As an organizational legal form. Organizational legal forms of commercial organizations: types, characteristics. What to choose

30.03.2020

In the modern world, people enter into a variety of relationships. They interact both directly and through various groups. In the latter case, people are united by a common interest, purpose, and tasks. Groups can be formalized or non-formalized. The latter do not imply any official registration of activity.

Formalized groups receive the status of a legal entity, branch, representative office. Their activities are regulated by the Civil Code. Let's take a look at what are forms legal entities in Russia.

Definition

It is given in Article 48 of the Civil Code. As the norm indicates, a legal entity is an association that has certain separate property in economic management, ownership, operational management, with which it is responsible for the obligations assumed, capable of receiving and exercising property and non-property rights on its own behalf, acting as a defendant / plaintiff in court, bear the responsibilities. This formulation presents the main criteria that a formalized society must meet.

Characteristics

Any types and forms of legal entities must meet the criteria established by Article 48 of the Civil Code. These include:

Separate property. As stated in the norm, material assets can be in operational management, ownership or economic management. Property must be accounted for on a separate balance sheet.
Sharing of responsibility. Participants are not liable for the obligations of the company, and it, in turn, for their debts. Exceptions can only be established by law.
Participation on your own behalf in civil law relations. These include, among other things, the acquisition and implementation of non-property and property rights, the fulfillment of obligations stipulated by law.
The ability to protect interests by legal means. This feature indicates the company's right to be a plaintiff or a defendant.
The presence of a document confirming the official registration. It acts as a certificate of the established form.

Classification

The criteria for dividing associations into categories are:

The purpose of the activity. It may consist in making a profit, for example. Legislation allows the formation of associations for other purposes not related to entrepreneurship.
Organizational and legal form of a legal entity. This established by law permitted types of enterprises.
The nature of the relationship between the association and its members. In this case, the presence / absence of the founders' ownership of the contributions they make to the property of the company matters.

Target

Depending on the result that the subjects want to achieve, associations can be commercial or non-commercial. The activities of the latter are not related to entrepreneurship. At the same time, they can make a profit, but it is not subject to division between the participants. Accordingly, the purpose for which they are created is related to generating income. In the legal sense, the difference between these associations is only in the order of distribution of profits. Commercial legal entities are required to share the income received between the participants. The order in accordance with which the distribution of funds takes place is established by the accounting policy.

Forms of legal entities (commercial organizations)

The legislation provides for two main groups of associations:

Society. They are formed by pooling capital.
Partnerships. These businesses are created by bringing people together.
unitary enterprises.
Cooperatives.

Each group also provides for the division of enterprises. The criterion is organizational and legal form of a legal entity. This separation provides an opportunity to most effectively control the activities of economic entities in the market.

General partnership

This group provides for two. The first includes a full partnership. It recognizes such an association, the participants of which, according to the constituent agreement, conduct entrepreneurial activities on its behalf and are liable with their property for its obligations. The corresponding definition is disclosed in Article 69 of the Civil Code. There are several features that this organizational and legal form of a legal entity. This:

Another company or individual entrepreneur can act as full partners. At the same time, they are not entitled to become participants in another similar association or limited partnership.
The agreement acts as a founding document.
The corporate name must include the names (names) of all participants and the phrase "general partnership". Some names are allowed, to which the words "and company" are added. In this case, the phrase "full partnership" must be present.
The affairs of the enterprise are conducted by the participants themselves. This means that each general partner has the right to make transactions on behalf of the association. The memorandum of association may provide for a different procedure.

Faith partnership

It is also called "commandite". For this f forms of legal entities the following features are typical. Along with the main participants who conduct entrepreneurial activities on behalf of the association and are liable for the obligations of the enterprise with their property, there is one more (or several) contributors in the composition. They are called teammates. These depositors bear the risks of losses that may occur in the course of the enterprise's activities, within the limits of the amounts they have contributed. Limited partners do not participate in the work of the partnership. In other aspects legal status this one is identical to the status of a general partnership.

OOO

Legislation also provides for such as society. One of them is LLC. This is characterized by the following features:

An association is established by one or more entities.
When created, the authorized capital is formed. It is divided into shares. Their value is determined by the constituent documents.
Members are not liable for the obligations of the association. However, they bear the risk of financial losses associated with the operation of the enterprise, as part of the value of their contributions.
The number of participants must not exceed 50.

The constituent documents are the charter and the contract. The corporate name of the association must contain an indication of the organizational and legal form.

ODO

This one has some specifics. An ALC is created in the same way as an LLC - by one or more entities. In the first case, however, the participants bear subsidiary liability for the obligations of the association jointly and severally with their property in an amount that is a multiple of the value of the contributions. Otherwise, the legal status of an ALC is identical to the status of an LLC.

JSC

This is an association in which the authorized capital is divided into a certain number of shares. Participants are not liable for the obligations assumed by the company, however, they bear the risk of losses from the activities of the enterprise within the value of their securities. There is only one founding document in JSC - the charter.

JSC types

A joint stock company may be open or closed. The first has the right to carry out a public subscription to the papers that it issues. Participants, in turn, may alienate their shares without obtaining the consent of the other shareholders. JSC is obliged to annually publish a report, profit and loss account, balance sheet and other information. This information should be freely available. The maximum number of participants in an OJSC is not limited by law. CJSC has the right to distribute shares only among the founders or entities, the circle of which is determined in advance. Participants have a pre-emptive right to purchase securities of other founders.

Production cooperative

It is an association of citizens on a voluntary basis and on the basis of membership. The purpose of creating a cooperative is a joint production or other economic activity. In its implementation, the members of the cooperative personally participate in the labor or other process. When creating a cooperative, property contributions (shares) are combined. Legal entities can also act as participants, if the relevant right is enshrined in the charter of the production association. The number of cooperative members must not be less than 5. At the same time, the number of persons not participating in production or other economic activity, cannot exceed 25% of those performing labor duties.

Unitary enterprises

Another criterion for separating associations is form of ownership of a legal entity. The private companies have been discussed above. In practice, unitary enterprises are quite common. They can be state or municipal. This form of ownership of a legal entity assumes that the property that the association uses does not belong to it. The enterprise does not have the right to dispose of the objects, distribute it according to deposits, shares, shares, including among employees. The municipality or the state acts as the owner. The property is transferred to the enterprise for operational management or economic management.

Bodies of forms of legal entities

In an LLC, the general meeting acts as the highest management structure. It resolves all issues related to the activities of the association. The competence of the meeting includes the election of a collegial or sole executive body. In AO, all issues are also decided by the meeting. It elects a board of directors, which acts as a supervisory structure. In addition, the joint-stock company also has executive bodies (sole or collegiate). IN production cooperative the governing structure is the assembly of members. It elects a supervisory board (if the number of participants is more than 50), as well as executive bodies.

Other categories

Non-commercial legal entities include consumer cooperatives. They are created by citizens who have combined share contributions to realize their property and other interests. Consumer cooperatives are housing-construction, garage, dacha and other cooperatives. Another form non-commercial entities are religious and social organizations. They are created voluntarily by citizens. Individuals are united by common interests, spiritual or other non-material needs. Religious organizations are formed for joint confession, the spread of faith. Their members conduct a variety of ceremonies, training sessions. Another form of legal entity is a fund. It is not created on the basis of membership. The fund is established by legal entities or citizens who invest their money.

The association is created for the implementation of cultural, charitable, social, educational and other socially useful tasks. The only way to liquidate a fund is through the courts. Institutions are called legal entities formed by the owner to carry out functions of a non-commercial nature. They are financed by him in whole or in part. The property is transferred to the institution for operational management. Unions/associations are associations of non-profit or commercial legal entities. They ensure the coordination of the activities of enterprises and the protection of their interests. Thus, knowing General characteristics associations, the founders can choose, what form of legal entity suits them.

Legal requirements

As a prerequisite for the implementation of the activities of an association of any type is registration of a legal entity. The form statements is unified. The completed form P11001 is submitted to the authorized authority. Before carrying out the procedure, the association must prepare:

Charter.
Establishment agreement (if there are more than 2 founders).
Meeting minutes or decision.
Receipt for payment of the fee.

In addition, it is necessary to select OKVED codes, as well as a taxation system.

Nuances

For an LLC since 2009, the foundation agreement must contain information about:

Nominal value and amount of shares in the capital.
Date of payment of contributions by participants.

Previously, this information had to be present in the charter. She is currently excluded from it. If the legal entity intends to use the simplified tax system, then two copies of the relevant application can be attached to the set of documents (f. 1150001).

Possible difficulties in practice

In some cases, in the course of the activities of the association, it may be necessary to reorganize it. This concept is revealed in Article 57 of the Civil Code. The norm states that the reorganization can be carried out by merging, transforming, joining, separating, separating. In this case, when any of these procedures is carried out, a new association is formed. Reorganization can be carried out on the basis of the decision of the participants or the authorized body of the legal entity. Of particular interest in practice is the transformation. As Article 58 of the Code points out (clause 5), changing the form of a legal entity presupposes the preservation of the obligations and rights of the reorganized association in relation to other entities, except for participants. According to the 66th norm of the Civil Code (clause 3), which was in force before the entry into force of Federal Law No. 99, business companies can be formed as JSC, LLC, ALC. A joint-stock enterprise, in turn, can be transformed exclusively into a production cooperative or LLC. Accordingly, these changes in the form of the legal entity will be recognized as a reorganization. If JSC or PAO is used in the name instead of the abbreviation OJSC, the enterprise remains a joint-stock company. These changes in the name do not affect its organizational form. Accordingly, they are not recognized as a reorganization.

Additionally

It should be noted that any changes must be documenting. Legislation prescribes holding meetings and making official decisions. The documents approved by the participants are submitted to the registration authority. Based on the decision, adjustments are made to the charter and other local documents. Information about all changes must be present in the registry.

Public formations

The current legislation extends the rules governing the participation of legal entities in civil relations to another category of associations. They are public entities. For their obligations, they are responsible with their own property, except for the objects assigned to the legal entities they created on the basis of operational management / households. management, as well as material assets that can be exclusively in municipal or state property. Public entities are not liable for each other's debts. It is not provided for the obligations of legal entities created by them. Exceptions are cases that are directly established by law. Liability is also provided for in situations where a public entity provides guarantees (acts as a guarantor) of another such association or legal entity. Capacity and legal capacity act as integral features of these institutions in view of their status.

An enterprise is an independent economic entity created (established) in accordance with the current legislation for the production of products, performance of work or provision of 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 features:

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 circulation on its own behalf and has the right to conclude all types of civil law contracts with legal entities and individuals;
the company has the right to be a plaintiff and a defendant in court;
the enterprise must have an independent balance sheet and submit reports established by state bodies in a timely manner;
the enterprise must have its own name, containing an indication of its organizational and legal form.

Enterprises can be classified in many ways:

by appointment finished products enterprises are divided into producing means of production and producing consumer goods;
on the basis of technological commonality, an enterprise with continuous and discrete production processes is distinguished;
according to the size of the enterprise are divided into large, medium and small;
According to the specialization and scale of production of the same type of 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 signs of activity are distinguished industrial enterprises, trade, transport and others.
according to the forms of ownership, private enterprises, collective, state, municipal and joint enterprises (enterprises with foreign investments) are distinguished.

Organizational forms of enterprises

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

Business partnerships and companies:

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 their property, i.e. unlimited liability applies to the participants of a general partnership. A participant in a full partnership that is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. A participant who has left the partnership shall be liable for the obligations of the partnership that arose before the moment of his withdrawal, on an equal footing with the remaining participants within 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.

Faith partnership. 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 participants-contributors (limited partners) who bear the risk of losses within the limits of their contributions and do not take part in the implementation of entrepreneurial activities by the partnership. activities.

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

Society with additional liability. A feature of such a company is that its participants bear subsidiary liability for the obligations of the company in the same multiple for all of the value of their contributions. All other norms of the Civil Code of the Russian Federation on a limited liability company may be applied to an additional liability company.

Joint-Stock Company. It is recognized as a company whose authorized capital is divided into a certain number of shares. Members of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. A joint stock company whose members 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 on the terms established by law. A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons is recognized as a closed joint stock company. Such a company is not entitled to conduct an open subscription for shares issued by it.

Features of the functioning of joint-stock companies is as follows:

they use effective method mobilization of financial resources;
dispersed risk, tk. each shareholder risks losing only the money that he spent on the acquisition of shares;
participation of shareholders in the management of the company;
the right of shareholders to receive income (dividend);
additional incentives for staff.

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

State and municipal unitary enterprises. A unitary enterprise is a commercial organization that is not endowed 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 property of the owner assigned to it within the limits established by law, in accordance with the goals of its activities, the tasks of the owner and the purpose of the property.

The procedure for the creation and liquidation of enterprises

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

an application for registration of an enterprise, drawn up in any form and signed
founders of the enterprise;
founding agreement on the establishment of the 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 the state fee;
a document confirming the agreement of the antimonopoly authority to establish an enterprise.

The foundation 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 legal form of the enterprise, the name, location, size of the authorized capital, the composition and procedure for distributing profits, the formation of enterprise funds, the procedure and conditions for the reorganization and liquidation of the enterprise.

For individual 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 of the necessary documents, or within thirty calendar days from the date of postal item indicated in the receipt of payment of constituent documents. Denial of state registration of an enterprise may be made if the submitted documents do not comply with the law. The decision to refuse state registration may be appealed in court.

Termination of the activity of the enterprise can be carried out in the following cases:

by decision of the founders;
in connection with 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;
in the event that the court recognizes the registration of the enterprise as invalid, in connection with the violations of the law or other legal acts committed during its creation, if these violations are of an irremediable nature;
by a court decision, in the event of carrying out activities without a proper permit (license) or activities prohibited by law, or with repeated or gross violation of the law or other legal acts;
in case of recognition of the enterprise as insolvent (bankrupt), if it is unable to satisfy the claims of creditors.

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

Non-Profit Organizations are created for other purposes and do not pursue profit as the main goal of their activities. Such goals, as a rule, include: social, cultural, educational, spiritual, charitable and other types of goals. Non-profit organizations have the right to engage in entrepreneurial activities only if this activity is aimed at achieving the goals of the organization.

Properties of business partnerships and companies

Business partnerships and companies are corporate commercial organizations with the authorized (reserve) capital divided into shares (contributions) of the founders (participants). The property created at the expense of the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activity, belongs to the business partnership or company by the right of ownership. As a rule, the scope of rights and responsibilities of the organization's participants is determined in proportion to their shares in the authorized capital.

In addition to the general features presented above, there are fundamental differences between business partnerships and companies.

Member Responsibility . The participants in the partnership are liable for its debts with all their property, which may be levied. The participants of the company are not liable for the debts of the company and are liable for its obligations within the limits of their shares.

List of participants . Only individual entrepreneurs or commercial organizations can become members of the partnership. Members of a business partnership can be both organizations and individuals.

Change of membership . In economic societies, this is much easier. Any participant can leave the company or sell his share, while the company continues to function.

To withdraw from the partnership, it is required to declare this at least 6 months before the withdrawal. In case of withdrawal, the participant is paid the value of his share in the property of the partnership, unless otherwise provided by the constituent agreement. Upon withdrawal of any of the participants, the partnership ceases to operate, unless otherwise provided by the founding agreement or agreement of the remaining participants.

Organization of activities . The partnership is run by the members themselves. The organization of the company's activities is carried out through its management bodies. For a company, the main constituent document is the charter, for a partnership it is an agreement.

Types of business partnerships

The types of business partnerships include: general partnership and limited partnership.

General partnership- a partnership, 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 the obligations of the organization with their property.

Please note that a participant in a general partnership that is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. A participant who has left the partnership shall be liable for the obligations of the partnership that arose before the moment of his withdrawal, on an equal footing with the remaining participants within 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.

A general partnership requires a minimum of two members, each of whom can only be a member of one partnership. Profit allocated to dividends is distributed among general partners in proportion to their shares in the share capital.

We can safely say that participation in a general partnership implies too high a responsibility for its participants. Any wrong decision threatens with serious consequences, even if you have already left the composition of its participants.

Faith partnership(limited partnership) - a partnership in which, along with participants carrying out entrepreneurial activities on behalf of the partnership and 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 activity partnerships, within the limits of the amounts of contributions made by them and do not take part in the implementation of entrepreneurial activities by the partnership.

As we noted earlier, only individual entrepreneurs or commercial organizations can be general partners. While both legal entities and citizens can act as contributors. A limited partnership requires at least one general partner and one contributor, with no maximum limit.

Profit allocated to dividends is distributed among general partners and investors in proportion to their shares in the share capital. First of all, dividends are paid to depositors, however, the amount of dividend per unit of contribution for general partners cannot be higher than for depositors.

Thus, business partnerships can attract a significant amount of capital, since the composition of its participants is unlimited. The joint and several subsidiary liability of its participants is an advantage for creditors, but creates high risks of doing business. The management of a general or limited partnership requires high level trust and agreement on major issues, otherwise the management of the organization will be difficult.

Currently, business partnerships are used extremely rarely. The principles of creation and management of business partnerships are described in the Civil Code of the Russian Federation, Articles 66-86.

Types of business companies

Economic companies are one of the main forms of business organization in Russia. These include: a limited liability company, an additional liability company and a joint stock company.

Limited Liability Company(LLC) - a legal entity established by one or more persons, the authorized capital of which is divided into certain shares (the amount of which is established by the constituent documents). Members of an LLC bear the risk of loss only to the extent of the value of their contributions.

In practice, LLC is the most popular form of business organization in Russia, largely because it avoids the main disadvantages of partnerships. First, the liability for the obligations of the organization is limited by the size of its authorized capital. Secondly, the process of leaving society is easier. At the same time, the former participant may not only sell his share, but also demand payment of the value of a part of the property corresponding to his share in the authorized capital, if this is provided for by the charter. Accordingly, if the value of the property of the LLC has increased, then the participant leaving it will receive not only his initial contribution, but also an increased share in the property.

In addition, an LLC is characterized by the fact that operational management in a company (unlike partnerships) is transferred to an executive body, which is appointed by the founders either from their own number or from among other persons. Members of the company retain the rights to strategic management society. These measures reduce differences of opinion in the management of the organization.

Limited Liability Companies Federal Law No. 14 and Articles 87-94 of the Civil Code of the Russian Federation are regulated. In one of the previous articles, we examined one of the forms of business management without forming a legal entity. In our opinion, an individual entrepreneur, along with an LLC, is one of the best forms for starting a business.

Additional Liability Company(ODO) - a company whose authorized capital is divided into shares determined by the constituent documents. ALC participants 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. For example, the authorized capital of an ALC is 50 thousand rubles. The charter determines that the company bears an additional five-fold liability. This means that if the property of the company is insufficient, creditors can receive up to 250 thousand rubles from participants.

In practice, an additional liability company was rarely met, therefore, in 2014 they were abolished. Previously created ALCs are subject to the provisions of the Civil Code governing the activities of LLCs, with the exception of liability for obligations.

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

It should be noted that previously joint-stock companies were usually divided into open and closed. However, since 2014, new designations have been introduced: public joint stock company(PJSC) and non-public joint-stock company(AO).

A public joint-stock company is a joint-stock company whose shares can be freely traded on the market. A non-public JSC is a joint-stock company whose shares are distributed only among the founders or a predetermined circle of persons. In addition to the above, there are several other differences between PAO and JSC.

Authorized capital . The minimum authorized capital for a PJSC is higher than for a JSC and amounts to 100 thousand rubles. For a non-public company, its size is 10 thousand rubles.
Acquisition of shares by shareholders . Shareholders of a joint-stock company are provided with the right of pre-emption to buy shares of the company from other shareholders. PJSC shareholders acquire new shares on a general basis.
Publication of statements . A public joint stock company is obliged to publish annual reports on the official resources of the company. The correctness of the reporting is checked by audit companies. This requirement is necessary for investors to understand the financial condition of the business. A non-public joint-stock company, as a rule, may not disclose its own financial statements.

The activity of joint-stock companies is one of the most strictly regulated by law. Among the main laws, articles 96-104 of the Civil Code of the Russian Federation, as well as Federal Law No. 208 "On Joint Stock Companies" can be distinguished. In one of the following articles, we will compare joint-stock companies and limited liability companies in more detail.

So, we see that business companies provide entrepreneurs with a wider range of opportunities not only in raising funds, but also in managing the company. Joint-stock companies and limited liability companies allow founders and investors to limit their losses in case of problems with the company, while still providing ample opportunities to generate income.

Production cooperatives and unitary enterprises

Production cooperative(artel) - a voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and association by its members of property share contributions. The charter of a production cooperative may also provide for the participation of legal entities in its activities. The minimum number of members to form a cooperative is five.

Members of a production cooperative bear subsidiary responsibility and are divided into those who take and those who do not take personal labor participation in the activities of the PC. The profit of the cooperative is distributed among its members in accordance with their labor participation and contributions to the share fund of the cooperative. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors are distributed in the same manner.

The minimum size of the share fund of a production cooperative is not established by law. However, at least 10% of their share contributions, members of the cooperative are required to pay before the state registration of the cooperative, and the rest - within one year from the date of registration. Contributions to a mutual fund may be made in cash, securities, other property, intangible assets.

One of the main advantages of production cooperatives is tax optimization: you can switch from a general to a simplified taxation system with any number of PC members, as well as reduce the amount of insurance premiums paid and increase salaries for employees. Other advantages are: an unlimited number of members, equal rights in management, etc.

But there are also disadvantages, among them: the subsidiary liability of PC members, the pooling of labor contributions, not capital, which can create problems in determining the real contribution of each participant, especially for a complex commercial structure.

Issues of the legal status and features of the PC are regulated by Article 106 of the Civil Code of the Russian Federation, as well as federal law No. 41-FZ “On production cooperatives”.

unitary enterprise- a commercial organization that is not endowed 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 among the employees of the enterprise. In the form of unitary enterprises, only state and municipal enterprises can be created that are liable for their obligations with all their property, but are not liable for the obligations of the owner of his property.

State (state) enterprise - 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 Russian Federation.

municipal enterprise - 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.

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

The right of economic management is wider 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. The legal status of unitary enterprises is determined by Articles 113-114 of the Civil Code of the Russian Federation and Federal Law No. 161-FZ “On State and Municipal Unitary Enterprises”.

This concludes our review of forms. commercial organizations in Russia. Next, let's talk about non-profit organizations and doing business without forming a legal entity.

Non-Profit Organizations

As mentioned earlier, non-profit organizations, firstly, do not pursue profit as the main goal of their activities. And, secondly, they do not distribute the profit (if it was nevertheless received) between the participants. In Russia, there are quite a few different forms of NGOs, let's consider the main ones.

consumer cooperative- 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 combining property share contributions by its members. Provides two 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).

Fund- 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).

institution- 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. This is the only type of non-profit organizations that have property on the basis of the right of operational management.

Association (union)- a voluntary association of legal entities established in order to coordinate business activities and protect their property interests. Association members retain their independence and have the right to join other associations.

There are other types public organizations: public and charity organisations, non-profit partnerships, religious organizations, etc. All these organizations are created either to achieve "lofty" goals, or to protect and coordinate the activities of citizens and organizations.

A complete list of non-profit organizations is presented in Art. 123 of the Civil Code of the Russian Federation.

Business without formation of a legal entity

There are two types of entrepreneurial activity without forming a legal entity: individual entrepreneurs and simple partnerships.

Individual entrepreneur(IP) - individual, registered in the manner prescribed by law and carrying out entrepreneurial activities without forming a legal entity, while having many of the rights of legal entities. IP has a lot of advantages, especially for start-up entrepreneurs: the procedure for registering an IP is faster and easier, simplified reporting is possible, liability and fines are much lower, and much more. We discussed the pros and cons of IP in more detail in previous articles.

simple partnership is a form of activity carried out by persons who undertake to act jointly without creating a legal entity in order to achieve a specific goal that does not contradict the law. Only commercial companies and individual entrepreneurs can be parties to a partnership.

In order to carry out joint activities, partners make contributions in the form of: property, property rights, Money, valuable papers; skills, knowledge, business connections, business reputation, etc. The amount and type of contribution made by each comrade is determined by the specific goals of joint activities, the capabilities of each of the comrades and their agreements among themselves.

A simple partnership, for all the complexity of its application, is a unique tool that allows not only to unite several companies with the goal of achieving a joint result, but also to have a fairly flexible approach to regulation tax implications activities of each partner. This type of organizational and legal form is regulated by Chapter 55 of the Civil Code of the Russian Federation.

Thus, we have considered all organizational and legal forms enterprises in Russia. They differ in the goals of creation, responsibility for obligations, opportunities for attracting investments, etc. Below is a summary table for all types of organizations in Russia. And in one of the following articles we will talk about foreign forms of doing business.

Table of organizational and legal forms of enterprises

Useful resources:

Introduction

2.3. Joint stock companies

Conclusion

List of sources used

Introduction

The relevance of the research topic is due to the fact that entrepreneurship is carried out in certain organizational and legal forms. Which of the forms to choose depends on many factors: the environment of activity, the financial capabilities of economic entities, the comparative advantages of one form or another.

Organization, production and exchange of goods, enterprise management mechanism, investment and project management - these are the main issues that arise when determining the legal status of an enterprise within the framework of the accepted organizational and legal structure. It is from the correct understanding of the essence of the organizational and legal form of the future enterprise that its future success largely depends.

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

The purpose of the course work is to determine the types and features of organizational and legal forms of enterprises.

In accordance with the goal, the main tasks are distinguished:

To study the concept and essence of the organizational and legal form of a commercial organization;

Analyze the types of organizational and legal forms of commercial organizations in Russia.

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

Chapter 1. The concept and essence of the organizational and legal form of a commercial organization

1.1. The concept of the organizational and legal form of a commercial organization

The organizational and legal form of an economic entity is the form of an economic entity recognized by law, fixing the method of fixing and using property by an economic entity and its legal status and goals of activity arising from this.

The choice of the organizational and legal form of the organization is carried out taking into account its characteristics, which are regulated by the state through the Civil Code and special laws.

The main characteristics of the organization taken into account:

Legal capacity;

Composition of founders and participants;

The order of establishment;

Capital and deposits;

Ownership relations and property of the founders;

Responsibility;

Enterprise management bodies;

Business management, company representation;

Distribution of profits and losses;

Liquidation, etc.

The organizational form characterizes the procedure for the initial creation of the enterprise's property and the process of using the profits received. This procedure includes a list of the founders of the enterprise, the form of combining their capital, methods of profit distribution, etc.

The legal form is understood as a complex of legal, legal, economic norms that determine the nature of relations between owners, as well as between an enterprise and other business entities and public authorities. The legal form characterizes the rights and responsibilities of the owners during the operation, liquidation or reorganization of the enterprise.

Firms form a sector of commercial organizations in the economy. The enterprise, as a rule, 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 a defendant in court.

Legal entities that are commercial organizations can be created in the form of business partnerships and companies, production cooperatives, state and municipal unitary enterprises, i.e. in the form of those persons in respect of which their founders have property and obligation rights.

The presence of organizational and legal forms of management is the most important prerequisite for the effective functioning market economy in any state.

1.2. Basic organizational and legal forms of commercial organizations

The organizational and legal form of the enterprise is the form legal registration an organization that gives this enterprise a certain legal status. According to the legal status (organizational and legal forms), enterprises can be divided into: business partnerships and companies, production cooperatives, state and municipal unitary enterprises. The most important feature of the classification of an economic entity in a market economy is the division of an economic entity on the basis of organizational and legal forms of enterprises, which are regulated by the state through the Civil Code of the Russian Federation (CC RF).

The Civil Code introduces the concepts of "commercial organization" and "non-commercial organization".

A commercial organization pursues profit as the main goal of its activities. Non-profit organization does not pursue profit as the main goal of its activities, and if it makes a profit, then it is not distributed among the participants of the organization (Fig. 1.1).

Rice. 1.1. The structure of organizational and legal forms of organizations

Table 1.1. definitions of organizational and legal forms are formulated.

Table 1.1

The structure of organizational and legal forms of commercial organizations

Name	Definition
Commercial organizations	Organizations whose main goal is to make a profit and distribute it among the participants
Business partnerships	Commercial organizations in which contributions to the share capital are divided into shares of the founders
General partnership	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, but also with their property
Faith partnership	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.
Business companies	Commercial organizations in which contributions to the authorized capital are divided into shares of the founders
Limited Liability Company (LLC)	A business 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 of the LLC.
	A business company, the participants of which jointly and severally bear subsidiary (full) liability for its obligations with their property in the same multiple for all of the value of their contributions to the authorized capital of the ALC.
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
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
Production cooperatives	Voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and association by its members of property share contributions (to the cooperative's share fund)
Unitary enterprises	A unitary enterprise is recognized as an 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	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
municipal enterprise	A unitary enterprise based on the right of economic management and created on the basis of state or municipal property. It is created by decision of the authorized state body or local self-government body

Thus, the variety of forms of ownership is the basis for the creation of various organizational and legal forms of organizations. According to the current Russian legislation There are various organizational and legal forms of commercial organizations.

Chapter 2. Types of organizational and legal forms of commercial organizations in Russia

2.1. Business partnerships

In accordance with the current legislation in the Russian Federation, two types of business partnerships can be formed: a general partnership and a limited partnership (limited partnership).

A partnership is recognized as full, 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 their property (Article 69 of the Civil Code of the Russian Federation).

It follows from this that such a partnership is a contractual association, since it is created and operates on the basis of a constituent agreement, which is signed by all participants in the partnership. Therefore, when registering a full partnership, the presentation of the Charter to the registration chamber is not required, since this document is not provided for by the current legislation for commercial organizations of this type.

The law imposes certain requirements on the content of the memorandum of association. The provisions of the law are obligatory and the participants in a general partnership must strictly follow the relevant legal provisions when drawing up the memorandum of association.

The memorandum of association of a general partnership shall contain information that is common to all legal entities, as well as information that reflects the specifics of the general partnership. The first group of information includes: the procedure for joint activities to create a partnership; conditions for the transfer of his property to him and participation in his activities; location; address and others. To the second group: the size and composition of the share capital; the size of the shares of each of the participants in the share capital; provisions on the responsibility of participants for violation of obligations to make contributions and others.

A feature of a general partnership is that for its formation it is necessary to have a share capital. It is necessary, firstly, in order for a general partnership to be registered, since the existence of such a condition is directly provided for by the current regulations on the procedure for registering legal entities. Secondly, the share capital of a general partnership forms its property base, without which the entrepreneurial activity of the partnership is impossible or will be difficult. Thirdly, the share capital plays the role of a guarantee for creditors, that is, those persons who enter into various property relations with a general partnership, concluding agreements with it. Therefore, in case of non-fulfillment of its obligations, the collection of debts will be directed primarily to property in the form of share capital, which is assigned to the general partnership as a legal entity. Fourthly, the presence of share capital is necessary so that the participants have clear guidelines for the distribution of profits and losses, since they are divided in proportion to the share of each of the participants in the share capital.

A full partnership can unite both individuals and legal entities. However, a citizen can be a participant in a general partnership only if certain conditions are met, which are established by law. The point is that a citizen, before he exercises his right to become a member of a general partnership, must obtain the status of an individual entrepreneur by registering in the appropriate manner. As for legal entities, only commercial organizations can be full partners, while non-commercial ones do not have such a right.

In addition to the already indicated distinguishing features of a full partnership, it should also be emphasized that the members of such an association are obliged to participate in its activities with their personal labor. Therefore, in its essence, a general partnership is, first of all, an association of persons, and then property.

Internal relations in partnership

Internal relations in a full partnership are determined by the memorandum of association. They are based on mutual trust due to the peculiarities of the legal status of a general partnership. The management of the partnership is carried out by common agreement of all its participants.

The memorandum of association may define individual cases where decisions on specific issues may be taken by majority vote. Each of the participants in a general partnership has one vote, regardless of its share in the share capital. At the same time, the current legislation gives the right to the members of the partnership to change this general rule and reflect in the memorandum of association a different procedure for establishing the number of votes.

A general partnership has the status of a legal entity, therefore it is considered by law as a single subject of business and other legal relations. Legal entities acquire civil rights and assume civil obligations through their bodies. As for the general partnership, these functions are performed by its participants, since special management bodies are not formed in the partnership. On behalf of a general partnership, when concluding transactions, each of the participants may act separately, unless the constituent documents establish that its participants conduct business jointly, or the conduct of business is entrusted to one or several participants. Depending on the way in which the case is handled, there are different legal consequences.

First, when business is conducted jointly, then the consent of all participants in the partnership is required for the completion of each transaction.

Secondly, if the affairs are entrusted to one or some of the participants, then the rest can make transactions only on the basis of a power of attorney from those persons who are entrusted with the conduct of affairs.

A power of attorney is a written authorization issued by one person to another for representation before third parties.

A participant in a full partnership is granted the right to withdraw, and he cannot be deprived of it. When leaving the partnership, the rest of its participants must be warned six months before the actual exit. In addition, a participant may be expelled from the partnership, but only by a court decision and on the basis of the request of the other partners. However, there must be serious reasons for this: a gross violation of their duties and a unanimous decision to expel. When leaving the partnership, a person has the right to pay him the value of a part of the partnership's property in proportion to his share in the share capital. Instead of payment, he may be given property in kind. But this requires an agreement between the one who leaves the partnership and the rest of the participants.

Termination of a partnership

The termination of a partnership can be due to various reasons. It terminates its activities after the expiration of the term, if it was created for a certain period. Also, the action of the partnership is terminated if the purpose for which it was created is achieved. The partnership will cease to operate due to the inappropriateness of further business activities. This requires the general consent of all participants. A general partnership can be transformed into a limited partnership, or into a business company, or into a production cooperative. From the moment of transformation, it ceases to be valid.

A general partnership is liquidated if one of the partners left the membership, or died, or was declared incompetent (clause 21, article 76 of the Civil Code of the Russian Federation). However, even if these circumstances occur, the partnership may continue its work if the founding agreement expressly provides for such a possibility. A general partnership is subject to liquidation when the only participant remains in it, as well as on general grounds: by a court decision in the event of carrying out activities without an appropriate permit (license), when it is required, due to the recognition of the partnership as bankrupt, and others.

General partners are liable for obligations with their property, and limited partners risk only their contributions. The right to conduct business on behalf of the partnership belongs only to general partners.

A limited partnership is a contractual association. The main document that regulates relations in a partnership is the memorandum of association. The legislation states that the memorandum of association is signed only by general partners, which is why they manage the affairs of the partnership. Depositors are not entitled to influence the management of cases in any way, to challenge the correctness of the management decisions made in court. The main duty of the investor is the timely contribution to the share capital. The fact of making a contribution is confirmed by a special document - a certificate of participation. This document confirms not only that the contribution has been made, but also that the person is a partner in a limited partnership as a limited partner.

Investors bear not only obligations, but also have rights. Since a limited partnership is a commercial organization, they are entitled to receive a part of the profit due to them for a share in the share capital. They also have the right to supervise the business activities by reviewing the annual accounts and balance sheets of the partnership. In addition, they have the right to withdraw from the partnership at the end of the financial year and receive their contribution. It follows from this that they do not have the right to receive a share in the property upon exit, in contrast to general partners.

Termination of the activities of a limited partnership has a number of features. Firstly, the partnership is liquidated if not a single contributor remains in its composition. Secondly, in the event of the liquidation of the partnership, the limited partners have the priority right to receive contributions from the remaining property. The legislation also provides for other features of the liquidation of a limited partnership (Article 86 of the Civil Code of the Russian Federation).

The company name serves as an individualization of the partnership. According to the law, it must contain either the names of all general partners and the word "limited partnership" or "limited partnership", or the name of one general partner with the addition of the words "and company", and also indicating the type of partnership. If the name of the contributor is indicated in the company name of the partnership, he becomes a general partner with all the legal and organizational consequences arising from this provision.

2.2. Limited and additional liability companies

A limited liability company (LLC) is a commercial organization, the authorized capital of which is divided into shares in the amounts determined by the constituent documents.

Members of an LLC are not liable for its obligations and bear the risk of losses within the limits of the value of their contributions. A limited liability company (hereinafter referred to as the Company) may be established by one or more persons. The legislation stipulates the maximum number of founders, the excess of which entails the obligation to transform it into a joint-stock company, or liquidation if the issue of transformation is not resolved within a year.

Modern legislation more strictly regulates relations arising from the establishment and activities of commercial organizations of this type. As practice has shown, on the one hand, such companies are most common in business activities, and on the other hand, it is in such societies that various financial abuses are quite common.

This should also include another limitation that exists in the legislation: an LLC cannot be established by a business company consisting of one person.

The company must have a corporate name consisting of the name and the words "limited liability". For example: "Limited Liability Company Builder".

Such a society involves, first of all, the pooling of capital for the purpose of engaging in entrepreneurial activity, and therefore the personal participation of the founders in its work is not necessary. But, as practice shows, the relationship between the members of the company is much closer and more trusting than in a joint-stock company.

When registering an LLC, the relevant documents must be submitted: the memorandum of association and the Articles of Association. If the founder is one person, then it must provide only the charter, approved by him. In other cases, constituent documents are approved and signed by the founders. It follows from this that the law classifies LLC as a statutory company.

Constituent documents must contain the necessary information that characterizes the company as a commercial organization with the status of a legal entity: location, purpose of activity and others, as well as information reflecting the specifics of the company. In particular, they should indicate: the size of the authorized capital and the size of the shares of each of the participants, the procedure for making contributions.

Participants who have not made contributions to the authorized capital in full are jointly and severally liable for the obligations of the company. The legislator did not accidentally establish such rules. After all, the authorized capital is not only a necessary material base for the activities of an LLC, but also must guarantee the interests of its creditors, without misleading them regarding the financial and other material capabilities of a particular company with which they (creditors) enter into various legal relations that follow from the concluded contracts. In general, the legal regime of the authorized capital of an LLC is determined by the Civil Code of the Russian Federation and special legislation on limited liability companies.

According to the current regulations, a company after its registration is obliged to notify its creditors of each case of a decrease in the authorized capital and register its decrease in the prescribed manner. Creditors also have the right to demand early performance of obligations and compensation for losses. In addition, the company is allowed to increase the authorized capital, but under one very important condition: after all participants have made their contributions in full (Article 90 of the Civil Code of the Russian Federation).

Members of the company do not have ownership rights to the property of the LLC. Their rights extend only to a share in the authorized capital. By virtue of this, a member of the company may sell or otherwise assign (donate) his share in the authorized capital to other members of the company. This right of a participant cannot be limited by anyone, it is unconditional, since it concerns the internal relationships of the participants in the society. Otherwise, the possibility of alienating a share in the authorized capital by a third party, that is, one that is not part of the participants, is regulated. In principle, the legislation does not prohibit a participant (participants) from making such transactions. However, this issue is finally regulated only by the charter of the company. Consequently, the charter may contain a rule prohibiting the alienation of a share by a third party, or a rule that allows the sale of a share in the authorized capital to third parties. Depending on what norm is written in the charter, these are the legal consequences.

A limited liability company is a legal entity. The management of the company's affairs is carried out through bodies of a legal entity specially formed for this purpose. The basic principles for the organization and activities of the management bodies of an LLC are established Civil Code RF. In more detail questions of the organization of management should be regulated by the special law.

In accordance with the Civil Code of the Russian Federation, management bodies should be formed in the company: a general meeting of participants; executive body (director, president and others); audit committee.

The general meeting of the company's participants is the supreme governing body, which has its own exclusive competence. This means that on issues within the exclusive competence of general meeting, no governing body can make any decisions. If such decisions are made, they will not have legal force. Moreover, such issues not only cannot be considered by other management bodies on their own initiative, but they cannot even be transferred, delegated by the general meeting to the executive body, for example, a director or directorate.

The following issues are referred to the exclusive competence of the general meeting by legislation: changing the charter of the company, as well as the size of the authorized capital; formation of other governing bodies of the company; resolving issues of reorganization and liquidation of the company and others.

Issues related to the competence of the general meeting are determined by legislative acts. Members of the company when drawing up the charter must follow the requirements of the law.

The management bodies of the company can be both collegiate and sole. The General Assembly is a collegiate body. The quantitative composition of the executive bodies is determined by the charter of the company. From Art. 91 of the Civil Code of the Russian Federation it follows that sole body management can be elected both from among the members of the company, and from third parties. The legal status of the sole executive body is determined along with civil law, and also by labor law: a director (president, etc.) must be concluded labor contract(the contract).

Termination of the company's activities is possible due to its reorganization or liquidation.

The reorganization of a limited liability company can be carried out both by decision of its founders, and by force. Legislation defines the following forms of company reorganization: merger, accession, division, separation, transformation. During the transformation, succession occurs, that is, the transfer of part of the rights to newly formed legal entities in accordance with the separation balance sheet and the deed of transfer. Reorganization in the form of transformation means a change in the legal form. So, an LLC can be transformed into a joint-stock company or a production cooperative (Article 92 of the Civil Code of the Russian Federation).

A limited liability company is considered to be reorganized, except for cases of reorganization in the form of affiliation, from the moment of state registration of newly emerged legal entities.

When a company is reorganized in the form of a merger with another legal entity, the company is considered reorganized from the moment an entry is made in the unified state register of legal entities on the termination of the activities of the accommodating legal entity.

The liquidation of an LLC is carried out in accordance with Art. 61-65 of the Civil Code of the Russian Federation. These rules are common to all legal entities.

To carry out the liquidation of a legal entity, a liquidation commission is created, which carries out all the necessary measures. The liquidation of a legal entity is considered completed, and the legal entity ceased to exist, after making an entry about this in the unified state register of legal entities (Article 63 of the Civil Code of the Russian Federation). Issues related to insolvency (bankruptcy) are regulated in detail special law RF "On the insolvency (bankruptcy) of enterprises".

Additional Liability Company (ALC) - a commercial organization, the participants of which, unlike LLC, jointly and severally bear subsidiary liability for its obligations in the amount of a multiple of the value of their contributions to the authorized capital.

An additional liability company has a number of common features and features, in comparison with an LLC. What these societies have in common is:

an additional liability company may be established by one or more persons;
the authorized capital of the ALC is also divided into shares, the amount of which is determined by the constituent documents.

Otherwise, the norms of the law applicable to LLCs apply to the additional liability company, with a number of exceptions that are due to the specific features of this organization. Firstly, in contrast to an LLC, participants in a company with additional liability jointly and severally bear subsidiary liability with their property in the same multiple for all of the value of contributions determined by the constituent documents of the company. Secondly, in the event that one of the participants becomes insolvent (bankrupt), his liability for the obligations of the company is distributed among the other participants in proportion to their contributions. The constituent documents may also provide for a different procedure for the distribution of responsibility.

2.3. Joint stock companies

The concept of a joint-stock company is disclosed in paragraph 1 of Art. 96 of the Civil Code of the Russian Federation and paragraph 1 of Art. 2 of the Federal Law of the Russian Federation "On Joint Stock Companies".

A joint-stock company is a commercial organization with an authorized capital divided into a certain number of equal shares, the rights to which are fixed in securities - shares.

A share is a security certifying the obligatory rights of a shareholder to a share in the charter capital of a joint stock company.

As a rule, the authorized capital of a joint-stock company is divided into a large number of shares and the right to each such share is fixed in a security - a share.

The concept of "shareholder" means a citizen or legal entity that owns shares and is registered in the register of shareholders of the company. One share reflects the right to one share in the authorized capital. Acquisition of a share from a joint-stock company (purchase) means that the purchaser contributes the value of the share to the authorized capital of the joint-stock company. The cost of a share, equal to the amount of money contributed to the authorized capital, is called the par value of the share, it is indicated on the paper itself.

After the purchase of a share, the acquirer applies to the joint-stock company with a request to make changes in the register (list) of shareholders of this company so that the new owner of the share is indicated in the register instead of the previous one, and as soon as such changes are made, the acquirer becomes a full shareholder.

A share, like a security, can be sold by the shareholder himself. In this case, the price of the share being sold may be different from its nominal price. If the joint-stock company is doing well, the price of its shares rises, and then they are sold at a price much higher than their nominal value. Well, if things go badly, the joint-stock company is on the verge of insolvency (bankruptcy), then the shares can be sold at a price below their face value. In such cases, shareholders are already trying to get rid of securities and save at least some amount of their money. The difference between the nominal value of shares and the one at which it is sold by the shareholders themselves is called the exchange rate difference.

As a general rule, anyone can purchase as many shares as possible based on their purchasing power. At the same time, the charter of a joint-stock company may establish limits on the number of shares owned by one shareholder. Thus, the law does not establish restrictions, however, the shareholders themselves have the right to establish such a rule for their company. It allows, for example, to preserve elements of democracy in the decision-making process. If there are no such limits and one shareholder or several shareholders have a large number of shares - a controlling stake, then all the threads of control pass to him or to them.

This is due to the fact that when voting, it is not the number of shareholders themselves that is taken into account, but the number of shares, and the principle applies - one share - one vote. Therefore, it is likely that the decision will be made in favor of a narrow circle of shareholders owning the majority of shares, while shareholders with a small number of shares, despite their numerical superiority, will not be able to influence the decision.

A joint-stock company is a legal entity and owns separate property recorded on an independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, incur obligations, be a plaintiff and defendant in court.

The Company is independently responsible for its obligations. Shareholders bear the risk of losses associated with the activities of the company, within the value (nominal) of their shares.

DividendsPart of the company's net profit paid to a shareholder according to the number of shares he owns.

A joint stock company has the right to engage in any type of activity not prohibited by federal law. Certain types of activities, the list of which is also established by federal law, can be carried out by a company only on the basis of a special permit (license).

The founding document of a joint-stock company is the charter, the requirements of which are binding on all shareholders. When developing the charter, the shareholders include in it only such rules that do not contradict the current legislation. The charter of a joint-stock company must contain, in particular, the following information: the name of the company, location, the amount of the authorized capital and the procedure for its formation, the rights and obligations of shareholders, and others.

Legislation defines two types of joint stock companies: an open joint stock company (OJSC) and a closed joint stock company (CJSC).

In an open joint stock company, shareholders have the right to alienate their shares without the consent of other shareholders. Such a company has the right to conduct an open subscription for shares issued by it and their free sale. Thus, an unhindered change of shareholders is possible in an open joint-stock company.

In a closed joint-stock company, shares are distributed in advance only among its founders or other predetermined circle of persons. Such a company is not entitled to conduct an open subscription for the shares it issues, or otherwise offer them for purchase to an indefinite circle of persons. Shareholders of a closed joint stock company have the right to sell their shares, however, all other shareholders have a pre-emptive right to acquire them, at the price of offering them to another person. The procedure and term for exercising the pre-emptive right is determined by the charter. At the same time, the term for exercising the pre-emptive right cannot be less than 30 and more than 60 days from the moment the shares are offered for sale. If none of the shareholders agrees to their acquisition at the appropriate price, the shares may be sold to other persons.

The number of shareholders of closed joint stock companies must not exceed fifty. This number includes both individuals and legal entities. If this number is exceeded, a closed joint-stock company must be transformed into an open one within a year. If the number of shareholders is not reduced to fifty, the company is subject to liquidation in court.

The procedure for creating a joint-stock company

A joint-stock company may be created by founding anew and by reorganizing an existing legal entity. For example, as a result of the transformation of a production cooperative or a limited liability company into a joint-stock company.

The creation of a joint-stock company by founding is usually carried out in two stages. The content of the first is that the founders enter into an agreement between themselves on the establishment of a joint-stock company. This agreement determines the procedure for their implementation of activities to establish a company, the size of the authorized capital, the types of shares to be placed among the founders, the amount and procedure for their payment, etc. This agreement is not a constituent document of the company, since it performs an auxiliary role. With this agreement, the founders clothe in a contractual form all the preparatory work for the creation of the company.

After all preparatory work carried out, the charter of the company was developed, the second stage of the creation of a joint-stock company begins. The founders at the general meeting decide on the establishment of a joint-stock company and approve its charter. At the same time, on such issues as the establishment of a company, the approval of the charter and some others, the decision is made by the founders unanimously.

However, it is not enough just to decide on the creation of a society. A joint stock company is considered established as a legal entity from the moment of its state registration. It is from this moment that the society acquires the right to carry out entrepreneurial activity.

The founders of the company may be citizens and (or) legal entities.

State bodies and local self-government bodies cannot act as founders of a joint-stock company, unless otherwise established by federal law. This is explained by the fact that with the participation of these bodies in the activities of the company, conditions for unfair competition will be created, since a company with the participation of state bodies and local governments will naturally have greater business opportunities than a company where there are no such participants.

2.4. Production cooperative

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production activities or other economic activity based on personal labor participation and the association of property shares by its members (participants) (Article 107 of the Civil Code of the Russian Federation).

A production cooperative can be engaged in various economic activities: the production of industrial and agricultural products, trade, and consumer services. Each participant in a production cooperative is obliged to participate by personal labor in the work of the cooperative, which is one of its important features. Therefore, it is no coincidence that the production cooperative is also officially referred to as an artel.

The main document on the basis of which the production cooperative operates is the charter. It is approved by the general meeting of members of the cooperative, for the establishment of which at least five people are required.

The charter of a production cooperative should contain the following data: location, management procedure, the amount of share contributions, the procedure for the participation of members of the cooperative in its work, and much more. The property of a production cooperative is owned by it and is divided into shares. Management bodies are created in the production cooperative. The supreme body is the general meeting of its members. The current management of the affairs of the cooperative can be carried out by the board and the chairman. A supervisory board may be created in a production cooperative if the number of members of the cooperative is more than fifty. The competence of the management bodies of a production cooperative is determined by law and the charter

Competence is a set of rights and obligations that the management body of a legal entity has to solve the problems facing it.

According to paragraph 3 of Art. 110 of the Civil Code of the Russian Federation, the exclusive competence of the general meeting includes:

changing the charter of the cooperative;
formation of other governing bodies;
admission and exclusion from members of the cooperative and others.

Exclusive competence - a competence that can only be exercised by the highest management body of a legal entity.

Termination of membership in a production cooperative can occur both at the request of a member of the cooperative, and in the event of his exclusion, as well as on other grounds (for example, in the event of death).

2.5. State and municipal unitary enterprises

A unitary enterprise is a commercial organization that does not have ownership of the property assigned to it. The property of this enterprise is indivisible, which means the impossibility and inadmissibility of its distribution by shares, shares, including between employees. In this form, state and municipal enterprises can be created, and therefore their property is state and municipal property. The enterprise in relation to the property assigned to it has the right of economic management or operational management.

The concepts of "the right of economic management" and "the right of operational management" require more detailed consideration.

The right of economic management is the right of an enterprise (state or municipal) to own, use and dispose of property, but within certain limits established by the Civil Code of the Russian Federation. The enterprise is not entitled to dispose of immovable property without the consent of the owner: sell, lease it, give it as a pledge. Real estate means: land and everything that is closely connected with the earth: buildings, structures. The company has the right to dispose of the rest of the property independently, at its own discretion.

The right of operational management is the right to dispose of property, both immovable and movable, only with the consent of the owner.

Property on the right of operational management is assigned to the created unitary enterprises, which are called "state". They can be established by decision of the Government of the Russian Federation on the basis of federally owned property (federal state enterprise). Such an enterprise is liquidated and reorganized only by decision of the Government of the Russian Federation. In the constituent documents of the enterprise, it must be indicated that it is state-owned.

Conclusion

Organizational and legal forms of organizations are determined by Chapter 4 of the Civil Code of the Russian Federation. As noted above, the organizational and legal form determines: how the authorized capital is formed; goals of the organization; features of enterprise management; distribution of profits and a number of other points.

The following organizational and legal forms of commercial organizations are distinguished: partnership (general partnership and limited partnership); company (limited liability company, additional liability company, joint-stock company); unitary enterprise (municipal unitary enterprise and state unitary enterprise); production cooperative.

Business partnerships and companies are commercial organizations with authorized (reserve) capital divided into shares (contributions) of founders (participants). Partnerships are associations of individuals and (or) legal entities that unite for joint activities, the property of the partnership is formed at the expense of the contributions of the participants. A partnership can be organized in the form of: a full partnership; limited partnerships (partnerships in limited partnership).

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. A general partnership is created and operates on the basis of a founding agreement. All participants have equal rights in the management of the partnership, that is, any of the participants can assume obligations on behalf of the partnership, and this obligation automatically falls on all other participants, therefore, there must be a high degree of trust between general partners. A feature of a general partnership is that all partners bear full responsibility for the obligations of the partnership, which also applies to the personal property of the founders.

A limited partnership (limited partnership) assumes that, in addition to full participants (partners), it includes one or more contributors (limited partners). That is, the contributors only invest in the activities of the partnership, but do not participate in its management and bear the risk of losses on the obligations of the partnership only within the limits of their contribution. If a contributor begins to interfere in the activities of such a company, then it must be reorganized into a general partnership.

A company is recognized as a commercial organization founded by one or more persons, the authorized capital of which is divided into shares determined by the constituent documents. It follows from this that companies, unlike partnerships, involve the pooling of capital. The participants of the company are not liable for the obligations of the company and bear the risks of losses associated with its activities, within the value of the contributions made. The company can be created in the form of: a limited liability company; additional liability companies; joint stock company (open joint stock company and closed joint stock company).

Limited Liability Company (LLC). A limited liability company is a company founded 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 are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their contributions.

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

A joint stock company is a company whose authorized capital is divided into a certain number of shares; participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. A joint stock company can be created in the form of: an open joint stock company (OJSC); closed joint stock company (CJSC).

A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it. The property of such an organization is an indivisible whole and cannot be distributed among shares, deposits, shares, etc., including among employees - this is the principle of unitarity (indivisibility of property). The authorized capital of the enterprise is formed by the owner (state or municipal authorities) by transferring it to the enterprise.

State and municipal enterprises may be created in the form of unitary enterprises.

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and association of property share contributions by its members (participants).

List of sources used

The Constitution of the Russian Federation (adopted by popular vote on December 12, 1993) // SPS "Garant"
Civil Code of the Russian Federation (Part One) dated November 30, 1994 No. 51-FZ: adopted by the State. Duma 21 Oct. 1994: (with last revision and additions) // SPS "Garant"
Baye M. R. Management economics and business strategy: textbook for universities / Per. from English. Ed. A. M. Nikitina. M.: UNITI-DANA, 2009.
Volkov O. I. Economics of the firm / O. I. Volkov, V. K. Sklyarenko. - M.: Infra-M, 2011.
Civil Law / Ed. A. I. Kalpina, A. I. Maslyaeva. - M.: Prospekt, 2011.
Civil law: textbook. / S.S. Alekseev, B. M. Gongalo, D. V. Murzin; under total ed. corresponding member RAS S.S. Alekseev. - 2nd ed., revised. and additional - M.: Prospect; Ekaterinburg; Private Law Institute, 2009.
Kazantsev A.K., Serova M.S. Fundamentals of production management. - M.: Infra-M, 2012.

Definition

Characteristics

Classification

Target

Forms of legal entities (commercial organizations)

General partnership

Faith partnership

OOO

ODO

JSC

JSC types

Production cooperative

Unitary enterprises

Bodies of forms of legal entities

Other categories

Legal requirements

Nuances

Possible difficulties in practice

Additionally

Public formations

Organizational forms of enterprises

The procedure for the creation and liquidation of enterprises

Properties of business partnerships and companies

Types of business partnerships

Types of business companies

Production cooperatives and unitary enterprises

Non-Profit Organizations

Business without formation of a legal entity

Table of organizational and legal forms of enterprises

Chapter 1. The concept and essence of the organizational and legal form of a commercial organization

1.1. The concept of the organizational and legal form of a commercial organization

1.2. Basic organizational and legal forms of commercial organizations

Chapter 2. Types of organizational and legal forms of commercial organizations in Russia

2.1. Business partnerships

2.2. Limited and additional liability companies

2.3. Joint stock companies

2.4. Production cooperative

2.5. State and municipal unitary enterprises

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