Amendments to the Civil Code made. The amendments affected the organizational and legal forms of legal entities. Before moving on to the actual forms, I will answer a question that probably worries most readers - whether the innovations will affect already registered companies. The law provides that founding documents companies established before the day the amendments come into force are subject to being brought into line with the norms (as amended by Law No. 99-FZ) upon the first change in constituent documents.

In other words, the changes apply to all companies, but now there is no need to specifically change anything.

two camps

What actually changed? All legal entities can now be divided into two types: corporate (commercial and non-commercial) and unitary organizations.

According to , a legal entity is recognized as "an organization that has separate property and is liable for its obligations, can acquire and exercise civil rights and bear civil obligations on its own behalf, be a plaintiff and defendant in court." Now, the reference to the fact that companies must have an independent balance sheet or estimate has been "stripped out" from the norm. But it stipulates that the legal entities in respect of which their participants have rights include corporate organizations.

What actually changed? All legal entities can now be divided into two types: corporate (commercial and non-commercial) and unitary organizations...

Article 65.1 has been introduced into the Civil Code. It defines what corporate legal entities are. These are companies whose founders have the right to participate in them and form the supreme body of such companies. These include business partnerships and companies, peasant farms, business partnerships, production and consumer cooperatives, public organizations, associations, partnerships of property owners, Cossack societies entered in the relevant state register, as well as indigenous communities. small peoples Russian Federation. But companies whose founders do not become their participants and do not acquire membership rights in them are unitary. These include foundations, institutions, autonomous non-profit companies, religious organizations, public law firms, state and municipal unitary enterprises.

From the date of entry into force of Law No. 99-FZ, certain norms of Chapter 4 of the Civil Code in an updated version are applied to previously established companies. This is due to the fact that some forms of legal entities simply “disappeared” from the Code. For example, ODO. Therefore, the relevant provisions of the amended version of the Civil Code should be applied to the “remnants of the past”. For example:

• to companies with additional liability - provisions on companies with limited liability (Art. 87-90, 92-94);
• for marketing consumer cooperatives - the norms on production cooperatives (Articles 106.1-106.6);
• to consumer societies, housing, housing-construction and garage cooperatives, horticultural, gardening or dacha consumer cooperatives, mutual insurance societies, credit cooperatives, rental funds, agricultural consumer cooperatives - provisions on consumer cooperatives (Articles 123.2-123.3).

From the date of entry into force of the Law, it will be necessary to apply the norms of Chapter 4 of the Civil Code on Joint Stock Companies to CJSCs. After all, under the new rules joint-stock companies are no longer divided into open and closed. Now there will be public and non-public JSCs. Companies that meet the criteria of public joint-stock companies will be recognized as such, regardless of whether this fact is indicated in their company name.

Law No. 99-FZ also introduced other significant changes. Yes, in new edition set out, for example, articles relating to the liquidation of a legal entity. I suggest that you study the schemes, from which it will become clear in what forms it will be possible to create organizations, starting from September 1.

Each person who decides to take on such a risky and responsible business as a business always asks the primary question of choosing the organizational and legal form of the future company. At this stage, the following tasks are solved: What form will bring more profit and ensure the competitiveness of the business? What to be: an individual entrepreneur or a legal entity?

In order to understand all the issues and not make a mistake in the choice, it is better to seek the advice of specialists. The Azbuka Prava law firm will advise you and help you with the preparation of documents for company registration.

Each option has its own advantages and disadvantages. Which? Here it is necessary to understand everything in order.

Individual Entrepreneur (IP)

Surely you have heard the abbreviation "IP" more than once in the news or one of your friends used it in a conversation. What is hidden behind such a concept as "IP"? This remains to be seen.
At the moment, the Individual Entrepreneur (IP) is a physical. a person registered in accordance with the law and carrying out commercial activities without education legal entity.
IP, as an organizational and legal form of doing business, is the simplest, not requiring a lot of time and effort during its formation and registration. When creating an IP, you need:

• passport,
• copy of the passport,
• statement.

This form does not require the creation of a charter and constituent documents that describe in detail the activities of the company.
It is also necessary to take into account that the fee for state registration of an individual entrepreneur is minimal and amounts to 800 rubles.

Another aspect when choosing an individual entrepreneurship can be a special tax regime. Since January 1, 2013, IP has the opportunity to conduct business under the patent taxation system. The meaning of the patent is to simplify taxation. When buying a patent, an entrepreneur is exempt from paying personal income tax, VAT, property tax for a certain period individuals. There are a number of requirements for obtaining a patent. Today it is:

• revenue for the calendar year should not exceed 60 million rubles,
• the number of employees involved in the process should not exceed 15,
• IP activities must be carried out in one specific region (the application must be submitted at the place of business commercial activities.)
• the main requirement: the activity must fit one of the items on the officially approved list.

It is necessary to take into account the fact that the cost of a patent is calculated annually, and also directly depends on the level of inflation in the country and the amount of revenue for previous years of doing business.

Recently, another significant plus has appeared for individual entrepreneurs. We are talking about tax holidays, which imply exemption from paying taxes to the state budget in order to refinance the profits received in the development of one's own business. The right to tax holidays can be used by businessmen who have chosen individual entrepreneurs as a form of doing their own business.

However, the IP form has a number of disadvantages. First of all, it is the full property responsibility of the entrepreneur for his obligations. Simply put, in the event of default on the part of the individual entrepreneur, the entrepreneur will need to fully answer for liabilities with personal property directly in his possession. As an exception, in this case, only the most necessary property acts: an apartment (if this is the only housing for the owner), household items and household items, etc.
Another drawback is that the entrepreneur does not have the right to additionally attract partners to the IP without changing the status. If partners appear in the business, there is an urgent need to register a legal entity with several founders.
In today's economic environment, as "IP" entrepreneurs most often register a small business.

A limited liability company (LLC) is a business company founded by one or more people, the authorized capital of which is divided into shares, shares, etc. The participants in the organization are both the owners of these shares and the founders of the company. In this case, the founders bear the risks and full responsibility for possible financial losses that may arise in the process of maintaining financial and economic activity only in the amount of their shares in the authorized capital.
In simple terms, if the company does not live up to its expectations and, as a result, the company goes out of business, then only the property of the organization will be recovered, but in no case on the own property of its founders.

Such a distinction between the obligations of the owners of the company is relevant for both LLC and joint-stock companies.

However, one should take into account the fact that in this case there is an important exception. If it is proved that the company was forced to declare itself bankrupt through the fault of its owner or owners, then in this case, if there is a shortage of legal property. persons, recovery is also applied to the personal property of the owners.

A limited liability company is a predominantly acceptable form for both small and medium-sized businesses. For this reason, today a large number of firms, especially a large business segment, is formed as an LLC. The reason for such ubiquity of this type of legal form of business is the ease of creation, high level management control over the activities of both the company as a whole and the individual employee. Also significant advantages are efficiency, mobility, a simple change of members of the organization. For the profitable and competitive functioning of the company in the modern economic market, the company needs a memorandum of association, which defines the procedure and rules for the founders of a joint business, the size of the authorized capital (UK), the share of each participant in the UK, etc.

In addition, the company needs a charter that contains defining information about the organization.
Speaking about the authorized capital of the company, it is important to note the fact that its size for an LLC must be at least 10 thousand rubles. at the time of registration of a limited liability company, the UK must be paid at least half. The balance must be repaid by the founders of the firm during the first year of the firm's operation.

Joint-stock company

A joint-stock company is an organization formed by persons who have combined their property into a UK, divided by the number of shares that are secured by securities, i.e., this is some kind of activity aimed at making a profit, in which the UK is divided into a certain number of securities (for example, shares , bonds).

Until recently, joint-stock companies were divided into closed and open (CJSC, OJSC). To date, the legislative bodies of the Russian Federation have made amendments to the Federal legislation. As a result, instead of closed and open joint-stock companies, public and non-public companies were formed.

Non-public joint-stock company (JSC, formerly CJSC)

Shares of this type of joint-stock company are distributed only among its owners or a previously formed circle of persons. Securities may not be placed by a simple placement of shares on stock exchanges or otherwise offered to the public. JSC can include no more than 50 shareholders. If this limit is exceeded, the JSC must go through the procedure of transformation into a PJSC (Public JSC).
By and large, the difference between LLC and JSC is almost imperceptible.

In both cases, the founders, as business owners, need to conclude an agreement prescribing the procedure and rules that are fully capable of regulating their joint functioning of the company, the size of the UK, the categories of shares they issue, the procedure for issuing and selling them, etc.
The next very important and necessary document society, as in an LLC, is its charter.
The starting size of the UK for JSC, as well as for LLC, is set at 10,000 rubles. hallmark is that the Criminal Code of a joint-stock company consists of shares. Often the shares are uncertificated, and the entire the necessary information about their owners is stored in in electronic format in the register of shareholders.

The issue of shares is subject to compulsory registration in Federal Service on financial markets. In addition, you will need additional time to register the issue of shares.

Due to a number of similarities between LLC and JSC, it is becoming increasingly difficult to choose a specific organizational and legal form of the company. In this regard, many do not immediately pay attention to the difference between these forms in the form of a split of shares (cash and equity). In addition, there is an opinion that an organization registered as a joint-stock company (former CJSC) is more profitable and competitive than in the form of an LLC. However, in reality this is not entirely true. At the moment, a fairly large number of large firms, increasingly, prefer to retain LLCs. In addition, lawyers involved in the registration of firms are increasingly advising clients to opt for an LLC.
This is due to a number of reasons. The procedure for registering an LLC is simpler and faster. Sale of the company is impossible without the consent of absolutely all its participants. In other words, an LLC is a stronger structure than a joint-stock company.

Public Joint Stock Company (PJSC, formerly JSC)

Public JSC (PJSC, formerly JSC). Public Joint Stock Company PJSC (formerly Open Joint Stock Company - OJSC) is one of the forms of a joint stock company. The main difference between PJSC and JSC, participants in a public joint stock company have the right to freely dispose of their shares. To do this, they do not need to obtain approval from other shareholders. PJSC issues bearer shares, i.e., any person can purchase them.
Another advantageous difference between a Public JSC and a Non-Public JSC is the number of shareholders. In PJSC it is unlimited, there are no problems with buying and selling shares.

As a consequence of these privileges, the size of the UK. Its size must be at least 100 thousand rubles.

This organizational and legal form is typical and highly profitable for large public companies. Firms of this kind, as is customary, are quite capable of attracting external investment in their business project or entering common stock exchanges (within and outside the country).

Which type to choose?

In this case, the first thing to pay careful attention to is the level of accountability for performance.
It must be remembered that an individual entrepreneur (individual entrepreneur) is liable for his obligations with absolutely all property owned by him, with the exception of property that is protected from coverage from the legislative side.

In case of registration of legal person (limited liability company, joint-stock company) liability for any results of its activities is limited to the amount of the value of the contribution made to the Criminal Code.

Second: the complexity of registering a company and the amount of registration costs.

The easiest way is to register as an individual entrepreneur, the organizational costs will also be intangible and practically invisible to your pocket.

For legal persons, the costs of registration will significantly exceed the costs of IP. This process will also be more time consuming and painstaking.
Third: the value of the UK.

In order to register as an individual entrepreneur, the presence of authorized capital is not necessary. This is to a greater extent added benefit for business and IP status.

For correct design legal persons must pay at least 50% of the total capital. For LLCs and JSCs, the authorized capital must be at least 10,000 rubles, and for PJSCs 100,000 rubles.

Fourth: accounting, tax accounting and taxation.

For individual entrepreneurs, the requirements for maintaining accounting (financial) records are the most simple and understandable. To maintain accounting records for legal entities. face, it is almost impossible to do without special knowledge. In this case, the most right decision is the recruitment of a qualified and competent accountant. However, when special taxation regimes are applied, there is practically no difference.

The requirements for maintaining tax records are the same, but in practice to individual entrepreneurs attitude is softer.

From all of the above, it follows that it is rather difficult to answer the question "Who to be?" it's practically impossible. Careful and detailed analysis their abilities, opportunities and prospects. It is necessary to take into account all the nuances, because the well-being of the company depends on them.

When opening a new business, one of the determining factors is the choice of the organizational and legal structure of the enterprise. Each legal model has its own nuances, pros and cons. To avoid mistakes, at the initial stage it is advisable to conduct a preliminary assessment of the main business entities.

The concept and principles of organizational and legal forms of entrepreneurial activity

The basic rule for the functioning of any business is its legality. Working on legitimate legal grounds gives the businessman an alternative when choosing the most appropriate legal form of the enterprise.

The term OPFP (organizational-legal form of entrepreneurship) defines the scheme of interaction between a business entity and internal and external counterparties, legally adopted in the state. The All-Russian Classifier of Public Legal Forms (OKOPF) defines an economic entity as any legal entity, individual entrepreneur or structure operating without forming a legal entity. The main features that characterize legal status organizations are property and legislative factors.

Table: Criteria affecting the organizational and legal status of the company

OPFP is determined on the basis of the specifics of management. Several signs are taken into account:

• number of participants;
• industry affiliation;
• the scale of the organization;
• property type.

Created in the 13th century, the Hanseatic League is the first international trading society that brought together merchants and industrialists from more than 200 cities

To select the optimal legal status of a company, a comprehensive analysis of the main parameters and features of the business is required.

Types of OPFP

You can conduct business individually or collectively - together with legal entities and / or individuals.

For the first time, the law "On Limited Liability Companies" was adopted by the German Parliament at the request of the needs of small businesses in 1892.

Classification of the legal status, based on the number of partners

The law of the Russian Federation provides for various forms that regulate the implementation of the economic activity of commercial facilities.

Sole Proprietor - is engaged in business personally, without registering a company. Holds accountable to contractors with all personal property, regardless of whether it is used in the business process or not. Taxation is simplified, as is the reporting scheme. The sole proprietor manages the profit independently.

Collective entrepreneurship defines an economic entity as a group of persons jointly exercising the functions of owning an enterprise with the formation of a legal entity. The types of such co-ownership are different and are defined by law:

1. Economic society - unites partners on the basis of the origin of the statutory fund, formed by merging the property of the founders. It is characterized by the joint participation of the founders in actions aimed at gaining income. Internal and external relations are regulated by the charter. Varieties are directly related to the boundaries of responsibility and involvement of participants in the business.
   • LLC - implies the responsibility of its participants for debts in proportion to the shares contributed to the authorized capital, the regulation of relations is enshrined in the charter.
   • OJSC - forms its assets on the basis of property and financial contributions of participants through the purchase of freely marketable shares by them. It is not a guarantor for the debts of shareholders, and shareholders, respectively, for the debts of the company. Main tool management - General shareholders' meeting.
   • CJSC - sells a limited number of shares distributed between certain business entities and individuals. Up to 50 members are allowed. Shareholders are not liable for the obligations of the CJSC. The main document regulating the activities is the Charter, management is carried out on the basis of the results of the General Shareholders' Meeting.
   • ALC - uses a subsidiary, that is, an additional, reserve type of responsibility of the founders. Partners are actually guarantors within the company, being responsible not only for themselves in multiples of their contribution, but, in addition, for the debts of the other founders.
2. Partnership - unites at least two business entities (individuals and legal entities), forming its capital from their contributions, with the possibility of additional replenishment. Relationships with contractors are regulated founding agreement. Partnerships are of two types:
   • General partnership - regulates the work of the enterprise, the actions of individual members of which are accepted as the actions of the entire partnership. Its participants are collectively liable for the debts of the firm and its co-founders with personal property.
   • A limited partnership - in addition to partners who are fully responsible for debts, also contains so-called limited partners, that is, partners who do not participate in the work of the organization, but are responsible only as part of their contribution.

Early limited societies in the form of maritime companies appeared in the 10th century in Italy.

1. Cooperative - a type of union of individuals (over 5 people) for the purpose of managing and acquiring benefits. It usually implies the labor participation of its shareholders in the economic process. The funds of the cooperative are created from the shares contributed by its members. A cooperative can function as an artel, commercial or public structure. Cooperatives are classified in several areas:
   • Production - is aimed at creating material resources through the individual labor contribution of its shareholders.
   • Consumer - connects a circle of people with common consumer interests, often can be a non-profit structure.
   • Agricultural - in fact, the same production, but functioning in the agricultural, livestock, fishing and other similar sectors of the national economy.
   • Housing - a separately identified type of consumer cooperative, which includes a group of persons united for the construction, receipt and use of housing.
   • Credit - is aimed at satisfying its shareholders with financial resources, using mutual aid funds, loans, credit lines as a financial instrument.

One of the first joint-stock companies was an English trading company, created for trade with Russia in 1554. In 1600, the English East India Trading Company appeared, and in 1602, the Dutch East India Trading Company.

Ideas and prospects for the development of entrepreneurship, business structure, the possibility of own and attracted investment - this is the foundation that is the basis of OPFP.

Ivanovo community - a union of merchants selling wax - was created in Novgorod in 1135

Forms of entrepreneurship - distribution by type of activity

There are three main categories of business arising from its industry affiliation:

1. Production - an occupation for the creation of material or other resources, the production of goods, services, other material goods for the purpose of their further sale and profit.
2. Finance - provides for work on the stock or commodity exchanges, when money acts as a commodity and is the subject of purchase, exchange or sale in the form of shares, bonds, foreign exchange, investments.
3. Commerce - associated with making a profit without production process, is based on the value added to the initial price of the product or service and its subsequent sale.

In 1694, the First Bank of England was opened on a joint stock basis, and in 1695, the Bank of Scotland.

For some types of business, the choice of legal status is limited. For example, an individual entrepreneur cannot invest in funds, produce medicines, sell pyrotechnics, or provide private security services. An LLC cannot engage in air travel or pension insurance, etc.

Scale of business as a criterion for choosing a legal status

One of the parameters for choosing the form of entrepreneurship is the size of the enterprise. In terms of the number of employees, a company can be small (up to 50 people), medium (from 50 to 500 people), large (from 500 to 1000 people) and especially large (over 1000 people). Some OPFP, in accordance with their value, are limited in terms of revenue, turnover, choice of taxation system, amount of cash withdrawals and other norms.

Free Trade Zones and Customs Unions - modern form international economic community

Compliance of the form of ownership with the legal scheme of the enterprise

In the Russian Federation, four main types of property are officially recognized:

• State - implies the ownership of property by the state and / or a subject of the state. The state owns the natural resources of the country, its cash, historical and cultural wealth, information resources, etc. An enterprise can be fully or partially (according to the principle of equity) state property.
• Municipal - although it is, in fact, a continuation of the state form of ownership, it differs in that the property is transferred to the possession of various municipal units on the terms local government. Schools, hospitals, sports facilities, cultural monuments, communication networks and much more - all this is the subject of municipal property.
• Private - designates a person as the owner of a particular property. It is the existence of private property that stimulates the movement and progress of business and is the basis of a market economy.
• Other forms of ownership - act in the form of property owned by public organizations, religious communities, non-profit enterprises.

The bulk of commercial structures, of course, is private property. Options with equity participation of the state or municipal authorities are considered in some cases, due to the peculiarities of the business.

Forms and types of ownership are enshrined in Article 212 of the Civil Code of the Russian Federation

What organizational and legal form of business to prefer

The OPPP selection algorithm includes several stages:

1. Business goals and prospects: individual, production, joint.
2. Analysis of the pros and cons of each form of business.
   • The method of formation of the authorized capital.
   • type of taxation.
   • Decision-making method.
   • Degree of responsibility.
   • The legal status of the owners.
   • external social environment.
3. Determination of a specific organizational and legal form.
4. Decision on the size and structure of the enterprise.
5. Market segmentation.
6. Evaluation of strengths and weaknesses business, potential threats and opportunities.
7. Profitability forecast entrepreneurial activity.

In the Middle Ages, entrepreneurs included people engaged in trade with other countries, as well as representatives of the clergy who supervised the construction of churches, monasteries and other architectural structures.

An entrepreneur opening a store or a service company can work in the status of an individual entrepreneur, but for wholesale trade with large counterparties, LLC or ALC is preferable. The organization of a joint-stock company helps to attract capital for business development, and in housing construction it is more profitable to work in the form of a cooperative, etc. There are a great many options, as well as areas of commerce.

Every entrepreneur must remember that when choosing a legal form, he accepts the basic rules of doing business.

Evaluation of the positive and negative aspects of various forms of entrepreneurship

As a result of familiarization with the probable legal models that an economic entity can follow, a decision is formed on the optimal organizational and legal structure for the existence of a business. Industry affiliation, the amount of own and attracted financing, goals, scale and prospects for expansion - all these conditions must be taken into account.

Table: comparative study of business entities

A preliminary study will show which form of business is preferable for the entrepreneur. Subsequent monitoring will correct the company's actions within the chosen legal status.

On September 1, 2014, serious changes to the Civil Code came into force, which significantly affected. This is how the classification of organizational and legal forms changed, their names, for example: JSC became PJSC, and CJSC just JSC; some of the forms were abolished altogether, like an additional liability company and other amendments. In connection with these innovations, the question arises of what organizational and legal form to choose in accordance with the new provisions of the Civil Code of the Russian Federation.

It should be noted that now all legal entities are divided into corporate and unitary organizations, and business entities, in turn, are divided into public and non-public. Moreover, the list is not commercial organizations became closed, in total 11 such forms are indicated, but about everything in order.

Amended list of commercial organizations

Organizational and legal forms enterprises on the basis of which it is possible to create a commercial organization. It is necessary to point out two important moments things to consider when deciding to start a new company:

1. the creation of any additional liability companies (ALCs) is no longer allowed (clause 4, article 66 of the Civil Code of the Russian Federation);
2. Closed and open business companies were replaced by two other types: public (PJSC) and non-public (JSC and LLC).

According to the new provisions of the Civil Code of the Russian Federation, it can be said that the organizational and legal form of an LLC has not undergone major changes, but JSCs should be called differently. Now a new legal a person cannot be a JSC or CJSC, but only PJSC (public) or JSC (non-public), respectively. At the same time, existing closed and open JSCs do not need to be re-registered, and they can change their names when other changes are made to the Unified State Register of Legal Entities.

Legal entities: unitary and corporate

Since September 1, 2014, such concepts have been introduced for the classification of organizations as unitary and corporate enterprises. What type of company belongs to can be understood by the following features: whether the founders are participants (members) of the company and whether they can form the supreme body (clause 1 of article 65.1 of the Civil Code of the Russian Federation). Therefore, if:

• founders can be participants (members), take part in meetings, form the supreme body, etc. - the organization is corporate (LLC, JSC, etc.);
• founders cannot be participants and do not take part - a unitary organization (SUE, MUP, etc.).

Corporate companies thus refer to corporations, which are all business entities, for example. Unitary are mostly state. enterprises in which the founder is just the state or municipal body, which is recorded in the title.

Business companies: non-public and public

As we have already noted, the amendments to the Civil Code of the Russian Federation divided business entities, which include LLCs and JSCs, into public and non-public ones. So, all LLCs became non-public. At the same time, such societies do not need to change anything either in the name, or in the charter, or in other documents. Non-public companies also include those joint-stock companies whose shares do not participate in open auctions, that is, former CJSCs. Now they should be called simply .

The same companies whose shares and other securities are held in open access on the market, refer to . At the same time, automatically all JSCs that meet the signs of publicity (this applies to former JSCs) became PJSCs.

Since joint-stock companies are now divided into other types, it would be logical to change their names, open joint-stock company, to public joint-stock company, etc. However, the law does not require that the charter be brought into line with the law. And this can be done, as we have already noted, along with other amendments to the Unified State Register of Legal Entities.

By the way, the merger of LLCs and former CJSCs into one type of non-public companies is not accidental, experts have long noted their forced similarity. Since the shares of CJSC were not traded on the market, but were distributed among shareholders only on other grounds. Now, by the way, in the Civil Code of the Russian Federation, participants in a non-public JSC do not have a pre-emptive right to purchase shares.

Members of PJSC and JSC: rights and obligations

The new provisions of the code provide for increased requirements specifically for public companies. As for non-public ones, on the contrary, they have more freedom in corporate relations. Let's take a closer look at what are the features of the rights and obligations for PJSC in the updated code (Article 97 of the Civil Code of the Russian Federation):

• in the name it is necessary to prescribe that the joint-stock company is public;
• obligatory creation of a collegial management body (number of members - at least 5);
• the register of shareholders should be maintained by a special registrar organization that has the appropriate license;
• for shareholders, the maximum number of shares owned, as well as the maximum number of votes that can be granted to him, cannot be prescribed;
• the charter cannot stipulate the need to obtain someone's consent to the alienation of shares;
• no one can have the pre-emptive right to purchase shares, except for the situations described in paragraph 5. Art. 97 of the Civil Code of the Russian Federation;
• all PJSCs need to regularly disclose information about themselves in the securities market;
• the scope of the rights of PJSC participants is determined by the shares they own in the authorized capital;
• management of a PJSC can only be carried out within the framework of existing legislation and clauses that contradict it cannot be spelled out in the charter, for example, to expand the competences of the meeting of shareholders, which are not characteristic of them by law, etc.

Let's now compare the rights and obligations of non-public JSCs:

• in the name for non-public joint-stock companies it is necessary to leave only the phrase "joint stock company";
• the register of shareholders must be maintained by a special registrar organization that has the appropriate license;
• annually it is necessary to conduct an audit (by an independent auditor) of the financial statements of the company, which may be initiated by a shareholder with a share (total) in the authorized capital of at least 10%;
• the rights of JSC participants can be distributed disproportionately to their shares in the authorized capital, that is, the ratios may be different;
• it is possible to make changes to the management procedure of the joint-stock company if there is a unanimous consent of the participants;

What provisions can be written in the charter of a non-public JSC

Non-public JSCs, unlike PJSCs, have the opportunity to prescribe in the charter provisions (by unanimous decision of the participants) that differ from those approved by Russian law, this concerns the management of the company. So, in particular, you can:

1. To give the collegial body of management (supervisory board) or execution (board) the right to consider issues that are prescribed in the law for general meeting shareholders (OSA), for example. This can be done in addition to decisions on the following issues:

• amending the existing charter or adopting a new version of it;
• approval of the number and composition of the company's management bodies, if their formation is within the competence of the GMS;
• election of members of governing bodies and early termination powers;
• clarifying or determining the number, par value and category of shares and the rights granted by them;
• a disproportionate increase in the authorized capital, which occurs due to a change in the shares of its participants or the admission of other persons as participants;
• approval of internal regulations and other non-constituent documents.

2. The supervisory board of a joint-stock company can be partially or fully assigned the functions of the board, which may exclude the creation of this body in the company.

3. For the sole executive body AO ( CEO) it is possible to fix (transfer) the functions of the board.

4. The company, represented by its members, may refuse to create an audit commission or prescribe situations when it still needs to be done.

5. The AO can itself prescribe the procedure for convening, preparing and holding the GMS, as well as making decisions by it. The main thing is that these provisions do not contradict the law: they do not impede the presence of participants, obtaining information, etc.

6. It is possible to establish rules regarding the conduct, the number of participants, etc., regarding the supervisory board and the board.

7. It is allowed to prescribe the pre-emptive right to acquire a share in the authorized capital of an LLC or shares in a JSC, and it is also possible to set the maximum share in the authorized capital of an LLC.

8. For the general meeting of shareholders, those issues that it is not obliged to consider by law can be attributed.

In addition, provisions can be introduced into the charter of a non-public company, both LLC and JSC, that differ from the general established procedure for this document, if there is a direct permission of the existing law for their inclusion. So you can write:

• the requirement to expel a member of the company in court (with payment of the full actual value of the share due to him), if his actions harmed the company or hindered its work.
• restrictions regarding the maximum number of shares, votes, etc. for one shareholder.

What organizational form to choose in connection with changes in the Civil Code of the Russian Federation

The most significant issue for companies, and especially joint-stock companies, was the choice: whether to keep the old form or choose a different one. For example, instead of a CJSC, become an LLC, etc. Initially, there was even an opinion that it was necessary to transform a CJSC into an LLC. However, as it turned out later, all this is not necessary. And you can bring the charter in line with the amendments to the Civil Code by making changes according to the standard procedure. And this can be done along with the introduction of other amendments to the Unified State Register of Legal Entities.

So, in particular, an open joint-stock company can retain its form of a joint-stock company and the status of an open company, which has been transformed into a public one. Therefore, all OJSCs that meet the definition of publicity, that is, their shares are traded on the market, automatically become PJSCs. As well as those joint-stock companies, in the name of which there is an indication of publicity. However, if the shares are no longer publicly available and there is no indication of publicity in the name, such a company can no longer be considered a public JSC.

As for the former CJSCs, they can also retain their former form without making major changes, but only by removing the word "closed" from the name. If their shares are in the public domain, or if they add the word “public” to the name, then they can become PJSC, that is, change their type.

If the former CJSC or OJSC no longer wants to be a joint-stock company, then it can be transformed into an LLC or a business partnership, but not into an NPO or a unitary enterprise, since this possibility has been excluded from September 1, 2014 from the Civil Code of the Russian Federation.

In any case, management will have to decide which organizational form to choose on their own, based on the situation. And if there is a need to change something, then, therefore, it is necessary to move in this direction. We hope that our article about the changes in the Civil Code and the features of new JSCs and LLCs will help you make the right decision.

See also:

Public catering in 2017

Non-profit organizations 2017

Deposit agreement 2017

Supply contract 2017

Purchase agreement 2017

Loan agreement 2017

©2009-2017 Financial Management Center. All rights reserved. Publication of materials

Organizational and legal forms of entrepreneurial activity

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

Before choosing a legal form, it is necessary to decide on the following questions:

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

The form of doing business depends on the solution of these issues, as well as the number of reporting forms and the frequency of their delivery.

What is the legal form of the enterprise

Before proceeding to the consideration of organizational and legal forms, it is necessary to understand what it is.

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

The main criteria by which legal entities are classified are:

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

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

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

Classification of commercial organizational and legal forms

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

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

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

Classification of forms of non-profit organizations

The organizational and legal forms of non-profit organizations suggest that cash gain, received in the course of their activities, goes to the implementation of the statutory goals and objectives, often these are social, educational or humanitarian goals. Non-profit organizations have the great advantage of being exempt from most taxes. This is readily used by businessmen.

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

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

All information about each of the forms of management, as well as their pros and cons, we systematized in the table:

The most common business forms are LLC and JSC.

Limited Liability Company LLC

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

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

• Difficult to resolve disagreements between several founders are not excluded.
• More funding is needed to create an LLC than for an individual entrepreneur.
• Closing an LLC is more difficult than an individual business (IP), often it takes more than one month.
• Important Decisions require the consent of all founders.

Limited Liability Organizations are suitable for medium-sized companies planning large turnovers for bank account and attraction of borrowed capital.

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

AO must conduct financial statements and should be made publicly available. Each issue of shares is registered in a special register. There is also a need to maintain a register of shareholders. The AO must have a qualified lawyer and accountant to track any changes in legislation, in order to avoid violations, because this promises large fines.

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

This form of business is suitable big business– manufacturing and construction companies, banks and financial institutions.

Individual entrepreneurship

You can do business without forming a legal entity. This form of economic activity includes individual entrepreneurship (IP). This form operation is simple and beneficial for small and medium businesses.

Private entrepreneurship has its advantages and, of course, disadvantages that you need to know and consider:

• It is easier to open or close than other forms of business.
• Opening an IP involves minimum costs.
• Accounting is not needed or assumes a simplified form.
• The tax can be paid under a simplified scheme.
• There is only one business owner – the entrepreneur.

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

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

Amendments made to the Civil Code of the Russian Federation affecting organizational and legal forms

On September 1, 2014, there were major changes in the Civil Code of the Russian Federation, which significantly changed the classification of OPF:

• Now there are no additional liability companies. Their creation is no longer allowed in accordance with the requirements of Art. 66 of the Civil Code of the Russian Federation.
• Significant changes have not been made to the LLC, now this company is merged with the ALC.
• New concepts appeared: unitary and corporate enterprises. In corporate, founders can participate in management and be elected to management bodies (for example, LLC, JSC, etc.) In unitary, the founder is the state or municipality (SUE, MUP).
• Closed and open joint-stock companies were replaced by public (PJSC) and non-public (JSC).

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

The most popular form of management - LLC remained unchanged.

Information about OPF and changes in legislation related to the creation of enterprises various forms property must be owned in order to choose the organizational and legal form of activity that is beneficial for you.

Do you have any questions? Ask them for FREE to our lawyer!

- an independent economic unit with the right of a legal entity, using available resources to produce products in order to meet social needs and make a profit.

123___ Organizational and legal forms of enterprises and legal entities ___123___