Message organizational legal forms. Organizational and legal forms of enterprises in the Russian Federation

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

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What is meant by the 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. Such an expression, he thinks, refers to large enterprises that have some special status. But we can talk about the usual LLC. So what is it?

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

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

For example, in an LLC or JSC, a general meeting of owners manages the business. Management issues are decided by the CEO - within the framework of the powers that are defined in the law and the 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 specified during its creation.

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

Before registering a company, the founders decide whether it is created for 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 us analyze into what organizational and legal forms the law divides organizations.

What organizational forms are non-profit

1. consumer cooperative. This is a voluntary association of people and their property for the implementation of joint projects. They are quite common: for example, these are GSK, ZhSK, OVS.
2. Public and religious organizations. They are an association of citizens in order to satisfy spiritual or other needs that are not related to the financial side of 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 useful goals: educational, charitable, cultural and others.
4. Association of property owners. TSN is based on an association of owners of apartments, dachas, land plots, and other real estate, which TSN members jointly use.
5. Associations (unions). They are created to achieve the common goals of citizens or legal entities.
6. institutions. The owner chooses such a form for the implementation of non-commercial functions, and he also finances the organization. At the same time, an institution is the only type of non-profit organization that has property on the basis of 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 peoples of the Russian Federation.

Organizational and legal forms of commercial enterprises: what is it

Commercial forms:

1. Business partnerships. There are both general partnerships and faith-based ones. They differ from each other in the degree of responsibility of the participants. The form is not very popular.
2. production cooperatives. This is a voluntary association of citizens based on membership and share contributions.
3. Business partnerships. Their work is regulated by a separate. A very rare form.
4. Peasant economy. An enterprise that has such an organizational and legal form is an association of citizens for agriculture. It is based on their personal participation in business and property contributions.
5. Economic companies. This is the most popular option for commercial organizations. They are 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), the IP has its 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 business activities,
• bring profit.

The capital of 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. LLC can be quickly created. This form requires less maintenance costs than AO.

What are the main features of AO

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

What are the pros and cons of IP

The main advantages of the IP status:

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

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

How to choose a form of enterprise for your business

Before choosing the organizational and legal form for his enterprise, the manager needs to answer the following questions:

1. How will the company be financed - will it require an investor?
2. Are there any plans to hire staff?
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?

If we are talking about the most common types of business, then entrepreneurs most often choose between the status of an individual entrepreneur and an LLC:

1. IP registration is faster and easier, and fines are much less. 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 (with the exception of cases of subsidiary liability, which are provided for in the law - for example, in case of bankruptcy). But you will have to pay maximum fines, and maintaining an LLC requires funds.

The type of business organization you choose depends on:

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

The most important feature of the classification of an economic entity in a market economy is the division of an economic entity on the basis of the organizational and legal forms of enterprises, which are regulated by the state through the Civil Code of the Russian Federation (CC RF).

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

A commercial organization pursues profit as the main goal of its activities. A non-profit organization does not pursue profit as the main goal of its activities, and if it makes a profit, then it is not distributed among the participants of the organization (Fig. 2.2).

Rice. 2.2. The structure of organizational and legal forms of organizations

Table 2.1. definitions of organizational and legal forms are formulated.

Table 2.1.

Structure of organizational and legal forms

Business partnerships

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

A partnership is recognized as full, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property (Article 69 of the Civil Code of the Russian Federation).

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

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

The memorandum of association of a general partnership shall contain information that is common to all legal entities, as well as information that reflects the specifics of the general partnership. The first group of information includes: the procedure for joint activities to create a partnership; conditions for the transfer of his property to him and participation in his activities; location; address and others. To the second group: the size and composition of the share capital; the size of the shares of each of the participants in the share capital; provisions on the responsibility of participants for violation of obligations to make contributions and others.

A feature of a general partnership is that for its formation it is necessary to have a share capital. It is necessary, firstly, in order for a general partnership to be registered, since the existence of such a condition is directly provided for by the current regulations on the procedure for registering legal entities. The share capital performs the role of authorized capital and amounts to at least 100 minimum monthly wages. Secondly, the share capital of a general partnership forms its property base, without which the entrepreneurial activity of the partnership is impossible or will be difficult. Thirdly, the share capital plays the role of a guarantee for creditors, that is, those persons who enter into various property relations with a general partnership, concluding agreements with it. Therefore, in case of non-fulfillment of its obligations, the collection of debts will be directed primarily to property in the form of share capital, which is assigned to the general partnership as a legal entity. Fourthly, the presence of share capital is necessary so that the participants have clear guidelines for the distribution of profits and losses, since they are divided in proportion to the share of each of the participants in the share capital.

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

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

Internal relations in partnership

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

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

A general partnership has the status of a legal entity, therefore it is considered by law as a single subject of business and other legal relations. Legal entities acquire civil rights and assume civil obligations through their bodies. As for the general partnership, these functions are performed by its participants, since special management bodies are not formed in the partnership. On behalf of a general partnership, when concluding transactions, each of the participants may act separately, unless the constituent documents establish that its participants conduct business jointly, or the conduct of business is entrusted to one or several participants. Depending on the way in which the case is handled, there are different legal consequences.

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

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

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

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

Termination of a partnership

The termination of a partnership can be due to various reasons. It terminates its activities after the expiration of the term, if it was created for a certain period. Also, the action of the partnership is terminated if the purpose for which it was created is achieved. The partnership will cease to operate due to the inappropriateness of further business activities. This requires the general consent of all participants. A general partnership can be transformed into a limited partnership, or into a business company, or into a production cooperative. From the moment of transformation, it ceases to be valid.

A general partnership is liquidated if one of the partners left the membership, or died, or was declared incompetent (clause 21, article 76 of the Civil Code of the Russian Federation). However, even if these circumstances occur, the partnership may continue its work if the founding agreement expressly provides for such a possibility. A general partnership is subject to liquidation when the only participant remains in it, as well as on general grounds: by a court decision in the event of carrying out activities without an appropriate permit (license), when it is required, due to the recognition of the partnership as bankrupt, and others.

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

Faith partnership is a contractual association. The main document that regulates relations in a partnership is the memorandum of association. The legislation states that the memorandum of association is signed only by general partners, which is why they manage the affairs of the partnership. Depositors are not entitled to influence the management of cases in any way, to challenge the correctness of the management decisions made in court. The main duty of the investor is the timely contribution to the share capital. The fact of making a contribution is confirmed by a special document - a certificate of participation. This document confirms not only that the contribution has been made, but also that the person is a partner in a limited partnership as a limited partner.

Investors bear not only obligations, but also have rights. Since a limited partnership is a commercial organization, they are entitled to receive a part of the profit due to them for a share in the share capital. They also have the right to supervise the business activities by reviewing the annual accounts and balance sheets of the partnership. In addition, they have the right to withdraw from the partnership at the end of the financial year and receive their contribution. It follows from this that they do not have the right to receive a share in the property upon exit, in contrast to general partners.

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

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

Limited and additional liability companies

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

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

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

This should also include another limitation that exists in the legislation: an LLC cannot be established by a business company consisting of one person.

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

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

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

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

The authorized capital of an LLC must not be less than the amount of 100 minimum wages established by the legislation of the Russian Federation as of the date of submission of constituent documents for registration. The law requires that at the time of registration of an LLC, at least 50% of the authorized capital must be paid up. The rest is paid by the participants during the first year of work. Failure to pay the authorized capital on time entails various negative legal consequences both for the LLC as a whole and for its individual participants.

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

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

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

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

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

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

The following issues are assigned to the exclusive competence of the general meeting by legislation: changing the charter of the company, as well as the size of the authorized capital; formation of other governing bodies of the company; resolving issues of reorganization and liquidation of the company and others.

Issues related to the competence of the general meeting are determined by legislative acts. Members of the company when drawing up the charter must follow the requirements of the law.

The management bodies of the company can be both collegiate and sole. The General Assembly is a collegiate body. The quantitative composition of the executive bodies is determined by the charter of the company. From Art. 91 of the Civil Code of the Russian Federation it follows that the sole management body can be elected both from among the members of the company and from third parties. The legal status of the sole executive body is determined along with civil legislation, and also by labor legislation: an employment agreement (contract) must be concluded with the director (president, etc.). The employment agreement-contract defines the rights and obligations of the director, the duration of the contract, incentives and liability for misconduct committed in the performance of labor duties, additional grounds for his dismissal. The procedure for concluding an employment contract and its termination is regulated by Art. 15 - 40, 254 of the Code of Labor Laws of the Russian Federation (Labor Code of the Russian Federation). In addition, civil law defines the conditions of activity and the responsibility of the person acting on behalf of the organization, and in many cases such a person is the head. He must act in the interests of the company he represents in good faith and reasonably, and is obliged, at the request of the founders, to compensate for the losses of the company, unless otherwise provided by law or contract.

Termination of activities of a limited liability company

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

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

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

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

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

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

Additional Liability Company (ALC) – a commercial organization, the participants of which, unlike LLC, jointly and severally bear subsidiary liability for its obligations in the amount of a multiple of the value of their contributions to the authorized capital.

An additional liability company has a number of common features and features, in comparison with an LLC. What these societies have in common is:

An additional liability company may be established by one or more persons;

The authorized capital of the ALC is also divided into shares, the amount of which is determined by the constituent documents.

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

Joint stock companies

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

Joint-stock company - a commercial organization with an authorized capital divided into a certain number of equal shares, the rights to which are fixed in securities - shares.

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

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

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

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

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

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

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

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

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

Dividends – part of the net profit of the company, paid to the shareholder according to the number of shares owned by him.

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

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

Types of joint-stock companies

Legislation defines two types of joint stock companies: an open joint stock company (OJSC) and a closed joint stock company (CJSC).

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

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

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

The procedure for creating a joint-stock company

A joint-stock company may be created by founding anew and by reorganizing an existing legal entity. For example, as a result of the transformation of a production cooperative or a limited liability company into a joint-stock company.

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

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

However, it is not enough just to decide on the creation of a society. A joint stock company is considered established as a legal entity from the moment of its state registration. It is from this moment that the society acquires the right to carry out entrepreneurial activities.

The founders of the company may be citizens and (or) legal entities.

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

Production cooperative

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

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

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

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

Competence – a set of rights and obligations that the management body of a legal entity has to solve the problems facing it.

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

changing the charter of the cooperative;

formation of other governing bodies;

admission and exclusion from members of the cooperative and others.

Exclusive competence is a competence that can only be exercised by the supreme management body of a legal entity.

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

State and municipal unitary enterprises

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

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

Right of economic management- the right of an enterprise (state or municipal) to own, use and dispose of property, but within certain limits, which are established by the Civil Code of the Russian Federation.

The enterprise is not entitled to dispose of immovable property without the consent of the owner: sell, lease it, give it as a pledge. Real estate means: land plots and everything that is closely connected with land: buildings, structures. The company has the right to dispose of the rest of the property independently, at its own discretion.

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

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

Non-Profit Organizations – legal entities whose purpose is to meet the social, cultural and other non-material needs of citizens.

The legal status of non-profit organizations is determined by the Civil Code of the Russian Federation and special legislation on various types of non-profit organizations.

More specifically, 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 50 of the Civil Code of the Russian Federation and Clause 1, Article 2 of the Law of the Russian Federation “On Non-Commercial Organizations” ").

Legal entities related to non-profit organizations are formed in the form of consumer cooperatives, public or religious organizations, charitable and other foundations.

consumer cooperative

consumer cooperative- a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, which is carried out by combining property contributions by its members. Consumer cooperatives by the nature of their activities are very diverse: housing construction, garage, gardening and others. Members of a consumer cooperative, as well as a production cooperative, may be minors who have reached the age of 16 years.

At present, the Law of the Russian Federation “On Agricultural Cooperatives” has been adopted and is in force, where there are articles that determine the status and procedure for the work of consumer cooperatives in rural areas. Consumer cooperatives, like other non-profit organizations, have the right to engage in entrepreneurial activities, but the income received, unlike other non-profit organizations, is distributed among the members of the cooperative. consumer cooperative- an association of persons on the basis of membership in order to meet their own needs for goods and services, the initial property, which consists of share contributions. Citizens who have reached the age of 16 and legal entities can be shareholders of a consumer cooperative. Participants in consumer cooperatives can be both citizens and legal entities, and the presence of at least one citizen is mandatory, otherwise the cooperative will turn into an association of legal entities.

Consumer cooperatives include: housing-construction, dacha-building, garage-building, housing, dacha, garage, gardening cooperatives, as well as homeowners' associations and some other cooperatives

Consumer cooperatives have a number of distinctive features:

A consumer cooperative is created and operates to meet the material and other needs of its members;

A cooperative may carry out certain types of entrepreneurial activities, the income from which may be distributed among the members of the cooperative or go to other needs determined by its general meeting.

A consumer cooperative is created and operates on the basis of the following principles:

Voluntary entry into the consumer society and exit from it;

Mandatory payment of entrance and share fees;

Democratic management of the consumer society (one shareholder - one vote, mandatory accountability to the general meeting of the consumer society of other management bodies, control bodies, free participation of the shareholder in the elected bodies of the consumer society);

Mutual assistance and provision by shareholders participating in the economic or other activities of a consumer cooperative, economic benefits;

Limitations on the amount of cooperative payments (cooperative payments are a part of the income of a consumer cooperative distributed among shareholders in proportion to their participation in the economic activities of a consumer cooperative or their share contributions, unless otherwise provided by the charter of a consumer cooperative);

Availability of information about the activities of the consumer society for all shareholders;

The widest involvement of women in participation in management and control bodies;

Concerns about raising the cultural level of shareholders.

The only constituent document of a consumer cooperative is its charter, which is approved by the supreme body - the general meeting of members of the cooperative. The name of a consumer cooperative must contain an indication of the main purpose of the cooperative, as well as the word "cooperative" or the words "consumer society" or "consumer union".

The property of a consumer cooperative belongs to it by the right of ownership, and the shareholders retain only rights of obligation to this property. A consumer cooperative is liable for its obligations with its property; it is not liable for the obligations of shareholders. The losses of the cooperative are covered by additional contributions.

Funds

Funds are created by citizens or citizens and legal entities jointly, or only by legal entities. As a non-profit organization, the foundation aims to meet non-material needs. For example, consumer protection funds can be created. The Fund may use the property assigned to it only to achieve the goals specified in the charter. The property belongs to him by right of ownership. This includes not only the property that the foundation acquires as a result of its activities, but also the property transferred to it by the founders. Foundations, like other non-profit organizations, can engage in entrepreneurship. In this case, the fund is subject to the general rules that determine the procedure for the entrepreneurial activities of non-commercial legal entities. To carry out entrepreneurial activities, funds create business companies or take part in them (for example, they act as shareholders of an open or closed company, establish limited liability companies, etc.). However, charitable foundations have the right to participate in economic companies only as their sole members (Article 12 of the Law on Charitable Activities).

One of the peculiarities of the foundation's legal status is that the foundation is obliged to publish annual reports on the use of its property. Internal control over the work of the fund is carried out by the Board of Trustees, which operates on a voluntary basis. It is created on the basis of the charter approved by the founders of the fund.

It is necessary to note the features of the process of liquidation of the fund. It can be liquidated only on the basis of a court decision. To make such a decision, the application of interested parties is necessary. This is, firstly, and, secondly, there must be grounds that are directly provided for in the law: if the fund's property is not enough to fulfill its goals and the probability of obtaining such property is illusory; if the fund deviates in its activities from the goals specified in the charter, and others (Article 119 of the Civil Code of the Russian Federation). Other grounds for the liquidation of the fund must be expressly stated in the law. In accordance with Art. 65 of the Civil Code of the Russian Federation, a fund may be recognized by a court decision as insolvent (bankrupt) on a general basis.

Institutions

A legal entity created by the owner for the purpose of performing non-commercial functions is recognized as such. It is fully or partially funded by the owner. Institutions are government bodies, law enforcement agencies (police, tax police), educational institutions (schools, academies, universities) and others. In other words, with the help of institutions, management functions are implemented and general educational services are provided.

The institution's rights to property are rather limited. It (property) is assigned to the institution on the basis of the right of operational management. What is the essence of the right of operational management, you already know. For its obligations, the institution is liable only in cash, but in no case in property. If the institution does not have sufficient funds to pay off debts, then the owner should come to his aid as an additional (subsidiary defendant).

The constituent document of the institution is the charter, which is approved by the owner of the property. The name of the institution indicates the owner of the property and the nature of the activities of the institution.

According to the legislation, non-profit organizations can be created in other organizational and legal forms. These can be non-profit partnerships, autonomous non-profit organizations. Religious organizations are also classified as non-profit organizations by law. The procedure for the creation and operation of religious organizations is established by special legal acts of the Russian Federation.

In conclusion, we note that a thorough knowledge of the legislation on commercial and non-profit organizations creates conditions not only for the qualified activities of entrepreneurs, but is also an integral part of any activity of a citizen.

Organizational and legal forms of non-profit organizations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Another way to control the activities of the company's executive bodies is an independent audit. Such an audit may 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 business publicly, because here it serves as an additional confirmation of the correctness of the company's published documents.

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

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

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

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

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

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

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

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

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

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

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

Institutions are the only type of non-profit organization that is not the owner of its property. The number of institutions includes a large number of various non-profit organizations: state and municipal authorities, institutions of education and enlightenment, culture and sports, social protection, etc.

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

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

The organizational and legal form of an LLC is the most common way of organizing economic activity in the non-state sector of the economy. In our article, we will consider the general provisions of an LLC and provide guidance on registration issues.

The legal status of business partnerships and companies: a business company is ...

In accordance with the wording of the law "On Amendments to Chapter 4 of Part One of the Civil Code of the Russian Federation" dated 05.05.2014 No. 99-FZ paragraph 2 of Ch. 4 of the Civil Code of the Russian Federation is now referred to as "Commercial corporate organizations". These include partnerships (associations of persons - a participant has 1 vote when voting) and companies (capital associations - the number of votes is proportional to participation in the capital). Some differences between these types of legal entities are shown in the table.

Organizational and legal form of an LLC: what OKOPF, OKVED codes can it have (examples of definition)

Each organization, upon establishment, indicates in the application submitted to the Federal Tax Service the OKVED codes according to the types of economic activities that the company intends to carry out (for the choice of these codes, see the article Codes of the types of activities of LLCs in 2016 - classifier). So the organization determines OKVED for itself.

The code of the organizational legal form is also known in advance - OKOPF, for an LLC it is 1 23 00.

What applies to the title and statutory documents of an LLC: a list and links to samples

As a rule, in relation to the documents of a legal entity, the term "title documents" is not used, we are talking about constituent documents.

The only founding document of an LLC is the charter in accordance with Art. 52 of the Civil Code of the Russian Federation (if the company has not joined the model charter in accordance with Article 12 of Law No. 14-FZ). Information on the content and samples of charters in different versions is in our materials: We draw up a charter with the Board of Directors for an LLC - sample 2016, An example of a charter for an LLC with one founder in 2016.

About what else is included list of documents for LLC and its registration, you can find out from the article What documents are needed to open an LLC in 2015? , the algorithm of actions for the establishment of a company - in the material Registration of an LLC independently in 2016 (step by step instructions).

So, LLC is the organizational and legal form of a corporate organization designed to pool capital. It is quite flexible, since a participant can be 1 person and his powers can be defined quite broadly.

3.3. Organizational and legal forms of enterprises in the Russian Federation

Organizational and legal form is a form of business organization, fixed in a legal way. It defines responsibility for obligations, the right to deal on behalf of the enterprise, the management structure and other features of the economic activity of enterprises. The system of organizational and legal forms used in Russia is reflected in the Civil Code of the Russian Federation, as well as in the regulations arising from it. It includes two forms of unincorporated entrepreneurship, seven types of commercial organizations and seven types of non-profit organizations.

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

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

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

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

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

General partners carry out entrepreneurial activities on behalf of the partnership and are fully and jointly and severally liable for obligations with all their property;

Investors make contributions to the property of the partnership and bear the risk of losses associated with the activities of the partnership within the limits of the amounts of contributions to the property.

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

Limited Liability Company (LLC) – an organization created by agreement between legal entities and citizens by combining their contributions for the purpose of carrying out economic activities. Mandatory personal participation of members in the affairs of the LLC is not required. Members of an LLC are not liable for its obligations and bear the risk of losses associated with the activities of the LLC to the extent of the value of their contributions. The number of participants in an LLC should not be ^1 be more than 50.

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

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

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

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

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

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