When entrepreneurs choose the organizational and legal form of their enterprise, they most often create an LLC or register as an individual entrepreneur. But there are other options. How to choose in 2018 the required form for a new organization.

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What is meant by the organizational and legal form of a legal entity?

To a person who rarely encounters legal terminology, the expression “organizational and legal form of an enterprise” may seem cumbersome and awkward. This expression, he will think, refers to large enterprises that have some kind of special status. But we can talk about an ordinary LLC. So what is it?

The organizational and legal form of an enterprise is the legal foundation entrepreneurial activity. This is a system that:

• determines who and how will lead the organization;
• establishes limits of liability;
• predetermines the rules for transactions and other aspects economic activity.

For example, in an LLC or JSC the business is managed by a general meeting of owners. Resolves management issues CEO– within the scope of powers defined in the law and charter. In particular, the meeting must agree to certain transactions. And in a simple partnership, each of the participants in the organization has the right to conduct business, unless otherwise agreed upon during its creation.

• commercial and non-commercial - according to the purpose of creation ();
• unitary and corporate - according to the method of management ().

Before registering a company, the founders decide why they are creating it - to make a profit or for other purposes. If the choice is in favor of the financial component, then the organization will be classified as commercial. And if the main purpose of the activity is not to make a profit, then the choice must be made from the list of non-commercial forms.

What types of organizational and legal forms of enterprises are identified in the law?

Let's look at what organizational and legal forms the law divides organizations into.

What organizational forms are considered non-profit?

1. Consumer cooperative. This is a voluntary association of people and their property to implement joint projects. They occur quite often: for example, these are GSK, ZHSK, OVS.
2. Public and religious organizations. They are an association of citizens with the aim of satisfying spiritual or other needs not related to financial side life (political, for example).
3. Funds. Such an organization exists on voluntary contributions from citizens and legal entities and has no membership. They are created to achieve socially beneficial goals: educational, charitable, cultural and others.
4. Real estate owners association. TSN is based on the association of owners of apartments, dachas, land plots, other real estate, which TSN members share.
5. Associations (unions). They are created to achieve the common goals of citizens or legal entities.
6. Institutions. The owner chooses this form to implement non-commercial functions, and he also finances the organization. Moreover, the institution is the only type non-profit organizations holding property with the right of operational management.
7. There are other, less common organizational and legal forms of enterprises: for example, Cossack societies or small communities of indigenous peoples of the Russian Federation.

Organizational and legal forms of commercial enterprises: what is it?

Commercial forms:

1. Economic partnerships. There are both general and faith-based partnerships. They differ in the degree of responsibility of the participants. The form is not too popular.
2. Production cooperatives. This is a voluntary association of citizens based on membership and shares.
3. Business partnerships. Their work is regulated separately. A very rare form.
4. Peasant farming. An enterprise that has such an organizational and legal form is an association of citizens for farming. Based on their personal participation in the business and property contributions.
5. Economic societies. This is the most popular option for commercial organizations. Presented in the form of limited liability companies (LLC) and joint stock companies (JSC).

If a citizen wants to engage in commercial activities, but without forming a legal entity, he has the right to register an individual entrepreneur. This is another popular form of doing business. In the All-Russian Classifier of Organizational and Legal Forms (OKOP), individual entrepreneurs have their own number - 50102.

What you need to know about LLC

For enterprises in Russia, LLC is the most common organizational and legal form. Such companies:

• belong to business companies,
• conduct commercial activities,
• bring profit.

The capital of the LLC is formed by the contributions of the participants, divided into shares. This form of business organization is suitable for entrepreneurs who, for one reason or another, are not satisfied with the status of an individual entrepreneur. An LLC can be created quickly. This form requires less financial costs for maintenance than AO.

What are the main features of JSC

JSC is the second most popular organizational and legal form legal entity. The capital of the organization is divided into a certain number of shares. JSCs are divided into public (PJSC) and non-public (NAO). The main difference between them is that in PJSC shares can be freely alienated, in accordance with securities legislation.

What are the pros and cons of IP

The main advantages of individual entrepreneur status:

1. Quick registration.
2. Low state duty.
3. Fewer fines compared to legal entities.

The main disadvantage of the individual entrepreneur status is that the entrepreneur is liable for obligations with all his property.

How to choose an enterprise form for your business

Before choosing a legal form for your enterprise, the manager must answer the following questions:

1. How will the company be financed - will it require an investor?
2. Are there any plans to hire employees?
3. What is the expected monthly and annual turnover from the business?
4. Which payment is preferable - cash or non-cash?
5. Is it possible to sell the business?

When it comes to the most common types of business, entrepreneurs most often choose between individual entrepreneur and LLC status:

1. Registering an individual entrepreneur is faster and easier, and the fines are much lower. But the citizen will have to answer with all his property.
2. LLCs are convenient for those who open a joint business. The authorized capital is divided into shares, which depend on the size of the participants’ contributions. The LLC is not liable for the obligations of the founders, and the founders are not liable for the obligations of the LLC (except for cases of subsidiary liability, which are provided for by law - for example, in case of bankruptcy). But you will have to pay maximum fines, and maintaining an LLC requires money.

The type of business organization you choose depends on:

• financial expenses,
• amount of liability,
• limits of powers of governing bodies and much more.

1.1.2. The relationship between management and management

1.2. Functions and principles of management

1.2.1. Management functions

1.2.2. Management principles

1.3. Management in the system of concepts of a market economy

1.3.1. The essence of the system of concepts of a market economy

1.3.2. Management systems based on anticipating market changes

Priorities of the professional development system for managers

2. History of development and foreign experience of management

2.1. Historical background of management

2.1.1. Prerequisites for the emergence of management

2.1.2. Conditions for the formation of a systematic approach to management

2.2. Scientific schools of management

2.3. Features of Russian management

2.3.1. Conditions for the formation and development of Russian management

2.3.2. Domestic priorities in management

3. Methodological foundations of management

3.1.General theory and methodology of management

3.1.1. Economic methods

3.1.2. Administrative methods

3.1.3. Social-psychological methods

3.2. Objects of management activities

3.2.1. Types of objects of management activities

3.2.2. Innovation as an object of management

3.2.3. Information Management

3.3. Innovation Management

3.3.1. The importance of effective innovation management

3.3.2. Innovation policy of the enterprise

3.3.3. Types of innovation

3.4. Management and Entrepreneurship

3.4.1. Entrepreneurship as a management function

3.4.2. Main goals and functions of entrepreneurship

2. Declaration of manager functions.

II. Organisation management

4.Organizational, legal and economic foundations of organization management

4.1. Concept and essence of the organization

4.1.1. Concept and life cycle of an organization

4.1.2. Essence and characteristics of the organization

4.2. Internal and external environment of the organization

4.2.1. Internal environment of the organization

4.2.2. External environment of the organization

4.3. Main types of organizational structures

4.3.1. Linear and functional management structures

4.3.2. Complex functional and matrix structures

4.3.3. Network and ring management structures

4.4.Organizational and legal forms of business in Russia

4.4.1. Historical and modern forms of ownership

Organizational and legal forms of legal entities

4.4.2. Organizational and legal forms of legal entities

4.4.3. Forms of ownership as institutional units

Types of associations

5. Organizational processes

5.1.Communications in management

5.1.1. General concept of communications

5.1.2. Communication process

5.1.3. Communication styles

Nonverbal communication

5.2. Management decision making

5.2.1. General concept

5.2.2. Decision Models

5.2.3. Management decision making process

5.3. Conflict Management

5.3.1. Conflict Management Process

5.3.2. Conflict resolution methods

5.3.3. Common mistakes when resolving conflicts

1. Attempts to resolve the conflict without finding out its true causes, i.e. Without diagnostics.

2. Premature “freezing” of the conflict.

3. The subject of the conflict and opponents are incorrectly defined.

4. Delay in taking action.

6. Poor choice of intermediary.

8. Passivity of opponents.

10. Lack of work with stereotypes.

11. Generalization of the conflict (there were no measures to limit it or localize it).

12. Errors in the contract.

6.Organizational culture and corporate brand

6.1.Essence and elements of organizational culture

6.1.1. Concept and structure of organizational culture

6.1.2. Contents of organizational culture

6.2.Main types of organizational cultures

6.2.1. Universal characteristics and types of organizational cultures

6.2.2. National differences in cultures

National differences in cultures

6.3. Formation of a corporate brand

6.3.1. Concept and content of a corporate brand

6.3.2. Standard brand promotion program

Vision of the stages of brand building by leading experts

Stage 1. Defining the goal.

Stage 2. Project planning.

Stage 3. Analysis of the real state of the brand (i.e., ideas about it in the minds of the target segment).

Stage 4. Analysis of compliance of the actual state of the brand with the desired one.

Stage 5. Competitor analysis.

Stage 6. Development of a brand development strategy.

Stage 7. Execution of the strategy. Integrated marketing communications. Organizational changes in the company.

Stage 8. Brand monitoring.

6.3.3. Brand features in telecommunications

6.4.Brand promotion management

6.4.1. Channels and methods of brand promotion

6.4.2. Preventing dissonance in the brand promotion process

1. Resource management.

2. Marketing management.

III. Personal management and power

7. Personality model of a modern manager

7.1. Social norms of behavior and business ethics

7.1.1. Ethics of modern business

7.1.2. Organization and conduct of negotiations

7.1.3. Business interior

7.2. Formation of a manager’s personal image

7.2.1. Filling out your personal image

7.2.2. Features of a constructive behavioral strategy

7.3. Personal development and increase in human capital

7.3.1. Human capital in the personality development system

7.3.2. Human capital structure

8. Human resource management

8.1. Basic theories of motivation and their application in Russian organizations.

8.1.1. Motivation model and motivational incentives

8.1.2. Content theories of motivation

Pyramid of needs a. Maslow

Activity characteristics

Determination of labor motivation in modern works of Russian scientists

8.2. Economic and non-economic methods of motivation

8.2.1. Economic incentives

8. 2.2. Non-economic methods of motivation

8.3. Concept and types of work collectives

8.3.1. The concept and formalization of the labor collective

8.3.2. Informal groups (groups)

8.4. Formation of an effective workforce

8.4.1. Formation of a team and relationships within it

8.4.2. Team building program

1. Lapping in

2. “Palace” coup

3. Effectiveness

9. Power and leadership

9.1.1. Power and influence. General concept.

9.2. Basics of Leadership Concepts

9.2.1. Nature and definition of leadership

9.2.2. Contents of the concept of leadership in organization management

9.3. Personal management styles

9.3.1. One-Dimensional Management Styles

9.3.2. Multidimensional management styles

9.4. Manager's performance

9.4.1. Efficiency and productivity of managerial work

9.4.2. Economic efficiency of managerial labor

9.4.3. Assessing the manager's contribution to management effectiveness

1. Recruitment.

2. Organization of work with subordinates and employees.

2.1. Consultations with subordinates.

2.2. Responsibility and delegation of authority.

Literature

Organizational and legal forms of legal entities

Legal entities
Commercial organizations	Non-profit organizations
Business partnerships and societies	Consumer cooperatives
General partnerships
Partnerships of Faith
Limited Liability Companies	Public and religious organizations
Companies with additional liability
Open and closed joint stock companies
Subsidiaries and dependent companies
Producer cooperatives	Institutions
State and municipal, unitary enterprises
Enterprises based on the right of operational management	Associations of legal entities (associations and unions)
Enterprises based on the right of economic management

4.4.2. Organizational and legal forms of legal entities

Some features of specific organizational and legal forms of organizations, their formation, functioning and management are as follows.

General partnership – This is a partnership whose participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them.

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

A general partnership is created and operates on the basis of a constituent agreement, which is signed by all its participants. The constituent agreement of a general partnership must contain: the name of the partnership; its location; procedure for managing activities; terms of size and composition share capital partnerships; on the size and procedure for changing the shares of each participant in the share capital; on the size, composition and procedure for making contributions; on the responsibility of participants for violation of obligations to make contributions.

Management of the activities of a general partnership is carried out by general agreement of all participants. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants. Each participant in a general partnership has one vote, unless the constituent agreement provides for a different procedure for determining the number of votes of its participants.

Each participant in a general partnership has the right to act on behalf of the partnership, unless the constituent agreement stipulates that all its participants conduct business jointly or that the conduct of business is entrusted individual participants. When conducting the affairs of a partnership jointly by its participants, the consent of all participants of the partnership is required for each transaction.

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

The position of general partners participating in a limited partnership and their responsibility for the obligations of the partnership are determined by the rules of this Code on participants in a general partnership. A person can be a general partner in only one limited partnership. If the business name of a limited partnership includes the name of an investor, such investor becomes a general partner.

A limited partnership is created and operates on the basis of a memorandum of association. The memorandum of association is signed by all general partners. The constituent agreement of a limited partnership must contain: the name of the partnership; its location; procedure for managing activities; conditions on the size and composition of the partnership's share capital; on the size and procedure for changing the shares of each of the general partners in the share capital; on the size, composition, timing and procedure for making deposits, their responsibility for violation of obligations to make deposits; on the total amount of deposits made by investors.

The management of the limited partnership is carried out by the general partners. The procedure for managing and conducting the affairs of such a partnership by its general partners is established by them according to the rules of the Civil Code of the Russian Federation on general partnerships. Investors do not have the right to participate in the management and conduct of the affairs of the partnership, or act on its behalf except by proxy. They do not have the right to challenge the actions of their general partners in managing and conducting the affairs of the partnership.

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

Participants of the company who have not made full contributions bear joint liability for its obligations to the extent of the value of the unpaid part of the contribution of each participant.

The constituent documents of the company are the constituent agreement signed by its founders and the charter approved by them. If a company is founded by one person, its constituent document is the charter.

The constituent documents of the company must contain: the name of the company; its location; procedure for managing activities; conditions on the amount of the company’s authorized capital; on the size of shares of each participant; on the size, composition, terms and procedure for making deposits, on the responsibility of participants for violation of obligations to make deposits; on the composition and competence of the company’s management bodies and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes.

The supreme body of the company is the general meeting of its participants. An executive body is created in the company, which carries out the current management of its activities and is accountable to the general meeting.

The exclusive competence of the general meeting of company participants includes:

changing the charter and the size of its authorized capital;

formation of executive bodies of the company and early termination of their powers;

approval of annual reports and balance sheets of the company and distribution of its profits and losses;

decision on reorganization or liquidation of the company;

election of the audit commission (auditor) of the company.

Issues falling within the exclusive competence of the general meeting of company participants cannot be transferred to them for decision by the executive body of the company.

To check and confirm the accuracy of the company's annual financial statements, it has the right to annually engage a professional auditor who is not connected by property interests with the company or its participants (external audit).

Additional liability company – This is a company established by one or several persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. The participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same amount for everyone, a multiple of the value of their contributions, determined by the constituent documents of the company. In the event of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the remaining participants in proportion to their contributions, unless a different procedure for the distribution of liability is provided for by the documents of the company.

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

Shareholders who have not fully paid for the shares bear joint liability for the obligations of the joint stock company to the extent of the unpaid portion of the value of the shares they own.

The corporate name of the company must contain its name and an indication that the company is a joint-stock company.

A joint stock company, the participants of which can alienate the shares they own without the consent of other shareholders, is recognized as an open joint stock company. Such a company has the right to conduct an open subscription for the shares it issues and their free sale under the conditions established by law and other legal acts.

Open Joint-Stock Company is obliged to annually publish for public information the annual report, balance sheet, profit and loss account.

A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons is considered closed. It does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons. Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company. The number of participants in a closed joint-stock company must not exceed the number established by the law on joint-stock companies, otherwise it is subject to transformation into an open joint-stock company within a year, and after this period – liquidation in court.

The founders of a joint stock company enter into an agreement between themselves that determines the procedure for their joint activities to create the company, the size of the authorized capital, the categories of shares issued and the procedure for their placement, as well as other conditions provided for by the law on joint stock companies.

The constituent document of a joint stock company is its charter, approved by the founders. The charter of a joint stock company must contain: the name of the company, its location; procedure for managing activities; conditions on the categories of shares issued by the company, their par value and quantity, and the amount of the company's authorized capital; on the rights of shareholders; on the composition and competence of the company’s management bodies and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes. The charter of a joint stock company must also contain other information provided for by the law on joint stock companies.

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

An open subscription for shares of a joint stock company is not allowed until the authorized capital is paid in full. When establishing a joint stock company, all its shares must be distributed among the founders.

The supreme governing body of a joint stock company is the general meeting of its shareholders.

The exclusive competence of the general meeting of shareholders includes:

changing the charter of the company, including changing the size of its authorized capital;

election of members of the board of directors (supervisory board) and the audit commission (auditor) of the company and early termination of their powers;

formation of the executive bodies of the company and early termination of their powers, if the company’s charter does not include the resolution of these issues within the competence of the board of directors;

approval of annual reports, balance sheets, profit and loss accounts of the company and distribution of its profits and losses;

decision on reorganization or liquidation of the company.

In a company with more than fifty shareholders, a board of directors (supervisory board) is created. If it is created, the charter of the company must define its exclusive competence.

The executive body of the company can be collegial (board, directorate) and (or) sole (director, general director). He carries out the current management of the company's activities and is accountable to the board of directors (supervisory board) and the general meeting of shareholders. The competence of the executive body of the company includes the resolution of all issues that do not constitute the exclusive competence of other management bodies of the company, as determined by law or the charter of the company.

By decision of the general meeting of shareholders, the powers of the executive body of the company may be transferred under an agreement to another commercial organization or to an individual entrepreneur (manager).

The competence of the management bodies of a joint-stock company, as well as the procedure for making decisions and speaking on behalf of the company, are determined by the law on joint-stock companies and the charter of the company.

At the request of shareholders whose total share in the authorized capital is ten percent or more, an audit of the company's activities must be carried out at all times.

Subsidiaries and dependent companies . A business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of a predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions made by such company.

The subsidiary is not liable for the debts of the parent company (partnership).

The parent company (partnership), which has the right to give instructions to its subsidiary, including under an agreement with it, is liable jointly and severally with the subsidiary for transactions concluded by the latter in pursuance of such instructions.

A business company is recognized as dependent if another (predominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the authorized capital of a limited liability company.

Production cooperative (artel) – this is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural or other products, work, trade, consumer services, provision of other services), based on their personal labor and other participation and association its members (participants) of property shares. Law and constituent documents production cooperative participation of legal entities in its activities may be provided. A production cooperative is a commercial organization.

The founding document of a cooperative is its charter, approved by the general meeting of its members.

The charter of the cooperative must contain: its name, its location, the procedure for managing its activities, conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and their liability for violation of obligations to make share contributions; on the nature and procedure for the labor participation of its members in the activities of the cooperative and their responsibility for violating the obligation of personal labor participation; on the procedure for distributing profits and losses of the cooperative; on the amount and conditions of subsidiary liability of its members for the debts of the cooperative; on the composition and competence of the management bodies of the cooperative and the procedure for their decision-making.

The number of members of the cooperative should not be less than five.

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

In a cooperative with more than fifty members, a supervisory board may be created, which exercises control over the activities of the executive bodies of the cooperative.

The executive bodies of the cooperative are the board and (or) its chairman. They carry out the ongoing management of the activities of the cooperative and are accountable to the supervisory board and the general meeting of members of the cooperative.

Only members of the cooperative can be members of the supervisory board and board of the cooperative, as well as the chairman of the cooperative. A member of a cooperative cannot simultaneously be a member of the supervisory board and a member of the board or chairman of the cooperative.

The competence of the management bodies of the cooperative and the procedure for their decision-making are determined by law and the charter of the cooperative.

The exclusive competence of the general meeting of members of the cooperative includes:

amendment of the charter;

the formation of a supervisory board and termination of the powers of its members, as well as the formation and termination of powers of the executive bodies of the cooperative, if this right according to the charter is not transferred to its supervisory board;

admission and exclusion of cooperative members;

approval of annual reports and balance sheets of the cooperative and distribution of its profits and losses;

decision on reorganization and liquidation of the cooperative.

The law on production cooperatives and the charter of the cooperative may also include the resolution of other issues within the exclusive competence of the general meeting.

Issues falling within the exclusive competence of the general meeting or supervisory board of the cooperative cannot be transferred by them to the decision of the executive bodies of the cooperative.

State and municipal unitary enterprises. A unitary enterprise is a commercial organization that is not vested with the right of ownership to the property assigned to it by the owner, which is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.

The charter of a unitary enterprise must contain: the name of the enterprise, its location, the procedure for managing activities, information about the subject and goals of the enterprise, as well as the size of the authorized capital of the enterprise, the procedure and sources of its formation, with the exception of state-owned enterprises.

The property of a state or municipal “unitary enterprise” is respectively in state or municipal ownership and belongs to such an enterprise with the right of economic management or operational management.

The body of a unitary enterprise is the manager, who is appointed by the owner or a body authorized by him and is accountable to him.

A unitary enterprise is liable for its obligations with all its property and is not liable for the obligations of the owner of its property.

A unitary enterprise based on the right of economic management is created by decision of an authorized state body or local government body.

The constituent document of such an enterprise is its charter, approved by an authorized state body or local government body.

The owner of the property of this enterprise is not responsible for the obligations of the enterprise.

A unitary enterprise based on the right of operational management (state-owned enterprise) is created on the basis of state or municipal property.

The constituent document of a state-owned enterprise is its charter, approved by an authorized state body or local government body.

The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient.

Consumer cooperative – This is a voluntary association of citizens and legal entities on the basis of membership in order to satisfy the material and other needs of the participants, carried out by combining its members with property shares.

The charter of a consumer cooperative must contain: its name, its location, the procedure for managing its activities, conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their responsibility for violating the obligation to make share contributions; on the composition and competence of the management bodies of the cooperative and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes; on the procedure for covering losses incurred by members of the cooperative.

Members of the cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid portion of the additional contribution of each member of the cooperative.

Income received by a consumer cooperative from business activities is distributed among its members.

Public and religious organizations (associations) - These are voluntary associations of citizens united on the basis of their common interests to satisfy spiritual or other non-material needs.

Public and religious organizations are non-profit. They have the right to carry out entrepreneurial activities only to achieve the goals for which they were created and in accordance with these goals.

Participants (members) of these organizations do not retain rights to the property transferred by them to these organizations, including membership fees. They are not responsible for the obligations of these organizations, and organizations are not responsible for the obligations of their members.

Fund – This is a non-membership non-profit organization established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially beneficial goals.

The property transferred to the foundation by its founders (founder) is the property of the foundation. The founders are not liable for the obligations of the fund they created, and the fund is not liable for the obligations of its founders.

The Foundation has the right to engage in entrepreneurial activities necessary to achieve the socially beneficial goals for which it was created, and in accordance with these goals. To carry out entrepreneurial activities, foundations have the right to create business companies or participate in them.

The procedure for managing the fund and the procedure for forming its bodies are determined by its charter, approved by the founders.

The foundation's charter must contain: the name of the foundation, information about its purpose; instructions on the fund's bodies, including the board of trustees that supervises the activities of the fund; on the procedure for appointing officials of the fund and their dismissal, on the location of the fund, on the fate of the fund’s property in the event of its liquidation.

Establishment – This is an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature and financed by him in whole or in part.

The institution is responsible for its obligations with the funds at its disposal. If they are insufficient, the owner of the relevant property bears subsidiary liability for his obligations.

The peculiarities of the legal status of certain types of state and other institutions are determined by law and other legal acts.

In the civil law sense, 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. This is what is expressed in Art. 48 an indication that the legal entity “has separate property in ownership, economic management or operational management.” In this case, “separate property” means property in its broad meaning, 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 budget (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 in the 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 the founders (participants).

The third characteristic of a legal entity is independent performance in civil proceedings 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, and be a plaintiff and defendant in court. organization management legal form

Finally, the fourth sign 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 whole is ensured by the fact that at the head of the relevant entity are bodies endowed with very specific competences that carry out internal management legal entity and act on its behalf outside. Those who are inside a legal entity - managers, employees - must know what the relevant entity is, what it will do, who manages it and how, what its property is, 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 Civil Code, the existence of two types of organizations is provided for:

• 1. Commercial organizations. Form of their existence:
  • - business partnerships and society;
  • - production cooperatives;
  • - state and municipal unitary enterprises.
• 2. Not commercial organizations. Form of their existence:
  • - consumer cooperatives;
  • - public or religious organizations;
  • - charitable and other foundations;
  • - institutions.

Based on the relationship between 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 corresponding property to a legal entity, completely lose their proprietary rights to it. They do not have such rights in relation to acquired property. Accordingly, both the property transferred by the founders (participants) and the property acquired by the legal entity itself is recognized as belonging to it on the basis of property rights. By losing property rights, the founder (participant) in return acquires obligatory rights - rights of claim against a legal entity. This means, in particular, the rights belonging to a member of the organization: to participate in its management, receive dividends, etc.

According to this model, business partnerships and business societies, as well as production and consumer cooperatives, that is, legal entities - corporations, are built.

The second model differs in that the founder, transferring the relevant property to a legal entity for possession, use and disposal, continues to remain 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 rights to the same property are possessed by the founder-owner and the legal entity itself, to which the property belongs based on the right of economic management or operational management derived from ownership. This applies to state and municipal unitary enterprises, as well as owner-financed institutions, in particular in cases where the owner is Russian Federation, subject of the Federation or municipal entity (meaning ministries, departments, schools, institutes, hospitals, etc.).

The third model assumes that a legal entity becomes the owner of all property belonging to it. Moreover, 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 obligatory nor real. Such legal entities include public and religious organizations (associations), charitable and other foundations, associations of legal entities (associations and unions).

The difference between the three indicated 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 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. In the third model, the founders (participants) do not acquire any rights to the remaining property at all.

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

• - general partnership;
• - partnership of 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 whose main goal is to generate profit and distribute it among participants. Companies and partnerships are formed by agreement of their founders (first participants), that is, on a voluntary basis. The participants of 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 societies - as an association of capital. An association of persons, in addition to property contributions, presupposes 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 participant in only one partnership, and the partnership itself can consist only of entrepreneurs (that is, it does not have the right to include non-profit organizations or citizens not engaged in entrepreneurial activities).

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

• - simultaneous participation in several companies, including those that are similar in nature of activity (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), with the exception of participants in companies with additional responsibility. Since it is impossible to guarantee twice with the same property for the debts of several independent organizations, such liability also testifies to the impossibility of simultaneous participation of an 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 the property belonging to them. The activities of general partnerships are characterized by two features:

• - the entrepreneurial activity of its participants is considered the activity of the partnership itself;
• - when concluding a transaction on behalf of a partnership by one participant, property liability (if there is insufficient property of the partnership) 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 essence they are general partners and, as it were, constitute a full partnership within a limited partnership. Other participants (investors, limited partners) make contributions to the property of the partnership, but are not liable with personal property for its obligations. Since their contributions become the property of the partnership, they bear only the risk of loss and therefore do not risk as much as general partners. Therefore, limited partners are excluded from conducting limited business. While retaining, first of all, the right to receive income on their contributions, as well as to information about the activities of the partnership, they are forced to fully trust the participants with full responsibility regarding the use of property. Hence the traditional Russian name limited partners - a limited partnership.

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 debts of the company. The property of the company, including the authorized capital, belongs to the company itself as a legal entity and does not form an object of shared ownership of the participants. Participants are not liable for the company’s debts, but only bear the risk of losses (loss of deposits). A company can be created by one person. The total number of LLC participants should not exceed 50.

An additional liability company (ALC) is a type of LLC. Distinctive feature ALC is that if the property of such a company is insufficient to satisfy the claims of its creditors, the participants of the company with additional liability can be held property liable for the debts of the company with their personal property, and in a joint and several manner. 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 of the amount of contributions made for everyone (for example, three times, five times, etc.). Thus, this company occupies a kind of 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 whose authorized capital is divided into a certain number of shares, each of which is represented by a security-share. Holders of shares - shareholders - are not liable for the obligations of the company, but only bear the risk of losses - loss of value of the shares they own.

Registration of shareholder rights with 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 distributions due to its share. After all, this exit can be achieved only in one way - by selling, assigning or otherwise transferring your shares (or 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 due to attempts to prevent abuse, great opportunities for which this organizational and legal form of entrepreneurship provides. The fact is that the managers of such a company, in the presence of a huge number of small shareholders, who, as a rule, are incompetent in entrepreneurial activity and interested only in receiving dividends, acquire, in fact, uncontrolled opportunities to use 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 a permanent control 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 large businesses and is usually not 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 number 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 the shares they own, which makes the composition of the participants of such a company variable. JSCs are required to conduct business publicly, that is, annually publish for public information an annual report, balance sheet, and 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 acquisition to other persons in any other way. Participants of such a company enjoy the right pre-emption shares sold by other shareholders, which is intended to preserve their pre-limited composition. Therefore, the number of participants in a closed joint stock company should not exceed the limit established by the law on joint stock companies.

The supreme body of a joint stock company is the general meeting of its shareholders. It is assigned exclusive competence, which cannot be transferred to other bodies of the company even by decision of the general meeting. This includes: changing the charter of the company, including changing the size of its authorized capital, election of the supervisory board (board of directors), audit commission (auditor) and executive bodies of the company (unless the latter issue falls within the exclusive competence of the supervisory board), as well as approval of the annual reports and balance sheets of the company, distribution of its profits and losses and resolution of 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 for the company to carry out major transactions equivalent to a significant part of the value of the company's authorized capital, as well as the appointment and removal 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 the 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 resolves 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 for the transfer of powers of the executive body not to elected shareholders, but to a management company or manager (individual entrepreneur). Another business company or partnership or a production cooperative can act as a management company. This situation is possible by decision of the general meeting, according to which management company(or an individual manager) concludes a special agreement providing for mutual rights and obligations, as well as responsibility for their non-compliance

A way to control the activities of the executive bodies of the company is also an independent auditing. Such an inspection can be carried out at any time at the request of shareholders whose total share in the authorized capital of the company is at least 10%. An external audit is also mandatory for open joint-stock companies that are obliged to conduct public affairs, because here it serves as an additional confirmation of the correctness of the company’s published documents.

A subsidiary business company does not constitute a special organizational and legal form. Any business company - joint-stock, limited or with additional liability - can act in this capacity. The peculiarities of the position of subsidiaries are related to their relationships with “parent” (controlling) companies or partnerships and the possible occurrence of liability of controlling companies for the debts of subsidiaries.

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

• - predominant participation in its authorized capital of another company or partnership compared to other participants;
• - an agreement between the company and another company or partnership on the management of the affairs of the first;
• - another possibility for one company or partnership to determine decisions made by another company. Thus, the existence of the status of a subsidiary does not depend on strictly formal criteria and can be proven, for example, in court in order to use the corresponding legal consequences.

The main consequences of recognizing a company as a subsidiary are associated with the emergence of liability to its creditors on the part of the controlling (“parent”) company, which is liable, 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 proven 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 interrelated companies, which in American law is called a "holding" and in German law - a "concern". However, neither the holding nor the concern are legal entities in themselves.

Dependent companies are also not a special organizational and legal form of commercial organizations. Various business entities 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. This possibility is based on their mutual participation in each other’s capital, which, however, does not reach the level of a “controlling stake,” that is, which does not allow us to talk about 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. Moreover, 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 they created for joint economic activities on the basis of personal labor participation and the pooling of some property contributions (shares). Members of a cooperative bear additional liability for its debts with their personal property within the limits established by law and the charter of the cooperative.

A unitary enterprise is a non-owner commercial organization. This special organizational and legal form is preserved 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 municipalities. 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 belongs entirely to the founding owner. 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 is not liable with his 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. Institutions include a large number of various non-profit organizations: state and municipal authorities, educational institutions, 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 if the institution lacks Money for settlements with creditors, the latter have the right to make claims against the founding owner, who in this case is fully liable for the debts of his institution. Taking into account this circumstance, the law does not provide for the possibility of bankruptcy of institutions.

The main source of the institution's property is the funds it receives according to estimates from the owner. The owner can finance his institution partially by giving him the opportunity to receive additional income from business activities permitted by the owner.

In any economic system, not only are there a huge number of firms, as discussed above, but there are also various types of firms. This is primarily due to diversityways to save (minimize) transaction costs.

The company as a production unit and an instrument of entrepreneurial activity always has one or another organizational and legal form. From a legal point of view, a company (enterprise) is understood as an independent economic entity with the rights of a legal entity, which combines under its management the factors of production - capital, land and labor - for the purpose of producing goods and services.

Legal form- this is a set of legal norms that determine the relations of enterprise participants with the entire world around them. IN world In practice, various organizational and legal forms of enterprises are used, which are determined by the national legislation of individual countries. Laws give these enterprises the status of a legal entity that has its own property and is liable for its obligations with this property, has an independent balance sheet, and acts in civil proceedings, in court, arbitration and arbitration courts on its own behalf.

According to current legislation, currently in Russia There are the following organizational and legal forms of enterprises:

Rice. 1. Organizational and legal forms of enterprises

Concepts like MP (small enterprise), JV (joint venture), cooperative, are now considered outdated. They reflected not the legal status of the enterprise, but some of its economic features. Thus, MP is a characteristic of an enterprise in terms of the number of employees. For example, according to Russian legislation, in the field of services and trade such is an enterprise with a workforce of 15 to 25 people, in the field of science - up to 100 people, in industry and construction - up to 200. Why was such a category as SE allocated? All over the world, including here, there are programs to support small businesses.

The concept of a joint venture is also purely economic, showing who created it. In our country, this form was used due to the fact that initially there was no complete clarity regarding the legal status of the joint venture. World experience suggests that about 90% of joint ventures are limited liability companies. Now in Russia and other CIS countries, joint ventures are also included mainly in this category. The law also allows the creation of joint ventures in the form of other companies.

Let us dwell on the characteristics of the main organizational and legal forms of entrepreneurial activity, the most common in the modern world economy. These include:

· sole proprietorship (private enterprise) company;

· partnership (partnership);

· corporation (joint stock company).

1. Private (sole) company is the oldest form of business organization. As the name suggests, such a firm is owned by an entrepreneur who buys the factors of production he needs on the market. In other words, a private enterprise belongs to one person, which owns all its assets and is personally liable for all its obligations (is the subject of unlimited liability).

The owner of a classic private enterprise company is central figure, with which the owners of all other factors of production (resources) enter into contracts. He usually owns the most important (interspecific) resource. Such a resource can be both physical and human capital (special intellectual, entrepreneurial and other abilities).

The purpose of a private enterprise is maximizing the owner's profit— income remaining after making all payments to factor owners. A private enterprise should be distinguished fromcapitalist firmowned by the owners of capital and aiming to maximize the return on invested capital. In addition, the functions of an entrepreneur in such a company are usually performed by a hired manager - manager.

Private enterprises have a number of important advantages, thanks to which they have become widespread in the business world, but at the same time they have significant disadvantages.

Among the obvious benefits should include:

1) simplicity of organization. Due to its simplicity, a business enterprise based on sole proprietorship can be created without much difficulty;

2) freedom of action of the company owner. He does not need to coordinate his decisions with anyone (he is independent in the conduct of all his affairs);

3) strong economic motivation(receipt of all profits, or more precisely, the remaining income by one person - the owner of the company).

Flaws sole proprietorship:

1. limited financial and material resources. This is due not only to the lack of equity capital, but also to the difficulties of attracting credit resources. Lenders are very reluctant to provide loans to sole proprietors, believing that it is risky. Therefore, the main source of financing for private entrepreneurial activity is the owner’s savings and funds borrowed from relatives, close friends, etc. Over time, capital can be increased by investing the profit received in the business, however, even in this case, the growth of the company will be slow. Therefore, individual enterprises are usually small in size;

2. lack of a developed system of internal specialization production and management functions(especially in small and medium-sized enterprises);

3. certain tax problems. They arise due to the fact that additional payments made by a private enterprise company, for example, health insurance and life insurance are not considered expenses by the tax authorities of some countries and therefore are not subject to exclusion from profits when calculating the taxable base (corporations, on the contrary, enjoy tax breaks in relation to such payments). The sole owner must pay such expenses from the profit remaining at his disposal after taxes;

4. difficulties in transferring ownership rights. No property of a sole proprietorship, unlike property of corporations, can be transferred to family members during the owner's lifetime. This limits the maneuverability of the sole form of business organization, creates additional problems in capital accumulation;

5. unlimited owner liability for all obligations assumed by his enterprise. If claims are brought against the company, including in court, its owner bears full personal liability before the court. This means that for
satisfaction of claims may be confiscated not only company property, but also personal property. A similar outcome occurs
and in case of bankruptcy for other reasons. All this puts the sole owner in a risky position.

For these reasons, individual enterprises are short-lived; most of them are newly established firms, as well as such specific establishments as shops and farms, which remain effective due to the small scale of production. According to some data, on average, out of 10 established companies, 7 cease to operate within 5 years.

Unlimited liability is the main disadvantage of sole proprietorship.Therefore, the owners of private firms back in the 17th - 18th centuries. “they used a trick” - they introduced the so-called limited liability (Ltd - limited). The company becomes an organization that includes a certain number of people. What does limited liability mean? This means that if a company owes money to someone and cannot pay its debts, then in this case you can only sue the company, but not its participants. What will you have to pay in this case? Only what the company owns. Specific forms of such enterprises (limited liability partnerships) are discussed below.

2. Partnership (partnership) . This firm is similar to a sole proprietorship in every respect except that there is more than one owner. IN general partnership all partners have unlimited liability. They are jointly liable for the obligations of the partnership. Persons who have joined an already existing partnership are liable along with the old members for all debts, including those that arose before their entry into this partnership.

In most cases, general partnerships are formed by legal entities (large enterprises). An agreement on their joint activities in any area can already be considered as the formation of such a partnership. In such cases, neither a charter nor even registration of a partnership is required.

Overcoming, in a certain sense, the financial and material limitations of sole ownership, partnerships create some new inconveniences and difficulties. First of all, this applies to the selection of partners. Since one of the partners may bind the partnership to certain obligations, partners should be selected carefully. In most cases, there is a formal agreement, or partnership agreement; it defines the powers of each partner, the distribution of profits, the total amount of capital contributed by the partners, the procedure for attracting new partners and the procedure for re-registering the partnership in the event of the death of any of the partners or his withdrawal from the partnership. Legally, a partnership ceases to exist if one of the partners dies or leaves the partnership. In such cases, it is quite difficult to resolve all issues and restore partnership.

For the reasons mentioned, many believe Partnership is an unattractive form of business organization.

The decision-making process in partnerships is also difficult, since the most important decisions must be made by a majority vote. To simplify the decision-making process, partnerships establish a certain hierarchy, dividing partners into two or more categories based on the importance of the decision that each partner can make. It also defines the cases in which he must delegate decision-making power to the firm.

A modified form of a general partnership is a mixed (limited) partnership. Its main feature is that, along with one or more participants who are liable to the creditors of the partnership with all their property, there is one or more participants whose liability is limited to their contribution to the capital of the company. Those participants who are responsible for the risk of all their property are internal members of the society and are called full partners, or complementaries. The rest, who risk only within the limits of their contribution, are external participants (investors) and are called limited partners.

As a rule, the affairs of a limited partnership are managed by the partners. They lead and represent society. Investing partners do not participate in commercial transactions. They are, strictly speaking, investors in the partnership. In terms of internal relationships, the management functions of the company are usually carried out with the consent of the limited partners.

Many people are well aware of the names “Johnson, Johnson and Co,” “Ivanov, Sons and Co,” etc. from history, scientific and fiction literature. These are limited partnerships. IN modern conditions The limited partnership form is often used to finance real estate businesses.

Limited partnerships may, in some cases, issue shares based on the contributions of outside participants. Such participants are called joint-stock limited partners, and the company is called a joint-stock limited partner.

For tax reasons, a limited liability company may be accepted as the sole partner of a limited partnership. Such education is called limited liability limited partnership. Its advantage is that from a tax point of view it is a partnership, and from a civil law point of view it makes it possible to transfer unlimited liability to a limited liability company, which becomes the sole bearer of unlimited liability and, as a rule, has only a small capital.

In our country, the form of mixed limited partnership has not yet become widespread, but it may be useful in some cases.For example,If a private person (persons) who has an idea and a reputable enterprise that has decided to take this idea into service does not have the money to implement it, a mixed partnership is created: the private person enters into it with limited liability, the enterprise with full liability. In this case, the company acts as a guarantor for a bank loan, which is managed by a private individual under the control of the company.

A limited partnership (limited liability company) is an association that is formed on the basis of predetermined contributions of shareholders. Its members (individuals and legal entities) are not responsible for fulfilling the obligations of the company, but risk only within the limits of their contributions. This is the meaning of the concept "limited liability". In the names of foreign companies, and now some of ours, you can often see the word “limited” (abbreviated as Ltd), which means “limited liability”.

In limited liability companies, in most cases there are close relationships between partners. For this reason, they are very suitable for organizing family businesses. If all the property of a society is concentrated in one hand, then it becomes a “society of one person.”

To establish a limited liability company, it is necessary to conclude memorandum of association, which defines the name of the company, location and direction of activity of the enterprise, and also indicates the size of the authorized capital and the share participation of members of the company in it.

Minimum authorized capital V different countries is different: in Austria it is 500 thousand shillings, in Germany 50 thousand marks, in Hungary - 1 million forints,in Russia - 10 thousand rubles , in Ukraine - 869 hryvnia. In addition to cash, it is also possible to establish a company with contributions in the form material assets(cars, land plots, licenses).

The rights of members of society are exercised on meetings of society members which are held at least once or twice a year. The meeting has the right to make the most important decisions, in particular to approve the annual balance sheet, determine the distribution of profits, draw up cost estimates, elect and re-elect the director of the company, and give him instructions on a wide variety of issues. Control over the activities of the company is carried out by audit committee(in Western countries - the supervisory board), whose members are appointed by the general meeting.

3. Corporation (according to Russian legislation - a joint-stock company) is an impersonal enterprise with the right of a legal entity, created in accordance with the permitting procedure and possessing authorized capital , divided into a certain number of equal shares - shares.

Main distinguishing feature This form of business organization is that a joint stock company operates independently of its owners. The liability of company members, called shareholders, is limited to the nominal value of the shares they purchase.

Limited Liability - Important advantage over a sole proprietorship or partnership. A joint stock company can raise funds on its own behalf without imposing unlimited liability on its members. Consequently, in the event of claims against a joint stock company, the law prohibits the confiscation of the personal property of its owners.

Shareholders are entitled to a share of the corporation's profits. The part of the profit paid to the owner of the shares is called dividend. The part that is not paid as dividends is called retained earnings.

Dividends are traditionally calculated as a percentage of the par value of the share, and last years in some countries - in absolute amounts per share (which is more reasonable). Dividends in the form of shares (“bonus” issues) do not provide for cash payments. From the point of view of attracting new share capital, dividend income is the main component of the cost of such capital.

Another important advantage of the corporation is the right of shareholders to transfer their shares to others(if these are not registered shares). In addition, the corporation continues to operate in the event of the death of individual shareholders, and when any of the shareholders wishes to sell their interest in shares.

There are two types of joint stock companies − open and closed.

Stockopen societies are distributed freely under the conditions established by laws and other legal acts. Joint stock companies open type are created in order to raise large capital. Shares of such a company may be listed on the stock exchange. This implies complete openness of society and careful control over its activities. An open joint stock company is obliged to annually publish for public information an annual report, balance sheet, and profit and loss account.

A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized closed. According to Russian legislation, such a company does not have the right to conduct an open subscription for the shares it issues. The number of participants in a closed joint stock company must not exceed the number established by the law on joint stock companies; otherwise, it is subject to transformation into an open joint-stock company within a year, and upon expiration of this period - liquidation through judicial procedure, if the number of shareholders is not reduced to the limit established by law.

For these reasons, the joint stock company closed type is the most suitable legal form for enterprises such as medium-sized industrial and commercial organizations that do not require large funds to operate; risky (venture) firms. The latter are created to develop a new commercial idea by a group of people who are ready to finance the enterprise until it becomes clear that it is necessary to attract additional capital through the securities market and become an open joint-stock company. In economic practice, closed joint stock companies are much more numerous than open companies, although the average size The latter have noticeably more capital.

Currently, joint stock companies are the most common form of entrepreneurship, forming a kind of “armature” of the world economy. This is partly due to the fact that their activities are well established in practice.

The first predecessors of joint stock companies appeared back in the 15th-16th centuries, when they were createdbanks of St. George in Genoa and St. Ambrose in Milan. In the 17th century major trading companies: Dutch East India Company (1600), French "Company des Endes Occidentals" (1628). The concept of “share”, so well known today, first appears in the charter of the Dutch East India Company, whose participants were called shareholders, dates back to this time.

The joint stock form received its greatest development with the transition to capitalism.In pre-revolutionary Russia it was also well known: the number of joint stock companies in 1916 numbered in the thousands.

An important reason for the wide spread of joint stock companies is the ability to concentrate gigantic capital within them, which makes it possible to solve the most complex economic problems. A significant advantage of joint stock companies compared to other types of partnerships is also the presence of a market where one can freely buy or sell securities. All this predetermined the wide spread of joint stock companies in industry, trade, banking and insurance, and in other areas of the economy. The only exception is agriculture, where joint stock companies, due to the specifics of the industry, have not received widespread development. In the United States alone there are now over 3 million corporations that produce the majority of the country's gross national product.

One of the disadvantages of a joint stock company can be considered a tax payment procedure that provides for double taxation: taxes on profits, which reduce the amount of income due to shareholders, and taxes on dividends received by shareholders.

Less important disadvantages include time spent on registering a joint stock company And bureaucratic procedures that must be passed through in the process of creating a society.

By its economic nature, method of organization and activity, a joint-stock company is a form of collective entrepreneurship. However, the division of the authorized capital into a certain number of equal shares (shares), which can be acquired by different persons, gives the joint-stock form the character of private corporate entrepreneurship.

Cooperative is a society whose activities are aimed, in principle, not at generating income, but at providing assistance and assistance to members of society.

The founders of modern cooperatives are considered to be 28 workers from the city of Rochdale. (England). In 1844, saving a few pence a week, they collected an initial capital of 28 pounds, with which they rented a store and began a small trade in flour, oatmeal, sugar, butter and candles. The profits from this enterprise were divided among the members in proportion to the number of their purchases.

Such societies are called consumer cooperative societies. Along with them there are production cooperative societies created by producers. In Russia, cooperatives have become widespread primarily in production activities, in the service sector and in the trade and intermediary area. The cooperative form of entrepreneurship is characterized by the establishment close connection between the members of the cooperative and the cooperative itself. The cooperative is a legal entity, and therefore a subject of law.

In modern business practice, cooperatives occupy a relatively small turnover in terms of turnover. specific gravity, although they are common in many countries. This is explained by a number of circumstances, and primarily by the fact that at cooperative enterprises there is a tendency towards "decapitalization" of income, which reduces production efficiency, hampers the innovation process, and complicates structural transformations.

On the other hand, this form has clear advantages, among which one of the important ones is high motivation due to the unity of property and labor. But it only works if, instead of impersonal “collective property,” which essentially means the property of a collective, there is the property of the members of this collective. In the USA, for example, the term “employee-owned” is used to characterize such enterprises. It is much more accurate, since employee property is a type of private property, which differs from classical private property in that the owner necessarily simultaneously works at the enterprise of which he is a co-owner, and there is a certain mechanism that ensures his participation in the management of the enterprise.

It should be noted that in the United States, employee ownership is transformed into private rather than public ownership. Moreover, this process is strongly encouraged, since, according to available data, labor productivity in employee-owned enterprises is on average 10% higher than in other types of enterprises. In recent years, the US Congress has passed more than 20 federal laws, in one form or another, primarily through tax breaks that stimulate the development of employee ownership. Now in the country there are more than 11 thousand enterprises that are fully or partially owned by workers. They employ about 12 million people. Several centers have emerged that deal with the problems of employee ownership, both theoretically and purely applied.

The emergence and development of this kind of collective-private entrepreneurship is based on scientific and technological revolution. It caused the development of knowledge-intensive industries and increased the role and share of intellectual workers. They cannot set the rhythm of their work using a conveyor, and even the most ordinary control over their work is ineffective. Such employees work with dedication only when they have the appropriate motivation. The position of owner is best conducive to the emergence of such motivation. As a result, first dozens, and then hundreds and thousands of companies began to appear, sometimes employing only a few people. But this fragmentation is compensated by the fact that everything larger number people participate in social production not just as employees, but as owners who have completely different incentives to work.

In large industries, which for technological reasons cannot be divided into small private enterprises, a similar problem is solved by transforming traditional private property into employee ownership. Moreover, the supporters of such a transformation are often the entrepreneurs themselves, who understand that by ceding part of the property they own to their employees, they increase the efficiency of their work and more than compensate for that part of the profit that they will have to give in the form of dividends to the emerging co-owners.

In Russia and other CIS countries, enterprises based on employee ownership are just being created. The attitude towards them in society is ambiguous. Among scientists, for example, there are many critics "people's enterprises", often appealing to the Yugoslav experience of “workers’ self-government,” which, as we know, did not stand the test of time. However, this misses the point: in the Yugoslav experiment, worker property was not created or used. Impersonal collective property reigned there, which actually did not belong to either the workers or the state.

Attitude labor collectives in our country there is a very friendly attitude towards “people's enterprises”, which means that in the course of further privatization they will become widespread. But to prevent such enterprises from becoming a type of Soviet collective farms, it is necessary comprehensive study Western experience of their organization. Moreover, today this experience is not limited to the American one. At one time, the EU Council adopted recommendations for the implementation of programs for the transition to “employee ownership” (ESOP program) in all Western European countries. As a method of privatization, the ESOP program has also begun to be widely used in Poland, Hungary, the Czech Republic, and Slovakia.

However, it would be a mistake to extend worker-owned enterprises throughout the economy. Western countries achieved success in socio-economic, scientific and technological development because they created conditions for the development of various forms of ownership and entrepreneurship. In the same USA, out of 19 million different types of enterprises, 70% are enterprises individual property, 10% are partnerships (owned by two or more persons), 20% are corporations or joint stock companies.

State enterprise . In many countries modern world The active entrepreneur is the state, which owns from 5-10 to 35-40% of the fixed capital. In the former socialist countries, the state owned the overwhelming majority of production assets, which made it essentially the only economic entity in the economy.

In the mid-1980s, the share of public sector enterprises in added value creation was: in Czechoslovakia - 97%, in the GDR - 97,in the USSR - 96, in Yugoslavia - 87, in Hungary - 86, in Poland - 82, in France - 17, in Italy - 14, in Germany - 11, in England - 11, in Denmark - 6, in the USA - 1%.

From the above data it is clear that in the so-called socialist countries the “state economy” dominated, while in the Western world the state was given a relatively limited field of activity. However, by the standards of a market economy, the scale of activity turned out to be too large, which prompted Western governments to take the path of privatization. This privatization is not as grandiose as in Eastern European countries and the CIS, but it is important trend towards expansion of the non-state economy.

At the same time, even in these conditions, many state enterprises play a significant role in the national economy, and sometimes are leaders among industrial firms.

For example, in Italylist of the largest industrial enterprises head government organizations -Iran(operates in ferrous metallurgy, shipbuilding and mechanical engineering, aviation, automotive, electronic, electrical and other industries, maritime and air transport, telephone and telegraph communications, radio and television broadcasting), ENI(oil and gas production, trade in petroleum products);in France - "Elf-Akiten"(oil production and refining, petroleum products production, chemical industry, healthcare, perfumes and cosmetics), Renault(produces cars, trucks, sports cars) ; in Finland - "Neste" (oil refining and retail trade in petroleum products).

Thus, the existence of a more or less large public sector in a market economy requires clarification and clarification of some problems of its economic content, emergence and organizational design.

Signs of a state enterprise. A state-owned enterprise is a production unit characterized by two main features.

First lies in the fact that the property of such an enterprise and its management are fully or partially in the hands of the state and its bodies (associations, ministries, departments); they either own the capital of the enterprise and have undivided powers to manage it and make decisions, or they unite with private entrepreneurs, but influence and control them.

Second concerns the motives for the functioning of a state enterprise. In its activities, it is guided not only by the search for the greatest profit, but also by the desire to satisfy social needs, which can reduce economic efficiency or even lead in some cases to losses, which, however, are justified.

Russian enterprises can operate within a wide range of organizational and legal forms. The legislation of the Russian Federation allows citizens to engage in business in statuses optimized for the specifics of production, turnover, number of co-founders and the need for additional financing. What are the features of organizational and legal forms of doing business in Russia? How to choose the optimal format for carrying out commercial activities?

Classification of organizational and legal forms

Russian entrepreneurs are often faced with the problem of choosing the optimal organizational and legal form of doing business. What options do they typically explore? There are not many of them. The organizational and legal forms of enterprise activity, which are provided for by Russian legislation, may include:

• activity as an individual entrepreneur (IP);
• business in the form of an LLC;
• activities in the format of a joint stock company;
• joint cooperation in the form of cooperatives, peasant farms, partnerships.

It may be noted that in rare cases, it is also permissible to conduct a business in the status of an individual without registering as an individual entrepreneur. But even if there were more opportunities for this, such activities, as a rule, are less profitable for the entrepreneur from a tax point of view. Therefore, the organizational and legal forms of entrepreneurial activity that we listed above are more preferable. Let us consider in more detail the essence of each of them.

IP

A fairly popular organizational and legal form of doing business among Russian entrepreneurs is the individual entrepreneur. The prevalence of this option is mainly due to the ease of state registration. In order to become an entrepreneur, a citizen must collect very few documents. The costs associated with registering as an individual entrepreneur are also small. It is not necessary to have a seal. There are no legal requirements to open a bank account (although this is, of course, recommended for ease of interaction with suppliers and clients).

The peculiarity of this form of doing business is that an individual entrepreneur is not a legal entity. In practice, this means, for example, that he is personally responsible for his obligations. However, individual entrepreneurs can pay taxes in modes that are typical for legal entities.

One of the advantages of running a business as an individual entrepreneur is that a person, having paid tax within the framework of the chosen scheme, can subsequently dispose of the remaining amount at his own discretion. It is very easy, therefore, to withdraw proceeds for personal use in order to spend them in any desired way.

Another useful aspect of conducting business in this status is the minimal burden on individual entrepreneurs in terms of reporting. Other organizational and legal forms of enterprises require regular interaction with the Federal Tax Service and other structures. For individual entrepreneurs, in some cases, it is enough to send a declaration to the tax service once a year, as well as several documents relating to the formation of staff and accounting issues.

Any citizen of the Russian Federation who is already 18 years old can conduct business as an individual entrepreneur. Subject to the approval of the activity by their parents, Russians from the age of 14 can also engage in business. If a person is in the civil service, then he has no right to register as an individual entrepreneur.

An individual entrepreneur can hire other people, issue work books for them, pay wages, and create work experience for hired employees. Individual entrepreneur always owns his business solely. You cannot give or sell your share in the enterprise to someone - this organizational and legal form does not allow this. And therefore, many Russian businessmen willingly engage in activities as individual entrepreneurs.

However, working in such a status has a number of disadvantages. For example, individual entrepreneurs must in any case pay fixed fees for themselves insurance premiums in the Pension Fund of Russia, the Social Insurance Fund and the Compulsory Medical Insurance Fund. This is usually not a problem if the entrepreneur has good turnover: the corresponding fees to the state treasury are counted as part of taxes and are therefore not noticeable. But even with zero revenue, the individual entrepreneur must pay them. And if, for example, a person for some reason does not engage in business for some time, he is nevertheless obliged to transfer contributions to the treasury. Even if he is employed somewhere and the employing company transfers the required percentage from his salary to the Pension Fund, Social Insurance Fund and Compulsory Medical Insurance Fund, this obligation remains.

Business in the form of an LLC

Another common organizational and legal form of business in the Russian Federation is a limited liability company. It can be established by one citizen or several, but the number of participants should not exceed 50 people. An entrepreneur, owning an LLC, does not bear personal responsibility for obligations, unlike an individual entrepreneur (not counting contributions to the authorized capital). Also, participants in societies of this type are not required to pay contributions to the Pension Fund, Social Insurance Fund and Compulsory Medical Insurance Fund.

An LLC is a full-fledged legal entity. Its state registration is somewhat more complicated than in the case of an individual entrepreneur. An authorized capital of at least 10 thousand rubles, in most cases a bank account, and a seal are required. Reporting for LLC owners is usually more complicated than for individual entrepreneurs.

One more nuance - you cannot simply withdraw proceeds, as in the case of an individual entrepreneur, even if tax has been paid on it. You will have to formalize it as dividends or even in the form of a salary (with which, in turn, it is necessary to transfer contributions to the Pension Fund, Social Insurance Fund and Compulsory Medical Insurance Fund).

LLC specifics

This organizational and legal form of a legal entity, such as an LLC, is among the most common in the Russian Federation. Therefore, let's look at its specifics in more detail.

We noted above that the number of co-owners of an LLC cannot exceed 50 people. If you want to join the business more people, then it will be necessary to transform the LLC into other organizational and legal forms of entrepreneurship - a public or ordinary joint-stock company. If the co-founders do not carry out the appropriate procedure, the LLC may be liquidated by the court.

The authorized capital of the LLC, as we noted above, is 10 thousand rubles. Many companies, of course, increase it. But this must be done carefully. If the value of net assets, due to market or other reasons, turns out to be lower than the amount of the authorized capital, then it will have to be reduced - these are the requirements of the law. And if net assets turn out to be less than 10 thousand rubles, then the company must be (also by virtue of the provisions of the law) liquidated. LLC can be transformed into other organizational and legal forms of entrepreneurship.

It is possible for one of the co-founders to leave the organization through the alienation of his share in favor of other owners (with subsequent compensation), but only if this is provided for by the company’s charter. It is also possible to sell the relevant part of the business. The considered organizational and legal form of a legal entity does not imply the exit of the sole founder, but in this case he can sell the business to another citizen or company. In case of sale of a share in the company preemptive right purchases belong to other members of the company. The period during which it is valid is determined by law and the organization’s charter.

Joint-Stock Company

This organizational and legal form of activity, such as a joint stock company, is mainly in demand by those entrepreneurs who plan to develop a large business. A joint-stock company is a commercial structure that also has an authorized capital, but it is issued in the form of shares, which certify the obligatory nature of the rights of the company's participants. Therefore, undergoing state registration and maintaining records within a JSC is somewhat more difficult than under an LLC, not to mention an individual entrepreneur.

JSCs, according to Russian legislation, can be ordinary and public. It can be noted that until 2014 in Russia there were such organizational and legal forms of organizations as closed and open joint-stock companies. Then, amendments were made to the regulatory legislation, according to which JSCs began to be classified into ordinary and public.

Public and ordinary joint-stock companies

Such an organizational and legal form as a public joint stock company, according to the Civil Code of the Russian Federation, is characterized by the following features.

• Firstly, shares and other securities that are issued by the organization, are placed publicly (through open subscription), and are also traded on the market in accordance with the provisions of legal acts regulating the circulation of relevant trading instruments.
• Secondly, the founders of a joint-stock company have the right to indicate public status in the organization’s charter, as well as in its corporate name, even if its activities do not meet the first criterion.

Other JSCs are not considered public. That is, they are simply called societies. But if the plans of the organization’s leaders are to issue shares, which will then be publicly subscribed, then they should still indicate the status of a public company in the charter.

Specifics of statutes

Reforms in civil legislation that took place in 2014 predetermined some features of the drafting of organization charters. For example, two different organizational and legal forms of enterprises, LLC and JSC, may have uniform constituent documents, since their only legal form has become a charter, which can be developed in accordance with the recommendations of state registration authorities.

LLC and JSC, according to the legislation of the Russian Federation, belong to the same category of organizations - business societies. Following the reform carried out in 2014, their status, as some experts note, has become very similar due to the establishment of a single form of constituent document.

Partnerships

The Civil Code of the Russian Federation also provides for other types of organizational and legal forms of business. For example, partnership. What is unique about this format of business activity? The definition of partnerships and business entities (LLC and JSC) is contained in the same provisions of the Civil Code of the Russian Federation. That is, the organizational legal form of activity under consideration is a legal entity that has an authorized capital.

Partnerships are either full or limited. In organizations of the first type, people are engaged in business and bear subsidiary liability for emerging obligations. Limited partnerships (limited partnerships) are organizations that include investors (or limited partners) who are liable to the extent of their contributions.

Consumer cooperatives

The Civil Code of the Russian Federation provides for such a form of doing business as a consumer cooperative. Organizations of this type are voluntary associations of individuals or legal entities within which the property share contributions of participants are consolidated. How the corresponding amounts should be paid is determined by the charter of the consumer cooperative. Participants of the organization bear subsidiary liability for arising obligations within the limits of the unpaid share of the additional contribution.

Producer cooperatives

The organizational and legal forms of organizations provided for by the Civil Code of the Russian Federation include such structures as production cooperatives (also called artels). These are associations individuals(but the charter may also provide for the participation of legal entities) for the purpose of organizing joint production, processing or sales various types products, performing work, providing services, conducting trade. Personal labor participation of citizens is assumed. Members of a production cooperative, as a rule, agree on the payment of share contributions. The liability of the organization's participants is subsidiary, within the limits determined by law and the charter.

Peasant farms

Organizational and legal forms of entrepreneurial activity may be associated with the agricultural industry. You can conduct business in this area through a variety of statuses. The Civil Code of the Russian Federation provides, in particular, for the possibility of organizing by citizens of the Russian Federation a joint peasant farm.

This type of joint activity of farmers involves the creation of a legal entity in the form of a voluntary association, which is based on joint work, as well as property contributions of participants. The peculiarity of a peasant farm is that all property within this organization is jointly owned by the farmers who founded it. According to the Civil Code of the Russian Federation, a person can be a member of only one farm association. Citizens conducting joint activities within the framework of this organizational and legal form bear subsidiary liability for emerging obligations.

Choosing a form of doing business

What organizational and legal form might be optimal? If a person runs a business independently, does not hire people or forms a small company staff, then he can register as an individual entrepreneur. In this status, you can work with a minimum amount of reporting, without being distracted by bureaucracy and completely devoting your time to work. There are no problems with withdrawal of proceeds.

If a citizen conducts a joint business with partners, then the best option maybe an LLC. Once the company's turnover has grown, it would be nice to increase it further by issuing shares. In this case, you can pay attention to other types of organizational and legal forms of activity - a joint-stock company with securities by open subscription or a non-public joint-stock company.

In order to effectively consolidate labor, entrepreneurs can unite into production or consumer cooperatives or partnerships. If citizens are engaged in farming activities, then the joint establishment of a peasant farm may well be optimal for them.

These are the main types of businesses provided for by the legislation of the Russian Federation. Other organizational and legal forms of organizational activity, such as, for example, associations or NPOs, also allow you to engage in commerce. Government organizations are not prohibited from making profits either. However, taxation in the case where organizational and legal forms of organizational activity are involved is usually higher than when registering a legal entity, the status of which is more typical for a business.