chosen if the decision is made by a majority vote, determined by the contribution of each investor in the capital of the firm? (Answer - OOO)

Requirements for the firm's OPF	OPF	Assessment of the significance of claims by investors
JSC	OOO	BUT	AT	With
1. Shares in the enterprise must be easily transferable to other persons
2. It should be possible to attract additional financial resources on the stock exchange	14,5
3. The administrative apparatus should be as small as possible	17,5	17,5
4. The cost of registering a company should be minimal		15,5
5. If possible, the firm should not publish its financial statements.		14,5
6. The firm must be able to issue bonds
Sum of significance scores		47,5

Task 4. Set the correct correspondence of concepts and definitions:

concept	Definition
1. financial and industrial group	(4) a contractual association of commercial organizations created for the purpose of coordinating their entrepreneurial activities, representing and protecting their common property interests.
2. holding	(7) a cartel-type association that provides for a special procedure for distributing profits, which first enters the "common pool", and then is distributed among the participants in a predetermined proportion
3. business group	(1) association of independent enterprises connected through the system of participation, patent-licensing agreements, financing, close industrial cooperation
4. association	(3) a set of independent economic entities - permanent partners, whose coordination of actions goes beyond the scope of individual contracts
5. cartel	(8) economic association of industrial and commercial enterprises, banks, insurance and investment companies, scientific institutions for the purpose of conducting joint coordinated activities
6. syndicate	(6) a kind of cartel agreement that involves the sale of the products of its participants through a single marketing body created in the form of a JSC or LLC
7. pool	(2) consolidation of enterprises, the controlling stake of which is concentrated in the hands of the parent company.
8. concern	(5) an association, as a rule, of enterprises of the same industry, involving joint commercial activities, i.e., regulation of sales with the help of established quotas, commodity prices, sales conditions.

Task 5. Closed Joint Stock Company "Leader" was established by five founders, of which two are legal entities, three are individuals.

The following assets were included in the share capital:

Calculate:

the size of the authorized capital; (20 million rubles)
share of each founder in the authorized capital of CJSC (1-25%, 2-10%, 3-40%, 4-10%, 5-15%)
share of preferred shares, if their owners in this organization are only individuals ( if the distribution of shares was carried out in accordance with the shares in the authorized capital, then the answer is 25%)
number of shares held by each shareholder;( 1 - 5 million shares, 2 - 2 million shares, 3 - 8 million shares, 4 - 2 million shares, 5 - 3 million shares)
total number and par value of shares ( Total - 20 million shares, face value - 1 ruble)

Which of the founders actually owns the controlling stake? ( Third shareholder. Since he owns 40% of the common stock.)

Determine the amount of dividends per one ordinary and one preference share if the dividend income is 30% of net profit, and the dividend rate on preference shares is 15%. (Dividend income = 1.08 million rubles, on preference - 0.75 million. rubles (15% of the nominal value), then dividends for an ordinary share - (0.33 / 15) = 2.2 kopecks, for a preferred one = 15 kopecks)

According to the results of the first year of activity, the following changes occurred in the composition of the property of CJSC Leader: securities were sold at a price of 1.2 million rubles, and the cost of the production premises increased to 6 million rubles as a result of revaluation. The company's annual net profit amounted to 3.6 million rubles. The General Meeting of Shareholders decided to use the increase in property value and 50% of net profit to increase the authorized capital without changing the number of shares. Calculate the new size of the authorized capital and the par value of the share. ( The authorized capital is 22.8 million rubles, the par value of the share is 1.14 rubles.)

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 of business organizations;
9. Simple partnership;
10. Associations of business organizations;
11. Intra-company entrepreneurship.

Business partnerships are commercial organizations with share capital divided into shares. 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). Individual entrepreneurs and commercial organizations can be participants in general partnerships and general partnerships on faith.

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 general 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.

A limited liability company (LLC) is a legal entity founded 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 two or more, a memorandum of association is concluded between them, 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 time of state registration of the company, the authorized capital 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 the sizes determined by the constituent documents. 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. A closed joint stock company does not have the right to conduct an open subscription for the shares it issues 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. The number of founders of an open society is not limited, and the number of founders of a closed society cannot exceed fifty people.

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities (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 plots 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 the minimum amount of property of the cooperative, guaranteeing 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 recognized as 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 goals 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 and industrial group is a set of legal entities that act as a parent company 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 production efficiency, and creating new jobs.

Participants of a financial industrial group may be legal entities that have signed an agreement on its creation, and the central company of the financial industrial group established by them, or the parent and subsidiary companies forming the 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 business 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 business 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. The executive body of management may be a collegial and sole management body.

In a developed market economy, the formation of intra-company entrepreneurship has recently been observed, the essence of which is the organization of small innovative enterprises in the largest companies for testing inventions and 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. Possibility of carrying out 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.

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Federal Agency for Education

NOU HPE "Nizhny Novgorod Institute of Management and Business"

Faculty of Law

Department of Business Economics

Test

in the discipline "Economics and finance of the organization"

Characteristics of the legal form of the enterprise

Done: student

IV course group 13Р

Zvonkova Maria Petrovna

Supervisor:

Malyatina Elena Sergeevna

Nizhny Novgorod - 2014

Introduction

1. Organizational and legal forms of enterprises: concept and essence

2. Current organizational and legal forms of enterprises in Russia

3. Comparison of various organizational and legal forms of enterprises

Conclusion

List of used literature

Introduction

Entrepreneurship is carried out in certain organizational and legal forms. Which of the forms to choose depends on many factors: the environment of activity, the financial capabilities of economic entities, the comparative advantages of one form or another. Organization, production and exchange of goods, enterprise management mechanism, investment and project management - these are the main issues that arise when determining the legal status of an enterprise within the framework of the accepted organizational and legal structure. It is from the correct understanding of the essence of the organizational and legal form of the future enterprise that its future success largely depends.

Relevance of the research topic: The economic problems of the choice and functioning of the organizational and legal form for the enterprise are of great practical and theoretical importance.

Practical significance. From the choice of the organizational and legal form of the enterprise, questions such as: who and to what extent is responsible for the obligations of the company; who is authorized to enter into transactions on behalf of the organization; in whose jurisdiction is the solution of certain issues or management decisions, etc., which are among the paramount for the entrepreneur.

In Russia, the organizational and legal forms of enterprises are determined by the Civil Code (CC), which contains articles on possible forms of organizations, as well as on the rules for their management, which will be discussed in detail below.

The purpose of the work: to determine the main problems of the choice and functioning of the organizational and legal form for the enterprise. In accordance with the goal, the main tasks are distinguished:

Consider the concept and essence of the organizational and legal forms of the enterprise;

Describe the main organizational and legal forms of enterprises in Russia;

Highlight the advantages and disadvantages that are significant for the choice and problems of functioning, the main organizational and legal forms of enterprises.

In accordance with the goals and objectives, the following structure of the work has been formed: the work consists of an introduction, three main sections, a conclusion and a list of references.

1. Organizational and legal forms of enterprises: concept and essence

The organizational and legal form of enterprises is a concept that has entered the legislation and practice and is used to characterize organizations that are independent subjects of economic activity, including entrepreneurial. It embodies the essential organizational and legal features that are common to legal entities, business organizations of various types. These signs can be summarized in two groups.

The first reflects the organizational connection of any legal entity with the law, legislation. Violation of the established procedure deprives the activity of a legal entity of due legal consequences. Therefore, before entering into business contacts with an organization, you should make sure that the order of its establishment is followed. Any legal entity can be formed only in those organizational and legal forms that are established by law. An exhaustive list of types of organizational and legal forms of commercial organizations is given in part one of the Civil Code of the Russian Federation (economic partnerships and companies, production cooperatives, unitary enterprises). Commercial organizations cannot be created in other organizational and legal forms. A legal entity is authorized to act only within the limits (framework) that are outlined by law for the type of organizational and legal form to which this legal entity belongs. Fourthly, all legal entities are subject to the requirement to observe the rule of law in their activities.

The second group of signs of the organizational and legal form reflects the main thing in the characterization of a legal entity as a participant in economic, entrepreneurial relations - its property status. Firstly, one or another type of organizational and legal form gives a clear answer to the question of the genesis, origin of the property on the basis of which this legal entity was created and operates, and, accordingly, the basis for its ownership of this property. Secondly, the organizational and legal form reveals the internal property relations of legal entities: the composition of the property, what relation the founders (members) of the legal entity have to it, how the property is disposed of. Some legal entities have an authorized capital (limited and additional liability companies, joint-stock companies), others - an authorized fund (state and municipal unitary enterprises), others - share capital (general partnerships and limited partnerships), fourth - share contributions (production and consumer cooperatives). Thirdly, the organizational and legal form clearly defines with what property a legal entity is responsible for its obligations. A general rule has been established that legal entities, except for institutions financed by the owner, are liable for obligations with all their property. Participants (general partners) of economic partnerships are liable for the obligations of the partnership with their own property. With regard to economic companies, unitary enterprises, the legislation specifically emphasizes the role of the authorized capital (fund), which determines the minimum amount of property that guarantees the interests of their creditors. The lower limit of the fund is established by law.

If the legal form ceases to satisfy the interests of a legal entity, then this does not entail the need to liquidate such a person and form a new one. The organizational and legal form chosen during the creation of a legal entity can later be changed by its reorganization.

Thus, the main economic structural unit in a market economy is the enterprise. It is the enterprise that is the producer of goods and services, the most important market entity that enters into various economic relations with other entities.

2. Current organizational and legal forms of enterprises in Russia

The Civil Code of the Russian Federation makes the main division of organizational and legal forms in Russia into commercial and non-profit organizations. Let us consider the organizational and legal forms of commercial organizations in more detail.

Commercial organizations:

Business partnerships and companies are commercial organizations with authorized (reserve) capital divided into shares (contributions) of founders (participants). The property of such partnerships, created at the expense of contributions, produced and acquired in the course of the activity of a business partnership, belongs to them by the right of ownership. A specific entrepreneur or commercial organization can be a participant in only one partnership at a time (unless he acts as a limited partner). State and municipal bodies are not entitled to act as a participant-contributor, except in cases established by law. According to the legislation of the Russian Federation, the participation of certain categories of citizens in business partnerships and companies, with the exception of open joint-stock companies, may be prohibited or limited. Investments in the share capital can be money, securities, things, as well as property rights that have a monetary value. In accordance with the concluded agreement, the participants in the partnership are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property. Business partnerships, as well as limited and additional liability companies are not entitled to issue shares. Under the current legislation, business partnerships can be created in the form of a general partnership and limited partnership (limited partnership).

A general partnership is an association of two or more persons, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership. Participants in a full partnership jointly and severally bear additional (subsidiary) liability with their property for the obligations of the partnership. A general partnership is created and operates on the basis of a constituent agreement, which is signed by all its participants. If, as a result of the losses incurred by the partnership, the value of its net assets becomes less than the size of its share capital, the profit received by the partnership is not distributed among the participants until the value of the net assets exceeds the size of the share capital.

By the time of registration of a full partnership, each participant is obliged to make at least half of his contribution to the share capital of the partnership. The rest must be paid by the participant within the terms established by the memorandum of association. In case of failure to fulfill this obligation, the participant is obliged to pay to the partnership 10% per annum from the unpaid part of the contribution and compensate for the losses caused, unless otherwise provided in the memorandum of association. Providing for the possibility of withdrawal of a participant from a general partnership, he is required to declare his refusal to participate in the partnership at least six months before the actual withdrawal. An agreement between the participants of a partnership on the waiver of the right to withdraw from the partnership is void. Further, the participant who has retired from the partnership is paid the value of a part of the property corresponding to his share in the share capital, and by agreement with him, the issuance of property in kind is possible. At the same time, the shares of other participants increase. A participant in a partnership, under the law, has the right to transfer his share or part of it in the share capital to another participant or a third party, subject to the consent of all members of the partnership.

A general partnership is liquidated in the event that the only participant remains in it (except for the liquidation of a legal entity in accordance with the Civil Code of the Russian Federation). Such a participant has the right to transform such a partnership into a business company within six months in the manner prescribed by the Code.

In a limited partnership, along with general partners, the so-called limited partners take part in the formation of the share capital, i.e. investors who do not take part in entrepreneurial activities, but receive profit and bear the risk of loss within the limits of the amount of the contribution made. This form allows you to attract additional capital from persons interested in the profitable placement of their free cash. The contribution can be made not only in cash, but also in the form of the provision of premises, vehicles and otherwise. This form expands the economic base of the partnership, allows you to accumulate funds for major entrepreneurial activities. A person may be a general partner in only one limited partnership. A participant in a general partnership cannot be a general partner in a limited partnership. It is created and operates on the basis of the memorandum of association, which is signed by all general partners. A limited partnership is liquidated when all the contributors participating in it retire. However, full partners have the right, instead of liquidation, to transform a limited partnership into a full partnership.

A limited liability company is the organizational and legal form of an enterprise created by agreement of legal entities and individuals by combining their contributions in order to carry out business activities and make a profit. The profit received by the LLC is distributed in proportion to the contributions of its participants or founders. Participants in a limited liability partnership are liable for its obligations only within the limits of their contributions; liability does not extend to their property and savings. Since the members' contributions become the property of the society, they do not bear "liability" for its debts, "limited by the scope of their contributions", but only the risk of loss (loss of their contributions). Members of the company who have not fully contributed to the charter capital of the company shall be jointly and severally liable for its obligations to the extent of the value of the unpaid part of the contribution of each member of the company.

Members of the society may be citizens and legal entities. State bodies and bodies of local self-government are not entitled to act as participants in companies, unless otherwise provided by the law "On Limited Liability Companies". A society can be founded by one person who becomes its sole participant. The company cannot have as its sole participant another economic company consisting of one person. The number of participants should not exceed 50 people. If it exceeds the limit established by law, then the company must be transformed into an open joint-stock company within a year, and after this period it must be liquidated in court, if the number of its participants does not decrease to the limit established by law.

A limited liability company has two founding documents - a memorandum of association signed by its founders and a charter approved by them. If a company is founded by one person, its founding document is the charter.

The authorized capital of the company consists of the nominal value of the shares of its members. The size of the authorized capital of a company cannot be less than the amount determined by the law on limited liability companies. According to the law, its amount must be at least 100 times the minimum wage established by federal law on the date of submission of documents for state registration. A contribution to the authorized capital of a company may be money, securities, other things or property rights or other rights having a monetary value. According to the Civil Code of the Russian Federation, the authorized capital of a limited liability company must be at least half paid by its participants at the time of registration of the company. The remaining unpaid part of the authorized capital of the company is subject to payment by its participants during the first year of the company's activity. In case of violation of this obligation, the company must either declare a decrease in its authorized capital and register its decrease in the prescribed manner, or terminate its activities through liquidation. A reduction in the authorized capital of a limited liability company is allowed after notification of all its creditors. The latter have the right in this case to demand early termination or performance of the relevant obligations of the company and compensation for their losses. A member of an LLC has the right to sell or otherwise assign his share in the authorized capital or part of it to one or more members of this company. Members of the company enjoy the pre-emptive right to purchase a share of a member (its part) in proportion to the size of their shares, unless the charter provides otherwise.

A participant in a company has the right to withdraw from the company at any time, regardless of the consent of its other participants or the company. In the event of a participant's withdrawal, his share passes to the company from the moment of filing an application for withdrawal. At the same time, the company is obliged to pay the participant of the company who submitted the application for withdrawal the actual value of his share, or, with the consent of the participant in the company, to give him property of the same value in kind, and in case of incomplete payment of his contribution to the authorized capital of the company - the actual value of part of his share, proportional to the paid part of the contribution. If a property right was invested in the authorized capital as a share, then when the participant leaves the company, the property is returned to him; the cost of depreciation of such property is not reimbursed. A limited liability company may be reorganized or liquidated voluntarily by a unanimous decision of its members. LLC has the right to be transformed into a joint-stock company.

An additional liability company is a business company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants shall be jointly and severally liable for its obligations with their property in the same multiple for all to the value of their contributions. In case of bankruptcy of one of the participants, his additional liability for the obligations of the company is distributed among the other participants, in proportion to their contributions. With the exception of the specified subsidiary liability of the participants, the status of an additional liability company is similar to the status of an LLC and fits into the legal norms of the latter.

Joint stock companies are the most common and complex organizational and legal type of organizations. The legal regulation of the activities of a joint-stock company is carried out with the help of the relevant norms of the Civil Code, as well as the law "On Joint-Stock Companies". The creation of a JSC is possible in two ways: through the establishment and through the reorganization of a legal entity. Like other business entities, joint-stock companies are created in the constituent order, but the legislation distinguishes between a general and a special procedure for establishing a joint-stock company. It is allowed to establish a joint-stock company of any type with only one founder, however, a joint-stock company cannot have another economic company consisting of one person as the sole founder.

A joint-stock company is a company whose authorized capital is divided into a certain number of shares, certifying the obligations of the participants, i.e. shareholders. Unlike partnerships, joint-stock company participants (shareholders) limit their liability for the obligations of the company in advance and bear the risk of losses only within the limits of their contributions (the value of their shares. The founders of a joint-stock company can be both legal entities and citizens, including foreign ones in accordance with the Law on foreign investment. The founders of a joint-stock company conclude an agreement between themselves. State bodies (local self-government bodies), unless otherwise provided by laws, cannot act as founders of a joint-stock company. A joint-stock company may be created by one person or consist of one person in the case of acquisition by one shareholder of all shares of the company.Information about this must be contained in the charter of the company, be registered and published for public information.A joint stock company acquires the rights of a legal entity from the moment of its state registration.The founding document of a joint stock company is its charter.He is prepared by the founders during the creation of the company and approved by the general meeting of the founders.

When registering a JSC of any type, at least 50% of the authorized capital must be paid. The rest must be paid within a year from the date of registration. The minimum authorized capital of a JSC is predetermined by the legislator. For an open company, it must be at least 1000 times, and for a closed company - at least 100 times the amount of the minimum wage established by law on the date of registration of the company (in the Russian Federation). A joint stock company has the right to be transformed into a limited liability company or a production cooperative, as well as into a non-profit organization in accordance with the law.

There are two types of joint-stock companies - open and closed, depending on the composition of the founders, the method of formation of the authorized capital and the status of its participants.

An open joint-stock company has the right to conduct an open subscription for its shares and alienate them without the consent of other shareholders, and the number of shareholders themselves is not limited. Public subscription for shares of a joint-stock company is not allowed until the authorized capital is paid in full. When establishing a joint-stock company, all its shares must be distributed among the founders. The openness of a joint-stock company is also expressed in the fact that it is obliged to annually publish to the public an annual report, a balance sheet, and a profit and loss account. The law does not prohibit the transformation of a closed society into an open one and vice versa, and this is not considered as a change in the organizational and legal form.

A closed company is recognized, the shares of which are distributed only among the founders and other specified in advance circle of persons. Such a company is not entitled to conduct an open subscription and distribution of shares. Shareholders of a CJSC have a pre-emptive right to acquire shares sold by other shareholders, and in accordance with the charter and within the limits of the law, the JSC as a whole also has such a pre-emptive right.

The number of participants (founders) of a joint-stock company cannot exceed the number of 50 established by law, otherwise it is subject to transformation into an open joint-stock company within a year, and upon the expiration of this period - liquidation by judicial procedure.

Subsidiaries and dependent business companies. According to the Law "On Joint Stock Companies", JSCs have the right to organize subsidiaries and affiliates both on the territory of the Russian Federation (subject to the requirements of Russian legislation) and abroad (within the framework of the legislation of the relevant state, unless otherwise provided by an international treaty of the Russian Federation). These enterprises are legal entities (as opposed to branches and representative offices). Any business company can be recognized as a subsidiary and dependent company: joint-stock company, limited liability company or additional liability company. A characteristic feature of subsidiaries and dependent companies is that the main ("parent") company not only influences their decision-making, but also bears responsibility for the debts of subsidiaries.

A business company is recognized as a subsidiary if: the participation of the main company or partnership prevails in its authorized capital; there is an agreement between them; the parent society or partnership may determine the decisions taken by this society.

Recognition of the company as a subsidiary had certain consequences for the parent company or partnership: it had to answer to creditors for the actions of the subsidiary. So, when concluding a transaction at the direction of the parent company (partnership), joint and several liability of the parent and subsidiary companies arises. In case of bankruptcy of a subsidiary due to the fault of the main company (partnership), the latter is liable for the debts of the subsidiary to its creditors in a subsidiary way, i.e. only if there is not enough property of the subsidiary to pay off debts. At the same time, the subsidiary is not liable for the debts of the parent company (partnership). If a subsidiary company incurs losses through the fault of the main company (partnership), then it has the right to demand compensation from the main organization, provided that it is proven guilty of these losses.

An economic company is recognized as dependent if another (predominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the charter capital of a limited liability company. Often, dependent companies mutually participate in each other's capital. Such relations do not give rise to joint and several or subsidiary liability for debts. Information about this must be recorded in the manner prescribed by law. They are necessary both for interested participants in economic turnover and for state regulatory bodies, which, in order to prevent monopoly, set limits for such participation.

Production cooperative - a voluntary association of citizens on the basis of membership for joint production or economic activities (production, processing, marketing of industrial, agricultural or other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and association of its members (participants) of property share contributions. Unlike economic societies and partnerships, joint production or other economic activities of a cooperative must be based on membership and on the personal labor participation of its members, while personal labor participation is not mandatory for business societies and partnerships. The profit is distributed among the PC members in accordance with their labor participation. A legal entity can also be a member of a production cooperative.

Ownership of a PC is a special form of collective ownership, use and disposal of property. It is implemented by participating in the management of the property of all members of the cooperative on an equal basis: one member - one vote; a representative of a legal entity also has one vote. The members of the production cooperative themselves determine the minimum amount of the share fund possible for them, the size of the share contributed by each participant, the procedure for its contribution, and liability for violation of obligations to make contributions. The specified information is reflected in the charter of the PC.

Unlike other commercial organizations, the legislator grants a cooperative member the right to make up to 10% of the share contribution by the time of state registration. The remaining amount must be paid within a year from the date of registration of the PC.

Money, securities and other property, including essential rights, as well as land that is the object of civil law transactions, within the limits established by the legislation on land and natural resources, may be contributed as a share contribution.

The production cooperative operates on the basis of the charter and founding agreement. A production cooperative, by unanimous decision of its members, may be transformed into a business partnership or company.

State and municipal unitary enterprise - a commercial organization that is not endowed with the right of ownership to the property assigned to it by the owner. This property cannot be distributed among contributions, shares, shares, including between employees of the enterprise. Only state and municipal enterprises could be created in a unitary form. The property with which they are allotted is, respectively, in state or municipal ownership and belongs to enterprises on the right of economic ownership or operational management. The management body of a unitary enterprise is a manager appointed by the owner (or a body authorized by the owner). The owner of the property of an enterprise based on the right of economic management is not liable for the obligations of the enterprise. Equally, an enterprise of this type is not liable for the debts of the owner of the property. Thus, the measures of economic isolation of unitary enterprises are clearly and strictly defined.

The constituent document of an enterprise based on the right of economic management is its charter, approved by an authorized state body or local government. The authorized capital is fully paid by the owner before state registration. The size of the statutory fund is 1000 times the minimum wage. The owner solves the following issues: creation, reorganization and liquidation of the enterprise; determining the subject and goals of its activities: control over the use and safety of property. The owner is entitled to a share of the profits. A unitary enterprise may create a subsidiary unitary enterprise by transferring to it a part of the property for economic management.

Thus, we briefly reviewed the organizational and legal forms of enterprises in Russia.

3. Comparison of various organizational and legal forms of enterprises

For doing business, the most preferred organizational and legal forms of commercial organizations and enterprises are a closed joint stock company (CJSC) and a limited liability company (LLC).

CJSC and LLC have a lot in common, including:

The same procedure and conditions for conducting economic and financial activities and taxation;

The same amount of the minimum authorized capital (equal to 100 minimum wages);

The same restrictions on the number of founders (from one to fifty persons, both legal entities and individuals).

CJSC and LLC have several fundamental differences between themselves, namely:

a) Much greater protection of the property interests of the LLC participant in comparison with the shareholder of the CJSC:

When leaving the LLC, its participant is paid the actual value of his share in the property of the LLC (determined on the basis of the data of the LLC's financial statements) in cash or, with the consent of the withdrawing participant, he is given property of the same value in kind;

In a CJSC, the property and assets of a joint-stock company can be distributed among shareholders only in the event of its liquidation, and the exiting shareholder has the right to sell his shares at market value, which, despite the significant amount of the CJSC's net assets, can be very small.

On the other hand, this state of affairs makes a CJSC, in comparison with an LLC, much more secure, due to the lower probability and possibility of "pulling away" the company's property by the outgoing shareholders.

b) In accordance with the requirements of the current legislation, a CJSC, after its state registration, must register the issue of its shares with the Federal Financial Markets Service (FFMS). The registration procedure for the issue of shares is obligatory, paid additionally and takes time, however, while the shares are registered with the Federal Financial Markets Service, a CJSC, from the moment of its state registration, has the right to fully carry out economic and financial activities without any restrictions.

c) From the point of view of the prevailing psychological and everyday perception of LLC and CJSC as subjects of economic and financial relations, CJSC is preferable compared to LLC, because is considered an enterprise with a higher status and is perceived with much more respect and trust, both by business partners and, often, by officials at various levels.

Thus, an LLC is a simpler and cheaper legal form to create, which, based on the prevailing psychological and everyday perception, has a much lower business reputation compared to a CJSC and is less trustworthy. The next most common organizational and legal form of a commercial organization in business circulation is an open joint-stock company (OJSC). An OJSC has the same differences from an LLC as a CJSC. Compared to CJSC, OJSC has an even higher business status and the following differences:

a) The value of the authorized capital of an open joint stock company is 1000 minimum wages (for a closed joint stock company - 100);

b) At the end of each financial year, the OJSC is obliged to invite an independent audit organization (auditor) to conduct an audit;

c) OJSC is obliged to annually publish in the mass media accessible to all shareholders of this OJSC the annual report, balance sheet, profit and loss account, as well as other information established for OJSC by the current legislation;

d) The number of shareholders in an OJSC is not limited;

e) In the event of a change in the composition of shareholders (without changing the total amount of the authorized capital, par value and number of shares);

CJSC - is obliged to make state registration of such changes in the manner prescribed by applicable law;

JSC - is limited to only entering information about the change in the composition of shareholders in its internal document-register of shareholders.

f) When a shareholder sells his shares:

In a CJSC: other shareholders of this CJSC enjoy the pre-emptive right to acquire the shares being sold at the offer price;

In OJSC: a shareholder has the right to sell his shares to any person of his choice.

The list of the most popular organizational and legal forms of commercial organizations is completed by a production cooperative (PC) - a voluntary association of citizens on the basis of membership for joint production and other economic activities based on their personal labor and other participation and the association of property shares by members of the PC.

Dwell in detail on such above-mentioned organizational and legal forms, an additional liability company, a limited partnership, a general partnership, since they, due to their specific features, are unprofitable in doing business.

Thus, we examined the essence and main forms of organizational and legal enterprises in Russia and found out that the most preferred organizational and legal forms of commercial organizations and enterprises are a closed joint stock company (CJSC) and a limited liability company (LLC).

Conclusion

entrepreneurial property partnership joint stock

In accordance with the goals and objectives set, as a result of the work carried out, we came to the following main conclusions:

The concept and essence of the organizational and legal forms of an enterprise are determined by the Civil Code (CC), which contains articles on possible forms of organizations, as well as on the norms of their management. The main organizational and legal features that are common to legal entities, business organizations of various types can be summarized in two groups. The first reflects the organizational connection of any legal entity with the law, legislation. The second - reflects the main thing in the characterization of a legal entity as a participant in economic, entrepreneurial relations - its property status. In accordance with these characteristics, enterprises are divided according to organizational and legal characteristics;

The organizational and legal forms of enterprises in Russia are divided into general partnerships, limited partnerships, limited liability companies, additional liability companies, joint-stock companies, subsidiaries and dependent business companies, production cooperatives, state and municipal unitary enterprises;

For doing business, the most preferred organizational and legal forms of commercial organizations and enterprises are a closed joint stock company (CJSC) and a limited liability company (LLC) due to certain features of their status and relative ease of management, registration, etc. Production cooperatives are less common. Such organizational and legal forms as an Additional Liability Company, Limited Partnership, General Partnership, due to their specific features, are unprofitable when doing business.

List of used literature

1. Civil Code of the Russian Federation (Civil Code of the Russian Federation) of November 30, 1994 N 51-FZ - Part 1 (adopted by the State Duma of the Federal Assembly of the Russian Federation on October 21, 1994) (current version of May 5, 2014) .

2. Federal Law No. 208-FZ of December 26, 1995 (as amended on July 21, 2014) "On Joint Stock Companies" (as amended and supplemented, effective from September 1, 2014).

3. Vlasova V. M. Fundamentals of entrepreneurial activity. - M.: Finance and statistics, 2006.

4. Gruzinov V., Gribov V. Forms and methods of organizing entrepreneurial activity // Economics of the enterprise. - M., 2006.

5. Zhilinsky S. E. Entrepreneurial law (legal basis for entrepreneurial activity): Textbook for universities. M.: Publishing house NORMA, 2001.

6. Mamedov O.Yu. Modern economy. - Rostov - on - Don: 2007.

7. Shishkin A.F. Economic theory. - Voronezh: 2005.

8. Enterprise Economics: Textbook / Ed. prof. ON THE. Safronov. - M.: "Jurist", 2005.

9. Economic theory. Tutorial. \ Under. Ed. Kosovoi R.A., Latovoy Yu.V. T., 2006.

10. Economic theory. Ed. Bazyleva N.I. - M.: 2006

11. Economic encyclopedia. Ed. Abalkina L.I. - M.: 2007.

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Introduction

Chapter 1. Organizational and legal forms of organization

Chapter 2. Analysis of the balance sheet of the enterprise OJSC "Magnit"

2.1 General characteristics of the enterprise OJSC "Magnit"

Introduction

The theme of the course work is "Organizational and legal forms of enterprises and their characteristics." The topic of the course work is relevant because the modern economy of the Russian Federation is based on a variety of forms of ownership and involves the functioning of enterprises of various organizational and legal forms. Economic entities (organizations , businesses, households).

Objectives of the course work:

Consider the concept and essence of the organizational and legal forms of the enterprise;

Evaluation of the effectiveness of organizational and legal forms of enterprises;

Analyze the balance on the example of the enterprise OJSC "Magnit".

The course work consists of an introduction, two main sections, a conclusion and a list of references.

The introduction defines the relevance, objectives of the study, builds the structure of the course work.

The first chapter includes the concept and main features of the enterprise. This chapter also considers the role and structure of the enterprise, organizational and legal forms of enterprises.

In the second chapter, the organizational and legal characteristics are considered on the example of the enterprise OJSC "Magnit", as well as an analysis of the balance sheet of the enterprise.

Chapter 1. Organizational and legal form of organization

legal commercial balance

1.1 The concept, features and principles of enterprise organization

Enterprises can be created in different organizational and legal forms, which is regulated by the Civil Code of the Russian Federation.

The organizational and legal form is a legally fixed form of ownership, a way of forming the capital of an enterprise, distributing results and responsibility for its activities.

When deciding on the choice of organizational and legal form, the entrepreneur determines the required level and scope of possible rights and obligations, which depends on the profile and content of future activities, the possible circle of partners, and the legislation existing in the country.

The legal form of an enterprise is a set of legal and economic norms that determine the nature, conditions and methods for the formation of legal and economic relations between employees and the owner of the enterprise, between the enterprise and other economic entities and state authorities external to it. These legal norms regulate internal and external relations, the procedure for the organization and activities of enterprises.

The presence of organizational and legal forms of management, as world practice has shown, is the most important prerequisite for the effective functioning of a market economy in any state, including Russia.

An enterprise is an independent economic entity with the rights of a legal entity, which, on the basis of the use of property by the labor collective, produces and sells products, performs work, and provides services.

The main task of the enterprise is economic activity aimed at making a profit to meet the social and economic interests of the members of the labor collective and the interests of the owner of the property of the enterprise.

The main features of an enterprise as a legal entity are:

Economic independence;

Organizational unity, properly formalized and reflected in the constituent documents;

Property isolation (presence of separate property used for certain purposes);

Property responsibility for their actions and obligations;

Independent civil liability;

Own name and performance in civil law circulation on one's own behalf (on one's own behalf);

Availability of an independent balance sheet;

Checking account, printing.

In the system of the national economy, the enterprise is the main link, which is determined by the following circumstances:

1. The enterprise manufactures products, performs works, services that form the basis of the life of both a person and society as a whole;

2. The enterprise acts as the main subject of production relations that develop in the process of production and sale of products between various participants;

3. An enterprise is not only an economic, but also a social organization, since it is based on a person or a labor collective;

4. At the enterprise, the interests of society, the owner, the team and the employee are intertwined, their contradictions are developed and resolved;

5. The enterprise, carrying out production and economic activities, has an impact on the environment, determining the state of the human habitat.

The main principles of the organization of the enterprise are:

Organizational and administrative isolation;

Financial and economic independence;

Production and technical unity.

Organizational and administrative isolation means that the enterprise has separate property, a single team, a single administration and has the right of a legal entity.

Financial and economic independence lies in the fact that the enterprise organizes its activities on the basis of self-sufficiency and has a single complete form of accounting and reporting. It can dispose of cash material and financial resources in order to ensure its successful functioning and development, has a bank account to which all funds are received and through which all settlements of the enterprise are made, has the right to independently plan its activities, carry out foreign trade operations, etc. d.

Production and technical unity is ensured by the totality of the means of production (buildings, structures, machinery, equipment, etc.) combined into special production units and parts technologically connected in the production process. It predetermines a unified system of technical documentation, a common technical policy, a unified system of machines, the presence of common, auxiliary and service units.

1.2 The role and structure of the enterprise

The role of the enterprise is manifested in the following:

At the enterprise level, the main economic tasks of society are solved (what to produce, how to produce, for whom to produce);

The economic situation in the country as a whole depends on the results of the enterprise;

The enterprise creates jobs, providing employment for the population;

The quality of products, goods, services, satisfaction of the needs of the population depends on the activities of the enterprise;

The enterprise forms budgets of various levels and off-budget funds through the tax system;

The enterprise, carrying out foreign economic activity, forms the currency resources of the country;

The enterprise, using the received net profit, provides social development of the labor collective.

The enterprise is classified according to industry affiliation (types of activity), organizational and legal forms, size. A sign of the division of enterprises in the sphere of production and commodity circulation in size into large, medium and small is the number of employees.

The functions of the enterprise depend on the profile of activity (production, performance of work, sale of goods, provision of services, etc.) and are specified depending on the industry, size, form of ownership. In accordance with the functions performed, enterprises according to their economic purpose can be grouped into two blocks:

Carrying out the production of products;

Providing services.

To perform its functions, the enterprise solves a number of tasks (acquisition of equipment, raw materials, attraction of labor, organization of the technological process and management of activities, analysis and planning, etc.), which are determined by the goals of the enterprise, the amount of capital, the state of the internal and external environment. The essence of the enterprise is characterized by legal, economic and industry aspects.

From a legal point of view, an enterprise is a legal entity. A legal entity is an organization that has separate property in ownership, economic management or operational management and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court, has an independent balance sheet or estimate (Civil Code of the Russian Federation, clause 1 article 48).

The essence of the enterprise in the economic aspect is characterized by its complete independence in the choice of types and objects of activity, the conclusion of contracts, etc.

The enterprise must have material, labor, financial resources to perform its functions and tasks. When using these resources, the enterprise makes various operational decisions. The degree of autonomy in making these decisions depends on what rights it has in relation to property. The enterprise has full economic independence in the event that it operates at its own expense. With operational and economic independence, the enterprise carries out its activities at the expense of shareholders, the federal budget, and local government bodies. The property may belong to the enterprise on the right of ownership (the enterprise is the owner of the property and disposes of it); on the right of economic management (the enterprise owns, uses and disposes of the property transferred to it within the limits determined by Article 294, Article 295, 300 Part 1 of the Civil Code of the Russian Federation); on the right of operational management (the enterprise uses and disposes of the property assigned to it only with the consent of the owner in accordance with Article 296-300 part 1 of the Civil Code of the Russian Federation).

The sectoral aspect of the activities of enterprises reveals their specificity. An enterprise in each industry has a different purpose, production and organizational structure.

The structure of an enterprise is the composition and ratio of its structural units, identified according to the criteria of production and management processes. Distinguish between the organizational structure of production and the organizational structure of management. The production structure of a commercial enterprise includes departments, sections, warehouses, etc. The management structure includes accounting, planning and economic department, financial department, personnel department, marketing department, etc.

The structure of an enterprise is one of the elements of its internal environment. In addition to the structure, the internal environment of an enterprise is formed by: the type of production activity, resources, finance, accounting, management, marketing, organization and technology of production activities.

The activity of an enterprise is largely determined by the external environment, which is formed by: suppliers, consumers, shareholders, creditors, competitors, government agencies, as well as various economic, political, legal, socio-cultural, democratic, technological and other factors.

1.3 Organizational and legal forms of commercial enterprises

Commercial organizations - organizations whose main goal is to make a profit and distribute it among the participants

Commercial organizations:

1. Economic partnership:

General partnership

Limited partnership (limited partnership)

2. Economic company:

Open Joint Stock Company (OJSC)

Closed Joint Stock Company (CJSC)

Limited Liability Company (LLC)

Additional Liability Company (ALC)

Subsidiary business company (DHO)

3. Production cooperative:

Agricultural artel (collective farm) SPK

Fishing artel (kolkhoz) RPK

Cooperative economy (koopkhoz) SKH

4. State municipal (unitary) enterprises:

State (state) enterprise GKP

municipal enterprise

Economic partnership

Participants in a full partnership jointly and severally bear additional (subsidiary) liability with their property for the obligations of the partnership. This means that the responsibility of all participants is proportional to the size of their contribution. So, if the property of the partnership is not enough to pay off debts, then the comrades are liable with their personal property, in proportion to the contributions made to the organization. A person may be a participant in only one full partnership. The number of participants is not limited. A general partnership is created and operates on the basis of a constituent agreement, which is signed by all its participants. If, as a result of the losses incurred by the partnership, the value of its net assets becomes less than the size of its share capital, the profit received by the partnership is not distributed among the participants until the value of the net assets exceeds the size of the share capital.

Providing for the possibility of withdrawal of a participant from a general partnership, he is required to declare his refusal to participate in the partnership at least six months before the actual withdrawal. An agreement between the participants of a partnership on the waiver of the right to withdraw from the partnership is void. Further, the participant who has retired from the partnership is paid the value of a part of the property corresponding to his share in the share capital, and by agreement with him, the issuance of property in kind is possible. At the same time, the shares of other participants increase. A participant in a partnership, under the law, has the right to transfer his share or part of it in the share capital to another participant or a third party, subject to the consent of all members of the partnership.

A limited partnership (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 are one or more participants-contributors (limited partners) who bear the risk of losses associated with the activities of the partnership , within the limits of the amounts of contributions made by them and do not take part in the implementation of entrepreneurial activities by the partnership.

A limited partnership is liquidated when all the contributors participating in it retire. However, full partners have the right, instead of liquidation, to transform a limited partnership into a full partnership.

Economical society:

A joint stock company is a company whose authorized capital is divided into a certain number of shares; participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company within the value of their shares.

A joint-stock company, from the point of view of an individual entrepreneur, is the optimal form of organizational and legal registration of entrepreneurial activity. It can be created by one person or consist of one person if one shareholder acquires all the shares of the company.

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

A joint-stock company, by law, cannot have a business company consisting of one person as the sole participant.

Types of joint-stock companies:

Open (OJSC)

Closed (CJSC)

Open Joint Stock Company (OJSC)

An open joint stock company is a joint stock company whose members can freely sell and buy shares of the company without the consent of other shareholders. It can carry out an open subscription for shares issued by it, which can be freely traded on the stock market. This implies the complete openness of the society and careful control over its activities, therefore it is obliged to publish annually for public information:

Annual report;

Balance sheet;

Profit and loss account;

and engage a professional auditor annually to review and validate the annual financial statements.

The supreme governing body in a joint-stock company is the general meeting of shareholders. The competence of the general meeting is:

Change of the company's charter

Change in the size of the authorized capital

Approval of annual reports and balance sheet, distribution of profits and losses

Formation of executive bodies and early termination of their powers

Decision on reorganization or liquidation of the company

Election of the Audit Commission

Solving other issues

If the number of shareholders exceeds 50 people, then a Board of Directors (Supervisory Board) is created. Its competence is determined by the charter of the joint-stock company.

The executive body of a joint-stock company can be collegiate (board, directorate) and/or sole (director, general director). He carries out the current management of the company's activities and is accountable to the Board of Directors and the General Meeting of Shareholders. OJSC, as well as CJSC, are a fairly popular form of business both in Russia and around the world. As a rule, open joint-stock companies are large companies.

Closed Joint Stock Company (CJSC)

A closed joint stock company is a company whose shares are distributed only among its founders (among a predetermined circle of persons), when the form of an open subscription for shares issued by the company is not used and they cannot be freely sold and bought on the stock market.

A potential buyer cannot simply instruct his broker to purchase a certain number of shares. Initially, the shares of such a company are distributed privately, and shareholders can dispose of them only with the consent of the company. This financial constraint is a major factor in determining the size of companies, which tend to be small to medium sized.

The number of CJSC members cannot exceed 50 (if this number of shareholders is exceeded, the company must be transformed into an open joint-stock company by re-registration).

A closed joint stock company is not required by law to disclose information about itself to the extent that is required of a public company; however, it is required to submit an annual report to the Registrar of Companies, which is open to any member of the public.

At the moment, the majority of small and medium-sized enterprises in Russia are closed joint stock companies, which makes this form of business the most popular.

Limited Liability Company (LLC)

A company founded by one or more persons, the authorized capital of which is divided into shares, according to the founders of the document (the company's charter). The participants are not liable for obligations and bear the risk of losses within the value of their contributions.

Unlike state and municipal unitary enterprises, on the property of which their founders have the right of ownership or other real right, limited liability companies (as well as other types of business companies, business partnerships and production cooperatives) are characterized by the fact that their participants have in relation to them rights of obligation.

In private economic practice, LLC is the most demanded organizational and legal form among commercial organizations.

At the same time, a limited liability company is characterized by the fact that the current (operational) management in the company (unlike partnerships) is transferred to the executive body, which is appointed by the founders either from their own number or from among other persons. The company's participants retain the rights to strategic management of the company, which they exercise by holding periodic general meetings of participants. Unlike joint-stock companies, the competence of the general meeting of participants in a limited liability company can be expanded at the discretion of the participants themselves; additional rights may also be granted to individual participants.

Unlike joint-stock companies, the profit of a limited liability company can be divided among the company's participants not only in proportion to their shares in the authorized capital of the company, but also in other ways in accordance with the company's Charter (if a different procedure is provided for by the Charter).

Unlike participants in a joint-stock company (shareholders), a participant in a limited liability company can not only sell (or otherwise transfer) his share in the authorized capital of the company, but also withdraw from the company, demanding payment of the value of a part of the property corresponding to his share in the authorized capital of the company if it is provided for by the Articles of Association of the company. The participants of a limited liability company, as well as the company itself, have the pre-emptive right to purchase the share of one of the participants, if he intends to sell his share to third parties. Also, the Articles of Association of the company may provide for a ban on the alienation of the share of participants to third parties.

Additional Liability Company (ALC)

An additional liability company is a company established by one or more persons; it is similar in many ways to a limited liability company.

Its authorized capital is divided into shares in accordance with certain constituent documents. Individual citizens, legal entities, citizens and legal entities, as well as (public organizations) can be participants in this society. It should be noted that state bodies, as well as local self-government bodies, do not have the right to act as participants in the company, unless otherwise provided by law.

This company can be opened by one person who is its one-time participant. As contributions (shares), participants can make cash, buildings, structures, machines, raw materials, materials, securities, as well as intellectual property in the form of know-how (recipe, technical idea, new technology, etc.). All non-monetary contributions are subject to unanimous approval by the general meeting of the founders of the company.

The only difference is that in the ALC there is additional subsidiary liability for the obligations of the company. Such responsibility does not apply to all the property of the participants, but only to its part, which is predetermined by the constituent documents of the company.

If one of the participants goes bankrupt, its additional liability is divided among the others (proportionately or otherwise). Therefore, the total amount of additional guarantees to the company's creditors remains unchanged.

The specificity of the ALC is in the exclusive form of the property obligation of the participants for its debts.

Subsidiary business company (DHO)

Any business company can be recognized as a subsidiary and dependent company: joint-stock company, limited liability company or additional liability company. A characteristic feature of subsidiaries and dependent companies is that the main (“parent”) company not only influences their decision-making, but also bears responsibility for the debts of subsidiaries.

A business company is recognized as a subsidiary if:

1. the participation of the main company or partnership prevails in its authorized capital;

2. there is an agreement between them;

3. the main company or partnership may determine the decisions taken by this company.

Production cooperative (artel)

A certain place in the system of commercial organizations belongs to the production cooperative (artel). This organizational and legal form of management is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, etc.), based on their personal labor and other participation and association by its members (participants) of property share contributions. The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization.

Such cooperatives bear subsidiary liability for the obligations of the cooperative (as in business partnerships) and carry out their activities on the basis of the charter with the formation of management bodies (similar to business companies). But unlike the latter, the management of a production cooperative is carried out on the principle of “one person - one vote” and does not depend on the size of its property contribution.

The charter of a cooperative, in addition to generally accepted information, must contain conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and their liability for violation of the obligation to make share contributions; on the nature and procedure for the labor participation of its members in the activities of the cooperative and their liability for violation of the obligation for personal labor participation; on the procedure for distributing profits and losses of the cooperative; on the amount and conditions of subsidiary liability of its members for the debts of the cooperative; on the composition and competence of the management bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes.

The number of members of the cooperative must not be less than fifty.

In foreign countries, these cooperatives have not received such significant development. They are not focused on generating income and profit, their goal is to help members of the cooperative and those in need.

State and municipal state enterprises

Only state and municipal enterprises could be created in a unitary form. The property with which they are allotted is, respectively, in state or municipal ownership and belongs to enterprises on the right of economic ownership or operational management. The management body of a unitary enterprise is a manager appointed by the owner (or a body authorized by the owner). The owner of the property of an enterprise based on the right of economic management is not liable for the obligations of the enterprise. Equally, an enterprise of this type is not liable for the debts of the owner of the property.

Thus, the measures of economic isolation of unitary enterprises are clearly and strictly defined.

A unitary enterprise may create a subsidiary unitary enterprise by transferring to it a part of the property for economic management.

1.4 Organizational and legal forms of non-profit enterprises

Non-commercial organizations are considered to be organizations whose main goal is not to make a profit. In its implementation, the profit received should not be distributed among the participants, however, they can carry out entrepreneurial activities if it serves the implementation of the main (statutory) purpose of the organization and corresponds to it. For this purpose, non-profit organizations are allowed to create business companies or be members in them.

Non-profit enterprises:

consumer cooperative

Public and religious organizations

Institutions

consumer cooperative

A consumer society (cooperative) is a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of participants, carried out by combining property shares by its members.

The charter of a consumer cooperative must contain, in addition to generally accepted information, conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their liability for violation of the obligation to make share contributions; on the composition and competence of the management bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes; on the procedure for covering the losses incurred by members of the cooperative.

Members of a consumer cooperative are obliged, within three months after the approval of the annual balance sheet, to cover the resulting losses through additional contributions. In case of failure to fulfill this obligation, the cooperative may be liquidated in court at the request of creditors.

Members of a consumer cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid part of the additional contribution of each of the members of the cooperative.

Income received by a consumer cooperative from entrepreneurial activities carried out by the cooperative in accordance with the law and the charter is distributed among its members.

Public and religious organizations

Public and religious organizations (associations) are recognized as voluntary associations of citizens who, in accordance with the procedure established by law, have united on the basis of their common interests to satisfy spiritual and other non-material needs.

Organizations have the right to carry out entrepreneurial activities only to achieve the goals for which they were created, and corresponding to these goals. Participants (members) of these organizations do not retain the rights to the property transferred by them to these organizations in ownership, including membership fees. They are not liable for the obligations of public and religious organizations in which they participate as their members, and these organizations are not liable for the obligations of their members.

The Foundation is recognized as a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational and other socially useful goals. The property transferred to the foundation by its founders is the property of the foundation. The founders are not liable for the obligations of the fund they have created, and the fund is not liable for the obligations of its founders.

The Foundation uses the property for the purposes specified in its charter. The Foundation has the right to engage in entrepreneurial activities necessary to achieve the socially useful goals for which the Foundation was created, and corresponding to these goals. In order to carry out entrepreneurial activities, foundations have the right to create business companies or participate in them.

The Foundation is required to publish annual reports on the use of its assets.

The procedure for managing the fund and the procedure for forming its bodies are determined by its charter, approved by the founders.

The charter of the foundation, in addition to generally established information, must contain information about the purpose of the foundation, instructions about the bodies of the foundation, including the board of trustees that oversees the activities of the foundation, about the procedure for appointing and dismissing officials of the foundation, about the location of the foundation, about the fate of property fund in the event of liquidation.

institution

An institution is recognized as an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part. The rights of the institution to the property assigned to it correspond to the rights of a state-owned enterprise, that is, this property can be used only for the purpose of fulfilling its statutory activities and the tasks of the owner.

The owner of the property assigned to the institution has the right to seize excess, unused or misused property and dispose of it at his own discretion. The institution is responsible for its obligations with the funds at its disposal. In case of their insufficiency, the owner of the relevant property bears subsidiary liability for its obligations.

Chapter 2. Analysis of the balance sheet of the enterprise OJSC "Magnit"

2.1 Characteristics of the trade enterprise OJSC "Magnit"

Open Joint Stock Company "Magnit", hereinafter referred to as the "company", was established on November 12, 2003 as Closed Joint Stock Company "Magnit" (main state registration number 1032304945947), on January 10, 2006, an extraordinary General Meeting of Shareholders decided to change the full company name to open joint stock company "Magnit". The Company is a legal entity, operates on the basis of this Charter and the legislation of the Russian Federation.

The company was created without limiting the period of its activity

Location of the company: Russian Federation, the head office is located in the city of Krasnodar, st. Solnechnaya, 15/5. Store chains are also located in the Stavropol Territory, namely in Art. Essentuki, st. Gagarina 9

The main goal of the company is to make profit.

The Company carries out the following main activities:

Renting out your own non-residential real estate;

Wholesale trade in meat, including poultry meat, meat products and canned meat and poultry meat;

Wholesale of dairy products;

Wholesale of edible oils and fats;

Wholesale of soft drinks;

Wholesale trade in alcoholic beverages, except for beer;

Wholesale trade in beer;

Wholesale trade in sugar;

Wholesale trade in sugary confectionery products, including chocolate;

Wholesale of coffee, tea, cocoa and spices;

Wholesale of fish, seafood and canned fish;

Wholesale trade in prepared food products, including trade in children's and dietary products;

Nutrition and other homogenized food products;

Wholesale trade in flour confectionery;

Wholesale of flour and pasta;

Wholesale of cereals;

Wholesale of salt;

Wholesale trade in other food products not included in other groups;

Wholesale of cleaning products;

Retail trade in non-specialized stores with food products;

Including drinks, and tobacco products.

The history of the creation of society.

1994 - 1998: Start: wholesale

Founding of a company selling household chemicals by S.N. Galitsky

Thunder becomes one of the leading official distributors of household chemicals and cosmetics in Russia

Decided to enter the food retail market

1998 - 1999: Entry into the food retail market

Opening of the first grocery store in Krasnodar

Format Experiments

The stores are merged into the Magnit retail chain

2001 - 2005: Intensive development in order to establish a firm position in the market

Rapid regional development: 1,500 stores at the end of 2005

Adoption of IFRS

Strict financial control

Motivational wage system

2006 - 2009: Further development of the traditional format. Transition to multi-format

Leader of Russian food retail in terms of the number of IPO buyers in 2006

Start of construction of hypermarkets

An independent director was elected to the Board of Directors An Audit Committee was established

Developed and introduced a set of rules for corporate conduct SPO in 2008, 2009

24 hypermarkets opened in 2007-2009 636 convenience stores opened in 2009 (total number of stores as at 31 December 2009 is 3,228) 2010-2012: Strong position in the sector

Growth Acceleration - More than 1,000 convenience stores, 42 hypermarkets and 208 cosmetics stores opened in 2011

Successful share placement in December 2011, proceeds of $475 million.

Large-Scale Investment Program 2012: Capex plan of about $1.1-1.4 billion

Planned opening of up to 800 convenience stores and 50-55 hypermarkets during 2012

Work on improving efficiency

The network of stores "Magnit" is:

Market leader in terms of the number of retail facilities and territory of presence in Russia - 64 branches, 1 representative office, 6,046 convenience stores, 126 hypermarkets, 20 Magnit Family stores and 692 cosmetics stores in 1,605 cities and towns;

A company with a strong logistics system, including 18 distribution centers, an automated inventory management system and a fleet of 4,401 vehicles that ensure timely delivery of goods to all stores in the chain;

One of the leading retail companies in terms of sales. The company's revenue for 2012 amounted to 14.430 million US dollars, EBITDA - 1.524 million US dollars;

Russia's largest employer -- the company employs over 180,000 people. The retail network "Magnit" has repeatedly been awarded the title of "Best Employer of the Year";

It is one of the five largest grocery retailers in the world in terms of business capitalization.

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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) is an independent economic entity with the rights of a legal entity that combines under its management the factors of production - capital, land and labor - in order to produce goods and services.

Legal form- is a 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. 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).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Another important advantage of the corporation is an 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 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 knowledge workers. They cannot be set a rhythm of work with the help of a conveyor, and even the most common control over their work is ineffective. Such workers work with return only when they have the appropriate motivation. The position of the owner best contributes to the emergence of such motivation. As a result, first dozens, and then hundreds and thousands of firms began to appear, sometimes employing only a few people. But this fragmentation is compensated by the fact that an increasing number of people participate in social production, not just as hired workers, but as owners with completely different incentives to work.

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

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

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

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

State enterprise . In many countries of the modern world, the active entrepreneur is the state, which owns from 5-10 to 35-40% of the fixed capital. In the former socialist countries, the state owned the vast majority of 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 is clear that in the so-called socialist countries the "state economy" dominated, 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 Italythe list of the largest industrial enterprises is headed by state organizations -IRI(acts in ferrous metallurgy, shipbuilding and mechanical engineering, aviation, automotive, electronic, electrical and other industries, sea and air transport, telephone and telegraph communications, radio and television broadcasting), ENI(oil and gas production, trade in petroleum products);in France - "Elf-Akiten"(extraction and refining of oil, production of petroleum products, chemical industry, healthcare, perfumery and cosmetics), Renault(produces cars and trucks, sports cars) ; in Finland - "Neste" (oil refining and retail 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.

should be distinguished from state-owned enterprises

Characteristics and features of the organizational and legal form of the enterprise. Characteristics of organizational and legal forms. General definition of non-profit organizations

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