1. LECTURES ON THE TOPIC "ENTERPRISE IN THE MARKET ECONOMY"

2. Organizational and legal forms of enterprises

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

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

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

Legal entities are divided into commercial and non-commercial.

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

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

Let's take a closer look at commercial organizations.

1. Partnership .

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

The disadvantages of this organizational and legal form are:

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

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

Partnerships are of 2 types: full and limited.

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

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

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

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

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

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

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

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

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

The Civil Code of the Russian Federation introduces a ban on any person being a general partner in more than one limited or full partnership. The memorandum of association is signed by the general partners and contains all the same information as in a general partnership, as well as data on the total amount of contributions of limited partners. Limited partners do not have the right to interfere in any way with the actions of general partners in the management and conduct of business of the partnership, although they can act on behalf of it by proxy.

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

2. Society.

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

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

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

There may be no memorandum of association at all (if the company has one founder), and the charter is mandatory. The authorized capital of an LLC, which consists of the value of the contributions of its participants, must, in accordance with the Law of the Russian Federation "On Limited Liability Companies", be at least 100 times the minimum wage. By the time of registration, the authorized capital must be paid at least half, the remaining part is payable during the first year of the company's operation.

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

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

Formation of executive bodies and early termination of their powers:

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

Election of the Audit Commission;

Reorganization and liquidation of the company.

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

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

The reorganization or liquidation of an LLC is carried out either by a decision of its participants (unanimously), or by a court decision in case of violation by the company of the requirements of the law, or as a result of bankruptcy.

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

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

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

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

A contribution to the property of a joint-stock company may be money, securities, other things or property rights, or other rights having a monetary value. At the same time, in cases provided for by law, the assessment of participants' contributions is subject to independent expert verification. The minimum authorized capital of a JSC is 1,000 times the minimum monthly wage (as of the date of submission of constituent documents for registration).

JSCs can only issue registered shares.

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

3. Production cooperative .

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

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

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

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

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

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

Cooperatives can do entrepreneurial activity only insofar as it serves the achievement of the goals for which they were created, and corresponding to these goals.

4. State and municipal UE.

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

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

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

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

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

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

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

Previous

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

Read our article:

What is meant by the legal form of a legal entity

To a person who rarely encounters legal terminology, the expression "organizational and legal form of an enterprise" may seem cumbersome and awkward. Such an expression, he thinks, refers to large enterprises that have some special status. But we can talk about the usual LLC. So what is it?

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

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

For example, in an LLC or JSC, a general meeting of owners manages the business. Management issues are resolved CEO– within the limits of the powers that are defined in the law and the charter. In particular, the meeting must agree to certain transactions. And in a simple partnership, each of the participants in the organization has the right to conduct business, unless otherwise specified during its creation.

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

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

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

Let us analyze into what organizational and legal forms the law divides organizations.

What organizational forms are non-profit

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

Organizational and legal forms of commercial enterprises: what is it

Commercial forms:

1. Business partnerships. There are both general partnerships and faith-based ones. They differ from each other in the degree of responsibility of the participants. The form is not very popular.
2. production cooperatives. This is a voluntary association of citizens based on membership and share contributions.
3. Business partnerships. Their work is regulated by a separate. A very rare form.
4. Peasant economy. An enterprise that has such an organizational and legal form is an association of citizens for conducting Agriculture. It is based on their personal participation in business and property contributions.
5. Economic companies. This is the most popular option for commercial organizations. Presented as limited liability companies (LLC) and joint-stock companies(AO).

If a citizen wants to commercial activities, but without the formation of a legal entity, he has the right to register an IP. This is another popular form of doing business. AT All-Russian classifier legal forms (OKOP), the IP has its own number - 50102.

What you need to know about LLC

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

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

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

What are the main features of AO

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

What are the pros and cons of IP

The main advantages of the IP status:

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

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

How to choose a form of enterprise for your business

Before choosing the legal form for your enterprise, the manager needs to answer the following questions:

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

If we are talking about the most common types of business, then entrepreneurs most often choose between the status of an individual entrepreneur and an LLC:

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

The type of business organization you choose depends on:

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

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

Types of legal entity

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

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

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

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

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

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

Organizational and legal forms of legal entities

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

OPF YUL

Institutions

• Participation in business development (reserve or target).
• Implementation of charity or social programs(non-commercial).
• investment programs.

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

OOO

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

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

Religious associations

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

Production cooperatives

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

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

General partnerships

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

Faith partnerships

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

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

Companies with additional liability

In the case of the liability of the company's participants, in comparison with the LLC, it is strengthened, and extends to:

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

Although such harsh measures are attractive to investors.

Non-public joint-stock companies

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

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

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

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

Commercial organizations. Business partnerships and companies are commercial organizations with authorized (reserve) capital divided into shares (contributions) of founders (participants). Partnerships are predominantly associations of persons, and companies - associations of capital. The partnerships include a general partnership and a limited partnership, the companies include a limited liability company, an additional liability company and a joint-stock company.

General partnership a partnership is recognized, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property (Article 69 of the Civil Code).

General partners may be an individual entrepreneur or commercial organization, and they cannot become participants in another general partnership or limited partnership. The affairs of a general partnership are conducted by all its participants, that is, each general partner may conclude transactions on behalf of the general partnership, unless the memorandum of association provides for a different procedure for conducting business - by one or more participants or by common agreement.

The founding document is the memorandum of association. The company name of a general partnership must contain either the names (names) of all its participants and the words "general partnership", or the name (name) of one or more participants with the addition of the words "and the company" and the words "general partnership".

Limited partnership (limited partnership)- this is 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 activities of the partnership, in 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 (Article 82 of the Civil Code). Otherwise, the legal status of a limited partnership is identical. legal status full partnership.

Limited Liability Company (LLC) is a company established by one or more persons, the authorized capital of which is divided into shares determined by the constituent documents of the size. Members of 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 (Article 87 of the Civil Code, Article 2 of the Federal Law "On Limited Liability Companies").

The supreme governing body is the general meeting of participants, which elects executive bodies societies (collegiate or sole). The number of participants in a limited liability company must not exceed fifty. The founding documents of a limited liability company are the memorandum of association and the charter. The business name of a limited liability company must contain the name of the company and the words "limited liability".

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

Joint-stock company(JSC) is a company whose authorized capital is divided into a certain number of shares; participants in a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares (Article 96 of the Civil Code, Article 2 of the Federal Law "On Joint-Stock Companies").

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

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

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

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

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

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

The supreme governing body of a production cooperative is the general meeting of its members, which elects a supervisory board (if the number of members of the cooperative exceeds fifty) and executive bodies (collegiate or sole). The company name of a cooperative must contain its name and the words "production cooperative" or "artel".

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

Non-Profit Organizations

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

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

Fund- a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. Liquidation of the fund is possible only in court.

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. The institution has property on the right of operational management.

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

Public entities (state and municipalities)

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

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

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

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

An enterprise is an 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 civil code RF in Russia, the following organizational forms of commercial enterprises can be created: 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 activities 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 prior to the moment of his withdrawal, along 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 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. Enterprises can create various associations.

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 can 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 irreparable;
• by a court decision, in case of carrying out activities without a proper permit (license) or activities prohibited by law, or with repeated or gross violation 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.