Organizational and legal forms of commercial organizations. Commercial organization concept

Introduction

2.3. Joint Stock Companies

Conclusion

List of sources used

Introduction

The relevance of the research topic is due to the fact that entrepreneurship is carried out in certain organizational and legal forms. Which of the forms to choose depends on many factors: the environment of activity, the financial capabilities of economic entities, the comparative advantages of one form or another.

Organization, production and exchange of goods, enterprise management mechanism, investment and project management - these are the main issues that arise when determining the legal status of an enterprise within the framework of the adopted organizational and legal structure. It is on the correct understanding of the essence of the organizational and legal form of the future enterprise that its future success largely depends.

In Russia, the organizational and legal forms of enterprises are determined by the Civil Code (CC), which contains articles on the possible forms of organizations, as well as on the norms of their management, which will be discussed in detail below.

The purpose of the course work is to determine the types and features of the organizational and legal forms of enterprises.

In accordance with the set goal, the main tasks are highlighted:

To study the concept and essence of the organizational and legal form of a commercial organization;

Analyze the types of organizational and legal forms of commercial organizations in Russia.

In accordance with the goals and objectives, the following structure of the work is formed: the course work consists of an introduction, two main sections, a conclusion and a list of used literature.

Chapter 1. The concept and essence of the organizational and legal form of a commercial organization

1.1. The concept of the organizational and legal form of a commercial organization

The organizational and legal form of an economic entity is a form of an economic entity recognized by law, which fixes the method of securing and using property by an economic entity and the resulting legal status and goals of activity.

The choice of the organizational and legal form of the organization is carried out taking into account its characteristics, which are regulated by the state through the Civil Code and special laws.

The main characteristics of the organization taken into account:

Legal capacity;

Composition of founders and participants;

Establishment procedure;

Capital and deposits;

Property relations and property of the founders;

A responsibility;

Enterprise management bodies;

Business management, representation of the enterprise;

Distribution of profits and losses;

Liquidation, etc.

The organizational form characterizes the procedure for the initial creation of the property of the enterprise and the process of using the profits. This procedure includes a list of the founders of the enterprise, the form of pooling their capitals, methods of distribution of profits, etc.

The legal form means a set of legal, legal, economic norms that determine the nature of relations between owners, as well as between an enterprise and other business entities and government bodies. The legal form characterizes the rights and responsibilities of owners in the course of the operation, liquidation or reorganization of the enterprise.

Firms form the sector of commercial organizations in the economy. An enterprise is usually a legal entity.

A legal entity is an organization that owns, economic administration or operational management of separate property and is responsible for its obligations with this property, can, on its own behalf, acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and a defendant in court.

Legal entities that are commercial organizations can be created in the form of business partnerships and companies, production cooperatives, state and municipal unitary enterprises, i.e. in the form of those persons in respect of whom their founders have property and liability rights.

The presence of organizational and legal forms of management is the most important prerequisite for the effective functioning of a market economy in any state.

1.2. The main organizational and legal forms of commercial organizations

The organizational and legal form of an enterprise is a form of legal registration of an organization, which gives this enterprise a certain legal status. According to their legal status (organizational and legal forms), enterprises can be divided into: business partnerships and societies, production cooperatives, state and municipal unitary enterprises. The most important feature of the classification of an economic entity in a market economy is the division of an economic entity according to the organizational and legal forms of enterprises, which are regulated by the state through the Civil Code of the Russian Federation (Civil Code of the Russian Federation).

The Civil Code introduces the concepts of "commercial organization" and "non-profit organization".

A commercial organization pursues making profit as the main goal of its activities. A non-profit organization does not pursue profit-making as the main goal of its activities, and if it makes a profit, then it is not distributed among the organization's participants (Figure 1.1).

Rice. 1.1. The structure of organizational and legal forms of organizations

Table 1.1. definitions of organizational and legal forms have been formulated.

Table 1.1

The structure of organizational and legal forms of commercial organizations

Name	Definition
Commercial organizations	Organizations whose main goal is to make a profit and distribute it among the participants
Business partnerships	Commercial organizations in which contributions to the pooled capital are divided into shares of the founders
Full partnership	A partnership, the participants of which (general partners) on behalf of the partnership are engaged in entrepreneurial activities and are responsible for its obligations not only by their contributions to the pooled capital, but also by their property
Fellowship on Faith	A partnership in which, along with general partners, there is at least one participant of a different type - an investor (limited partner), who does not participate in entrepreneurial activities and bears risk only within the limits of his contribution to the pooled capital.
Business companies	Commercial organizations in which contributions to the authorized capital are divided into shares of the founders
Limited Liability Company (LLC)	A business company whose members are not liable for its obligations and bear the risk only within the limits of their contributions to the authorized capital of the LLC.
	A business company, the participants of which jointly bear subsidiary (full) responsibility for its obligations with their property in the same multiple for all to the value of their contributions to the authorized capital of the ALC.
Open Joint Stock Company (OJSC)	A business company, the authorized capital of which is divided into a certain number of shares, the owners of which can alienate their part without the consent of other shareholders. Shareholders bear risk only to the extent of the value of their shares
Closed Joint Stock Company (CJSC)	Joint-stock company, the shares of which are distributed only among its founders or other predetermined circle of persons. The shareholders of a CJSC have a preemptive right to purchase shares sold by other shareholders. Shareholders bear risk only to the extent of the value of their shares
Production cooperatives	Voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and the consolidation of property shares by its members (to the cooperative's mutual fund)
Unitary enterprises	A unitary enterprise is an enterprise that is not endowed with the ownership right to the property assigned to it by the owner. Only state and municipal enterprises can be unitary
State (treasury) enterprise	A unitary enterprise based on the right of operational management and created on the basis of property in federal (state) ownership. The state-owned enterprise is created by the decision of the Government of the Russian Federation
Municipal enterprise	A unitary enterprise based on the right of economic management and created on the basis of state or municipal property. Created by the decision of an authorized state body or local self-government body

Thus, the variety of forms of ownership is the basis for the creation of various organizational and legal forms of organizations. According to the current Russian legislation, there are various organizational and legal forms of commercial organizations.

Chapter 2. Types of organizational and legal forms of commercial organizations in Russia

2.1. Business partnerships

In accordance with the current legislation in the Russian Federation, two types of business partnerships can be formed: full partnership, limited partnership (limited partnership).

A partnership is recognized as a full partnership, 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 responsible for its obligations with the property belonging to them (Article 69 of the Civil Code of the Russian Federation).

It follows from this that such a partnership is a contractual association, since it is created and operates on the basis of a memorandum of association, which is signed by all participants in the partnership. Therefore, when registering a full partnership, the presentation of the Charter to the registration chamber is not required, since this document is not provided for by the current legislation for commercial organizations of this type.

The law imposes certain requirements on the content of the memorandum of association. The provisions of the law are binding and the participants in a general partnership must strictly follow the relevant legal provisions when drawing up the memorandum of association.

In the founding agreement of a full partnership, both information common to all legal entities and those that reflect the specifics of a full partnership are indicated. The first group of information includes: the procedure for joint activities to create a partnership; conditions for the transfer of his property to him and participation in his activities; location; address and others. To the second group: the size and composition of the contributed capital; the size of the shares of each of the participants in the contributed capital; provisions on liability of participants for violation of obligations to make contributions and others.

The peculiarity of a full partnership is that for its formation it is necessary to have a joint capital. It is necessary, firstly, so that a general partnership can be registered, since the existence of such a condition is directly provided for by the current regulatory acts on the procedure for registering legal entities. Secondly, the contributed capital of a full partnership forms its property base, without which the partnership's entrepreneurial activity is impossible or will be hampered. Third, the pooled capital serves as a guarantee for creditors, that is, those persons who enter into various property relations with a general partnership, concluding agreements with it. Therefore, in the event of failure to fulfill its obligations, debt collection will be applied primarily to property in the form of contributed capital, which is assigned to the general partnership as a legal entity. Fourth, the presence of the contributed capital is necessary so that the participants have clear guidelines for the distribution of profits and losses, since they are divided in proportion to the share of each of the participants in the contributed capital.

Both individuals and legal entities can be united in a full partnership. However, a citizen can be a member of a full partnership only if certain conditions are met, which are established by law. The point is that a citizen, before he exercises his right to become a member of a full partnership, must obtain the status of an individual entrepreneur by registering in the appropriate manner. As for legal entities, only commercial organizations can be full partners, and non-commercial organizations do not have such a right.

In addition to the already indicated distinctive features of a full partnership, it should be emphasized that the members of such an association are obliged by their personal labor to participate in its activities. Therefore, in essence, a general partnership is, first of all, an association of persons, and then property.

Internal relations in a partnership

Internal relations in a full partnership are determined by the memorandum of association. They are based on mutual trust due to the peculiarity of the legal status of a full partnership. The management of the partnership is carried out by the general agreement of all its participants.

The Memorandum of Association may define individual cases when decisions on specific issues can be made by a majority vote. Each of the participants in a full partnership has one vote, regardless of his share in the contributed capital. At the same time, the current legislation gives the members of the partnership the right to change this general rule and reflect in the memorandum of association a different procedure for establishing the number of votes.

A general partnership has the status of a legal entity, therefore, it is considered by law as a single subject of business and other legal relations. Legal entities acquire civil rights and assume civil obligations through their bodies. As for a full partnership, these functions are performed by its participants, since no special management bodies are formed in the partnership. Each of the participants may act on behalf of a full partnership when concluding transactions, unless it is established in the constituent documents that its participants conduct business jointly, or one or several participants are entrusted with the conduct of business. Depending on the established order of doing business, there are various legal consequences.

First, when business is conducted jointly, then the consent of all participants in the partnership is required to complete each transaction.

Secondly, if the affairs are entrusted to one or some of the participants, then the rest can make transactions only on the basis of a power of attorney from those persons who are entrusted with the conduct of business.

Power of attorney is a written authorization issued by one person to another for representation before third parties.

A participant in a full partnership is granted the right to withdraw, and he cannot be deprived of it. When leaving the partnership, the rest of its members must be warned six months before the actual exit. In addition, a participant can be expelled from the partnership, but only by a court decision and on the basis of the request of the other partners. However, there must be serious reasons for this: a gross violation of their duties and a unanimous decision on exclusion. Upon retirement from the partnership, a person has the right to pay him the cost of a part of the partnership's property in proportion to his share in the contributed capital. Instead of payment, he may be given property in kind. But this requires an agreement between the one who leaves the partnership and the rest of the participants.

Termination of a partnership

The termination of a partnership can be caused by various reasons. It ceases to operate upon the expiration of the period, if it was created for a specific period. Also, the partnership is terminated if the goal for which it was created is achieved. The partnership will terminate due to the inexpediency of further business activities. This requires the general consent of all participants. A general partnership can be transformed into a limited partnership (limited partnership), or into a business company, or into a production cooperative. From the moment of transformation, it ceases to be effective.

A general partnership is liquidated if one of the partners left the membership, either died or was declared incapacitated (clause 21 of article 76 of the Civil Code of the Russian Federation). However, even in the event of the occurrence of these circumstances, the partnership can continue its work, if such a possibility is expressly stipulated by the memorandum of association. A general partnership is subject to liquidation when the only participant remains in it, as well as on general grounds: by a court decision in the case of carrying out activities without an appropriate permit (license), when it is required, as a result of the partnership being declared bankrupt, and others.

General partners are liable for their obligations with their property, and limited partners risk only their contributions. The right to conduct business on behalf of the partnership belongs only to general partners.

A limited partnership is a contractual association. The main document that regulates relations in a partnership is the memorandum of association. The legislation states that the memorandum of association is signed only by general partners, therefore they manage the affairs of the partnership. Investors do not have the right to influence in any way the management of cases, to challenge the correctness of the management decisions taken in court. The main duty of a contributor is to make a timely contribution to the pooled capital. The fact of making a contribution is confirmed by a special document - a certificate of participation. This document confirms not only that the contribution has been made, but also that the person is a participant in a limited partnership as a limited partner.

Investors have not only responsibilities, but also rights. Since a limited partnership is a commercial organization, they are entitled to receive a portion of the profits due to them for a share in the contributed capital. They also have the right to monitor economic activities by reviewing the annual reports and balance sheets of the partnership. In addition, they have the right to withdraw from the partnership at the end of the financial year and receive their contribution. It follows that when they leave, they do not have the right to receive a share in the property, in contrast to general partners.

Termination of a limited partnership has a number of features. First, the partnership is liquidated if not a single investor remains in its composition. Secondly, upon liquidation of the partnership, the limited partners have the priority right to receive deposits from the remaining property. The legislation also provides for other features of the liquidation of a limited partnership (Article 86 of the Civil Code of the Russian Federation).

The company name serves as the individualization of the partnership. According to the law, it must contain either the names of all general partners and the word "limited partnership" or "limited partnership", or the name of one full partner with the addition of the words "and company", as well as indicating the type of partnership. If the name of the investor is indicated in the company name of the partnership, he becomes a full partner with all the legal and organizational consequences arising from this provision.

2.2. Limited and additional liability companies

A limited liability company (LLC) is a commercial organization, the authorized capital of which is divided into shares in the amount determined by the constituent documents.

The participants of the LLC are not responsible for its obligations and bear the risk of losses, within the limits of the value of their contributions. A limited liability company (hereinafter referred to as the Company) can be established by one or more persons. The legislation stipulates the limiting number of founders, exceeding which entails the obligation to transform it into a joint-stock company, or liquidate, if the issue of transformation is not resolved within a year.

Modern legislation more strictly regulates relations arising from the establishment and activities of commercial organizations of this type. As practice has shown, on the one hand, such societies are most common in entrepreneurial activity, and on the other hand, it is in such societies that various financial abuses are quite common.

This should include one more limitation in the legislation: LLC cannot be established by a business company consisting of one person.

The company must have a corporate name consisting of the name and the words "limited liability". For example: “Stroitel Limited Liability Company”.

Such a society presupposes, first of all, the pooling of capitals for the purpose of engaging in entrepreneurial activity, and therefore the personal participation of the founders in its work is not necessary. But, as practice shows, the relationship between the members of the company is much closer and more trusting than in a joint-stock company.

When registering an LLC, the relevant documents must be submitted: the Memorandum of Association and the Articles of Association. If the founder is one person, then he must provide only the charter, approved by him. In other cases, the constituent documents are approved and signed by the founders. It follows from this that the law classifies LLCs as statutory companies.

The constituent documents must contain the necessary information that characterizes the company as a commercial organization with the status of a legal entity: location, purpose of activity and others, as well as information reflecting the specifics of the company. In particular, they must indicate: the size of the authorized capital and the size of the shares of each of the participants, the procedure for making contributions.

Participants who have not made contributions to the authorized capital in full are jointly and severally liable for the obligations of the company. The legislator did not accidentally establish such rules. After all, the authorized capital is not only a necessary material base for the activities of an LLC, but must also guarantee the interests of its creditors, without misleading them regarding the financial and other material capabilities of a particular society with which they (creditors) enter into various legal relationships that arise from prisoners contracts. In general, the legal regime of the authorized capital of an LLC is determined by the Civil Code of the Russian Federation and special legislation on limited liability companies.

According to the current regulatory enactments, the company, after its registration, is obliged to notify its creditors about each case of a decrease in the authorized capital and register its decrease in accordance with the established procedure. Creditors have the right to demand early fulfillment of obligations and compensation for losses. In addition, the company is allowed to increase its authorized capital, but under one very important condition: after all participants have made their contributions in full (Article 90 of the Civil Code of the Russian Federation).

The members of the company do not have ownership of the property of the LLC. Their rights apply only to a share in the authorized capital. By virtue of this, a member of the company may sell or otherwise cede (donate) his share in the authorized capital to other members of the company. This right of a participant cannot be limited by anyone, it is unconditional, since it concerns the internal relationships of the participants in the society. Otherwise, the possibility of alienating a share in the authorized capital by a third party, that is, one that is not a member of the participants, is regulated. In principle, the law does not prohibit a participant (participants) from making such transactions. However, this issue is finally regulated only by the charter of the company. Consequently, the charter may contain a rule prohibiting the alienation of a share by a third party, or a rule that allows the sale of a share in the authorized capital to unauthorized persons. Depending on what norm is spelled out in the charter, these are the legal consequences.

A limited liability company is a legal entity. The management of the affairs of the company is carried out through the bodies of the legal entity specially formed for this purpose. The basic principles of the organization and activities of the management bodies of an LLC are established by the Civil Code of the Russian Federation. In more detail, the issues of the organization of management should be regulated by a special law.

In accordance with the Civil Code of the Russian Federation, governing bodies should be formed in the company: general meeting of participants; executive body (director, president and others); revision Commission.

The general meeting of the company's members is the supreme governing body, which has its own exclusive competence. This means that no governing body can make any decisions on issues related to the exclusive competence of the general meeting. If such decisions are made, then they will not have legal force. Moreover, such issues not only cannot be considered by other management bodies on their own initiative, but cannot even be transferred, delegated by a general meeting to an executive body, for example, a director or a directorate.

Legislation attaches to the exclusive competence of the general meeting the following issues: changing the charter of the company, as well as the size of the authorized capital; the formation of other governing bodies of society; resolving issues of reorganization and liquidation of the company and others.

Issues within the competence of the general meeting are determined by legislative acts. When drawing up the charter, the members of the company must follow the provisions of the legislation.

The management bodies of the company can be both collegial and individual. The general meeting is a collegial body. The quantitative composition of the executive bodies is determined by the charter of the company. From Art. 91 of the Civil Code of the Russian Federation, it follows that the sole governing body can be elected both from the members of the company and from third parties. The legal status of the sole executive body is determined, along with civil legislation, and also labor legislation: an employment contract (contract) must be concluded with the director (president, etc.).

The termination of the company's activities is possible due to its reorganization or liquidation.

The reorganization of a limited liability company can be carried out both by decision of its founders and by compulsory procedure. The legislation defines the following forms of company reorganization: merger, acquisition, division, separation, transformation. During the transformation, legal succession arises, that is, the transfer of part of the rights to the newly formed legal entities in accordance with the separation balance sheet and the deed of transfer. Reorganization in the form of transformation means a change in the organizational and legal form. So, an LLC can be transformed into a joint stock company or a production cooperative (Article 92 of the Civil Code of the Russian Federation).

A limited liability company is considered reorganized, with the exception of cases of reorganization in the form of affiliation, from the moment of state registration of the newly emerged legal entities.

When a company is reorganized in the form of a merger of another legal entity with it, the company is considered reorganized from the moment an entry is made in the unified state register of legal entities on the termination of the activities of the merging legal entity.

Liquidation of LLC is carried out in accordance with Art. 61-65 of the Civil Code of the Russian Federation. These rules are common to all legal entities.

To carry out the liquidation of a legal entity, a liquidation commission is created, which carries out all the necessary measures. The liquidation of a legal entity is considered complete, and the legal entity - ceased to exist, after making an entry about this in the unified state register of legal entities (Article 63 of the Civil Code of the Russian Federation). In detail, issues related to insolvency (bankruptcy) are regulated by a special Law of the Russian Federation "On insolvency (bankruptcy) of enterprises."

Additional Liability Company (ALC) - a commercial organization, whose members, unlike LLC, jointly bear subsidiary liability for its obligations in the amount of a multiple of the value of their contributions to the authorized capital.

An additional liability company has a number of common features and characteristics in comparison with an LLC. Common to these societies is:

an additional liability company can be established by one or more persons;
The authorized capital of an ALC is also divided into shares, the size of which is determined by the constituent documents.

In other respects, the additional liability company is subject to the provisions of the law applicable to the LLC, with a number of exceptions that are due to the specific features of this organization. Firstly, unlike LLC, the participants in a company with additional liability jointly bear subsidiary liability with their property in the same multiple for all to the value of contributions determined by the constituent documents of the company. Secondly, in the event that one of the participants becomes insolvent (bankrupt), his responsibility for the obligations of the company is distributed among the other participants in proportion to their contributions. The constituent documents may provide for a different procedure for the distribution of responsibility.

2.3. Joint Stock Companies

The concept of a joint stock company is disclosed in clause 1 of Art. 96 of the Civil Code of the Russian Federation and paragraph 1 of Art. 2 of the Federal Law of the Russian Federation "On Joint Stock Companies".

A joint-stock company is a commercial organization with an authorized capital distributed over a certain number of equal shares, the rights to which are recorded in securities - shares.

A share is a security certifying the obligatory rights of a shareholder to a share in the authorized capital of a joint-stock company.

As a rule, the authorized capital of a joint-stock company is divided into a large number of shares and the right to each such share is fixed in a security - shares.

The term "shareholder" means a citizen or a legal entity that owns shares and is registered in the register of shareholders of the company. One share reflects the right to one share in the authorized capital. Acquisition of a share from a joint stock company (purchase) means that the buyer contributes the value of the share in the authorized capital of the joint stock company. The value of a share, equal to the amount of money contributed to the authorized capital, is called the nominal value of the share, it is indicated on the paper itself.

After purchasing a share, the acquirer applies to the joint-stock company with a request to amend the register (list) of shareholders of this company so that the new owner of the share is indicated in the register instead of the previous one, and as soon as such changes are made, the acquirer becomes a full-fledged shareholder.

A share, like a security, can be sold by the shareholder himself. In this case, the price of the sold share may be different from its par value. If the joint stock company is doing well, the price of its shares rises, and they are then sold at a price much higher than the par value. Well, if things go wrong, the joint-stock company is on the verge of insolvency (bankruptcy), then the shares can be sold at a price below par. In such cases, shareholders are already trying to get rid of the securities and save at least some amount of their money. The difference between the par value of shares and the one at which it is sold by the shareholders themselves is called the exchange rate difference.

As a general rule, anyone can purchase as many shares as possible based on their purchasing power. At the same time, the charter of a joint-stock company may establish restrictions on the number of shares owned by one shareholder. Thus, the law does not establish any restrictions, but the shareholders themselves have the right to establish such a rule for their company. It allows, for example, to preserve elements of democracy in the decision-making process. If there are no such limits and one shareholder or several shareholders have a large number of shares - a controlling stake, then all the threads of management are transferred to him or to them.

This is due to the fact that the voting does not take into account the number of shareholders themselves, but the number of shares, and the principle applies - one share - one vote. Therefore, it is likely that the decision will be made in favor of a narrow circle of shareholders holding a majority of shares, while shareholders with a small number of shares, despite their numerical superiority, will not be able to influence the decision-making.

A joint-stock company is a legal entity and owns separate property, recorded on an independent balance sheet, can, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and defendant in court.

The company is independently responsible for its obligations. Shareholders bear the risk of losses associated with the activities of the company, within the value (par) of their shares.

Dividends - a portion of the company's net profit paid to a shareholder in accordance with the number of shares owned by him.

The joint-stock company has the right to engage in any activities not prohibited by federal law. Certain types of activities, the list of which is also established by federal law, can be carried out by a company only on the basis of a special permit (license).

The constituent document of a joint-stock company is the charter, the requirements of which are binding on all shareholders. When developing the charter, shareholders include in it only such rules that do not contradict the current legislation. The charter of a joint-stock company must contain, in particular, the following information: the name of the company, location, the size of the authorized capital and the procedure for its formation, the rights and obligations of shareholders, and others.

The legislation defines two types of joint stock companies: open joint stock company (OJSC) and closed joint stock company (CJSC).

In an open joint stock company, shareholders have the right to alienate their shares without the consent of other shareholders. Such a company has the right to conduct an open subscription to the shares issued by it and their free sale. Thus, in an open joint stock company, an unhindered change of shareholders is possible.

In a closed joint-stock company, shares are distributed in advance only among its founders or other predetermined circle of persons. Such a company does not have the right to conduct an open subscription for the shares issued by it, or otherwise offer them for purchase to an indefinite circle of persons. Shareholders of a closed joint-stock company have the right to sell their shares, however, all other shareholders have the preemptive right to purchase them, at the price of their offer to another person. The procedure and term for the exercise of the preemptive right is determined by the charter. At the same time, the period for exercising the preemptive right cannot be less than 30 and more than 60 days from the date of the offer of shares for sale. If none of the shareholders agrees to purchase them at an appropriate price, the shares may be sold to others.

The number of shareholders of closed joint-stock companies must not exceed fifty. This number includes both individuals and legal entities. If this number is exceeded, a closed joint-stock company must be transformed into an open one during the year. If the number of shareholders does not decrease to fifty, the company is subject to liquidation in court.

The procedure for creating a joint stock company

A joint stock company can be created by re-establishment and by reorganization of an existing legal entity. For example, as a result of the transformation of a production cooperative or limited liability company into a joint stock company.

The creation of a joint stock company by incorporation is usually carried out in two stages. The content of the first is that the founders conclude an agreement between themselves on the creation of a joint-stock company. This agreement determines the procedure for their activities to establish a company, the size of the authorized capital, the types of shares to be placed among the founders, the amount and procedure for their payment, etc. This agreement is not a constituent document of the company, since it plays an auxiliary role. With this agreement, the founders put into a contractual form all the preparatory work for the creation of the society.

After all the preparatory work has been carried out, the charter of the company has been developed, the second stage of the creation of a joint-stock company begins. The founders at the general meeting decide on the establishment of a joint stock company and approve its charter. At the same time, on such issues as the establishment of a company, approval of the charter and some others, the decision is taken by the founders unanimously.

However, it is still not enough to make a decision to create a society. A joint stock company is considered to be created as a legal entity from the moment of its state registration. It is from this moment that the society acquires the right to carry out entrepreneurial activity.

The founders of a society can be citizens and (or) legal entities.

State bodies and local self-government bodies cannot act as founders of a joint-stock company, unless otherwise provided by federal law. This is explained by the fact that with the participation of these bodies in the activities of the company, conditions will be created for unfair competition, since a society with the participation of state bodies and local self-government bodies, naturally, will have greater opportunities for business than a society where there are no such participants.

2.4. Production cooperative

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production activities or other economic activities based on personal labor participation and the consolidation of property shares by its members (participants) (Article 107 of the Civil Code of the Russian Federation).

A production cooperative can be engaged in various economic activities: the production of industrial and agricultural products, trade, consumer services. Each member of a production cooperative is obliged to participate by personal labor in the work of the cooperative, which is one of its important features. Therefore, it is no coincidence that the production cooperative is also officially referred to as an artel.

The main document on the basis of which the production cooperative operates is the charter. It is approved by the general meeting of members of the cooperative, for the establishment of which at least five people are required.

The following data must be indicated in the charter of a production cooperative: location, management procedure, size of share contributions, procedure for participation of members of the cooperative in its work, and much more. The property of the production cooperative is in its ownership and is divided into shares. In the production cooperative, governing bodies are created. The supreme body is the general meeting of its members. The current management of the affairs of the cooperative can be carried out by the board and the chairman. In a production cooperative, a supervisory board may be created if the number of members of the cooperative is more than fifty. The competence of the management bodies of a production cooperative is determined by law and the charter

Competence is a set of rights and obligations that the governing body of a legal entity has in order to solve the problems facing it.

According to paragraph 3 of Art. 110 of the Civil Code of the Russian Federation, the exclusive competence of the general meeting includes:

changing the charter of the cooperative;
the formation of other governing bodies;
admission and expulsion from members of the cooperative and others.

Exclusive competence - competence that can be performed only by the highest governing body of a legal entity.

Termination of membership in a production cooperative can occur both at the request of a member of the cooperative, and in the event of his exclusion, as well as on other grounds (for example, in case of death).

2.5. State and municipal unitary enterprises

A unitary enterprise is a commercial organization that does not have ownership of the property assigned to it. The property of this enterprise is indivisible, which means the impossibility and inadmissibility of its distribution by shares, shares, including between employees. In this form, state and municipal enterprises can be created, and therefore their property is state and municipal property. The enterprise in relation to the property assigned to it has the right of economic management or operational management.

The concepts of "the right of economic management" and "the right of operational management" require more detailed consideration.

The right of economic management - the right of an enterprise (state or municipal) to own, use and dispose of property, but within certain limits, which are established by the Civil Code of the Russian Federation. An enterprise is not entitled to dispose of immovable property without the consent of the owner: to sell, lease it, or pledge it. Real estate means: land plots and everything that is closely related to the land: buildings, structures. The enterprise has the right to dispose of the rest of the property independently, at its own discretion.

The right of operational management is the right to dispose of property, both immovable and movable, only with the consent of the owner.

The property on the basis of the right of operational management is assigned to the created unitary enterprises, which are called "state-owned". They can be established by decision of the Government of the Russian Federation on the basis of property in federal ownership (federal government enterprise). Such an enterprise is liquidated and reorganized only by decision of the Government of the Russian Federation. The constituent documents of the enterprise must necessarily indicate that it is state-owned.

Conclusion

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; the goals of the organization; features of enterprise management; distribution of profits and a number of other points.

There are the following organizational and legal forms of commercial organizations: partnership (general 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.

Business partnerships and societies are commercial organizations with authorized (joint-stock) capital divided into shares (contributions) of founders (participants). Partnerships are associations of individuals and (or) legal entities that unite for joint activities, the property of the partnership is formed at the expense of the participants' contributions. The partnership can be organized in the form of: full partnership; limited partnership (limited partnership).

A general partnership is a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership and are responsible for its obligations with property belonging to them. A general partnership is created and operates on the basis of a memorandum of association. All participants have equal rights in the management of the partnership, that is, any of the participants can assume obligations on behalf of the partnership, and this obligation automatically falls on all other participants, therefore, a high degree of trust should exist between the general partners. A feature of a full partnership is that all partners are fully responsible for the obligations of the partnership, which also applies to the personal property of the founders.

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

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, in contrast to partnerships, involve the pooling of capital. The members 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 company; 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 founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; members of 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 their contributions.

An additional liability company is a company established by one or several persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company.

A joint-stock company is a company, the authorized capital of which is divided into a certain number of shares; members 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 value of their shares. A joint stock company can be created in the form of: an open joint stock company (OJSC); closed joint stock company (CJSC).

A unitary enterprise is a commercial organization that is not endowed with ownership of 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 governing bodies) by transferring it to the enterprise.

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

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, sale 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 consolidation by its members (participants) of property share contributions.

List of sources used

Constitution of the Russian Federation (adopted by popular vote 12.12.1993) // SPS "Garant"
The Civil Code of the Russian Federation (Part One) of 11/30/1994. No. 51-FZ: adopted by the State. Duma on October 21. 1994: (with subsequent amendments and additions) // SPS "Garant"
Baye M.R. Management economics and business strategy: textbook for universities / Per. from English Ed. A.M. Nikitin. M .: UNITY-DANA, 2009.
Volkov OI Economy of the company / OI Volkov, VK Sklyarenko. - M .: Infra-M, 2011.
Civil law / Ed. A. I. Kalpina, A. I. Maslyaeva. - M .: Prospect, 2011.
Civil law: textbook. / S.S. Alekseev, B. M. Gongalo, D. V. Murzin; under total. ed. Corresponding Member RAS S.S. Alekseeva. - 2nd ed., Rev. and add. - M .: Prospect; Ekaterinburg; Institute of Private Law, 2009.
Kazantsev A.K. Fundamentals of production management / A.K. Kazantsev, M.S. Serova. - M .: Infra-M, 2012.

F.M.Shelopaev

FINANCE OF ORGANIZATIONS (ENTERPRISES)

Installation lectures

(extramural)

Topic 1. "Finance and financial mechanism of enterprises"

Forms of business entities in conditions

Market economy of Russia

A lot of subjects are involved in the economic turnover, characterized by various signs and criteria.

Depending on the nature of activity there are, on the one hand, business 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 activity only insofar as it corresponds to their statutory tasks.

The next important criterion for the classification of economic 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-making as the main goal of their activities (commercial organizations) or do not have profit-making as such a goal and do not distribute the received profit among the participants (non-profit organizations). Thus, the economic turnover involves, on the one hand, organizations acting as legal entities, and on the other hand, citizens operating without forming a legal entity.

In the regulatory and legal definition a legal entity is an organization that owns, economically or operatively manages isolated property, is responsible for this property for its obligations, can acquire and exercise property and personal non-property rights on its own behalf, fulfill obligations, be a plaintiff and defendant in court... Along with the listed features, a legal entity must have an independent balance sheet or estimate. A legal entity is subject to compulsory state registration and acts on the basis of constituent documents, the quality of which can be the charter and (or) the 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 for the implementation of any activities not prohibited by law. The activities of an individual entrepreneur can be based on hired labor, but he is not entitled to create enterprises, remaining the owner of the property transferred to him.

Thus, depending on the nature of the economic activity and the method of participation in the economic turnover, in the commercial sphere are distinguished 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 economic partnerships, business societies, production cooperatives, state and municipal unitary enterprises as the main organizational and legal forms of commercial organizations (enterprises),

In general, on the basis of Art. 2 and Art. 132 of the Civil Code of the Russian Federation, all commercial organizations can be referred to as "company".

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

Ø sources of formation of the company's own capital;

Ø the procedure for distribution of profits or coverage of losses from the economic activities of the enterprise;

Ø limits of the company's financial responsibility for its obligations;

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

Ø the order of reorganization and liquidation of the enterprise.

Consider features of the financial mechanism enterprises of various organizational and legal forms.

Business partnerships and companies commercial organizations with the authorized capital divided into shares (contributions) of the founders are recognized. Property created at the expense of the founders' contributions, as well as increased in the course of activity, belongs to economic partnerships or companies on the basis of ownership.

Business partnerships can be created in the form of a full partnership and limited partnership (limited partnership).

Complete a partnership is recognized, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership and jointly bear subsidiary liability with their property for the obligations of the partnership.

The profits and losses of a full partnership are distributed among its participants in proportion to their shares in the contributed capital, unless otherwise provided by the memorandum of association 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 responsible for the partnership's obligations with their property (general partners), there are one or more contributing participants (limited partners) who bear the risk of losses associated with the activities of the partnership, within the sums of their contributions and do not take part in the implementation of entrepreneurial activities by the partnership. The investor of a limited partnership has the right to receive a part of the partnership's profit due to his share in the contributed capital.

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

Joint-stock company is a company, the authorized capital of which is divided into a certain number of shares. 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 their shares.

A joint-stock company, whose members can alienate their shares 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 to the shares issued by it and their free sale under the conditions established by law and other legal acts. An open joint-stock company is obliged to publish an annual report, balance sheet, and profit and loss account for the public every year.

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 to the shares issued by it or otherwise offer them for purchase to an unlimited number of persons.

The shareholders of a closed joint stock company have the preemptive 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 founded by one or more persons, the authorized capital of which is made up of the value of the contributions of its participants and is divided into shares of the sizes determined by the constituent documents. The members 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 their contributions.

Additional liability company is a company established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. Members of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple for all to the value of 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 other participants in proportion to their contributions.

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

The 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 is indivisible funds used for the purposes determined by the charter. The decision on the formation of indivisible funds is taken by the members of the cooperative unanimously, unless otherwise provided by the charter of the cooperative. The cooperative is not entitled 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 for by law and the charter of the cooperative. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors is distributed in the same manner.

Finally, the form of a 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 by contributions (shares, shares), including among the 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 on the basis of the right of economic management or operational management. A unitary enterprise is managed by a manager who is appointed by the owner or an authorized body and is accountable to them. A unitary enterprise is not responsible for the obligations of the owner of its property.

Unitary enterprise founded on the right of economic management, is created by the decision of an authorized state body or local government body. By decision of the Government of the Russian Federation, on the basis of federal property, a unitary enterprise based on on the right of operational management(federal state 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 firm name of a unitary enterprise must contain an indication of the owner of its property.

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

Creation of a legal entity or division Semenikhin Vitaly Viktorovich

Differences in the forms of commercial legal entities

As a result of the implementation of fundamental transformations in the political and economic life of the Russian Federation, as well as as a result of the constant, every minute dynamics of development and improvement of the legal system in the current democratic state, significant changes have occurred and continue to occur in property relations and organizational and legal forms of commercial activity.

Characterizing the features of the legal status of certain types of legal entities, Russian civil law uses concepts such as:

- type of legal entity;

- the form of creating a legal entity;

- organizational and legal form of a legal entity.

Analysis of the norms of Chapter 4 of the Civil Code of the Russian Federation (hereinafter - the Civil Code of the Russian Federation) "Legal entities" allows us to conclude that these three concepts are used as synonyms. Despite the fact that the content and scope of these terms are not officially defined, in our opinion, it is possible, when considering the issue of certain types of legal entities, to analyze the features of their organizational and legal forms. In the scientific literature, the organizational and legal form is understood as such a type of legal entity, which differs from another type in the way of creation, the volume of legal capacity, management procedure, the nature and content of the rights and obligations of the founders (participants) in relation to each other and the legal entity.

Article 50 of the Civil Code of the Russian Federation distinguishes all legal entities into commercial and non-commercial. There are many classifications of legal entities for various reasons, but this division is well-known and generally accepted, even, to some extent, fundamental. According to paragraph 1 of Article 50 of the Civil Code of the Russian Federation, legal entities can be organizations pursuing profit-making as the main goal of their activities (commercial organizations) or not having profit-making as such a goal and not distributing the received profit among the participants (non-profit organizations). The main criterion for differentiation in this case is the main goal of the activity and neither the form of ownership, nor the organizational and legal form, nor other circumstances matter at all.

In accordance with paragraph 2 of Article 50 of the Civil Code of the Russian Federation, legal entities that are commercial organizations can be created in the form:

- business partnerships and companies;

- production cooperatives;

- state and municipal unitary enterprises.

Let us dwell in more detail on the above forms of commercial legal entities and analyze the main points that should be paid attention to when comparing these forms of commercial organizations.

In accordance with the Civil Code of the Russian Federation, there are two types of business partnerships: full partnership and limited partnership.

The participants in the partnership as a whole are obliged to directly participate in its activities, as a result of which this activity is the combined actions of the participants in the partnership, they actually conduct independent entrepreneurial activities on behalf of the partnership. And, in part, therefore, only individual entrepreneurs can be participants in full partnerships, since only these persons are entitled to engage in entrepreneurial activity. In accordance with paragraph 1 of Article 69 of the Civil Code of the Russian Federation, a partnership is fully 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 responsible for its obligations with property belonging to them. Full partnership status is most suitable for businesses with a small number of members. The minimum number of participants is two, the maximum is not limited.

A limited partnership is, according to paragraph 1 of Article 82 of the Civil Code of the Russian Federation, such a partnership, which includes two types of participants:

- one or more general partners who carry out entrepreneurial activities on behalf of the partnership and are responsible for the obligations of the partnership with all their property (as in a full partnership);

- and one or more investors who do not participate in the management of the partnership and bear the risk of losses associated with the activities of the partnership only within the amount of their contributions.

A limited partnership is also called a limited partnership, and contributors are called limited partners.

As in a full partnership, in a limited partnership, strict control over changes in the composition of general partners is exercised. A limited partnership, like a general partnership, can be liquidated by decision of its participants or by a court decision. In addition, a limited partnership is subject to liquidation upon retirement of all contributors who participated in it.

The main disadvantage of the partnership appears to be the responsibility of its participants. Due to these circumstances, it is preferable to create partnerships in areas of entrepreneurial activity, by their nature associated with low risk, mainly business partnerships are a form for small businesses.

A voluntary association of citizens on the basis of membership for joint production or other economic activity is called a production cooperative or artel. The production cooperative operates in accordance with the legislation, including the Federal Law of May 8, 1996, No. 41-FZ "On Production Cooperatives" and its constituent document, which for the cooperative is the charter approved by all members of the cooperative. Like economic partnerships, a production cooperative is an association of persons and their property share contributions, and involves the personal participation of its members in the activities of the cooperative. Unlike business partnerships, which have a simple and flexible management scheme, the direct management of the cooperative's activities is entrusted to its executive bodies - the board and its chairman. The supreme governing body of the cooperative is the general meeting of its members, whose exclusive competence includes the solution of the most basic and significant organizational issues.

A production cooperative can, like a business partnership, be liquidated by the decision of its members or by a court decision.

The most popular today are commercial organizations such as business societies. In practice, they are often confused with business partnerships. Meanwhile, an inalienable feature of any partnership is the direct participation in its activities of the persons who established the partnership, while the property of the founders (their capital) is being united in the society. There may not be any consolidation of the property of the founders (we are not talking about the contributed capital, but other property). Along with this, the members of the company, in parallel with the pooling of their capitals, may or may not take part in its activities.

Business companies are classified into limited liability companies, additional liability companies and joint stock companies. Their activities are regulated, among other things, by special laws: Federal Law of February 8, 1998 No. 14-FZ "On Limited Liability Companies" and Federal Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies".

Commercial organizations founded by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents, are called limited liability companies (LLC) or additional liability companies (ALC). What is the fundamental difference, you ask? And the difference is just obvious! The difference lies in the scope of responsibility of the participants in these business entities. Members of 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 their contributions. And the members of the company with additional liability jointly and severally bear subsidiary liability for its obligations with their property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company. In addition, in the event of the bankruptcy of one of the participants, his liability for the obligations of the company of such an organizational and legal form is distributed among the other participants in proportion to their contributions, unless a different procedure is established by the constituent documents. That is, the founders of a limited liability company are not liable, unlike the participants in a company with additional liability for its obligations - their risk is limited only by the loss of property contributed as a contribution to the authorized capital of such a company.

However, please note that the amount of liability of participants in a company with additional liability is still limited: it does not apply to all of their property, which is typical for general partners, but only part of it - the same multiple for all participants to the amount of their contributions. From this point of view, this society occupies, as it were, an intermediate position between societies and partnerships.

It makes sense to create limited liability companies to carry out activities that involve significant risk. Among the advantages of this form of commercial organizations for those who create it are:

- the possibility of members of the society to take direct part in its entrepreneurial activities;

- a limited number of participants and the ability to control changes in their composition;

- lack of responsibility for the company's obligations (as a general rule) and risk limited by the limits of the assumed share of participation in the capital.

Joint-stock companies are companies whose authorized capital is divided into a certain number of shares. The members of a joint stock company are referred to as shareholders. They are not responsible for the company's obligations and bear the risk of losses associated with its activities, within the value of the shares they own.

Depending on the procedure for the distribution of shares and the circle of persons among whom this distribution takes place, there are two types of joint stock companies:

- open joint stock company (OJSC);

- closed joint stock company (CJSC).

Joint-stock companies are recognized as open companies whose members can alienate their shares without the consent of other shareholders (clause 1 of Article 97 of the Civil Code of the Russian Federation; clause 2 of Article 7 of Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies"). Such a joint-stock company has the right to conduct an open subscription to the shares issued by it and their free sale under the conditions established by law and other legal acts.

Closed are joint stock companies whose shares are distributed only among the founders or other predetermined circle of persons (clause 2 of Article 97 of the Civil Code of the Russian Federation; clause 3 of Article 7 of Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies"). Such a company does not have the right to conduct an open subscription to the shares issued by it or otherwise offer them for purchase to an unlimited number of persons.

We also draw your attention to the fact that the legislator determines the maximum number of participants included in a closed joint-stock company. Clause 3 of Article 7 of Federal Law No. 208-FZ of December 26, 1995 “On Joint Stock Companies” states that the number of shareholders of a closed company should not exceed fifty. If the number of shareholders of a closed company exceeds the established limit, the said company must be transformed into an open company within one year. If the number of its shareholders does not decrease to the limit established by law, the company is subject to liquidation in court. The number of shareholders of an open joint stock company is not limited.

For conducting entrepreneurial activities in the field of small and medium-sized businesses, the most preferred organizational and legal forms of commercial organizations and enterprises are a closed joint-stock company and a limited liability company.

These forms of business entities have a lot in common, including:

- the same procedure and conditions for conducting economic and financial activities and taxation;

- the same amount of the minimum authorized capital (not less than one hundred times the minimum wage established on the date of submission of documents for state registration of the company) and the procedure for its formation;

- the same restrictions on the number of founders (from one to fifty persons, both legal and physical).

But there are also fundamental differences that should be taken into account when choosing between these two organizational and legal forms. We are talking about greater protection of the property interests of a member of a limited liability company in comparison with shareholders of a closed joint stock company. When leaving a limited liability company, its participant is paid the actual value of his share in the property (determined on the basis of financial statements) in cash or, with the consent of the withdrawing participant, he is given property of the same value in kind. In a closed joint-stock company, property and assets can be distributed among shareholders only in the event of its liquidation, and the outgoing shareholder has the right to sell his shares at market value, which, despite the significant amount of the company's net assets, can be very small. On the other hand, these circumstances make the closed joint-stock company itself as a whole, in comparison with a limited liability company, more secure, due to the lesser likelihood and possibility of “taking away” the company's property by the outgoing shareholders “piece by piece”.

From the point of view of the prevailing psychological and everyday perception of a limited liability company and a closed joint-stock company as subjects of market relations, a closed joint-stock company is considered an enterprise with a higher status and is perceived with great respect and trust, both by business partners and, often, by officials of various levels.

An open joint stock company has practically the same differences from a limited liability company as a closed joint stock company. If we compare the types of joint stock companies with each other, then we can say that an open joint stock company is perceived as an organization of a higher business status than a closed joint stock company.

There are also specific forms of commercial activity that are applicable only in the public sector of the economy - state and municipal unitary enterprises. The legal status of this organizational and legal form of commercial legal entities is regulated by Federal Law No. 161-FZ of November 14, 2002 "On State and Municipal Unitary Enterprises" (hereinafter - Law No. 161-FZ).

Unitary enterprises are commercial organizations that are not endowed with the ownership right to the property assigned to them by the owner. The property of a unitary enterprise is indivisible and cannot be distributed according to contributions (shares, shares), including among the employees of the enterprise (paragraph 1 of Article 113 of the Civil Code of the Russian Federation).

Note that only state and municipal enterprises can be created in the form of unitary enterprises.

According to paragraph 2 of Article 113 of the Civil Code of the Russian Federation, the property of state or municipal unitary enterprises is in state or municipal ownership, respectively, and belongs to such enterprises on the basis of the right of economic management or operational management.

The following types of state and municipal unitary enterprises can be conditionally distinguished:

- a unitary enterprise based on the right of economic management;

- a unitary enterprise based on the right of operational management, called a state enterprise.

In modern civil law, the reputation of a "transitional form" has been established for unitary enterprises, they close the list of commercial organizations in the Civil Code of the Russian Federation, and in the future, the term "enterprise", according to forecasts, should finally move to the section of the Civil Code of the Russian Federation on objects of civil rights, namely to Article 132 of the Civil Code of the Russian Federation ...

Unitary enterprises remain today the only type of commercial organization with limited (targeted) legal capacity. Such enterprises cannot independently dispose of real estate, as well as carry out many other transactions. As you know, "no one can transfer more rights to another than he himself has." But the activities of state-owned enterprises distort the classical postulates and constructions in civil law.

Foreign legislation does not know the analogue of the right of economic management. In some countries, state-owned enterprises act as owners. In common law countries, the theory of trust (trust) is recognized, but our legislation does not know such a possibility of splitting property rights. In general, state policy is now aimed at narrowing the independence of unitary enterprises. The ultimate goal is to exclude the right of economic management from the domestic legal order and to secure non-privatized state property on the basis of operational management.

Also, at present, there is a widespread point of view according to which some unitary enterprises, namely those based on the right of operational management, that is, state-owned factories, for example, should be recognized as non-profit organizations in accordance with the goals of their creation. It seems that there is still a rational grain in this position, apparently, it is advisable to differentiate legal entities not according to the goals of their activities, but according to the goals of their creation. After all, making a profit is not the main goal of the activities of state-owned enterprises, and, moreover, the existence of some of them is initially assumed to be unprofitable. So, according to paragraph 4 of Article 8 of Law No. 161-FZ, the purpose of creating a state-owned enterprise may be, for example, the implementation of subsidized activities and the conduct of unprofitable industries. In general, the main task of such enterprises is to meet government needs.

In conclusion, we note that commercial organizations of any organizational and legal form have civil rights that correspond to the objectives of the activities provided for in their constituent documents, and bear related obligations. Commercial organizations can carry out any types of activities that are not directly prohibited by law, they are endowed with general legal capacity, and it does not matter whether these types of activities are enshrined in the organization's constituent documents or not. Current Russian legislation establishes the principle that legal entities can be created only in any of the organizational and legal forms provided for by law. For commercial organizations, an exhaustive list of such forms is contained in the Civil Code of the Russian Federation. The founders of a commercial legal entity must "clothe" their incipient "brainchild" in one of the forms provided for by law, and they are not entitled to come up with something that is not provided for by law. This principle of the so-called “closed circle” of legal entities is directly opposite to the principle of an unlimited range of rights arising from the principle of freedom of contract, and is of great importance. This circumstance makes it possible to exclude the emergence of unreliable commercial organizations that do not have constructive stability, and also provides the possibility of state control over the economic turnover.

Any enterprise, as a legal entity, in accordance with the Civil Code of the Russian Federation, regardless of the organizational and legal form, has the same rights as other enterprises. The differences, and very significant ones, lie in the rights of the founders (participants, shareholders) of such enterprises. It is this set of rights that seems to be decisive. The choice of the form of a commercial legal entity directly depends on the extent to which legislative regulation corresponds to the preferences of the founders, and, of course, on their personal likes, desires and aspirations. At the same time, one should not forget that none of the organizational and legal forms is something frozen, given once and for all. Under certain conditions and according to certain rules, each of them is capable of transforming into other forms.

From the book Control and Auditing: Lecture Notes the author Ivanova Elena Leonidovna

9. Organization of audit work at objects of different organizational and legal forms and forms of ownership The diversity of the economy and the presence of different forms of ownership require the use of different organizational forms of control and audit work.

From the book 1C: Enterprise 8.0. Universal tutorial the author Boyko Elvira Viktorovna

2.8. Prompts in form dialogs In the 1C: Enterprise system, screen forms (dialogs) are used to enter and edit information, which are created at the configuration stage. With the help of dialog boxes, information is entered and edited into documents, directories,

From the book Organization of business from scratch. Where to start and how to succeed the author

BODIES OF LEGAL ENTITIES OF ALL ORGANIZATIONAL LEGAL FORMS A legal entity is created to act in civil circulation, acquire rights, assume obligations, in particular, participate in various transactions, operations, etc. But an organization cannot by itself

From the book Creating a Legal Entity or Division the author Vitaly Semenikhin

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The variety of forms of ownership is the basis for the creation of various organizational and legal forms of organizations. According to the current Russian legislation, there are various organizational and legal forms of commercial organizations.

The form of ownership is also determined depending on who owns the organization. The legislation of the Russian Federation provides for the following forms of ownership: private, state, property of public organizations (associations) and mixed.

Part private property include:

a) property of individual citizens, including property of personal subsidiary plots, vehicles and real estate;

b) property of an association of citizens (general partnerships);

c) property of groups of individuals - limited liability partnerships, joint stock companies (closed and open, property of cooperatives);

d) property of business associations (business entities and partnerships, concerns, holdings, associations, unions, etc.);

e) mixed property of citizens and legal entities.

State property form objects:

a) federal (RF) property;

b) property of the constituent entities of the Russian Federation (republics, territories, regions, autonomous districts and cities of Moscow and St. Petersburg);

c) municipal (districts, districts, prefectures) property.

Mixed ownership is formed as a combination of different forms of ownership. Organizations (companies) with a mixed economy are companies in which the state or some public authority associates with private capital for various reasons, for example, the state's participation in a private company whose activities are in the public interest, or to control and guide its general policy and others. The state, participating in such companies, seeks not so much to make a profit, but to direct the policy of these organizations. This is sometimes the duality of such a system, since, on the one hand, a situation may arise when board members representing the state contribute to the weakening of the production and financial responsibility of the company, seek to impose on it the point of view of the government, which does not always help its successful operation. On the other hand, such a company expects to receive various kinds of privileges. To balance these interests, it is necessary that government representatives participate in the economic activities of the company and bear responsibility for its economic performance.

According to the form of ownership, organizations can be subdivided into private and public (Figure 3.3).

Organizations of the private sector of the economy differ depending on whether one or more persons are its owners, on the responsibility for its activities, the way in which sole capital is included in the total capital of the organization. The public sector of the economy is state (federal and subjects of the federation) and municipal enterprises (I mean not so much the fact that the state acts as an entrepreneur, but the circumstance that state or public enterprises operate on the principles of entrepreneurship).

An individual entrepreneur (IE) is a capable citizen independently, at his own risk and under personal individual responsibility, carries out entrepreneurial activities and is registered for these purposes in accordance with the established procedure.

The individual entrepreneur bears full responsibility for the obligations with all property belonging to him, except for the one, which is levied in accordance with the Civil Code of the Russian Federation. This means that the collection of the debts of an individual entrepreneur can also be imposed on his personal property that is not involved in entrepreneurial activity.

State registration as an individual entrepreneur takes place without the formation of a legal entity, but he is a full participant in civil turnover, therefore, legal norms governing the activities of commercial organizations apply to him. An individual entrepreneur can, after paying taxes, dispose of the profit received at his own discretion. For him, a simplified form of the taxation system is provided, which consists in the quarterly payment of taxes on the income declared by the individual entrepreneur. Personal income of individual entrepreneurs is taxed in the same way as personal income tax.

An individual entrepreneur has the right to create commercial organizations. After registering as a commercial organization, individual entrepreneurs can hire, fire workers. He can invest his capital in other areas of activity, making a profit from this. The number and value of property owned by individual entrepreneurs is not limited by law. Land plots of an enterprise, property complexes, buildings, structures, equipment, securities, etc., can be privately owned. An individual entrepreneur can be a participant in general partnerships, as well as conclude agreements on joint activities (in the form of a simple partnership).

On the territory of Russia, individual entrepreneurs have the same rights as legal entities. According to the law "On investment activity in the Russian Federation" foreign citizens can also engage in entrepreneurship. All investors enjoy equal rights; protection of these rights is guaranteed by the state, regardless of the form of ownership.

An individual entrepreneur is the head of a peasant (farm) economy that operates without forming a legal entity.

The state registration of a citizen as an individual entrepreneur loses its force and his activity ceases from the moment:

The court makes a decision to declare an individual entrepreneur insolvent (bankrupt);

Receipt by the registering authority of an application from an entrepreneur to cancel his state registration and as an entrepreneur and a certificate of registration previously issued to him;

Death of a citizen;

Recognition of a citizen as incompetent or partially capable by a court decision (in the absence of the consent of the trustee to engage in entrepreneurial activity).

An individual entrepreneur who is unable to satisfy the claims of creditors related to the implementation of entrepreneurial activity may be declared insolvent (bankrupt) by a court decision.

Individual entrepreneurship is a priority for people who are able to single-handedly control the decision-making process. The advantage of sole ownership is the payment of only income tax, which makes his business more sustainable and attractive, as well as independence in the distribution of profits. An important advantage of an individual business is its mobility when changing areas of activity.

Commercial organizations are divided into three broad categories: organizations that bring together individual citizens (individuals); organizations uniting capitals and state unitary enterprises (Fig. 3.4). The former include business partnerships and production cooperatives. clearly distinguishes partnerships - associations of persons requiring direct participation of the founders in their activities, companies - capital associations that do not require such participation, but involve the creation of special governing bodies. Business partnerships can exist in two forms: full partnership and limited partnership (limited partnership).

V full partnership(PT) all its participants (general partners) are engaged in entrepreneurial activities on behalf of the partnership and bear full financial responsibility for its obligations. Each participant can act on behalf of the partnership, unless a different procedure is established by the memorandum of association. The profit of a full partnership is distributed among the participants, as a rule, in proportion to their shares in the contributed capital. For the obligations of a full partnership, its participants shall be jointly and severally liable with their property.

A partnership of faith, or a limited partnership (TV or KT), is a partnership in which, along with general partners, there are also contributing participants (limited partners) who do not take part in the entrepreneurial activities of the partnership and bear limited financial liability within the amount of their contributions. Essentially, TB (CT) is a complicated type of PT.

In a full partnership and limited partnership, shares of property cannot be freely assigned, all full members bear unconditional and joint liability for the liability of the organization (they are responsible with all their property).

Business partnerships(HT), like business companies (HO), are commercial organizations with authorized (joint-stock) capital divided into shares (contributions) of founders (participants). Differences between HT and CW are manifested in relation to their more specific forms, in the ways of their formation and functioning, in the characteristics of their subjects in terms of the degree of material responsibility of these subjects, etc. In the most general form, all these differences can be interpreted in the context of the relationship between corporations ...

Production cooperative(PC) 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 consolidation of property shares by its members (participants). The peculiarities of the PrK are the priority of production activities and the personal labor participation of its members, the division of the PrK's property into shares of its members (Fig. 3.5).

Cooperatives and organizations with the participation of workers in management and profits, which served to spread in a mixed economy, have certain advantages over companies of an entrepreneurial type in labor productivity, social climate and labor relations, and income distribution. The introduction of inherently socialist principles of organization into economic activity (workers' participation in management, in profits and in the ownership of shares) is seen as a means of overcoming the difficulties that entrepreneurial organizations constantly face: bureaucratization of management structures in large corporations; weak interest of workers in the success of the company (because their remuneration is still limited to wages); losses from strikes and labor conflicts; high labor turnover, associated in the current conditions with particularly high costs due to the growing costs of training workers for specific activities in this particular organization, etc.

But purely self-governing companies lose to entrepreneurial ones in a number of ways: in addition to weak and possibly backlash to market signals in the short term, they tend to “underinvest,” that is, to eat up their profits; in the long run, they are conservative in risky projects and technical innovations.

Joint-stock company(JSC) is a company, the authorized capital of which consists of the par value of the company's shares acquired by shareholders, and, accordingly, is divided into this number of shares, and its participants (shareholders) are materially liable within the value of the shares they own (Figure 3.6) ... Joint-stock companies are divided into open and closed (OJSC and CJSC). OJSC participants can alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription to the issued shares and their free sale. In a closed joint-stock company, shares are distributed by private subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian legislation is limited to 50 persons.

Limited liability company(LLC) is a company, the authorized capital of which is divided into shares of participants who are materially liable only within one hundred

But there is also a third, "hybrid" category - a limited liability company and an additional liability company - which simultaneously refers to organizations that unite individuals and organizations that unite capitals.

Limited liability company(LLC) is a company, the authorized capital of which is divided into shares of participants, who are financially liable only within the value of their contributions. Unlike partnerships, an executive body is created in an LLC to carry out the day-to-day management of its activities.

Additional liability company(ODO) is essentially a type of LLC. Its features: joint and several subsidiary liability of the participants for the obligations of the ALC with their property in the same multiple for all to the value of their contributions, determined in the constituent documents; division in the event of bankruptcy of one of the ALC participants of his responsibility for the obligations of the company between other participants in proportion to their contributions.

To state and municipal unitary enterprises(UP) includes enterprises that are not endowed with the ownership right to the property assigned to them by the owner. This property is in state (federal or federal subjects) or municipal property and is indivisible. There are two types of unitary enterprises (Table 3.1):

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

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

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

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

The procedure for managing activities, the subject and goals of the activity;

The size of the authorized fund, the procedure and sources of its formation.

The authorized capital of the UE is fully paid by the owner prior to state registration. The size of the authorized fund is not less than 1000 minimum monthly wages as of the date of submission of documents for registration.

If the value of net assets at the end of the financial year is less than the size of the authorized capital, then the authorized body is obliged to reduce the authorized capital, about which the enterprise notifies the creditors.

The property rights of a unitary enterprise are presented in table. 3.2. A unitary enterprise can create subsidiary UE by transferring part of the property to them for economic management.

Private property includes:

a) property of individual citizens, including property of personal subsidiary plots, vehicles and real estate;

b) property of an association of citizens (general partnerships);

c) property of groups of individuals - limited liability partnerships, joint stock companies (closed and open, property of cooperatives);

d) property of business associations (business entities and partnerships, concerns, holdings, associations, unions, etc.);

e) mixed property of citizens and legal entities. State property is formed by objects:

a) federal (RF) property;

b) property of the constituent entities of the Russian Federation (republics, territories, regions, autonomous districts and cities of Moscow and St. Petersburg);

c) municipal (districts, districts, prefectures) property.

Mixed ownership is formed as a combination of different forms of ownership. Organizations (companies) with a mixed economy are companies in which the state or any state body is combined with private capital for various reasons, for example, state participation in a private company, activity

which meets the state interests, or to control and direct its general policy, etc. The state, participating in such companies, seeks not so much to make a profit, but to direct the policy of these organizations. This is sometimes the duality of such a system, since, on the one hand, a situation may arise when board members representing the state contribute to the weakening of the production and financial responsibility of the company, seek to impose on it the point of view of the government, which does not always help its successful operation. On the other hand, such a company expects to receive various kinds of privileges. To balance these interests, it is necessary that government representatives participate in the economic activities of the company and bear responsibility for its economic performance.

According to the form of ownership, organizations can be subdivided into private and public (Figure 3.3).

Business entities

The private sector (entrepreneurial activity of citizens without the formation of a legal

business persons and partnerships and societies, cooperatives)

Public sector

(state: federal, subjects of the Federation and municipal enterprises)

General business principles

Rice. 3.3. Typology of enterprises by ownership

State registration as an individual entrepreneur takes place without the formation of a legal entity, but he is a full participant in civil turnover, therefore, legal norms governing the activities of commercial organizations apply to him. An individual entrepreneur can, after paying taxes, dispose of the profit received at his own discretion. For him, a simplified form of taxation system is provided, which consists in the quarterly payment of taxes on the declared

by the sole proprietor income. Personal income of individual entrepreneurs is taxed in the same way as personal income tax.

An individual entrepreneur is the head of a peasant (farm) economy that operates without forming a legal entity.

The state registration of a citizen as an individual entrepreneur loses its force and his activity ceases from the moment:

The court makes a decision to declare an individual entrepreneur insolvent (bankrupt);

Receipt by the registering authority of an application from an entrepreneur to cancel his state registration and as an entrepreneur and a certificate of registration previously issued to him;

Death of a citizen;

Recognition of a citizen as incompetent or partially capable by a court decision (in the absence of the consent of the trustee to engage in entrepreneurial activity).

An individual entrepreneur who is unable to satisfy the claims of creditors related to the implementation of entrepreneurial activity may be declared insolvent (bankrupt) by a court decision.

Commercial organizations are divided into three broad categories: organizations that bring together individual citizens (individuals); organizations uniting capitals and state unitary enterprises (Fig. 3.4). The former include business partnerships and production cooperatives. The Civil Code clearly divides partnerships - associations of persons requiring direct participation of the founders in their activities, companies - capital associations that do not require such participation, but involve the creation of special governing bodies. Business partnerships can exist in two forms: full partnership and limited partnership (limited partnership).

In a full partnership (PT), all of its participants (general partners) are engaged in entrepreneurial activities on behalf of the partnership and bear full financial responsibility for its obligations. Each participant can act on behalf of the partnership, unless a different procedure is established by the memorandum of association. The profits of a full partnership are distributed among the participants, as a rule,

in proportion to their shares in the contributed capital. For the obligations of a full partnership, its participants shall be jointly and severally liable with their property.

A limited partnership, or limited partnership (TV or KT), is a partnership in which, along with general partners, there are also contributing participants (limited partners) who do not take part in the entrepreneurial activities of the partnership and bear limited material liability within the amounts contributed by them deposits. Essentially, TB (CT) is a complicated type of PT.

Business partnerships (HT), like business companies (HO), are commercial organizations with authorized (pooled) capital divided into shares (contributions) of founders (participants). Differences between chemotherapy and chemotherapy are manifested, in relation to their more specific forms, in the ways of their formation and functioning, in the characteristics of their subjects in terms of the degree of material responsibility of these subjects, etc. In the most general form, all these differences can be interpreted in the context of the relationship ...

Commercial organizations, the main activity of which is making a profit (Article 50 of the Civil Code, clause 2)

Business partnerships and companies (Art. 66-68 Civil Code)

Production cooperatives (Article 107-112 of the Civil Code)

State unitary enterprises (Art.

113 GK)

Business partnerships

Business companies

On the right of economic management (Article 114 of the Civil Code)

Full partnership (Art. 69-81 of the Civil Code)

Limited partnership

(Article 82-86 of the Civil Code)

On the right of operational management of a holding company with additional liability (Article 95 of the Civil Code) Subsidiary unitary enterprise on the right of economic management of a Limited Liability Company (Article 8794 of the Civil Code)

/ Closed JSC

Joint Stock Companies (JSC) (Art. 96-104 Civil Code)

Open JSC Subsidiary business company (Article 105 of the Civil Code)

Dependent business company (Article 106 of the Civil Code)

Rice. 3.4. Organizational and legal forms of commercial organizations

A production cooperative (PC) 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 uniting it

members (participants) of property share contributions. The peculiarities of the PrK are the priority of production activities and the personal labor participation of its members, the division of the PrK's property into shares of its members (Fig. 3.5).

Sales (profile - sales of products manufactured by partners, mainly wholesale)

Trade (profile - trade in partners' products, mainly retail)

Rice. 3.5. Types of cooperatives

societies are divided into open and closed (OJSC and CJSC). OJSC participants can alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription to the issued shares and their free sale. In a closed joint-stock company, shares are distributed by private subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian legislation is limited to 50 persons.

A limited liability company (LLC) is a company whose authorized capital is divided into shares of participants who are materially liable only within one hundred

A joint stock company (JSC) is a company whose authorized capital consists of the par value of the company's shares acquired by shareholders, and, accordingly, is divided into this number of shares, and its participants (shareholders) are materially liable within the value of their shares (Fig. 3.6). Joint-stock companies are divided into open and closed (OJSC and CJSC). OJSC participants can alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription to the issued shares and their free sale. In a closed joint-stock company, shares are distributed by private subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian legislation is limited to 50 persons. Shares are securities, evidence of the contribution of a share to the authorized capital, giving the right to vote at the general meeting and the right to receive dividends as part of the profit -? The share price depends on supply and demand on the stock exchange and the "street market"

The controlling stake belongs to one individual or legal entity, allows the holder to control the activities of the JSC

Unpacking shares exchange of shares for other securities initiated by JSC Fig. 3.6. Characteristics of shares

A limited liability company (LLC) is a company, the authorized capital of which is divided into shares of participants who are materially liable only within the value of their contributions. Unlike

partnerships in an LLC, an executive body is created to carry out the day-to-day management of its activities.

An additional liability company (ALC) is essentially a type of LLC. Its features: joint and several subsidiary liability of the participants for the obligations of the ALC with their property in the same multiple for all to the value of their contributions, determined in the constituent documents; division in the event of bankruptcy of one of the ALC participants of his responsibility for the obligations of the company between other participants in proportion to their contributions.

State and municipal unitary enterprises (UP) include enterprises that are not endowed with the ownership right to the property assigned to them by the owner. This property is in state (federal or federal subjects) or municipal property and is indivisible. There are two types of unitary enterprises (Table 3.1):

Table 3.1

Types of unitary enterprises Unitary enterprise Property Creation Enterprise responsibility On the right of economic management In state or municipal ownership By the decision of the authorized state (municipal) body The owner is not liable for the obligations of the enterprise On the right of operational management (federal state enterprise) In state ownership By decision of the Government of the Russian Federation The company is responsible for all its obligations with all property and is not responsible for the obligations of the owner. Subsidiary responsibility for the obligations of a state-owned enterprise is borne by the Government of the Russian Federation 1) based on the right of economic management (they have broader economic independence, in many respects act as ordinary commodity producers, and the owner of the property, as a rule, is not responsible for the obligations of such an enterprise);

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