1. LECTURES ON THE TOPIC “ENTERPRISE IN A MARKET ECONOMY”

2. Organizational and legal forms of enterprises

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

Entrepreneurial activity without forming 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. The most significant features of a simple partnership include the joint liability of the participants for all general obligations. Profit is distributed in proportion to the contributions made by the participants (unless otherwise provided by the contract or other agreement), which include not only tangible and intangible assets, but also 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-profit.

Commercial are organizations that pursue profit as the main goal of their activities. According to the Civil Code of the Russian Federation, these include business partnerships and societies, production cooperatives, state and municipal unitary enterprises, this list is exhaustive.

Non-profit are considered organizations for which making profit is not the main goal and do not distribute it among participants. These include consumer cooperatives, public and religious organizations, non-profit partnerships, foundations, institutions, autonomous non-profit organizations, associations and unions, etc.

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 the enterprise. An important advantage of a partnership is the ability to attract 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:

a) each participant bears equal financial liability regardless of the size of his contribution;

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

There are two types of partnerships: full and limited.

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

Share capital is formed as a result of the founders of the partnership making their contributions. The ratio of participants' contributions 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 provides information mandatory for any legal entity (name, location, procedure for joint activities of participants to create a partnership, conditions for transferring property to it and participation in its activities, procedure for managing its activities, conditions and procedure for distributing profits and losses between participants, procedure for the withdrawal of 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; size, composition, terms and procedure for making deposits; liability 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 carry out transactions on his own behalf that are similar to those that constitute the subject of the partnership’s activities. 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 constituent agreement). In addition, each partner must participate in its activities in accordance with the memorandum of association.

Managing the activities of a general partnership carried out by common consent of all participants; each participant, as a rule, has one vote (the constituent agreement may provide for a different procedure, as well as the possibility of making decisions by a majority vote). Each participant has the right to familiarize himself with all the documentation of the partnership, and also (unless the agreement establishes a different way of doing business) to act on behalf of the partnership.

A participant has the right to leave a partnership established without specifying a period by declaring his intention at least 6 months in advance; If a partnership is created 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 any of the participants in court by unanimous decision of the remaining participants. The withdrawing participant, as a rule, is paid the value of part of the partnership’s property, corresponding to his share in the share capital. The shares of the participants are inherited and transferred by succession, but the entry of the heir (legal successor) into the partnership is carried out only with the consent of the other participants.

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

A general partnership can be liquidated by decision of its participants, by a court decision in case of violation of legal requirements and in accordance with the bankruptcy procedure. The basis for 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 reduction, this participant has the right to transform the partnership into a business company).

Limited partnership (fellowship of faith) – differs from a full partnership in that, along with general partners, it includes participants-contributors (limited partners), who bear the risk of losses in connection with the activities of the partnership within the limits of the amounts of contributions made by them.

The Civil Code of the Russian Federation prohibits any person from being a general partner in more than one limited or full partnership. The constituent agreement is signed by the general partners and contains all the same information as in the general partnership, as well as data on the total amount of contributions of the limited partners. Limited partners do not have the right to interfere in any way with the actions of their general partners in managing and conducting the affairs of the partnership, although they can act on its behalf by proxy.

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

2. Society.

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

Limited Liability Company (LLC) – this 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 limits of the value of their contributions.

For companies, a minimum amount of property is fixed to guarantee the interests of their creditors. If at the end of the second or any subsequent financial year the value of the LLC’s net assets is lower than the authorized capital, the company is obliged to announce a decrease in the latter; if the specified value becomes less than the minimum specified by law, then the company is subject to liquidation. Thus, the authorized capital forms the lower permissible limit of the company’s net assets, which provide a guarantee for the interests of its creditors.

There may be no constituent agreement at all (if the company has one founder), but the charter is mandatory. The authorized capital of an LLC, consisting of the value of the contributions of its participants, must, according to 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 in at least half, the remaining part must be paid during the first year of the company's activity.

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

Changing 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 balances, distribution of profits and losses;

Election of the audit commission;

Reorganization and liquidation of the company.

An LLC member can sell his or her interest (or a portion thereof) to one or more members. It is also possible to alienate a share or part thereof to third parties, unless this is prohibited by the charter. The participants of this company have a pre-emptive right to purchase (usually 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 purchase a share, and the charter prohibits the sale of it 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 society at any time, regardless of the consent of other participants. At the same time, he is paid the value of a part of the property corresponding to his share in the authorized capital. Shares in the authorized capital of an LLC can be transferred by inheritance or succession.

Reorganization or liquidation of an LLC is carried out either by decision of its participants (unanimous), or by a court decision in case of violation of legal requirements by the company, or due to bankruptcy.

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

Joint stock companies. A joint-stock company is a company whose authorized capital 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 the shares they own.

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

The instrument for ensuring property guarantees in relations with a joint stock company is the authorized capital. It is made up of the nominal value of shares acquired by participants and determines the minimum amount of JSC property that 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 joint-stock company is less than the authorized capital, the latter must be reduced by the appropriate amount. Moreover, if the specified value becomes less than the minimum allowable amount of the authorized capital, such a company is subject to liquidation.

Contributions to the property of a joint-stock company can be money, securities, other things or property rights, or other rights that have a monetary value. Moreover, in cases provided for by law, the assessment of participants’ contributions is subject to independent expert verification. The minimum authorized capital of a JSC is 1000 times the minimum monthly wage (as of the date of submission of constituent documents for registration).

JSCs can only issue registered shares.

A board of directors (supervisory board) is created in a JSC that includes more than 50 participants. In a JSC with a smaller number, 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 highest body of the company in the period between general meetings of shareholders. Its competence includes resolving all issues of the JSC’s activities, except those that fall within the exclusive competence of the general meeting.

3. Production cooperative .

A production cooperative is a voluntary association of citizens on the basis of membership for joint economic activity, based on their personal participation and pooling of property shares.

The property transferred as share contributions becomes the property of the cooperative, and part of it can form indivisible funds - after which 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 must be established by law and the charter.

Among 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 the board or the chairman, or both; if the number of participants is more than 50, a supervisory board can be created to monitor 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. Profits are distributed among its members according to their labor participation in the same way as property in the event of its liquidation, remaining after satisfying the claims of creditors (this procedure can be changed by law and the charter).

A participant in a cooperative can leave it voluntarily at any time; At the same time, the possibility of expelling a participant by decision of the general meeting is provided. The former participant has the right to receive, after approval of the annual balance sheet, the value of his share or the property corresponding to the share. 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 a pre-emptive right to purchase; the organization, in the event of other participants refusing to purchase (with a ban on its sale to third parties), is not obliged to redeem this share itself. Similar to the procedure established for an LLC, the issue of inheriting a share is also resolved. The procedure for foreclosure on a participant's share for his own debts - such recovery is allowed only if there is a shortage of other property of this participant, but it cannot be applied to indivisible funds.

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

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

Cooperatives can carry out entrepreneurial activity only insofar as it serves the purposes for which they were created and is consistent with these purposes.

4.State and municipal unitary enterprises.

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

1) based on the right of economic management (they have greater economic independence, in many ways they act like ordinary commodity producers, and the owner of the property, as a rule, is not responsible 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 liability for their obligations if their property is insufficient.

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

· name of the enterprise indicating the owner (for a state-owned one - indicating that it is state-owned) and location;

· procedure for managing activities, subject and goals of activities;
· size of the authorized capital, 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 times the minimum monthly wage 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 authorized capital, then the authorized body is obliged to reduce the authorized capital, of which the enterprise notifies creditors. A unitary enterprise can create subsidiary unitary enterprises by transferring part of the property to them for economic management.

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

Read our article:

What is meant by the organizational and legal form of a legal entity?

To a person who rarely encounters legal terminology, the expression “organizational and legal form of an enterprise” may seem cumbersome and awkward. This expression, he will think, refers to large enterprises having some special status. But we can talk about an ordinary LLC. So what is it?

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

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

For example, in an LLC or JSC the business is managed by a general meeting of owners. Resolves management issues CEO– within the scope of powers defined in the law and charter. In particular, the meeting must agree to certain transactions. And in a simple partnership, each of the participants in the organization has the right to conduct business, unless otherwise agreed upon during its creation.

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

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

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

Let's look at what organizational and legal forms the law divides organizations into.

What organizational forms are considered non-profit?

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

Organizational and legal forms of commercial enterprises: what is it?

Commercial forms:

1. Economic partnerships. There are both general and faith-based partnerships. They differ in the degree of responsibility of the participants. The form is not too popular.
2. Production cooperatives. This is a voluntary association of citizens based on membership and shares.
3. Business partnerships. Their work is regulated separately. A very rare form.
4. Peasant farming. An enterprise that has such an organizational and legal form is an association of citizens to conduct Agriculture. Based on their personal participation in the business and property contributions.
5. Economic societies. This is the most popular option for commercial organizations. Presented in the form of limited liability companies (LLC) and joint stock companies(AO).

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

What you need to know about LLC

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

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

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

What are the main features of JSC

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

What are the pros and cons of IP

The main advantages of individual entrepreneur status:

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

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

How to choose an enterprise form for your business

Before choosing a legal form for your enterprise, the manager must answer the following questions:

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

When it comes to the most common types of business, entrepreneurs most often choose between individual entrepreneur and LLC status:

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

The type of business organization you choose depends on:

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

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

Types of legal entities

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

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

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

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

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

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

Organizational and legal forms of legal entities

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

OPF Legal Entity

Institutions

• Participation in business development (reserve or targeted).
• Implementation of charity or social programs(non-profit).
• Investment programs.

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

OOO

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

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

Religious associations

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

Producer cooperatives

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

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

General partnerships

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

Partnerships of faith

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

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

Companies with additional liability

In this case, the liability of the company's participants, compared to an LLC, increases and extends to:

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

Although such harsh measures are attractive to investors.

Non-public joint stock companies

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

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

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

The main criterion for the classification of legal entities is the main purpose of their activities, according to which they are divided into commercial and non-profit organizations.

Commercial organizations. Business partnerships and companies are commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Partnerships are primarily associations of individuals, and societies are associations of capital. Partnerships include a general partnership and a limited partnership; companies include a limited liability company, an additional liability company and a joint stock company.

Full partnership a partnership is recognized, the participants of which (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 the property belonging to them (Article 69 of the Civil Code).

Full comrades can be individual entrepreneur or commercial organization, and they cannot become participants in another general partnership or limited partnership. Conducting the affairs of a general partnership is carried out by all its participants, that is, each general partner can enter into transactions on behalf of the general partnership, unless the constituent agreement provides for a different procedure for conducting business - by one or more participants or by common agreement.

The constituent document is the memorandum of association. The business name of a general partnership must contain either the names (titles) of all its participants and the words “general partnership”, or the name (title) of one or more participants with the addition of the words “and company” and the words “general partnership”.

Limited partnership (limited partnership)- this is a partnership in which, along with participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners), there are one or more participants - investors (limited partners) who bear the risk of losses associated with the activities of the partnership, in within the limits of the amounts of contributions made by them and do not take part in the partnership’s business activities (Article 82 of the Civil Code). Otherwise, the legal status of the limited partnership is identical legal status full partnership.

Limited Liability Company (LLC)- is a company established by one or several persons, the authorized capital of which is divided into shares determined by the constituent documents of the size. Participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the contributions they made (Article 87 of the Civil Code, Article 2 of the Federal Law “On Limited Liability Companies”).

The highest governing body is the general meeting of participants, which elects executive bodies societies (collegial or individual). The number of participants in a limited liability company should not exceed fifty. The constituent documents of a limited liability company are the constituent agreement and the charter. The corporate name of a limited liability company must contain the name of the company and the words “limited liability”.

Additional liability company(ALC) is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents; Participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company (Article 95 of the Civil Code). With the exception of the provision on subsidiary liability of its participants, the legal status of limited and additional liability companies is identical.

Joint-Stock Company(JSC) is a company whose authorized capital is divided into a certain number of shares; Participants in 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 the shares they own (Article 96 of the Civil Code, Article 2 of the Federal Law “On Joint Stock Companies”).

The constituent document of a joint stock company is the charter. The highest management body is the general meeting of shareholders, which elects the board of directors (supervisory board), which is the supervisory body, and executive bodies (collegial or individual). The corporate name of a joint-stock company must contain its name and an indication that the company is a joint-stock company, as well as an indication of its type. Joint-stock companies are divided into two types: open joint-stock companies (OJSC) and closed joint-stock companies (CJSC).

public corporation has the right to make an open subscription for shares issued by it, its shareholders have the right to alienate shares owned by them without the consent of other shareholders. The maximum number of shareholders of an open joint stock company is not limited. Every year it is obliged to publish for public information an annual report, balance sheet, profit and loss account, as well as other information. The size of the authorized capital of an open joint-stock company must be at least a thousand times the minimum wage.

Closed joint stock company distributes shares exclusively among the founders or among a predetermined circle of persons. Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company.

The maximum number of shareholders of a closed joint stock company should not exceed fifty. A closed joint stock company may be required to publish data on its activities in cases established by the federal executive body regulating the securities market. The size of the authorized capital of a closed joint stock company must be at least one hundred times the minimum wage.

Production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor and other participation and the association of property share contributions by its members (participants) (Article 107 of the Civil Code, Article 1 of the Federal Law “On Production Cooperatives” "). A production cooperative is a special organizational and legal form of commercial organizations.

Participants production cooperative There may also be legal entities that combine their share contributions, if this is provided for by its charter. The number of members of a production cooperative must be at least five, and the number of cooperative members who do not take personal labor participation in its activities cannot exceed twenty-five percent of the number of cooperative members who take personal labor participation in its activities.

The highest governing body of a production cooperative is the general meeting of its members, which elects the supervisory board (if the number of members of the cooperative exceeds fifty) and executive bodies (collegial or individual). The corporate name of a cooperative must contain its name and the words “production cooperative” or “artel”.

State and municipal unitary enterprises. A unitary enterprise is a commercial organization that is not vested with the right of ownership to the property assigned to it by the owner. The owner of the property is the state or municipality, and this property is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. Unitary enterprises have property assigned to them with the right of economic management or operational management.

Non-profit organizations

Consumer cooperatives- organizations whose members have pooled their property shares to satisfy their material and other needs. To the number consumer cooperatives include housing construction, garage, dacha and other cooperatives.

Public and religious organizations- voluntary associations of citizens united on the basis of their common interests to satisfy spiritual or other non-material needs. Religious organizations differ in that they were created for the joint confession and spread of faith and have the following characteristics: the presence of a religion; performance of divine services, other religious rites and ceremonies; teaching religion and religious education of its followers.

Fund- a non-profit 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 publicly beneficial goals. Liquidation of the fund is possible only through judicial procedure.

Establishment- an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature and financed by him in whole or in part. The institution has property under the right of operational management.

Associations (unions)- associations of commercial or non-profit organizations to coordinate their activities, represent and protect their interests.

Public entities (state and municipalities)

Public entities in civil law are understood as political structures of society that have public power and participate in civil legal relations, such as: Russian Federation, subjects Russian Federation and municipalities. Public entities act in civil legal relations on an equal basis with other participants in these relations - citizens and legal entities and do not have the right to use their power, since when participating in civil legal relations they are equal in their legal status to private individuals.

Civil legislation extends the rules governing the participation of legal entities in civil legal relations to public entities, unless otherwise follows from the law or the characteristics of these entities. Legal capacity and legal capacity are considered inherent in public entities by virtue of their status. On behalf of the Russian Federation and the constituent entities of the Russian Federation in civil legal relations, public authorities act within the framework of their competence established by acts defining the status of these bodies. Local self-government bodies act on behalf of municipalities in civil legal relations within the framework of their competence established by acts defining the status of these bodies.

Public entities are liable for their obligations with property owned by them, except for property assigned to legal entities created by them on the basis of economic management or operational management (the so-called distributed property), as well as property that can only be in state or municipal ownership.

Public entities are not liable for each other’s obligations, as well as for the obligations of the legal entities created by them. The exception is cases when the obligation of property liability is expressly stated in the law, as well as cases where a public entity accepts a guarantee (guarantee) for the obligations of another public entity or legal entity.

An enterprise is an independently operating entity created (established) in accordance with current legislation to produce products, perform work or provide services in order to meet public needs and make a profit.

After state registration the enterprise is recognized as a legal entity and can participate in economic turnover. It has the following characteristics:

• the enterprise must have separate property in its ownership, economic management or operational management;
• the enterprise is liable with its property for the obligations that arise in its relations with creditors, including to the budget;
• the enterprise acts in economic transactions on its own behalf and has the right to enter into all types of civil contracts with legal entities and individuals;
• the enterprise has the right to be a plaintiff and defendant in court;
• the enterprise must have an independent balance sheet and promptly submit reports established by government agencies;
• the enterprise must have its own name containing an indication of its organizational and legal form.

Enterprises can be classified according to many criteria:

• by appointment finished products enterprises are divided into those producing means of production and those producing consumer goods;
• on the basis of technological commonality, an enterprise with continuous and discrete production processes is distinguished;
• Based on size, enterprises are divided into large, medium and small;
• Based on specialization and scale of production of similar products, enterprises are divided into specialized, diversified and combined.
• by type production process enterprises are divided into enterprises with a single type of production, serial, mass, experimental.
• according to the characteristics of activity they distinguish industrial enterprises, trade, transport and others.
• According to the form of ownership, a distinction is made between private enterprises, collective enterprises, state enterprises, municipal enterprises and joint enterprises (enterprises with foreign investment).

Organizational forms of enterprises

In accordance with civil code In the Russian Federation, the following organizational forms of commercial enterprises can be created: business partnerships and societies, production cooperatives, state and municipal unitary enterprises.

Business partnerships and societies:

• general partnership;
• limited partnership (limited partnership);
• limited liability company,
• additional liability company;
• joint stock company (open and closed).

Full partnership. Its participants, in accordance with the agreement concluded between them, are engaged in entrepreneurial activity and are liable for its obligations with the property belonging to them, i.e. Unlimited liability applies to the participants of the general partnership. A participant in a general partnership who is not its founder is liable on an equal basis with other participants for obligations that arose before his entry into the partnership. A participant who has left the partnership is liable for the obligations of the partnership that arose before the moment of his withdrawal, equally with the remaining participants, for two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

Partnership of faith. It is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for the circumstances of the partnership with their property, there are participant-investors (commandists) who bear the risk of losses within the limits of their contributions and do not take part in the implementation of the partnership’s entrepreneurial activity. activities.

Limited Liability Company. This is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. Participants in a limited liability company bear the risk of losses associated with the activities of the company to the extent of the value of their contributions.

Company with additional liability. A special feature of such a company is that its participants bear subsidiary liability for the company’s obligations in the same multiple of the value of their contributions. All other provisions of the Civil Code of the Russian Federation on limited liability companies can be applied to a company with additional liability.

Joint-Stock Company. It is recognized as a company whose authorized capital is divided into a certain number of shares. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own. A joint stock company, the participants of which can freely sell their shares without the consent of other shareholders, is recognized as an open joint stock company. Such a company has the right to conduct an open subscription for the shares they issue and their free sale under the conditions established by law. A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized as a closed joint stock company. Such a company does not have the right to conduct an open subscription for shares issued by it.

Features of the functioning of joint stock companies are as follows:

• they use effective method mobilization of financial resources;
• dispersion of risk, because each shareholder risks losing only the money he spent on purchasing shares;
• participation of shareholders in the management of the company;
• shareholders' right to receive income (dividend);
• additional opportunities for staff incentives.

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

State and municipal unitary enterprises. A unitary enterprise is a commercial organization that is not vested with the right of ownership of the property assigned to the owner. The property of a unitary enterprise is indivisible and cannot be distributed by contribution (shares, shares). Including between employees of the enterprise. Only state and municipal enterprises can be created in the form of unitary enterprises.

Unitary enterprises are divided into two categories:

• unitary enterprises based on the right of economic management;
• unitary enterprises based on the right of operational management.

The right of economic management is the right of an enterprise to own, use and dispose of the owner’s property within the limits established by law or other legal acts.

The right of operational management is the right of an enterprise to own, use and dispose of the owner’s property assigned to it within the limits established by law, in accordance with the goals of its activities, the owner’s tasks and the purpose of the property.

The right of economic management is broader than the right of operational management, i.e. An enterprise operating on the basis of the right of economic management has greater independence in management. Enterprises can create various associations.

The procedure for creating and liquidating enterprises

Newly created enterprises are subject to state registration. From the moment of state registration, the enterprise is considered created and acquires the status of a legal entity. For state registration of an enterprise, the founders present the following documents:

• application for registration of an enterprise, drawn up in any form and signed
• founders of the enterprise;
• constituent agreement on the establishment of an enterprise;
• the charter of the enterprise approved by the founders;
• documents confirming the deposit of at least 50% of the authorized capital of the enterprise into the account;
• certificate of payment of state duty;
• a document confirming the agreement of the antimonopoly authority to create an enterprise.

The constituent agreement must contain the following information: the name of the enterprise, its location, the procedure for managing its activities, information about the founders, the size of the authorized capital, the share of each founder in the authorized capital, the procedure and method for making contributions by the founders to the authorized capital.

The charter of the enterprise must also contain information: the organizational and legal form of the enterprise, name, location, size of the authorized capital, composition and procedure for distribution of profits, formation of enterprise funds, procedure and conditions for the reorganization and liquidation of the enterprise.

For certain organizational and legal forms of enterprises, the constituent documents (constituent agreement and charter), in addition to those listed, contain other information.

State registration is carried out within three days from the date of submission necessary documents, or within thirty calendar days from the date postal item specified in the receipt for payment of the constituent documents. State registration of an enterprise may be refused if the submitted documents do not comply with the law. The decision to refuse state registration can be appealed in court.

Termination of an enterprise's activities can be carried out in the following cases:

• by decision of the founders;
• due to the expiration of the period for which the enterprise was created;
• in connection with the achievement of the purpose for which the enterprise was created;
• if the court invalidates the registration of an enterprise due to violations of the law or other legal acts committed during its creation, if these violations are irreparable;
• by a court decision, in case of carrying out activities without proper permission (license) or activities prohibited by law, or with repeated or gross violation law or other legal acts;
• in the event that an enterprise is declared insolvent (bankrupt) if it is unable to satisfy the claims of creditors.

An important point when creating and liquidating enterprises is also to inform the Federal Tax Service at the place of registration of the enterprise, as well as providing the tax service with information about the opening or closing of a current account. Interaction with the Federal Tax Service is generally mandatory at any stage of business and you should not forget about it, because There are fines for failure to provide certain information and reports.