Organizational and legal forms of legal entities. Course work on business law "organizational and legal forms of commercial enterprises in russia"

An enterprise is an independent economic entity created (established) in accordance with the current legislation to manufacture products, perform work or provide services in order to meet social 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 responsible with its property for obligations that arise in its relationship 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 contracts with legal entities and individuals;
• the enterprise has the right to be a plaintiff and a defendant in court;
• the company must have an independent balance sheet and timely submit the reports established by the state authorities;
• the enterprise must have its own name, containing an indication of its organizational and legal form.

Enterprises can be classified according to many criteria:

• by appointment finished products enterprises are divided into producing means of production and producing consumer goods;
• on the basis of technological commonality, an enterprise with continuous and discrete production processes is distinguished;
• based on the size of the enterprise, they are divided into large, medium and small;
• by 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.
• on the basis of activity distinguish between industrial enterprises, trade, transport and others.
• by forms of ownership, private enterprises, collective, state, municipal and joint ventures(enterprises with foreign investments).

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 societies, production cooperatives, state and municipal unitary enterprises.

Business partnerships and companies:

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

Full partnership. Its participants, in accordance with the agreement concluded between them, are engaged in entrepreneurial activity and are responsible for their obligations with property belonging to them, i.e. unlimited liability applies to participants in a full partnership. A participant in a full partnership, which is not its founder, is liable on an equal basis with other participants for obligations that arose before he entered the partnership. A participant who has retired from the partnership is liable for the partnership's obligations that arose before the time of its retirement, 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.

A partnership of faith. It is a partnership in which, along with participants who carry out entrepreneurial activity on behalf of the partnership and those responsible for the partnership's circumstances with their property, there are contributors (command dealers) who bear the risk of losses within the limits of their contributions and do not take part in the partnership's entrepreneurial activities.

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

Additional liability company. The peculiarity of such a society is that its participants bear subsidiary liability for the obligations of the society in the same multiple for all to the value of their contributions. All other provisions 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, the authorized capital of which is divided into a certain number of shares. The 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 limits of 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 society has the right to conduct an open subscription to the shares issued by them and their free sale under the conditions established by law. A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized as a closed joint stock company. Such a company is not entitled to conduct an open subscription to the shares issued by it.

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

• they use effective method mobilizing financial resources;
• dispersion of risk, because each shareholder runs the risk of losing only the money that he spent on the purchase of shares;
• participation of shareholders in the management of the company;
• shareholders' right to receive income (dividends);
• additional opportunities to stimulate staff.

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

State and municipal unitary enterprises. A unitary enterprise is a commercial organization that is not endowed with the ownership right to 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 fall 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 property of the owner within the limits established by law or other legal acts.

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

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

The procedure for 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 state registration of an enterprise, founders submit the following documents:

• an application for registration of an enterprise, drawn up in any form and signed
• founders of the enterprise;
• the memorandum of association for 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 to the account;
• certificate of payment of state fees;
• a document confirming the agreement of the antimonopoly authority for the establishment of an enterprise.

The founding 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 an enterprise must also contain information: the organizational and legal form of the enterprise, the name, location, the size of the authorized capital, the composition and procedure for distribution of 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 mailing specified in the receipt for payment of constituent documents. Refusal to register an enterprise may be made if the submitted documents do not comply with the law. The decision to refuse state registration can be appealed in court.

Termination 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 goal for which the enterprise was created;
• if the court recognizes the registration of the enterprise as invalid due to violations of the law or other legal acts committed during its creation, if these violations are irreparable;
• by a court decision, in case of carrying out activities without a proper permit (license) or activities prohibited by law, or with repeated or gross violation of the law or other legal acts;
• in the event that the enterprise is recognized 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 office information on opening or closing a current account. Interaction with the Federal Tax Service is generally mandatory at any stage of the business and should not be forgotten, since for failure to provide certain information and reports, fines are envisaged.

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

Read in our article:

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

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

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

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

For example, in an LLC or JSC, the business is managed by a general meeting of owners. Management issues are decided by the General Director - within the framework of the powers that are determined 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 stipulated during its creation.

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

Before registering a company, the founders decide what it is created for - to make a profit or for other purposes. If the choice is in favor of the financial component, then the organization will be classified as commercial. And if the main goal 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 which organizational 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 met quite often: for example, these are GSK, ZhSK, OVS.
2. Public and religious organizations. They represent an association of citizens in order to satisfy spiritual or other needs not related to the financial side of life (political, for example).
3. Foundations. 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 Real Estate Owners. TSN is based on the association of owners of apartments, summer cottages, land plots, other real estate that TSN members share.
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 functions of a non-commercial nature, and he also finances the organization. At the same time, the institution is the only type not commercial organizations possessing 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 communities of indigenous peoples of the peoples of the Russian Federation of small numbers.

Organizational and legal forms of commercial enterprises: what is it

Commercial forms:

1. Business partnerships. There are both full partnerships and faith-based partnerships. They differ in the degree of responsibility of the participants. The form is not very popular.
2. Production cooperatives. It is a voluntary association of citizens based on membership and share contributions.
3. Business partnerships. Their work is regulated by a separate one. 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... Based on their personal participation in business and property contributions.
5. Business companies. This is the most popular option for commercial organizations. Presented in the form of limited liability companies (LLC) and joint stock companies (JSC).

If a citizen wants to study commercial activities, but without the formation of a legal entity, he has the right to register an individual entrepreneur. This is another popular form of doing business. V All-Russian classifier of organizational and legal forms (OKOP), the individual entrepreneur 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 entities,
• conduct commercial activities,
• make a profit.

The capital of an 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 created quickly. This form requires less financial costs for maintenance than AO.

What are the main features of JSC

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

What are the pros and cons of IP

The main advantages of being an individual entrepreneur:

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

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

How to choose a business form for your business

Before choosing the organizational and legal form for his enterprise, the manager needs to answer the following questions:

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

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. It is faster and easier to register individual entrepreneurs, and the 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. An LLC is not responsible for the obligations of the founders, and the founders are not responsible for the obligations of the LLC (except for cases of subsidiary liability, which are provided for in the law - for example, in bankruptcy). But you will have to pay maximum fines, and the maintenance of an LLC requires funds.

The type of business organization you choose depends on:

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

Legal entity is recognized organization, which has detached property and answers them according to his own obligations, maybe in one's own name acquire and carry out civil rights and carry civic obligations, be plaintiff and the defendant in a court.

The legal entity must be registered under its brand name in unified state register of legal entities in one of the organizational and legal forms (OPF) provided for by the Civil Code of the Russian Federation. The legal capacity of a legal entity arises from the moment information about its creation is entered into the specified register and terminates at the time information about its termination is entered into the specified register.

central bank Russian Federation(Bank of Russia) has a special status. Its legal status is determined by the Constitution of the Russian Federation and the law on the Central Bank of the Russian Federation.

Organizational and legal form(OPF) is a form of organization of entrepreneurial activity, enshrined in a legal manner.

OPF defines:

Responsibility for obligations;

The right (authority) of transactions on behalf of a legal entity;

Management structure;

Other features of economic activity.

Depending on the main purpose of the activity, legal entities are divided into commercial organizations(pursuing profit-making as such) and non-profit organizations(not having profit making as such a goal and not distributing the received profit among the participants). Profit in commercial organization can be distributed among the participants in accordance with its charter and is one of the sources of their personal income. Non-profit organizations can carry out income-generating activities, if provided for by their statutes, only insofar as it serves to achieve the goals for which they were created, and if it is consistent with such goals.

In turn, both commercial and non-commercial organizations, by nature legal relationship between a legal entity and its founders, are divided into corporate and unitary.

Corporations - these are legal entities, the founders (participants) of which have the right to participate (membership) in them. Moreover, the founders lose ownership on their deposits in a legal entity, but acquire corporate rights and the ownership is transferred to the legal entity.

Unitary are legal entities whose founders do not become their participants and do not acquire membership rights in them. At the same time, the founders retain ownership of their contributions to the legal entity they organize, and the latter does not have ownership rights to these contributions.

Ownership belongs to the category property rights, according to which legal authority over a thing is determined.

Distinguish the following types of property rights:

Ownership (possession);

property rights of non-owners:

The right to full economic control;

The right to operational management of property;

- (recognized by law the right of limited use of someone else's property, object).

The right to permanent (unlimited) use of a land plot;

The right to life-long inheritable land ownership.

Corporate right is the right to accept management decision regarding a legal entity.

Kinds corporate rights:

Rights associated with participation in the management of the affairs of a corporation;

Rights related to exercising control over the activities of the governing bodies of the corporation and its financial and economic condition;

Rights related to the distribution of the profits of a corporation or part of its property in the event of its liquidation.

The supreme body of the corporation is the general meeting of its members.

The exclusive competence of the general meeting includes:

Determination of the priority directions of the corporation's activities, the principles of education and the use of its property;

Approval and amendment of the charter of the corporation;

Determination of the procedure for admission to the membership of the corporation and exclusion from the number of its participants;

Formation of other bodies of the corporation and early termination of their powers;

Approval of annual reports and accounting (financial) statements of the corporation;

Making decisions on the creation of other legal entities by the corporation, on the participation of the corporation in other legal entities, on the creation of branches and on the opening of representative offices of the corporation;

Making decisions on the reorganization and liquidation of the corporation, on the appointment of a liquidation commission (liquidator) and on the approval of the liquidation balance sheet;

Election of an audit commission (auditor) and appointment of an auditing organization or an individual auditor of the corporation.

A single executive body (director, general director, chairman, etc.) is formed in the corporation. The charter of the corporation may provide for the granting of the powers of the sole executive body to several persons acting jointly, or the formation of several sole executive bodies acting independently of each other. As the sole executive body of a corporation, it can act as individual and a legal entity.

Commercial corporate organizations can be created in the following OPF: business partnerships, business companies, economic partnerships, production cooperatives, peasant (farming) households.

Business partnerships and companies recognized corporate commercial organizations with the authorized (pooled) capital divided into shares (contributions) of the founders (participants). The property created at the expense of the contributions of the founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs to it by right of ownership.

Business partnerships can be created in the organizational and legal form of a full partnership or limited partnership (limited partnership), and business companies - in the organizational and legal form of a joint stock company or limited liability company. The contribution of a participant in a business partnership or company to his property may be cash, things, shares (shares) in the authorized (share) capitals of other business partnerships and companies, state and municipal bonds. Such a contribution can also be exclusive, other intellectual rights and rights under license agreements subject to monetary evaluation by an independent expert.

Individual entrepreneurs and commercial organizations can be participants in general partnerships and general partners in limited partnerships. Citizens and legal entities, as well as public legal entities (Russian Federation, constituent entities of the Russian Federation, municipalities) represented by their institutions can be participants in business entities and investors in limited partnerships.

In turn, business entities are subdivided into public and non-public... A public company is a joint-stock company, the shares of which and the securities of which, convertible into its shares, are publicly placed (by open subscription) or publicly traded under the conditions established by the laws on securities. The rules on public companies also apply to joint stock companies, the articles of association and company name of which contain an indication that the company is public. Limited liability companies and other joint stock companies are recognized as non-public.

The minimum size of the authorized capital of business entities is determined by the laws on business entities. When paying for the authorized capital of a business entity, funds must be deposited in an amount not lower than the minimum amount of the authorized capital. Monetary valuation non-monetary contribution to the authorized capital of a business entity must be carried out by an independent appraiser. The founders of a business company are obliged to pay at least three quarters of its charter capital prior to the state registration of the company, and the rest of the charter capital of the business company - during the first year of the company's activity.

Participants of a business company or some of them have the right to conclude an agreement between themselves on the exercise of their corporate rights (corporate agreement), in accordance with which they undertake to exercise these rights in a certain way or to refrain (refuse) from exercising them. A corporate agreement is not an integral part of the charter of a business company. It is concluded in writing by drawing up one document signed by the parties.

The participants of the business company that have entered into a corporate agreement are obliged to notify the other participants of the fact of the conclusion of the corporate agreement, while its content is not required to be disclosed. In the event of failure to fulfill this obligation, the members of the company who are not parties to the corporate agreement have the right to demand compensation for the losses caused by them. Unless otherwise provided by law, information on the content of the corporate agreement concluded by the participants of a non-public company is not subject to disclosure and is confidential.

Business partnerships and companies of one type may be transformed into business partnerships and companies of another type or into production cooperatives by decision of the general meeting of participants in accordance with legislation.

Business partnerships - it corporate uniform commercial organizations in which the participants (founders) are related to each other as pooled capital and direct participation in joint business activities.

Business partnerships are created in the following forms:

Full partnership;

A partnership of faith.

Full partnership(PT) - this is a partnership, the participants of which (general partners) are engaged in entrepreneurial activities in accordance with the concluded between them treaty and are responsible for the obligations of the partnership to all property belonging to them (with the exception of the property of citizens, which, in accordance with the law, cannot be foreclosed). A person (legal, physical) can be a member of only one PT.

A general partnership is created and operates on the basis of articles of association(there is no charter), which is signed by all its participants.

The firm name of the partnership, containing either the names (names) of all its participants and the words "full partnership", or the name (name) of one or more participants with the addition of the words "and company" and the words "full partnership";

Conditions on the size and composition of the contributed capital (SK) of the partnership; on the size and procedure for changing the shares of each of the participants in the UK; on the size, composition, timing and procedure for making contributions by them; on the liability of participants for violation of obligations to make contributions;

Management of the PT activity is carried out by the general agreement of all participants, that is, for each transaction, the consent of all participants is required. The agreement also makes it possible to resolve certain issues of management by a majority vote or conduct business by one (or several) participants by power of attorney.

Limited partnership (limited partnership)- a partnership, in which two categories of participants are distinguished:

- complete companions (complements) who carry out entrepreneurial activities on behalf of the partnership and bear full responsibility for the obligations of the partnership with all their property; their position is identical to that of participants in a general partnership;

- depositors (limited partners)(at least one and not more than twenty) who bear the risk of losses associated with the activities of the partnership within the amount of their contributions to the property of the partnership and do not take part in the partnership's entrepreneurial activities.

A person can be a general partner in only one limited partnership. One and the same person cannot simultaneously be a full partner in a limited partnership and a participant in a full partnership.

A limited partnership, like a general partnership, is created and operates on the basis of a memorandum of association, which is signed by all general partners (investors do not sign).

It includes the following provisions:

The firm name of the partnership, containing either the names (names) of all general partners * and the words "limited partnership" or "limited partnership", or the name (name) of at least one full partner with the addition of the words "and company" and the words "partnership on faith "or" limited partnership ";

Information about the location of the partnership;

Conditions on the size and composition of the SC of the partnership; on the size and procedure for changing the shares of each of the general partners in the contributed capital; on the size, composition, timing and procedure for making contributions by them, their responsibility for violation of obligations to make contributions; on the aggregate amount of deposits made by depositors.

Conditions and procedure for distribution of profits and losses, which are usually distributed in proportion to the shares of participants.

Differences in responsibility also determine differences in rights participants:

General partners carry out entrepreneurial activities, their rights and responsibilities correspond to the position of participants in a full partnership;

Investors are not entitled to participate in the management and conduct of the partnership's affairs, they are not entitled to challenge the decisions of the general partners.

Their duties are to make a timely contribution to the UK, as evidenced by a certificate, but they have the right to:

Receive part of the profit in accordance with your share in the IC;

Get acquainted with the annual reports and balance sheets of the partnership;

Leave the partnership at the end of the financial year with the receipt of your contribution;

Transfer his share or part of it to another investor or a third party ** (the investor enjoys the preemptive right to purchase the share).

Liquidation a business partnership is possible by a decision of the general meeting, by a court decision, and also if less than one full partner or one investor remains in the partnership. Moreover, if in full partnership there is only one participant left, then he has the right, within six months from the moment when he became the only participant in the partnership, to transform such a partnership into a business company.

Fellowship on Faith it is liquidated upon disposal of all contributors who participated in it. However, general partners have the right, instead of liquidation, to transform a limited partnership into a full partnership. A limited partnership shall also be liquidated on the grounds of liquidation of a full partnership. However, a limited partnership is maintained if at least one person remains in it. complete friend and one contributor.

In the event of liquidation of a limited partnership, including in the event of bankruptcy, depositors have a preferential right over general partners to receive contributions from the property of the partnership remaining after the claims of its creditors have been satisfied.

Business companies is a corporate form of commercial organizations in which the founders are related to each other pooled capital.

The essential features of business entities as a form of doing business include:

The founders of a society may not be directly involved in the affairs of the society;

Members of one company can simultaneously participate in property contributions in other companies;

The participants (founders) of the company are not liable for the obligations of the company and bear the risk of losses within the amount of their contributions to the authorized capital of the company.

Business companies can be created in the following forms:

Limited Liability Company;

Joint-stock company.

Limited Liability Company (LLC) - is a business company established by one person or several persons, the authorized capital of which is divided into shares; the participants of the LLC are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of their shares. The firm name of an LLC must contain the name of the company and the words "limited liability". The number of LLC participants should not exceed fifty... Otherwise, it is subject to transformation into a joint-stock company within a year, and after this period - liquidation in court, if the number of its participants does not decrease to the specified limit.

To organize joint activities for the establishment of an LLC, the founders conclude among themselves limited liability company agreement(not to be confused with the memorandum of association). It defines the procedure for their actions when establishing a company, the size of the authorized capital (CC) of the company, the size of their shares in the charter capital of the company and other conditions established by the law on LLC. An agreement on the establishment of an LLC is concluded in writing.

The constituent document of the LLC is its charter... It must contain information about the firm name of the company and its location, the size of its authorized capital, the composition and competence of its bodies, the procedure for making decisions (including decisions on issues taken unanimously or by a qualified majority) and other information provided for by the law on LLC ...

The authorized capital of an LLC determines the minimum size of its property, which guarantees the interests of its creditors. It is made up of the par value of the shares of its participants. Its size must be at least 10,000 rubles. The term for the founders to pay their shares in the charter capital is determined by the agreement on the establishment of the LLC, but no more than four months from the date of state registration of the company.

The supreme governing body of the LLC is the general meeting of participants.

To his competence relate:

Determination of the main directions of the company's activities, as well as making decisions on participation in associations and other unions of commercial organizations;

Changes in the charter and the size of the charter capital;

Formation of executive bodies of the company * and early termination of their powers;

Election and early termination of the powers of the audit commission (auditor) of the company;

Approval of annual reports and annual balance sheets;

Deciding on allocation net profit society between the participants in the society;

Approval of documents regulating internal activities society;

Decision-making on the placement of bonds and other equity securities by the company;

Appointment of an audit, approval of the auditor and determination of the amount of payment for his services;

Making a decision on the reorganization or liquidation of the company;

Appointment of a liquidation commission and approval of liquidation balance sheets.

The advantages of an LLC as a form of doing business include the small size of the charter capital (the minimum size of the charter capital is 10,000 rubles), the limited liability of its participants for the company's obligations, as well as minimum requirements to the number of members of the company (from one to fifty people). It should also be noted the simplified procedure for amending the charter of the company, as well as referring the LLC to non-public commercial organizations.

Joint Stock Company (JSC). The legal status of a joint stock company and the rights and obligations of shareholders are determined in accordance with the Civil Code of the Russian Federation and the Federal Law of the Russian Federation “On Joint Stock Companies”. According to the Civil Code of the Russian Federation “Joint-stock company is a business company, the authorized capital of which is divided into a certain number of shares; the participants of the joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of their shares. "

As it was defined (p. 24), business companies are divided into public and non-public. The Civil Code of the Russian Federation abolished the definitions of an open joint stock company (OJSC) and a closed joint stock company (CJSC). To maintain continuity in the legislation and ensure consistency of the Civil Code of the Russian Federation and the Federal Law of the Russian Federation "On Joint Stock Companies", the last Federal Law of July 21, 2014 No. 218-FZ introduced clause 1.1, which determines that "The provisions of this Federal law on open joint stock companies are applied to public joint stock companies in the part that does not contradict the Civil Code of the Russian Federation (as amended by the Federal Law of May 5, 2014 No. 99-FZ "On Amending Chapter 4 of Part One of the Civil Code of the Russian Federation and on invalidating certain provisions of the legislative acts of the Russian Federation ")".

The main features of the publicity of a JSC include:

The right to publicly place (by open subscription) shares and securities convertible into its shares, which can be publicly traded under the conditions established by the laws on securities, from the date of entry into the unified state register of legal entities of information about the company's corporate name, containing an indication of that that such a society is public;

The presence of a collegial management body of the company, the number of members of which cannot be less than five;

The maintenance of the register of shareholders of the company and the performance of the functions of the counting commission are carried out by an independent organization that has a license provided by law;

The inadmissibility of limiting the number of shares owned by one shareholder, their total par value, as well as the maximum number of votes given to one shareholder.

The minimum authorized capital of a public JSC is 1000 minimum wages (minimum wages).

The advantages of joint-stock companies include the possibility of attracting additional investments by issuing shares, as well as reducing the entrepreneurial risk for its participants (shareholders) in comparison with other OPF.

Creation of JSC. A company can be created by re-establishment and by reorganization of an existing legal entity (merger, division, separation, transformation). The company is considered to be created from the moment of its state registration.

The creation of a company through establishment is carried out by decision of the founders (founder). The decision to found a company is made by the constituent assembly. In the event of the foundation of a company by one person, the decision on its foundation is made by this person alone. The founders of the company conclude between themselves a written agreement on its creation, which is not a constituent document.

The company's charter is a constituent document and contains the following information:

Full and abbreviated brand name;

Location of the company;

Type of society (open or closed);

The number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company;

Shareholder rights for each category of shares;

The size of the authorized capital;

The structure and competence of the management bodies of the company and the procedure for making decisions by them;

Procedure for holding a general meeting of shareholders.

Changes and additions to the charter are made by decision of the general meeting of shareholders. The increase in the size of the charter capital is carried out either by increasing the par value of shares, or by placing an additional number of shares.

The authorized capital of the company is determined by the sum of the par value of all the shares of the company acquired by the shareholders.

A JSC can issue (place) shares of two categories - ordinary (common) and preferred shares. Owners common shares may participate in the meeting of shareholders with a decisive vote on all issues of production and economic activities of the company, have the right to receive dividends, as well as part of the property - upon liquidation of the company. Owners preferred shares are deprived of the decisive vote at a meeting of shareholders, except for the issues of reorganization and liquidation of the company, restrictions on the rights of shareholders or other issues that infringe on their rights, but have preemptive right in the receipt of dividends and distribution of the property of the company during its liquidation.

In particular, preferred shares establish the payment of certain dividends based on the results of production and economic activities of the company (in a certain amount, as a percentage of the share par value, or in another order). If the company does not fulfill its obligations to ensure the rights of owners of preferred shares, these shares become voting shares. The total number of preferred shares cannot exceed 25% of the total number of the company's shares (or their par value must not exceed 25% of the authorized capital).

The charter of a JSC may determine the procedure for converting preferred shares into ordinary shares or shares of another type.

A JSC has the right to issue bonds for an amount not exceeding the size of the charter capital or the amount of collateral provided by third parties.

A bond is a security that certifies the owner's right to demand its redemption (payment of the par value or par value and interest) within a specified time frame. The terms and conditions of maturity are determined when the bond is issued.

Bonds can be registered or bearer... The issue of a bond is possible only in case of full payment of the Criminal Code. Repayment is made either in money or other property, and maturity dates are either in series or in a lump sum.

Governing bodies of JSC. The supreme governing body of a joint stock company is the shareholders' meeting.

Competence of the general meeting:

Changes to the charter;

Reorganization and liquidation of the company;

Determination of the size of the board of directors (supervisory board), election of its members and early termination of powers;

Determination of the maximum number of authorized shares;

Changes in the authorized capital;

Formation of the executive body, early termination of its powers;

Approval of annual reports;

A number of other questions.

Board of Directors (Supervisory Board). Carries out general management of the activities of the JSC, except for issues falling within the competence of the general meeting of the JSC.

Exceptional competencies:

Determination of the priority directions of activity of the JSC;

Convocation of annual and extraordinary general meetings of shareholders;

Placement of bonds and other securities of the company;

Determination of the market value of the property;

Approval of internal documents of JSC;

Conclusion of major transactions;

Formation of the executive body of the JSC and early termination of its powers.

Executive body of JSC. Management current activities JSC is carried out in the following forms:

Director ( director general) as the sole executive body;

The director (general director) and the board (directorate) as a collegial body, moreover, the competence of each body is determined by the charter, and the director performs the functions of the chairman of the board;

Competence of the executive body(IO) includes all matters of management of day-to-day operations, except for matters related to the exclusive competence of the general meeting and the board of directors.

The rights and obligations of the Oncological Institute are determined by law, other legal acts, agreement. The agreement can be terminated at any time by decision of the general meeting or the board of directors, if the charter establishes the appropriate powers of the board.

The executive body of the company:

Represents the interests of JSC;

Conducts transactions (the charter may establish the maximum size of transactions concluded without agreement with the board of directors);

Approves the staffing table;

Issues orders.

Members of the executive body must act in the interests of the JSC, in good faith and reasonably, and are liable to the JSC for losses caused by their actions (inaction).

A joint-stock company or a shareholder holding at least 1% of the outstanding ordinary shares can apply to the court with a claim against persons belonging to the management bodies of a JSC.

Liquidation of JSC. A joint stock company can be reorganized or liquidated voluntarily by decision of the general meeting of shareholders. Other grounds and procedure for the reorganization and liquidation of a joint stock company are determined by the Civil Code of the Russian Federation and other laws.

Business partnership- a commercial organization created by two or more persons, in the management of the activities of which the participants in the partnership participate, as well as other persons within the limits and to the extent stipulated by the partnership management agreement.

The procedure for creating and operating an economic partnership is determined by the Federal Law "On Economic Partnerships" dated 03.12.2011 No. 380-FZ.

Production cooperative ( PC) orartel - voluntary association of citizens for joint production or other economic activities (production, processing, sale of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and the association of its members (participants ) property shares.

The legal status of a production cooperative, as well as the rights and obligations of its members, are determined by the Civil Code of the Russian Federation and the Federal Law of the Russian Federation "On Production Cooperatives", as well as the Federal Law of the Russian Federation "On Agricultural Cooperation".

According to the current legislation, the only constituent document of the PC is its charter. The property of a PC is divided into shares of its members. Profit is distributed in accordance with the labor participation of its members, unless otherwise provided by law or by-laws.

The number of PC members is at least five. At the same time, a legal entity can act as a member of the cooperative, but its share should not exceed 25%.

The PK is responsible for its obligations with all property belonging to it, and is not responsible for the obligations of its members. Levy of execution on a share of a member of a cooperative for his personal debts is allowed only if there is a lack of other property to cover such debts in the manner prescribed by the charter of the cooperative. The collection for the personal debts of a member of the cooperative cannot be levied on the indivisible fund of the cooperative.

The controls can only include members of the PC. A member of the cooperative has the right to leave the PC. In this case, he is paid the value of the share or issued property in the amount of the value of the share. Payments are made at the end of the year.

A production cooperative can be liquidated, reorganized or transformed into a business partnership or society.

Peasant (farm) farm, created as a legal entity, is a voluntary association of citizens on the basis of membership for joint production or other economic activities in the field of agriculture, based on their personal participation and the pooling of property contributions. The property of the peasant (farm) economy belongs to him on the basis of the right of ownership. Participants of a peasant (farm) economy shall bear subsidiary responsibility for its obligations. A citizen can be a member of only one peasant (farm) economy, created as a legal entity. The peculiarities of the legal status of such an economy are determined by law.

The creation of a peasant (farm) economy does not imply the abandonment of production or other economic activities in the field of agriculture without the formation of a legal entity as individual entrepreneur.

State and municipal unitary enterprises.

Unitary enterprise a commercial organization is recognized that is not endowed with the ownership right to the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed by contributions (shares, shares), including among the employees of the enterprise.

In the organizational and legal form, unitary enterprises operate state and municipal enterprises... In the cases and in the manner provided for by the law on state and municipal unitary enterprises, a unitary state-owned enterprise (state-owned enterprise) may be created on the basis of state or municipal property.

The property of a state or municipal unitary enterprise is in state or municipal ownership and belongs to such an enterprise on the right economic management or operational management.

The constituent document of a unitary enterprise is its charter, approved by the authorized government agency or body local government... The charter of a unitary enterprise must contain information about its corporate name and location, subject matter and purposes of its activities. The charter of a unitary enterprise, which is not a state-owned enterprise, must also contain information on the size of the authorized capital of the unitary enterprise.

The body of a unitary enterprise is the head of the enterprise, who is appointed by the body authorized by the owner and is accountable to him.

A unitary enterprise is responsible for its obligations with all property belonging to it.

Establishment decision federal state enterprise adopted by the Government of the Russian Federation or federal executive bodies in accordance with acts defining the competence of such bodies.

Establishment decision a state enterprise of a constituent entity of the Russian Federation or municipal enterprise adopted by the authorized body of state power of a constituent entity of the Russian Federation or by a local self-government body in accordance with acts defining the competence of such bodies.

Property owner, under economic jurisdiction, in accordance with the law, decides the issues of creating an enterprise, determining the subject
and the goals of its activities, its reorganization and liquidation; appoints the director (head) of the enterprise; monitors the intended use and safety of the property belonging to the enterprise.

The owner has the right to receive part of the profit from the use of the property that is in the economic jurisdiction of the enterprise.

The owner is not liable for the obligations of the enterprise.

An enterprise is not entitled to sell real estate belonging to it on the basis of the right of economic management, lease it, pledge it, make a contribution to the authorized (joint-stock) capital of economic companies and partnerships, or otherwise dispose of this property without the consent of the owner.

The rest of the property belonging to the enterprise, it disposes of independently, except for cases established by law or other legal acts.

Federal state enterprise established by the decision of the Government of the Russian Federation.

State enterprise of the constituent entity of the Russian Federation established by a decision of a government body of a constituent entity of the Russian Federation, which, in accordance with the acts defining the status of this body, is granted the right to make such a decision.

Municipal government enterprise is established by a decision of a local self-government body, which, in accordance with the acts defining the status of this body, is given the right to make such a decision.

The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient.

A state-owned enterprise, in accordance with the goals of its activities, the tasks of the owner and the purpose of using the property, realizes the rights of ownership, use and disposal of its property complex... The owner of the property assigned to the state-owned enterprise has the right to withdraw excess, unused or misused property and dispose of it at his own discretion.

A state-owned enterprise has the right to alienate or otherwise dispose of the property assigned to it only with the consent of the owner of this property.

A state-owned enterprise independently sells its products, unless otherwise provided by law or other legal acts. The procedure for the distribution of income of a state-owned enterprise is determined by its owner.

Forms of transformation of legal entities.

The transformation of legal entities can be carried out in the following forms:

An association;

Separation;

Allocation;

Conversion to a different organizational and legal form.

Consolidation of legal entities carried out by mergers or accession. The motives for unification can be:

Expansion of capital;

Pooling of resources in order to concentrate and increase the efficiency of their use;

Expansion of sales markets;

Improving management by increasing the coordination of joint activities and attracting qualified managers;

Elimination of competition (vertical integration).

Merger of societies - the emergence of a new society by transferring to it all the rights and obligations of two or more societies with the termination of the activities of the latter. The merger agreement defines the procedure for the conversion of shares in the companies that are being merged. At the same time, the charter of the new company is adopted.

Affiliation of the company - termination of the activities of one or several companies with the transfer of all rights and obligations to another company. The merger agreement determines the procedure for converting shares of the merged companies, and amendments are made to the charter.

Division of society - termination of the company's activities with the transfer of all its rights and obligations to the newly created companies. The general meeting of shareholders makes decisions on the procedure for converting the company's shares, the distribution of rights and obligations in accordance with the separation balance sheet.

Separation can be carried out for the following reasons:

Improvement of the management system (decentralization of management, reduction of the central administrative apparatus);

Changing the profile of activities and entering new markets;

Creation of small businesses (with the receipt of relevant benefits and advantages);

Management conflicts (among major shareholders and founders);

Separation of property from business activities.

Singling out society - the creation of one company or several companies with the transfer of part of the rights and obligations of the reorganized company to them without termination of the activity of the latter.

Transformation of society - a joint stock company has the right to be transformed into a limited liability company or production cooperative, to which all the rights and obligations of the reorganized company are transferred in accordance with the deed of transfer.

Liquidation of society can occur voluntarily or by court order. The liquidation commission decides on all issues on the termination of the company's activities, including the publication in the press of a notice on the liquidation of the company, the procedure and terms for filing claims of its creditors. The property remaining after settlements with creditors is distributed by the liquidation commission among the shareholders.

Non-profit organization is a legal entity, not having the main purpose of making a profit and not distributing the profit received between the participants, carrying out entrepreneurial activities to achieve the goals for which it was created.

Civil Code of the Russian Federation determines non-profit corporate organizations and non-profit unitary organizations... Scroll non-profit organizations is comprehensive, which excludes the possibility of applying regional legislation for the establishment of non-profit organizations at the regional level. The procedure for the creation and operation of non-commercial organizations is also determined by the Civil Code of the Russian Federation.

Commercial organizations - organizations, the main purpose of which is to make a profit and distribute it among the participants

Commercial organizations:

• 1. Business partnership:
  • - Full partnership
  • - Limited partnership (limited)
• 2. Business company:
  • - Open Joint Stock Company (OJSC)
  • - Closed Joint Stock Company (CJSC)
  • - Limited Liability Company (LLC)
  • - Additional Liability Company (ALC)
  • - Subsidiary business company (DRL)
• 3. Production cooperative:
  • - Agricultural artel (collective farm) SPK
  • - Fishing artel (collective farm) RPK
  • - Cooperative farm (cooperative farm) SKH
• 4. State municipal (unitary) enterprises:
  • - State (treasury) enterprise GKP
  • - Municipal enterprise

Business partnerships and companies are commercial organizations with authorized (joint) capital divided into shares (contributions) of founders (participants). The property of such partnerships, convened at the expense of contributions, produced and acquired in the course of the business partnership, belongs to them by right of ownership.

Business partnership

A general partnership is an association of two or more persons, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership.

The participants in a full partnership jointly bear additional (subsidiary) liability with their property for the obligations of the partnership. This means that the responsibility of all participants is proportional to the size of their contribution. So, if the property of the partnership is not enough to pay off debts, then the partners are responsible with their personally owned property, in proportion to the contributions made to the organization. A person can be a member of only one full partnership. The number of participants is not limited. A general partnership is created and operates on the basis of a memorandum of association, which is signed by all of its participants. If, as a result of losses incurred by the partnership, the value of its net assets becomes less than the amount of its contributed capital, the profit received by the partnership is not distributed among the participants until the value of net assets exceeds the amount of the contributed capital.

By the time of registration of a full partnership, each participant is obliged to make at least half of his contribution to the joint capital of the partnership. The rest must be contributed by the participant within the time frame established by the memorandum of association. In case of failure to fulfill this obligation, the participant is obliged to pay the partnership 10% per annum from the unpaid part of the contribution and compensate for the losses caused, unless otherwise specified in the memorandum of association.

Providing for the possibility of a participant's withdrawal from a full partnership, he is required to declare his refusal to participate in the partnership at least six months before the actual withdrawal. An agreement between the participants in the partnership on the waiver of the right to withdraw from the partnership is null and void. Further, the participant who has retired from the partnership is paid the value of a part of the property corresponding to his share in the contributed capital, and by agreement with him, it is possible to issue the property in kind. At the same time, the shares of other participants are increasing. According to the legislation, a participant in a partnership has the right to transfer his share or part of it in the pooled capital to another participant or a third party, subject to the consent of all members of the partnership.

A general partnership is liquidated in the event that the only participant remains in it (except for the rules of liquidation of legal entities in accordance with the Civil Code of the Russian Federation). Such a participant has the right, within six months, to transform such a partnership into a business company in the manner prescribed by the Code.

A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for the partnership's obligations with their property, there is one or more contributing participants (limited partners) who bear the risk of losses associated with the activities of the partnership , within the limits of the amounts of their contributions and do not take part in the implementation of the partnership of entrepreneurial activity.

In a limited partnership, along with general comrades, the so-called limited partners take part in the formation of the contributed capital, i.e. investors who do not participate in business activities, but receive profit and bear the risk of losses within the amount of the contribution made. This form allows attracting additional capital from persons interested in the profitable placement of their free funds. The contribution can be made not only in cash, but also in the form of the provision of premises, Vehicle and in another way. This form expands the economic base of the partnership, allows you to accumulate funds for major business activities. A person can be a general partner in only one limited partnership. A participant in a full partnership cannot be a full partner in a limited partnership. It is created and operates on the basis of the memorandum of association, which is signed by all general partners.

A limited partnership shall be liquidated upon retirement of all contributors who participated in it. However, general partners have the right, instead of liquidation, to transform a limited partnership into a full partnership.

Economical society:

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

A joint stock company, from the point of view of an individual entrepreneur, is the optimal form of organizational and legal registration of entrepreneurial activity. It can be created by one person or consist of one person if one shareholder acquires all the shares of the company.

Shareholders are entitled to a share of the income of the joint-stock company. The part of the profit paid to the owner of the share is called a dividend. The part that is not paid as dividends is called retained earnings.

According to the law, a joint-stock company cannot have a business company consisting of one person as the only participant.

Types of joint stock companies:

• - open (OJSC)
• - closed (JSC)

Open Joint Stock Company (OJSC)

An open joint stock company is a joint stock company, the members of which can freely sell and buy shares of the company without the consent of other shareholders. It can conduct an open subscription to the shares it issues, which can be freely traded on the stock market. This implies the complete openness of society and careful control over its activities, therefore it is obliged to publish annually for the general information:

• - annual report;
• - balance sheet;
• - profit and loss account;

and attract annually professional auditor to check and confirm the annual financial statements.

The supreme governing body in a JSC is the general meeting of shareholders. The competence of the general meeting is:

• - changing the charter of the company
• - change in the size of the authorized capital
• - approval of annual reports and balance sheets, distribution of profits and losses
• - formation of executive bodies and early termination of their powers
• - decision on reorganization or liquidation of the company
• - election of the audit commission
• - solution of other issues

If the number of shareholders exceeds 50, then the Board of Directors (Supervisory Board) is created. Its competence is determined by the charter of the joint-stock company.

The executive body of a JSC can be collegial (board, directorate) and / or sole (director, general director). He carries out the day-to-day management of the company's activities and reports to the Board of Directors and the general meeting of shareholders. JSC, as well as JSC, is a fairly popular form of entrepreneurship both in Russia and around the world. As a rule, open joint stock companies are large companies.

Closed Joint Stock Company (CJSC)

A closed joint-stock company is a company whose shares are distributed only among its founders (among a predetermined circle of persons), when the form of open subscription to the shares issued by the company is not used and they cannot be freely sold and bought on the stock market.

A potential buyer cannot simply instruct their broker to purchase a certain number of shares. Initially, the shares of such a company are distributed privately, and shareholders can only dispose of them with the consent of the company. This limitation in finance is a major determinant of the size of companies, which tend to be small and medium-sized.

The number of CJSC members cannot exceed 50 (if this number of shareholders is exceeded, the company must be transformed into an open joint-stock company by re-registration).

A closed joint-stock company is not required by law to disclose information about itself to the extent required by an OJSC; however, it is required to submit an annual report to the Companies Registry Office, which is open to any member of the public for inspection.

At the moment, most of the small and medium-sized enterprises in Russia are closed joint stock companies, which makes this form of business the most popular.

Limited Liability Company (LLC)

A company founded by one or more persons, the authorized capital of which is divided into shares, according to the founders of the document (charter of the enterprise). Participants are not liable for obligations and bear the risk of losses within the value of their contributions.

Unlike state and municipal unitary enterprises, to whose property their founders have ownership or other property rights, limited liability companies (as well as other types of business companies, business partnerships and production cooperatives) are characterized by the fact that their participants have in relation to their rights of obligation.

In private economic practice, LLC is the most demanded organizational and legal form among commercial organizations.

At the same time, a limited liability company is characterized by the fact that the current (operational) management in the company (as opposed to partnerships) is transferred to the executive body, which is appointed by the founders either from among themselves or from among other persons. The members of the company retain the rights to strategic management society, which are carried out by them through periodic general meetings of participants. Unlike joint stock companies, the competence of the general meeting of participants in a limited liability company can be expanded at the discretion of the participants themselves; also, individual participants may be granted additional rights.

Unlike joint stock companies, the profit of a limited liability company can be divided between the company's participants not only in proportion to their shares in the authorized capital of the company, but also in a different way in accordance with the company's Charter (if a different procedure is provided for by the Charter).

Unlike participants in a joint stock company (shareholders), a participant in a limited liability company can not only sell (or otherwise cede) his share in the authorized capital of the company, but also leave the company, demanding the payment of the value of a part of the property corresponding to his share in the authorized capital of the company. if it is provided by the Charter of the company. Participants of a limited liability company, as well as the company itself, have the pre-emptive right to purchase the share of one of the participants, if he intends to sell his share to third parties. Also, the Charter of the company may provide for a prohibition on the alienation of the share of participants to third parties.

Additional Liability Company (ALC)

An additional liability company is a company established by one or more persons; it is in many ways similar to a limited liability company.

Its authorized capital is divided into shares in accordance with certain constituent documents. Individual citizens, legal entities, citizens and legal entities, as well as ( public organizations). It should be noted that state bodies, as well as local self-government bodies, do not have the right to act as members of the company unless otherwise specified by law.

This society can be opened by one person who is its one-time participant. As contributions (shares), participants can contribute cash, buildings, structures, machines, raw materials, materials, securities, as well as intellectual property in the form of know-how (recipe, technical idea, new technology All non-monetary contributions are subject to unanimous approval by the general meeting of the founders of the company.

The only difference is that the ALC has additional subsidiary liability for the obligations of the company. Such responsibility does not apply to the entire property of the participants, but only to its part, which is predetermined by the constituent documents of the company.

If one of the participants goes bankrupt, his additional liability is divided among the rest (proportionally or in a different order). Therefore, the total amount of additional guarantees to the creditors of the company remains unchanged.

The specificity of the ALC is in the exclusive form of the property liability of the participants for its debts.

Subsidiary business company (DRL)

Any business company can be recognized as a subsidiary and dependent company: a joint stock company, a limited or additional liability company. Characteristic feature subsidiaries and dependent companies is that the parent ("parent") company not only influences their decision-making, but also bears responsibility for the debts of subsidiaries.

A business company is recognized as a subsidiary if:

• 1. participation of the main company or partnership prevails in its authorized capital;
• 2. there is an agreement between them;
• 3. The parent company or partnership can determine the decisions made by this company.

The recognition of the company as a subsidiary had certain consequences for the parent company or partnership: it had to answer to creditors for the actions of the subsidiary. So, when concluding a transaction at the direction of the parent company (partnership), the parent and subsidiary companies are jointly and severally liable. In the event of the bankruptcy of a subsidiary through the fault of the parent company (partnership), the latter is subsidized for the subsidiary's debts to its creditors, i.e. only if the subsidiary's property is insufficient to pay off debts. In this case, the subsidiary is not liable for the debts of the parent company (partnership). If the subsidiary company incurs losses due to the fault of the parent company (partnership), then it has the right to demand compensation from the parent organization, provided that it is proven guilty in these losses.

A business company is recognized as dependent if the other (dominant, participating) company has more than twenty percent of the voting shares of the joint-stock company or twenty percent of the authorized capital of the limited liability company. Often, dependent companies mutually participate in each other's capital. Such relations do not give rise to joint or subsidiary liability for debts.

Production cooperative (artel)

A certain place in the system of commercial organizations belongs to a production cooperative (artel). This organizational and legal form of business is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, etc.) based on their personal labor and other participation and consolidation by its members (participants) of property share contributions. The law and the constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization.

Such cooperatives bear subsidiary responsibility for the obligations of the cooperative (as in business partnerships) and carry out their activities on the basis of the charter with the formation of governing bodies (similar to business companies). But unlike the latter, the management of a production cooperative is carried out according to the principle “one person - one vote” and does not depend on the size of its property contribution.

The charter of the cooperative, in addition to generally accepted information, must contain conditions on the size of the share contributions of the members of the cooperative; on the composition and procedure for making shares by members of the cooperative and their responsibility for violation of the obligation to make shares; on the nature and procedure of labor participation of its members in the activities of the cooperative and their responsibility for violation of the obligation for personal labor participation; on the procedure for distributing the profits and losses of the cooperative; on the size and conditions of subsidiary liability of its members for the debts of the cooperative; on the composition and competence of the governing bodies of the cooperative and the procedure for their decision-making, including on issues on which decisions are taken unanimously or by a qualified majority.

The number of members of the cooperative must not be less than fifty.

In foreign countries, these cooperatives have not received such a significant development. They are not focused on generating income and profits, their purpose is to help members of the cooperative and those in need.

State and municipal state enterprises

A state and municipal unitary enterprise is a commercial organization that is not endowed with ownership of the property assigned to it by the owner. This property cannot be distributed by deposits, shares, shares, including among the employees of the enterprise.

In a unitary form, only state and municipal enterprises could be created. The property to which they are endowed is, respectively, in state or municipal ownership and belongs to enterprises on the basis of the right of economic ownership or operational management. The governing body of a unitary enterprise is a manager appointed by the owner (or a body authorized by the owner). The owner of the property of an enterprise based on the right of economic management is not liable for the obligations of the enterprise. Equally, an enterprise of this type is not liable for the debts of the owner of the property.

Thus, the measures of economic isolation of unitary enterprises are clearly and rigidly marked.

The constituent document of an enterprise based on the right of economic management is its charter, approved by an authorized state body or local self-government body. The authorized capital is fully paid by the owner prior to state registration. The size of the authorized capital is 1000 times the minimum wage. The owner solves the issues: creation, reorganization and liquidation of the enterprise; definition of the subject and goals of its activities: control over the use and safety of property. The owner has the right to receive a portion of the profit.

A unitary enterprise can create a subsidiary unitary enterprise by transferring part of the property to it for economic management.

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

Formalized groups receive the status of a legal entity, branch, representative office. Their activities are regulated by the Civil Code. Consider further what are forms of legal entities in the Russian Federation.

Definition

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

Specificity of signs

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

1. The presence of separate property. As stated in the norm, material values ​​can be in operational management, property or economic management. The property must be recorded on an independent balance sheet.
2. Separation of responsibility. The participants are not liable for the obligations of the company, and it, in turn, for their debts. Exceptions can only be established by law.
3. Independent participation on its own behalf in civil law relations. These include, among other things, the acquisition and implementation of non-property and property rights, the performance of obligations provided for by law.
4. The ability to protect interests by legal means. This feature indicates the right of society to be a plaintiff or a defendant.
5. Availability of a document confirming official registration. The certificate of the established form acts as it.

Classification

The criteria for dividing associations into categories are:

1. The purpose of the activity. It can be about making a profit, for example. The legislation allows the formation of associations for other purposes not related to entrepreneurship.
2. Organizational and legal form of a legal entity. This permitted types of enterprises established by law.
3. The nature of the relationship between the association and its members. In this case, what matters is the presence / absence of the founders' ownership of the contributions that they make to the property of the company.

Target

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

Forms of legal entities (commercial organizations)

The legislation provides for two main groups of associations:

1. Society. They are formed by pooling capitals.
2. Partnerships. These businesses are created by bringing people together.
3. Unitary enterprises.
4. Cooperatives.

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

Full partnership

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

1. Another company or individual entrepreneur can act as general partners. At the same time, they are not entitled to become participants in another similar association or limited partnership.
2. An agreement acts as a constituent document.
3. The trade name must include the names (s) of all participants and the phrase "general partnership". It is allowed to indicate some names, to which the words "and company" are added. In this case, the phrase "full partnership" must be present.
4. The business of the enterprise is run by the participants themselves. This means that each general partner has the right to conclude transactions on behalf of the association. Another procedure may be fixed in the memorandum of association.

Fellowship on Faith

It is also called "limited". For this f forms of legal entities the following signs are characteristic. Along with the main participants who conduct entrepreneurial activities on behalf of the association and are responsible for the obligations of the enterprise with their property, there is one more (or several) investors in the composition. They are called limited partners. These contributors bear the risks of losses possible in the course of the enterprise's activities, within the limits of the amounts contributed by them. Limited partners do not participate in the work of the partnership. In other respects, the legal status of this is identical to that of a full partnership.

Ltd

The legislation also provides for such as societies. One of them is LLC. This is characterized by the following symptoms:

1. The association is established by one or more subjects.
2. When created, the authorized capital is formed. It is divided into shares. Their size is determined by the constituent documents.
3. The participants are not liable for the obligations of the association. At the same time, they bear the risk of financial losses associated with the operation of the enterprise, within the framework of the value of their deposits.
4. The number of participants must be no more than 50.

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

ODO

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

JSC

This is an association in which the authorized capital is divided into a certain number of shares. The participants are not liable for the obligations assumed by the company, however, they bear the risk of losses from the activities of the enterprise within the framework of the value of their securities. Founding document in the joint-stock company there is only one charter.

Types of AO

A joint stock company can be open or closed. The former has the right to publicly subscribe to the papers that it issues. The participants, in turn, can dispose of their shares without obtaining the consent of the other shareholders. JSC is obliged to annually publish a report, an account of losses and profits, a balance sheet and other information. This information should be freely available. The maximum number of participants in an OJSC is not limited by law. The CJSC has the right to distribute shares only among the founders or entities, the circle of which has been determined in advance. Participants have the preemptive right to purchase securities of other founders.

Production cooperative

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

Unitary enterprises

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

Bodies of forms of legal entities

In LLC, the general meeting acts as the supreme management structure. It resolves all issues related to the activities of the association. The competence of the meeting includes the election of a collegial or sole executive body. In the joint-stock company, all issues are also decided by the meeting. It selects a board of directors to act as the oversight structure. In addition, the JSC also has executive bodies (individual or collegial). In a production cooperative, the management structure is a meeting of members. It chooses the supervisory board (if the number of participants is more than 50), as well as executive bodies.

Other categories

The number of non-commercial legal entities includes consumer cooperatives... They are created by citizens who have pooled share contributions for the realization of their property and other interests. Consumer cooperatives are housing construction, garage, summer cottage and other cooperatives. Another form of non-profit entity is religious and social organizations. They are created voluntarily by citizens. Individuals are united by common interests, spiritual or other non-material needs. Religious organizations are formed for joint confession and dissemination of faith. Their members conduct a variety of ceremonies and teaching sessions. Another form of legal entity is a fund. It is not created on a membership basis. The fund is established by legal entities or citizens who invest their funds.

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

Legal requirements

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

1. Charter.
2. Establishment agreement (if there are more than 2 founders).
3. Meeting minutes or decision.
4. Receipt of payment of the duty.

In addition, you must select OKVED codes, as well as the taxation system.

Nuances

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

1. The par value and the size of the shares in the capital.
2. The date of payment of contributions by the participants.

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

Possible difficulties in practice

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

Additionally

It should be noted that any changes must be documented. The legislation prescribes to hold meetings and make official decisions. The documents approved by the participants are submitted to the registration authority. Based on the decision, amendments are made to the charter and other local documents. Information about all changes must be present in the registry.

Public formations

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