Organizational and legal form

Economic entity - a form of economic entity recognized by the legislation of a particular country, which fixes the method of securing and using property by the economic entity and its consequences. legal status and purpose of the activity.

Organizational and legal form- the method of securing and using property by an economic entity and its resulting legal status and goals entrepreneurial activity.

In the All-Russian Classifier of Organizational and Legal Forms (OKOPF) (OK 028-99 (as amended by amendment N 1/99)), each organizational and legal form corresponds to a two-digit digital code, the name of the legal form, and a collection algorithm.

Classification of organizational and legal forms in the Russian Federation

There are the following types of organizational and legal forms of economic entities (hereinafter also OPF):

OPF of business entities that are legal entities-commercial organizations

• Partnerships
• Societies
• Joint stock companies
• Unitary enterprises
  • Unitary enterprises based on the right of economic management
  • Unitary enterprises based on the right of operational management
• Others

OPF of business entities that are legal entities-non-profit organizations

• Public associations (including religious associations)
  • Public amateur bodies
• Foundations (including public foundations)
• Institutions (including public institutions)
• Communities of indigenous peoples
• Associations of legal entities (associations and unions)
• Peasant (farm) associations
• Gardening, gardening or dacha non-profit partnerships

OPF of business entities without the rights of a legal entity

• Ordinary partnerships

Examples of OPF

state and municipal institutions

The simplest name for the general public fund of government institutions is FGU (federal) and GU (regional, Moscow and St. Petersburg). Sometimes the word “budgetary” is added to the OPF, for example, in the OPF of forestry, correctional colonies. The name of an OPF may include the word “regional” and even the name of a subject of the Russian Federation: “ Novosibirsk region", "city of Moscow", but not necessarily.

OPF of government institutions:

• Federal government agency
• Regional state institution (State regional institution), OSU
• Government agency
• Federal State state-financed organization

Federal State Budgetary Institution of Science

• Regional state budgetary institution
• State budgetary institution of the Novosibirsk region
• State budgetary institution of the city of Moscow
• State budgetary institution
• State (municipal) government institution

Educational, health and cultural institutions have their own names of public benefit organizations:

OPF educational institutions:

• Federal State Autonomous educational institution higher vocational education
• State educational institution of higher professional education
• State educational institution of secondary vocational education
• State educational institution
• Municipal budgetary educational institution
• Municipal preschool educational institution

OPF of military educational institutions:

• Federal State Military Educational Institution of Higher Professional Education
• State military educational institution of higher professional education

OPF of healthcare institutions:

• Federal State Health Institution
• State health care institution
• Municipal health institution

OPF of cultural institutions:

• Federal government agency culture
• State budgetary cultural institution of the Sverdlovsk region
• State cultural institution of Moscow

Unusual OPF:

• Regional state educational institution for orphans and children left without parental care
• State special rehabilitation educational institution of secondary vocational education - technical school for the disabled
• Federal State Educational Institution of Secondary (Full) general education "Astrakhan Suvorov Military School of the Ministry of Internal Affairs Russian Federation» - does not have the indication “military”.

state and municipal unitary enterprises

OPF of unitary enterprises:

• Federal State Unitary Enterprise
• State regional unitary enterprise
• State unitary enterprise
• Municipal unitary enterprise

see also

• Types of companies

Sources

• Chapter 4
• Federal Law of May 19, 1995 N 82-FZ “On public associations”
• Resolution of the State Standard of the Russian Federation dated March 30, 1999 N 97(ed. dated 06/09/2001) “On the adoption and implementation of all-Russian classifiers” (together with “ All-Russian classifier forms of ownership" OK 027-99)

Links

• Choosing the organizational and legal form of an enterprise - article by Doctor of Economics, Professor Adukov

Wikimedia Foundation. 2010.

See what “Organizational and legal form” is in other dictionaries:

Organizational and legal form - Legal form, in which registration and activities are carried out legal entity. Examples of organizational and legal form are Open Joint-Stock Company, Closed joint stock company, Limited partnership, Limited company...

The organizational form of ownership of the means of production, enshrined in national legislation. Dictionary of business terms. Akademik.ru. 2001 ... Dictionary of business terms

Legal form of activity- organizational and managerial form of activity of authorized entities. Its legal essence is that it is based on the requirements of the law and always entails certain legal consequences. Unlike the actual... ... Theory of state and law in schemes and definitions

FORM OF OWNERSHIP, ORGANIZATIONAL AND LEGAL - organizational form ownership of the means of production enshrined in national legislation... Large economic dictionary

This article or section needs revision. Please improve the article in accordance with the rules for writing articles... Wikipedia

Joint stock companies- The organizational and legal form of an enterprise, which, for its obligations to creditors, is liable only for the property that belongs to it. Shareholders do not bear any responsibility to creditors; they only risk... Librarian's terminological dictionary on socio-economic topics

General partnership- Organizational and legal form of a commercial organization. A general partnership is recognized as a partnership whose participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and... ... Vocabulary: accounting, taxes, business law

MEETING OF THE FEDERATION COUNCIL- organizational and legal form of consideration by the upper house of the Federal Assembly of issues assigned by the Constitution of the Russian Federation to its jurisdiction. The regulations of the Federation Council stipulate that the chamber holds meetings from September 16 of the current to September 15... ... Encyclopedic Dictionary “Constitutional Law of Russia”

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

Types of legal entities

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

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

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

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

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

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

Organizational and legal forms of legal entities

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

OPF Legal Entity

Institutions

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

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

OOO

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

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

Religious associations

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

Producer cooperatives

Created by the founders for economic activity, whose participants:

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

General partnerships

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

Partnerships of Faith

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

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

Companies with additional liability

In this case, the liability of the company's participants, compared to an LLC, increases and extends to:

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

Although such harsh measures are attractive to investors.

Non-public joint stock companies

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

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

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

Knowledge of what the organizational and legal forms of a legal entity are will be needed primarily by those who have decided to open their own business. Having received information about what they are like, it is easier for a future businessman to determine which form is suitable for him to create his own company.

Page content

Before choosing a legal form, you need to decide on the following questions:

1. How will the company be financed? Will it be necessary to attract investors or will only the owner invest in the company?
2. Does the owner want to run the business independently or hire a director, accountant and other employees?
3. How big will the business be, what is the expected monthly and annual turnover?
4. Which settlement with counterparties is preferred: cash or non-cash?
5. Is it possible to sell the business in the future?

The solution to these issues determines the form of doing business, as well as the number of reporting forms and the frequency of their submission.

What is the organizational and legal form of an enterprise

Before moving on to considering organizational and legal forms, it is necessary to understand what they are.

Organizational and legal forms of a legal entity (OLF) are forms of activity that are directly established by the legislation of the country and determine the rights, obligations and procedure for disposing of the assets of a legal entity.

The main criteria by which legal entities are classified are:

• Activity goals.
• Forms of ownership.
• Participant rights.
• The composition of the owners.

The Civil Code of the Russian Federation includes two main forms of doing business:

• Commercial companies. The main goal they pursue in the course of their activities is to make a profit, which the owners of the company distribute among themselves.
• Non-profit organizations. They are not created for profit, and if profit does arise, it is not distributed among the founders, but is spent on statutory purposes.

Classification of commercial organizational and legal forms

Organizational and legal forms commercial organizations, in turn, are also divided into several types:

• Business partnerships are either full or faith-based (Article 69.82 of the Civil Code of the Russian Federation). The difference between them is the degree of responsibility of the comrades (participants). In a full company, they are liable for the obligations of the company with all their property, and in a faith-based (limited partnership) - only to the extent of their contributions.
• Business companies (Articles 87, 96 of the Civil Code of the Russian Federation) - joint stock companies (JSC). The capital of an LLC consists of contributions from participants and is divided into shares, while in a JSC the capital is divided into a certain amount of shares
• Production cooperatives (Article 106.1 of the Civil Code of the Russian Federation) - citizens unite in such organizations voluntarily on the basis of membership and share contributions. Such cooperatives are based on the personal labor of their members.
• Economic partnership is quite rare and is practically not mentioned in the Civil Code of the Russian Federation; it is regulated by a separate law No. 380-FZ.
• Peasant farming (Article 86.1 of the Civil Code of the Russian Federation) – an association of citizens for the management Agriculture. Based on their personal participation in the business and property contributions.

TO commercial structures in accordance with Art. 113 of the Civil Code of the Russian Federation also includes unitary organizations, which are of two types:

• government;
• municipal.

Important! The property of unitary enterprises is recognized as indivisible and cannot be distributed in the event of their liquidation.

Classification of forms of non-profit organizations

The organizational and legal forms of non-profit organizations assume that the monetary profit received in the course of their activities goes to the implementation of the statutory goals and objectives, often these are social, educational or humanitarian goals. Non-profit organizations have the great advantage of being exempt from most taxes. Businessmen readily take advantage of this.

It is beneficial to establish non-profit forms of organization in the areas of education, the media, and communities of interest. They are such widows:

• A consumer cooperative (Article 123.2 of the Civil Code of the Russian Federation) is not a forced association of people and their property for the implementation of entrepreneurial activities, joint projects.
• Public and religious organizations(Articles 123, 26, 123.4 of the Civil Code of the Russian Federation) - a united group of people who, in their own way, united to meet non-material needs (for example, spiritual, political, professional, etc.).
• Foundation (123.17 of the Civil Code of the Russian Federation) - does not have a membership, an organization established by legal entities and / and citizens, which exists thanks to voluntary contributions. Such an organization can only be liquidated by a court decision. May have goals: charitable, cultural, social, educational.
• Association of Real Estate Owners (Article 123.12) - unites owners of apartments and other buildings, including cottages and land that are in joint use.
• Association and union - based on membership, created to represent common interests, including socially beneficial and professional ones.
• Cossack societies are regulated by separate legislation (No. 154-FZ). Created for voluntary service.
• Communities of indigenous peoples of the Russian Federation of small numbers (Article 123.16 of the Civil Code of the Russian Federation) - such communities are created in order to protect the original habitat and preserve the traditions of nationalities.
• Institutions (Article 123.21 of the Civil Code of the Russian Federation) - are created for managerial, social or cultural purposes.
• Autonomous non-profit organizations(Article 123.24 of the Civil Code of the Russian Federation) - involves the provision of services in the field of education. medicine, culture, science, etc.

We have systematized all the information about each of the forms of management, as well as their pros and cons, in the table:

Which OPF to choose

The most common forms of business are LLC and JSC.

Limited Liability Company LLC

The organizational and legal form of an LLC is a company whose capital consists of the contributions of its participants; they do not bear the risk of losses associated with activities in the amount of their contributions.

Advantages:

• It is easier to create an LLC than other legal entities.
• The liability of the founders is limited to the size of their contributions.
• The minimum amount of authorized capital provided by law is relatively small.
• As legal entities, LLCs can use bank loans, while their conditions are more beneficial than for.
• By choosing special forms of taxation, an LLC can work without an accounting report (or maintain it in a simplified way) and pay taxes according to.
• Selling a business is very simple, just change the composition of the founders.

Flaws:

• It is possible that disagreements between several founders may be difficult to resolve.
• More finance is needed to create an LLC than for an individual entrepreneur.
• Closing an LLC is more difficult than an individual business (IP), often it takes more than one month.
• Important decisions require the consent of all founders.

Limited liability organizations are suitable for medium-sized companies planning large turnover bank account and raising borrowed capital.

This article talks about typical ways to resolve legal issues, but each case is individual. If you want to find out how to solve your particular problem, contact our consultant absolutely FREE!

Joint Stock Company (JSC)

According to the Civil Code of the Russian Federation, a joint-stock company has an authorized capital, which is divided into a certain number of shares. Each shareholder has the right to count on receiving dividends and participating in the management of the company

JSC must necessarily conduct financial statements, and it must be published in the public domain. Each issue of shares is registered in a special register. There is also a need to maintain a register of shareholders. The JSC must have a qualified lawyer and accountant to monitor any changes in legislation in order to avoid violations, as this promises large fines.

A JSC is in a more protected position from raider takeovers than an LLC. Exiting the founders of a joint stock company is simple - you need to sell your shares.

This form of management is suitable for large businesses - manufacturing and construction companies, banks and financial institutions.

Individual entrepreneurship

You can engage in entrepreneurship without forming a legal entity. This form of economic activity includes individual entrepreneurship(IP). This form of activity is simple and beneficial for small and medium-sized businesses.

Private entrepreneurship has its advantages and, of course, disadvantages that need to be known and taken into account:

Advantages of IP:

• Easier than other forms of doing business.
• Opening an individual entrepreneur involves minimal costs.
• Accounting is not needed or requires a simplified form.
• Tax can be paid by .
• There is only one business owner - the entrepreneur.

Flaws:

• The owner bears absolute responsibility for all of his property.
• It is difficult for an individual entrepreneur to get a business loan.
• Legal consolidation or separation of capital between partners is difficult to implement.
• It is often necessary to pay taxes even when the activity is not carried out or results in losses.
• Some counterparties prefer to work with legal entities.

Conducting this form of activity prevails among market traders, small shops, salons to provide any services to the public (for example, hairdressers) or online stores.

Changes made to the Civil Code of the Russian Federation that affected organizational and legal forms

On September 1, 2014, major changes took place in Civil Code RF, which significantly changed the classification of OPF:

• Now there are no additional liability companies. Their creation is no longer permitted in accordance with the requirements of Art. 66 Civil Code of the Russian Federation.
• No significant changes have been made to the LLC; now this company is merged with the ODO.
• New concepts have appeared: unitary and corporate enterprises. In corporate, founders can participate in management and be elected to management bodies (for example, LLC, JSC, etc.) In unitary - the founder is the state or municipality (SUE, MUP).
• Closed and open joint stock companies have changed to public (PJSC) and non-public (JSC).

Joint stock companies that exist both closed and open do not have to re-register OPF according to the new rules. At the same time, when changes are made to the constituent documents for the first time, they must be brought into compliance with the new norms of the Civil Code.

The most popular form of business – LLC – remained unchanged.

It is necessary to have information about OPF and changes in legislation related to the creation of enterprises of various forms of ownership in order to choose the organizational and legal form of activity that is beneficial for you.

Organizational and legal form

An economic entity is a form of an economic entity recognized by the legislation of a particular country, which fixes the method of securing and using property by an economic entity and the ensuing legal status and goals of its activities.

Organizational and legal form- the method of securing and using property by an economic entity and the ensuing legal status and goals of entrepreneurial activity.

In the All-Russian Classifier of Organizational and Legal Forms (OKOPF) (OK 028-99 (as amended by amendment N 1/99)), each organizational and legal form corresponds to a two-digit digital code, the name of the legal form, and a collection algorithm.

Classification of organizational and legal forms in the Russian Federation

There are the following types of organizational and legal forms of economic entities (hereinafter also OPF):

OPF of business entities that are legal entities-commercial organizations

• Partnerships
• Societies
• Joint stock companies
• Unitary enterprises
  • Unitary enterprises based on the right of economic management
  • Unitary enterprises based on the right of operational management
• Others

OPF of business entities that are legal entities-non-profit organizations

• Public associations (including religious associations)
  • Public amateur bodies
• Foundations (including public foundations)
• Institutions (including public institutions)
• Communities of indigenous peoples
• Associations of legal entities (associations and unions)
• Peasant (farm) associations
• Gardening, gardening or dacha non-profit partnerships

OPF of business entities without the rights of a legal entity

• Ordinary partnerships

Examples of OPF

state and municipal institutions

The simplest name for the general public fund of government institutions is FGU (federal) and GU (regional, Moscow and St. Petersburg). Sometimes the word “budgetary” is added to the OPF, for example, in the OPF of forestry, correctional colonies. The name of the OPF may include the word “regional” and even the name of a subject of the Russian Federation: “Novosibirsk region”, “city of Moscow”, but not necessarily.

OPF of government institutions:

• Federal government agency
• Regional state institution (State regional institution), OSU
• Government agency
• Federal state budgetary institution

Federal State Budgetary Institution of Science

• Regional state budgetary institution
• State budgetary institution of the Novosibirsk region
• State budgetary institution of the city of Moscow
• State budgetary institution
• State (municipal) government institution

Educational, health and cultural institutions have their own names of public benefit organizations:

OPF educational institutions:

• Federal State Autonomous Educational Institution of Higher Professional Education
• State educational institution of higher professional education
• State educational institution of secondary vocational education
• State educational institution
• Municipal budgetary educational institution
• Municipal preschool educational institution

OPF of military educational institutions:

• Federal State Military Educational Institution of Higher Professional Education
• State military educational institution of higher professional education

OPF of healthcare institutions:

• Federal State Health Institution
• State health care institution
• Municipal health institution

OPF of cultural institutions:

• Federal State Cultural Institution
• State budgetary cultural institution of the Sverdlovsk region
• State cultural institution of Moscow

Unusual OPF:

• Regional state educational institution for orphans and children left without parental care
• State special rehabilitation educational institution of secondary vocational education - technical school for the disabled
• Federal State Educational Institution of Secondary (Complete) General Education "Astrakhan Suvorov Military School of the Ministry of Internal Affairs of the Russian Federation"- does not have the indication “military”.

state and municipal unitary enterprises

OPF of unitary enterprises:

• Federal State Unitary Enterprise
• State regional unitary enterprise
• State unitary enterprise
• Municipal unitary enterprise

see also

• Types of companies

Sources

• Chapter 4
• Federal Law of May 19, 1995 N 82-FZ “On public associations”
• Resolution of the State Standard of the Russian Federation dated March 30, 1999 N 97(as amended on 06/09/2001) "On the adoption and implementation of all-Russian classifiers" (together with the "all-Russian classifier of forms of ownership" OK 027-99)

Links

• Choosing the organizational and legal form of an enterprise - article by Doctor of Economics, Professor Adukov

Wikimedia Foundation. 2010.

• Las Casas, Bartolomé de
• Victor Emmanuel II

See what “Organizational and legal form” is in other dictionaries:

Organizational and legal form- The legal form in which the registration and activities of a legal entity are carried out. Examples of organizational and legal forms are an open joint stock company, a closed joint stock company, a limited partnership, a limited company ...

ORGANIZATIONAL AND LEGAL FORM OF OWNERSHIP- Organizational form of ownership of the means of production, enshrined in national legislation Glossary of business terms. Akademik.ru. 2001 ... Dictionary of business terms

Legal form of activity- organizational and managerial form of activity of authorized entities. Its legal essence is that it is based on the requirements of the law and always entails certain legal consequences. Unlike the actual... ... Theory of state and law in schemes and definitions

FORM OF OWNERSHIP, ORGANIZATIONAL AND LEGAL- organizational form of ownership of the means of production enshrined in national legislation ... Large economic dictionary

Legal system- This article or section needs to be revised. Please improve the article in accordance with the rules for writing articles... Wikipedia

Joint stock companies- The organizational and legal form of an enterprise, which, for its obligations to creditors, is liable only for the property that belongs to it. Shareholders do not bear any responsibility to creditors; they only risk... Librarian's terminological dictionary on socio-economic topics

General partnership- Organizational and legal form of a commercial organization. A general partnership is recognized as a partnership whose participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and... ... Vocabulary: accounting, taxes, business law

MEETING OF THE FEDERATION COUNCIL- organizational and legal form of consideration by the upper house of the Federal Assembly of issues assigned by the Constitution of the Russian Federation to its jurisdiction. The regulations of the Federation Council stipulate that the chamber holds meetings from September 16 of the current to September 15... ... Encyclopedic Dictionary “Constitutional Law of Russia”

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

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

Legal entities are divided into commercial and non-profit.

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

Non-profit are considered organizations for which making profit is not the main goal and do not distribute it among participants. These include consumer cooperatives, public 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 a 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 participant bears equal financial responsibility regardless of the size of his contribution;

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

Partnerships are of 2 types: full and limited.

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

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

A general partnership does not have a charter; it is created and operates on the basis of a constituent agreement signed by all participants. The agreement provides information mandatory 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 the withdrawal of participants from its composition), as well as the size and composition of the share capital; the size and procedure for changing the shares of participants in the share capital; size, composition, terms and procedure for making deposits; liability of participants for violation of obligations to make contributions.

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

Managing the activities of a general partnership carried out by common consent of all participants; each participant, as a rule, has one vote (the constituent agreement 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 a different way of doing business) to act on behalf of the partnership.

A participant has the right to leave a partnership established without specifying a period by declaring his intention at least 6 months in advance; If a 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 any of the participants in court by unanimous decision of the remaining participants. The withdrawing participant, as a rule, is paid the value of part of the partnership’s property, corresponding to his share in the share capital. The shares of the participants are inherited and transferred by succession, but the entry of the heir (legal successor) into the partnership is carried out only with the consent of the other participants. Finally, it is possible to change the composition of the partners by transferring one of the participants (with the consent of the others) of its share in the share capital or part of it to another participant or a third party.

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

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

Limited partnership(fellowship of faith) – differs from a full partnership in that, along with general partners, it includes participants-contributors (limited partners), who bear the risk of losses in connection with the activities of the partnership within the limits of the amounts of contributions made by them.

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

The limited partner's only obligation is to contribute to the share capital. This provides him with the right to receive a portion of the profit corresponding to his share in the share capital, as well as to familiarize himself with the annual reports and balances. 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 share capital or part thereof to another limited partner or a third party, and the participants of the partnership have a pre-emptive right to purchase. In the event of liquidation of a partnership, limited partners receive their contributions from the property remaining after satisfaction of the creditors' claims, in the first place (full partners participate in the distribution of only the property remaining after this, in proportion to their shares in the joint capital on an equal basis with investors).

The liquidation of a limited partnership occurs on all the grounds for the liquidation of a general partnership (but in this case, the preservation of at least one general 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 companies: limited liability companies, additional liability companies and joint stock companies.

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

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

There may be no memorandum of association at all (if the company has one founder), and the charter is mandatory. These two documents have qualitatively different functions: the agreement mainly fixes the relationships of the participants, and the charter - the relations of the organization with the participants and third parties. One of the main objectives of the charter is to fix the authorized capital as a measure of the company’s liability to third parties.

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

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

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

Formation of executive bodies and early termination of their powers:

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

Election of the Audit Commission;

Reorganization and liquidation of the company.

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

A participant has the right to leave the society 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.

Reorganization or liquidation of an LLC is carried out either by decision of its participants (unanimous), or by a court decision in case of violation of legal requirements by the company, or due to bankruptcy. Grounds for acceptance the above decisions may be, in particular:

Expiration of the period specified in the constituent documents;

Achieving the purpose for which society was created;

The court invalidates the registration of the company;

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

A decrease in the value of net assets below the minimum permissible 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 limit established by law and has not decreased to this limit during the year.

Companies with additional liability.

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

Joint stock companies.

Recognizes as a joint stock company a company whose authorized capital 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 participants can alienate their shares without the consent of other shareholders. IN closed joint-stock company there is no such possibility and the 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 directions for ensuring the rights of JSC partners to conduct business safely: property guarantees and constant monitoring of the activities of the JSC administration, based on an appropriate system of procedures and information openness.

The instrument for ensuring property guarantees in relations with a joint stock company is the authorized capital. It is made up of the nominal value of shares acquired by participants and determines the minimum amount of JSC 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 joint-stock company is less than the authorized capital, the latter must be reduced by the appropriate amount. Moreover, if the specified value becomes less than the minimum allowable amount of the authorized capital, such a company is subject to liquidation.

The contribution to the property of a joint-stock company can be money, securities, other things or property rights, or other rights having a monetary value. Moreover, in cases provided for by law, the assessment of participants’ contributions is subject to independent expert verification. This requirement brings closer Russian legislation to the rules developed in other countries to combat dishonest practices in the formation of authorized capital.

The minimum authorized capital of a JSC is 1,000 times the minimum monthly wage (as of the date of submission constituent documents for registration).

JSCs can only issue registered shares.

Appearance board of directors in the management system pursues the only goal - to protect the interests of society participants in conditions of 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 divergence in the direction of the company’s activities with the ideas on this matter of the remaining participants who do not perform managerial functions. The general meeting is an ideal tool in this regard, but the more participants there are in a society, 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 include 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, must be in the structure of any company with a sufficiently large number of participants, regardless of its specific type.

According to , a board of directors (supervisory board) is created in joint stock companies with more than 50 participants; this means that in a JSC with a smaller number of members, 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 highest body of the company in the period between general meetings of shareholders. His competence includes resolving all issues of the JSC’s activities, except those that fall within the exclusive competence general meeting.

3. Production cooperative.

Defined in the Russian Federation as a voluntary association of citizens on the basis of membership for joint economic activities 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 which the assets can decrease or increase without being reflected in the charter and without notifying creditors. Naturally, such uncertainty (for the latter) is compensated by the subsidiary liability of the members of the cooperative for its obligations, the amount and conditions of which should be established by law and the charter.

Of the management features in 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; with more than 50 participants, a supervisory board can be created to control the activities of the executive bodies. Issues within the exclusive competence of the general meeting include, in particular, the distribution of profits and losses of the cooperative. Profits are distributed among its members according to their labor participation in the same way as property in the event of its liquidation, remaining after satisfying the claims of creditors (this procedure can be changed by law and the charter).

A participant in a cooperative can leave it voluntarily 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. 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 a pre-emptive right to purchase; the organization, in the event of other participants refusing to purchase (with a ban on its sale to third parties), is not obliged to redeem this share itself. Similar to the procedure established for an LLC, the issue of inheriting a share is also resolved. The procedure for foreclosure on a participant's share for his own debts - such recovery is allowed only if there is a shortage of other property of this participant, but it cannot be applied to 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, limited or unlimited additional payments may be required (also in accordance with the charter).

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

4.State and municipal unitary enterprises.

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

1) based on the right of economic management (they have greater economic independence, in many ways they act like 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 the right of operational management (state-owned enterprises); In many ways they resemble enterprises in a planned economy; the state bears subsidiary liability for their obligations if their property is insufficient.

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

· name of the enterprise indicating the owner (for a state-owned one - indicating that it is state-owned) and location;

· procedure for managing activities, subject and goals of activities;
· size of the authorized capital, procedure and sources of its formation.

The authorized capital of a unitary enterprise is fully paid by the owner before state registration. The size of the authorized capital is not less than 1000 times the minimum monthly wage 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 authorized capital, about which the enterprise notifies creditors. A unitary enterprise can create subsidiary unitary enterprises by transferring part of the property to them for economic management.