How to determine the organizational legal form of the institution. Legal form of an enterprise, organization

Not commercial organizations are created for other purposes and do not pursue profit as the main goal of their activities. Such goals, as a rule, include: social, cultural, educational, spiritual, charitable and other types of goals. Non-profit organizations have the right to engage in entrepreneurial activities only if this activity is aimed at achieving the goals of the organization.

Properties of business partnerships and companies

Business partnerships and companies are recognized as corporate commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). The property created at the expense of the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activity, belongs to the business partnership or company by the right of ownership. As a rule, the scope of rights and responsibilities of the organization's participants is determined in proportion to their shares in the authorized capital.

In addition to the general features presented above, there are fundamental differences between business partnerships and companies.

Member Responsibility . The participants in the partnership are liable for its debts with all their property, which may be levied. The participants of the company are not liable for the debts of the company and are liable for its obligations within the limits of their shares.

List of participants . You can only become a member of a partnership individual entrepreneurs or commercial organizations. Members of a business partnership can be both organizations and individuals.

Change of membership . In economic societies, this is much easier. Any participant can leave the company or sell his share, while the company continues to function.

To withdraw from the partnership, it is required to declare this at least 6 months before the withdrawal. In case of withdrawal, the participant is paid the value of his share in the property of the partnership, unless otherwise provided by the constituent agreement. Upon withdrawal of any of the participants, the partnership ceases to operate, unless otherwise provided by the founding agreement or agreement of the remaining participants.

Organization of activities . The partnership is run by the members themselves. The organization of the company's activities is carried out through its management bodies. For a company, the main constituent document is the charter, for a partnership it is an agreement.

Types of business partnerships

The types of business partnerships include: general partnership and limited partnership.

General partnership- a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, on behalf of the partnership, are engaged in entrepreneurial activities and are liable for the obligations of the organization with their property.

Please note that a participant in a general partnership that is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. A participant who has left the partnership shall be liable for the obligations of the partnership that arose before the moment of his withdrawal, on an equal basis with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

A general partnership requires a minimum of two members, each of whom can only be a member of one partnership. Profit allocated to dividends is distributed among general partners in proportion to their shares in the share capital.

We can safely say that participation in a general partnership implies too high a responsibility for its participants. Any wrong decision threatens with serious consequences, even if you have already left the composition of its participants.

Faith partnership(limited partnership) - a partnership in which, along with participants engaged in entrepreneurial activities on behalf of the partnership and liable for the obligations of the partnership with their property (general partners), there are one or more participants - investors (limited partners) who bear the risk of losses associated with the activity partnerships, within the limits of the amounts of contributions made by them and do not take part in the implementation by the partnership entrepreneurial activity.

As we noted earlier, only individual entrepreneurs or commercial organizations can be general partners. While both legal entities and citizens can act as contributors. To form a limited partnership, at least one general partner and one contributor are required, their maximum amount not limited.

Profit allocated to dividends is distributed among general partners and investors in proportion to their shares in the share capital. First of all, dividends are paid to depositors, however, the amount of dividend per unit of contribution for general partners cannot be higher than for depositors.

Thus, business partnerships can attract a significant amount of capital, since the composition of its participants is unlimited. The joint and several subsidiary liability of its participants is an advantage for creditors, but creates high risks of doing business. The management of a general or limited partnership requires high level trust and agreement on major issues, otherwise the management of the organization will be difficult.

Currently, business partnerships are used extremely rarely. The principles of creation and management of business partnerships are described in the Civil Code of the Russian Federation, Articles 66-86.

Types of business companies

Economic companies are one of the main forms of business organization in Russia. These include: society limited liability, an additional liability company and a joint-stock company.

Limited Liability Company(LLC) - a legal entity established by one or more persons, the authorized capital of which is divided into certain shares (the amount of which is established founding documents). Members of an LLC bear the risk of loss only to the extent of the value of their contributions.

In practice, LLC is the most popular form of business organization in Russia, largely because it avoids the main disadvantages of partnerships. First, the liability for the obligations of the organization is limited by the size of its authorized capital. Secondly, the process of leaving society is easier. At the same time, the former participant may not only sell his share, but also demand payment of the value of a part of the property corresponding to his share in the authorized capital, if this is provided for by the charter. Accordingly, if the value of the property of the LLC has increased, then the participant leaving it will receive not only his initial contribution, but also an increased share in the property.

In addition, an LLC is characterized by the fact that operational management in a company (unlike partnerships) is transferred to an executive body, which is appointed by the founders either from their own number or from among other persons. Members of the company retain the rights to strategic management society. These measures reduce differences of opinion in the management of the organization.

Limited Liability Companies Federal Law No. 14 and Articles 87-94 of the Civil Code of the Russian Federation are regulated. In one of the previous articles, we examined one of the forms of business management without education legal entity. In our opinion, an individual entrepreneur, along with an LLC, is one of the the best forms to start a business.

Additional Liability Company(ODO) - a company whose authorized capital is divided into shares determined by the constituent documents. ALC participants bear subsidiary (full) liability for its obligations with their property in the same multiple for all to the value of their contributions to the authorized capital. For example, the authorized capital of an ALC is 50 thousand rubles. The charter determines that the company bears an additional five-fold liability. This means that if the property of the company is insufficient, creditors can receive up to 250 thousand rubles from participants.

In practice, an additional liability company was rarely met, therefore, in 2014 they were abolished. Previously created ALCs are subject to the provisions of the Civil Code governing the activities of LLCs, with the exception of liability for obligations.

Joint-Stock Company(JSC) is a company whose authorized capital is divided into a certain number of shares; participants joint-stock company(shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company within the value of their shares.

It should be noted that previously joint-stock companies were usually divided into open and closed. However, since 2014, new designations have been introduced: public joint stock company(PJSC) and non-public joint-stock company(AO).

A public joint-stock company is a joint-stock company whose shares can be freely traded on the market. A non-public JSC is a joint-stock company whose shares are distributed only among the founders or a predetermined circle of persons. In addition to the above, there are several other differences between PAO and JSC.

1. Authorized capital . Minimum size the authorized capital for PJSCs is higher than for JSCs and amounts to 100 thousand rubles. For a non-public company, its size is 10 thousand rubles.
2. Acquisition of shares by shareholders . Shareholders of a joint-stock company are provided with the right of pre-emption to buy shares of the company from other shareholders. PJSC shareholders acquire new shares on a general basis.
3. Publication of statements . A public joint stock company is obliged to publish annual reports on the official resources of the company. Correctness of reporting is checked audit companies. This requirement is necessary to understand financial condition business by investors. A non-public joint-stock company, as a rule, may not disclose its own financial statements.

The activity of joint-stock companies is one of the most strictly regulated by law. Among the main laws, articles 96-104 of the Civil Code of the Russian Federation, as well as Federal Law No. 208 "On Joint Stock Companies" can be distinguished. In one of the following articles, we will compare joint-stock companies and limited liability companies in more detail.

So, we see that business companies provide entrepreneurs with a wider range of opportunities not only in raising funds, but also in managing the company. Joint-stock companies and limited liability companies allow founders and investors to limit their losses in case of problems with the company, while still providing ample opportunities to generate income.

Production cooperatives and unitary enterprises

Production cooperative(artel) - a voluntary association of citizens on the basis of membership for a joint production or other economic activity based on personal labor participation and association by its members of property share contributions. Charter production cooperative the participation of legal entities in its activities may also be envisaged. The minimum number of members to form a cooperative is five.

Members of a production cooperative bear subsidiary responsibility and are divided into those who take and those who do not take personal labor participation in the activities of the PC. The profit of the cooperative is distributed among its members in accordance with their labor participation and contributions to the share fund of the cooperative. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors are distributed in the same manner.

The minimum size of the share fund of a production cooperative is not established by law. However, at least 10% of their share contributions, members of the cooperative are required to pay before state registration cooperative, and the rest - within one year from the date of registration. Contributions to a mutual fund may be made in cash, securities, other property, intangible assets.

One of the main advantages of production cooperatives is tax optimization: you can switch from a general to a simplified taxation system with any number of PC members, as well as reduce the amount of insurance premiums paid and increase salaries for employees. Other advantages are: an unlimited number of members, equal rights in management, etc.

But there are also disadvantages, among them: the subsidiary liability of PC members, the pooling of labor contributions, not capital, which can create problems in determining the real contribution of each participant, especially for a complex commercial structure.

Issues of the legal status and features of the PC are regulated by Article 106 of the Civil Code of the Russian Federation, as well as federal law No. 41-FZ "On production cooperatives".

unitary enterprise- a commercial organization that is not endowed with the right of ownership of the property assigned to the owner. The property of a unitary enterprise is indivisible and cannot be distributed by contribution (shares, shares), including among the employees of the enterprise. In the form of unitary enterprises, only state and municipal enterprises who are liable for their obligations with all their property, but are not liable for the obligations of the owner of his property.

State (state) enterprise - a unitary enterprise based on the right of operational management and created on the basis of property that is in federal (state) ownership. A state-owned enterprise is created by decision of the Government Russian Federation.

municipal enterprise - a unitary enterprise based on the right of economic management and created on the basis of state or municipal property. Created by decision of the authorized state body or body local government.

The right of economic management is the right of an enterprise to own, use and dispose of the property of the owner within the limits established by law or other legal acts. The right of operational management is the right of an enterprise to own, use and dispose of the property of the owner assigned to it within the limits established by law, in accordance with the goals of its activities, the tasks of the owner and the purpose of the property.

The right of economic management is wider than the right of operational management, i.e. an enterprise operating on the basis of the right of economic management has greater independence in management. The legal status of unitary enterprises is determined by Articles 113-114 of the Civil Code of the Russian Federation and Federal Law No. 161-FZ “On State and Municipal Unitary Enterprises”.

This concludes our consideration of the forms of commercial organizations in Russia. Next, let's talk about non-profit organizations and doing business without forming a legal entity.

Non-Profit Organizations

As said before non-profit organizations, firstly, do not pursue profit as the main goal of their activities. And, secondly, they do not distribute the profit (if it was nevertheless received) between the participants. In Russia, there are quite a few different forms of NGOs, let's consider the main ones.

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, carried out by combining its members with property shares. Provides two types of membership: member of the cooperative (with the right to vote); associate member (has the right to vote only in certain cases provided for by law).

Fund- an organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The right to engage in entrepreneurial activities to achieve their goals (including through the creation of economic companies and participation in them).

institution- an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part. This is the only type of non-profit organizations that have property on the basis of the right of operational management.

Association (union)- a voluntary association of legal entities established in order to coordinate business activities and protect their property interests. Association members retain their independence and have the right to join other associations.

There are other types public organizations: public and charity organisations, non-commercial partnership, religious organizations, etc. All these organizations are created either to achieve "lofty" goals, or to protect and coordinate the activities of citizens and organizations.

A complete list of non-profit organizations is presented in Art. 123 of the Civil Code of the Russian Federation.

Business without formation of a legal entity

There are two types of entrepreneurial activity without forming a legal entity: individual entrepreneurs and simple partnerships.

Individual entrepreneur(IP) - an individual registered in the manner prescribed by law and carrying out entrepreneurial activities without forming a legal entity, while having many of the rights of legal entities. Sole proprietorship has a lot of advantages, especially for start-up entrepreneurs: the sole proprietorship registration procedure is faster and easier, simplified reporting is possible, liability and fines are much lower, and much more. We discussed the pros and cons of IP in more detail in previous articles.

simple partnership is a form of activity carried out by persons who undertake to act jointly without creating a legal entity in order to achieve a specific goal that does not contradict the law. The only parties to a partnership can be commercial companies and individual entrepreneurs.

In order to carry out joint activities, partners make contributions in the form of: property, property rights, Money, valuable papers; skills, knowledge, business connections, business reputation etc. The amount and type of contribution made by each comrade is determined by the specific goals of joint activities, the capabilities of each of the comrades and their agreements among themselves.

A simple partnership, for all the complexity of its application, is a unique tool that allows not only to combine several companies with the goal of achieving a joint result, but also to be flexible enough to regulate the tax consequences of the activities of each of the partners. This type of organizational and legal form is regulated by Chapter 55 of the Civil Code of the Russian Federation.

Thus, we have considered all organizational and legal forms of enterprises in Russia. They differ in the goals of creation, responsibility for obligations, opportunities for attracting investments, etc. Below is a summary table for all types of organizations in Russia. And in one of the following articles we will talk about foreign forms of doing business.

Table of organizational and legal forms of enterprises

Useful resources:

The main organizational and legal forms are defined by the articles of the Civil Code of the Russian Federation. There are two groups of organizations: commercial and non-commercial. Commercial organizations are those whose main purpose is to make a profit. Non-profit organizations include organizations that are called upon to solve social, public, religious and other tasks.

Commercial organizations are divided into four groups: business companies, business partnerships, production cooperatives and state and municipal unitary enterprises (see Figure 1.1). Business companies include joint-stock companies, limited liability companies and additional liability companies.

Fig.1.1. Organizational and legal forms

A joint-stock company is “a commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the rights of the company's participants (shareholders) in relation to the company”. Shareholders are not liable for the obligations of the company and bear the risk of losses associated with its activities, within the value of their shares. Joint-stock companies can be created both open, in which shares are distributed on the basis of free subscription in the media, and closed, in which shares are distributed between the participants of the company.

A limited liability company is an organization founded 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 .

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

Business partnerships include: general partnership, limited partnership. A general partnership is a partnership, the participants (general partners) of which, in accordance with the concluded agreements, are engaged in joint entrepreneurial activities on behalf of the partnership. The share capital of the company consists of shares, the amount of which is determined by agreements. General partners are obliged to participate in the activities of the partnership and jointly and severally bear subsidiary liability with their property for the obligations of the partnership. Profits and losses are distributed in proportion to the shares of participants.

A limited partnership (limited partnership) is a partnership in which, along with general partners who carry out entrepreneurial activities on its behalf and are liable for its obligations with their property, there are one or more participants - investors (limited partners) who bear the risk of losses associated with activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the implementation of entrepreneurial activities by the partnership. The profit is distributed in accordance with the amount of the share capital belonging to the participant.

A production cooperative is a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor or other participation and the association of property shares by its members. Members of production cooperatives bear joint and several subsidiary liability. The property of the cooperative is divided into shares in accordance with the charter of the cooperative.

State and municipal unitary enterprises are organizations created by state (local) authorities.

In practice, a unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. The property belongs to the state or municipal government, is indivisible and cannot be distributed among deposits, including between employees of the enterprise, and is in the operational management of the enterprise.

1.4. Products of organizations (enterprises), its types and features. Indicators and meters of the composition and volume of products

The composition of the organization's (enterprise's) products is determined using two indicators: nomenclature and assortment. Nomenclature - this is a list of products combined into homogeneous groups, each of which includes products of the same name (TVs, video cameras, personal computers and so on.). Range - this is a list of products grouped, each of which contains products of the same name, brand, model, size. The nomenclature and assortment are an integral part of the plan for the production and sale of products. In addition to the characteristics of the products themselves, for each item, the following is indicated: the quantity of products, the complexity of manufacturing and the total cost of a unit of production, the selling price.

To determine the generalized and estimated indicators of the organization (enterprise) activity, a system of volumetric indicators is intended. When calculating these indicators, indicators of the volume of production and volume of production are distinguished. Under production volume refers to the valuation of costs for the production of products, regardless of the place of their production. Under production volume is understood as the valuation of the volume of production, taking into account only the own costs of a given organization (enterprise). The volume of production does not include the costs incurred in the previous stages of the production process. The volume of production should not include the cost of raw materials, materials, purchased components, fuel, energy.

In practice, three indicators of production volume are used:

commercial products,

sold products (sales volume, sales proceeds, sales volume),

gross output.

Marketable products- these are fully manufactured (tested and packaged) final products, semi-finished products intended for sale to other organizations (enterprises), services for own capital construction, services of an industrial nature. A sign of marketable products is the degree of its readiness.

Sold products- this is the commercial product that is sent to the consumer, the customer and paid for by him. It should be noted that the concept of sold products from an economic and accounting point of view is somewhat different, since from the latter point of view, the fact of sale is often considered to be the fact of shipment of products. Sold products may differ from marketable products by the amount of change in balances finished products in the warehouse of the organization (enterprise), finished products that are in the process of transportation, as well as changes in the volume of products unpaid by the consumer.

where is the volume of sold products;

- the volume of commercial products manufactured for a certain period of time;

. - change in the balance of commercial products in the warehouse of the organization;

- change in commercial products that are in the process of transportation to the consumer or customer;

- change in the balance of unpaid products.

- in the absence of residues (for example, bakery products). Ideal, but with long manufacturing cycles this is physically impossible.

Gross output- this is a cost estimate of the costs of an organization (enterprise) for the production of products for a certain period of time. Gross output differs from commodity output by the amount of work in progress, i.e., the valuation of products at various stages technological process.

where - gross output;

- the volume of marketable products;

– change in the volume of work in progress.

Work in progress is production that is at any stage of the technological process of production.

Gross output is the oldest and most obsolete indicator. IN market conditions it should be used only within a separate organization (enterprise) when calculating the need for personnel, a preliminary assessment of the compliance of the volume of work for a certain period of time with throughput.

The most important volume indicator in market conditions is sold products, since its volume depends, on the one hand, on many internal factors, and, on the other hand, has a significant impact on the amount of profit. Main internal factors that affect the volume of sold products are: the correctness of the formation of the range of products, the competitiveness of products, the reasonable price and cost policies of the organization (enterprise), the perfection of the technical, technological and material base, the progressiveness of the forms and methods of organization and management used, marketing research, etc. . P.

To calculate any volume indicator, you need to know the amount of production and the volume meter.

where is the volume index;

- the number of types of products;

- quantity i- that product;

- volume meter.

In practice, the following volume meters are used:

1. natural - any physical meter (quantity in pieces, meters, tons) is used only for the production of one type of product.

2. Labor meters , these include the labor intensity of the product and the basic wages of production workers. These meters are used only within the organization. The disadvantage is that the complexity does not take into account the complexity of the work performed. Wages do not have this disadvantage.

3. Cost meters : price, total cost, value added by processing.

Price is the only measure of the volume of products sold. Full cost - includes all the costs of the organization for the production and sale of products and is used within the organization. Processing value added is an indicator that takes into account only the newly created value of a given organization, i.e. her own expenses.

Each of the listed meters has its purpose and scope.

1.5. Quality and competitiveness of products: concept, indicators and evaluation methods

Product quality- this is a set of product properties that determine its suitability to satisfy certain needs in accordance with the purpose (GOST 15467-79). According to international standard ISO 8402.1994, quality is defined as a set of characteristics of an object (activity or process, product, service, etc.) related to its ability.

Estimated indicators quantitatively characterize those properties,
which form the quality of products as an object of production
and consumption or exploitation. They are used to standardize
quality requirements, assessment of the technical level in the development of standards, quality checks during control, testing and certification. Estimated indicators are divided into functional, resource-saving and environmental.

Functional indicators characterize the properties that determine the functional suitability of products to meet specified needs. Oki combine indicators of functional suitability, reliability (reliability, maintainability, durability, reproducibility, storability), ergonomics (hygienic, anthropometric, physiological, psychological) and aesthetics (form rationality, composition integrity, production excellence).

Resource-saving indicators characterize the properties of products that determine the level of resources spent during its creation and use. The group of resource-saving indicators includes subgroups of manufacturability and resource consumption indicators.

Environmental indicators of product quality characterize its properties associated with exposure to humans and environment. They are combined into two groups of indicators - safety and environmental friendliness.

Quality Level- This relative indicator, which characterizes the result of comparing the quality indicators of a new product with the quality indicators of a product similar in terms of functional indicators.

Where i– quality indicator index;

– quality factor i-th parameter;

- weight coefficient.

where - value i-th quality indicator of a new product;

Meaning i-th quality index of the base product.

Competitiveness- this is the ability of a product to find its consumer, provided that the market is saturated with similar products.

When evaluating the competitiveness of a product, it should be compared with a similar product available on the market for its functional purpose, therefore, the indicator is relative.

The essence and correlation of the concepts of "enterprise", "organization". The enterprise as an object and subject of law.

The term " organization"used in two meanings:

a stable association of people interacting with each other to achieve their goals with the help of material, legal, economic and other conditions;

management function, the purpose of which is to create an association or coordinate the actions of its members.

The hallmarks of an organization are:

The presence of at least one goal that unites the members of the organization. The officially declared goal gives meaning to the existence of the enterprise and determines the main direction of its activities. One of the main goals of any commercial organization is to make a profit;

isolation consists in the closedness of internal processes and the presence of boundaries separating this organization from external environment. Borders can be both material - in the form of walls and fences, and intangible - in the form of prohibitions, restrictions, rules;

The division of labor implies that the members of the organization perform various functions;

· existence of communications between elements of the organization promotes ensuring their mutual support. The links between the elements of the organization are economic, technological, informational, social and managerial;

Self-regulation is the ability of an organization to independently resolve issues of internal life, taking into account the prevailing situation and external instructions. This activity implemented by an external center, the purpose of which is to coordinate the efforts and work of people to achieve the integrity of the organization;

· organizational culture- this is a system of values, symbols, patterns of behavior and beliefs that determine the nature of the relationship and the line of behavior of employees both within the enterprise and at the external level.

Entrepreneurial activity organizationally acts in the form of an enterprise. An entrepreneur, combining resources (labor, land, capital) in one production process, creates an enterprise (firm). (In foreign literature, the concept of “firm” is usually used, in Soviet and Russian economic literature the concept of “enterprise” is more common. Although in the exact meaning of the word, an enterprise is an organization that is engaged in one type of activity and performs certain functions for the production of goods and services, and a firm is understood as an organization that is characterized by different kinds activity or which is an association of enterprises, nevertheless the terms "firm" and "enterprise" are often used interchangeably.)

Company- this is a separate, independent cell of the economy, where the combination of factors of production takes place for the manufacture of products and the provision of services in order to make a profit. According to the definition of the Law "On Enterprises and Entrepreneurial Activity", "An enterprise is an independent economic entity created ... for the production of products, the performance of work and the provision of services in order to meet public needs and make a profit."

The characteristics of the enterprise are:

Technical and production isolation. Every enterprise is a technologically interconnected complex material factors production and the corresponding team of workers, united by the presence of a private division and cooperation of labor;

The presence of organizational unity, structural design. Internal structure firms are hierarchical, i.e. in the process of managing the company, subordination and balance of functions are observed, strict adherence to certain rules by the participants production process which become essential distinguishing features of the enterprise;

Economic isolation, which implies: isolation of the circulation of resources, self-sufficiency and self-financing of the reproduction process, independence in making economic decisions, economic responsibility, the presence of a specific economic interest.

From a legal point of view, a business is independent business entity acting as legal entity, the signs of which, according to the Civil Code of the Russian Federation (Article 48), are:

The presence of separate property, which may be in ownership, economic management or operational management;

Independent property liability, i.e. the enterprise is liable for its obligations with the property it has;

Independent performance in civil circulation on its own behalf, which 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 defendant in court."

At the same time, the same term is used to refer to a certain type of objects of law. In this sense, the enterprise is a production farm. a complex, the property of which is completely separated from the property of the organization, i.e. a basic component of an organization's infrastructure. An organization (company) in a foreign interpretation may include several enterprises engaged in entrepreneurial activities.

The main organizational and legal forms used in the Russian Federation.

In countries with developed market economy there are the most Various types and types of companies, reflecting various forms and methods of attracting and using capital, doing business.

All this diversity is usually classified according to a number of criteria:

types of economic activity;

Forms of ownership

a quantitative criterion;

in terms of value and location.

In addition, one of the most important classification features is the organizational and legal form of companies.

Organizational and legal forms of enterprises- these are historically established and legally defined forms of conducting production, economic, commercial and financial activities, differing in ownership rights, sources of financing and responsibility of the owners of the company. In a testimonial legal form includes the procedure for its registration and liquidation.

The organizational and legal forms of business structures operating in Russia are established by the Civil Code of the Russian Federation, Part I.

At present, the Civil Code of the Russian Federation enshrines the right to existence of various organizational and legal forms commercial organizations having the rights of legal entities (Article 50).

Legal entities that are commercial organizations have the main goal of their activities to make a profit, while non-profit organizations do not set such a goal ( consumer cooperatives, public or religious organizations, charitable foundations financed by the owner of the institution and other forms provided by law).

In accordance with civil code RF in Russia can be created the following organizational forms commercial enterprises: business partnerships and companies, production cooperatives, state and municipal unitary enterprises.
Business partnerships and companies:

general partnership;

limited partnership (limited partnership);

a limited liability company,

company with additional liability;

· joint-stock company (open and closed).

Complete a partnership is called, the participants of which (general partners) are engaged in entrepreneurial activity and are liable with their property. Profits and losses of a full partnership are distributed among its participants in proportion to their shares in the total, share capital.

Limited partnership (limited partnership) A partnership is called a partnership in which, along with general partners, there are one or more participants-contributors (limited partners) who bear the risk of loss only within the limits of the amounts they have contributed and do not take part in the entrepreneurial activities of this partnership. Limited partners receive a part of the profits of the partnership due to their share in the share capital.

IN limited liability company its participants bear the risk of losses only to the extent of the value of their contributions.

IN additional liability company its participants are liable in the same for all multiples of the value of their contributions. In case of bankruptcy of one of the participants, its liability is distributed among the others in proportion to their contributions.

Joint-Stock Company- a company whose authorized capital is divided into a certain number of shares. Shareholders bear the risk of loss only to the extent of the value of their shares.

public corporation has the right to conduct an open subscription and sale of shares issued by it.

Closed Joint Stock Company A joint-stock company is called, the shares of which are distributed only among its founders.

production cooperatives. This is a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor or other participation and the association of its members (participants) of property shares. Members of a production cooperative bear subsidiary liability for its obligations. The profit of the cooperative is distributed among its members in accordance with their labor participation. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors are distributed in the same manner.

The organizational and legal form of the enterprise fixes the property and the nature of its use, from which it subsequently follows legal status organizations.

Thus, the organizational and legal forms of enterprises determine the legal status and nature of entrepreneurial activity.

In our country, there is a classifier of organizational and legal forms (OKOPF), according to which each form is assigned a digital code.

Classification and types of organizational and legal forms

Depending on the nature of the enterprise, OPF can be divided into:

• commercial organizations (enterprises);
• non-profit organizations;
• organizations without forming a legal entity;
• state and municipal organizations;
• state and unitary enterprises.

At present, there are four types of organizational and legal forms for enterprises conducting commercial activities:

1. partnerships;
2. society;
3. joint-stock companies;
4. unitary enterprises.

For non-profit organizations:

• consumer cooperatives;
• public associations, movements and organizations;
• foundations and non-profit partnerships;
• partnerships (gardening, country, homeowners);
• associations and unions;
• non-profit autonomous organizations.

For enterprises that do not form a legal entity, the following types of OPF are provided:

• PIF - mutual investment funds;
• simple partnerships;
• branches, representative offices;
• individual entrepreneurship;
• farming (peasant) farms.

Criteria for choosing an organizational and legal form

In addition to the nature of the main activity of the enterprise, a number of other factors also influence the choice of organizational and legal form. Among the most significant are:

• organizational and technical;
• social and economic.

In the first case, the choice of form is carried out based on the number of founders and their characteristics, the scope of commercial activity, the nature and novelty of the product being produced, in the second - the volume start-up capital and personal characteristics of both the entrepreneur and his team.

In addition, the choice of the form of the enterprise is limited by the current legislation. So, for example, commercial organizations that have the status of a legal entity have the opportunity to be created only in the form of a partnership of any type, a company (limited liability, open, closed type).

The scale of the enterprise is also important. So, for small enterprises of small, medium-sized businesses, it is optimal to make a choice in favor of a closed joint-stock company. In this case, the sale of shares is carried out only within a narrow circle of people, as a rule, the founders of the company. An open type of company implies the possibility of selling shares to a wide range of persons. This type of legal form is beneficial for a large-scale enterprise with a wide branch network, for example, large banks in the country.

Also, when choosing a form of enterprise, the size of the authorized capital is also important. So for CJSC it is 100 units of the minimum wage, for OJSC - 1000 units of the minimum wage.

Business entities include any legal entities, as well as organizations operating without forming a legal entity, and individual entrepreneurs.

The organizational and legal form is understood as a way of fixing and using property by an economic entity and its legal status and business objectives arising from this.

Based on the goals of entrepreneurial activity, business entities that are legal entities are divided into organizations that pursue profit making as the main goal of their activities (commercial organizations) or do not have profit making as such a goal and do not distribute profits among participants (non-profit organizations) .

The Civil Code of the Russian Federation defines the types of organizational and legal forms of enterprises. On fig. 1.1 presents the structure of organizational and legal forms.

Rice. 1.1.

The description and definitions of organizational and legal forms will be presented in the form of table 1.1.

Table 1.1. The structure of organizational and legal forms provided for by the Civil Code of the Russian Federation

Name of OPF	Short title	Definition
Commercial organizations	Organizations whose main goal is to make a profit and distribute it among the participants
Business partnerships	Commercial organizations in which contributions to the share capital are divided into shares of the founders
General partnership		A partnership whose participants (general partners) on behalf of the partnership are engaged in entrepreneurial activities and are liable for its obligations not only with their contributions to the share capital of the PT, but also with their property
Faith partnership		A partnership in which, along with general partners, there is at least one participant of a different type - a contributor (limited partner), who does not participate in entrepreneurial activities and bears risk only within the limits of his contribution to the share capital of TNV
Business companies	Commercial organizations in which contributions to the authorized capital are divided into shares of the founders
Limited Liability Company		Economical society whose participants are not liable for its obligations and bear the risk only within the limits of their contributions to the charter capital of LLC
Additional Liability Company		A business company, the participants of which jointly and severally bear subsidiary (full) liability for its obligations with their property in the same multiple for all of the value of their contributions to the authorized capital of the ALC
public corporation		A business company, the authorized capital of which is divided into a certain number of shares, the owners of which can alienate their part without the consent of other shareholders. Shareholders bear risk only to the extent of the value of their shares
Closed Joint Stock Company		A joint-stock company whose shares are distributed only among its founders or other predetermined circle of persons. JSC shareholders have preemptive right acquisition of shares sold by its other shareholders. Shareholders bear risk only to the extent of the value of their shares
Subsidiary business company* (subtype of business company, not OPF)		A business company is recognized as a subsidiary if the decisions it makes, due to one circumstance or another, are determined by another business company or partnership (predominant participation in the authorized capital, according to an agreement or otherwise)
Dependent economic company (a subtype of a business company, not an OPF)		A business company is recognized as dependent if another company has more than 20% of the voting shares of a joint-stock company or more than 20% of the authorized capital of a limited liability company (LLC)
Production cooperatives	Voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and association by its members of property share contributions (to the cooperative's share fund)
Agricultural artel (collective farm)		A cooperative created for the production of agricultural products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (has the right to vote only in certain cases provided for by law)
Fishing artel (collective farm)		A cooperative established for the production of fish products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (the right to vote is vested only in certain cases provided for by law)
Cooperative farm (koopkhoz)		A cooperative created by the heads of peasant farms and (or) citizens leading personal subsidiary farms, for joint activities in the production of agricultural products based on personal labor participation and the combination of their property shares (land plots of peasant farms and private household plots remain in their ownership)
Unitary enterprises	A unitary enterprise is recognized as an enterprise that is not endowed with the right of ownership of the property assigned to it by the owner. Only state and municipal enterprises can be unitary
State (state) enterprise		A unitary enterprise based on the right of operational management and created on the basis of property that is in federal (state) ownership. A state-owned enterprise is created by decision of the Government of the Russian Federation
municipal enterprise		A unitary enterprise based on the right of economic management and created on the basis of state or municipal property. It is created by decision of the authorized state body or local self-government body
Peasant (farm) economy*		The legal form of the organization of agricultural production, the head of which, from the moment of its state registration, is recognized as an individual entrepreneur, is vested with the right to make all decisions on its management, bears full responsibility for her obligations. Within the framework of the KFH, its members unite their property, take part in its activities by personal labor. For the obligations of the KFH, its members are liable within the limits of their contributions
Non-Profit Organizations	Organizations that do not pursue the goal of making a profit and do not distribute the profits received among the participants
consumer cooperative		Voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by pooling property shares by its members. Provides 2 types of membership: member of the cooperative (with the right to vote); associate member (has the right to vote only in certain cases provided for by law)
Public and religious organizations	Voluntary association of citizens on the basis of common interests to meet spiritual or other non-material needs. The right to carry out entrepreneurial activities only to achieve the goals of the organization. Participants do not retain ownership of the property transferred to the organization
	An organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The right to engage in entrepreneurial activities to achieve their goals (including through the creation of business companies and participation in them)
Institutions	An organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part
Associations of legal entities	Associations (unions) created by legal entities in order to coordinate business activities and protect their property interests. Members of the association retain their independence and the rights of a legal entity

Next, we will consider information characterizing the main provisions of organizational and legal forms: types of membership, existing restrictions, constituent and other documents required for registration, bodies and basic principles of management, the degree of responsibility of participants for the obligations of the enterprise, the nature of the distribution of profits based on the results of economic activity, the procedure for exit participant and settlements with them, positive and negative sides(table 1.2).

Table 1.2. The main characteristics of the organizational and legal forms provided for by the Civil Code of the Russian Federation

	LLC (limited liability company)
Membership types, restrictions
Registration documents
Control	Controls: general meeting participants, management. The number of votes by agreement of the participants is specified in the constituent documents (recommendation: in proportion to the share in the authorized capital).
Responsibility	Participants bear the risk of losses within the value of their contributions to the authorized capital of the company.
	Upon withdrawal, the participant has the right: to receive a share in money, in kind, to transfer part of it or all of it to another person (participants in this have an advantage over third parties).
	ALC (additional liability company)
Membership types, restrictions	Provides one type of membership -- member. It can be an individual or a legal entity (their possible number is from 1 to 50). Another company cannot be the only member if it consists of 1 person.
Registration documents	Charter, memorandum of association, minutes of the organizational meeting, application for registration
Control	Governing bodies: general meeting of participants, management. The number of votes of a participant is proportional to the share of his contribution to the authorized capital (unless otherwise provided).
Responsibility	Participants are jointly and severally liable with their property in an equal for all multiples of the value of their contributions. Responsibility for the obligations of the bankrupt participant is transferred to other participants.
	The profit allocated for dividends is distributed among the participants in proportion to their shares in the authorized capital.
	When leaving the ALC, the participant has the right: to receive his share in money, in kind, to transfer part of it or all of it to another participant (participants in this have a preemptive right over third parties).
	CJSC (closed joint stock company)
Membership types, restrictions	One type of membership is a shareholder. It can be an individual or a legal entity (the number is not limited). Another company cannot be the sole shareholder if it consists of 1 person. Shares are distributed only among the founders or a predetermined circle of persons.
Registration documents
Control
Responsibility
	In order to “leave” a CJSC, a shareholder sells his shares to the company or its shareholders. To a shareholder leaving for creation of a peasant farm allocated land and property in accordance with the charter.
	JSC (open joint stock company)
Membership types, restrictions	One type of membership is a shareholder. It can be an individual or a legal entity (the number is not limited). Another economic company cannot be the sole shareholder if it consists of 1 person.
Registration documents	Charter, memorandum of association, application for registration
Control	Governing bodies: general meeting of shareholders, supervisory board, board (management) headed by the chairman (director). The share of preferred (non-voting) shares must not exceed 25%.
Responsibility	Shareholders are liable to the extent of the value of their shares.
	Dividend profit is distributed among shareholders in proportion to the number of shares they own.
	In order to "leave" the OJSC, the shareholder sells all his shares to any person. A shareholder leaving for the creation of a peasant farm is allocated a land plot and property in accordance with the charter.
	DHO (subsidiary business company)
Membership types, restrictions	Participants can be individuals and legal entities (partnerships, companies). DHO does not have the right to independently determine its decisions, as it depends on another economic (main or parent) company, partnership.
Registration documents	Charter, memorandum of association, application for registration
Control
Responsibility	The participant (main or parent company) is liable for the debts of the DHO, if they arose due to his fault. DHO is not liable for the participant's debts.
	The profit allocated for dividends is distributed among the participants in proportion to their shares in the authorized capital.
	ZHO (dependent business company)
Membership types, restrictions	Participants can be individuals and legal entities (companies). A business company (JSC or LLC) is recognized as dependent if: more than 20% of the voting shares of the JSC or more than 20% of the charter capital of the LLC belongs to another, the so-called. dominant or participating society. The number of participants is not limited.
Registration documents	Charter, memorandum of association, application for registration.
Control	Governing bodies: meeting of participants, board, chairman.
Responsibility	The Participant is liable within the limits of the value of his shares or stake in the charter capital of the WCO.
	Profit allocated to dividends is distributed among the participants in proportion to the number of shares they own or shares in the authorized capital.
	In accordance with the constituent documents, depending on the type of OPF.
	TNV (faith partnership)
Membership types, restrictions	There are two types of membership -- full fellow and contributor. General partners can be individual entrepreneurs (IP) and (or) commercial organizations. Contributors can be citizens and legal entities. There must be at least 1 general partner and 1 contributor in TNV. You can only be a general partner in one partnership. The number of general partners and contributors is not limited.
Registration documents	Memorandum of association, minutes of the organizational meeting, applications from general partners (they become individual entrepreneurs), application for registration of TNV
Control	Governing bodies: meeting of general partners, authorized (director) TNV. The number of votes of general partners as agreed by the parties is stipulated in memorandum of association(recommendation: in proportion to shares in the share capital).
Responsibility	General partners are liable with all their property, investors - the risk of loss in the amount of the value of their contributions to the share capital.
	Profit allocated to dividends is distributed among general partners and investors in proportion to their shares in the share capital. First of all, dividends are paid to investors. The amount of dividend per unit of contribution for general partners cannot be higher than for investors.
	When leaving the TNV, the general partner receives a share in the share capital, and the investor receives the value of his contribution. A general partner has the right: to transfer part of the share or all of it to another participant (to a third party - with the consent of the general partners). the depositor does not need such consent.
	PT (general partnership)
Membership types, restrictions	One kind of membership is a full comrade. They can be individual entrepreneurs (IP) and (or) commercial organizations. A person can only be a member of one PT. The number of participants is at least two.
Registration documents	Memorandum of association, minutes of the organizational meeting, applications for IP and registration of PT.
Control	Governing bodies: meeting of participants, authorized (if provided). Each participant has the right to represent the partnership, has 1 vote, and the decision is considered adopted if approved by all participants (unless otherwise specified in the UD)
Responsibility	Participants jointly and severally bear subsidiary liability with their property for the obligations of the PT (including those who are not the founders).
	The profit allocated for dividends is distributed among general partners in proportion to their shares in the share capital.
	When leaving the PT, the participant has the right: to receive the value of his share in the UK (in kind - by agreement), to transfer part or all of it to another participant (to a third party - with the consent of the other general partners).
	SPK (agricultural production cooperative)
Membership types, restrictions	There are two types of membership - a member and an associate member (they can only be individuals). The minimum number of members of the SPK is 5 people.
Registration documents
Control	Governing bodies: general meeting of members; supervisory board (elected if the number of members is at least 50); board (or chairman). Associate members have the right to vote only in certain cases. Each member of the cooperative has 1 vote.
Responsibility	The cooperative is liable for its obligations with all its property. Members of the cooperative bear subsidiary liability for the obligations of the cooperative in the amount provided for by the charter of the cooperative, but not less than 0.5% of the mandatory share.
	The profit distributed among the participants is divided into 2 parts: dividends paid in proportion to the contributions of associate members and additional shares of members; cooperative payments issued to members in proportion to labor participation.
	When withdrawing from the SEC, the participant has the right: to receive the value of his share contribution in money, in kind, to transfer part or all of it to another Participant (to a third party - with the consent of the other participants).
	OSKK (serving agricultural consumer cooperative)
Membership types, restrictions	Two types of membership - a member and an associate member (they can be individuals and legal entities). The minimum number of members of the PSUC is 5 citizens or 2 legal entities.
Registration documents	Charter, minutes of the organizational meeting, application for registration.
Control	Governing bodies: general meeting of members, supervisory board, board (or chairman). Associate members have the right to vote only in certain cases. Each member of the cooperative has 1 vote.
Responsibility	The cooperative is liable for its obligations with all its property. Members of the cooperative are obliged to repay the losses by making additional contributions.
	The income distributed among the participants is divided into 2 parts: dividends paid in proportion to the contributions of associate members and additional shares of members; cooperative payments issued to members in proportion to their use of the main types of services of the cooperative (the charter may provide otherwise)
	When leaving the OSKK, the participant has the right: to receive the value of his share contribution in money, in kind, to transfer part or all of it to another participant (to a third party - with the consent of the other Participants).
	KFH peasant (farm) economy
Membership types, restrictions	Two types of membership - the head and a member of the KFH (maybe one - the head of the KFH). The number of members is not limited.
Registration documents	Application for registration of a peasant farm, application for separation land plot on account of land shares, an agreement between members of the peasant farm (at their discretion)
Control	All decisions on the management of a peasant farm are made by its head (unless otherwise provided by the agreement)
Responsibility	The head of the KFH bears full responsibility for the obligations of the KFH, and the members of the KFH bear the risk within the limits of the value of their contributions.
	Distributed by the head of the KFH at his discretion (unless otherwise specified in the agreement between the members of the KFH)
	Those who left the peasant farm have the right to receive monetary compensation in the amount of their share in the property of the farm. Land and property upon withdrawal of a member shall not be subject to division. The sizes of shares are considered equal (unless otherwise specified in the agreement between the members of the peasant farm)
	GKP state (state) enterprise
Membership types, restrictions	The participant of the enterprise is its founder - the Government of the Russian Federation. A state-owned enterprise is based on the right to operational management of the Federal property transferred to it.
Registration documents	Charter approved by the Government of the Russian Federation
Control
Responsibility	He is liable for his obligations with all his property. Not responsible for the obligations of the founder. The Russian Federation bears subsidiary liability for the obligations of a state-owned enterprise in case of insufficiency of its property
	The liquidation of the enterprise is carried out by decision of the Government of the Russian Federation
	MP (municipal enterprise)
Membership types, restrictions	The participant of the enterprise is its Founder - an authorized state body or local self-government body. This type of unitary enterprise is based on the right of economic management.
Registration documents	Charter, approved by the authorized government agency or local government
Control	All decisions on the management of the enterprise are made by the head or another body appointed by the owner of its property.
Responsibility	By its obligations with all its property. Not responsible for the obligations of the founder. The owner of the property is liable for the obligations of the enterprise if its bankruptcy occurred due to the fault of the owner of the property
	The conditions for the use of profits are stipulated in the charter approved by the founder
	The liquidation of the enterprise is carried out by the decision of the founder - the owner of its property

The main role in the choice of organizational and legal forms belongs to the factors that determine the effectiveness of management. These include:

features of the leader (degree of compliance with the requirements of the position, the level of confidence in him on the part of the participants);

The ratio of the level of qualification of the head and other employees of the management;

· features of participants (number, relationships, share of employees in the economy);

parameters of the enterprise (the number of employees, the area of ​​agricultural land, the compactness of the territory and the location of objects, the state of the economy),

the level of development of the production base (production, processing, storage),

Availability of reliable and efficient distribution channels,

the degree of production risk,

the need to increase confidence on the part of creditors,

The choice of participants

· peculiarities public policy in area Agriculture(Availability tax breaks currently stimulates the creation of peasant farms).