Organizational and legal form is a form of organization entrepreneurial activity legally secured. It defines liability for obligations, the right to deal on behalf of the enterprise, the management structure and other features. economic activity enterprises. The system of organizational and legal forms reflected in the Civil Code of the Russian Federation, as well as in the regulations arising from it. It includes two forms of entrepreneurship without forming a legal entity, seven types commercial organizations and seven kinds non-profit organizations.

Let us consider in more detail the organizational and legal forms of legal entities that are commercial organizations. Entity - an organization that has separate property in ownership, economic management and operational management, is liable for its obligations with this property and can acquire and exercise property rights and incur obligations on its own behalf.

Commercial called organizations that pursue profit as the main goal of their activities.

Economic partnership is an association of persons directly involved in the activities of the partnership, with the share capital divided into shares of the founders. The founders of a partnership may be members of only one partnership.

Complete a partnership is recognized, the participants of which (general partners) are engaged in entrepreneurial activities on behalf of the partnership. If the property of the partnership is insufficient to pay off its debts, creditors have the right to demand satisfaction of claims from the personal property of any of its participants. Therefore, the activity of the partnership is based on the personal and trusting relationships of all participants, the loss of which entails the termination of the partnership. The profits and losses of the partnership are distributed among its participants in proportion to their shares in the share capital.

Faith partnership (limited partnership) - a kind of full partnership, an intermediate form between a full partnership and a company with limited liability. It consists of two categories of participants:

• general partners carry out entrepreneurial activities on behalf of the partnership and bear full and joint liability for obligations with all their property;
• contributors make contributions to the property of the partnership and bear the risk of losses associated with the activities of the partnership within the limits of the amounts of contributions to the property.

Economical society Unlike a partnership, it is an association of capital. The founders are not required to directly participate in the affairs of the company, members of the company can simultaneously participate in property contributions in several companies.

Limited Liability Company (LLC) - an organization created by agreement between legal entities and citizens by combining their contributions for the purpose of carrying out economic activities. Mandatory personal participation of members in the affairs of the LLC is not required. Members of an LLC are not liable for its obligations and bear the risk of losses associated with the activities of the LLC to the extent of the value of their contributions. The number of participants in an LLC should not exceed 50.

Additional Liability Company (ALC) - a type of LLC, therefore, all general rules LTD. The peculiarity of the ALC is that if the property of this company is insufficient to satisfy the claims of its creditors, the participants in the company can be held liable, and jointly and severally with each other.

Joint Stock Company (JSC) - a commercial organization, the authorized capital of which is divided into a certain number of shares; JSC participants 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. Open Joint Stock Company (OJSC) - a company whose members can alienate their shares without the consent of other members of the company. Such a company has the right to conduct an open subscription for shares issued by it in cases established by the Charter. Closed Joint Stock Company (CJSC) - a company whose shares are distributed only among its founders or other specific circle of persons. CJSC is not entitled to conduct an open subscription for its shares or otherwise offer them to an unlimited number of persons.

Production cooperative (artel) (PC) - a voluntary association of citizens for joint activities, based on their personal labor or other participation and the association of property shares by its members. The profit of the cooperative is distributed among its members in accordance with their labor participation, unless otherwise provided by the charter of the PC.

unitary enterprise - a commercial organization that is not endowed with the right of ownership of the property assigned to it. The property is indivisible and cannot be distributed among contributions (shares, shares), including between employees of the enterprise. It is respectively in state or municipal ownership and is assigned to a unitary enterprise only on a limited property right (economic management or operational management).

unitary enterprise on the right of economic management - an enterprise that is created by decision of a state body or body local government. The property transferred to the unitary enterprise is credited to its balance sheet, and the owner does not have the rights of possession and use in relation to this property.

unitary enterprise on the right of operational management - This is a federal state-owned enterprise, which is created by decision of the Government of the Russian Federation on the basis of property that is in federal ownership. State-owned enterprises are not entitled to dispose of movable and immovable property without special permission from the owner. the Russian Federation is liable for the obligations of the state enterprise.

Citizens in pursuit of the set goal unite in communities and organizations that make it possible for them to rationally use their savings. To implement the planned, it is necessary to organize a legal entity, which, depending on the task, can be of a commercial or non-commercial type.

At the same time, the nature of the legal relationship between the enterprise and the owners can be formed in such a way that the founders lose their rights to their deposits, as they are transferred to the enterprise or they retain the property right to deposits, and the enterprise is not entitled to count on them.

This classification is necessary in order to determine the direction of the business formation.

For example, commercial structures pursue one goal - obtaining material benefits, while non-commercial structures do not have the right to prioritize the receipt of income and distribute it among the participants of the companies.

According to such a classification, the legislator regulates the features of the activity and formation of a particular legal entity.

What form of ownership to choose for LLC and IP - see here:

The legislative framework

All possible legal forms are indicated in the all-Russian classifier adopted and put into effect by Order of the Federal Agency No. 505 of 2012.

In addition, the definition this concept given in Art. 48 of the Civil Code of the Russian Federation. Specific economic forms of legal entities are indicated by:

• Art. 69, 82 of the Civil Code of the Russian Federation - definition of the concept of full and faith-based partnerships;
• Art. 87, 96 of the Civil Code of the Russian Federation - LLC;
• Art. 106.1 of the Civil Code of the Russian Federation - regulation of the work of production cooperative structures;
• Federal Law No. 380 - economic partnership;
• Art. 86.1 of the Civil Code of the Russian Federation - a peasant economy.
• Art. 113 of the Civil Code of the Russian Federation - unitary enterprises.

Article 48. The concept of a legal entity

1. A legal entity is recognized as an organization that has separate property and is liable for its obligations, can acquire and carry out in its own name civil rights and bear civic obligations, be a plaintiff and a defendant in court.
2. A legal entity must be registered in a unified state register legal entities in one of the organizational and legal forms provided for by this Code.
3. To legal entities whose property their founders have rights in rem, include state and municipal unitary enterprises, as well as institutions.
Legal entities in respect of which their participants have corporate rights include corporate organizations (Article 65.1).
4. Legal status The Central Bank of the Russian Federation (Bank of Russia) is determined by the Constitution of the Russian Federation and the law on central bank Russian Federation.

Classification of enterprises with the status of a legal entity

According to the classifier, each legal entity, depending on the definition, belongs to the type:

1. Structures created for commerce and enrichment:

• Partnerships and companies of economic type;
• created by the state or municipality;
• Economic partnership and peasant farming.

1. Not pursuing commercial interests:

• Cooperatives for consumer purposes;
• Societies with religious and public interests;
• Institutions funded by the creator in whole or in part;
• Union of Associations;
• Cossack Society.

Why is this classification needed?

Law societies are classified to determine the following tasks:

• The purpose of the activity, for what purpose the enterprise was formed, for enrichment or for solving other problems of a non-commercial direction;
• The form itself denotes the permissible structures of the enterprise established by law;
• The nature of the legal relationship between the legal entity and the creator - meaning the presence or absence of the rights of the founders to the ownership of the enterprise.

The main features of a legal entity.

Commercial structures and their characteristics

For commerce, the main goal of achievements is considered to be the increase in wealth, among the common types of such enterprises are the following.

Business partnerships

The capital of such organizations is formed by equity investment. These partnerships are divided into full and "on faith". In addition, they are limited liability and joint-stock companies.

At the same time, each company is endowed with certain legal nuances:

• A general partnership is characterized by the unconditional liability of participants with their own property for obligations, these formations are quite risky. you will learn how to create a general partnership and what documents are needed for this;
• In a limited partnership, there are, in addition to general partners, investors who risk losing their contributions if their obligations are not fulfilled. Rights and obligations of participants in a limited partnership.

Important: in Russia, such societies are not very common. In addition to them, there are:

• LLC - in this society there are participants who have made a certain contribution to it, and in case of unfulfilled obligations, they are liable only for this contribution, without losing personal property;
• JSC - has a lot in common with LLC, except for the name of the form of ownership, here the founders own a certain number of shares instead of a share. These structures are closed - the shares are distributed among predetermined persons, public - with the right to public placement of shares.

Production cooperative

It is a voluntarily formed variant of activity to achieve a single production or other goal. Their main nuance is the personal voluntary participation of citizens in the process of activity.

Peasant farming

This association is based on the family ties of the participants, but this is not necessary, creating it for the purpose of performing agricultural work for profit.

Such an economy should have a head who is the unconditional leader. All decisions in the economy are made by the general meeting, and property is also common.

Unitary structures

These enterprises are created to solve problems at the state level, provide the population with scarce food, sew the necessary clothes, and so on. Enterprises are given ownership of certain property, it can be a whole economic complex, but at the same time they have no rights to property.

Since such enterprises are created by the authorities, the right to property remains with the owner. In addition, they must coordinate any production decisions with the creator.

Non-profit formations

They are formed for any purpose other than commercial, it can be solutions to global public issues, religious organizations, charitable foundations.

Important: these enterprises are prohibited from prioritizing commercial activities. They are formed in such areas as the media, training, communities of interest.

Varieties of organizational and legal forms.

Non-profit organizations are:

• Consumer cooperatives - a voluntary association of people and their property for their own security, exists on the basis of share contributions, membership in it can be of several types - with the right to vote and only in cases specified by law;
• Public and religious communities that bring together people for non-profit purposes, with the same worldview or spiritual needs. The participants in this society are completely deprived of the right of ownership of the contributed property, the society has the right to engage in entrepreneurship in order to achieve internal needs;
• Foundations - exist on the basis of voluntary contributions and donations, are formed to address public, social and educational issues. There is no membership at all, they have the right to entrepreneurial activity, including the formation of economic companies to achieve the main goals;
• Associations and unions - created on the basis of membership to resolve professional and socially useful issues, in order to protect their own interests, usually such formations arise as a result of the merger of several legal entities engaged in commerce;
• Cossack communities - for their regulation there is a separate legislative act, are created for the purpose of voluntary service;
• Institutions - created by the owner in order to achieve managerial, cultural or other goals, fully financed by him partially.

Important: the main goals of these enterprises are indicated in the Charter, according to which the organization must strictly follow.

At the same time, an organization of a non-profit type has the right to have as many participants as there are those who wish, and each of them has the right to take part in the management process, since the Charter in most enterprises provides for quite wide range authority for the general meeting.

Doing business without the status of a legal entity

In addition to the formation of a legal entity, it is possible to engage in commerce, having received the status of an individual entrepreneur, which is a full-fledged subject of civil relations. Becoming an entrepreneur is available from the age of majority by registering with government agencies.

The disadvantage, unlike a legal entity, is that an individual entrepreneur is fully liable with all his property in the event of liability to third parties. He can lose everything, up to the property acquired in the status of an individual.

Important: however, there is also a positive factor - access to the conduct of any type of activity without additional creation of Charters and other constituent documents.

In addition to individual entrepreneurs, there are several more ways to do business without forming an enterprise - branches operating as legal entities and representative offices, whose activities are aimed at protecting the interests and rights of the business.

Conclusion

All of the listed types of organizational and legal forms indicate that the legislation has formed an extensive base for the possibility of determining required type business in order to achieve the goal.

Varieties of ownership forms are discussed in this video:

1. LECTURES ON THE TOPIC "ENTERPRISE IN THE MARKET ECONOMY"

2. Organizational and legal forms of enterprises

The system of organizational and legal forms of economic activity used today in Russia, introduced mainly, includes 2 forms of entrepreneurship without forming a legal entity, 7 types of commercial organizations and 7 types of non-profit organizations.

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

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

Legal entities are divided into commercial and non-commercial.

Commercial called organizations that pursue profit as the main goal of their activities. According to the Civil Code of the Russian Federation, these include business partnerships and companies, production cooperatives, state and municipal unitary enterprises, this list is exhaustive.

non-commercial are considered organizations for which profit is not the main goal and does not distribute it among the participants. These include consumer cooperatives, public and religious organizations, non-profit partnerships, foundations, institutions, autonomous non-profit organizations, associations and unions, etc.

Let's take a closer look at commercial organizations.

1. Partnership .

A partnership is an association of persons created to carry out entrepreneurial activities. Partnerships are created when 2 or more partners decide to participate in the organization of an enterprise. An important advantage of the partnership is the possibility of attracting additional capital. In addition, the presence of several owners allows for specialization within the enterprise based on the knowledge and skills of each of the partners.

The disadvantages of this organizational and legal form are:

a) each of the participants bears equal financial responsibility, regardless of the size of his contribution;

b) the actions of one of the partners are binding on all the others, even if they do not agree with these actions.

Partnerships are of 2 types: full and limited.

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

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

A general partnership does not have a charter; it is created and operates on the basis of a constituent agreement signed by all participants. The agreement contains information that is mandatory for any legal entity (name, location, procedure for joint activities of participants in creating a partnership, conditions for transferring property to it and participation in its activities, the procedure for managing its activities, the conditions and procedure for distributing profits and losses between participants, the procedure for exiting participants from its composition), as well as the size and composition of the share capital; the size and procedure for changing the shares of participants in the share capital; the amount, composition, terms and procedure for making deposits; responsibility of participants for violation of obligations to make contributions.

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

General partnership management carried out by common consent of all participants; each participant has, as a rule, one vote (the memorandum of association may provide for a different procedure, as well as the possibility of making decisions by a majority of votes). Each participant has the right to get acquainted with all the documentation of the partnership, and also (unless the contract establishes a different way of doing business) to act on behalf of the partnership.

A participant has the right to withdraw from a partnership established without specifying a term, declaring at least 6 months in advance of his intention; if the partnership is established for a certain period, then refusal to participate in it is allowed only for a good reason. At the same time, it is possible to exclude one of the participants in court by unanimous decision of the other participants. The retired participant, as a rule, is paid the value of a part of the property of the partnership corresponding to his share in the share capital. The shares of the participants are inherited and transferred in the order of succession, but the entry of the heir (successor) into the partnership is carried out only with the consent of the other participants.

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

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

Limited partnership (faith partnership) – differs from the full one in that, along with general partners, it includes contributors (limited partners) who bear the risk of losses in connection with the activities of the partnership within the limits of the amounts of their contributions.

The Civil Code of the Russian Federation introduces a ban on any person being a general partner in more than one limited or full partnership. The memorandum of association is signed by the general partners and contains all the same information as in a general partnership, as well as data on the total amount of contributions of limited partners. Limited partners do not have the right to interfere in any way with the actions of general partners in the management and conduct of business of the partnership, although they can act on behalf of it by proxy.

The sole obligation of the limited partner is to contribute to the share capital. This provides him with the right to receive a part of the profit corresponding to his share in the share capital, as well as to familiarize himself with the annual reports and balance sheets. Limited partners have an almost unlimited right to withdraw from the partnership and receive a share. They may, regardless of the consent of the other participants, transfer their share in the share capital or part of it to another limited partner or a third party, and the participants in the partnership have the pre-emptive right to purchase. In the event of liquidation of the partnership, the limited partners receive their contributions from the property remaining after the satisfaction of the creditors' claims, in the first place (general partners participate in the distribution of only the property remaining after that, in proportion to their shares in the share capital on an equal basis with investors).

2. Society.

There are 3 types of companies: limited liability companies, additional liability companies and joint-stock companies.

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

For societies fixed minimum size property that guarantees the interests of their creditors. If, at the end of the second or any subsequent financial year, the net asset value of the LLC is below authorized capital, the company is obliged to announce the reduction of the latter; if the indicated value becomes less than the minimum determined by law, then the company is subject to liquidation. Thus, the authorized capital forms the lower acceptable limit of the company's net assets, which guarantee the interests of its creditors.

There may be no memorandum of association at all (if the company has one founder), and the charter is mandatory. The authorized capital of an LLC, which consists of the value of the contributions of its participants, must, in accordance with the Law of the Russian Federation "On Limited Liability Companies", be at least 100 times the minimum wage. By the time of registration, the authorized capital must be paid at least half, the remaining part is payable during the first year of the company's operation.

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

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

Formation of executive bodies and early termination of their powers:

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

Election of the Audit Commission;

Reorganization and liquidation of the company.

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

A participant has the right to leave the company at any time, regardless of the consent of other participants. At the same time, he is paid the value of a part of the property corresponding to his share in authorized capital. Shares in the charter capital of an LLC may be transferred by way of inheritance or succession.

The reorganization or liquidation of an LLC is carried out either by a decision of its participants (unanimously), or by a court decision in case of violation by the company of the requirements of the law, or as a result of bankruptcy.

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

joint-stock companies. A joint-stock company is such a company, the authorized capital of which is divided into a certain number of shares, and its participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares.

Open JSC a company is recognized, the participants of which can alienate their shares without the consent of other shareholders. V closed JSC there is no such possibility and the shares are distributed among its founders or other predetermined circle of persons.

The instrument for ensuring property guarantees in relations with JSCs is the authorized capital. It is made up of the nominal value of the shares acquired by the participants, and determines the minimum size of the property of the joint-stock company, which guarantees the interests of its creditors. If at the end of any financial year, starting from the second, the value of the net assets of the JSC turns out to be less than the authorized capital, the latter must be reduced by the appropriate amount. In this case, if the specified value becomes less than the minimum allowable size authorized capital, such a company is subject to liquidation.

A contribution to the property of a joint-stock company may be money, securities, other things or property rights, or other rights having a monetary value. At the same time, in cases provided for by law, the assessment of participants' contributions is subject to independent expert verification. The minimum authorized capital of a JSC is 1,000 times the minimum monthly wage (as of the date of submission of constituent documents for registration).

JSCs can only issue registered shares.

A board of directors (supervisory board) is created in JSCs with more than 50 members. In JSCs with a smaller number, such a body is created at the discretion of the shareholders. The Board of Directors has not only control, but also administrative functions, being supreme body companies during the period between general meetings of shareholders. Its competence includes the solution of all issues of JSC activity, except for those that are referred to the exclusive competence of the general meeting.

3. Production cooperative .

A production cooperative is a voluntary association of citizens on the basis of membership for joint economic activity based on their personal participation and the association of property shares.

The property transferred as shares becomes the property of the cooperative, and part of it can form indivisible funds - after that, the assets can decrease or increase without being reflected in the charter and without notifying creditors. Naturally, such uncertainty (for the latter) is compensated by the subsidiary liability of the members of the cooperative for its obligations, the amount and conditions of which should be established by law and the charter.

Of the features of management in a production cooperative, it is worth noting the principle of voting at the general meeting of participants, which is the highest governing body: each participant has one vote, regardless of any circumstances. The executive bodies are the board or the chairman, or both together; with more than 50 participants, a supervisory board can be created to control the activities of the executive bodies. Issues within the exclusive competence of the general meeting include, in particular, the distribution of profits and losses of the cooperative. Profit is distributed among its members in accordance with their labor participation in the same way as property in the event of its liquidation, remaining after the satisfaction of creditors' claims (this procedure may be changed by law and the charter).

A member of a cooperative may at any time leave it voluntarily; at the same time, it is possible to exclude a participant by a decision of the general meeting. The former participant has the right to receive, after the approval of the annual balance sheet, the value of his share or the property corresponding to the share. The transfer of a share is allowed to third parties only with the consent of the cooperative, and other members of the cooperative have in this case the pre-emptive right to purchase; the organization in case of refusal of other participants from the purchase (with a ban on its sale to third parties) is not obliged to redeem this share itself. Similarly to the procedure established for an LLC, the issue of share inheritance is also resolved. The procedure for foreclosing a share of a participant for his own debts - such foreclosure is allowed only if there is a shortage of other property of this participant, however, it cannot be levied on indivisible funds.

The liquidation of the cooperative is carried out on traditional grounds: the decision of the general meeting or the decision of the court, including due to bankruptcy.

The initial contribution of a cooperative member is set at 10% of its share contribution, the rest is paid in accordance with the charter, and in case of bankruptcy, limited or unlimited additional payments may be required (also in accordance with the charter).

Cooperatives may carry out entrepreneurial activity only insofar as it serves the achievement of the goals for which they were created and corresponds to these goals.

4. State and municipal UE.

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

1) based on the right of economic management (they have broader economic independence, in many respects they act as ordinary commodity producers, and the owner of the property, as a rule, is not liable 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 if their property is insufficient.

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

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

the procedure for managing activities, the subject and goals of activities;
the size of the statutory fund, the procedure and sources of its formation.

The authorized capital of a unitary enterprise is fully paid by the owner before state registration. The size of the authorized capital is not less than 1000 minimum monthly wages as of the date of submission of documents for registration. If the net asset value at the end of the financial year smaller size authorized capital, the authorized body is obliged to reduce the authorized capital, about which the enterprise notifies creditors. A unitary enterprise may create subsidiaries of the UE by transferring a part of the property to them for economic management.

Previous

The legal form (OPF) determines the regulation of emerging issues, the way the property is used and the purpose of doing business. V modern Russia It is possible to create several types of OPF:

• legal entities - commercial organizations (LLC, OJSC, CJSC, partnerships, unitary enterprises, etc.);
• legal entities - non-profit organizations (political parties, social movements, consumer cooperatives, homeowners associations, foundations, etc.);
• business entities without forming a legal entity (IP, mutual funds, farms, etc.).

The most common organizational and legal forms are IP, LLC, CJSC and OJSC. You can find out more about them below.

Limited Liability Company

LLC is the most common organizational and legal form. Both one founder and a team of businessmen can open such an enterprise. The maximum number of participants is 50 people.

There are several advantages of an LLC:

• ease of opening(you do not need to issue shares and then register them with the FFMS. Due to this, expenses are reduced by at least 20 thousand rubles);
• fast(the period from the submission of documents to the opening of the company is 1 week);
• ease of doing business(you do not need to prepare a register of shareholders and submit reports to financial market control authorities).

Please note that information about the participants of the company is contained in the Unified State Register of Legal Entities and is available to third parties. It is also necessary to register any changes in the constituent documents.

Closed Joint Stock Company

A CJSC is a more complex organizational and legal form than an LLC. This is due to the need to maintain a register of shareholders and many additional reporting requirements.

The advantages of a JSC include:

• high privacy(information about participants is not entered in the Unified State Register of Legal Entities);
• ease of changing the list of shareholders(information about them is in the register maintained by the CJSC itself).

This OPF involves the registration of an issue of shares. A third-party registrar may be involved in the reporting.

Public corporation

OJSC is the most common organizational and legal form among large companies. Such companies can attract additional investments by issuing shares. The work of JSC has a large number of formalities. There are also strict legal reporting requirements.

The advantages of JSC include:

• open circulation of shares(there are no restrictions on their transfer to third parties);
• the possibility of placing securities(shares can be sold on Russian and foreign stock exchanges).

duty open joint-stock companies– annual audit by an independent audit organization. Annual reports and balance sheets should be published in mass media.

Individual entrepreneur

IP is not a legal entity. The procedure for registering this OPF is greatly simplified. The advantages of IP are:

• ease of registration(you only need an application to the IFTS);
• minimum liability(the amount of fines is significantly lower than for legal entities).

At the same time, an individual entrepreneur is responsible for the activities with all his own property, including an apartment and a car.

If you have not decided on the organizational and legal form, the company "DONATIV" will prompt a solution to this issue!

In the civil law understanding, organizations are treated as legal entities. Article 48 of the Civil Code provides the main features of this legal structure. The decisive one is property isolation. It is precisely this that is expressed by what is contained in Art. 48 an indication that the legal entity "owns, manages or manages separate property." At the same time, “separate property” means property in its broad sense, including things, rights to things and obligations regarding things. This rule assumes that the property of a legal entity is separated from the property of its founders, and if we are talking about an organization built on the basis of membership, that is, a corporation, from the property of its members. Property isolation finds its concrete expression in the fact that a legal entity, depending on its type, must have either an independent balance sheet (commercial organization) or an independent estimate (non-profit organization).

The second essential feature of a legal entity is its independent property liability. A legal entity is liable for its obligations with its property. Unless otherwise provided by law or constituent documents, neither the founders nor the participants of a legal entity are liable for its debts, and in the same way a legal entity is not liable for the debts of founders (participants).

The third sign of a legal entity is an independent act in civil circulation on its own behalf. It means that a legal entity can, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and a defendant in court. organization management legal form

Finally, the fourth feature is organizational unity. It follows from this that the legal entity has an appropriate stable structure. The performance of a legal entity as a single entity is ensured by the fact that at the head of the relevant entity are bodies endowed with very specific competence, which carry out internal management legal entity and act on its behalf outside. Those who are inside the legal entity - managers, employees, should know what the relevant entity is, what it will do, who manages it and how, what constitutes its property, etc. This is also important for those who enter or only intends to enter into legal relations with this entity.

According to Article 50 of the CG, there are two types of organizations:

• 1. Commercial organizations. Their form of existence:
  • - business partnerships and society;
  • - production cooperatives;
  • - state and municipal unitary enterprises.
• 2. Non-profit organizations. Their form of existence:
  • - consumer cooperatives;
  • - public or religious organizations;
  • - charitable and other foundations;
  • - institutions.

Based on the ratio of the rights of the founders (participants) and the legal entity itself, three models of legal entities can be distinguished.

The essence of the first model is that the founders (participants) with the transfer of the relevant property to the legal entity completely lose their property rights to it. They do not have such rights in relation to the acquired property. Accordingly, the property transferred by the founders (participants) and acquired by the legal entity itself is recognized as belonging to it on the basis of ownership rights. Losing rights in rem, the founder (participant) in return acquires the rights of obligation - the right to claim against a legal entity. It implies, in particular, the rights belonging to a member of the organization: to participate in its management, receive dividends, etc.

This model is used to build business partnerships and business companies, as well as production and consumer cooperatives, that is, legal entities - corporations.

The second model differs in that the founder, transferring the relevant property to the legal entity for possession, use and disposal, continues to be its owner. The founder is recognized as the owner of everything that the legal entity acquires in the future in the course of its activities. Thus, the founder-owner and the legal entity itself, to which the property belongs on the basis of the right of economic management or operational management derived from ownership, have the rights to the same property. This applies to state and municipal unitary enterprises, as well as institutions funded by the owners, in particular, in cases where the Russian Federation, a constituent entity of the Federation or a municipality acts as the owner (meaning ministries, departments, schools, institutes, hospitals, etc.). P.).

The third model assumes that a legal entity becomes the owner of all property belonging to it. At the same time, unlike the first and second models, in this case, the founders (participants) do not have any property rights in relation to the legal entity - neither liability nor property rights. Such legal entities include public and religious organizations (associations), charitable and other foundations, associations of legal entities (associations and unions).

The difference between these three models is clearly manifested, in particular, at the time of liquidation of a legal entity. Participants in a legal entity built according to the first model have the right to claim a part of the remaining property, which corresponds to their share (half, quarter, etc.). The founder of a legal entity built according to the second model receives everything that is left after settlements with creditors. Under the third model, the founders (participants) do not acquire any rights to the remaining property at all.

Business partnerships and companies are the most common form of collective entrepreneurial activity, within which production, trade, intermediary, credit and financial, insurance and other organizations can operate. The Civil Code defines the possibility of the existence of the following types of partnerships and companies:

• - full partnership;
• - partnership on faith;
• - limited liability company;
• - open and closed joint-stock company;
• - subsidiary and dependent company.

Partnerships and societies have many common features. All of them are commercial organizations that set the main task of making a profit and distributing it among the participants. Companies and partnerships are formed under the agreement of their founders (first participants), that is, on a voluntary basis. The participants in these organizations themselves determine the structure of the legal entities they create and control their activities in accordance with the procedure established by law.

The differences between companies and partnerships lie in the fact that partnerships are considered as an association of persons, and companies - as an association of capital. Association of persons other than property deposits, implies their personal participation in the affairs of the partnership. And since we are talking about participation in entrepreneurial activity, its participant must have the status of either a commercial organization or an individual entrepreneur. Consequently, an entrepreneur can be a member of only one partnership, and the partnership itself can only consist of entrepreneurs (that is, it cannot include non-profit organizations or citizens who are not engaged in entrepreneurial activities).

In contrast to this, companies, as associations of capital, do not imply (although they do not exclude) the personal participation of the founders (participants) in their affairs, and therefore allow:

• - simultaneous participation in several companies, including those of a homogeneous nature (which reduces the risk of property losses);
• - participation in them of any persons, and not just professional entrepreneurs.

In addition, participants in partnerships bear unlimited liability for their debts with all their property (with the exception of investors in a limited partnership), while in companies, participants are not liable for their debts at all, but only bear the risk of losses (loss of contributions made), except for participants in companies. with additional responsibility. Since it is impossible to guarantee the same property twice for the debts of several independent organizations, such liability also testifies in favor of the impossibility of the simultaneous participation of the entrepreneur in more than one partnership.

A general partnership is a commercial organization, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities and bear full responsibility for all their property. The activities of general partnerships are characterized by two features:

• - the entrepreneurial activity of its participants is considered to be the activity of the partnership itself;
• - when concluding a transaction on behalf of the partnership by one participant, property liability (in the event of a lack of partnership property) may be borne by the other participant with his personal property.

A limited partnership, or limited partnership, is distinguished by the fact that it consists of two groups of participants. Some of them carry out entrepreneurial activities on behalf of the partnership and at the same time bear additional unlimited liability with their personal property for its debts, that is, in fact, they are full partners and, as it were, constitute a full partnership within a limited partnership. Other participants (contributors, limited partners) make contributions to the property of the partnership, but do not answer with their personal property for its obligations. Since their contributions become the property of the partnership, they only bear the risk of losing them and therefore do not take as much risk as fully liable partners. Therefore, limited partners are suspended from doing business as limited partners. Retaining primarily the right to receive income from their contributions, as well as to information about the activities of the partnership, they are forced to fully trust the participants with full responsibility in regard to the use of property. Hence the traditional Russian name Limiteds are a partnership based on faith.

A limited liability company (LLC) is a type of capital association that does not require the personal participation of its members in the affairs of the company. The characteristic features of this commercial organization are the division of its authorized capital into shares of participants and the absence of liability of the latter for the company's debts. The property of the company, including the authorized capital, belongs to it by the right of ownership as a legal entity and does not form an object of shared ownership of the participants. Participants are not liable for the debts of the company, but only bear the risk of losses (loss of deposits). Society can be created by one person. Total number LLC members must not exceed 50.

An additional liability company (ALC) is a type of LLC. Distinctive feature The ALC is that if the property of such a company is insufficient to satisfy the claims of its creditors, the participants in the company with additional liability can be held liable for the debts of the company with their personal property, and in joint and several order. However, the amount of this liability is limited: it does not concern all of their personal property, as in a general partnership, but only part of it - the same multiple for all of the amount of contributions made (for example, three times, five times, etc.). Thus, this company occupies, as it were, an intermediate position between partnerships with their unlimited liability of participants and companies that generally exclude such liability.

A joint stock company (JSC) is a commercial organization, the authorized capital of which is divided into a certain number of shares, each of which is represented by a security-share. Owners of shares - shareholders - are not liable for the obligations of the company, but only bear the risk of losses - the loss of the value of their shares.

Registration of shareholder rights by shares ( securities) means that the transfer of these rights to other persons is possible only through the transfer of shares. Therefore, when leaving a joint-stock company, its participant cannot demand from the company itself any payments or extraditions due to its share. After all, this exit can be carried out in only one way - by selling, assigning or otherwise transferring your shares (or a share) to another person. Consequently, a joint-stock company, unlike a limited liability company, is guaranteed against a decrease in its property when its participants leave it. Other differences between these companies are associated with a more complex management structure in a joint-stock company. These differences are caused by attempts to prevent abuses, for which this organizational and legal form of entrepreneurship provides great opportunities. The fact is that the leaders of such a society, in the presence of huge number small shareholders, who, as a rule, are incompetent in entrepreneurial activity and are only interested in receiving dividends, acquire, in fact, uncontrolled possibilities for using the company's capital. This explains the emergence of rules on the public conduct of affairs of a joint-stock company, on the need to form in it a permanent controlling body of shareholders - a supervisory board, etc.

It must be borne in mind that a joint-stock company as a form of capital pooling is designed for big business and is not commonly used by small companies. Therefore, a joint-stock company is not limited by the number of participants.

Joint-stock companies are divided into open (OJSC) and closed (CJSC). An open joint stock company distributes its shares among an indefinite circle of persons, and therefore only it has the right to conduct an open subscription for its shares and their free sale. Its shareholders freely alienate their shares, which makes the membership of such a company variable. OJSCs are obliged to conduct business in public, that is, to publish annually for general information the annual report, balance sheet, profit and loss account.

In contrast, a closed joint-stock company distributes its shares only among the founders or other predetermined circle of persons, that is, it is characterized by a constant composition of participants. Therefore, it is deprived of the right to conduct an open subscription for its shares or offer them for purchase to other persons in any other way. Participants in such a company enjoy the right of first refusal to purchase shares sold by other shareholders, which is designed to preserve their pre-limited composition. Therefore, the number of participants in a closed joint stock company should not exceed limit value, which is established by the law on joint-stock companies.

The supreme body of a joint-stock company is the general meeting of its shareholders. It has exclusive competence, which cannot be transferred to other bodies of the company even by decision of the general meeting. It includes: changing the charter of the company, including changing the size of its authorized capital, the election of the supervisory board (board of directors), the audit commission (auditor) and the executive bodies of the company (unless the latter issue is within the exclusive competence of the supervisory board), as well as the approval of annual reports and balance sheets of the company, the distribution of its profits and losses and the decision on the issue of reorganization or liquidation of the company. In large joint-stock companies with more than 50 shareholders, a supervisory board must be created, which is a permanent collective body that expresses the interests of shareholders and controls the activities of the executive bodies of the company. In cases of its creation, the exclusive competence of this body is determined, which also under no circumstances can be transferred to the executive bodies. In particular, it may include consent to the company's major transactions equivalent to a significant part of the value of the company's charter capital, as well as the appointment and recall of the company's executive bodies.

The audit commission of the company, which in small companies can be replaced by an auditor, is created only from among the shareholders, but is not a management body of the company. Its powers to control the financial documentation of the company and the procedure for their implementation are determined by the law on joint-stock companies and the charters of specific companies.

The executive body of the company (directorate, board) has "residual" competence, that is, it decides all issues of the company's activities that are not within the competence of the general meeting or the supervisory board. The Civil Code allows the transfer of powers of the executive body not to elected shareholders, but to a management company or a manager ( individual entrepreneur). Another economic company or partnership or production cooperative may act as a management company. Such a situation is possible by decision of the general meeting, in accordance with which management company(or individual manager) concludes a special agreement providing for mutual rights and obligations, as well as responsibility for their non-compliance

The method of control over the activities of the executive bodies of the company is also an independent auditing. Such an audit may be carried out at any time at the request of shareholders whose aggregate share in the authorized capital of the company is at least 10%. An external audit is also obligatory for open joint-stock companies that are obliged to conduct business publicly, because here it serves as an additional confirmation of the correctness of the published documents of the company.

A subsidiary economic company does not constitute a special organizational and legal form. In this capacity, any economic company can act - joint-stock, with limited or additional liability. The peculiarities of the position of subsidiaries are related to their relationship with "parent" (controlling) companies or partnerships and the possible emergence of liability of controlling companies for the debts of subsidiaries.

A company may be recognized as a subsidiary if at least one of the following three conditions is met:

• - prevailing in comparison with other participants of participation in its authorized capital of another company or partnership;
• - an agreement between the company and another company or partnership on managing the affairs of the first;
• - another opportunity for one company or partnership to determine decisions made by another company. Thus, the presence of the status of a subsidiary does not depend on strictly formal criteria and can be proved, for example, in court in order to use the appropriate legal consequences.

The main consequences of recognizing a company as a subsidiary are related to the emergence of liability to its creditors on the part of the controlling ("parent") company, which is responsible, however, not for all transactions made by the subsidiary, but only in two cases:

• - when concluding a transaction at the direction of the controlling company;
• - in case of bankruptcy of a subsidiary and it is proved that this bankruptcy was caused by the execution of the instructions of the controlling company.

The subsidiary company itself is not liable for the debts of the main (controlling) company or partnership.

The main ("parent") and subsidiary (or subsidiaries) companies constitute a system of interconnected companies, which received the name "holding" in American law, and "concern" in German law. However, neither the holding nor the concern itself is a legal entity.

Dependent companies are also not a special organizational and legal form of commercial organizations. Various business companies act in this capacity. It's about about the possibility of one society to significantly influence the decision-making of another society, and that, in turn, to have a similar (non-determining) influence on the decision-making of the first society. Such a possibility is based on their mutual participation in each other's capital, which, however, does not reach the degree of a "controlling stake", that is, it does not allow one to speak of such relationships as relations between subsidiaries and "parent" companies.

In accordance with paragraph 1 of Art. 106 of the Civil Code, a company is recognized as dependent, in the authorized capital of which another company has more than 20% participation (voting shares or shares in the capital of a limited liability company). Dependent companies often mutually participate in each other's capital. At the same time, the shares of their participation can be the same, which excludes the possibility of unilateral influence of one company on the affairs of another.

A production cooperative is an association of citizens who are not entrepreneurs, which was created by them for joint economic activity on the basis of personal labor participation and the association of certain property contributions (shares). Members of the cooperative bear additional responsibility for its debts with their personal property within the limits established by law and the charter of the cooperative.

A non-owner commercial organization is recognized as a unitary enterprise. Such a special organizational and legal form is reserved only for state and municipal property. Since December 8, 1994, the right to create non-owner commercial organizations (that is, "enterprises") has been reserved only for state and municipal entities. Organizations of this kind are declared "unitary" by law, which implies the indivisibility of their property into any contributions, shares or shares, including its employees, since it is wholly owned by the owner-founder. Unitary enterprises can act in two forms - based on the right of economic management and the right of operational management, or state-owned. A unitary enterprise is not liable for the obligations of its founder-owner. The latter, however, is not liable with its property for the debts of a unitary enterprise based on the right of economic management, but may be held additionally liable for the debts of an enterprise based on the right of operational management ("state").

Institutions are the only type of non-profit organization that is not the owner of its property. The institutions include a wide variety of non-profit organizations: state and municipal government, institutions of education and enlightenment, culture and sports, social protection etc.

Being a non-owner, the institution has a very limited right of operational management of the property transferred to it by the owner. It does not imply the participation of such an organization in business relations, with the exception of certain cases provided for by its constituent documents. But with a lack of institutions Money for settlements with creditors, the latter have the right to present claims against the owner-founder, who in this case is fully liable for the debts of his institution. Given this circumstance, the law does not provide for the possibility of bankruptcy of institutions.

The main source of property of the institution is the funds received by it according to the estimate from the owner. The owner can finance his institution and partially, giving him the opportunity to receive additional income from the entrepreneurial activity permitted by the owner.