Current organizational and legal forms of legal entities. Abstract: Organizational and legal forms of commercial organizations

The organizational and legal forms of organizations are determined by Chapter 4 of the Civil Code of the Russian Federation. As noted above, the organizational and legal form determines:

how the authorized capital is formed;

goals of the organization;

features of enterprise management;

profit distribution and a number of other points.

The following organizational and legal forms of commercial organizations are distinguished:

partnership (full partnership and limited partnership);

company (limited liability company, additional liability company, joint stock company);

unitary enterprise (municipal unitary enterprise and state unitary enterprise);

production cooperative.

The following organizational and legal forms of non-profit organizations are distinguished:

consumer cooperatives;

institutions;

charitable and other foundations;

public and religious organizations;

associations or unions.

Partnerships. Business partnerships And society are commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Partnerships are associations of individuals and (or) legal entities who unite for joint activities, the property of the partnership is formed from the contributions of the participants. The partnership can be organized as follows:

general partnership;

limited partnership (limited partnership).

General partnership- this is 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 are liable for its obligations with the property belonging to them. A general partnership is created and operates on the basis of a constituent agreement. All participants have equal rights in the management of the partnership, that is, any of the participants can undertake obligations on behalf of the partnership, and this obligation automatically falls on all other participants, therefore, there must be a high degree of trust between general partners. A feature of a general partnership is that all partners bear full responsibility for the obligations of the partnership, which also extends to the personal property of the founders.

Partnership of Faith ( limited partnership) assumes that, in addition to full participants (comrades), it includes one or more participant-investors (commandists). That is, participant-investors only invest in the activities of the partnership, but do not participate in its management and bear the risk of losses on the obligations of the partnership only within the limits of their contribution. If a participant-investor begins to interfere in the activities of such a company, then it must be reorganized into a general partnership.

The authorized capital (share capital) of any partnership is formed from contributions from all participants. Profit (or losses) is distributed in proportion to the share of participants in the share capital, unless otherwise provided by the constituent documents.

Society. A company is a commercial organization established by one or more persons, the authorized capital of which is divided into shares determined by the constituent documents. It follows from this that companies, unlike partnerships, involve the pooling of capital. The participants of the company are not liable for the obligations of the company and bear the risks of losses associated with its activities, within the limits of the value of the contributions made. The company can be created in the form of:

limited liability companies;

additional liability companies;

joint stock company(open joint stock company and closed joint stock company).

Limited Liability Company (LLC). A limited liability company is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents; Participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of their contributions.

Thus, the authorized capital of a limited liability company is formed from the contributions of the founders, and their liability is limited to their contribution. At the same time, the number of LLC participants should not exceed 50 people. If the number of participants in the company exceeds this established value, then either the company within a year must either transform into an open joint-stock company or into a production cooperative, or must reduce the number of participants, or it will be liquidated in court.

The highest governing body of the company is the meeting of founders, which must be held at least once a year; the organization's charter may also provide for the formation of a board of directors (supervisory board). Management current activities of the company is carried out by the sole executive body of the company or the sole executive body of the company and the collegial executive body of the company. The executive bodies of the company are accountable to the general meeting of the company's participants and the board of directors (supervisory board) of the company.

The company's net profit is distributed based on the results of the reporting period in proportion to the contribution of each participant.

In addition to the Civil Code of the Russian Federation, the activities of LLCs are regulated by the Law “On Limited Liability Companies”.

Additional liability company (ALS). A company with additional liability is a company founded by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents; Participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company. In the event of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the remaining participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided for by the constituent documents of the company. That is, in a company with additional liability, it is assumed that its participants have additional liability for the obligations of the company. The additional liability is typically a multiple of the contribution (e.g., four times, eight times the contribution, etc.). As a rule, the largest investor or foreign partner insists on additional responsibility.

The rules of the Civil Code on limited liability companies apply to an additional liability company.

Joint-Stock Company. A joint stock company is a company whose authorized capital is divided into a certain number of shares; Participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own. A joint stock company can be created in the form of:

open joint stock company (OJSC);

closed joint stock company (CJSC).

A joint stock company, the participants of which can alienate shares belonging to them without the consent of other shareholders, is recognized open joint stock company. Such a joint stock company has the right to conduct an open subscription for the shares it issues and their free sale under the conditions established by law and other legal acts. An open joint stock company is obliged to annually publish for public information an annual report, balance sheet, and profit and loss statement.

A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons, is recognized as a closed joint stock company. Such a company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons. Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company. The number of participants in a closed joint-stock company should not exceed 50 people, otherwise it is subject to transformation into an open joint-stock company within a year, and at the end of this period - liquidation in court, unless their number decreases to the limit established by law. In cases provided for by the law on joint stock companies, a closed joint stock company may be required to publish an annual report, balance sheet, and profit and loss account for public information. Comparative characteristics CJSC and OJSC are given in table. 7.

Table 7 - Comparison of OJSC and CJSC by main parameters

Parameters for comparison	public corporation	Closed joint stock company
1. Circulation of securities	Free circulation on open market valuable papers. It is possible to freely alienate (sell) shares without the consent of the remaining shareholders	The circle of shareholders itself is negotiated at the stage of creation of the CJSC. The sale of shares is possible only with the consent of all participants (shareholders). At the same time, the shareholders themselves have a preemptive right to purchase these shares
2. Minimum size authorized capital	1,000 minimum wage	1 00 minimum wage
3. Maximum number of participants (shareholders)	Not limited	50 people
4. Possibility of increasing the authorized capital	Since the shares are freely traded on the securities market, there is a possibility for a significant increase in the authorized capital and, therefore, the possibility of increasing the authorized capital is higher	Since the shares will be distributed among the “old” shareholders, the possibility of increasing the authorized capital is limited financial capabilities current shareholders
5. Possibility of loss of control (controlling stake)	There is a fairly high probability of losing a controlling stake, since shares can be freely purchased on the open market	The likelihood of losing a controlling stake is low, since any change in the authorized capital, additional issue of shares, or resale of shares are possible only with the consent of all shareholders

The supreme management body of a joint stock company is general meeting shareholders, which must be held at least once a year. The meeting of shareholders elects a board of directors (supervisory board) and an audit commission (auditor). In turn, the board of directors selects the general director. Board of Directors and CEO are the executive body and are involved in the current management of the company, the audit commission controls their activities. Distribution of profits in a joint stock company is carried out in the form of payment of dividends on shares.

The activities of joint stock companies, in addition to the Civil Code of the Russian Federation, are regulated by the Law “On Joint Stock Companies”. The Civil Code of the Russian Federation also distinguishes the concepts subsidiary and dependent company. A company is recognized as a subsidiary if another (main) business company (partnership), due to its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions made by such company. Essentially, more than 50% of the authorized capital of a subsidiary company is formed by another company (or partnership), due to which the latter has the ability to manage such a company. That is, such a company is an independent economic entity, an independent legal entity, but since more than 50% of its authorized capital belongs to another person, the activities of this company will be determined by another person.

In this case, the subsidiary is not liable for the debts of the main company (partnership). The parent company (partnership), which has the right to give mandatory instructions to the subsidiary, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions. The parent company (partnership) is considered to have the right to give mandatory instructions to the subsidiary company only if this right is provided for in the agreement with the subsidiary company or in the charter of the subsidiary company.

In the event of insolvency (bankruptcy) of a subsidiary due to the fault of the main company (partnership), the latter bears subsidiary liability for its debts. Shareholders of a subsidiary have the right to demand compensation from the parent company (partnership) for losses caused to the subsidiary through its fault. Losses are considered caused by the fault of the main company (partnership) only in the case where the main company (partnership) used the right and (or) opportunity available to it for the purpose of committing an action by the subsidiary, knowing that as a result of this the subsidiary would suffer losses.

A company is recognized as dependent if another (dominant) company has more than 20 percent of the voting shares of the first company. Another (dominant) company, having a significant share in the authorized capital, has the opportunity to participate in the management of such a company or, at a minimum, its opinion will be taken into account when making decisions. A company that has acquired more than 20 percent of the company's voting shares is obliged to immediately publish information about this in the manner determined federal body executive power on the securities market and the federal antimonopoly authority.

It should be emphasized that subsidiary and dependent companies are not separate organizational and legal forms, but only a reflection of the fact that another company may have a predominant role in the management of such companies. Otherwise, these are ordinary societies.

Unitary enterprise. A unitary enterprise is a commercial organization that is not vested with ownership rights to the property assigned to it. The property of such an organization is an indivisible whole and cannot be distributed among shares, deposits, shares, etc., including between employees - this is the principle of unitarity (indivisibility of property). The authorized capital of an enterprise is formed by the owner (state or municipal government bodies) by transferring it to the enterprise.

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 (which must be reflected in the company name of the enterprise). The size of the authorized capital of a state municipal enterprise should not be less than 5,000 minimum wages, of a municipal unitary enterprise - 1,000 minimum wages. The property is transferred by the owner to the state or municipal unitary enterprise:

on the right of economic management;

on the right of operational management.

A state or municipal unitary enterprise, to which property belongs under the right of economic management, owns, uses and disposes of this property within the limits determined in accordance with the Civil Code. Thus, the right of economic management presupposes that the owner of property under economic management decides on the creation of an enterprise, determining the subject and goals of its activities, its reorganization and liquidation, appoints a director (manager) of the enterprise, exercises control over the intended use and safety of property belonging to the enterprise property. The owner has the right to receive part of the profit from the use of property under the economic control of the enterprise. An enterprise does not have the right to sell what it owns under the right of economic management. real estate, rent it out, pledge it, make a contribution to the authorized (share) capital of business companies and partnerships, or otherwise dispose of this property without the consent of the owner.

With the right of operational management on the basis of a state or municipal enterprise, they can be created state-owned enterprises(that is, a state-owned enterprise is a unitary enterprise created with the right of operational management). A state-owned enterprise, in relation to the property assigned to it, exercises, within the limits established by law, in accordance with the goals of its activities, the tasks of the owner and the purpose of the property, the rights of ownership, use and disposal of it. The owner of property assigned to a state-owned enterprise has the right to withdraw excess, unused or misused property and dispose of it at his own discretion.

In general, we can say that the right of operational management presupposes stricter control over the use of property - the property is used in accordance with the purposes determined by the owner.

It should also be noted that a unitary enterprise, in addition to the property assigned to it by the right of economic management or by the right of operational management by the owner, can form property at the expense of income from its activities.

In the management structure, one can highlight the fact that the head of such an enterprise is appointed by the owner of the property (or a person authorized by him); The director of the enterprise is accountable to the owner. The procedure for distributing the profit of a unitary enterprise is determined by the owner. As a rule, the owner has the right to receive a portion of the net profit.

The activities of unitary enterprises, in addition to the Civil Code of the Russian Federation, are regulated by the Law “On State and Municipal Unitary Enterprises”.

Production cooperative. A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activity(production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and the association of its members (participants) of property shares. Participation in a production cooperative by legal entities is also allowed. The number of cooperative members must be at least 5.

The authorized capital of production capital is formed through share contributions. The highest governing body is the meeting of participants. If the number of participants exceeds 50 people, then a supervisory board can be created. The executive body of the management is the board and its chairman.

The profit of a production cooperative is distributed among its members in proportion to their labor participation, unless otherwise provided by the charter. By decision of the general meeting of members of the cooperative, part of the profit of the cooperative may be distributed among its employees.

In addition to the Civil Code of the Russian Federation, the activities of production cooperatives are regulated by the Law “On Production Cooperatives” and the Law “On Agricultural Cooperation”.

The legal capacity of legal entities, unlike citizens, even within the same organizational and legal form can be different. The legal capacity of a legal entity arises from the moment of its state registration. In addition, on individual species activities determined by law, legal entities must obtain a special permit - a license.

According to current legislation, all legal entities, including business organizations, are divided into two large groups.

The first includes those business organizations that have general legal capacity. They may have civil rights and bear civil responsibilities necessary for the implementation of any types of entrepreneurial activity not prohibited by law. The circle of such legal entities includes commercial organizations (with the exceptions established by law. Making a profit for them is the main goal of their activity; they are professionally engaged in entrepreneurship. These include:

General partnership

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 are responsible for its obligations and property belonging to them. Management of the activities of a general partnership is carried out by general agreement of all participants. As a rule, each participant in a general partnership has one vote. Participants jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

General partnerships are typical mainly for Agriculture and service industries; As a rule, they are small enterprises whose activities are quite easy to control.

Partnership of Faith

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

Since this legal form allows one to attract significant financial resources through an almost unlimited number of limited partners, it is typical for more large enterprises.

Limited Liability Company (LLC)

Such a company is recognized as a company founded by one or several persons, the authorized capital of which is divided into shares determined by the constituent documents; LLC participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the size (value) of the contributions made by them. The authorized capital of an LLC is made up of the value of the contributions of its participants. An LLC has no public liability. This legal form is most common among small and medium-sized enterprises.

Additional liability company

A company whose participants jointly and severally bear subsidiary liability for the obligations of the company with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company itself. The characteristics of the liability of participants in an ALC determine the existence of this organizational and legal form of commercial organizations

Joint Stock Company (JSC)

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

A joint stock company whose participants can alienate their shares without the consent of other shareholders is considered open. Such a joint-stock company has the right to subscribe for shares issued by it and to sell them freely under the conditions established by law. An open joint-stock company is obliged to annually publish for public information an annual report, balance sheet, and profit and loss account.

A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons is considered closed. The constituent document of a joint-stock company is its charter. The authorized capital of a joint-stock company is made up of the nominal value of the company's shares acquired by shareholders. The supreme management body of the JSC is the general meeting of shareholders. The advantages of the joint-stock form of organization of enterprises are: the ability to mobilize large financial resources; the ability to quickly transfer funds from one industry to another; the right to freely transfer and sell shares, ensuring the existence of companies, regardless of changes in the composition of shareholders; limited liability of shareholders; separation of ownership and management functions. The legal form of a joint stock company is preferable for large enterprises where there is a great need for financial resources.

Producer cooperatives

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production activities based on their personal labor and other participation and the association of property shares by its members (participants). In Russia they were known as artel partnerships 6.

A production cooperative is a commercial organization. Constituent document production cooperative is its charter, approved by the general meeting of its members. The number of members of the cooperative should not be less than five. The property owned by the PC is divided into shares of its members in accordance with the charter of the cooperative. The cooperative does not have the right to issue shares. A member of the cooperative has one vote when making decisions at the general meeting.

A special type of commercial organizations are subsidiaries and dependent business companies. A business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of a predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions made by such company. A business company is recognized as dependent if another (predominant, participating) company has more than 20% of the voting shares of the joint-stock company or 20% of the authorized capital of the limited liability company.

The second group includes legal entities - holders of special legal capacity. The essence of special legal capacity is that its holders can have only those civil rights that correspond to the goals of the activity provided for in their constituent documents, and bear the responsibilities associated with this activity. This group consists of:

a) commercial organizations that, as an exception to the general rule, do not have general legal capacity (state and municipal unitary enterprises and other types of organizations provided for by law, for example banks, insurance organizations). Unitary enterprises, as well as other commercial organizations in respect of which special legal capacity is provided, do not have the right to enter into transactions that contradict the goals and subject of their activities, defined by law or other legal acts. Such transactions are void.

The state and other public legal entities, as subjects of commercial law, have legal capacity and legal capacity. Moreover, the legal capacity of these subjects in the field of commercial law as part of civil law is special 7.

The state and administrative-territorial entities should be classified as special, distinct from citizens and legal entities, participants (subjects) of commercial legal relations.

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.

Some enterprises (the majority of them) own property under the right of economic management, while others – under the right of operational management. The legislation establishes types of activities that can be carried out exclusively by state enterprises (production of weapons and ammunition, narcotic and nuclear substances, processing of precious metals and radioactive elements, etc.).

b) non-profit organizations(making profit is not their main goal, and the profit received is not divided among the participants of the organization). These include: consumer cooperatives (they are the only type of non-profit organization in which income received from business activities is distributed among its members); public or religious organizations (associations) financed by the owner of the institution; charitable and other foundations; other organizational and legal forms provided for by law. In particular, the Federal Law “On Non-Profit Organizations” of January 12, 1996. two such forms have been introduced: non-profit partnership and autonomous non-profit organization.

Non-profit organizations can be created to achieve social, charitable, cultural, educational, scientific and managerial goals, to protect the health of citizens, develop physical culture and sports, satisfy the spiritual and other non-material needs of citizens, protect the rights and legitimate interests of citizens and organizations, resolve disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits. It must be emphasized: non-profit organizations can carry out entrepreneurial activities only insofar as it serves the achievement of the goals for which they were created and is consistent with these goals. Such activities include the profit-generating production of goods and services that meet the goals of creating a non-profit organization, as well as the acquisition and sale of securities, property and non-property rights, participation in business companies and participation in limited partnerships as an investor. A non-profit organization keeps records of income and expenses for business activities.

The main criterion for the classification of legal entities is the main purpose of their activities, according to which they are divided into commercial and non-profit organizations.

Commercial organizations. Business partnerships and companies are commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Partnerships are primarily associations of individuals, and societies are associations of capital. Partnerships include a general partnership and a limited partnership; companies include a limited liability company, an additional liability company and a joint stock company.

Full partnership a partnership is recognized, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them (Article 69 of the Civil Code).

General partners can be an individual entrepreneur or a commercial organization, and they cannot become participants in another general partnership or limited partnership. The conduct of the affairs of a general partnership is carried out by all its participants, that is, each general partner can enter into transactions on behalf of the general partnership if constituent agreement no other procedure for conducting business is provided for - by one or more participants or by common agreement.

The constituent document is the memorandum of association. The business name of a general partnership must contain either the names (titles) of all its participants and the words “general partnership”, or the name (title) of one or more participants with the addition of the words “and company” and the words “general partnership”.

Limited partnership (limited partnership)- this is a partnership in which, along with participants who carry out entrepreneurial 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, in within the limits of the amounts of contributions made by them and do not take part in the partnership’s business activities (Article 82 of the Civil Code). Otherwise, the legal status of the limited partnership is identical legal status full partnership.

Limited Liability Company (LLC)- is a company established by one or several persons, the authorized capital of which is divided into shares determined by the constituent documents of the size. Participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the contributions they made (Article 87 of the Civil Code, Article 2 of the Federal Law “On Limited Liability Companies”).

The highest governing body is the general meeting of participants, which elects the executive bodies of the company (collegial or individual). The number of participants in a limited liability company should not exceed fifty. The constituent documents of a limited liability company are the constituent agreement and the charter. The corporate name of a limited liability company must contain the name of the company and the words “limited liability”.

Additional liability company(ALC) is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents; Participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company (Article 95 of the Civil Code). With the exception of the provision on subsidiary liability of its participants, the legal status of limited and additional liability companies is identical.

Joint-Stock Company(JSC) is a company whose authorized capital is divided into a certain number of shares; Participants in a joint stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the shares they own (Article 96 of the Civil Code, Article 2 of the Federal Law “On Joint Stock Companies”).

The constituent document of a joint stock company is the charter. The highest management body is the general meeting of shareholders, which elects the board of directors (supervisory board), which is the supervisory body, and executive bodies (collegial or individual). The corporate name of a joint-stock company must contain its name and an indication that the company is a joint-stock company, as well as an indication of its type. Joint-stock companies are divided into two types: open joint-stock companies (OJSC) and closed joint-stock companies (CJSC).

public corporation has the right to make an open subscription for shares issued by it, its shareholders have the right to alienate shares owned by them without the consent of other shareholders. The maximum number of shareholders of an open joint stock company is not limited. Every year it is obliged to publish for public information an annual report, balance sheet, profit and loss account, as well as other information. The size of the authorized capital of an open joint-stock company must be at least a thousand times the amount minimum size wages.

Closed joint stock company distributes shares exclusively among the founders or among a predetermined circle of persons. Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company.

The maximum number of shareholders of a closed joint stock company should not exceed fifty. A closed joint stock company may be required to publish data on its activities in cases established by the federal executive body regulating the securities market. The size of the authorized capital of a closed joint stock company must be at least one hundred times the minimum wage.

Production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor and other participation and the association of its members (participants) of property share contributions (Article 107 of the Civil Code, Article 1 of the Federal Law “On Production Cooperatives” "). A production cooperative is a special organizational and legal form of commercial organizations.

Participants in a production cooperative can also be legal entities that pool their share contributions, if this is provided for by its charter. The number of members of a production cooperative must be at least five, and the number of cooperative members who do not take personal labor participation in its activities cannot exceed twenty-five percent of the number of cooperative members who take personal labor participation in its activities.

The highest governing body of a production cooperative is the general meeting of its members, which elects the supervisory board (if the number of members of the cooperative exceeds fifty) and executive bodies (collegial or individual). The corporate name of a cooperative must contain its name and the words “production cooperative” or “artel”.

State and municipal unitary enterprises. A unitary enterprise is a commercial organization that is not vested with the right of ownership to the property assigned to it by the owner. The owner of the property is the state or municipality, and this property is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. Unitary enterprises have property assigned to them with the right of economic management or operational management.

Non-profit organizations

Consumer cooperatives- organizations whose members have pooled their property shares to satisfy their material and other needs. Consumer cooperatives include housing-construction, garage, dacha and other cooperatives.

Public and religious organizations- voluntary associations of citizens united on the basis of their common interests to satisfy spiritual or other non-material needs. Religious organizations differ in that they were created for the joint confession and spread of faith and have the following signs: presence of religion; performance of divine services, other religious rites and ceremonies; teaching religion and religious education of its followers.

Fund- a non-profit organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other publicly beneficial goals. Liquidation of the fund is possible only through judicial procedure.

Establishment- an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature and financed by him in whole or in part. The institution has property under the right of operational management.

Associations (unions)- associations of commercial or non-profit organizations to coordinate their activities, represent and protect their interests.

Public entities (state and municipalities)

Public entities in civil law are understood as political structures societies that have public power and participate in civil legal relations, such as: Russian Federation, constituent entities of the Russian Federation and municipalities. Public entities act in civil legal relations on an equal basis with other participants in these relations - citizens and legal entities and do not have the right to use their power, since when participating in civil legal relations they are equal in their legal status to private individuals.

Civil legislation extends the rules governing the participation of legal entities in civil legal relations to public entities, unless otherwise follows from the law or the characteristics of these entities. Legal capacity and legal capacity are considered inherent in public entities by virtue of their status. On behalf of the Russian Federation and the constituent entities of the Russian Federation in civil legal relations, authorities act state power within the framework of their competence established by the acts defining the status of these bodies. Bodies act on behalf of municipalities in civil legal relations local government within the framework of their competence established by the acts defining the status of these bodies.

Public entities are liable for their obligations with property owned by them, except for property assigned to legal entities created by them on the basis of economic management or operational management (the so-called distributed property), as well as property that can only be in state or municipal ownership.

Public entities are not liable for each other’s obligations, as well as for the obligations of the legal entities created by them. The exception is cases when the obligation of property liability is expressly stated in the law, as well as cases where a public entity accepts a guarantee (guarantee) for the obligations of another public entity or legal entity.

The concept of an enterprise, its characteristics

An enterprise is an independently operating entity created (established) in accordance with current legislation to produce products, perform work or provide services in order to meet public needs and make a profit.

After state registration, the enterprise is recognized as a legal entity and can participate in economic turnover. It has the following characteristics:

the enterprise must have separate property in its ownership, economic management or operational management;
the enterprise is liable with its property for the obligations that arise in its relations with creditors, including to the budget;
the enterprise acts in economic transactions on its own behalf and has the right to enter into all types of civil contracts with legal entities and individuals;
the enterprise has the right to be a plaintiff and defendant in court;
the enterprise must have an independent balance sheet and promptly submit reports established by government agencies;
the enterprise must have its own name containing an indication of its organizational and legal form.

Enterprises can be classified according to many criteria:

by appointment finished products enterprises are divided into those producing means of production and those producing consumer goods;
on the basis of technological commonality, an enterprise with continuous and discrete production processes is distinguished;
Based on size, enterprises are divided into large, medium and small;
Based on specialization and scale of production of similar products, enterprises are divided into specialized, diversified and combined.
by type production process enterprises are divided into enterprises with a single type of production, serial, mass, experimental.
according to the characteristics of activity they distinguish industrial enterprises, trade, transport and others.
According to the form of ownership, a distinction is made between private enterprises, collective enterprises, state enterprises, municipal enterprises and joint enterprises (enterprises with foreign investment).

Organizational forms of enterprises

In accordance with the Civil Code of the Russian Federation, the following organizational forms can be created in Russia commercial enterprises: business partnerships and societies, production cooperatives, state and municipal unitary enterprises.

Business partnerships and societies:

general partnership;
limited partnership (limited partnership);
limited liability company,
additional liability company;
joint stock company (open and closed).

Full partnership. Its participants, in accordance with the agreement concluded between them, are engaged in entrepreneurial activity and are liable for its obligations with the property belonging to them, i.e. Unlimited liability applies to the participants of the general partnership. A participant in a general partnership who is not its founder is liable on an equal basis with other participants for obligations that arose before his entry into the partnership. A participant who has left the partnership is liable for the obligations of the partnership that arose before the moment of his withdrawal, equally with the remaining participants, for two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

Partnership of faith. It is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for the circumstances of the partnership with their property, there are participant-investors (commandists) who bear the risk of losses within the limits of their contributions and do not take part in the implementation of the partnership’s entrepreneurial activity. activities.

Limited Liability Company. This is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. Participants in a limited liability company bear the risk of losses associated with the activities of the company to the extent of the value of their contributions.

Company with additional liability. A special feature of such a company is that its participants bear subsidiary liability for the company’s obligations in the same multiple of the value of their contributions. All other provisions of the Civil Code of the Russian Federation on limited liability companies can be applied to a company with additional liability.

Joint-Stock Company. It is recognized as a company whose authorized capital is divided into a certain number of shares. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own. A joint stock company, the participants of which can freely sell their shares without the consent of other shareholders, is recognized as an open joint stock company. Such a company has the right to conduct an open subscription for the shares they issue and their free sale under the conditions established by law. A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized as a closed joint stock company. Such a company does not have the right to conduct an open subscription for shares issued by it.

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

they use effective method mobilization of financial resources;
dispersion of risk, because each shareholder risks losing only the money he spent on purchasing shares;
participation of shareholders in the management of the company;
the right of shareholders to receive income (dividend);
additional opportunities for staff incentives.

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

State and municipal unitary enterprises. A unitary enterprise is a commercial organization that is not vested with the right of ownership of the property assigned to the owner. The property of a unitary enterprise is indivisible and cannot be distributed by contribution (shares, units). Including between employees of the enterprise. Only state and municipal enterprises can be created in the form of unitary enterprises.

Unitary enterprises are divided into two categories:

unitary enterprises based on the right of economic management;
unitary enterprises based on the right of operational management.

The right of economic management is the right of an enterprise to own, use and dispose of the owner’s property within the limits established by law or other legal acts.

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

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

The procedure for creating and liquidating enterprises

Newly created enterprises are subject to state registration. From the moment of state registration, the enterprise is considered created and acquires the status of a legal entity. For state registration of an enterprise, the founders present the following documents:

application for registration of an enterprise drawn up in free form and signed
founders of the enterprise;
constituent agreement on the establishment of an enterprise;
the charter of the enterprise approved by the founders;
documents confirming the deposit of at least 50% of the authorized capital of the enterprise into the account;
certificate of payment of state duty;
a document confirming the agreement of the antimonopoly authority to create an enterprise.

The constituent agreement must contain the following information: the name of the enterprise, its location, the procedure for managing its activities, information about the founders, the size of the authorized capital, the share of each founder in the authorized capital, the procedure and method for making contributions by the founders to the authorized capital.

The charter of the enterprise must also contain information: the organizational and legal form of the enterprise, name, location, size of the authorized capital, composition and procedure for distribution of profits, formation of enterprise funds, procedure and conditions for the reorganization and liquidation of the enterprise.

For certain organizational and legal forms of enterprises, the constituent documents (constituent agreement and charter), in addition to those listed, contain other information.

State registration is carried out within three days from the date of submission necessary documents, or within thirty calendar days from the date of mailing indicated in the receipt for payment of the constituent documents. State registration of an enterprise may be refused if the submitted documents do not comply with the law. The decision to refuse state registration can be appealed in court.

Termination of an enterprise's activities can be carried out in the following cases:

by decision of the founders;
due to the expiration of the period for which the enterprise was created;
in connection with the achievement of the purpose for which the enterprise was created;
if the court invalidates the registration of an enterprise due to violations of the law or other legal acts committed during its creation, if these violations are irreparable;
by a court decision, in case of carrying out activities without proper permission (license) or activities prohibited by law, or with repeated or gross violation of the law or other legal acts;
in the event that an enterprise is declared insolvent (bankrupt) if it is unable to satisfy the claims of creditors.

An important point when creating and liquidating enterprises is also to inform the Federal Tax Service at the place of registration of the enterprise, as well as providing tax service information about opening or closing a current account. Interaction with the Federal Tax Service is generally mandatory at any stage of business and you should not forget about it, because There are fines for failure to provide certain information and reports.

F.M. Shelopaev

FINANCE OF ORGANIZATIONS (ENTERPRISES)

Orientation lectures

(extramural)

Topic 1. “Finance and financial mechanism of enterprises”

Forms of economic entities in the conditions

Market economy Russia

Many entities are involved in economic turnover, characterized by various signs and criteria.

Depending on the nature of activity on the one hand, there are economic entities that carry out commercial activities, aimed at making a profit, on the other hand - business entities for which making a profit is not the main goal of their activity. They carry out entrepreneurial activities only insofar as this corresponds to their statutory objectives.

The next important criterion for classifying business entities is way their participation in economic turnover. In accordance with the Civil Code of the Russian Federation, entrepreneurial activity can be carried out by individuals (citizens) without forming a legal entity from the moment of state registration as an individual entrepreneur and legal entities. Legal entities can be organizations that pursue profit as the main goal of their activities (commercial organizations) or do not have profit as such a goal and do not distribute the profits between participants (non-profit organizations). Thus, economic turnover involves, on the one hand, organizations acting as legal entities, and on the other hand, citizens carrying out activities without forming a legal entity.

In the legal definition a legal entity is an organization that has separate property in ownership, economic management or operational management, is liable with this property for its obligations, can, in its own name, acquire and exercise property and personal non-property rights, perform duties, be a plaintiff and defendant in court. Along with the listed features, a legal entity is required to have an independent balance sheet or estimate. A legal entity is subject to mandatory state registration and acts on the basis of constituent documents, which can be a charter and (or) a constituent agreement.

Citizens are engaged in economic activities from the moment of their state registration as individual entrepreneurs. The legal capacity of an individual entrepreneur is practically equal to the legal capacity of legal entities. He may have the rights and perform the duties necessary to carry out any type of activity not prohibited by law. The activities of an individual entrepreneur may be based on hired labor, but he does not have the right to create enterprises, remaining the owner of the property transferred to him.

Thus, depending on the nature of economic activity and the method of participation in economic turnover, in the commercial sphere there are commercial organizations (enterprises) and individual entrepreneurs, in the field of non-commercial turnover - non-profit organizations.

Organizational and legal forms of commercial organizations

The Civil Code of the Russian Federation identifies business partnerships, business societies, production cooperatives, state and municipal unitary enterprises as the main organizational and legal forms of commercial organizations (enterprises),

In general, based on Art. 2 and Art. 132 of the Civil Code of the Russian Federation, all commercial organizations can be called the term "company".

Differences in the organizational and legal form of enterprises also imply differences in their financial mechanism. These differences manifest themselves in areas such as:

Ø sources of formation of the enterprise’s own capital;

Ø the procedure for distributing profits or covering losses from the economic activities of the enterprise;

Ø limits of financial responsibility of the enterprise for its obligations;

Ø rights, duties and responsibilities of the owners of the enterprise;

Ø procedure for reorganization and liquidation of the enterprise.

Let's consider features of the financial mechanism enterprises of various organizational and legal forms.

Business partnerships and societies commercial organizations with authorized capital divided into shares (contributions) of founders are recognized. Property created from the contributions of the founders, as well as accumulated in the process of activity, belongs to business partnerships or companies on the right of ownership.

Business partnerships can be created in the form of a general partnership and limited partnership.

Full A partnership is recognized, the participants of which (general partners), in accordance with the agreement concluded between them, engage in entrepreneurial activities on behalf of the partnership and jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

The 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.

A partnership of faith is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with their property (full partners), there are one or more participant-investors (limited partners) who bear the risk of losses associated with the activities of the partnership, within the limits the amounts of contributions made by them and do not take part in the partnership’s business activities. An investor in a limited partnership has the right to receive a portion of the partnership's profits due to his share in the share capital.

Business companies are created in the form of a joint stock company with limited or additional liability.

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

A joint stock company, the participants of which can alienate shares belonging to them without the consent of other shareholders, is recognized open joint stock company. Such a joint stock company has the right to conduct an open subscription for the shares it issues and their free sale under the conditions established by law and other legal acts. An open joint stock company is obliged to annually publish for public information an annual report, balance sheet, and profit and loss account.

A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized closed joint stock company. Such a company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons.

Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company.

The authorized capital of a joint stock company is made up of the par value of the company's shares acquired by shareholders.

Limited Liability Company is a company established by one or several persons, the authorized capital of which is made up of the value of the contributions of its participants and is divided into shares of sizes determined by the constituent documents. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the contributions made by them.

Company with additional liability is a company established by one or several persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. Participants in such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of contributions, determined by the constituent documents of the company. If one of the participants goes bankrupt, his liability for the company's obligations is distributed among the other participants in proportion to their contributions.

A business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of a predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions made by such company. The subsidiary company is not liable for the debts of the parent company (partnership). The parent company or partnership, which has the right to give instructions to the subsidiary company that are binding on it, is jointly and severally liable with the subsidiary company for transactions concluded by the latter in pursuance of such instructions. In the event of insolvency (bankruptcy) of a subsidiary through the fault of the parent company, the latter bears subsidiary liability for its debts. Participants (shareholders) of a subsidiary have the right to demand compensation from the parent company (partnership) for losses caused to the subsidiary through its fault. A business company is recognized as dependent if another (predominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the authorized capital of a limited liability company.

These are the forms of organization of business partnerships and societies.

The next form of commercial organization is production cooperatives.

Production cooperative(artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services), based on their personal labor or other participation and pooling of property shares by its members. Members of a production cooperative bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by the law on production cooperatives and the charter of the cooperative.

Property owned by a production cooperative is divided into shares of its members in accordance with the charter of the cooperative. The charter of the cooperative may establish that a certain part of the property constitutes indivisible funds used for the purposes specified in the charter. The decision on the formation of indivisible funds is made by the members of the cooperative unanimously, unless otherwise provided by the charter of the cooperative. The cooperative does not have the right to issue shares.

The profit of the cooperative is distributed among its members in accordance with their labor participation, unless a different procedure is provided by law and the charter of the cooperative. The property remaining after the liquidation of the cooperative and satisfaction of the claims of its creditors is distributed in the same manner.

Finally, the form of commercial organization is state and municipal unitary enterprises.

Unitary enterprise is a commercial organization that is not endowed with the right of ownership to assign property to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. Only state and municipal enterprises can be created in the form of unitary enterprises. The property of a unitary enterprise is respectively in state or municipal ownership and belongs to such an enterprise with the right of economic management or operational management. A unitary enterprise is managed by a manager who is appointed by the owner or a body authorized by the owner and is accountable to him. A unitary enterprise is not liable for the obligations of the owner of its property.

Unitary enterprise founded on the right of economic management, is created by decision of the authorized government agency or local government authority. By decision of the Government of the Russian Federation, on the basis of property in federal ownership, a unitary enterprise based on with the right of operational management(federal government enterprise). The constituent document of a state-owned enterprise is its charter, approved by the Government of the Russian Federation. The Russian Federation bears subsidiary liability for the obligations of a state-owned enterprise if its property is insufficient.

The corporate name of a unitary enterprise must contain an indication of the owner of its property.

A unitary enterprise is liable for its obligations with all the property belonging to it and is not liable for the obligations of the owner of its property (Article 113 of the Civil Code).