Organizational and legal forms in civil proceedings. What is the organizational and legal form of a legal entity, the concept and types of enterprises. Organizational and legal forms of enterprises: concept, main features, principles of classification

11.03.2022

PLAN

Introduction. The essence of organizational and legal forms.

Organizational and legal forms of organizations (OPF):

Legislative acts of the OPF.
OPF classification.
OPF features. Advantages and disadvantages.

The role of the choice of the BPF in the activities of the organization.

Bibliography.

Introduction

The organizational legal form of an organization is called the form of an economic entity, which fixes the method of fixing and using property by an economic entity and its legal status and goals of activity arising from this. Economic entities include any legal entities, as well as organizations operating without forming a legal entity, and individual entrepreneurs.

The existence of an OPF gives the entrepreneur the opportunity to identify and consolidate:

entrepreneur status;

determine the organizational and legal unity of the company (the company's management bodies, the boundaries of their legal capacity);

and the mechanism of property liability, which in turn is a mechanism of control by the state and an instrument of influence.

Each country has its own organizational and legal forms of doing business, which have clear characteristics and strictly enforced requirements.

The need to create an OPF and the mandatory registration of individuals and legal entities is associated with the existence of a large number of informal and underground businesses: "underground production", entrepreneurship that does not meet standards, avoids paying taxes, piracy of the brand, etc.

The need to choose an OPF arises whenever:

creation of a new enterprise;

transforming an existing one.

The choice of OPF is a long-term solution and changing the form, as a rule, is associated with serious organizational costs, material and financial losses, loss of suppliers and customers. The reasons for changing the OPF can be: a change in legislation, or a change in the size and volume of production of the company.

Organizational and legal forms of organizations.

Legislative acts of the OPF.

There are the following legislative acts regulating the creation, requirements, liability, reorganization and liquidation of OPF: the Civil Code of the Russian Federation, the All-Russian Classification of Legal Forms, the Federal Laws "On Limited Liability Companies", "On Joint Stock Companies", etc.

Any enterprise as a legal entity in accordance with the Civil Code of the Russian Federation, regardless of the organizational and legal form, has the same rights as other enterprises. The differences lie in the rights of the founders (participants, shareholders) of such enterprises. It is this set of rights of the founder (participant, shareholder) of a legal entity that determines the choice of one or another organizational and legal form of the enterprise.

OPF classification.

The All-Russian OPF classifier identifies the following main classification groups:

legal entities that are commercial organizations;

legal entities that are non-profit organizations;

organizations without the rights of a legal entity;

individual entrepreneurs.

Based on the goals of entrepreneurial activity, business entities that are legal entities are divided into organizations that pursue profit as the main goal of their activities ( commercial organizations ) or do not have profit making as such a goal and do not distribute the profit received among the participants ( non-profit organizations ).

Legal entities that are commercial organizations may be created in the form of economic partnerships and companies, production cooperatives, state and municipal unitary enterprises.

Legal entities that are non-profit organizations may be created in the form of consumer cooperatives, public or religious organizations, institutions, charitable and other foundations, as well as in other forms provided for by law (non-profit partnerships, autonomous non-profit organizations, branches of foreign non-profit non-governmental organizations, etc.). d.).

To business entities that are not legal entities, but have the right to carry out their activities without formation of a legal entity , include mutual investment funds, representative offices, branches and other separate subdivisions of legal entities, peasant (farm) enterprises (since January 1, 2010), as well as simple partnerships.

To individual entrepreneurs include citizens who carry out their activities without forming a legal entity.

Figure 1. presents a diagram of the organizational and legal forms that exist today in the Russian Federation.

Figure 1. Organizational and legal forms of the Russian Federation.

OPF features. Advantages and disadvantages.

Using the scheme shown in Figure 1, we will characterize the existing organizational and legal forms.

I . Commercial organizations - organizations whose main goal is to make a profit and distribute it among the participants. These include:

a) Business partnerships- to commercial organizations in which contributions to the share capital are divided into shares of the founders. A distinction is made between a general partnership and a partnership in faith.

General partnership ( Fri) - a partnership whose participants (general partners) on behalf of the partnership are engaged in entrepreneurial activities and are liable for its obligations not only with their contributions to the share capital of the PT, but also with their property.

Advantages and disadvantages: Participants of the PT must be highly qualified and enjoy mutual trust. If these requirements are met, management has a high efficiency and effectiveness. If participants do not meet these requirements, then there is a high probability of various kinds of negative consequences.

Faith Partnership (TNV) - a partnership in which, along with general partners, there is at least one participant of a different type - a contributor (limited partner), who does not participate in entrepreneurial activities and bears risk only within the limits of his contribution to the share capital of TNV.

Advantages and disadvantages: Management is efficient. General partners must be like-minded, enjoy the trust of investors, have high qualifications and a developed sense of responsibility. Otherwise, there is a high probability of various kinds of negative consequences.

b) Business companies -to commercial organizations in which contributions to the authorized capital are divided into shares of the founders. Exist:

Limited Liability Company (LLC) - an economic company, the participants of which are not liable for its obligations and bear the risk only within the limits of their contributions to the authorized capital. Provides one type of membership - member. It can be an individual or a legal entity (their possible number is from 1 to 50). Governing bodies: general meeting of participants, management. The number of votes by agreement of the participants is specified in the constituent documents (recommendation: in proportion to the share in the authorized capital). Participants bear the risk of losses within the value of their contributions to the authorized capital of the company. The profit allocated for dividends is distributed among the participants in proportion to their shares in the authorized capital. Upon withdrawal, the participant has the right: to receive a share in money, in kind, to transfer part of it or all of it to another person (participants in this have an advantage over third parties).

Advantages and disadvantages: If the number of participants exceeds 15-20, then the sense of ownership and efficiency of management are reduced. An LLC is preferable if the participants do not want to transfer all management rights to a narrow circle of persons. The fact of material liability for obligations within the limits of the company's property reduces the interest for creditors.

Additional Liability Company (ALC) - an economic company, the participants of which jointly and severally bear subsidiary (full) liability for its obligations with their property in the same multiple for all to the value of their contributions to the authorized capital.

Advantages and disadvantages: Responsibility for the obligations of the bankrupt participant is transferred to other participants. ODO is preferable if the participants are highly qualified and trust each other. The high responsibility of the participants contributes to the improvement of the quality of their activities, the growth of trust in them by other organizations.

Open Joint Stock Company (OJSC) - a business company, the authorized capital of which is divided into a certain number of shares, the owners of which can alienate their part without the consent of other shareholders. Shareholders bear risk only to the extent of the value of their shares. Governing bodies: general meeting of shareholders, supervisory board, board (management) headed by the chairman (director). The share of preferred (non-voting) shares must not exceed 25%. Dividend profit is distributed among shareholders in proportion to the number of shares they own.

Advantages and disadvantages: The number of shareholders is not limited. Preferred if it is necessary to make large capital investments (by attracting potential investors to the participants).

Closed Joint Stock Company (CJSC) - a joint-stock company, whose shares are distributed only among its founders or other predetermined circle of persons. Shareholders of a CJSC have a pre-emptive right to acquire shares sold by its other shareholders. Shareholders bear risk only to the extent of the value of their shares.

Advantages and disadvantages: This form is preferable if: participants do not want to entrust management to a narrow circle of qualified employees (or if there are none); Participants want to limit their composition to a predetermined circle of people.

in)Production cooperatives- d voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and association of property share contributions by its members (to the cooperative's share fund):

Agricultural artel (collective farm) (SPK) - a cooperative created for the production of agricultural products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (has the right to vote only in certain cases provided for by law).

Advantages and disadvantages: The number of participants is limited only by the lower limit - 5 people. If the number of participants exceeds 15-20, then the sense of ownership decreases. The SPC is preferable if participants do not want to entrust management to a narrow circle of skilled workers (or if there are none). Management is not efficient enough. Each participant, regardless of the size of the contribution, has 1 vote (the risk is not proportional to the contribution).

Fishing artel (collective farm) (RPK) - a cooperative established for the production of fish products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (the right to vote is vested only in certain cases provided for by law).

Cooperative farm (koopkhoz) (SKH) - a cooperative created by the heads of peasant farms and (or) citizens running personal subsidiary plots for joint activities in the production of agricultural products based on personal labor participation and the pooling of their property shares (land plots of peasant farms and private household plots remain in their ownership).

G) Unitary enterprises- An enterprise is recognized as a unitary enterprise that is not endowed with the right of ownership of the property assigned to it by the owner. Only state and municipal enterprises can be unitary:

State (state) enterprise (GKP) - a unitary enterprise based on the right of operational management and created on the basis of property that is in federal (state) ownership. A state-owned enterprise is created by decision of the Government of the Russian Federation.

Advantages and disadvantages: The enterprise can receive assistance from the state. However, the management and other employees of the enterprise will not be sufficiently interested in efficient work. PCUs are generally unable to compete with private enterprises.

Municipal enterprise (MP)- a unitary enterprise based on the right of economic management and created on the basis of state or municipal property. It is created by the decision of the authorized state body or local self-government body.

Advantages and disadvantages: similar to GKP.

II . Non-Profit Organizations - organizations that do not pursue the goal of making a profit and do not distribute the profits received among the participants:

Consumer Cooperative (PC) - a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by pooling property shares by its members. Provides 2 types of membership: member of the cooperative (with the right to vote); associate member (has the right to vote only in certain cases provided for by law).

Public and religious organizations - voluntary association of citizens on the basis of common interests to meet spiritual or other non-material needs. The right to carry out entrepreneurial activities only to achieve the goals of the organization. Participants do not retain ownership of the property transferred to the organization.

Funds - an organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The right to engage in entrepreneurial activities to achieve their goals (including through the creation of economic companies and participation in them).

Institutions - 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.

III . Associations of legal entities - associations (unions) created by legal entities in order to coordinate business activities and protect their property interests. Association members retain their independence and the rights of a legal entity.

The role of the choice of the BPF in the activities of the organization.

When choosing the organizational and legal form of a future enterprise, it is necessary to take into account their features, so as not to find out later that in order to conduct any business transaction or solve a certain problem, it is necessary to re-register the company.

To select the OPF, the following aspects of the future enterprise should be taken into account:

Goals and activities, the possibility of making a profit;

Profit distribution;
Responsibility of founders (participants);
Taxation;
Accounting and reporting;
The minimum size of the property of the organization;
The possibility of participants to receive part of the property of the organization upon exit from it and upon its liquidation;
Type of management and number of enterprises.

Thus, the choice of legal form plays an important role not only in the process of registration of legal entities, but also in the further functioning of enterprises. The convenience of managing an organization, the protection of investments, the confidentiality of information about the founders, and much more directly depend on the correct selection of the legal form. Organizational - legal forms enterprises (4)Abstract >> Economic theory

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1.3. Organizational and legal forms of organizations

Organizational and legal form (OPF) is a system of organizational and legal conditions for the functioning of organizations established by law and other regulatory documents in order to streamline their activities.

Organizational and legal forms of organizations in accordance with the Civil Code of the Russian Federation are shown in fig. 1.11. Commercial organizations include:

1. General partnership (PT);

2. Partnership on faith (limited partnership) (TV);

3. Limited Liability Company (LLC);

4. Society with additional liability (ALC);

5. Closed Joint Stock Company (CJSC);

6. Open Joint Stock Company (OJSC);

7. Subsidiary business company (DHO);

8. Dependent economic company (ZHO);

9. Production cooperative (PC) (artel);

10. State (municipal) unitary enterprise based on the right of economic management (MUP);

11. State unitary enterprise based on the right of operational management (SUE) or Federal State Enterprise.

Rice. 1.11. Organizational and legal forms of organizations

The characteristics of commercial organizations by OPF and the main features are given in Table. 1.1.

Along with the OPF of organizations, there are so-called organizational and economic forms of interaction. The organizational and economic forms of interaction between enterprises include:

a) A concern (holding) is a diversified joint-stock company that controls enterprises through a participation system, i.e. the concern acquires a controlling stake and, on the basis of this, imposes its policy on enterprises.

b) Association is a soft form of association of economically independent organizations on the basis of voluntary interaction, i.e. enterprises may, in addition to associations, be members of other associations.

c) A consortium is an association of entrepreneurs for the purpose of conducting large financial transactions.

d) A syndicate is an association of sales of products by enterprises of the same industry in order to eliminate excessive competition.

e) A cartel is an association of enterprises for joint interaction in the field of product marketing.

f) The financial-industrial group is an association of industrial, banking, commercial, scientific, technical and insurance capital for solving large-scale problems.

Characteristics of commercial organizations by main features

Organizational and legal forms of enterprises

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

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

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

Classification and types of organizational and legal forms

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

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

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

partnerships;
society;
joint-stock companies;
unitary enterprises.

For non-profit organizations:

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

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

Criteria for choosing an organizational and legal form

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

organizational and technical;
social and economic.

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

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

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

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

Organizational and legal forms of enterprises (page 1 of 5)

In this course work, we will consider the topic of organizational and legal forms of enterprises, their characteristics.

The purpose of this work is to study the theoretical foundations of the organizational and legal forms of enterprises and to gain practical skills on this topic.

In accordance with the goal of the course work, the following tasks are considered:

Definition and identification of the basic principles of organizational and legal forms of functioning of enterprises;

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

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.

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 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 terms of 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;

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).

1.2The main features of the enterprise

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

organizational unity, appropriately formalized and reflected in the constituent documents;

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

property liability 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;

availability of a current account, printing.

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).

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The sectoral aspect of the activities of enterprises reveals their specifics. 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 the 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.

Chapter 2. Organizational and legal forms of commercial enterprises

2.1 Business partnerships

Entrepreneurial activity in its individual form has very limited opportunities, spreading mainly to small businesses. For larger entrepreneurship, it is necessary to combine the efforts of several people, to move on to collective entrepreneurship. The association of participants in entrepreneurial activity, partners for a joint business is called a partnership. The participation of partners in a partnership is usually secured by a written agreement, or contract. For the purpose of a closer and more lasting union, the partnership is formalized as an enterprise. The partnership allows you to combine not only the efforts, but also the capital of its participants.

The Civil Code of the Russian Federation (Part I) considers business partnerships as one of the main forms of creating legal entities that are commercial organizations. The commercial Civil Code of the Russian Federation includes organizations that pursue profit as the main goal of their activities.

Organizational and legal forms of enterprises (page 1 of 4)

2. Types of enterprises depending on organizational and legal forms

3.2 Other legal forms

4. Organizational and legal forms of non-profit enterprises

4.1 Consumer cooperative

4.2 Public and religious associations

4.3 Associations of legal entities

The central link of the market economy are business entities (organizations, enterprises, households).

An enterprise is a separate economic production unit (subject) that disposes and produces goods and services.

In a market economy, an entrepreneur is free to choose options for solving problems, alternatives for development and defining his goals.

Organizational and legal forms of entrepreneurial activity are extremely diverse.

When deciding on the choice of organizational and legal form, the entrepreneur determines:

1. required level;

2. the scope of possible rights and obligations, which depends on the profile and content of future activities;

3. possible circle of partners;

4. legislation existing in the country.

The legal form of an enterprise is a complex of legal and economic norms. Which determine the nature, conditions and methods of formation of legal and economic relations between employees and the owner of the enterprise. 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.

1. The concept of the organizational and legal form of the enterprise

The organizational and legal system in the country since January 1, 1995. is formed in accordance with the Civil Code of the Russian Federation.

The organizational and legal form of an enterprise is simply a form of legal registration of an enterprise, which creates a certain legal status for this enterprise.

When characterizing enterprises, it must be borne in mind that the concept of “organizational-legal form” and the concept of “enterprise” are not identical. Within the framework of one enterprise, different forms can be combined as its participants, and in separate organizational and legal forms, several independent enterprises can be combined. Each of the legal forms of enterprises has a different degree of separation of their owners, proprietors. To do this, it is enough to compare the rights of the owners of an open joint-stock company (they are entitled only to part of the property of the enterprise and are limited in the performance of managerial functions) and business partnerships (in which there is a close convergence of the owner and property and the opportunity is given to directly perform the functions of managing the enterprise). All enterprises in accordance with the Civil Code of the Russian Federation, depending on the main goal, are divided into non-profit and commercial. Non-commercial enterprises differ from commercial enterprises in that the profit from the former is not the main goal and they do not distribute it among the participants.

2. Types of enterprises depending on organizational and legal forms

According to the Civil Code of the Russian Federation, the following forms of enterprises can be considered (see Appendix 1):

1. Business partnerships and companies

1.1. General partnership

1.2. Faith partnership

1.3. Limited Liability Company

1.4. Additional Liability Company

1.5. Joint-stock company

1.6. Subsidiaries and affiliates

2. Production cooperatives

3. State and municipal unitary enterprises

4. Non-profit organizations

Let us consider in more detail the organizational and legal forms.

3. Organizational and legal forms of commercial enterprises

3.1 Business partnerships and companies

These forms can be divided into:

A general partnership is a partnership whose participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property.

Management of entrepreneurial activities of a general partnership is carried out by common consent of all its participants. Each participant in a general partnership, as a rule, has one vote when resolving any issues at a general meeting. Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership. That is, in fact, this statement means the unlimited liability of comrades.

Organizational and legal form of the enterprise

There are the following types of organizational and legal forms of economic entities (hereinafter also OPF):

OPF of economic entities that are legal entities-commercial organizations

Partnerships
- General partnerships
- Faith partnerships
Society
- Limited liability companies
- Companies with additional liability
Joint stock companies
- Open Joint Stock Companies
- Closed Joint Stock Companies
Unitary enterprises
- Unitary enterprises based on the right of economic management
- Unitary enterprises based on the right of operational management
Other
- Production cooperatives

OPF of economic entities that are legal entities-non-profit organizations

Consumer cooperatives
Public associations (including religious associations)
- Public organizations
- social movements
- Bodies of public initiative
- Political parties
Foundations (including public foundations)
Institutions (including public institutions)
State corporations
Non-Profit Partnerships
Autonomous non-profit organizations
Communities of Indigenous Peoples
Cossack societies
Associations of legal entities (associations and unions)
Associations of peasant (farm) households
Territorial public self-governments
Homeowners associations
Horticultural, horticultural or dacha non-profit partnerships

OPF of economic entities without the rights of a legal entity

Mutual funds
Ordinary partnerships
Representative offices and branches
Individual entrepreneurs
Peasant (farm) households (since January 1, 2010)

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BTF examples

state and municipal institutions

The simplest name for the OPF of state institutions is FGU (federal) and GU (regional, Moscow and St. Petersburg). Sometimes the word “budgetary” is added to the OPF, for example, in the OPF forestry, correctional colonies. The name of the OPF may include the word "regional" and even the name of the subject of the Russian Federation: "Novosibirsk region", "city of Moscow", but not necessarily.

OPF of state institutions:

federal government agency
Regional State Institution (State Regional Institution), OSU
government agency
Federal state budgetary institution

Federal State Budgetary Institution of Science

Regional state budgetary institution
State budgetary institution of the Novosibirsk region
State budgetary institution of the city of Moscow
State budget institution
State (municipal) public institution

Educational, healthcare and cultural institutions have their own OPF names:

OPF of educational institutions:

Federal State Autonomous Educational Institution of Higher Professional Education
State educational institution of higher professional education
State educational institution of secondary vocational education
State educational institution
Municipal budgetary educational institution
Municipal preschool educational institution

OPF of military educational institutions:

Federal State Military Educational Institution of Higher Professional Education
State military educational institution of higher professional education

OPF of health care institutions:

Federal Public Health Institution
Public Health Institution
Municipal Health Institution

OPF of cultural institutions:

Regional state educational institution for orphans and children left without parental care
State Special Rehabilitation Educational Institution of Secondary Vocational Education - College for the Disabled
Federal State Educational Institution of Secondary (Complete) General Education "Astrakhan Suvorov Military School of the Ministry of Internal Affairs of the Russian Federation"- does not have an indication of "military".

state and municipal unitary enterprises

OPF of unitary enterprises:

Federal State Unitary Enterprise
State Regional Unitary Enterprise
State unitary enterprise
Municipal unitary enterprise

3.3. Organizational and legal forms of enterprises in the Russian Federation

Organizational and legal form is a form of business organization, fixed in a legal way. It defines responsibility for obligations, the right to deal on behalf of the enterprise, the management structure and other features of the economic activity of enterprises. The system of organizational and legal forms used in Russia is reflected in the Civil Code of the Russian Federation, as well as in the regulations arising from it. It includes two forms of unincorporated entrepreneurship, seven types of commercial organizations and seven types of non-profit organizations.

Let us consider in more detail the organizational and legal forms of legal entities that are commercial organizations. Entity- an organization that has separate property in ownership, economic management and operational management, is liable for its obligations with this property and can acquire and exercise property rights and incur obligations on its own behalf.

Commercial called organizations that pursue profit as the main goal of their activities.

Economic partnership is an association of persons directly involved in the activities of the partnership, with the share capital divided into shares of the founders. The founders of a partnership may be members of only one partnership.

Complete a partnership is recognized, the participants of which (general partners) are engaged in entrepreneurial activities on behalf of the partnership. If the property of the partnership is insufficient to pay off its debts, creditors have the right to demand satisfaction of claims from the personal property of any of its participants. Therefore, the activity of the partnership is based on the personal and trusting relationships of all participants, the loss of which entails the termination of the partnership. The profits and losses of the partnership are distributed among its participants in proportion to their shares in the share capital.

Faith partnership(limited partnership) - a kind of general partnership, an intermediate form between a general partnership and a limited liability company. It consists of two categories of participants:

General partners carry out entrepreneurial activities on behalf of the partnership and are fully and jointly and severally liable for obligations with all their property;

Investors make contributions to the property of the partnership and bear the risk of losses associated with the activities of the partnership within the limits of the amounts of contributions to the property.

Economical society Unlike a partnership, it is an association of capital. The founders are not required to directly participate in the affairs of the company, members of the company can simultaneously participate in property contributions in several companies.

Limited Liability Company (LLC) – an organization created by agreement between legal entities and citizens by combining their contributions for the purpose of carrying out economic activities. Mandatory personal participation of members in the affairs of the LLC is not required. Members of an LLC are not liable for its obligations and bear the risk of losses associated with the activities of the LLC to the extent of the value of their contributions. The number of participants in an LLC should not be ^1 be more than 50.

Additional Liability Company (ALC) – a type of LLC, so all the general rules of an LLC apply to it. The peculiarity of the ALC is that if the property of this company is insufficient to satisfy the claims of its creditors, the participants in the company can be held liable, and jointly and severally with each other.

Joint Stock Company (JSC)- a commercial organization, the authorized capital of which is divided into a certain number of shares; JSC participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. Open Joint Stock Company (JSC)- a company whose members can alienate their shares without the consent of other members of the company. Such a company has the right to conduct an open subscription for shares issued by it in cases established by the Charter. Closed Joint Stock Company (CJSC)- a company whose shares are distributed only among its founders or other specific circle of persons. CJSC is not entitled to conduct an open subscription for its shares or otherwise offer them to an unlimited number of persons.

Production cooperative (artel) (PC)- a voluntary association of citizens for joint activities, based on their personal labor or other participation and the association of property shares by its members. The profit of the cooperative is distributed among its members in accordance with their labor participation, unless otherwise provided by the charter of the PC.

unitary enterprise- a commercial organization that is not endowed with the right of ownership of the property assigned to it. The property is indivisible and cannot be distributed among contributions (shares, shares), including between employees of the enterprise. It is respectively in state or municipal ownership and is assigned to a unitary enterprise only on a limited property right (economic management or operational management).

unitary enterprise on the right of economic management- an enterprise that is created by decision of a state body or local government. The property transferred to the unitary enterprise is credited to its balance sheet, and the owner does not have the rights of possession and use in relation to this property.

unitary enterprise on the right of operational management- This is a federal state-owned enterprise, which is created by decision of the Government of the Russian Federation on the basis of property that is in federal ownership. State-owned enterprises are not entitled to dispose of movable and immovable property without special permission from the owner. The Russian Federation is liable for the obligations of a state-owned enterprise.

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Types of organizational and legal forms of organizations are a classification of business entities in modern conditions. The main feature of this classification is the division of economic entities in accordance with the organizational and legal form of companies.

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

Types of organizational and legal forms of organizations

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

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

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

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

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

Shape selection

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

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

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

Types of organizational and legal forms of commercial organizations

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

A business partnership, divided into full and based on faith, the difference between which lies in the degree of responsibility of the participants (partners). In a full society, partners in obligations are liable with all their property, but in a society based on faith, they are liable in accordance with the amount of their contributions.
Economic company (LLC), joint-stock company (JSC). The capital of an LLC includes the contributions of the participants and is divided into shares; in a JSC, the capital is divided into the corresponding number of shares.
A production cooperative is a voluntary association of members (citizens), it is based on membership and share contributions, as well as on the personal labor of the participants.
Economic partnerships are very rare, almost never mentioned in the Civil Code. Such enterprises are regulated by a separate law.
Peasant farms are an association for the purpose of conducting agriculture, based on the personal participation of citizens in business and their property contributions.

Examples of problem solving

EXAMPLE 1

Exercise

Types of organizational and legal forms of organizations without forming a legal entity include:

1) Joint stock company,

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

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

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

Legal entities are divided into commercial and non-commercial.

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

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

Let's take a closer look at commercial organizations.

1. Partnership.

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

The disadvantages of this organizational and legal form are:

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

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

Partnerships are of 2 types: full and limited.

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

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

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

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

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

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

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

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

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

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

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

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

2. Society.

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

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

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

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

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

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

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

Formation of executive bodies and early termination of their powers:

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

Election of the Audit Commission;

Reorganization and liquidation of the company.

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

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

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

Expiration of the period specified in the constituent documents;

Achieving the goal for which the society was created;

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

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

A decrease in the value of net assets below the minimum allowable amount of authorized capital at the end of the second or any subsequent year;

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

Companies with additional liability.

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

joint-stock companies.

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

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

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

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

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

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

JSCs can only issue registered shares.

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

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

3. Production cooperative.

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

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

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

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

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

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

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

4. State and municipal UE.

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

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

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

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

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

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

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