commercial organization- an organization whose purpose is an activity aimed at making a profit.

Kinds commercial organizations

By legal status commercial enterprises can be divided into:
1) economic partnerships and companies
2) production cooperatives
3) state and municipal unitary enterprises.

Business partnerships- represents an association of subjects of law who are liable, with the exception of contributors, for the obligations of the partnership with all their property. There are no requirements for the formation of the authorized capital. In partnerships, the participants themselves conduct business, no management bodies are created.

Business companies- are capital associations, the participants of the company are not liable for its obligations, they only bear the risk of losses to the amount of their contribution to the authorized capital, the exception is ALC. The interests of the creditors of the company are guaranteed by the property of the organization, including the authorized capital (the law establishes its minimum amount).

Participants of business partnerships and companies have the right to:

Receive information and activities of the organization;
- the right to participate in the management of the organization;
- the right to receive dividends or part of profits;
- the right to receive the remaining property upon liquidation of the organization;
- the right to terminate membership in this organization.

General partnerships- the founding document is a contract. Only commercial organizations and individual entrepreneurs can be founders. You can only be a member of one general partnership. The name of the organization indicates the organizational and legal form and the name of at least one founder (1st general partner). The founders are jointly and severally liable for the obligations of the partnership with all their property. Members of the partnership govern together. By general rule each of the partners has the right to enter into legal relations with 3 persons on behalf of the partnership (conclude agreements), otherwise it may be provided for by the constituent agreement, that is, the conduct of business is entrusted to 1 or several partners, and the rest have the right to act by proxy issued by the partners under the constituent agreement. General partners have the right to withdraw from the partnership by notifying them no later than 6 months. At the same time, he will be liable on a par with the remaining partnerships for obligations that arose during the two years preceding his release. There must be at least 2 founders (participants), if only one general partnership remains, then it must be liquidated or transformed into a business company.

Limited partnerships(partnerships in faith) - there can be 2 groups of participants:

1) general partners (the same rules apply to this group as for general partners in general partnerships);
2) contributors (may be individuals, legal entities, state bodies and local self-government bodies, unless prohibited by law. The contributor has the right to receive dividends and information about the activities of the partnership, he is not responsible and does not participate in the conduct of the affairs of the partnership. CTs exist as long as they have at least one general partner and one contributor.If all the investors have withdrawn, the CT is either liquidated or transformed into a general partnership or business company.The constituent document is a constituent agreement, if the name of the investor is indicated in the name, then he is a complete friend.

LLC and ALC (limited liability company and additional liability company)- founders can be any subjects of Civil Law, it can be one subject, but it cannot be the founder of a business entity consisting of one founder. The founders conclude a memorandum of association which defines their rights and obligations. It is also the founding document. If the founder is one, then he has the right to make decisions on the creation of the organization. The founders of an LLC are not liable for its obligations and bear the risk of losses within the limits of their share in the authorized capital. Minimum size authorized capital of 10,000 rubles, 50% must be paid at the time of registration, the rest during the year.

The authorized capital can be increased:

Due to the additional contributions of the participants, the decision is made at the general meeting;
- the authorized capital can be increased due to the additional contribution of the participant;
- the increase can occur due to the entry into the company of a 3rd person;
- an increase can occur at the expense of the property of the company, the decision is made by the general meeting of at least 2/3 of the votes.
There is no redistribution of shares, their nominal value increases.

Reducing the par value of a share;
- the company has the right to redeem shares.

Members of the company have the right:

Leave this company (upon exit, the company is obliged to pay the cost of a share in the authorized capital and pay the cost of a part of the company's property in proportion to the share of this participant in the authorized capital);

Sell ​​your share in the authorized capital, exchange or donate (according to the general rule, the alienation of a share is possible by another member of the company, however, the charter may provide special conditions. Alienation of a share to 3 persons is possible if there is no prohibition in the charter. When selling or changing a share, it is necessary to notify the participants of the company in writing. The remaining members of the company have a pre-emptive right to purchase, 30 days are given. In case of violation of the pre-emptive right to purchase, participants in judicial order may demand the transfer of the rights and obligations of buyers. If the other members of the company did not take advantage of the the right to purchase this right can be exercised by the company itself. This transaction requires notarization otherwise it is invalid. The transfer of a share is possible not only on the basis of a transaction, but also by virtue of succession (inheritance).

Controls:

The supreme governing body is the general meeting, it can be regular and extraordinary (the grounds for holding it can be provided for by the charter and can be convened on the initiative of: the board of directors, the sole executive body, the audit commission, the company's auditor, as well as a participant with 10% of the votes. Execution the current activities are handled by the director.

ALC - the rules established for an LLC are applied to them, with the exception of the rules on the liability of the company's participants for its obligations. Participants bear subsidiary (additional) liability for the obligations of the company with all their property in proportion to their share in the authorized capital.

Joint-Stock Company is a commercial organization, the authorized capital of which is divided into a certain number of shares. The founders of a joint-stock company can be any subjects of law, a joint-stock company may consist of one founder, but another economic company, also consisting of one founder, cannot be the sole founder. The founders enter into a memorandum of association, which by its nature is an agreement on joint activities. The charter is the only founding document. Shareholders are not liable for the obligations of the company, they bear the risk of losses in the amount of the value of the shares.

Types of Joint Stock Companies:

CJSC (closed Joint-Stock Company) - the shares are initially distributed among the founders, and subsequently the shareholders may be either the founder or another group of persons specified by the charter. Maximum amount shareholders 50. Minimum authorized capital 10 minimum wage.
OJSC (open joint stock company) - the shares of the first issue are distributed only among the founders, and in the subsequent shares have free circulation. The number of shareholders is not limited. The minimum authorized capital is 1000 minimum wages.

The authorized capital after its full payment can be increased:
- by placing additional shares;
- by increasing the par value of shares.

The authorized capital may be reduced:
- by reducing the par value of shares;
- by reducing the total number of shares.

Shareholder rights:

As a general rule, JSCs are not required to buy back shares.
If the shareholder did not take part in the voting or voted against:
- making a major transaction;
- decision on reorganization;
- on amendments to the charter;
- approval of the charter in a new version, if the rights of shareholders worsen.
On the voting day, a list of shareholders is compiled. Redemption requests are sent in writing. The term for sending claims is 45 days from the date of adoption, by the general meeting, of the decision from the moment of sending requests for redemption, the shareholder is not entitled to make transactions with these shares. JSC is obliged to redeem the shares within 30 days from the date of approval of the report. The redemption of shares is carried out at the market price.

JSC management bodies:

The supreme governing body is the general meeting, it can be annual or extraordinary. In JSCs with more than 50 shareholders, a board of directors or a supervisory board may be established. The current management of activities is carried out by the sole executive body ( CEO, director, etc.)
The OJSC is also obliged to publish annually a report on the financial/ economic activity.

Production cooperatives- members of the PC can be individuals who have reached the age of 16, taking personal labor participation in the activities of the cooperative. The share of PC members who do not take part in its activities cannot exceed 25%. The property of the PC is divided into shares and a mutual fund is created in the PC. Management is carried out by the general meeting, if there are more than 10 members of the PC, the board is elected, if more than 50, a supervisory board can be created. The management of current activities is carried out by the chairman of the board, elected by the general meeting. The profit of the PC is divided by decision of the general meeting, depending on personal labor participation, unless otherwise provided by the charter.

State and Municipal Unitary Enterprises- enterprises are endowed only with special legal capacity. The founding document is the charter. Founders - Bodies state power RF or its subjects or MO. The minimum size of the authorized capital for municipal enterprises is 1000 minimum wages. State enterprises- 5000 minimum wage. The founder appoints the head of the enterprises. The head is accountable to the founder. Profit is not subject to division. The owner of the property unitary enterprise is the founder. The property is transferred to a unitary enterprise on the right economic management or state-owned enterprises on the right of operational management. State-owned enterprises cannot be declared bankrupt, because the founder bears subsidiary liability. The property transferred under the right of economic management, the enterprise uses to conduct economic activities, but the disposal of real estate property is allowed only with the consent of its owner. The founder, who transferred the property to operational management, has the right to withdraw it if he considers that the property is being used, not for its intended purpose, or is being used inefficiently.

The main features that determine the differences between the forms of commercial organizations are:

1) property rights of the founders (participants) of the organization;

2) composition and number of founders of the organization.

The list of forms of commercial organizations existing in our country is defined in the Civil Code Russian Federation. This list includes

■ business partnerships:

general partnership,

limited partnership (limited partnership);

■ business companies:

Limited Liability Company,

additional liability company;

joint-stock companies:

closed joint stock company,

public corporation;

■ production cooperative;

■ unitary enterprise.

Consider the key features of these forms. Business partnerships and companies have an authorized capital formed from the contributions of the founders (participants) divided into shares. Property created at the expense of contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activity, belongs to it by the right of ownership.

General partnership- this is an organization whose participants (general partners), in accordance with the agreement concluded between them, form a share capital and engage in entrepreneurial activities on behalf of the partnership, being liable for its obligations with their property. Individual entrepreneurs and/or commercial organizations may be participants in general partnerships. The management of the activities of a general partnership is carried out by common agreement of all participants. Profits and losses are distributed in proportion to the shares of participants in the share capital. Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

Limited partnership (limited partnership) is an organization in which, along with participants engaged in entrepreneurial activities on behalf of the partnership and liable for the obligations of the partnership with their property (general partners), there is one or more participants - investors (limited partners). The latter bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the implementation of the partnership entrepreneurial activity. General partners in limited partnerships may be individual entrepreneurs and commercial organizations. Contributors in limited partnerships may be citizens and legal entities, with the exception, as a general rule, of state bodies and bodies local government. Distribution of profits is carried out in proportion to the shares of participants in the share capital.

Citizens and legal entities may be participants in economic companies, with the exception, as a general rule, of state bodies and local self-government bodies.

Limited Liability Company is an organization established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. The number of members of the society should not be more than fifty. 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, only to the extent of the value of their contributions. Distribution of profit is carried out in proportion to the shares of participants in the authorized capital.

Additional Liability Company- this is a business company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. Participants in a company with additional liability 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. Distribution of profit is carried out in proportion to the shares of participants in the authorized capital.

joint-stock is a company whose authorized capital is divided into a certain number of shares. Members 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, to the extent of the value of their shares. Distribution of profit between the participants is carried out in proportion to the number of shares they own.

Closed Joint Stock Company is a company whose shares are distributed only among its founders or other predetermined circle of persons. The number of shareholders of a closed company must not exceed fifty.

IN open joint stock company its participants may alienate their shares without the consent of other shareholders. This organization has the right to conduct an open subscription for shares issued by it and their free sale on the terms established by law and other legal acts.

Production cooperative (artel) - this is a voluntary association of citizens on the basis of membership for joint economic activities based on their personal participation and the association of its members (participants) of property shares. Legal entities can also act as participants in a production cooperative. The number of members of the cooperative must not be less than five. Members of a production cooperative bear subsidiary liability for its obligations in the amount and in the manner prescribed by the charter. The profit of the cooperative is distributed among its members in accordance with their personal participation, the size of the share contribution, and among the members of the cooperative who do not take personal labor participation in the activities of the cooperative, in accordance with the size of their share contribution. By decision of the general meeting of members of the cooperative, part of the profit of the cooperative may be distributed among its employees.

unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. In the form of a unitary enterprise, only state and municipal enterprises. Unlike other forms of commercial organizations, a unitary enterprise cannot carry out any activities that are not prohibited by law. It is limited to the purposes and subject of activity specified in its charter. A unitary enterprise is not entitled to sell, lease, pledge its property owned by the founder. The founder exercises control over the intended use and safety of the property of the enterprise.

A type of unitary enterprise is government enterprise. It can be created on the basis of federally owned property. A state-owned enterprise is even more limited in its rights than a unitary enterprise. It carries out economic activities in accordance with the statutory goals, tasks of the owner and the purpose of the property.

The concept of the enterprise, its features

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 timely submit the established government bodies reporting;
• 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 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 before the moment of his withdrawal, on an equal basis 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 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 required 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 irreparable;
• 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 tax service 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.

Characteristics of organizational and legal forms

Classification, that is, the division into different organizational- legal forms must be done in accordance with three rules:

• unity of the basis of division (films cannot be divided into interesting, color and foreign ones)
• completeness of division (you cannot divide people into blondes and brunettes - brown-haired and bald ones will remain "restless")
• the significance of the basis of the division (if we are interested in the carrying capacity of the vessel, then we should not classify ships by whether their captain is single or married).

a) availability as the main goal of creating and the activities of a legal entity, the intention to make a profit, they are all divided into two groups (Article 50 of the Civil Code of the Russian Federation):

1. Commercial organizations, which can be created in the form of business partnerships and companies, production cooperatives, state and municipal unitary enterprises
2. Non-Profit Organizations, which can be created in the form of consumer cooperatives, public or religious organizations (associations), institutions financed by the owner, charitable and other funds, as well as in other forms provided by law.

1. legal entities in respect of which their participants have rights of obligation (economic partnerships and companies, production and consumer cooperatives, non-profit partnerships, autonomous non-profit organizations)
2. legal entities on whose property their founders have the right of ownership or other real right (state and municipal unitary enterprises, including subsidiaries, as well as institutions financed by the owner)
3. legal entities in respect of which their founders (participants) do not have property rights (public and religious organizations (associations), charitable and other foundations, associations of legal entities (associations and unions).

c) By legal form(OPF) legal entities are divided into:

It is impossible, in our opinion, to attribute subsidiaries and dependent business companies to a special organizational and legal form, since they are created in one of the specified BPF and differ only in the degree of dependence on other organizations.

It should also be recalled once again that any legal entity has the right to form representative offices, branches, branches, but without the status of a legal entity and without the right to be a party to the transaction on its own behalf.

As an additional criterion (grounds) for the classification of legal entities, the scope of legal capacity can also be distinguished:

• organizations with general legal capacity having the right to engage in any type of activity (all business partnerships and companies)
• organizations with special legal capacity, engaged only in those types of activities that are determined by their charters (all other organizations).

To understand the essence and foundations of the differences between commercial organizations, one should recall the history of the emergence and development of entrepreneurial activity.

At first, the craftsman, merchant, relying on his subsistence economy and property, using his abilities, produced goods.

Then, due to the expansion of market needs and the need for cooperation, the artisan and merchant began to unite with their colleagues, combining not so much capital as labor resources (personal and hired).

As such associations developed and their size increased, they began to combine not so much labor as capital.
The historical process of changing the ratio of labor and capital in business structures can be characterized by the following graph:

Legend:

IP - individual entrepreneur
PT - full partnership
KT - limited partnership
PC - production cooperative
LLC - Limited Liability Company
ALC - additional liability company
CJSC - closed joint stock company
OJSC - open joint stock company

This graph shows the ratio of labor and capital combined in various forms ah commercial organizations. Obviously, the less importance is attached to the labor contributions of the participants, the more developed form of association can be used by the participants.

From the schedule, it becomes clear why the participants in a general partnership conclude only an agreement, and shareholders only approve the charter.

This schedule also reflects the responsibility of the participants for the debts (obligations) of the organization they created.

Business partnerships differ from business companies in that partnerships unite persons (individuals and / or legal entities), and companies - capitals. This means that members of a partnership MAY not participate in its activities, while members of a partnership MUST participate.

From this, as well as from the fact that participants in partnerships are fully liable for the debts (obligations) of partnerships, it follows that the participation of one person in several partnerships is prohibited.

Citizens-participants of partnerships can only be individual entrepreneurs.

It should be noted that the legislation uses three terms to define participants in partnerships and companies: founder, participant, shareholder. The founder is a participant fixed in the constituent documents during the state registration of the organization, and the peculiarities of his status, as a rule, disappear after registration. A shareholder is a member of a joint stock company.

Essential characteristics of organizational and legal forms of COMMERCIAL organizations

General partnership

A form that is practically not used in Russia. A general partnership implies full joint and several liability of the founders (participants) for the obligations of the partnership with ALL their property, belongings. In case of joint and several liability of debtors, any creditor has the right to collect debts from any debtor in full size(and solidary debtors will then deal with each other).

But in conditions of legal instability, tax and administrative lawlessness, it is undesirable to put all your property at risk of bankruptcy.

The participants of a full partnership are individual entrepreneurs or legal entities who have combined their efforts and capital to conduct joint business activities.

The law does not establish the minimum amount of the share capital of a general partnership, tk. creditors in case of insufficiency of this capital levy execution on all the property of the participants in the partnership.

Conducting partnership affairs (management, conclusion of transactions) is possible in several ways:

each participant himself concludes transactions for which everyone is responsible;

all transactions are concluded by unanimous decision of the participants;

all transactions are concluded by the decision of the participants, adopted by a majority of votes;

one or more participants may enter into transactions;

a combination of these methods, depending on the type, scale of the transaction.

Limited partnership, on the basis of official authority

Participants are liable within the limits of their contributions to the authorized capital, but there is an exception to this rule. Main external difference This form of organization from a full partnership is that it has two types of participants.

Some participants bear full (unlimited) liability and have the right to manage the partnership, other contributors (limited partners) simply invest their capital in the partnership, have the right to receive profit, but are not liable for the obligations of the partnership (except for the risk of losing the investment) and do not participate in case management. Investors do not even sign the founding agreement on the creation of this partnership. The investor may not be an individual entrepreneur.

This form is transitional from partnerships to companies, firstly, according to the degree of responsibility: from full responsibility from the first type of participants to the limited liability of contributors, and, secondly, according to the degree of participation: from personal participation to capital participation.

It also combines the serious advantages of partnerships and societies. The issuer - the investor of capital - risks less if the manager(s) bear full responsibility.

Limited Liability Company (LLC)

A form of capital pooling, combined with the possibility of personal participation in the activities of the organization. That is why LLC is the most common form.

This organizational form already requires the creation of governing bodies, and hence the development of a charter that regulates the internal and external activities of the company.

The management system is at least two-level: the general meeting of participants and executive agency. A collective executive body (board, directorate) is possible, but it must be executive acting on behalf of an organization without a power of attorney

According to Art. 56 of the Civil Code, “if the insolvency (bankruptcy) of a legal entity is caused by the founders (participants), the owner of the legal entity’s property or other persons who have the right to give instructions binding on this legal entity or otherwise have the ability to determine its actions, such persons in case of insufficiency property of a legal entity may be subject to subsidiary liability for its obligations. Subsidiary is the liability in which, in the absence of sufficient property of a legal entity, the debtors' claims are presented to the participants, and they pay with their property.

Additional Liability Company (ALC)

It differs from a limited liability company in that the participants are responsible not only within the authorized capital, but also in addition to a certain amount, a multiple of the authorized capital. For example, the authorized capital of an ALC is 10 million 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 50 million rubles from the participants, and from any of them, since the participants are jointly and severally liable.

Joint Stock Company (JSC)

The most detailed legally regulated form of organization, since in addition to the Civil Code, the Law of the Russian Federation “On Joint-Stock Companies” is in force.

The essence of the creation of a joint-stock company is the announcement by the founder of the creation of a joint-stock company, i.e. issuance of securities (shares) for sale, and an offer to a certain or indefinite circle of persons to buy these securities, thereby forming the authorized capital.

This distinguishes a joint-stock company from an LLC, during the creation of which the contributions (contributions) of all founders are clearly defined and there is no assumption in the charter that the authorized capital MAY increase to some amount.

The next difference from an LLC is that in a limited liability company there is the possibility of “withdrawal” from the membership with the withdrawal of its share of the property. In a joint-stock company, there cannot be such an opportunity, because. when “entering” the company, the participant (shareholder) did not contribute property, but bought shares. Accordingly, he, as the owner of securities, has the right to sell them to anyone who wants to buy them, but he does not have the right to demand that the company return to him the property (or its value) of the company. This provision prevents the risk of undermining the viability and capacity of the society when members leave.

Another difference between an LLC and a JSC is that in a joint-stock company there is always the possibility to alienate shares to third parties (not shareholders), and the charter of an LLC may contain a prohibition on the alienation of shares to third parties. In compensation for this restriction, as already noted, a participant in an LLC may, upon exit, demand the value of his share of the property from the company.

The Law of the Russian Federation "On Joint Stock Companies" quite seriously changed the legislation governing this form of organization.

On the one hand, the law thoroughly spells out the guarantees and mechanisms for protecting the rights of shareholders, regardless of the size of the block of shares they own. (For example, the right of a shareholder to sell his shares to the company if he disagrees with the decision of the general meeting, detailed regulation of the procedure for preparing and holding a general meeting, etc.)

On the other hand, measures are provided to protect the management of the organization from the interference of incompetent shareholders in solving private production issues, from the possibility of making decisions that bring momentary income and undermine the development of production. (For example, limiting the competence of the general meeting to a range of strategic issues, restrictions on the payment of dividends, consideration of a number of issues at the meeting only on the recommendation of the Board of Directors, etc.)

Production cooperatives

A production cooperative is a voluntary association of citizens (participation of legal entities is also allowed) 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).

As a rule, membership in a cooperative is based on personal labor, the payment of a property contribution determined by the charter, the equality of each member (each has only one vote), and the dependence of income on labor participation. Members of a cooperative are not entrepreneurs (as in partnerships).

Members of a cooperative bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by the law on production cooperatives and the charter of the cooperative (Article 107 of the Civil Code of the Russian Federation).

State and municipal unitary enterprises

The main feature of these forms is that they are not the owners of their property. State or municipalities transfer property to these enterprises on the right of economic management, i.e. with restrictions on the right to dispose (transfer, alienate) property. Therefore, when determining the status of these enterprises, their powers when concluding transactions, it is necessary to take into account the rules (norms) of Article 294-300 of the Civil Code of the Russian Federation, as well as the provisions of the Federal Law of the Russian Federation “On State and Municipal Unitary Enterprises”.

The term "unitary" in the name of these enterprises determines the indivisibility of their property, i.e. the complete absence of the possibility of dividing the authorized capital into shares, shares, etc. Therefore, it is impossible to take part, get a share in such an enterprise to other legal or natural persons. By the way, the term "authorized capital" in these enterprises has been transformed into "authorized capital" because the property is not alienated by the founder, is not transferred to ownership, but is given to economic management - to a certain "fund".

A state-owned unitary enterprise differs from its counterparts in that it is based on property that is in federal ownership, and in that the property is transferred to operational management, and not to economic management. It follows from this that the owner - the Russian Federation - is liable for the debts of the state-owned enterprise, while the owner of the state and municipal enterprise is not liable for its debts.

Unlike most commercial organizations, enterprises have a special rather than a general legal capacity. The consequence of this is that the owner of the property, approving the charter of the enterprise, establishes the goals of its creation and the subject of activity. Transactions that are concluded in violation of the subject of activity are void (Article 168 of the Civil Code of the Russian Federation).

By the way, it will be noted that an indication of the subject of activity in the constituent documents of commercial organizations with general legal capacity is not necessary, and the absence of such a list cannot serve as a basis for any restrictions on their economic independence.

Essential characteristics of organizational and legal forms of NON-PROFIT organizations

Public and religious associations

Citizens (and only they) have the right to organize public associations in various forms (organizations, institutions, movements, foundations, bodies of public amateur performance, unions of public associations) to meet any needs. These organizations are authorized to conduct entrepreneurial activities that correspond to the goals of the organization. Therefore, if there is a need to use this form for doing business, you should carefully formulate the goals of the organization in order to combine the subject of entrepreneurship with these goals.

Funds

The main difference of the fund from other forms is that the founders of the fund, after its establishment and registration, lose all rights to the fund and its property. The fund exists as if by itself and is managed by a board of trustees. The foundation can engage in entrepreneurship only through the business companies it creates.

Non-Profit Partnerships

Absolutely new form. The association of property of members is similar to a limited liability company, but members of the partnership have the right, upon withdrawal or exclusion from the partnership, to receive the contributed property or its value.

institution

An organization fully or partially financed by the founder - the owner of the property of the institution. The founder is liable for the obligations of the institution in case of insufficiency of the latter Money(not property). The founder can be both a citizen and a legal entity.

The law does not specify how many founders can be. The term "owner" is used. Therefore, a collective founder-owner (several owners owning shared or joint property) is not excluded.

Autonomous non-profit organization

A hybrid of a foundation and a non-profit partnership. There is no membership, property is not returned to the founders, management is carried out by an autonomous (independent of the founders) body. But he has the right to business.

Association (union)

This organization unites only legal entities. Association members bear subsidiary liability for its debts even for two years after leaving the association. Does not have the right to entrepreneurship.

consumer cooperative

The most familiar form to all (ZhSK, GSK, etc.). An exotic variety of her - consumer cooperation(a rudiment of “consumer unions”), which, in accordance with the Law of 1992, is a “society of shareholders”.

Members of the cooperative are annually obliged to cover the losses incurred by their contributions.

Homeowners associations

An analogue of a housing construction cooperative, but after the completion of construction. It is intended for the organization of communal provision of housing stock, which is in private ownership.

Consolidated comparison tables characteristics of organizations

General definition of commercial organizations:

organization - a legal entity;

the main goal is to make a profit;

the possibility of distributing profits among the participants.

Types of commercial organizations

A business partnerships

1. general partnership
2. partnership in faith

B Business companies

3. Limited
4. with additional responsibility
5. joint-stock closed and open

To production cooperatives

D State and municipal unitary enterprises

IN market economy one part of the national economy of the country belongs to citizens on the right of private property and is managed by them either individually or collectively, and the other part of the national economy is managed by organizations established by the government or local authorities. This predetermines a significant variety of organizational and legal forms of enterprises that have both certain advantages and disadvantages, which ultimately determine the existing last years trends in their structure (Table 1.1).

In accordance with the Civil Code of the Russian Federation, commercial enterprises in the form of economic partnerships and companies, production cooperatives and unitary enterprises can operate on the territory of Russia.

Business partnerships and companies are commercial organizations with authorized (reserve) capital divided into shares (contributions) of founders (participants). The property created at the expense of the contributions of the founders, as well as acquired and produced in the course of the activity of the partnership or company, belongs to it by the right of ownership. Business partnerships and companies have many common features, but their main difference is that a partnership is an association individuals, and society is an association of capitals.

Business partnerships - can be created in the form of a general partnership and a limited partnership (limited partnership). The main document defining the principles of activity of a business partnership is the memorandum of association. A contribution to the property of a business partnership may be money, securities, other things or property rights, or other rights having a monetary value.

Members of a business partnership have the right to participate in managing the affairs of the partnership, to take part in the activities of the partnership. The profit received is divided between the co-owners in proportion to the shares in the share capital. In the event of liquidation of the partnership, its participants receive part of the property remaining after settlements with creditors.

Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and (or) commercial organizations.

IN full partnership all participants are equal in their rights and obligations in the affairs of the enterprise created by them. If they fail, they risk their own property. General partners jointly and severally bear subsidiary liability. Joint and several liability means that everyone is responsible, regardless of who is sued. Subsidiary liability means that if the property of the partnership is not enough to pay off debts, the partners are liable with their personal property in proportion to the contributions. In the practice of Russian entrepreneurship, a general partnership is almost never found. This form is unpopular with entrepreneurs because it does not set limits on their liability for the partnership's debts. At the same time, the state does not provide any privileges for partnerships.

partnership in faith (limited partnership) is a partnership in which, along with participants engaged in 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. Contributors are entitled to a share of the profits in proportion to their contribution.

There are tax and credit benefits for partnerships abroad. They are widespread in agricultural sector, service sector (legal, auditing, consulting, medical, etc.), trade, public catering.

Business companies may be established in the form of a joint-stock company, a limited liability company or an additional liability company.

A limited liability company (LLC) 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; participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.

The supreme body of a limited liability company is the general meeting of its participants. For the current management of the company's activities, an executive body is created, which may also be elected from among its members.

A limited liability company is a type of capital pooling that does not require the mandatory personal participation of its members in the affairs of the company.

An additional liability company (ALC) differs from a limited liability company in that its members are liable for the obligations of the company with their property in an amount that is a multiple of the value of their contributions. In case of bankruptcy of one of the participants, its liability is distributed among the other participants. The difference between an ALC and a general partnership is that the amount of liability is limited (for example, by three times the amount of the contribution).

All of the above organizational and economic forms are typical for small enterprises. Large-scale industries require a different form of attracting capital, which would ensure the stable functioning of society. In most countries of the world, such enterprises are created in the form of a joint-stock company.

joint stock company (JSC) a company is recognized, the authorized capital of which 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, to the extent of the value of their shares.

A joint-stock company can be created open And closed type. A joint stock company whose members may alienate their shares without the consent of other shareholders is recognized as an open joint stock company (JSC). 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 (CJSC).

Table 1.1.

The authorized capital of a joint-stock company is made up of the nominal value of the shares of the company acquired by the shareholders. The shareholders cannot directly control the operations of the JSC. They elect a board of directors that manages the business activities of the JSC in order to generate profits for the benefit of the shareholders. Earnings per share is called dividend. The supreme governing body of a JSC is the general meeting of its shareholders.

Joint-stock companies appeared in Russia at the beginning of the 18th century. and, according to statistics, by 1911 the total number of joint-stock enterprises in industry and transport alone was 821. At the end of 1917 and the beginning of 1918, the development of joint-stock companies stopped, but since 1920 (with the introduction of the New Economic Policy), growth began again their number, and at the beginning of 1925 there were over 150 of them. The most important area was trade and commercial and industrial activity. In the late 1920s - early 1930s. joint-stock companies were liquidated or transformed into state associations. Only two joint-stock enterprises survived: Bank foreign trade USSR (created in 1924) and the All-Union Joint-Stock Company "Intourist" (organized in 1929). In 1973, the Ingosstrakh Insurance Joint Stock Company of the USSR was established.

Production cooperatives - these are voluntary associations of citizens for joint production or economic activities, based on the personal labor participation of members of the cooperative and the association of their property shares.

The main difference between a production cooperative and partnerships and societies is that it is based on a voluntary association of individuals - citizens who are not individual entrepreneurs, but participate in the activities of the cooperative through personal labor. Accordingly, each member of the cooperative has one vote in managing its affairs, regardless of the size of its property contribution. The profit received in the cooperative is distributed taking into account the labor participation of the members of the cooperative. There must be at least five members of the cooperative.

IN modern conditions V agriculture of the Russian Federation have been widely developed peasant (farm) households (hereinafter - K(F)X). According to the Federal Law of June 11, 2003 No. 74-FZ "On a Peasant (Farm) Economy", the right to create a K (F) X have capable citizens of the Russian Federation, foreign citizens and stateless persons.

C (F) X is an association of citizens related by kinship and (or) property, having property in common ownership and jointly carrying out production and other economic activities (production, processing, storage, transportation and sale of agricultural products), based on their personal participation . Members of K(F)X can be:

• - spouses, their parents, children, brothers, sisters, grandchildren, as well as grandparents of each of the spouses, but not more than from three families. Children, grandchildren, brothers and sisters of members of the farm may be accepted as members of the farm when they reach the age of sixteen;
• - citizens who are not related to the head of the farm.

The maximum number of such citizens cannot exceed five people.

K (F) X is considered to be created from the date of its state registration in the manner prescribed by the legislation of the Russian Federation. State registration of K (F) X is carried out in the manner established for the state registration of individuals as individual entrepreneurs. It should be noted that according to the Federal Law of December 25, 2012 No. 263-FZ "On Amendments to Article 23 of the Federal Law "On Peasant (Farming) Farming" for the period until January 1, 2021, K (F) Kh created as legal entities in accordance with the previous Law of the RSFSR dated November 22, 1990 No. 348-1 "On Peasant (Farming) Enterprises". After this period, they must undergo re-registration, choosing a suitable organizational and legal form for themselves.

The loss of the status of a legal entity by farmers is fraught with some problems. Thus, the farms, which are currently assigned the status of a legal entity, will be liquidated if they do not go through the re-registration procedure and are not assigned a different organizational and legal status. At the same time, farmers who have secured the status of individual entrepreneurs (IP) should be prepared for a number of problems - there will be difficulties in transferring their farm in case of old age, disability or illness, since the legislation does not provide for the procedure for transferring IP by inheritance. The owner will have to close his farm, after which his successor can open a new farm by re-registering it. In addition to the need for additional costs, this violates the principle of succession in the transfer of property from one generation to another. In addition, the owner of the farm, who is in the status of an individual entrepreneur, is liable for obligations with all his property, including personal. At the same time, the head and members of the K(F)X, having the status of a legal entity, are liable for obligations exclusively with their shares in this economy.

C(F)H must keep accounting records of their property, liabilities and business transactions in accordance with federal law dated December 6, 2011 No. 402-FZ "On Accounting". Recognition of income and expenses is carried out on a cash basis. Depending on the volume of accounting work, the head of the peasant farm may:

• - Establish an accounting service as a structural unit headed by a chief accountant;
• - introduce the position of an accountant;
• - transfer on a contractual basis accounting centralized accounting, specialized organization, specialist accountant;
• - personal accounting.

When conducting accounting in a K (F) H, the following requirement must be observed: the property that is the property of the KFH is accounted separately from the property of the family household, as well as other legal entities owned by the K (F) H. Only those operations that are related to the activities of K (F) X as a separate economic legal unit should be reflected in accounting.

• - keep accounting records without using double entry;
• - apply the method of double entry in accounting;
• - switch to a simplified system of organization and be exempted from the obligation to maintain accounting records in accordance with Chapter 26.2 of the Tax Code of the Russian Federation (hereinafter referred to as the Tax Code of the Russian Federation);
• - carry out activities without forming a legal entity and keep accounting records in accordance with the Procedure for Accounting for Income and Expenses and Business Transactions for Individual Entrepreneurs, which was approved by a joint order of the Ministry of Finance of Russia and the Ministry of Taxes of Russia of the Russian Federation of August 13, 2002 No. 86n / BG-3-04 / 430 .

In the shape of unitary enterprises only state and municipal enterprises can be created. A unitary enterprise has a number of features:

• 1) the founder remains the owner of the property, i.e. state; the property of a unitary enterprise is indivisible, i.e. under no circumstances can it be distributed among deposits, shares, shares, including among employees of a unitary enterprise;
• 2) the enterprise is headed by a sole manager who is appointed by the owner of the property.

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, that is, an enterprise operating on the basis of the right of economic management has greater independence in management. Despite some restrictions on the disposal of property, a unitary enterprise has great rights in the field of production and economic activities.

In table. 1.2 and 1.3 provides a description of each organizational and legal form of commercial organizations on various grounds.

The changes that have taken place in recent years in the structure of domestic agricultural organizations of various organizational and legal forms are presented in Table. 1.4.

According to the theory of organization, all types of economic entities are organizations that have General characteristics operating under uniform market laws and in a single legal field, they carry out a similar organizational and economic process of economic activity (Fig. 1.1), the main provisions of which are as follows:

• 1) an enterprise is a complex organization, a group of people whose activities are consciously coordinated to achieve a set goal;
• 2) the activity of the enterprise determines the availability of resources, their quantity and quality ( land resources, capital, work force, technology);
• 3) there is dependence on the external environment;
• 4) production efficiency is associated with the horizontal division (specialization) of labor - the division of all work into its constituent components: marketing, production, scientific and technical development, logistics, financial management and accounting, personnel management;
• 5) the need for a horizontal division of labor leads to the formation of various units - smaller organizations;
• 6) the need to harmonize and coordinate the main actions leads to the creation of management levels - the vertical division of labor.

Table 1.2.

Table 1.3.

* The founder of the enterprise approves and appoints its head, who is accountable to the founder.

Table 1.4.

Rice. 1.1.

In modern conditions, new trends have appeared in organization theory:

• 1) increased attention to the material and technological base modern production and provision of services. This is due to the increased role of labor productivity and product quality in competition, which predetermines the need for innovative development of production;
• 2) the introduction of various forms of democratization of management, the participation of ordinary workers in profits, the implementation of managerial functions, property;
• 3) activation of international competition, expansion of production cooperation, development of transnational corporations, etc.