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The organizational and legal forms of commercial organizations of enterprises are. Organizational and legal forms of commercial organizations: types, characteristics

Introduction

2.3. Joint stock companies

Conclusion

List of sources used

Introduction

The relevance of the research topic is due to the fact that entrepreneurship is carried out in certain organizational and legal forms. Which of the forms to choose depends on many factors: the environment of activity, the financial capabilities of economic entities, comparative advantage one form or another.

Organization, production and exchange of goods, enterprise management mechanism, investment and project management - these are the main issues that arise when determining the legal status of an enterprise within the framework of the accepted organizational and legal structure. It is from the correct understanding of the essence of the organizational and legal form of the future enterprise that its future success largely depends.

In Russia, the organizational and legal forms of enterprises are determined by the Civil Code (CC), which contains articles on possible forms of organizations, as well as on the rules for their management, which will be discussed in detail below.

The purpose of the course work is to determine the types and features of organizational and legal forms of enterprises.

In accordance with the goal, the main tasks are distinguished:

To study the concept and essence of the organizational and legal form of a commercial organization;

Analyze the types of organizational and legal forms of commercial organizations in Russia.

In accordance with the goals and objectives, the following work structure has been formed: course work consists of an introduction, two main sections, a conclusion and a list of references.

Chapter 1. The concept and essence of the organizational and legal form of a commercial organization

1.1. The concept of the organizational and legal form of a commercial organization

The organizational and legal form of an economic entity is the form of an economic entity recognized by law, which fixes the method of fixing and using property by an economic entity and its legal status and goals of activity arising from this.

The choice of the organizational and legal form of the organization is carried out taking into account its characteristics, which are regulated by the state through the Civil Code and special laws.

The main characteristics of the organization taken into account:

Legal capacity;

Composition of founders and participants;

The order of establishment;

Capital and deposits;

Ownership relations and property of the founders;

Responsibility;

Enterprise management bodies;

Business management, company representation;

Distribution of profits and losses;

Liquidation, etc.

The organizational form characterizes the procedure for the initial creation of the enterprise's property and the process of using the profits received. This procedure includes a list of the founders of the enterprise, the form of combining their capital, methods of profit distribution, etc.

The legal form means a set of legal, legal, economic norms that determine the nature of relations between owners, as well as between an enterprise and other entities. economic activity and public authorities. The legal form characterizes the rights and responsibilities of the owners during the operation, liquidation or reorganization of the enterprise.

Firms form a sector of commercial organizations in the economy. The enterprise, as a rule, is a legal entity.

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

Legal entities that are commercial organizations can be created in the form of business partnerships and companies, production cooperatives, state and municipal unitary enterprises, i.e. in the form of those persons in respect of which their founders have property and obligation rights.

The presence of organizational and legal forms of management is the most important prerequisite for the effective functioning of a market economy in any state.

1.2. Basic organizational and legal forms of commercial organizations

The organizational and legal form of the enterprise is the form legal registration an organization that gives this enterprise a certain legal status. According to the legal status (organizational and legal forms), enterprises can be divided into: business partnerships and companies, production cooperatives, state and municipal unitary enterprises. 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 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. 1.1).

Rice. 1.1. The structure of organizational and legal forms of organizations

Table 1.1. definitions of organizational and legal forms are formulated.

Table 1.1

The structure of organizational and legal forms of commercial organizations

Name	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, but also with their property
Faith partnership	A partnership in which, along with general partners, there is at least one participant of another type - a contributor (limited partner), who does not participate in entrepreneurial activity and bears the risk only within the limits of its contribution to the share capital.
Business companies	Commercial organizations in which contributions to the authorized capital are divided into shares of the founders
Society with limited liability(OOO)	A business company, the participants of which are not liable for its obligations and bear the risk only within the limits of their contributions to the authorized capital of the LLC.
	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.
Open Joint Stock Company (OJSC)	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 (CJSC)	A joint-stock company whose shares are distributed only among its founders or other predetermined circle of persons. Shareholders of a CJSC have a pre-emptive right to acquire shares sold by its other shareholders. Shareholders bear risk only to the extent of the value of their shares
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)
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 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

Thus, the variety of forms of ownership is the basis for the creation of various organizational and legal forms of organizations. According to the current Russian legislation There are various organizational and legal forms of commercial organizations.

Chapter 2. Types of organizational and legal forms of commercial organizations in Russia

2.1. Business partnerships

In accordance with the current legislation in the Russian Federation, two types of business partnerships can be formed: a general partnership and a limited partnership (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. 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, first of all, 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 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 legal entity Therefore, it is considered by the legislation as a single subject of entrepreneurial and other legal relations. Legal entities acquire civil rights and assume civic obligations through their organs. As for the general partnership, these functions are performed by its participants, since special management bodies are not formed in the partnership. Each of the participants individually may act on behalf of a full partnership when concluding transactions, unless the constituent documents establish that its participants conduct business jointly, or one or several participants are entrusted with the conduct of business. 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.

A power of attorney is 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 common 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.

A limited partnership is a contractual association. The main document that regulates relations in a partnership is 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 in any way to influence the management of affairs, to challenge the correctness of the accepted management decisions in a 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 economic activities by becoming familiar with annual reports and partnership balance sheets. 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”, as well as 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.

2.2. Limited and additional liability companies

Limited Liability Company (LLC) - a commercial organization, the authorized capital of which is divided into shares in amounts determined by founding 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 specifies the maximum number of founders, the excess of which entails the obligation to transform it into a joint-stock company, or liquidate 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 entrepreneurial activity, and on the other hand, it is in such societies that various financial abuses are quite common.

This should include one more 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.

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 about 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 the company after its registration is obliged to notify its creditors of each case of reduction of the authorized capital and register its reduction 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 the sale of a share in the authorized capital 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 for the organization and activities of the management bodies of an LLC are established Civil Code RF. 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: general meeting 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 effect. Moreover, such issues not only cannot be considered by other governing bodies on 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. Legal status of the sole executive body is determined along with civil law, and also by labor law: a director (president, etc.) must be concluded employment contract(Contract).

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 reorganization of society: merger, accession, separation, 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 it is included in the unified State Register legal entities records on the termination of the activities of the connecting 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 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 special law RF "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. First, 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 company's constituent documents. 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.

2.3. 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 Oh".

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

A share is a security certifying the obligatory rights of a shareholder to a share in the charter 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 - a share.

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 cost of a share, equal to the amount of money contributed to the authorized capital, is called the par value of the 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 register contains new owner shares 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 the exchange rate difference.

By general rule, everyone 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.

Dividendspart net profit 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 activities, the list of which is also established by federal law, the company may be engaged 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.

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, in an open joint-stock company, an unhindered change of shareholders is possible.

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 the shares it issues, 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. Procedure and deadline for implementation priority right determined by the statute. 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 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 plays 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 activity.

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 the company with the participation government agencies and local governments, of course, will have greater opportunities for business than a society where there are no such participants.

2.4. Production cooperative

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production activities or other economic activity 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 is 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 - a competence that can only be exercised by the highest 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).

2.5. State and municipal unitary enterprises

A unitary enterprise is 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.

The right of economic management is the right of an enterprise (state or municipal) to own, use and dispose of property, but within certain limits 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 and everything that is closely connected with the earth: 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 is 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.

Conclusion

Organizational and legal forms of organizations are determined by Chapter 4 of the Civil Code of the Russian Federation. As noted above, the organizational and legal form determines: how the authorized capital is formed; goals of the organization; features of enterprise management; distribution of profits and a number of other points.

The following organizational and legal forms of commercial organizations are distinguished: partnership (general partnership and limited partnership); company (limited liability company, additional liability company, joint-stock company); unitary enterprise(municipal unitary enterprise and state unitary enterprise); production cooperative.

Business partnerships and companies are commercial organizations with authorized (reserve) capital divided into shares (contributions) of founders (participants). Partnerships are associations of individuals and (or) legal entities that unite for joint activities, the property of the partnership is formed at the expense of the contributions of the participants. A partnership can be organized in the form of: a full partnership; limited partnerships (partnerships in limited partnership).

A general partnership is a partnership whose participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property. A general partnership is created and operates on the basis of a founding agreement. All participants have equal rights in the management of the partnership, that is, any of the participants can assume obligations on behalf of the partnership, and this obligation automatically falls on all other participants, therefore, there must be a high degree of trust between general partners. A feature of a full partnership is that all partners are full responsibility under the obligations of the partnership, which also applies to the personal property of the founders.

A limited partnership (limited partnership) assumes that, in addition to full participants (partners), it includes one or more contributors (limited partners). That is, the contributors only invest in the activities of the partnership, but do not participate in its management and bear the risk of losses on the obligations of the partnership only within the limits of their contribution. If a contributor begins to interfere in the activities of such a company, then it must be reorganized into a general partnership.

A company is recognized as a commercial organization established by one or more persons, the authorized capital of which is divided into shares determined by the constituent documents. It follows from this that companies, unlike partnerships, involve the pooling of capital. The participants of the company are not liable for the obligations of the company and bear the risks of losses associated with its activities, within the value of the contributions made. The company can be created in the form of: a limited liability company; additional liability companies; joint stock company (open joint stock company and closed joint stock company).

Limited Liability Company (LLC). A limited liability company is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents; participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.

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

A joint-stock company is a company whose authorized capital is divided into a certain number of shares; participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares. A joint stock company can be created in the form of: an open joint stock company (OJSC); closed joint stock company (CJSC).

A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it. The property of such an organization is an indivisible whole and cannot be distributed among shares, deposits, shares, etc., including among employees - this is the principle of unitarity (indivisibility of property). The authorized capital of the enterprise is formed by the owner (state or municipal authorities) by transferring it to the enterprise.

State and municipal enterprises may be created in the form of unitary enterprises.

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and association of property share contributions by its members (participants).

List of sources used

The Constitution of the Russian Federation (adopted by popular vote on December 12, 1993) // SPS "Garant"
Civil Code of the Russian Federation (Part One) dated November 30, 1994 No. 51-FZ: adopted by the State. Duma 21 Oct. 1994: (as amended and supplemented) // SPS "Garant"
Baye M. R. Management economics and business strategy: textbook for universities / Per. from English. Ed. A. M. Nikitina. M.: UNITI-DANA, 2009.
Volkov O. I. Economics of the firm / O. I. Volkov, V. K. Sklyarenko. - M.: Infra-M, 2011.
Civil Law / Ed. A. I. Kalpina, A. I. Maslyaeva. - M.: Prospekt, 2011.
Civil law: textbook. / S.S. Alekseev, B. M. Gongalo, D. V. Murzin; under total ed. corresponding member RAS S.S. Alekseev. - 2nd ed., revised. and additional - M.: Prospect; Ekaterinburg; Private Law Institute, 2009.
Kazantsev A. K. Fundamentals production management/ A. K. Kazantsev, M. S. Serova. - M.: Infra-M, 2012.

Organizational and legal form

An economic entity is a form of an economic entity recognized by the legislation of a particular country, fixing the method of fixing and using property by an economic entity and its legal status and goals of activity arising from this.

Organizational and legal form- a way of fixing and using property by an economic entity and its legal status and business goals arising from this.

In the all-Russian classifier of organizational and legal forms (OKOPF) (OK 028-99 (as amended by amendment No. 1/99)) each legal form corresponds to a two-digit digital code, the name of the legal form, and the collection algorithm.

Classification of organizational and legal forms in the Russian Federation

There are the following types of organizational and legal forms of economic entities (hereinafter also OPF):

OPF of economic entities that are legal entities-commercial organizations

Partnerships
Society
Joint stock companies
Unitary enterprises
- Unitary enterprises based on the right of economic management
- Unitary enterprises based on the right of operational management
Other

OPF of economic entities that are legal entities-non-profit organizations

Public associations (including religious associations)
- Bodies of public initiative
Foundations (including public foundations)
Institutions (including public institutions)
Communities of Indigenous Peoples
Associations of legal entities (associations and unions)
Associations of peasant (farm) households
Horticultural, horticultural or dacha non-profit partnerships

OPF of economic entities without the rights of a legal entity

Ordinary partnerships

BTF examples

state and municipal institutions

The simplest name of the OPF of state institutions are FGU (federal) and GU (regional, Moscow and St. Petersburg). Sometimes the word “budgetary” is added to the OPF, for example, in the OPF forestry, correctional colonies. The name of the OPF may include the word "regional" and even the name of the subject of the Russian Federation: "Novosibirsk region", "city of Moscow", but not necessarily.

OPF of state institutions:

federal government agency
Regional State Institution (State Regional Institution), OSU
government agency
federal state state-financed organization

Federal State Budgetary Institution of Science

Regional state budgetary institution
State budgetary institution of the Novosibirsk region
State budgetary institution of the city of Moscow
State budget institution
State (municipal) public institution

Educational, healthcare and cultural institutions have their own OPF names:

OPF of educational institutions:

federal state autonomous educational institution higher vocational education
State educational institution of higher professional education
State educational institution of secondary vocational education
State educational institution
Municipal budgetary educational institution
Municipal preschool educational institution

OPF of military educational institutions:

Federal State Military Educational Institution of Higher Professional Education
State military educational institution of higher professional education

OPF of health care institutions:

Federal Public Health Institution
Public Health Institution
Municipal Health Institution

OPF of cultural institutions:

Federal public institution culture
State Budgetary Institution of Culture of the Sverdlovsk Region
State institution of culture of the city of Moscow

Unusual OPFs:

Regional state educational institution for orphans and children left without parental care
State Special Rehabilitation Educational Institution of Secondary Vocational Education - College for the Disabled
Federal State Educational Institution of Secondary (Complete) general education "Astrakhan Suvorov Military School of the Ministry of Internal Affairs of the Russian Federation"- does not have an indication of "military".

state and municipal unitary enterprises

OPF of unitary enterprises:

Federal State Unitary Enterprise
State Regional Unitary Enterprise
State unitary enterprise
Municipal unitary enterprise

Sources

Chapter 4
Federal Law No. 82-FZ of May 19, 1995 "On public associations"
Decree of the State Standard of the Russian Federation of March 30, 1999 N 97(as amended on 06/09/2001) "On the adoption and implementation of all-Russian classifiers" (together with the "all-Russian classifier of forms of ownership" OK 027-99)

Links

The choice of the organizational and legal form of the enterprise - an article by Doctor of Economics, Professor Adukov

Wikimedia Foundation. 2010 .

See what "Organizational and legal form" is in other dictionaries:

Organizational and legal form- The legal form in which the registration and activities of a legal entity are carried out. Examples of organizational and legal forms are an open joint stock company, a closed joint stock company, a limited partnership, a limited company ...

Organizational form of ownership of the means of production, enshrined in national legislation Glossary of business terms. Akademik.ru. 2001 ... Glossary of business terms

Legal form of activity- organizational management form activities of authorized entities. Its legal essence lies in the fact that it is based on the prescriptions of law and always entails the occurrence of certain legal consequences. Unlike actual... Theory of state and law in schemes and definitions

FORM OF OWNERSHIP, ORGANIZATIONAL AND LEGAL- organizational form of ownership of the means of production enshrined in national legislation ... Big Economic Dictionary

This article or section needs revision. Please improve the article in accordance with the rules for writing articles ... Wikipedia

Joint stock companies- The organizational and legal form of an enterprise that, for its obligations to creditors, is liable only for the property that belongs to it. Shareholders do not bear any responsibility to creditors, they only risk ... Terminological dictionary of a librarian on socio-economic topics

General partnership- Organizational legal form of a commercial organization. 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 ... ... Vocabulary: accounting, taxes, business law

MEETING OF THE FEDERATION COUNCIL- organizational and legal form of consideration by the upper chamber of the Federal Assembly of issues referred by the Constitution of the Russian Federation to its jurisdiction. The regulations of the Federation Council provide that the chamber holds meetings from September 16 of the current to 15 ... ... encyclopedic Dictionary"Constitutional Law of Russia"

The organizational and legal form is called control method. As a rule, this is the management of the property of a certain entity. Thanks to him, the legal status and goals that are pursued in the implementation of his activities are determined.

Classification

From what type of organizational and legal form the company has, and its classification. Everything types of OPF spelled out in legislative framework RF. They are regulated by the Civil Code of the Russian Federation. It is here that we find the definition of forms of organizations. According to the Civil Code of the Russian Federation in this moment distinguish between commercial and non-commercial companies.

OPF and its types

Depending on what kind of activity the company is engaged in, its OPF must necessarily contain:

Company type.
The definition of the organization is required. What kind of organization is this, with or without the formation of a legal entity.
What property is this enterprise - public or private.
What is the type of this company. Unitary or state view.

known such types OPF commercial entities: companies, partnerships, unitary enterprises, cooperatives. In non-profit formations, the following types are distinguished: cooperative, public organization, various funds, partnerships, associations.

Which one to choose

Depending on the main type of activity the company conducts, other points also influence the type of OPF. The reasons are social, economic, organizational features organizations.

The OPF depends on all these features. Acting the number of founders of the organization, in what area the organization operates, what kind of products it produces. Economic aspects are important. What was the initial start-up capital individual entrepreneur or organization. Of no small importance and his personal characteristics. All OPF enterprises, regardless of what type they belong to, must fully comply with the legislation of the Russian Federation in their activities.

Commercial organizations and types

The main goal of all commercial enterprises, is to make a profit.

To date, such types of commercial organizations:

Partnership . This is a type of commercial organization that unites a group of persons who are directly involved in the activities of the partnership. As a rule, the share capital of such a commercial organization consists of the shares of all founders. All profits and losses in the organization are distributed according to the shares of each founder.
Faith partnership . This is one of the types of partnerships. There are two types of participants here. These are full comrades and contributors.
Economical society . This is a commercial organization, which implies a merger of several capitals. The founders may not take part in the activities of the society itself.
Limited Liability Company (OOO). Created by agreement between legal entities and individuals. Their joint contributions are combined to further the work of the organization. There is a limit on the number of participants in this commercial organization. It should not exceed 50 participants.
Joint-Stock Company (AO). The authorized capital of such an organization is divided into shares. Participants of this type of commercial organization are not at all liable to creditors in the event of such a situation. Each shareholder has the right to use his shares at his own discretion.
Closed Joint Stock Company (COMPANY). A feature of this type of company is that shares can only be distributed among the founders.
Production cooperative (PC). This type is sometimes also called an artel. Citizens join it on a voluntary basis. The purpose of such an association is their joint activities. As a result of which they should receive a certain profit. It requires contributions. The participation of each member of the cooperative plays a role. Depending on the labor participation, each of them receives their share of the profits. Participants may leave such a commercial organization at any time.
unitary enterprise . There is no organizational property here. The property that such an enterprise has is simply assigned to it. The time of assigning property to the organization depends on how much the enterprise will carry out its activities. As a rule, the owner of such property is the municipality.

IN market economy one part of the national economy of the country belongs to citizens on the right of private property and is managed by them either individually or collectively, and the other part of the national economy is managed by government-established or local authorities power organizations. This predetermines a significant variety of organizational and legal forms of enterprises that have both certain advantages and disadvantages, which ultimately determine the trends that have developed in recent years to change their structure (Table 1.1).

In accordance with the Civil Code of the Russian Federation, commercial enterprises in the form of economic partnerships and companies, production cooperatives and unitary enterprises can operate on the territory of Russia.

Business partnerships and companies are commercial organizations with an authorized (share) capital divided into shares (contributions) of founders (participants). The property created at the expense of the contributions of the founders, as well as acquired and produced in the course of the activity of the partnership or company, belongs to it by the right of ownership. Business partnerships and companies have many features in common, but their main difference is that a partnership is an association individuals, and society is an association of capitals.

Business partnerships - can be created in the form of a general partnership and a limited partnership (limited partnership). The main document defining the principles of activity economic partnership, is the memorandum of association. A contribution to the property of a business partnership may be money, securities, other things or property rights, or other rights having a monetary value.

Members of a business partnership have the right to participate in managing the affairs of the partnership, to take part in the activities of the partnership. The profit received is divided between the co-owners in proportion to the shares in the share capital. In the event of liquidation of the partnership, its participants receive part of the property remaining after settlements with creditors.

Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and (or) commercial organizations.

IN full partnership all participants are equal in their rights and obligations in the affairs of the enterprise created by them. If they fail, they risk their own property. General partners jointly and severally bear subsidiary liability. Joint and several liability means that everyone is responsible, regardless of who is sued. Subsidiary liability means that if the property of the partnership is not enough to pay off debts, the partners are liable with their personal property in proportion to the contributions. In practice Russian entrepreneurship full partnership is almost never found. This form is unpopular with entrepreneurs because it does not set limits on their liability for the partnership's debts. At the same time, the state does not provide any privileges for partnerships.

partnership in faith (limited partnership) is 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 of entrepreneurial activities by the partnership. Contributors are entitled to a share of the profits in proportion to their contribution.

There are tax and credit benefits for partnerships abroad. They are widespread in the agricultural sector, the service sector (legal, audit, consulting, medical, etc.), in trade, and public catering.

Business companies may be established in the form of a joint-stock company, a limited liability company or an additional liability company.

A limited liability company (LLC) 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 in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.

The supreme body of a limited liability company is the general meeting of its members. For the current management of the company's activities, an executive body is created, which may also be elected from among its members.

A limited liability company is a type of capital pooling that does not require the mandatory personal participation of its members in the affairs of the company.

An additional liability company (ALC) differs from a limited liability company in that its members are liable for the obligations of the company with their property in an amount that is a multiple of the value of their contributions. In case of bankruptcy of one of the participants, its liability is distributed among the other participants. The difference between an ALC and a general partnership is that the amount of liability is limited (for example, by three times the amount of the contribution).

All of the above organizational and economic forms are typical for small enterprises. For large industries a different form of attracting capital is required, which would ensure the stable functioning of society. In most countries of the world, such enterprises are created in the form of a joint-stock company.

joint stock company (JSC) a company is recognized, the authorized capital of which is divided into a certain number of shares; participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares.

A joint-stock company can be created open And closed type. A joint stock company whose members may alienate their shares without the consent of other shareholders is recognized as an open joint stock company (JSC). A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons is recognized as a closed joint stock company (CJSC).

Table 1.1.

The authorized capital of a joint-stock company is made up of the nominal value of the shares of the company acquired by the shareholders. The shareholders cannot directly control the operations of the JSC. They elect a board of directors that manages the business activities of the JSC in order to generate profits for the benefit of the shareholders. Earnings per share is called dividend. The supreme governing body of a JSC is the general meeting of its shareholders.

Joint-stock companies appeared in Russia at the beginning of the 18th century. and, according to statistics, by 1911 the total number of joint-stock enterprises in industry and transport alone was 821. At the end of 1917 and the beginning of 1918, the development of joint-stock companies stopped, but since 1920 (with the introduction of the New Economic Policy), growth began again their number, and at the beginning of 1925 there were over 150 of them. The most important area was trade and commercial and industrial activity. In the late 1920s - early 1930s. joint-stock companies were liquidated or transformed into state associations. Only two survived joint stock companies: Bank foreign trade USSR (created in 1924) and the All-Union Joint-Stock Company "Intourist" (organized in 1929). In 1973, the Ingosstrakh Insurance Joint Stock Company of the USSR was established.

Production cooperatives - these are voluntary associations of citizens for joint production or economic activities, based on the personal labor participation of members of the cooperative and the association of their property shares.

The main difference between a production cooperative and partnerships and societies is that it is based on a voluntary association of individuals - citizens who are not individual entrepreneurs, but participate in the activities of the cooperative through personal labor. Accordingly, each member of the cooperative has one vote in managing its affairs, regardless of the size of its property contribution. The profit received in the cooperative is distributed taking into account the labor participation of the members of the cooperative. There must be at least five members of the cooperative.

IN modern conditions in the agriculture of the Russian Federation have been widely developed peasant (farm) households (hereinafter - K(F)X). According to the Federal Law of June 11, 2003 No. 74-FZ "On a Peasant (Farm) Economy", the right to create a K (F) X have capable citizens of the Russian Federation, foreign citizens and stateless persons.

C (F) X is an association of citizens related by kinship and (or) property, having property in common ownership and jointly carrying out production and other economic activities (production, processing, storage, transportation and sale of agricultural products), based on their personal participation . Members of K(F)X can be:

- spouses, their parents, children, brothers, sisters, grandchildren, as well as grandparents of each of the spouses, but not more than from three families. Children, grandchildren, brothers and sisters of members of the farm may be accepted as members of the farm when they reach the age of sixteen;
- citizens who are not related to the head of the farm.

The maximum number of such citizens cannot exceed five people.

K (F) X is considered to be created from the date of its state registration in the manner prescribed by the legislation of the Russian Federation. State registration of K (F) X is carried out in the manner established for the state registration of individuals as individual entrepreneurs. It should be noted that according to the Federal Law of December 25, 2012 No. 263-FZ "On Amendments to Article 23 of the Federal Law "On Peasant (Farming) Farming" for the period until January 1, 2021, K (F) Kh created as legal entities in accordance with the previous Law of the RSFSR dated November 22, 1990 No. 348-1 "On Peasant (Farming) Enterprises". After this period, they must undergo re-registration, choosing a suitable organizational and legal form for themselves.

The loss of the status of a legal entity by farmers is fraught with some problems. Thus, the farms, which are currently assigned the status of a legal entity, will be liquidated if they do not go through the re-registration procedure and are not assigned a different organizational and legal status. At the same time, farmers who have secured the status of individual entrepreneurs (IP) should be prepared for a number of problems - there will be difficulties in transferring their farm in case of old age, disability or illness, since the legislation does not provide for the procedure for transferring IP by inheritance. The owner will have to close his farm, after which his successor can open a new farm by re-registering it. In addition to the need for additional costs, this violates the principle of succession in the transfer of property from one generation to another. In addition, the owner of the farm, who is in the status of an individual entrepreneur, is liable for obligations with all his property, including personal. At the same time, the head and members of the K(F)X, having the status of a legal entity, are liable for obligations exclusively with their shares in this economy.

C(F)H must keep accounting records of their property, liabilities and business transactions in accordance with federal law dated December 6, 2011 No. 402-FZ "On Accounting". Recognition of income and expenses is carried out on a cash basis. Depending on the volume of accounting work, the head of the peasant farm may:

- Establish an accounting department structural subdivision with the chief accountant at the head;
- introduce the position of an accountant;
- transfer on a contractual basis the accounting of centralized accounting, specialized organization, an accountant-specialist;
- personal accounting.

When conducting accounting in a K (F) H, the following requirement must be observed: the property that is the property of the KFH is accounted separately from the property of the family household, as well as other legal entities owned by the K (F) H. Only those operations that are related to the activities of K (F) X as a separate economic legal unit should be reflected in accounting.

- keep accounting records without using double entry;
- apply the method of double entry in accounting;
- switch to a simplified system of organization and be exempted from the obligation to maintain accounting records in accordance with chapter 26.2 tax code RF (hereinafter referred to as the RF Tax Code);
- carry out activities without forming a legal entity and keep accounting records in accordance with the Procedure for Accounting for Income and Expenses and Business Transactions for Individual Entrepreneurs, which was approved by a joint order of the Ministry of Finance of Russia and the Ministry of Taxes of Russia of the Russian Federation of August 13, 2002 No. 86n / BG-3-04 / 430 .

In the shape of unitary enterprises only state and municipal enterprises can be created. A unitary enterprise has a number of features:

1) the founder remains the owner of the property, i.e. state; the property of a unitary enterprise is indivisible, i.e. under no circumstances can it be distributed among deposits, shares, shares, including among employees of a unitary enterprise;
2) the enterprise is headed by a sole manager who is appointed by the owner of the property.

Unitary enterprises are divided into two categories: unitary enterprises based on the right of economic management; unitary enterprises based on the right of operational management. 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, that is, an enterprise operating on the basis of the right of economic management has greater independence in management. Despite some restrictions on the disposal of property, a unitary enterprise has great rights in the field of production and economic activities.

In table. 1.2 and 1.3 provides a description of each organizational and legal form of commercial organizations on various grounds.

The changes that have taken place in recent years in the structure of domestic agricultural organizations of various organizational and legal forms are presented in Table. 1.4.

According to the theory of organization, all types of economic entities are organizations that have General characteristics operating under uniform market laws and in a single legal field, they carry out a similar organizational and economic process of economic activity (Fig. 1.1), the main provisions of which are as follows:

1) an enterprise is a complex organization, a group of people whose activities are consciously coordinated to achieve a set goal;
2) the activity of the enterprise determines the availability of resources, their quantity and quality ( land resources, capital, labor force, technology);
3) there is dependence on the external environment;
4) production efficiency is associated with the horizontal division (specialization) of labor - the division of all work into its constituent components: marketing, production, scientific and technical development, logistics, financial management and accounting, personnel management;
5) the need for a horizontal division of labor leads to the formation of various units - smaller organizations;
6) the need to harmonize and coordinate the main actions leads to the creation of management levels - the vertical division of labor.

Table 1.2.

Table 1.3.

* The founder of the enterprise approves and appoints its head, who is accountable to the founder.

Table 1.4.

Rice. 1.1.

In modern conditions, new trends have appeared in organization theory:

1) increased attention to the material and technological base of modern production and the provision of services. This is due to the increased role of labor productivity and product quality in competition, which predetermines the need for innovative development of production;
2) the introduction of various forms of democratization of management, the participation of ordinary workers in profits, the implementation managerial functions, property;
3) activation of international competition, expansion of production cooperation, development of transnational corporations, etc.

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 in 2018 desired shape for the new organization.

Read our article:

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 with 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 resolved CEO– within the limits 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 what it is created for - 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

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.
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).
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.
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.
Associations (unions). They are created to achieve the common goals of citizens or legal entities.
institutions. The owner chooses such a form for the implementation of non-commercial functions, and he also finances the organization. In this case, the institution is the only type non-profit organizations having property on the right of operational management.
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:

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.
production cooperatives. This is a voluntary association of citizens based on membership and share contributions.
Business partnerships. Their work is regulated by a separate. A very rare form.
Peasant economy. An enterprise that has such an organizational and legal form is an association of citizens for conducting Agriculture. It is based on their personal participation in business and property contributions.
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 commercial activities, but without the formation of a legal entity, he has the right to register an IP. This is another popular form of doing business. IN All-Russian classifier 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 amount 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:

Quick registration.
Low stamp duty.
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 legal form for your enterprise, the manager needs to answer the following questions:

How will the company be financed - will it require an investor?
Are there any plans to hire staff?
What is the expected monthly and annual turnover from the business?
Which payment is preferable - cash or non-cash?
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:

IP registration is faster and easier, and fines are much less. But the citizen will have to answer with all his property.
LLCs are convenient for those who open 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 organizational and legal forms of commercial organizations of enterprises are. Organizational and legal forms of commercial organizations: types, characteristics

Chapter 1. The concept and essence of the organizational and legal form of a commercial organization

1.1. The concept of the organizational and legal form of a commercial organization

1.2. Basic organizational and legal forms of commercial organizations

Chapter 2. Types of organizational and legal forms of commercial organizations in Russia

2.1. Business partnerships

2.2. Limited and additional liability companies

2.3. Joint stock companies

2.4. Production cooperative

2.5. State and municipal unitary enterprises

Classification of organizational and legal forms in the Russian Federation

OPF of economic entities that are legal entities-commercial organizations

OPF of economic entities that are legal entities-non-profit organizations

OPF of economic entities without the rights of a legal entity

BTF examples

state and municipal institutions

state and municipal unitary enterprises

see also

Sources

Links

See what "Organizational and legal form" is in other dictionaries:

Classification

OPF and its types

Which one to choose

Commercial organizations and types

What is meant by the legal form of a legal entity

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

What organizational forms are non-profit

Organizational and legal forms of commercial enterprises: what is it

What you need to know about LLC

What are the main features of AO

What are the pros and cons of IP

How to choose a form of enterprise for your business

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