All possible organizational and legal forms of commercial legal entities are enshrined in the Civil Code.

Full partnership.

A business partnership is recognized or is a full one, the participants of which carry out entrepreneurial activities on behalf of the partnership and are subsidiarily liable for its obligations with all the property belonging to them (these participants).

The entrepreneurial activity of a participant in a general partnership is recognized as the activity of the partnership itself, and if the latter’s property is insufficient to pay off its debts, creditors have the right to demand satisfaction from the personal property of any of the participants.

In this case, those participants who joined the partnership after its creation, as well as participants who left the partnership, bear personal property liability for the debts of the partnership. The personal liability of these participants is established by law and cannot be limited by agreement of the participants. In this regard, it is customary to say that the relationships of the participants in a general partnership are of a personal and fiduciary nature.

A general partnership is created on the basis of a constituent agreement from the moment state registration which it arises as a legal entity. Conducting the affairs of a general partnership can be carried out either by each of its participants or by all participants jointly.

The management of a general partnership is based on the general consent of all participants (the principle of unanimity applies).

A participant in a general partnership, along with the powers recognized by law for any participant in a company or partnership, also has the right to familiarize himself with all documentation on the conduct of affairs of the partnership. In addition, he has the right to transfer his share in the joint capital of the partnership either to another partner or to a third party not participating in the partnership, but only with the consent of the other partners. A participant in a general partnership may at any time withdraw from the partnership and demand that part of the property be given to him, in proportion to his share in the share capital, while in a general partnership established for a certain period, the withdrawal of a participant is allowed only if there are good reasons.

The obligations of a general partner are to contribute to the common property and refrain from making transactions in their own interests, or in the interests of persons not participating in the partnership, if these transactions are similar to those that form the subject of the partnership’s activities (this partner must not compete with the partnership).

Violation of his duties by a partner serves as the basis not only for presenting a claim to him for compensation for losses caused to the partnership, but also for the exclusion of such a partner from among the participants of the partnership in judicial procedure. Upon expulsion from the partnership former member the cost of part of the common property is also paid, proportional to its share in the share capital.

Changing the composition of participants according to general rule entails the termination of the partnership's activities, but this may not happen if the constituent agreement or agreement of the remaining participants of the partnership provides for the continuation of the partnership's activities in this situation.

In the absence of an appropriate entry in the constituent agreement or agreement of all remaining participants, the partnership is subject to liquidation. Along with the general grounds for the termination of the activities of a legal entity, a general partnership is also terminated in the case where the only participant remains in it. Because a general partnership cannot exist as a company of one person.

2) Limited partnership (limited partnership) – is an association of persons in which some participants carry out entrepreneurial activities on behalf of the partnership and at the same time are jointly and severally liable for its debts with their personal property, i.e. are general partners, while others only make contributions to the property of the partnership without directly participating in it entrepreneurial activity and bear only the risk of loss of these deposits (these participants are called investors or limited partners).

A limited partnership allows both entrepreneurs (general partners) and non-entrepreneurs (investors) to combine property for business activities, combining in a certain way the properties of an association of persons and an association of capital. At the same time, limited partners (investors), not being professional entrepreneurs and risking only their contribution, do not participate in the conduct of business and in the management of the partnership.

The company name of a limited partnership indicates the name or designation of all general partners or one general partner with the addition of the words “and company”, limited partnership. In this case, the inclusion of the name of the investor in the company name of the limited partnership automatically leads to the transformation of him (the investor) into a general partner with all the ensuing consequences.

The only constituent document of a limited partnership is the memorandum of association, signed by all general partners. Investors do not sign the constituent agreement and do not participate in the formation of its terms. Relations between investors and limited partnerships are formalized by agreements on their contributions.

The management of the affairs of the limited partnership is carried out exclusively by the general partners. Investors do not have the right to participate in the management and conduct of the affairs of the limited partnership. In addition, they do not have the right to challenge the actions of general partners in managing this partnership.

Both general partners and investors take part in the formation of the share capital of a limited partnership. Investors in a limited partnership have the right to receive a portion of the partnership's profits attributable to their share. They can transfer their share to either another investor, and a third party does not require the consent of the general partners.

When investors sell their share to a third party, the remaining investors of the partnership have a pre-emptive right to purchase it, in addition, the investor has the right, at his own discretion, to leave the partnership, having received his contribution.

3) Limited liability companies – An LLC is recognized as a business company with an authorized capital divided into shares, the participants of which are not liable for its obligations and bear the risk of losses associated with the activities of the company within the value of their shares.

As a general rule, LLC has a two-tier management system. The highest, will-forming body of the company is the general meeting of its participants, the competence of which includes the most important issues related to the functioning of the company, which cannot be delegated to the decisions of its other bodies. Issues not within the scope of competence general meeting fall within the competence of the executive body of the company. The executive, will-expressing body of the company carries out the current management of its activities and is accountable to the general meeting. The executive body can be collegial, or it can be sole, while a collegial executive body is formed in the company only if this is provided for by its charter, and the company’s charter may provide for the creation of a supervisory board or board of directors. The Supervisory Board is a permanent body that controls the executive bodies of the company. Participants can be any subjects of the state enterprise, with the exception of state and municipal bodies. The number of participants in an LLC cannot exceed 50, while the LLC can also act as a company of one person (1 participant).

The scope of rights belonging to a specific participant in his company is determined by his specific charter in the capital (?). the participant has the right to alienate his share to both (?) and third parties. When a company participant alienates his share to third parties, other participants have the right of first refusal or acquisition of this share. In addition, a participant in the company has the right to leave it by alienating his share to the company, while he has the right to receive the actual value of his share, that is, the corresponding part of the value of the company’s property.

29.10.11

4) Company with additional liability – A business company with an authorized capital divided into shares of participants is recognized, the participants of which are jointly and severally liable for its obligations with their property in the same multiple of the value of their contributions. Such liability arises only when the property of the company itself is insufficient to cover its debts, however, such liability does not apply to all the property of the participants, but only to a predetermined part of it, provided for by the charter of the company.

5) Joint stock company – it recognizes a business company whose authorized capital is divided into a certain amount of equal shares expressed in securities (shares), and its participants (shareholders) are not liable for the company’s debts and bear the risk of losses within the value of the shares they own.

Joint stock companies are a way of centralizing large capital. Participatory shares in the collected capital are formalized by securities (shares), which, as a general rule, are freely tradable, which makes possible the rapid redistribution of capital from one area of ​​business activity to another. The authorized capital of a joint-stock company is formalized by shares; the exercise of shareholder rights and their transfer to other persons is possible only by presenting and transferring shares as securities. Moreover, exit from the company can only be accomplished by alienating shares to another person, therefore, when leaving the company, the shareholder cannot demand from him (the company) any payments due to his share. He receives only compensation for the alienated shares. The only constituent document of a JSC is its charter. The charter of a joint-stock company, along with general information that must be indicated in the constituent documents of any legal entity, must contain conditions on the categories of shares issued, their quantity and par value. When establishing a joint-stock company, all its shares must be distributed among its founders (paid by them at par value). The governing bodies of the joint-stock company are:

1. general meeting of shareholders, as the supreme will-forming body of the joint-stock company

2. supervisory board (board of directors), as the controlling body of the joint-stock company. (in JSCs with more than 50 participants, they are created without fail).

3. CEO(board of the joint-stock company), as the executive, will-expressing body of this type of legal entity.

Open joint-stock companies have a three-tier management structure. The general meeting of shareholders has exclusive competence, defined directly by law and including the most fundamental issues of the life of the company, which cannot be transferred by the general meeting to the decision of both the executive body and the supervisory board of the joint-stock company. The executive (will-expressing body) of a joint-stock company can be either individual or collegial. As a general rule, the executive body is a sole, collegial body is created only if this is provided for by the charter of the joint-stock company. the executive body carries out management current activities society and resolves all issues that are not within the exclusive competence of the will-forming bodies of society. According to the current Russian legislation JSCs are divided into open JSCs and closed JSCs. Open joint-stock companies have the right to sell their shares not only by private subscription, but also through the free sale of shares to everyone. Shareholders open societies have the right to freely alienate their shares to both other shareholders and third parties. The number of participants in open joint-stock companies is not limited. In contrast, closed joint-stock companies can distribute their shares only among a predetermined circle of persons; the number of participants in closed joint-stock companies cannot exceed 50. Shareholders of a closed joint-stock company have a preemptive right to purchase shares sold by other shareholders of this company. As a general rule, any person can be participants in both OJSC and CJSC. In addition, a joint-stock company can be founded by one shareholder. The JSC must maintain a register of shareholders, which must record the number of shares owned by each shareholder, as well as all transactions of shareholders on the alienation and acquisition of these shares.

6) Production cooperative (artel)- is a commercial organization based on the principles of membership, however, unlike partnerships and societies, cooperatives are designed not only for the pooling of capital, but also for the joint personal labor participation of cooperative members in its activities.

A production cooperative is recognized voluntary association of citizens who are not entrepreneurs for joint production or other economic activity, based on their personal labor participation and the pooling of certain property (share) contributions with their personal limited subsidiary liability for the obligations of the cooperative. The management structure of a production cooperative is determined by its corporate nature in connection with which the highest will-forming governing body is the general meeting of members of the cooperative. In large production cooperatives with more than 50 members, supervisory boards can also be created. The executive bodies of a production cooperative are the board and its chairman, and the chairman of the cooperative simultaneously heads its board. Members of the cooperative and its chairman must be persons taking personal labor participation in the activities of the cooperative. IN production cooperative may consist of any number of participants, but their minimum number is established by law and cannot be less than 5 members. All members of a production cooperative have an equal right to participate in the management of its affairs, always receiving only 1 vote when making decisions at the general meeting, regardless of the size of the share or labor participation. In addition, members of a production cooperative have the right to receive appropriate labor participation or other contribution, a portion of the cooperative’s profits or a liquidation quota. A member of a production cooperative has the right to transfer his share or part thereof both to other members of the cooperative and to third parties, while he can freely leave the cooperative after receiving his share and other payments provided for by the charter. Since the alienation of a share to a 3rd party entails the obligation to accept it into the cooperative, the law limits this possibility by requiring the mandatory consent of the cooperative to accept a new member and the right of other members of the cooperative to preferentially purchase the share alienated to the 3rd party.

7) Unitary enterprise– among all commercial organizations, unitary enterprises are distinguished by the fact that they are not corporations built on the basis of membership and do not become owners of the property assigned to them. The sole founder who created such an enterprise retains the right of ownership of the property transferred to the enterprise, while the enterprise itself is vested only with the right of economic management or operational management of this property. A unitary enterprise is a commercial organization whose property remains the indivisible property of its founder. The term “unitary” emphasizes the indivisibility of the property of such a legal entity by deposits, including between its employees, who do not participate in the formation of the property of their enterprise and do not bear property liability for its debts, and therefore do not have any rights to this property . A unitary enterprise bears independent responsibility for its obligations to all those under its right of economic management or operational management of property. At the same time, the unitary enterprise is not liable with this property for the debts of its founder (owner). The founder (property owner) is liable for the debts of a unitary enterprise only in a subsidiary manner and only in the event of its bankruptcy caused by following the instructions of the owner. A unitary enterprise established by a public owner is the only type of commercial organization that has not general, but special legal capacity, therefore, in its charter, in addition to general information, indicated in the constituent documents of the legal entity must contain information about the goals, subject and types of its activities. State and municipal unitary enterprises are not entitled to carry out the vast majority of property disposal transactions without the prior consent of the founder (owner). In addition, such an enterprise has the right to dispose of any of its property only within the limits that do not deprive it of the opportunity to carry out activities, the goals, subject and types of which are determined by its charter. A unitary enterprise can be created (established) only by the Russian Federation, its Sth, municipal entity. Creation unitary enterprises by co-founding is not allowed. The corporate name of a unitary enterprise must contain an indication of the owner of its property (founder). The only constituent document of a unitary enterprise is its charter, approved by the authorized body of a public legal entity. The owner of the property of a unitary enterprise appoints a manager for it, who is its sole sole executive body. No other organs, including will-forming ones, are provided for in this image. The founder gives the unitary enterprise authorized capital and exercises control over its activities. In cases provided for by law or other legal acts a unitary enterprise is obliged to publish reports on its activities for public information, i.e. conduct business publicly.

01.11.11

Topic: GP objects.

The object is traditionally recognized as what the subject’s activity is aimed at. The object of legal relations therefore means what the subject’s activity is aimed at (in the general view). In science there is still no unity of what should be understood by the object of a legal relationship in general and by the object of a civil legal relationship in particular. In any case, the object of a legal relationship must be distinguished from the reason or incentive for entering into a legal relationship.

Understanding the object depends, among other things, on understanding the legal relationship itself. If by legal relationship we understand a real social relationship regulated by the rules of law, then we will recognize as an object a certain real substance, i.e. some object in the real world. If by legal relationship we understand an ideological relationship (Yu.K. Tolstoy), i.e. a certain model of a special relationship that exists only in legal consciousness, we will certainly consider the social relationship itself as an object. Therefore, when understanding an object, it seems most correct functional approach: before formulating the concept of “Object”, it is necessary to determine the purpose of this category. The main purpose of the category “object of legal relationship” is to delimit various legal relationships among themselves and to determine the legal regime of certain benefits. There are 2 main directions in understanding the object:

1- monistic (its supporters try to find or formulate a single object of a legal relationship, i.e. each legal relationship has one single object); 2- pluralistic (recognizes that each legal relationship can have several objects). Variants of the monistic approach: defining an object as human behavior; the good towards which this legal relationship is directed. Pluralistic (O.S. Ioffe) identified 3 types of objects of civil rights: 1- legal (this is the behavior of obligated persons, which the authorized person has the right to claim); 2- volitional (the will of the bearers of civil laws and regulations); 3-material (this is the object that underlies social relations regulated by law).

The legal list of objects of civil rights is contained in Article 128 of the Civil Code. The objects of civil rights include: things including money and securities , other property, including property rights, works and services, protected results of intellectual activity and means of individualization equivalent to them, intangible benefits.

The category of money and securities is understood as a heterogeneous object. The category money includes cash, which is undoubtedly things, and non-cash money, i.e. funds in bank accounts. The category of securities combines documentary securities - these are strictly formal documents certifying the existence of a subjective right and uncertificated securities // uncertificated shares, which exist in the form of an entry in special registers, including electronic ones. In this regard, the concept for the development of civil legislation and the bill that was introduced on the basis of this concept proposes to amend Article 128. The changes boil down to the following: the objects of civil rights include cash and certified securities. Non-cash funds and uncertificated securities must be subject to liability provisions, i.e. non-cash cash and uncertificated securities are proposed to be considered not an object of civil rights, but a form of existence of obligatory civil legal relations.

All objects of civil rights have, to one degree or another, the property of negotiability. According to their turnover, all objects are divided into 3 categories: objects free for circulation; objects limited in circulation //some medicines, some drugs, some types of weapons; objects completely withdrawn from circulation. From the lecturer’s point of view, objects withdrawn from circulation generally cannot be recognized as objects of civil rights // subsoil areas, narcotic substances - the bulk.

Signs of objects of civil rights:

Sometimes the characteristics of objects of civil rights are combined into a category of similar legal personality – legal objectivity.

1. ability to satisfy interests. Satisfaction of interests can be expressed in the extraction of consumer properties and in the extraction of social properties (means of individualization // brand name)
2. turnover capacity

Types of objects of civil rights:

1. The concept of "property"- The Civil Code does not use this term quite consistently. Three approaches can be distinguished: 1= (Article 128) most often the term “property” is used in a broad sense, including all possible assets, including property rights, not including only non-material goods; 2= ​​very broad (clause 2 of Article 132 of the Civil Code) when defining the concept of “enterprise”, here property means not only assets, but also liabilities, i.e. debts; 3= narrow meaning (clause 1, article 209) here only things are included in the concept of property. Thus, in each case when the legislator uses the term “property,” we need to clarify in what sense, in what context the term property is used. Property includes: things, money, securities, property rights.
2. activity (process)– this can be an activity aimed at creating a material benefit (work) and an activity that in itself satisfies the interests of a person (service)
3. protected results of intellectual activity and means of individualization equivalent to them–
4. special mention should be made of such an object as Property Complex is a collection various types assets united by economic purpose, purpose of use, legal destiny. //enterprise, inheritance, property of the reorganized legal entity
5. intangible benefits//name, honor, dignity, business reputation. It is generally accepted that intangible benefits are not regulated by SOEs, but are only protected, i.e. they can only be objects of protective civil legal relations.

The question about the object of organizational relations - relations related to the organization of activities of subjects of civil rights // the right to information about the activities of a legal entity, the right to demand the conclusion of an agreement. Options:

1. the object is recognized as the state of organization of social relations - this is more a goal than an object
2. object of the main relation, i.e. the relationship that is organized
3. the organized legal relationship itself.

Commercial organizations can be classified on the same basis as legal entities. Thus, depending on the rights of founders (participants) in relation to commercial organizations or their property, the following can be distinguished:

• a) commercial organizations in respect of which their participants have mandatory rights: business partnerships, business societies, production cooperatives,
• b) commercial organizations, the property of which their founders (participants) have ownership or other property rights: state and municipal unitary enterprises.

Depending on the type of property right to property, commercial organizations differ:

• a) commercial organizations with ownership rights to property: business partnerships, business societies, production cooperatives:
• b) commercial organizations with the right of economic management of property: state and municipal unitary enterprises (except for state-owned ones):
• c) commercial organizations with the right of operational management of property: state-owned enterprises.

In this regard, it should be especially emphasized that current legislation excludes the possibility of creating and operating commercial organizations, like other legal entities, only on the basis of property received under an agreement (lease, loan, etc.), in the absence of contributions from the founders to the authorized (share) capital of a commercial organization.

An entrepreneur is an individual or legal entity registered in accordance with the procedure established by law, respectively, as an individual entrepreneur or a commercial organization and carrying out entrepreneurial activities. The fact that a person carries out entrepreneurial activity is the basis for recognizing him as a special subject of civil law - an entrepreneur and determines the need for special requirements to be presented to him and his activities by the legislator.

Thus, the Civil Code has special rules on the entrepreneurial activities of citizens (Article 23), on the insolvency (bankruptcy) of an individual entrepreneur (Article 25), and on commercial organizations (Article 50). All this indicates the need to understand who is an entrepreneur under Russian law and what are the special rules that apply to him and his activities.

Recognition of a person's status as an entrepreneur is an important legal fact and entails certain legal consequences.

Firstly, transactions concluded by an entrepreneur are summarized as related to his business activities and are qualified as trade, i.e. subject to a special regime legal regulation(relations between entrepreneurs or with their participation are specifically highlighted in the structure of the subject of civil law, clause 1, article 2. of the Civil Code).

Recognition of a person's status as an entrepreneur provides him with additional rights and assigns him a number of responsibilities. By granting entrepreneurs additional rights, the legislator assigns him some prerogatives. For example, commercial organizations have the exclusive right to use a company name (clause 4 of Article 54 of the Civil Code) or other intellectual property (Article 138 of the Civil Code).

In particular, the company name individualizes the entrepreneur and his activities in commercial circulation, which has important in competition. The exclusivity of the right to a company name is that other entrepreneurs do not have the right to use it in business without the consent of the copyright holder.

The imposition of additional responsibilities that subject the activities of entrepreneurs to a more strict regime is intended to ensure the interests of others interacting with the entrepreneur. Such responsibilities include: publication of information about the entrepreneur in the unified state register of legal entities, open for general information and giving other persons an idea of ​​the legal status of the entrepreneur (Article 51 of the Civil Code)

Keeping records of business activities, which serves the purpose of monitoring its conduct, and in the event of disputes with other persons, facilitates proof of the facts of business transactions (Article 88 of the Law on Joint Stock Companies), provision by the entrepreneur in in the prescribed manner information about their activities, provision of financial statements for taxation of their activities, etc.

It should be noted that not any individual or legal entity can be an entrepreneur. Prohibitions on engaging in entrepreneurial activities primarily apply to civil servants, i.e. citizens of the Russian Federation performing, in accordance with the procedure established by federal law, their obligations under public office civil service for monetary remuneration paid from the federal budget or the budget of the corresponding constituent entity of the Russian Federation (Clause 1, Article 3 of the Federal Law “On the Fundamentals of the Civil Service of the Russian Federation”) and in accordance with Art. 11 of the Federal Law, a civil servant does not have the right to engage in entrepreneurial activities personally or through proxies.

A commercial organization is considered created and acquires the status of a legal entity from the date of its state registration (clause 2 of Article 51 of the Civil Code). From this moment, the legal capacity of a commercial organization arises, i.e., to have civil rights and bear responsibility.

Naturally, not only individual entrepreneurs can act as subjects of trading activities. Legal entities - commercial and non-profit organizations - have the right to act as subjects of commercial law from the moment information about them is entered into a single State Register legal entities (USRLE). The main goal of a commercial organization is to extract profit from its activities and distribute it among participants. In addition, commercial organizations have general legal capacity. All permissible organizational and legal forms of commercial organizations are enshrined in Art. 50 Civil Code of the Russian Federation. This list is exhaustive.

The most common types of commercial organizations are business partnerships and societies. A partnership is an association of persons, and a company is an association of capital. Participants of the partnership must directly participate in the activities of the organization. The participants of the partnership can be individual entrepreneurs and commercial organizations, the participants of the company can be citizens and legal entities. The rights and obligations of the company are exercised exclusively through its bodies, while the actions of general partners are the actions of the partnership itself. One and the same person can be a participant in only one partnership, but can participate in an unlimited number of companies. In addition, the property liability of participants in these legal entities varies.

The list of organizational and legal forms of non-profit organizations is determined by the Civil Code of the Russian Federation, as well as federal laws. It must be remembered that non-profit organizations have limited commercial legal capacity; they have the right to acquire the necessary material resources and sell the products they produce only in accordance with the statutory goals of their activities; all profits received from business activities are used to achieve these goals. In addition, non-profit organizations do not have the right to enter into supply contracts as suppliers; significant restrictions exist for such organizations in foreign trade operations, when obtaining export licenses and quotas, and when licensing for special types of activities.

These features significantly distinguish non-profit organizations from commercial or even individual entrepreneurs who can participate in trade in full.

The existence of branches and representative offices of a legal entity significantly expands the opportunities for a legal entity to participate in trade turnover (this speeds up and facilitates the promotion of goods). The named divisions are not independent legal entities; they are endowed with property by the legal entity that created them.

Legal entities often create associations in the form of associations and unions. The task of these non-profit organizations that do not have the right to engage in trade and other entrepreneurial activities (with the exception of unions of consumer societies) is to coordinate the activities of participants in joint programs, representation in legislative and executive power, assistance in protecting the interests of participants in such an association. They can develop competitive strategy and market analysis, issues of conducting advertising campaigns, help resolve conflicts with tax and supervisory authorities.

Not only domestic organizations, but also commercial organizations with foreign investments, as well as foreign legal entities and citizens participate in trade turnover. A foreign investor must acquire at least a 10% share (contribution) in the authorized (share) capital of a business partnership or company created on the territory of Russia in order for a commercial organization with foreign investment to be created. Such organizations enjoy additional legal protection, guarantees and benefits provided for by the Federal Law of July 9, 1999 No. 160-FZ “On Foreign Investments in Russian Federation».

In addition, subjects of the Russian Federation, territorial and municipal entities as an independent group of subjects commercial activities also participate in trade relations through their executive bodies.

Among those participating in trading activities persons, there is also a group of special entities, which are called organizers of the commodity market and create the conditions and opportunities for carrying out trading operations by other participants in the commodity market. In addition, they contribute to the development of commerce, trade and economic relations, etc.

Organizations that form the commodity market, in accordance with the Law of the Russian Federation of February 20, 1992 No. 2383-1 “On Commodity Exchanges and Exchange Trading,” include commodity exchanges. They organize and regulate exchange trading, carried out in the form of open and public trading, carried out in a predetermined place and at a certain time according to established rules. The Exchange has the right to carry out only the named types of activities and is not a party to transactions carried out during exchange trading, and is not responsible for failure to fulfill obligations under exchange transactions. Consequently, transactions cannot be made on behalf of or at the expense of the exchange.

A commodity exchange is created by legal entities and (or) individual entrepreneurs, the number of which cannot be less than 10. Members (founders) of the exchange participate in the formation of the authorized capital of the exchange or make membership or other targeted contributions to the property of the exchange. The share of each founder or member of the exchange in its authorized capital cannot exceed 10 percent.

One of the important tools that also contributes to the organization wholesale sales and purchases of goods, are wholesale fairs. Their main tasks are to create conditions for committing trade deals visitors (both establishing connections between manufacturers and consumers of goods - guests of the fair, and searching for intermediaries) and organizing auctions. They cannot actually conduct trading activities on their own behalf. This tool is quite effective (a large number of contracts are concluded here in a short time). Every year the country holds a large number of fairs at various levels - from regional to all-Russian.

Wholesale food markets, the purpose of which is also to create conditions for the sale of goods by producers for wholesale buyers(shops, organizations Catering and etc.). A distinctive feature of wholesale food markets is that they operate constantly (all year round) and, in addition, the market administration (in addition to creating conditions for trading activities) is obliged to monitor the quality of products and their compliance with sanitary requirements.

In order to sell property during the privatization process, during bankruptcy proceedings, as well as in general trade practice, commercial auctions are increasingly used, which are carried out in the form of a competition or auction. Trade organizers can be specialized organizations acting on the basis of an agreement with the owner of the goods, or directly the owners of the goods being sold.

The possibility of holding trade and industrial exhibitions, which have great potential in this industry, is legislated. Such exhibitions are used to sell goods based on samples. Here it is easier to find trade and economic partners and establish stable connections between manufacturers and various buyers. This is due to advertising displays of new types of products or goods with improved properties.

Along with the organizers of trading activities, trade and intermediary organizations are identified as subjects, which are divided into types depending on the functions they perform in the commodity market, the nature of the transactions performed with the goods, the main types of contracts used and other grounds.

There is a whole group of independent trade and intermediary organizations that purchase from the manufacturer and subsequently sell goods to consumers on their own behalf and at their own expense (which is formalized through a chain of contracts).

Among such subjects the following can be distinguished.

1. Dealers are wholesale organizations specializing in the trade of certain goods product groups. The intermediary becomes an official dealer of the company if it assumes the responsibility for selling goods of any manufacturing organization. Legal entities always act as dealers. Their other mandatory feature is independent, i.e. on its own behalf and at its own expense, making purchases and selling goods.

2. Trading houses are multidisciplinary organizations. They carry out not only trade, but partly also production activities, for example, for processing, packaging, packing, sorting of goods sold, etc. Trading house may be in the form of a single legal entity or in the form of a corporation of trading, transport, warehouse and other firms. In accordance with current international and domestic legislation, in order to facilitate the entry of domestic producers into foreign markets, it is possible to form trading houses for foreign trade activities. One of their advantages is the prompt response to changes in market conditions, the performance of important additional functions in connection with the production and sale of goods, the unification of small and medium-sized wholesale organizations, achieved on this basis, reducing distribution costs, the cost of marketing research and advertising events.

3. Traders are specialized intermediaries; they carry out transactions on behalf of clients, but on their own behalf and at their own expense. Unlike dealers, traders can be not only legal entities, but also individual entrepreneurs. Another important difference is that traders specialize in short-term trades, short transactions.

4. Participants in foreign trade turnover are distribution companies (distributors) that sell imported goods in their country. Long-term relationships with foreign suppliers, formation of our own sales network, warehouse stocks goods, study of demand and advertising of goods are the characteristic features of this subject. Distributors operate on the basis of distribution contracts with product manufacturers and sales companies.

Distributors vary depending on the availability of warehouse space:

To having warehouses (regular);

For warehouses that rent or do not have storage facilities.

Firms that do not have their own warehouses and carry out transit deliveries naturally cannot perform the functions of accumulating and storing goods, enter into contracts for supply in future periods, or provide sorting and selection services. assortment groups goods.

All of the above organizations purchase and sell goods independently. But in commercial activity there are subjects who do not acquire ownership rights to goods, but only assist in the sale of goods: commission agents, stock companies, brokers, sales agents, etc.

Thus, commission agents acting in foreign trade turnover, carry out transactions, although on their own behalf, but on behalf of clients and at their expense.

Specialized intermediaries are stock companies that, under a commission agreement, sell goods only to a specific exporter. The goods of the foreign consignor are stored in the so-called consignment warehouse. But unlike the goods received by the distributor, the ownership of this product remains with the foreign supplier (exporter). Subsequently, the goods are sold under contracts to medium and small buyers.

Brokers are also a fairly common type of intermediary who enter into contracts on behalf and at the expense of the principal. Brokers carry out their intermediary activities thanks to a thorough knowledge of supply and demand for certain goods on the market and the ability to promptly carry out orders. Act as independent brokers or firms.

Another important group of subjects are trading agencies and agents. They are engaged in finding buyers for the selling company, negotiating with them and informing them.

This list of subjects of trade turnover is not exhaustive.

Organizers of trade activities such as chambers of commerce and industry (CCI) require special consideration. Features of them legal status are determined by the Law of the Russian Federation of July 7, 1993 No. 5340-1 “On Chambers of Commerce and Industry in the Russian Federation”.

According to the said Law, CCIs are non-profit public organizations formed on a membership basis by commercial and non-profit organizations and individual entrepreneurs. Chambers of Commerce and Industry can be formed on the territory of one or several subjects of the Federation, but only one chamber of commerce and industry can be formed in one territory.

The goals of the Chamber of Commerce and Industry are to promote the development of the country's economy, its integration into the world economic system, the comprehensive development of entrepreneurship, trade, economic, scientific and technical relations with entrepreneurs from other countries. The Chamber of Commerce and Industry of the Russian Federation and the Chamber of Commerce and Industry in the regions of the country carry out a significant variety of work, promoting the formation of a national commodity market.

A significant practical issue is choosing the optimal type of legal entity to engage in trading activities. This depends on the tasks performed by the organization, its goals and content of activities, as well as economic, organizational and legal factors.

This takes into account the speed and efficiency of creating an organization, a more preferential tax regime, labor productivity and the profit growth it provides, and the factor of maintaining the rights of the founders to the property transferred to the authorized capital.

The so-called small and medium-sized businesses have certain opportunities in the field of taxation, for which it is possible to establish a simplified taxation system. Conditions that provide this opportunity include the following:

For legal entities - the total share of participation of the Russian Federation, constituent entities of the Russian Federation, municipalities, foreign legal entities, foreign citizens, public and religious organizations (associations), charitable and other funds in the authorized (share) capital (share fund) of these legal entities should not exceed twenty-five percent (except for the assets of joint-stock investment funds and closed-end mutual investment funds), the share of participation owned by one or more legal entities that are not small and medium-sized businesses should not exceed twenty-five percent;

The average number of employees for the previous calendar year should not exceed the following maximum values ​​of the average number of employees for each category of small and medium-sized businesses:

a) from one hundred one to two hundred fifty people inclusive for medium-sized enterprises;

b) up to one hundred people inclusive for small enterprises; Among small enterprises, microenterprises stand out - up to fifteen people;

Proceeds from the sale of goods (works, services) excluding value added tax or book value of assets ( residual value fixed assets and intangible assets) for the previous calendar year should not exceed the limit values ​​established by the Government of the Russian Federation for each category of small and medium-sized businesses.

According to the Civil Code of the Russian Federation, the property contributed by the founders becomes the property of a legal entity. Only members of the cooperative upon leaving it by virtue of Art. 111 of the Civil Code of the Russian Federation have an unconditional right to return the share contribution to him.

When leaving a partnership or limited liability company, a participant must be paid the value of his share in the authorized (share) capital.

Return of the property itself is possible if the founder did not transfer property in kind, but only the right to own and use this property.

The founder of a joint-stock company, having contributed his property to the authorized capital, completely loses his property rights to it and, upon leaving the joint-stock company, cannot even withdraw his monetary contribution (he has the right only to sell his shares to the company or other persons).

The factor of the possibility of withdrawing property from the authorized capital significantly affects the sustainability of the organization.

More on topic 2.3. Organizations as commercial entities:

1. Chapter 3 COMMERCIAL ORGANIZATIONS AS ENTITIES OF BUSINESS ACTIVITIES
2. Chapter 3. COMMERCIAL ORGANIZATIONS AS SUBJECTS OF BUSINESS ACTIVITIES
3. 2.4. Forms of formation of legal entities as subjects of commercial activity
4. CHAPTER 3. COMMERCIAL ORGANIZATIONS AS A SUBJECT OF BUSINESS ACTIVITY 138
5. Subjects of valuation activities as persons whose activities are regulated by legislation on valuation activities. Appraisers and customers as subjects of assessment
6. 4. Legal status of public associations and commercial organizations as subjects of information law
7. 10.2. Partner groups of a commercial organization as users of information and subjects of financial analysis
8. § 6. Non-profit organizations as business entities
9. Part 2. BANK AS A COMMERCIAL ORGANIZATION AND EXTERNAL MANAGEMENT OF ITS ACTIVITIES
10. 8.1.5. The concept of the financial result of a commercial organization. Indicators of profitability (profitability) of the activities of a commercial organization
11. 22.1. FEATURES OF A COMMERCIAL BANK AS AN ECONOMIC ENTITY
12. 2.1. General characteristics of commercial entities

- Codes of the Russian Federation - Legal encyclopedias - Copyright - Agrarian law - Advocacy - Administrative law - Administrative law (abstracts) -

All legal entities can be classified into commercial and non-profit organizations.

A commercial organization is an organization whose activities are aimed at generating profit and dividing it between participants.

Business societies and business partnerships.

A business company and a business partnership are commercial organizations created on a voluntary basis on the basis of membership, and are endowed by law with general legal capacity. They become the owners of property formed from the contributions of the founders (participants), as well as produced and acquired in the course of their activities.

Differences between a business company and a business partnership:

1. 1. H.T. – association of persons. H.O. – pooling of capitals.

Those. in H.T. In addition to property contributions, direct, personal participation in the affairs of the partnership is assumed. These affairs must be carried out by the participants themselves, without involving hired persons. Participants H.T. (full comrades) can only be individual entrepreneurs and commercial organizations.

2. Participants in partnerships (with the exception of investors), unlike participants in companies, bear unlimited liability with personal property for the obligations of such partnerships if the latter lack their own property.

Economic societies.

Limited Liability Company– a business company whose authorized capital is divided into shares. The participants are not liable for the debts of the company and bear the risk of losses within the limits of their contributions, and the company is not liable for the debts of the participants. The number of participants is no more than 50. Otherwise, the LLC must be transformed into an OJSC or a production cooperative. LLC can be established the only participant. An LLC has no right to have another company founded by a single person as its founder.

The LLC has a two-tier board structure:

1. The supreme body is the meeting of participants (or the sole founder).
2. Executive body: always sole (director) and, if necessary, a collegial body is created.

Upon leaving the LLC, a participant has the right to be paid a portion of the property corresponding to his share.

Additional liability company– corresponds to the characteristics of an LLC, with the exception of the additional liability of participants. Participants jointly and severally bear subsidiary (additional) liability for the debts of the ALC, i.e. are liable if the company's property is insufficient.

With the entry into force of the Federal Law of 05.05.2014 No. 99-FZ “On amendments to Chapter 4 of Part 1 of the Civil Code of the Russian Federation and on the recognition as invalid of certain provisions of legislative acts of the Russian Federation,” this organizational form of entrepreneurial activity will be excluded.

Joint Stock Company (CJSC or OJSC)- a business company whose authorized capital is divided into a certain number of shares, and its participants (owners of shares - shareholders) are not liable for the company’s debts and bear only the risk of losses within the value of the shares they own. Exit from the company can only be accomplished by alienating the share(s) to another person. Thus, the joint stock company is guaranteed against a decrease in its property due to the withdrawal of its participants.

The importance of a joint stock company lies in the possibility of attracting and centralizing large capital, initially dispersed among many small owners.

Joint-stock companies are divided into closed (CJSC) and open (OJSC). OJSC has the right to sell its shares to an indefinite number of persons. Shareholders of an OJSC have the right to freely alienate their shares to both other shareholders and third parties. CJSCs can distribute their shares only among the founders or other predetermined circle of persons. The number of participants in a closed joint stock company should not exceed 50.

JSC management structure:

The supreme body is the general meeting of shareholders, which has exclusive competence to change the charter, make decisions on reorganization or liquidation, form executive bodies, etc.

Board of Directors (supervisory board) (if there are more than 50 participants - mandatory).

The executive body (sole and (or) collegial) is responsible for resolving all issues that do not constitute the exclusive competence of the general meeting and the Board of Directors.

Economic partnerships.

General partnership- a partnership whose participants, in accordance with the constituent agreement concluded between them, carry out entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them.

A person can be a member of only one general partnership.

Management of the activities of a general partnership is carried out by general agreement of all participants. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants.

Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the joint capital, unless otherwise provided by the constituent agreement or other agreement of the participants.

Limited partnership - a partnership in which, along with participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners), there are one or more participants - investors (limited partners) who bear the risk of losses associated with the activities of the partnership, within the amounts contributions made by them and do not take part in the partnership’s business activities.

The management of the limited partnership is carried out only by the general partners.

Production cooperative (artel) – a commercial organization, which is a voluntary association of citizens who are not entrepreneurs for joint production or other economic activities based on their personal labor (or other) participation and the pooling of certain property (share) contributions, with their personal limited subsidiary liability for the obligations of this commercial organization .

The highest governing body of a cooperative is the general meeting of its members.

State and municipal unitary enterprises.

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

Only state and municipal enterprises can be created in the form of unitary enterprises.

The property of a state or municipal unitary enterprise is respectively in state or municipal ownership and belongs to such an enterprise with the right of economic management (Article 294 of the Civil Code) or operational management (Article 295 of the Civil Code).

Economic partnership.

In accordance with Federal Law dated December 3, 2011 N 380-FZ “On Business Partnerships,” a business partnership (hereinafter referred to as partnership) is recognized as one created by two or more persons commercial organization, in the management of whose activities, in accordance with this Federal Law, partnership participants (partners), as well as other persons, take part within the limits and to the extent provided for in the charter and agreement on the management of the partnership. The list of activities that cannot be carried out by partnerships is approved by the Government of the Russian Federation.

Participants in the partnership (partners) are not liable for the obligations of the partnership and bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them. The partnership is liable for its obligations with all the property belonging to it and is not liable for the obligations of its participants.

From September 1, 2014, Federal Law No. 99-FZ dated 05.05.2014 introduced a new classification organizational forms legal entities. All legal entities according to changes in Civil Code will be divided into corporations and unitary legal entities (Article 65.1 of the Civil Code of the Russian Federation as amended by Law No. 99-FZ). The possibility of creating additional liability companies and closed joint stock companies is excluded. A new organizational and legal form has been created non-profit organization- partnership of real estate owners.

Corporations- organizations in respect of which their participants have corporate rights. These organizations include all commercial legal entities (with the exception of unitary enterprises), as well as a number of non-profit ones:

Consumer cooperatives;

Public organizations;

Associations (unions);

Property Owners Associations;

Cossack societies included in the relevant state register;

Communities of indigenous peoples.

Unitary organizations– legal entities whose founders do not become participants and do not acquire membership rights in them.

These include state and municipal unitary enterprises (which are commercial organizations), as well as the following non-profit organizations:

Public, charitable and other foundations;

State institutions (including state academies of sciences), municipal and private (including public) institutions;

Autonomous non-profit organizations;

Religious organizations;

Public law companies.

Business companies from September 1, 2014 are divided into public(joint stock companies, whose shares and securities convertible into such shares are publicly placed (by open subscription) or publicly traded) and non-public(limited liability companies and joint stock companies that do not meet the criteria of a public company).

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general restrictions (at the level Art. 50

Non-profit organizations, as a general rule, differ from commercial ones in that they have the right to carry out entrepreneurial activities only insofar as this is necessary to achieve their statutory goals. At the same time, they do not have the right to distribute the profit received among their participants (Clause 1, Article 50 of the Civil Code of the Russian Federation).

The current version of the Civil Code of the Russian Federation contains an open list of non-profit organizations. However, in accordance with the changes coming into force on September 1, 2014. Clause 2 of Article 50 of the Civil Code will be set out in new edition, and will contain a closed list of organizational and legal forms of non-profit organizations ( consumer cooperatives, public organizations, associations (unions), partnerships of real estate owners, Cossack societies, communities of indigenous peoples of the Russian Federation, funds, institutions, autonomous non-profit organizations, religious organizations, public companies).

Non-profit organizations may carry out income-generating activities, if provided for by their charters, only insofar as this serves the purposes for which they were created and if it is consistent with such purposes. A non-profit organization, the charter of which provides for the implementation of income-generating activities, with the exception of state-owned and private institutions, must have property sufficient for the implementation of these activities with a market value of at least the minimum amount of authorized capital provided for limited liability companies

Restrictions on the right to engage in entrepreneurial activities for non-profit organizations (in force since the adoption of the Civil Code of the Russian Federation) can be divided into two types:

general restrictions (at the level Art. 50 Civil Code of the Russian Federation) - connection with the main activity and a ban on the distribution of profits;

private (specific) restrictions (at the level of individual norms) federal laws) - establishing additional limits, including by listing permitted types of business activities.

In any case, non-profit organizations are created for socially beneficial purposes, therefore entrepreneurial activities should be carried out exclusively auxiliary function, i.e. be subordinated to the statutory goals. According to M.V. Bloshenko, “we can talk about “serving” entrepreneurial activity to the main goal of a non-profit organization, if the profit received from entrepreneurial activity is directed directly to achieving these goals”

Commercial organizations as subjects of business law: concept and types.

A commercial organization is a legal entity that pursues making a profit as the main goal of its activities, in contrast to a non-profit organization that does not aim to make a profit and does not distribute the profits between participants

Main features of a commercial organization:

The purpose of the activity is to make a profit;

A clearly defined organizational and legal form in the law;

Distribution of profits between participants of a legal entity.

Also, commercial organizations have all the characteristics inherent in a legal entity: They have separate property on the basis of ownership, economic management or operational management, and other property rights; the property may be rented; They are liable for their obligations with the property they own; Acquire and exercise property and non-property rights on their own behalf; bear responsibilities;

They can be a plaintiff and a defendant in court.

The types of commercial organizations are defined by Part 2 of Art. 50 of the Civil Code of the Russian Federation: Legal entities that are commercial organizations can be created in the organizational and legal forms of business partnerships and societies, peasant (farm) households, economic partnerships, production cooperatives, state and municipal unitary enterprises.

Participants in a commercial organization have the right to participate in management.

Receive information about their activities.

Receive profit in proportion to the contribution.

Receive property after liquidation.

The procedure for creating a commercial organization

1. Determination of the composition of the founders, holding a general meeting of the founders.

(different requirements for the competence and status of the institution depending on the organizational and legal form) Restriction for state. Employees.

2. Choice of organizational and legal form (except for restrictions) Auditors are not JSC.

1. Number and status of the institution.

2. Activity profile.

3. Sources of capital.

4. The structure of relations both between the founders and between management bodies.

5. Measure of labor and other personal participation.

6. Ability to control other commercial organizations.

7. Responsibility measures for founders.

3. Registration of constituent documents.

Foundation agreement (Business partnership) – documents that are concluded by the founders of the legal entity. Persons in simple written form, by drawing up a single document, indicating in it the place and date of conclusion of the agreement, and also its validity period, signed by the participants in person.

Charter (JSC, LLC, Production cooperative, state municipality. Enterprise) - documents establish legal status organizations.

4. Development of the name of a commercial organization - individualization in economic circulation. Mandatory indication of organizational legal form. Legal regime of objects of foreign communities. Sometimes using certain words (for example Bank)

5. Determination of the location of the organization (indicated in the constituent documents) - the location of the main management body of a permanent legal entity.

6. Formation of authorized (share) capital, authorized share fund (at the time of state registration for ..... no less than 50% - capital, 10% - share contribution in the production cooperative)

7. State registration of legal entities. Persons in the manner prescribed by law.

Registration with the tax authority, state. Social funds.

Stamps. Registration with statistical authorities.

Opening a current account.

The creation of a subject of business law is the process of performing legally significant actions and adopting relevant acts aimed at giving a person the status of a subject of business law.

Traditionally, there are four ways to create subjects of business law.

1. The constituent-administrative method provides that the basis for establishing a legal entity is an order of the relevant state or municipal body(decisions of the Government of the Russian Federation, bodies of constituent entities of the Russian Federation and local self-government). This method applied when creating state and municipal unitary enterprises. The functions of the owner for the creation of such enterprises are assigned to the relevant federal executive authorities, executive authorities of the constituent entities of the Russian Federation and the relevant local government authorities.

2. The incorporation method is used when creating commercial organizations with one participant (for example, business entities), as well as during the legitimation of individual entrepreneurial activity.

3. The contractual-constituent method is used when creating commercial organizations with more than one founders (business partnerships, business societies, production cooperatives).

4. The permissive-constituent method requires obtaining permission from a state body to create a commercial organization (for example, on the basis of Article 17 of the RSFSR Law “On Competition and Restriction of Monopolistic Activities in Product Markets”, in some cases it is necessary to obtain permission from the antimonopoly authority).

Types and procedure for commercial reorganization

Organizations

Reorganization of a legal entity (merger, accession, division, separation, transformation) can be carried out by decision of its founders (participants) or a body of the legal entity authorized to do so by the constituent document.

Reorganization of a legal entity with a simultaneous combination of its various forms is allowed.

Reorganization with the participation of two or more legal entities, including those created in different organizational and legal forms, is allowed, if this Code or another law provides for the possibility of transforming a legal entity of one of such organizational and legal forms into a legal entity of another of such organizational and legal forms.

Reorganization is a set of legally significant actions of the founders of legal entities and government. Bodies aimed at implementing the transfer of rights and obligations of legal entities. Persons to other legal entities Persons in the order of legal succession, as well as the execution of state acts by authorized state bodies. Registration of creation and liquidation of legal entities. Persons, changes in their constituent documents. Regulated by GK.

Types (forms):

1. Merger: When merging legal entities, the rights and obligations of each of them are transferred to the newly emerged legal entity in accordance with the transfer deed.

2. Merger: When a legal entity is merged with another legal entity, the rights and obligations of the merged legal entity are transferred to the latter in accordance with the transfer deed.

3. Division: When a legal entity is divided, its rights and obligations are transferred to the newly created legal entities in accordance with the transfer deed.

4. Separation: When one or more legal entities are separated from a legal entity, the rights and obligations of the reorganized legal entity are transferred to each of them in accordance with the transfer act.

5. Transformation: When transforming a legal entity of one organizational and legal form into a legal entity of another organizational and legal form, the rights and obligations of the reorganized legal entity in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants), the change of which is caused by the reorganization .

6. Depending on the entity that made the decision to reorganize the legal entity. Faces:

1. Voluntary (the decision is made by the founders)

2. Compulsory (in cases provided for by law, in case of violation of publicity, an external manager is appointed)

Reorganization procedure:

1. Consent of government bodies (merger, accession if the transaction of total assets is more than 30 million rubles)

2. Written notification to creditors (they may require early repayment for fulfillment of an obligation or termination of an obligation and compensation for losses)

3. Ensuring the rights of creditors (the transfer deed must contain information about legal succession, if the transfer deed does not determine the successor - joint and several liability)

4. Making a decision on reorganization, approving the transfer act

5. State registration of newly formed legal entities.

6. A legal entity is considered reorganized from the moment of state registration of changes in the Unified State Register of Legal Entities.

1. The transfer act must contain provisions on succession for all obligations of the reorganized legal entity in relation to all its creditors and debtors, including obligations disputed by the parties, as well as the procedure for determining succession in connection with a change in the type, composition, value of property, emergence, change, termination rights and obligations of the reorganized legal entity that may occur after the date on which the transfer deed was drawn up.

2. The transfer act is approved by the founders (participants) of the legal entity or the body that made the decision on the reorganization of the legal entity, and is submitted together with constituent documents for state registration of legal entities created as a result of reorganization, or amendments to the constituent documents of existing legal entities.

Failure to submit a deed of transfer along with the constituent documents and the absence of provisions in it on legal succession for all obligations of the reorganized legal entity will entail a refusal of state registration of legal entities created as a result of the reorganization.