Types of organizational and legal forms of organizations. The legal form of an enterprise, organization. The concept and types of legal forms Organizational legal forms of enterprises name of the company

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

Entrepreneurial activity unincorporated can be carried out in the Russian Federation both by individual citizens (individual entrepreneurs), and within the framework of a simple partnership - an agreement on joint activities of individual entrepreneurs or commercial organizations. As the most significant features of a simple partnership, one can note the joint and several liability of the participants for all common obligations. Profit is distributed in proportion to the contributions made by the participants (unless otherwise provided by the contract or other agreement), which are allowed not only tangible and intangible assets, but also inseparable personal qualities participants.

Figure 1.1. Organizational and legal forms of entrepreneurship in Russia

Legal entities are divided into commercial and non-commercial.

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

Non-profit organizations are considered for which making profit is not the main goal and do not distribute it among the participants. These include consumer cooperatives, community and religious organizations, non-profit partnerships, foundations, institutions, autonomous non-profit organizations, associations and unions; this list, unlike the previous one, is open.

Let's take a closer look at commercial organizations.

1. Partnership.

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

The disadvantages of this organizational and legal form are:

Each of the participants bears equal material responsibility regardless of the size of his contribution;

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

Partnerships are of 2 types: full and limited.

Full partnership- this is a partnership, the participants of which (general partners), in accordance with the contract, are engaged in entrepreneurial activity on behalf of the partnership and jointly bear subsidiary liability for its obligations.

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

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

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

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

The participant has the right to withdraw from the partnership established without specifying the term, having declared his intention at least 6 months in advance; if the partnership is created for a certain period, then refusal to participate in it is allowed only for a good reason. At the same time, it is possible to exclude one of the participants in court by unanimous decision of the other participants. The retired participant, as a rule, is paid the value of a part of the partnership's property, corresponding to his share in the contributed capital. Shares of participants are inherited and transferred in the order of succession, but the entry of the heir (successor) into the partnership is carried out only with the consent of other participants. Finally, it is possible to change the composition of partners by transferring one of the participants (with the consent of the others) his share in the pooled capital or part of it to another participant or a third party.

Due to the extremely strong interdependence of a general partnership and its participants, a number of events affecting the participants can lead to the liquidation of the partnership. For example, a participant's exit; death of a participant - an individual or liquidation of a participant - a legal entity; appeal by the creditor of any of the participants in the collection on part of the property of the partnership; opening of reorganization procedures against a participant by a court decision; bankruptcy of the participant. However, if this is stipulated by the memorandum of association or the agreement of the remaining participants, the partnership can continue its activities.

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

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

The basic principles of formation and functioning here are the same as for a full partnership: this applies both to the contributed capital and to the position of general comrades. The Civil Code of the Russian Federation prohibits any person from being a full partner in more than one limited or full partnership. The Memorandum of Association is signed by the general partners and contains all the same information as in a full partnership, as well as data on the aggregate amount of limited partners' contributions. The management procedure is the same as in a full partnership. Limited partners do not have the right to interfere in any way in the actions of general partners in the management and conduct of the partnership's affairs, although they can, by proxy, act on its behalf.

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

The liquidation of a limited partnership occurs on all grounds of liquidation of a full partnership (but in this case, the retention of at least one full partner and one investor in its composition forms a sufficient condition for the continuation of activities). An additional reason is the retirement of all investors (the possibility of converting a limited partnership into a full partnership is allowed).

2. Society.

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

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

The authorized capital reflects a fundamental difference business companies in general and LLC in particular: for this type of organization, the minimum amount of property is fixed, which guarantees the interests of their creditors. If at the end of the second or any subsequent financial year, the value of the net assets of the LLC is lower than the authorized capital, the company is obliged to declare a decrease in the latter; if the specified value becomes less than the minimum specified by law, then the company is subject to liquidation. Thus, the authorized capital forms the lower permissible limit of the company's net assets, which guarantee the interests of its creditors.

There may be no constituent agreement at all (if the company has one founder), and the charter is mandatory. These two documents have qualitatively different functions: the contract mainly fixes the relationship of the participants, and the charter - the relationship of the organization with the participants and third parties. One of the main tasks of the charter is to fix the authorized capital as a measure of the company's responsibility to third parties.

The authorized capital of an LLC, which is made up of the value of the contributions of its participants, must, according to the Law of the Russian Federation "On Limited Liability Companies", be at least 100 times the minimum wage. By the time of registration, the authorized capital must be paid at least half, the remaining part is payable during the first year of the company's activity.

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

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

Formation of executive bodies and early termination of their powers:

Approval of annual reports and balances, distribution of profits and losses;

Election of the Audit Commission;

Reorganization and liquidation of the company.

An LLC participant can sell his share (or part of it) to one or more participants. It is also possible to alienate a share or part of it to third parties, if this is not prohibited by the charter. Members of this company have a pre-emptive right to purchase (as a rule, in proportion to the size of their shares) and can exercise it within 1 month (or another period established by the participants). If the participants refuse to acquire a share, and the charter prohibits the sale of it to third parties, then the company is obliged to pay the participant its value or give him property corresponding to its value. In the latter case, the company must then either sell this share (to shareholders or third parties), or reduce its authorized capital.

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

The reorganization or liquidation of an LLC is carried out either by the decision of its participants (unanimous), or by a court decision in case of violation by the company of the requirements of the law, or as a result of bankruptcy. The basis for making these decisions may be, in particular:

Expiration of the term specified in the constituent documents;

Achievement of the goal for which the society was created;

Recognition by the court of the registration of the company as invalid;

Refusal of participants to reduce the authorized capital in case of incomplete payment during the first year of the company's activity;

Decrease in the value of net assets below the minimum allowable amount of the authorized capital at the end of the second or any subsequent year;

Refusal to transform an LLC into a JSC, if the number of its participants has exceeded the statutory limit and has not decreased to this limit during the year.

Additional liability companies.

Members of a company with additional liability are liable with all their property.

Joint stock companies.

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

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

The centuries-old history of the development of this institution has developed two main areas of ensuring the rights of JSC partners to safely conduct business: property guarantees and constant control over the activities of the JSC administration, based on the appropriate system of procedures and information openness.

The authorized capital serves as a tool for ensuring property guarantees in relations with JSCs. It is made up of the par value of the shares acquired by the participants and determines the minimum size of the JSC's property that guarantees the interests of its creditors. If at the end of any financial year, starting from the second, the value of the net assets of the JSC turns out to be less than the authorized capital, the latter must be reduced by an appropriate amount. Moreover, if the specified value becomes less than the minimum allowable size of the authorized capital, such a company is subject to liquidation.

A contribution to the property of a joint-stock company can be money, securities, other things or property rights, or other rights that have a monetary value. At the same time, in cases stipulated by law, the assessment of participants' contributions is subject to an independent expert review. This requirement brings Russian legislation to the rules developed in other countries to combat dishonest methods in the formation of the authorized capital.

The minimum authorized capital of a JSC is 1000 times the minimum monthly wage (as of the date of submission of constituent documents for registration).

JSCs can only issue registered shares.

The emergence board of directors in the management system pursues a single goal - to protect the interests of the participants in society in the context of the isolation of the management function. It is the selection of some of the participants as managers or the emergence of hired managers that can lead to a discrepancy between the direction of the society's activities and the views on this issue of the other participants who do not perform managerial functions. The general meeting is an ideal tool in this regard, but the more participants there are in the community, the more difficult it is to bring them all together. This contradiction is resolved by creating a special body consisting of shareholders (or their representatives), endowed with all the powers that the general meeting considers necessary not to be included in the competence of the board, but is not able to implement itself. Such a body, formed in the form of a board of directors or a supervisory board, should be in the structure of any company with a sufficiently large number of participants, regardless of its specific type.

According to the board of directors ( supervisory board) is created in JSC, including more than 50 participants; this means that in JSCs with a smaller number, such a body is created at the discretion of the shareholders. The board of directors has not only control, but also administrative functions, being the supreme body of the company in the period between general meetings of shareholders. His competence includes the solution of all issues related to the activities of the joint-stock company, except for those that are attributed to the exclusive competence of the general meeting.

3. Production cooperative.

Defined in the Russian Federation as a voluntary association of citizens on the basis of membership for a joint economic activity based on their personal participation and the pooling of property shares.

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

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

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

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

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

Cooperatives can carry out entrepreneurial activity only insofar as it serves to achieve the goals for which they were created, and corresponds to these goals (public and religious organizations, foundations, non-profit partnerships and autonomous non-profit organizations have the same rights in this respect; institutions have the right to engage entrepreneurship is not recorded, although there is no direct prohibition).

4. State and municipal UP.

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

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

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

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

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

· The procedure for managing activities, the subject and objectives of the activity;
· The size of the authorized fund, the procedure and sources of its formation.

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

The types of organizational and legal forms of organizations represent a classification of economic entities in modern conditions. The main feature of this classification is the division of economic entities in accordance with the organizational and legal form of companies.

The types of organizational and legal forms of organizations are regulated by the Civil Code of the Russian Federation (Civil Code of the Russian Federation), which introduced the concepts of "commercial organization" and "non-commercial organization".

Types of organizational and legal forms of organizations

In accordance with the nature of the activities of enterprises, the types of organizational and legal forms of organizations include:

Enterprises of a commercial nature,
Non-commercial enterprises,
Organizations without the formation of a legal entity;
state (municipal) organization;
state (unitary) enterprise.

Currently, there are the following types of organizational and legal forms of organizations that carry out commercial activities: society, partnership, joint stock company, unitary enterprises.

In addition, there is a category that includes production cooperatives. In the field of non-profit organizations, one can distinguish consumer cooperative, public organizations(movements, associations), foundation (non-profit partnership), partnerships (horticultural, dacha, homeowners), association (union), non-profit companies of an autonomous type.

For enterprises that do not form a legal entity, the following types of organizational and legal forms of organizations may be envisaged: mutual investment funds, a simple partnership, a branch (representative office), individual entrepreneur, farm (peasant) economy.

Shape selection

The types of organizational and legal forms of organizations, in addition to the nature of the main activity, are influenced by some other factors, among which there may be organizational and technical, economic and social.

In accordance with organizational and technical factors, the types of organizational and legal forms of organizations are determined based on the number of founders, their characteristics, the field of commercial activity, the nature and novelty of the products produced. Taking into account social and economic factor the volume is taken into account start-up capital and the personal characteristics of the entrepreneur himself and his team.

Also, the types of organizational and legal forms of organizations may be limited current legislation... For example, commercial organizations with the status of a legal entity can only be created in the form of a partnership of any type, a company (open or closed, with limited liability).

Types of organizational and legal forms of commercial organizations

The types of organizational and legal forms of commercial organizations can also be classified into several types:

Business partnership, divided into full and based on faith, the difference between which lies in the degree of responsibility of the participants (comrades). V full society the comrades in obligations are liable with all their property, and in those based on faith, they are liable in accordance with the size of their contributions.
Economic society (LLC), joint stock company (JSC). The capital of the LLC includes the contributions of the participants and is divided into shares, in the JSC the capital is divided into the corresponding number of shares.
A production cooperative is a voluntary association of members (citizens), it is based on membership and share contributions, as well as on the personal labor of the participants.
Business partnerships are very rare, almost never mentioned in the Civil Code. Such businesses are regulated by a separate law.
Peasant farms are an association for the purpose of farming, based on the personal participation of citizens in business and their property contributions.

Examples of problem solving

EXAMPLE 1

Exercise

The types of organizational and legal forms of organizations without the formation of a legal entity include:

1) Joint stock company,

PLAN

Introduction. The essence of organizational and legal forms.

Organizational and legal forms of organizations (OPF):

Legislative acts of the OPF.
OPF classification.
Features of OPF. Advantages and disadvantages.

The role of the choice of OPF in the activities of the organization.

Bibliography.

Introduction

The organizational legal form of an organization is called the form of an economic entity, which fixes the method of securing and using property by an economic entity and the resulting legal status and goals of activity. Business entities include any legal entity, as well as organizations operating without forming a legal entity, and individual entrepreneurs.

The existence of an OPF gives an entrepreneur the opportunity to define and consolidate:

entrepreneur status;

determine the organizational and legal unity of the company (management bodies of the company, the boundaries of their legal capacity);

and mechanism property liability, which in turn is a control mechanism by the state and an instrument of influence.

Each country has its own organizational and legal forms of doing business, which have clear characteristics and strictly adhered to requirements.

The need to create an OPF and the mandatory registration of individuals and legal entities is associated with the existence of a large number of informal and underground businesses: "underground production", entrepreneurship that does not meet standards, avoids paying taxes, pirated use of the brand, etc.

The need to choose an OPF arises every time when:

creation of a new enterprise;

transformation of the existing one.

The choice of an OPF is a long-term decision and a change in form, as a rule, is associated with serious organizational costs, material and financial losses, the loss of suppliers and customers. The reasons for the change in the OPF can be: a change in legislation, or a change in the size and volume of production of the company.

Organizational and legal forms of organizations.

Legislative acts of the OPF.

There are the following legislative acts governing the creation, requirements, liability, reorganization and liquidation of OPF: the Civil Code of the Russian Federation, the All-Russian Classifier of Organizational and Legal Forms, Federal Laws "On Limited Liability Companies", "On Joint Stock Companies", etc.

Any enterprise as a legal entity in accordance with the Civil Code of the Russian Federation, regardless of the organizational and legal form, has the same rights as other enterprises. The differences lie in the rights of the founders (participants, shareholders) of such enterprises. It is this set of rights of the founder (participant, shareholder) of a legal entity that determines the choice of a particular organizational and legal form of the enterprise.

OPF classification.

The All-Russian OPF classifier identifies the following main classification groups:

legal entities that are commercial organizations;

legal entities that are non-profit organizations;

organizations without the rights of a legal entity;

individual entrepreneurs.

Based on goals entrepreneurial activity, business entities that are legal entities are divided into organizations pursuing profit-making as the main goal of their activities ( commercial organizations ) or not making profit as such a goal and not distributing the received profit among the participants ( non-profit organizations ).

Legal entities that are commercial organizations can be created in the form of business partnerships and companies, production cooperatives, state and municipal unitary enterprises.

Legal entities that are non-profit organizations can be created in the form of consumer cooperatives, public or religious organizations, institutions, charitable and other foundations, as well as in other forms provided for by law (non-profit partnerships, autonomous non-profit organizations, branches of foreign non-profit non-governmental organizations, etc.). etc.).

To economic entities that are not legal entities, but have the right to carry out their activities unincorporated , include mutual funds, representative offices, branches and other separate subdivisions of legal entities, peasant (farms) (from January 1, 2010), as well as simple partnerships.

TO individual entrepreneurs include citizens who carry out their activities without forming a legal entity.

Figure 1. shows a diagram of organizational and legal forms that exist today in the Russian Federation.

Figure 1. Organizational and legal forms of the Russian Federation.

Features of OPF. Advantages and disadvantages.

Using the scheme shown in Figure 1., we will give a description of the existing organizational and legal forms.

I ... Commercial organizations - organizations, the main goal of which is to make a profit and distribute it among the participants. These include:

a) Business partnerships- To commercial organizations in which contributions to the pooled capital are divided into shares of the founders. Distinguish between full partnership and limited partnership.

Full partnership ( PT) - a partnership, the participants of which (general partners) on behalf of the partnership are engaged in entrepreneurial activities and are responsible for its obligations not only by their contributions to the joint venture capital, but also by their property.

Advantages and disadvantages: PT participants must be highly qualified, enjoy mutual trust. If these requirements are met, the management is highly responsive and efficient. If the participants do not meet these requirements, then there is a high probability of various kinds of negative consequences.

Partnership on Faith (TNV) - a partnership in which, along with general partners, there is at least one participant of a different type - a contributor (limited partner), who does not participate in entrepreneurial activities and bears risk only within the limits of his contribution to the TNV pooled capital.

Advantages and disadvantages: Management is fast. Companions should be like-minded people, enjoy the trust of investors, have high qualifications and a developed sense of responsibility. Otherwise, there is a high probability of various kinds of negative consequences.

b) Business companies -To commercial organizations in which contributions to the authorized capital are divided into shares of the founders. Exists:

Limited Liability Company (LLC) - a business company whose members are not liable for its obligations and bear the risk only within the limits of their contributions to the authorized capital. Provides for one type of membership - a member. They can be an individual or a legal entity (their possible number is from 1 to 50). Governing bodies: general meeting of participants, directorate. The number of votes by agreement of the participants is stipulated in the constituent documents (recommendation: in proportion to the share in the authorized capital). The participants bear the risk of losses within the value of their contributions to the authorized capital of the company. Profit directed to dividends is distributed among the participants in proportion to their shares in the authorized capital. When leaving, the participant has the right: to receive a share in money, in kind, to transfer part or all of it to another person (participants in this have the right priority over third parties).

Advantages and disadvantages: If the number of participants exceeds 15-20, then the sense of ownership and management efficiency decreases. An LLC is preferable if the participants do not want to transfer all management rights to a narrow circle of persons. The fact of material responsibility for obligations within the property of the company reduces the interest for creditors.

Additional Liability Company (ALC) - a business company, the participants of which jointly bear subsidiary (full) liability for its obligations with their property in the same multiple for all to the value of their contributions to the authorized capital.

Advantages and disadvantages: Responsibility for the obligations of the bankrupt participant is transferred to other participants. ALC is preferable if the participants are highly qualified, trust each other. The high responsibility of the participants contributes to the improvement of the quality of their activities, the growth of trust in them by other organizations.

Open Joint Stock Company (OJSC) - a business company, the authorized capital of which is divided into a certain number of shares, the owners of which can alienate their part without the consent of other shareholders. Shareholders bear risk only to the extent of the value of their shares. Management bodies: general meeting of shareholders, supervisory board, management board (directorate) headed by the chairman (director). The share of preferred (non-voting) shares must not exceed 25%. Profit directed to dividends is distributed among shareholders in proportion to the number of shares they own.

Advantages and disadvantages: The number of shareholders is not limited. Preferred when it is necessary to make large capital investments (by attracting potential investors to the participants).

Closed Joint Stock Company (CJSC) - a joint-stock company, the shares of which are distributed only among its founders or other predetermined circle of persons. The shareholders of a CJSC have a preemptive right to purchase shares sold by other shareholders. Shareholders bear the risk only up to the value of their shares.

Advantages and disadvantages: This form is preferable if: the participants do not want to entrust the management to a narrow circle of qualified workers (or if there are none); Participants want to limit their composition to a predetermined circle of persons.

v)Production cooperatives- d voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and the consolidation of property shares by its members (to the cooperative's mutual fund):

Agricultural artel (collective farm) (SPK) - a cooperative created for the production of agricultural products. Provides for 2 types of membership: a member of the cooperative (works in the cooperative and has the right to vote); associate member (has the right to vote only in certain cases stipulated by law).

Advantages and disadvantages: The number of participants is limited only by the lower limit - 5 people. If the number of participants exceeds 15-20, then the sense of ownership decreases. The SPK is preferable if the participants do not want to entrust the management to a narrow circle of qualified workers (or if there are none). Management is not efficient enough. Each participant, regardless of the size of the contribution, has 1 vote (the risk is not proportional to the contribution).

Fishing artel (collective farm) (RPK) - a cooperative established for the production of fish products. Provides for 2 types of membership: a member of the cooperative (works in the cooperative and has the right to vote); associate member (the right to vote is vested only in certain cases stipulated by law).

Cooperative farm (cooperative farm) (SKH) - a cooperative created by the heads of peasant farms and (or) citizens running personal subsidiary plots for joint activities for the production of agricultural products based on personal labor participation and the combination of their property share contributions (land plots of peasant farms and private farms remain in their ownership).

G) Unitary enterprises- a unitary enterprise is an enterprise that is not endowed with the right of ownership to the property assigned to it by the owner. Only state and municipal enterprises can be unitary:

State (treasury) enterprise (GKP) - a unitary enterprise based on the right of operational management and created on the basis of property in federal (state) ownership. The state-owned enterprise is created by the decision of the Government of the Russian Federation.

Advantages and disadvantages: The enterprise can receive assistance from the state. However, management and other employees of the enterprise will not be sufficiently motivated to work effectively. PCGs are generally unable to compete with private enterprises.

Municipal Enterprise (MP)- a unitary enterprise based on the right of economic management and created on the basis of state or municipal property. Created by the decision of the authorized government body or body local government.

Advantages and disadvantages: are similar to GKP.

II ... Non-profit organizations - organizations that do not pursue the goal of making a profit and do not distribute the received profit between the participants:

Consumer cooperative (PC) - voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by combining property shares by its members. Provides for 2 types of membership: a member of the cooperative (with the right to vote); associate member (has the right to vote only in certain cases stipulated by law).

Public and religious organizations - voluntary association of citizens on the basis of a community of interests to meet spiritual or other non-material needs. Has the right to carry out entrepreneurial activity only to achieve the goals of the organization. Participants do not retain ownership of the property transferred to the organization.

Foundations - an organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The right to engage in entrepreneurial activities to achieve their goals (including through the creation of business entities and participation in them).

Institutions - an organization created by the owner for the implementation of managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part.

III . Associations of legal entities - associations (unions) created by legal entities in order to coordinate entrepreneurial activities and protect their property interests. The members of the association retain their independence and the rights of a legal entity.

The role of the choice of OPF in the activities of the organization.

When choosing the organizational and legal form of a future enterprise, it is necessary to take into account their peculiarities, so that later you do not find out that in order to carry out any business operation or solve a certain problem, it is necessary to re-register the company.

To choose an OPF, you need to take into account the following aspects of the future enterprise:

Objectives and types of activities, the possibility of making a profit;

Distribution of profits;
Liability of founders (participants);
Taxation;
Accounting and reporting;
The minimum size of the organization's property;
Opportunity for participants to receive part of the organization's property upon leaving it and upon its liquidation;
The type of management and the number of the enterprise.

Thus, the choice of organizational and legal form plays a lot important role not only in the process of registration of legal entities, but also in the further functioning of enterprises. The convenience of managing the organization, the security of investments, the confidentiality of information about the founders, and much more directly depend on the correct selection of the organizational and legal form. legal shape enterprises (4)Abstract >> Economic theory

Company in the system of the national economy. Organizationally-legal shape enterprises

Task >> Economics

Table by distributing organizationally-legal shape enterprises in accordance with their belonging to the species and forms property. Types and shape property Organizationally-legal shape enterprises Private ...

Organizationally-legal shape enterprises (3)

Abstract >> Economics

2. Organizationally-legal shape enterprises. Organizationally-legal the form enterprises there is just the form legal registration enterprises which creates this enterprise definite legal status. By legal ...

Organizationally-legal shape enterprises (4)

Coursework >> Economics

... shape enterprises: economic problems of choice and functioning Organizationally-legal shape enterprises: concept and essence Active organizationally-legal shape enterprises in Russia Comparison of various organizationally-legal forms enterprises ...

Organizationally-legal shape enterprises (5)

Abstract >> Economics

Concept organizationally-legal shape enterprises Views enterprises depending on the organizationally-legal forms Organizationally-legal shape commercial enterprises 3.1 Business partnerships and companies 3.2 Others organizationally-legal shape ...

Organizational and legal form Is a form of organization of entrepreneurial activity, enshrined in a legal manner. It determines the responsibility for obligations, the right to transactions on behalf of the enterprise, the management structure and other features of the economic activities of enterprises. The system of organizational and legal forms used in Russia is reflected in the Civil Code of the Russian Federation, as well as in the resulting regulations... It includes two forms of entrepreneurship without forming a legal entity, seven types of commercial organizations and seven types of non-profit organizations.

Let us consider in more detail the organizational and legal forms of legal entities that are commercial organizations. Entity - an organization that has a separate property in its ownership, economic management and operational management, is responsible for its obligations with this property and can, on its own behalf, acquire and exercise property rights and bear obligations.

Commercial are called organizations that pursue profit as the main goal of their activities.

Business partnership is an association of persons directly involved in the activities of the partnership, with the joint capital divided into the shares of the founders. The founders of a partnership may be members of only one partnership.

Complete a partnership is recognized, the participants of which (general partners) are engaged in entrepreneurial activities on behalf of the partnership. In the event of a lack of property of the partnership to pay off its debts, creditors have the right to demand satisfaction of claims from the personal property of any of its participants. Therefore, the activities of the partnership are based on personal and trusting relationships of all participants, the loss of which entails the termination of the partnership. The profits and losses of the partnership are distributed among its participants in proportion to their shares in the contributed capital.

Fellowship on Faith (limited partnership) - a type of full partnership, an intermediate form between a general partnership and a limited liability company. It consists of two categories of participants:

general partners carry out entrepreneurial activities on behalf of the partnership and bear full and joint responsibility for the obligations with all property belonging to them;
investors make contributions to the property of the partnership and bear the risk of losses associated with the activities of the partnership within the amount of contributions to the property.

Economical society unlike a partnership, it is a pooling of capital. The founders are not required to directly participate in the affairs of the company, the members of the company can simultaneously participate in property contributions in several companies.

Limited Liability Company (LLC) - an organization created by agreement by legal entities and citizens by combining their contributions in order to carry out economic activities. Compulsory personal participation of members in the affairs of the LLC is not required. The participants of the LLC are not liable for its obligations and bear the risk of losses associated with the activities of the LLC within the value of their contributions. The number of LLC participants should not be more than 50.

Additional Liability Company (ALC) - a kind of LLC, therefore all general rules OOO. The peculiarity of the ALC is that if the property of this company is insufficient to satisfy the claims of its creditors, the members of the company can be held liable, and in solidarity with each other.

Joint Stock Company (JSC) - a commercial organization, the authorized capital of which is divided into a certain number of shares; JSC participants are not liable for its obligations and bear the risk of losses associated with the company's activities, within the value of the shares they own. Open Joint Stock Company (OJSC) - a company whose members can alienate their shares without the consent of other members of the company. Such a company has the right to conduct an open subscription to the shares issued by it in the cases established by the Charter. Closed Joint Stock Company (CJSC) - a company, the shares of which are distributed only among its founders or other specific circle of persons. CJSC is not entitled to conduct an open subscription to its shares or otherwise offer them to an unlimited number of persons.

Production cooperative (artel) (PC) - voluntary association of citizens for joint activities based on their personal labor or other participation and the association of its members with property shares. The profit of the cooperative is distributed among its members in accordance with their labor participation, unless a different procedure is provided for by the charter of the PC.

Unitary enterprise - a commercial organization not endowed with ownership of the property assigned to it. The property is indivisible and cannot be distributed by contributions (shares, shares), including among the employees of the enterprise. It is, respectively, in state or municipal ownership and is assigned to a unitary enterprise only on a limited property right (economic management or operational management).

Unitary enterprise on the right of economic management - an enterprise that is created by a decision of a state body or a local government body. The property transferred to the unitary enterprise is credited to its balance sheet, and the owner does not have possession and use rights in relation to this property.

Unitary enterprise on the right of operational management Is a federal state-owned enterprise, which is created by decision of the Government of the Russian Federation on the basis of property located in federal property... State-owned enterprises are not entitled to dispose of movable and immovable property without special permission from the owner. Russian Federation bears responsibility for the obligations of the state enterprise.

Russian enterprises can operate in various legal forms. The choice of any of them is predetermined by a variety of factors: the desired method of calculating taxes or, for example, the scale of the business and the need to attract additional capital. What is the specificity of legal forms of business in the Russian Federation? What varieties are they represented?

The essence of the legal form

Subjects of legal relations in the Russian Federation may have different statuses and legal forms. This is important for the correct delineation of the specifics of their activities, as well as the application of optimal tax regimes in relation to the revenues generated (if we are talking about the commercial sphere). The concept of a legal form also reflects aspects of the legal responsibility of an organization for emerging obligations.

V general case conducting commercial activities in the Russian Federation presupposes state registration of an enterprise within the framework of one of the statuses stipulated by the legislation. A legally established legal form of business is a significant factor for banks that make a decision to issue a loan to an enterprise. Likewise, an investor or potential major partner may be looking at this.

Varieties of legal forms

In Russia, the legal form of entrepreneurial activity can be represented in the form of one of the following main statuses:

individual entrepreneur;
limited liability company (LLC);
joint stock company (JSC);
public JSC;
partnership (full, limited);
production or consumer cooperative;
peasant economy.

Also, in some cases, it is permissible to conduct a business in the status of an individual. However, this is usually less beneficial from a tax point of view. Actually, the amount of taxes is one of the factors in choosing a particular form of business. The main legal forms that we have listed above allow in some cases to take advantage of significant tax preferences.

It can also be noted that government agencies and non-profit organizations in the status of legal entities. A state-legal form is possible, in which the organization conducts commercial activities. For example, it can be a unitary enterprise format.

But the range of possible business activities open to government agencies and non-profit institutions is often quite narrow. In addition, no special preferences in the area of calculating and paying taxes have been established for such organizations. Therefore, the choice of the optimal shape legal activity- the most important task for an entrepreneur. Moreover, there is plenty to choose from. Let's consider the specifics of each of the above statuses in more detail.

IP: features

The main legal provisions for individual entrepreneurs are present in the 23rd chapter of the Civil Code of the Russian Federation. It says that Russian citizens have the right to do business without being a legal entity. True, for this you need to go through state registration in the prescribed manner. But the corresponding procedure for an individual entrepreneur will probably look the most simple if we take other types of legal forms of business for comparison. In order to register as an entrepreneur, a citizen needs to collect very few documents and pay a small state fee. The authorized capital is not required, as well as any other constituent documents. Current account, printing - attributes characteristic of legal entities - are optional for individual entrepreneurs (although in practice they are often necessary). Reporting to the tax and other structures is minimal. An entrepreneur with the rights of a commercial entity can choose preferential taxation regimes practically the same as those established for legal entities, i.e., STS, UTII.

This legal form of doing business does not classify an enterprise as a legal entity. In this regard, the individual entrepreneur is responsible for all its obligations as an individual, that is, in full. What unites individual entrepreneurs with legal entities? First of all, the right to hire employees, the obligation to issue them work books... Also, entrepreneurs can invite contractors under civil law contracts. The considered legal form of doing business assumes that the citizen will own the business alone. It is impossible to give or donate a company (its share) in the status of an individual entrepreneur.

One of the drawbacks of the status we are considering is that an entrepreneur needs to pay contributions to the Pension Fund, FSS and MHIF for himself, regardless of whether he has income. At the same time, if they are in sufficient quantity, then the corresponding obligations will not be burdensome, since the contributions to the funds can be set off as part of the tax under some taxation systems. Even if an entrepreneur is employed somewhere, and the statutory percentage is transferred from his salary to the Pension Fund of the Russian Federation, the Social Insurance Fund and the MHIF, then he, one way or another, must fulfill his obligations to pay the appropriate fees for himself. At the same time, the amount of payments to the respective funds can change every year, as Russian legislative practice shows. The significance of this factor varies greatly from one enterprise to another. For some firms, this volatility of norms is not critical, for others it plays an important role in the aspect of profitability. But for aspiring entrepreneurs, of course, such payments can pose a certain burden.

Partnerships

Partnerships, along with business companies, are legal forms of legal entities designed to give correct legal status entrepreneurs operating in the appropriate trust regime. Business is conducted on behalf of the partnership, responsibility for emerging obligations is assigned to the founders of the organization.

This legal form is classified within two varieties. The first is full partnership. This type of organization assumes that none of its participants has the right to make transactions on their own behalf that are within the competence of the firm, without coordinating actions with colleagues. The respective powers of the partner are determined by the power of attorney. Responsibility for possible obligations of the company is assumed jointly and severally. The creditor can collect the debt both from the organization and from each of its founders.

The second legal form within this category is limited partnership. It assumes that investors, or limited partners, will also be present in the commercial structure. They are also responsible for the emerging obligations of the company, but only within the limits of their contributions. Also, limited partners do not have the right to participate in making key decisions in the field of business.

Partnerships are established on the basis of an agreement signed by all of its participants. This document must comply with the provisions of the 70th and 83rd Articles of the Civil Code of the Russian Federation. In particular, in the agreement it is necessary to fix the amount and essence of the contributed capital, the shares of the participants, the amount and conditions for deposits, to register the responsibility of the founders for the refusal to make payments, etc.

The considered legal form of organization is characterized, first of all, by a very high level of responsibility of participants for possible obligations to creditors and other persons. In practice, business in this format is conducted mainly by people who can work in an atmosphere of complete mutual trust, for example, members of the same family.

Specificity of LLC

One of the most popular legal forms of doing business in the Russian Federation is a limited liability company. It involves the establishment of an organization by means of a contract. It is also necessary to create an LLC charter. In this case, the owner of the company may be one person. LLC is a full-fledged legal entity. Its distinctive specificity lies in the following: responsibility for the arising obligations rests not with the founders, but only with the firm's assets.

To establish an LLC, you also need an authorized capital - at least 10 thousand rubles. As a rule, it is required to open a current account, print registration. Tax reporting here is somewhat more complicated than for individual entrepreneurs. An LLC should have no more than 50 co-founders. If more of them are expected, it will be necessary to register a joint-stock company, or production cooperative... The legislation of the Russian Federation provides for mechanisms for the transfer of shares in an LLC, withdrawal of participants from the organization, sale of enterprises in the appropriate status.

Joint Stock Companies

If a business, according to various criteria, does not fit the status of an individual entrepreneur, partnership or LLC, or objectively has a significant scale, then an entrepreneur can pay attention to such legal forms of enterprises as a joint-stock company (JSC), as well as a public JSC. What is their specificity?

JSC, as well as LLC, have authorized capital... However, it is not expressed in the form of shares, but in the form of shares. If they are issued by public subscription, a special legal form arises - PJSC (public joint stock company). It can be noted that AOs are referred to in a similar way in many developed countries... Also, this legal form of organization can bear a similar name if it prescribes the appropriate status in the constituent documents. Lawyers recommend to founders joint stock companies fix it if a subsequent issue of subscriptions to shares is planned.

It can be noted that "ordinary" and "non-public" JSCs appeared recently - after the introduction of amendments to the Civil Code of the Russian Federation in 2014. Prior to that, the corresponding structures were referred to as CJSC (a kind of analogue of a “non-public” company) and OJSC (a prototype of a “regular” JSC). It can also be noted that in the process of reforming civil legislation, some unification of the statuses of LLC and JSC was carried out, in the sense that this type of constituent document, such as the Charter, became uniform for both types of companies, drawn up according to a general scheme.

Just as in the case of an LLC, the shareholders of a JSC are not personally liable for the arising obligations to the organization: certain penalties are possible only from assets in the form of securities.

Production cooperatives

These legal forms of enterprises can also be called artels. They are a voluntary association of entrepreneurs with the aim of jointly conducting business in the field of production, processing, sales of products, provision of services, performance of work, trade, etc. The personal labor participation of the founders of the cooperative is assumed, as well as the transfer of shares by them. Entrepreneurs operating under this legal form bear additional responsibility for emerging obligations in accordance with the provisions of the law and the charter of the organization. The minimum number of participants in the cooperative is 5 people. The property owned by the organization is divided within the framework of shares, as well as in accordance with the charter, which is considered the main constituent document.

The considered legal form of business is quite common in agriculture... At the same time, many farmers prefer to conduct joint activities in the form of other forms of cooperation. Let's consider one of the most common.

Peasant farm

The Civil Code of the Russian Federation provides for such a form of joint activities as a peasant (or farm) economy. Its main feature is that the property is jointly owned by the organization. Also, a farmer cannot be in more than one peasant economy simultaneously. The considered legal form of joint activities of citizens involves the creation of a legal entity. The members of the organization bear subsidiary responsibility for the arising obligations.

Registration Aspects

Most of the types of organizational and legal forms of business we have considered require state registration as a legal entity. This procedure is carried out at the place of registration of the corresponding executive body authorities - the territorial department of the Federal Tax Service or other authorized department, if for some reason the tax service is not present in the region of doing business.

The most important criterion for the implementation of state registration of a business is the availability of charter (for LLC, JSC), joint stock (for partnerships) capital, as well as mutual funds (for cooperatives). These investments form the initial property of the organization.

As for the authorized capital for LLC and JSC, it consists of the value of the company's shares (or shares). This value can be nominal, that is, the actual net assets firms can be taller. Many entrepreneurs prefer to form the authorized capital within the minimum values, established by law, for example, for LLC it is 10 thousand rubles. Following this rule, firstly, reduces the initial financial burden on the founders, and secondly, it makes it possible to somewhat simplify the procedure for assessing contributions. The amount of authorized capital for Russian companies to be determined in the national currency of the Russian Federation - rubles. When doing business in the form of an LLC or JSC, it is the authorized capital that is the most important criterion in terms of payment guarantees determined by a potential creditor for the company.

Formation of the authorized capital

As a contribution to the authorized capital, which is required by such legal forms of enterprises as LLC and JSC, cash can be used cash, securities or natural property. Also, elements of the original ownership of the firm can be, for example, property rights that have financial assessment... As for the authorized capital in forms alternative to monetary, its formation is approved at the meeting of the founders of the business company.

Participants of an LLC or JSC must manage to contribute their part of the authorized capital within the period specified at the level of the memorandum of association, but no later than one year after the state registration of the company. In any case, the founder cannot be released from the obligation to contribute his part of the funds or property to the authorized capital of the organization being created.

It can be noted that the initial property in partnerships, in contrast to economic companies, can be of any size. The legislation does not include provisions that would determine the minimum amount of relevant assets in such organizations. This is quite logical: this legal form of business presupposes that the participants have personal obligations. Accordingly, any penalties may be levied not only at the expense of the contributed capital.

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