A cooperative is a commercial organization or. Commercial organizations: types and their characteristics

Each person has heard more than once about such a concept as a commercial organization, moreover, many of them work in such structures. But on top of everything else, there is a completely different subject of economic relations, the essence of which is directly opposite - this is a non-profit organization. What is the difference between commercial and non-profit organizations? Let's consider this question in more detail.

Definition

commercial organization is a business entity whose main purpose of functioning is the acquisition of profit. In other words, all the actions of management and employees are aimed at increasing their well-being. The profit received in the course of the activities carried out is distributed among all the participants who organized the company, or invested in the enterprise. Commercial organizations can have a variety of forms of management, and, in accordance with this, rights, obligations and responsibilities.

Non-Profit Organization (NPO) sees the creation of any social benefits for the state and the population as its main goal. These include charitable events, cultural programs, sports competitions, scientific conferences, public health or environmental events. A non-profit organization never pursues the goal of making a profit, since it acts on a voluntary basis to achieve public benefits. And since such an organization does not receive profit in the form of cash or other tangible assets, it cannot distribute it among its founders. In other words, members of a non-profit organization work as volunteers, that is, they do not receive income from their activities.

Comparison

The differences between commercial and non-profit organizations are significant, and the most important feature of the classification is profit. So, a commercial organization is founded only in order to receive money from its activities. But a non-profit organization pursues a completely different goal - not to make a profit, but to represent the interests of the population in order to create socially significant benefits for humanity. In addition, the organizers of a commercial company receive income in the form of dividends or percentages of net profit, while the founders of a non-profit association work on a voluntary basis.

Findings site

A commercial organization is founded solely for the sake of making a profit, a non-profit organization, on the contrary, does not pursue the goal of extracting material benefits;
The founders of a commercial organization create benefits for themselves in the form of receiving funds from activities, while a non-profit organization is founded to create favorable living conditions for people and achieve socially significant social benefits.

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

Legal entities must have an independent balance sheet and (or) estimate.

In connection with participation in the formation of the property of a legal entity, its founders (participants) may have rights of obligation in relation to this legal entity or real rights to its property.

Legal entities in respect of which their participants have rights of obligation include business partnerships and companies, production and consumer cooperatives.

Legal entities, on whose property their founders have the right of ownership or other real right, include state and municipal unitary enterprises, as well as institutions.

Legal entities in respect of which their founders (participants) do not have property rights include public and religious organizations (associations), charitable and other foundations, associations of legal entities (associations and unions).

Depending on the main purpose of the activity (Article 50 of the Civil Code), legal entities are divided into
commercial and non-commercial.

The main purpose of the activity of a commercial organization is to make a profit and the possibility of its distribution among the participants.

A non-profit organization is an organization that does not have profit making as the main goal of its activities and does not distribute the profits received among the participants (clause 1, article 2 of the Federal Law of January 12, 1996 N 7-FZ On non-profit organizations).

The classification of legal entities into commercial and non-commercial makes it possible to identify all types of legal entities, determine (allocate) the legal status of their specific groups and distinguish between organizations with different types of legal personality, provide for their organizational and legal forms and thereby exclude the possibility of creating organizations not enshrined in law. At the same time, doubts are expressed in the legal literature as to how justified the division of legal entities into commercial and non-profit organizations, which has received legal consolidation, from the point of view of both the sequence of its implementation and the practical consequences associated with it. Some commercial organizations are endowed with general legal capacity, others with a special one; not only a commercial organization (except for state-owned enterprises), but also a non-profit organization (consumer cooperative or fund) can be declared bankrupt; some cooperatives (production) are commercial organizations, others (consumer) are non-profit, although consumer societies are actively engaged in entrepreneurial activities.

At the same time, it should be recognized that such a division of legal entities is a fundamental step that is of paramount importance in the systematization of all legal entities as participants in civil legal relations.

In paragraph 2 of Art. 50 of the Civil Code contains an exhaustive list of commercial organizations. These include:

1) business partnership:

a) general partnership;

b) limited partnership (limited partnership);

2) economic company:

a) limited liability company

b) an additional liability company;

c) joint stock company

d) production cooperative (artel)

e) state (municipal) unitary enterprise

Let us consider in more detail the commercial activities of a legal entity.

Business partnerships

Business partnerships in Russian law are understood as contractual associations of several persons for the joint conduct of entrepreneurial activities under a common name.

Business partnerships can be created in the form of a general partnership and a limited partnership (partnership in limited partnership) (clause 2, article 66 of the Civil Code of the Russian Federation).

A business partnership, the participants of which jointly and severally bear subsidiary (additional) liability for its obligations with all their property, is called a general partnership. It arises on the basis of an agreement between several participants (general partners), which can only be entrepreneurs - individual or collective.

A feature of a general partnership is that the entrepreneurial activity of its participants is recognized as the activity of the partnership itself, and if there is a lack of partnership property to pay off its debts, creditors have the right to demand satisfaction from the personal property of any of the participants or from all full partners (clause 1, article 69 of the Civil Code of the Russian Federation) . The liability of general partners for the debts of the partnership with personal property, in turn, leads to two important consequences.

Firstly, it makes it superfluous to make any special demands on the joint capital of the partnership, because the property of each of the comrades becomes the most important guarantee for the repayment of possible debts. Therefore, the law does not require a partnership to have a mandatory minimum of property, although it must have and in fact always has a certain share capital.

Secondly, it explains the importance of the mandatory indication in the company name of a full partnership of the names (or company names) of its participants (clause 3, article 69 of the Civil Code). Based on this indication, the counterparties of the partnership will also evaluate its potential solvency, taking into account the solvency of individual partners. Therefore, the partnership indicates in its business name the names (or business names) of all or the most wealthy participants, adding the words "and company, general partnership."

The only founding document of a full partnership is the memorandum of association (Article 70 of the Civil Code of the Russian Federation). In managing the affairs of a partnership, each participant usually has one vote, unless the memorandum of association provides otherwise: for example, the dependence of the number of votes of a participant on the size of his property contribution. Therefore, in resolving issues of the activities of a full partnership, the unanimity of all its participants is necessary, if the constituent agreement does not provide for cases when the decision is made by a majority vote of comrades (clause 1, article 70 of the Civil Code of the Russian Federation).

Participants in a general partnership may also agree in the memorandum of association on joint business activities (if there is a unanimous decision of all participants to complete each partnership transaction) or entrust it to one or more more experienced and reputable participants (clause 1, article 72 of the Civil Code of the Russian Federation). The memorandum of association contains information on the size and composition of the share capital, which provides information on the size of the share of each employee and the procedure for its payment.

A kind of general partnership can be considered a limited partnership. A business partnership consisting of two categories of participants: general partners (complementary partners), jointly and severally bearing subsidiary liability for its obligations with their property, and fellow contributors (limited partners) who are not liable for the obligations of the enterprise, is called a limited partnership (or limited partnership).

The position of participants in a limited partnership with full responsibility is determined according to the general rules on general partnerships and their participants (clause 2, article 82 of the Civil Code of the Russian Federation). Accordingly, limited partners are excluded from entrepreneurial activities and management of partnership affairs, and retain only the right to receive income from their contribution, and therefore they are forced to trust general partners in terms of the appropriateness of using these contributions. Hence the traditional Russian name "kommandites" - a partnership on faith (Article 82 of the Civil Code of the Russian Federation).

The only constituent document of a limited partnership, as well as a general partnership, is a constituent agreement drawn up and signed only by participants with full civil liability.

A limited partnership is preserved if it has at least one general partner and one contributor (clause 1, article 86 of the Civil Code of the Russian Federation), and if all its contributors leave, then the general partners have the right to either decide on liquidation or transform into a full partnership. These rules do not, therefore, preclude the participation in such a partnership of a "company of one person" as a general partner, and the natural person who created it - as a contributor.

Upon liquidation of a partnership on faith, investors have a priority right over general partners to receive their contributions from the property remaining after the satisfaction of other creditors of the partnership, and if after that the partnership retains the balance of property, they participate in its distribution on an equal basis with general partners (clause 2 article 86 of the Civil Code of the Russian Federation).

Similarly to a general partnership, the company name of a limited partnership must contain the names (names) of all or at least one general partner (in the latter case - with the addition of the words - "... and the company"). The inclusion of the name of the contributor in the firm name of a partnership on faith automatically leads to its transformation into a full partner in the sense of unlimited and joint liability with one's personal property for the partnership's debts (clause 4, article 82 of the Civil Code).

The advantages of a partnership include ease of organization: the absence of special management bodies does not require the development of a charter, all issues of functioning are stipulated in the memorandum of association. The disadvantages should be considered the strict liability of general partners with personal property for the debts of the partnership.

Economic companies.

Limited liability companies.

Business companies are organizations created by one or more persons by combining (separating) their property for doing business.

A limited liability company is a company established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; participants of a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions (clause 1, article 87 of the Civil Code of the Russian Federation).

LLC is one of the most commonly used forms today, and for small businesses, the most common form. There are about one and a half million registered limited liability companies in Russia.

The law allows a company participant to pay the due share in the authorized capital within a certain time, and not immediately. In this case, the participants who have not fully contributed to the authorized capital of the company shall be jointly and severally liable for its obligations.

Since 2009, the constituent agreement has been excluded from the number of constituent documents. The procedure for exiting participants from the society has been significantly revised, as well as many other points. At the same time, the charter does not provide for the reflection in the charter of information about the size, ownership and nominal value of shares in the company's authorized capital, which eliminates the need to amend the charter with each change in the structure of the company's charter capital.

A participant in an LLC can withdraw from the company regardless of the consent of other participants and at the same time withdraw his share from the property of the company (Article 94 of the Civil Code of the Russian Federation). The procedure and terms for the issuance of the property or cash equivalent attributable to its share should be determined by the constituent documents of the company itself.

An LLC can be established by one person who becomes its sole member. An LLC cannot have another economic company consisting of one person as the sole participant.

The number of participants in an LLC should not exceed fifty. If the number of participants exceeds the specified limit, the LLC must be transformed into an OJSC or a production cooperative within a year.

The supreme body of a limited liability company is the meeting of its participants, which has exclusive competence in resolving some of the main issues of the society's life (Article 91 of the Civil Code of the Russian Federation). The executive bodies of the company have "residual competence", i.e. has the right to resolve all issues of management and activities of the company that are not referred to the exclusive competence of the general meeting.

A variety of limited liability companies is a company with additional liability (in Russia there are about eight hundred such companies), differing only in that if its property is insufficient to satisfy the requirements of creditors, the participants in such a company can be held additionally liable with property belonging to them personally, and in a joint and several manner (Article 95 of the Civil Code of the Russian Federation). However, the amount of this liability is limited: it does not concern all of their property, which is typical for general partners, but only part of it - the same for all participants in a multiple of the amount of their contributions.

From this point of view, this society occupies, as it were, an intermediate position between societies and partnerships.

The advantages of a limited liability company for those who create it in the Russian Federation are the opportunity for participants to take a direct part in the business activities of the company; lack of liability for the obligations of the company (as a general rule) and risk limited by the limits of the accepted share in the capital.

joint-stock companies.

A joint-stock company is a commercial organization formed by one or more persons who are not liable for its obligations, with an authorized capital divided into shares, the rights to which are certified by securities - shares.

In modern Russia, a joint-stock company is the most common form for organizations of large and medium-sized businesses, and large businesses often exist in the form of open joint-stock companies, medium-sized businesses in the form of closed joint-stock companies.

The main characteristics of modern Russian joint-stock companies are the division of capital into shares and limited liability.

In accordance with Article 97 of the Civil Code of the Russian Federation, joint-stock companies are divided into two types: an open joint-stock company and a closed joint-stock company.

Open Joint Stock Companies. The authorized capital of the company is made up of the nominal value of the shares of the company acquired by the shareholders. The minimum authorized capital is one hundred thousand rubles. The authorized capital can be contributed both in cash and in property, property rights, or other rights having a monetary value.

The term of activity is not limited, unless otherwise provided by the Charter of the Company. The supreme management body in the OJSC is the General Meeting of Shareholders of the Company. The exclusive competence of the General Meeting is established by the Law (Article 48 of the Federal Law of December 26, 1995 N 208-FZ On Joint Stock Companies).

The management of the current activities of the company is carried out by the sole executive body of the company (for example, the General Director) or the sole executive body of the company and the collegial executive body of the company (for example, director and directorate or board). The executive bodies of the company are accountable to the general meeting of participants in the company and the board of directors (supervisory board) of the company.

The Company shall be liable for its obligations with all its property. The Company is not liable for the obligations of its shareholders. If the insolvency (bankruptcy) of the company is caused by the actions (inaction) of its shareholders or other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, then these participants or other persons, in the event of insufficient property of the company, may be assigned a subsidiary responsibility for his obligations.

The constituent document of JSC is the Charter. The company's articles of association must state:

full and abbreviated corporate name of the company; information about the location of the company; type of company (open or closed); the number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company; rights of shareholders - owners of shares of each category (type); information about the structure and competence of the management bodies of the company and the procedure for making decisions by them; the procedure for preparing and holding a general meeting of shareholders, including a list of issues on which decisions are made by the management bodies of the company by a qualified majority of votes or unanimously; information on the size of the authorized capital of the company; information about branches and representative offices of the company; information on the amount of the dividend and (or) the value paid upon liquidation of the company (liquidation value) on preferred shares of each type; information on the procedure for converting preferred securities.

An open joint-stock company has the right to be transformed into a limited liability company or a production cooperative in compliance with the requirements established for these organizational and legal forms. The Company, by unanimous decision of all shareholders, has the right to be transformed into a non-profit partnership.

An open joint stock company is a form of doing a fairly large business. This is due both to the fact that it is easier to attract large capitals, and to the fact that the form of reporting is rather complicated. Also, there is a need to hold meetings of shareholders, and in the case when there are hundreds and thousands of shareholders, this may create some difficulties in ensuring all formalities. It is convenient to choose such an organizational and legal form when conducting a large business.

Closed Joint Stock Companies. CJSC is a fairly common form of doing business in the Russian Federation, however, less popular than limited liability companies. In addition to purely legal differences, there are also economic ones. Today, if we proceed from the legislation on joint-stock companies, then the legal support of a CJSC actually requires more effort than the support of an LLC, and, consequently, more financial costs than an LLC. First of all, this is due to the fact that a CJSC has a register of shareholders and the need to maintain it, as well as the need for initial registration of the issue of shares (in addition to registering the company itself). In a joint-stock company, a shareholder can only sell shares. A shareholder may demand the purchase of shares by the company only in cases strictly defined by law.

production cooperatives.

A production cooperative is a voluntary association of citizens (individuals) on the basis of membership, created for joint economic activity, which is based on personal labor participation and the association of property contributions. At the same time, members of such a cooperative bear additional responsibility for its debts in case of a shortage of property of the cooperative itself within the limits established by law and the charter of the legal entity.

A production cooperative is one of the rare forms of doing business in Russia today. This is due to the fact that the cooperative is more an association of personal labor contributions than capital. And the subsidiary liability (ie, additional) of the members of the cooperative for the obligations of the cooperative also does not allow this organizational and legal form to spread throughout the vastness of the Russian Federation.

The current legislation makes it possible for legal entities to participate in a production cooperative (clause 1 of article 107 of the Civil Code of the Russian Federation), primarily commercial organizations that are able to ensure the making of significant property contributions to establish the material and financial position of cooperatives. However, the participation in them of non-profit organizations (charitable and other foundations, consumer cooperatives), as well as individuals who make only property contributions, but are not involved in personal labor activity, is not excluded. At the same time, their participation in a production cooperative should be limited so as not to turn it into an economic society. The number of members of a cooperative cannot be less than five.

It should be noted the responsibilities of the members of the cooperative. They are as follows: make a share contribution; participate in the activities of the cooperative by personal labor or by making an additional share contribution, the minimum amount of which is determined by the charter of the cooperative; comply with the internal regulations established for members of the cooperative, taking personal labor participation in the activities of the cooperative; bear subsidiary liability for the debts of the cooperative provided for by this Federal Law and the charter of the cooperative.

The charter of the cooperative is its only founding document, and the main requirements for its content are provided for in clause 2 of article 108 of the Civil Code of the Russian Federation, which highlights the conditions for the payment of share and other contributions (in particular, the entrance fee), including for "financial participants", on the labor participation of members of the cooperative in its activities; on the amount of subsidiary liability of members of the cooperative for the debts of the latter (usually a multiple of a share contribution or equity participation).

Members of a production cooperative have the right to participate in the management of its affairs, and receive part of the profit, a liquidation quota (the balance of property distributed among the members of the cooperative after its liquidation and satisfaction of creditors' claims); free exit from the cooperative with the receipt of its share; transfer of a share or part thereof to other persons.

The production cooperative is the sole owner of its property. The division of its property into shares does not lead to the creation of common shared ownership, but is only a way of determining the amount of possible claims of a cooperative member to this commercial organization in the event of its withdrawal. In a production cooperative, a unit (authorized) fund, a reserve (insurance) fund, as well as indivisible funds (funds to be divided among the members of the cooperative only in the event of its liquidation, after satisfaction of creditors' claims) and other funds are necessarily formed.

The system of cooperative bodies consists of a general meeting of its members (supreme body), a supervisory board and executive bodies: the board and (or) the chairman (clause 1 of article 110 of the Civil Code). Mandatory for cooperatives is the principle of staffing its bodies only from among the members.

A specific feature of the legal status of a cooperative is that a member of a certain cooperative is both its employee and its owner. At the same time, subsidiary liability helps to ensure the stability of the cooperative's property base.

State and municipal enterprises.

Another type of commercial organizations are state and municipal enterprises. The specificity of these subjects of civil law lies in the fact that their property is respectively in state or municipal ownership and belongs to such an enterprise on the right of economic management or operational management (clause 1 of article 113 of the Civil Code). Therefore, they are the only type of commercial legal entities that do not have the right of ownership to their property, but a secondary right in rem. Thus, a state (municipal) enterprise is a legal entity established by the state or a local government for entrepreneurial purposes or for the purpose of producing especially significant goods (work or services), whose property is state (municipal) property.

The constituent documents of state and municipal enterprises are the charter.

Unlike other entrepreneurial legal entities, the management bodies of state and municipal enterprises, as a rule, are of a sole nature. The enterprise is headed by a manager who is appointed to the position and dismissed by the owner or a body authorized by the owner (clause 4 of article 113 of the Civil Code).

There are unitary enterprises based on the right of economic management and unitary enterprises based on the right of operational management.

Unitary enterprises based on the right of economic management are created by decision of an authorized state body or local government body and exist at the expense of self-generated profits. At the same time, the owner of the property of an enterprise based on the right of economic management is not liable for the obligations of such an enterprise, except in cases of subsidiary liability for the obligations of a legal entity that went bankrupt as a result of its instructions.

Prior to the state registration of a unitary enterprise based on the right of economic management, its owner is obliged to pay the authorized capital in full. Consequently, the phased formation of the statutory fund for unitary enterprises, unlike other commercial organizations, is not allowed.

The legal status of a unitary enterprise based on the right of operational management (federal state enterprise) is very specific. On the one hand, a state-owned enterprise is created to produce products (perform work, provide services) and, therefore, carry out commercial activities. On the other hand, it can carry out its economic activities at the expense of budgetary funds allocated by the federal treasury. Thus, the legal capacity of the executed enterprise occupies an intermediate position between the legal capacity of a commercial and non-commercial organization, i.e. such a legal entity can be loosely characterized as an "entrepreneurial institution".

A unitary enterprise based on the right of operational management is created by a special decision of the Government of the Russian Federation on the basis of federally owned property (clause 1, article 115 of the Civil Code).

A new form of legal entity - economic partnership.

In April 2011, it became known that the Government was going to introduce a new organizational and legal form of a legal entity - an economic partnership operating on the basis of a share principle. Experts have an ambivalent attitude to the idea: on the one hand, economic partnerships will add freedom to young innovative companies, on the other hand, this may lead to additional disputes in legal civil law.

According to the draft law, a business partnership is a commercial organization established by two or more persons, in the management of which the partners who have contributed their share take part. The contribution can be not only monetary, but also in the form of property and intangible assets. Creation of a partnership by reorganizing an existing legal entity (merger, division, separation, transformation) is not allowed.

In addition, state bodies and local governments cannot act as partnership participants, and the number of equity holders should not exceed 50 people. Otherwise, the partnership must be transformed into a joint-stock company within a year. If the number of participants in an economic partnership is reduced to one person, it must be liquidated.

As conceived by the initiators of the law, the new legal form should appeal to investors. "Partners are not liable for the obligations of the partnership and bear the risk of losses associated with the activities of the partnership, within the amount of their contributions," the document says. The management of the activities of the economic partnership is carried out in proportion to the shares in the share capital of the partnership.

“The adoption of the draft law on economic partnership will add degrees of freedom to young innovative companies,” says Vasily Markov, manager of Deloitte's tax practice. However, the introduction of a new organizational and legal form may require additional clarifications of tax legislation. “For example, in the currently existing wording of the bill in economic partnerships, it is possible to distribute profits disproportionately to ownership shares. At the same time, tax legislation defines dividends as a distribution of profits proportional to ownership shares. Therefore, questions may arise regarding the interpretation of the distribution of profits of economic partnerships in tax legal relations,” Markov explains.

A source familiar with the document believes that the use of the form of economic partnership may be of interest to any business that rests on specific people, be it a consulting company, a law practice or a dental office. “The ability to introduce flexible forms of business management, profit distribution, exit and entry into the business is what the existing forms of LLC and CJSC lack,” he says.

Jan Gritans, Director General of ACG MEF-Audit, on the contrary, considers economic partnerships and investment partnerships (another legal form that is being discussed in the government) as absolutely useless new legal structures. In his opinion, they can lead to additional disputes in legal civil law. “The number and forms of legal entities have already been stipulated in the first part of the Civil Code of the Russian Federation and special federal laws. The introduction of derivative elements of the symbiosis of a simple partnership and business partnerships, which are practically in essence business partnerships and investment partnerships, is an extra ground for discussions that can be decided in courts, and the interpretation and introduction of new sections of substantive law will only complicate the life of lawyers and judges, "- he warns.

Yevgeny Arbuzov, partner at the Art de Lex Center for the Protection of Entrepreneurs and Investors, explains that economic partnerships are similar in form to Western Limited liability companies (LLCs). As a rule, they are in demand by small companies managed by agreement of the parties. At the moment, the closest analogue of an LLC in Russia is an LLC and a limited partnership. “Initially, it was assumed that the possibilities of investment mechanisms would be expanded - they would be attractive and understandable for foreign investors,” he explains the strategy of the authorities. However, in principle, one could choose another way - to change the Russian organizational and legal forms and make them more flexible and close to foreign investors.

Civil Code of the Russian Federation. Part one. Section 1. Article 48.

A commercial organization is an organization whose main activity is aimed at making a profit, which is distributed among all participants.

Commercial structures are defined in a strict organizational and legal form.

general characteristics

Each participant, also referred to as the founder, has certain rights, he can:

take part in the affairs of the organization;
receive any information of interest to him about the activities of the enterprise;
take part in the distribution of income;
claim your share of the property in time.

Such organizations are characterized by the following functional features:

the presence of own or rented property;
pooling the capitals of participants in order to increase and grow financial profits;
combining the knowledge and experience of the participants.

All types of commercial structures have these characteristics, with the exception of they differ significantly in their organizational base.

Their main activity is trade, namely the sale of goods and services. At the same time, they are often engaged in providing all the necessary material resources, and also carry out trade and intermediary activities. Commercial firms are not directly involved in the production of the goods themselves; entrepreneurial organizations are characterized by this function.

The main goal of a commercial organization is to make a profit.

To achieve this goal, legal entities are engaged in the production of products that meet demand, able to compete in the market for goods and services. For the same purpose, they provide their participants with favorable conditions for productive activities.

The tasks that such a legal entity sets itself. a person are determined by the amount of financial resources available and at their disposal, the interests of the owner and other factors.

Classification

According to the degree of responsibility and organizational and legal form, all commercial structures are divided into four main types, each of which, in turn, is further divided into several groups:

Business partnerships (the authorized capital consists of the contributions of the founders, who are fully responsible for the property of the organization).
Business companies (the authorized capital consists of contributions from the founders who do not bear full responsibility for the property).
(association of participants on a voluntary basis).
Unitary enterprises (created by the state, do not have the right to own property, the authorized capital is budgetary funds).

Business partnerships have a distinctive feature - all members are responsible and risk for all property that belongs to the organization.

There are two types:

- assumes full responsibility of all members;
– not all participants are fully responsible.

Any partnership is built on the basis of the trust of the participants, each of which risks not only their contributions. Without a trusting relationship, no such association can exist.

Participants in a business partnership bear responsibility and risk only in the amount of their personal contribution. Their types:

limited liability company - LLC (the capital is divided into contributions of participants who do not take a personal part in the affairs);
company with additional liability (capital consists of shares of participants who bear additional liability for the debts of the enterprise in the amount of their own contribution);
joint-stock companies - joint-stock companies (capital consists of shares, shareholders are not responsible for property, but risk within their own shares).

Joint stock companies are currently the most popular form of existence of commercial organizations. They are open and closed:

CJSC (JSC) distribute shares within their organization among the founders.
OJSC (PJSC) distributes shares by means of public subscription.

For information on which organizational and legal forms are best suited for business, see the following video:

Financial resources

The creation of such organizations is carried out at the expense of funds authorized capital, which is formed from the contributions of the founders and participants.

The financial sources of commercial firms in the course of their activities are:

Revenue from services, goods and works. Its increase is an indicator of the financial growth of the enterprise. Growth in revenue occurs as a result of an increase in the volume of products or services, as well as due to an increase in tariffs.
Sale of property. For various reasons, an organization may sell its equipment.
Cash savings, this includes reserve savings.
Income not related to revenue, non-operating income, provision of funds for a certain period of time at interest. This may include interest on deposits, loans, credits, rental income, fines and penalties received as a result of joint activities with other companies.
Income from participation in the financial market.
Funds from the budget. For example, in the form of subsidies, investments, payment for government orders.
Proceeds from parent companies.
A small percentage of monetary sources are gratuitous receipts.

Most of the finance is formed by sales proceeds, and budget revenues have a relatively small percentage.

Constituent documents

Any legal entity performs its functions on the basis of constituent documents. Each type of commercial organization has its own set of documents, it depends on the legal form.

The constituent documentation contains information about the name of the enterprise, its location and the procedure for managing activities. These three components characterize and identify a legal entity.

The main documents are considered and. A limited liability company and a unitary enterprise operate on the basis of the charter, but include other types of documentation:

certificate of state registration;
certificate of tax registration;
memorandum of association (agreement of participants on the creation of this company);
agreement on the rights of founders;
list of founders;
protocols, decisions, orders, etc.

Joint-stock companies perform their functions on the basis of the same documents, to which the register of shareholders is added instead of the list of founders.

Particular attention is paid to the method and conditions of storage of documentation, this is paid close attention during audits. And not surprisingly, its loss deprives a legal entity of its legal capacity. An official must be responsible for the safety of documents - usually this is the general director or special substructures - the department of documentation support, for example.

Documents are stored in sealed safes and metal cabinets and are issued strictly against receipt.

The terms of storage of documentation are established by regulatory legal acts, according to which each document has its own statute of limitations. The only exceptions are some papers that should be kept forever.

The law categorically prohibits the destruction of documents with an unexpired statute of limitations, as well as the storage of those whose expiration date has already expired. This entails administrative responsibility.

Differences from non-profit organizations

There are two types of legal entities in the Russian Federation. These are commercial and. If the result of the activity of the company is not to generate income, then it is called non-profit.

While there is some similarity, these forms differ significantly in goals and objectives and not only in them. The first and most important difference is in the goals. The purpose of commercial legal entities is to make a profit and improve the livelihoods of their founders. Nonprofits act in other interests. Their tasks are associated with a socially useful good and are aimed at solving socially significant problems.

In addition to this main difference, there are a number of others:

Income distribution. If in a commercial firm the profit is distributed among the participants, and the other part goes to the development of their own enterprise, then in a non-commercial business the situation is somewhat different. In them, finances are used to achieve the goals prescribed in the charter.
Produced product. The end product of commercial associations is an individual product that is in demand in the market. Non-profit firms are interested in producing a product for the public good.
Employees. Non-profit companies assume the presence in the state of persons acting on a voluntary basis.
Financial sources. Financial receipts in non-profit structures are divided into external (state funds) and internal (membership fees, income from deposits, and others).
Control. The activities of commercial firms are governed by the behavior and demand of customers. Non-profit organizations do not operate on the basis of market relations; they are focused on a socially useful product. They are between market and non-market relations.
Rights. Commercial organizations do not have strict restrictions on their rights; they can carry out any activity permitted by law aimed at making a profit. Whereas non-profit structures act in strict accordance with the statutory goals within their framework.
Registration authority. Commercial firms are registered with the tax authorities, and non-profit firms with the Ministry of Justice.

What are commercial and non-profit organizations?

Commercial and non-profit organizations, in fact, are legal entities, thus subdivided depending on the purpose of creation. The first ones aim at making profit from commercial activities and distributing it among the participants of the enterprise. The latter can also be engaged in entrepreneurship, however, in this case, the profit is spent on the purposes for which the legal entity was created and therefore cannot be distributed among its participants.

The activities of non-profit organizations are usually aimed at achieving social, educational, charitable, scientific and cultural goals, developing sports and meeting other needs of citizens.

Commercial and non-profit organizations. Forms.

The list of forms (types) of commercial organizations is exhaustive and is enshrined in the Civil Code of Russia. These include:

Business partnerships and companies. They are commercial organizations, the authorized capital of which is divided into contributions of participants.

Economic partnerships are created in the form of a full partnership, as well as limited partnerships. Members of the partnership have the right to participate in the activities of the organization. The profit is divided proportionally to the shares. All participants in a general partnership are equal. They risk their property. A limited partnership is understood as a partnership in which, in addition to participants carrying out activities aimed at making profit on behalf of the partnership, liable for the obligations of the partnership with their own property, there is at least one who risks property, within the amount of the contribution and does not take part in the implementation of entrepreneurship .

production cooperatives.

Commercial organizations, which are associations of citizens on a voluntary basis, functioning for the purpose of joint production and other economic activities on the basis of membership. The property is formed at the expense of the shares of the members of the cooperative.

The list of non-profit organizations may be supplemented. Non-profit organizations are created in the form of: religious and public associations and organizations, consumer cooperatives, institutions, non-profit partnerships, associations and unions, foundations, etc.

The activities of non-profit organizations are limited (by the charter and memorandum of association), it is directly prescribed in them and cannot go beyond.

Commercial and non-profit organizations are considered established from the moment of the state. registration. At the same time, non-profit organizations operate without limitation of terms of activity and subsequent re-registration is not required.

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