Comparative table of forms of entrepreneurial activity. The choice of the legal form of the enterprise
Table. Organizational and legal forms of entrepreneurial activity
Organizational and legal form
members
Constituent documents
capital
responsibility
General partnership (entity)
Only individual pre-whether and com-e org-ii (min-e number of participants - 2).
Const. Dr., signed by all constituents.
Min. there is no capital.
They are liable for the partnership's debts with their property, and are jointly and severally liable for each other.
Retired from T. Answer. obligatory 2 more years.
Faith partnership (entity)
Only ind. pre-whether and com-e org-tion (min-e number of participants - 2).
Teachers and teachers-ki-contributors.
memorandum of association signed by all founders.
OOO
Citizens and legal entities (min 1, max - 50)
charter
Shares of participants may not be equal, At least 100 minimum wages (money, securities, financial values.)
JSC ):
JSC (free sale of shares) andCompany (distribution of shares only among participants)
Citizens, legal entities
charter
OJSC - 1000 minimum wage andCompany – 100 minimum wages
State and mun-s unitary enterprises.
Executive bodies
charter
No right to property
Production cooperative
Citizens and legal entities (through their representatives) at least 5 people
charter
General partnership (entity)
Only ind-e pre-whether and com. Organizations (min. number of participants - 2).
Uchr-ny doctor, under-th by all uchr-mi.
Divided into shares (contributions of the founders).
There is no minimum capital.
They are responsible for the debts of the partnership with their name, they are jointly and severally responsible for each other.
Retired from T. answered. obligatory 2 more years.
Faith partnership (entity)
Only ind-s pre-li and kom.org-ii (min. number of participants - 2).
Constituent Dr., signed by all institutions.
Divided into shares (contributions of the founders)
Members are responsible for Comrade's debts by their name, are jointly and severally responsible for each other.
There are accounts-ki-contributors who bear the risk of losses only in the amount of their contribution and do not accept. participation in pre-oh activities.
The account-contributor has the right to receive profit in the amount of his share. Exit T. You can at any time and get your contribution.
OOO (society with limited liability)
Citizens and legal entities (min 1, max - 50)
charter
Shares of accounts may not be equal, At least 100 minimum wages (money, securities, mat. prices)
The participant is not responsible for the activities of the LLC, they are responsible only for their contribution. When he leaves, he gets his share.
JSC ): JSC (free sale of shares) andCompany (distribution of shares only among participants)
Citizens, legal entities
charter
The authorized capital is divided into shares.
OJSC - 1000 minimum wage andCompany – 100 minimum wages
They are not liable for obligations, they are liable within the limits of their contribution.
State. and mun. Unitary pred.
Executive bodies
charter
No property ownership
Production cooperative
Citizens and legal entities (through their representatives) at least 5 people
charter
Min. and max. the size of the share capital is not limited.
They respond with their contribution and members bear additional (subsidiary) responsibility.
Task 1. Fill in the table "Characteristics of different organizational and legal forms of legal entities."
Kind of norms. the act on which the activity of the person is based, his details, official source publications Constituent documents Founders (participants) Management and control bodies Responsibility of participants
General partnership
Constituent agreement (Article 70 of the Civil Code) Citizens-entrepreneurs and commercial organizations (clause 4 of Article 66 of the Civil Code)
Each participant in a full partnership is obliged to participate in its activities in accordance with the terms of the memorandum of association (clause 1 of article 73 of the Civil Code)
First of all, it should be noted that there are no requirements for the formation of any governing bodies in a full partnership. Conducting business in a full partnership is carried out through the direct participation of each of the participants in such a partnership. The joint and several liability of the participants in a general partnership for the obligations of the partnership is hallmark, "a constitutive feature of this organizational and legal form"
But since the partnership itself as a legal entity, having separate property, is independently responsible for its obligations with this property (clause 1, article 48, clause 1, article 56 of the Civil Code), the liability of comrades for the debts of the partnership is of a subsidiary (additional) nature (art. 399 GK).
Limited partnership
Civil Code Russian Federation(part one) dated 11/30/1994 N 51-FZ // Collection of legislation of the Russian Federation. - 1994. - N 32. - Art. 3301 Memorandum of Association (Article 83 of the Civil Code) Along with the participants carrying out entrepreneurial activities on its behalf
(general partners), there is one or more participants of a different kind - contributors (limited partners).
Like a general partnership, a limited partnership is the case provided for by law when a legal entity acquires civil rights and assumes civic obligations through its participants (clause 2, article 53 of the Civil Code) in the person of general partners who manage the limited partner and conduct its affairs in accordance with the rules on a full partnership (clause 1, article 84). In a limited partnership, there is a double liability: some participants (comrades) are liable for the obligations of the partnership with all their property, other participants (contributors) - only with a certain contribution.
Joint-Stock Company
Civil Code of the Russian Federation (part one) dated November 30, 1994 N 51-FZ // Collection of Legislation of the Russian Federation. - 1994. - N 32. - Art. 3301
Federal Law of December 26, 1995 N 208-FZ "On Joint-Stock Companies" // Collected Legislation of the Russian Federation. - 1996. - No. 1. - Art. 1. The charter of the company is the constituent document of the company (Article 11 of the Federal Law)
The founders of the company are citizens and (or) legal entities
The governing bodies in a joint-stock company are general meeting shareholders, the board of directors (supervisory board) and the executive body of the company (a three-level system of management bodies is mandatory for joint-stock companies with more than 50 shareholders owning voting shares) or a general meeting of shareholders and the executive body of the company (a two-level system of management bodies is typical for joint-stock companies with more than 50 shareholders - owners of voting shares less than 50, if their charters do not provide for the establishment of a board of directors (supervisory board)).
The body exercising control over the financial economic activity joint-stock company, is audit committee(auditor) Shareholders' liability for the obligations of a joint-stock company arises only in case of incomplete payment of the value of their shares and is limited to the unpaid part of the value of these shares. Such liability is joint and several and established in the interests of protecting the rights of creditors of the joint-stock company, counting on the fact that the authorized capital declared by the company has actually been formed.
In addition, the liability of shareholders for the obligations of the company comes subsidiary in the event of insolvency (bankruptcy) of the company through the fault of shareholders who have the right and opportunity to determine the actions of the company (clause 3, article 3 of the Law on Joint Stock Companies).
Limited Liability Company
Civil Code of the Russian Federation (part one) dated November 30, 1994 N 51-FZ // Collection of Legislation of the Russian Federation. - 1994. - N 32. - Art. 3301
Federal Law of 08.02. 1998 No. 14-FZ “On Limited Liability Companies” // Collected Legislation of the Russian Federation. - 1998. - No. 7. - Art. 785 The charter of the company is the constituent document of the company (Article 12 of the Federal Law)
Members of the society may be citizens and legal entities.
The supreme (will-forming) body of the company is the general meeting of its participants. In addition, an executive (will-expressing) body is formed, which can be either collegiate (board, directorate, etc.) or sole (president, director, CEO etc.). At the same time, a collegial executive body is formed in the company if necessary, and a sole executive body - in all cases.
The charter of a particular company may provide for the creation of a supervisory board (board of directors) in it.
In companies, audit commissions (or auditors performing their functions) are also created, which are not bodies of the company. (Article 32 of the Federal Law) A limited liability company is liable for its obligations with all its property. In the event of insolvency (bankruptcy) of the company due to the fault of its participants, the said participants, in the event of insufficiency of the company's property, may be assigned subsidiary liability for its obligations.
Production cooperative
Civil Code of the Russian Federation (part one) dated November 30, 1994 N 51-FZ // Collection of Legislation of the Russian Federation. - 1994. - N 32. - Art. 3301
Federal Law of 08.05.1996 N 41-FZ "On production cooperatives" // Collection of legislation of the Russian Federation. - 1996. - no. 20. - Art. 2321
Federal Law No. 193-FZ of 08.12.1995 “On Agricultural Cooperation” // Collected Legislation of the Russian Federation. - 1995. - No. 50. - Art. 4870 Articles of incorporation of a cooperative
Citizen or legal entity
By general rule a three-tier system of governing bodies operates in a cooperative: higher (general meeting, meeting of authorized persons (in an agricultural production cooperative)); controlling (supervisory board, auditor, audit commission, audit union); executive (board and (or) chairman). The competence of the governing bodies is determined by the Civil Code, laws on production cooperatives and charters. The cooperative is liable for its obligations with all property belonging to it on the right of ownership. Subsidiary liability of members of the cooperative for the obligations of the cooperative is determined in the manner prescribed by the charter of the cooperative. The cooperative is not liable for the obligations of its members. Foreclosure on a share of a member of a cooperative for his personal debts is allowed only if there is a shortage of other property to cover such debts in the manner prescribed by the charter of the cooperative.
Collection of personal debts of a member of a cooperative cannot be directed to the indivisible fund of the cooperative (Article 13 of the Federal Law "On Production Cooperatives").
Unitary enterprises
Civil Code of the Russian Federation (part one) dated November 30, 1994 N 51-FZ // Collection of Legislation of the Russian Federation. - 1994. - N 32. - Art. 3301
Federal Law of November 14, 2002 No. 161-FZ “On State and Municipal Unitary Enterprises” // Collected Legislation of the Russian Federation. - 2002. - N 48. - St. 4746 Constituent document unitary enterprise is its charter (Article 9 of the Federal Law)
The founder of a unitary enterprise may be the Russian Federation, a constituent entity of the Russian Federation or municipality(Article 8 of the Federal Law)
The central place in the management of a unitary enterprise is occupied by its head - director (general director).
At the same time, unlike other commercial organizations, in particular business companies (LLC, OJSC or CJSC), the law does not allow collegial management of unitary enterprises - decision-making by voting, that is, meetings, councils, boards, directorates, etc., or with the help of agreements (Article 21 of the Federal Law)
According to Article 7 of the Law on Unitary Enterprises
a unitary enterprise based on the right of economic management shall be liable for its obligations with all its property.
A unitary enterprise is not liable for the obligations of the owner of its property (the Russian Federation, a subject of the Russian Federation).
The Russian Federation, the subject of the Russian Federation are not liable for the obligations state enterprise, except in cases where the insolvency (bankruptcy) of such an enterprise is caused by the owner of its property. In these cases, the owner, in case of insufficiency of the property of the state enterprise, may be assigned subsidiary liability for his obligations.
Non-Profit Organizations
Civil Code of the Russian Federation (part one) dated November 30, 1994 N 51-FZ // Collection of Legislation of the Russian Federation. - 1994. - N 32. - Art. 3301
Law of the Russian Federation of June 19, 1992 N 3085-1 "On consumer cooperation ( consumer societies, their unions) in the Russian Federation"
Federal Law No. 7-FZ of 12.01.1996
"About non-profit organizations"
Federal Law No. 174-FZ of November 3, 2006
"On Autonomous Institutions"
Federal Law No. 125-FZ of September 26, 1997 "On Freedom of Conscience and Religious Associations"
Federal Law No. 82-FZ of May 19, 1995 "On Public Associations" The constituent documents of non-profit organizations are:
charter approved by the founders (participants, owner of property) for a public organization (association), fund, non-profit partnership, an autonomous non-profit organization, a private or budgetary institution;
charter or in cases established by law, regulatory legal acts the President of the Russian Federation or the Government of the Russian Federation, regulations approved by the relevant body exercising the functions and powers of the founder, for a public institution;
a constituent agreement concluded by their members and a charter approved by them for an association or union (Article 14 of the Federal Law “On Non-Commercial Organizations”) The founders of a non-commercial organization, depending on its organizational and legal forms, may be fully capable citizens and (or) legal entities ( article 15 of the Federal Law)
The supreme governing bodies of non-profit organizations in accordance with their founding documents are:
collegiate supreme governing body for an autonomous non-profit organization;
general meeting of members for a non-profit partnership, association (union).
The procedure for managing the fund is determined by its charter.
The composition and competence of the governing bodies of public organizations (associations) are established in accordance with the laws on their organizations (associations).
The executive body of a non-profit organization may be collegiate and (or) sole. He carries out the current management of the activities of a non-profit organization and is accountable to the highest governing body of a non-profit organization (Articles 29-30 of the Federal Law) Among non-profit organizations, only the owner of the property of the institution in case of insufficiency Money the institution bears subsidiary liability for its obligations (clause 2, article 120 of the Civil Code of the Russian Federation). It should also be borne in mind that not all non-profit organizations are subject to bankruptcy. Bankruptcy is excluded in relation to institutions, political parties, religious organizations.
Task 2. Based on the analysis of the invalidity of civil law transactions, fill in the table " Comparative characteristics invalid transactions.
Comparison criteria Voidable transactions Void transactions
Types of transactions
(name and indicate the number of the article of the Civil Code of the Russian Federation) transactions legal entity that go beyond the limits of his legal capacity (Article 173 of the Civil Code)
transactions made with going beyond the limitations of the authority to make a transaction
transactions made by minors aged 14 to 18 (Article 175 of the Civil Code)
transactions made by a citizen limited by the court in capacity (Article 176 of the Civil Code)
transactions made by a citizen who is not able to understand the meaning of his actions or manage them (Article 177 of the Civil Code)
transactions made under the influence of delusion (Article 178 of the Civil Code
transactions made under the influence of deceit, violence, threat, malicious agreement of a representative of one party with the other party or a combination of difficult circumstances (Article 179 of the Civil Code) transactions made with a purpose contrary to the foundations of law and order and morality (Article 169 of the Civil Code)
transactions made by a citizen recognized as legally incompetent (Article 171 of the Civil Code)
transactions made by persons under the age of 14 (Article 172 of the Civil Code)
transactions made in violation of the form, if the law provides for such consequences (Article 168 of the Civil Code of the Russian Federation)
transactions made in violation of the requirements for their state registration(165 GK)
imaginary and feigned transactions (Article 170 of the Civil Code)
Is it necessary to declare the transaction invalid in judicial order? Yes. According to paragraph 1 of Art. 166 voidable is such an invalid transaction, which can be recognized as such by the court. In other words, a voidable transaction gives rise to the legal consequences to which it was directed, but they can be canceled if the court recognizes the transaction as invalid. If there is no appeal to the court, or if the statutory period for challenging it is missed, the transaction is considered valid, despite the presence of relevant defects in it. No. Unlike a voidable transaction, a void transaction is invalid in itself, regardless of whether it is recognized as such by a court. In other words, a void transaction does not give rise to legal consequences inherent in a valid transaction and does not require confirmation of its invalidity by the court. Therefore, void transactions, which are often called absolutely invalid, may simply not be executed by the parties without any negative consequences following this.
Time (moment) of the transaction invalidity By court decision. A void transaction is declared invalid due to a violation of the law. Such a transaction is invalid from the moment it was made.
Legal Consequences If the transaction is invalid, each of the parties is obliged to return to the other everything received under the transaction, and if it is impossible to return what was received in kind (including when the received is expressed in the use of property, work performed or services provided), to reimburse its value in money, if other the consequences of the invalidity of the transaction are not provided for by law (Article 167 of the Civil Code of the Russian Federation).
If it follows from the content of a voidable transaction that it can only be terminated for the future, the court, recognizing the transaction as invalid, terminates its validity for the future. Since an invalid transaction is also invalid without recognition of this fact by the court, the law establishes only a limitation period for filing a claim for the application of the consequences of the invalidity of a void transaction. The requirement to apply the consequences of the invalidity of a void transaction may be presented by any interested person within 3 years from the date when its execution began. In addition, the court has the right to apply such consequences on own initiative.
Task 3. Fill in the table: "Common joint and common shared ownership: similarities and differences"
Common joint property Common shared property
Similarities
Common property is the ownership of the same property by several persons (co-owners) at the same time.
The property may be in common ownership with determination of the share of each of the owners in the ownership right (share ownership) or without determination of such shares (joint ownership).
Common property arises when two or more persons receive property that cannot be divided without changing its purpose (indivisible things) or is not subject to division by virtue of law.
By agreement of the participants in joint ownership, and if agreement is not reached by a court decision on common property shared ownership of these persons may be established.
Differences
Joint (shareless) ownership means that the ownership of a particular object is not divided between the owners, but belongs to them jointly, jointly. Common shared ownership means the division between the participants of the property rights belonging to them jointly, and not of property.
General provisions on the right of joint (shareless) ownership, enshrined in Art. 253 of the Civil Code, are applied only insofar as there are no direct indications of the law on the features of the legal regime of certain types of joint ownership. Participants in joint ownership relations jointly own and use common property, unless an agreement between them expressly provides that only one of the co-owners or certain co-owners use some specific objects (parts) of the common property. Shared ownership inherently requires a clear definition of the shares of participants in the right to common property. Such shares can be defined in law (for example, when inheriting by law, the shares of heirs of one stage are recognized as equal by virtue of the rule of Part 1 of Article 532 of the Civil Code of 1964) or established by agreement of the parties (for example, participants in an agreement on joint activities).
The division and division of property that is jointly owned also has its own characteristics, provided for by the rules of Art. 254 GK. The division and apportionment of matrimonial property, as well as the division of property of a peasant (farm) economy, entails the termination of joint ownership. Because the we are talking on non-shared property, the division or apportionment of common property in these cases requires, first of all, determining the share of each of the co-owners in the right to common property (clause 1, article 254). Unless the law or the agreement of the participants establishes other rules, the shares of the co-owners shall be recognized as equal. A participant in relations of common shared ownership has the right, at his own discretion, to dispose of his share, which is part of the property belonging to him personally. At the same time, a preliminary allocation of property attributable to this share is not required at all, because the object of the relevant transactions will be the alienation of the share as part of the ownership of the common property.
The definition of shares does not turn the relations in question into shared ownership, because shares are established only in the event of a division or allotment, that is, the termination of common property, at least for the separated participant. Some traditional rules for shared ownership are also inapplicable here, for example, on the pre-emptive right to purchase the share of the exiting participant. On the contrary, monetary or other compensation for the share of the withdrawing participant, which is an exception in shared ownership, can be applied quite widely here, for example, in the division of matrimonial property. Therefore, the rules on the division and allocation of a share from the common property, established by Art. 252 of the Civil Code, in these relations can be applied only insofar as otherwise is not established by special rules of the law or does not follow from the essence of joint ownership relations (paragraph 3 of article 254). Each participant in shared ownership in accordance with Art. 249 of the Civil Code is obliged, in proportion to its share, to participate in the payment of taxes and other payments relating to common property, as well as in other costs for its maintenance and preservation.
Participants in common joint ownership of an apartment can dispose of the apartment they own by right of ownership only jointly, that is, they can sell not a share in the ownership of the apartment, but the entire apartment as a whole. A participant in common shared ownership of an apartment can, for example, sell his share in the apartment, having previously notified the owners of other shares in this apartment of his intention (Article 250 of the Civil Code)
Task 4. Classify obligations with specific examples and fill in the table:
Basis for classification Types of obligations Examples
Contractual agreements with the participation of third parties Regressive arise in cases where the debtor under the main obligation performs it instead of a third party or through the fault of a third party. Recourse obligations arise in various areas of property relations. So, the main supplier is responsible to the buyer of products for violation of the deadlines for the transfer finished product that occurred through the fault of a sub-supplier who delayed the transfer of materials required by the main supplier; The general contractor is liable to the customer for the guilty actions of the subcontractor, which caused the delay in the completion of the facility. The amounts paid by the head supplier and the general contractor to their counterparties under recourse obligations are reimbursed to them by the sub-supplier and sub-contractor, respectively.
in favor of third parties are contractual obligations, the performance of which can be demanded not only by the creditor, but also by a third party who did not participate in the conclusion of the contract, since it was in his favor that the performance was stipulated. So here comes a new lender. Typical examples such obligations are obligations arising from life insurance contracts. Also, paragraph 2 of Art. 313 of the Civil Code grants a third party the right, without asking the consent of the debtor, to fulfill the obligation to the creditor. After a third party does so, the rights of claim belonging to the creditor pass to him. The meaning of this norm is that the debtor is not entitled to refer to the fact that he did not instruct a third party to fulfill his obligation.
Subjective methods of ensuring legal relations obligations guarantee; bank guarantee; insurance.
an agreement on the assignment of rights or debt, which may be the circumstances of the debtor's failure to fulfill the secured obligation.
Contractual economic obligations Realization of property
Use of property
Execution of works
Provision of services
Settlements and lending
Insurance
Cooperative activity
Mixed obligations
non-contractual Arising from non-contractual transactions
Protective obligations
main and additional Paid and non-paid
Simple and complex
Unilateral and mutual
Grounds for the emergence of an obligation contractual obligations (arising on the basis of an agreement)
non-contractual obligations obligations arising from the infliction of harm; public promise of a reward; associated with unjust enrichment
based on an administrative act Rarely occur
based on a court decision Occur rarely
Depending on the number of persons participating in the obligation (meaning, when several persons act simultaneously on one of the parties, the number of persons is greater than the number of parties, which are always two)
obligations with a plurality of persons are divided into: equity, each of the creditors has the right to demand performance, and each of the debtors is obliged to fulfill the obligation in a certain share with others; if the shares are not defined, then they are considered equal. Today it is used mainly between citizens, and if it is not clear what kind of obligation, then it is considered a share
joint and several have the right to demand performance both from all debtors and from any of them separately, both in full and in part, therefore this type of obligation is always beneficial to the creditor
if the subject of the obligation is indivisible, the car is owned by 2 persons and it is sold
in case of joint infliction of harm in economic circulation - legal entities that have newly emerged after the reorganization of the legal entity, if their separation balance sheet does not make it possible to determine who is the assignee for debts;
- participants in a general partnership;
- general partners of a limited partnership;
- ALC participants;
- the parent company is jointly and severally liable with the subsidiary company, if the latter acted on the basis of instructions from the parent company;
- with a surety
Task 5. Zykov, living in a “civil marriage” with Semenova, gave her notarized power of attorney the right to dispose of their bank deposits.
Two years after the power of attorney was issued, Semenova transferred all the money from Zykov's account to her deposit.
Six months later, Semenova died as a result of an accident. Daughter Semenova, in order to enter into inheritance rights, declared her rights to the contribution.
Zykov filed a lawsuit in court to recognize his ownership of the deposit, indicating that when issuing a power of attorney, he meant that Semenova would take only small amounts for current household needs. Semyonova deceived him and transferred all the money to her name.
Is Zykov's claim justified?
What actions can be authorized to perform?
Answer:
1-****
2-****
3-ch.10 of the Civil Code of the Russian Federation, Art.
Bibliography
1. Civil Procedure Code of the Russian Federation of November 14, 2002 N 138-FZ (as amended on July 14, 2015).
2. Belov V. A. Civil law. A common part. T. 1: textbook / V. A. Belov. - M., 2011. - 520, p.. - Dedicated to the 300th anniversary of the birth of M.V. Lomonosov. - Recommended by MO.
3. Civil law. [In 3 volumes]. T. 1: textbook / [E. N. Abramova and others]; ed. A. P. Sergeeva. - M., 2011. - 1006 p.
4. Civil law. [In 3 volumes]. T. 2: textbook / [E. N. Abramova and others]; ed. A. P. Sergeeva. - M., 2011. - 878 p.
5. Civil law. [In 3 volumes]. Vol. 2: textbook / ed. A. P. Sergeeva. - M., 2012
6. Civil law. [In 3 volumes]. T. 3: textbook / [E. N. Abramova and others]; ed. A. P. Sergeeva. - M., 2011. - 800 p.
7. Civil law. In 4 vols. Vol. 2: textbook: [for universities in the direction 521400 "Jurisprudence"] / otv. ed. E. A. Sukhanov. - M., 2010 - Recommended by UMO.
8. Sergeev A. P. Civil law. [in 3 volumes]. T. 1: textbook / ed. A. P. Sergeeva. - M., 2012
Everyone who begins to implement plans to start their own business faces the need to choose a legal form for their future business. This task cannot be called simple. But knowing the features of each of them will allow you to weigh the pros and cons and choose the best one for your case.
What are the organizational and legal forms of entrepreneurial activity
The key criterion by which it is possible to sort the organizational and legal forms (OPF) existing in Russia is their relation to profit. On this basis, two large groups of OPF are distinguished:
- commercial
- non-commercial.
The purpose of the former is to make a profit, this is directly stated in textbooks on economics. And for the latter, it is only a means of solving statutory tasks. Such tasks can be formulated as the fight against AIDS, world peace, improving financial literacy, protecting the environment, helping the disabled, social rehabilitation of the homeless or drug addicts, etc. 
When choosing a legal form for a business, you have to carefully weigh the pros and cons
However, non-profit organizations (NPOs) are a separate extensive topic, but for business in its purest form this is not an option.
There are such types of OPF commercial nature:
- Not related to the formation of a legal entity:
- Individual entrepreneurs (IP) - individuals with a special status, which are full subjects commercial activities and having a number of additional opportunities compared to ordinary individuals.
- Peasant (farming) farms (PFH) are a special organizational and legal form for doing business in agriculture.
- Legal entities differ from forms without forming a legal entity by the obligatory presence of an authorized capital or its analogues:
- Business companies:
- Limited liability companies (LLC), in which the authorized capital is divided into shares of the founders.
- Joint stock companies, where the authorized capital is divided into shares. Depending on the possibility of free purchase and sale of shares on the market, they are divided into the following varieties:
- Public Joint Stock Companies (PJSC), whose shares are freely sold and bought, anyone can become a shareholder.
- Non-public or simply joint-stock companies (JSC), where the circle of shareholders and the possibility of buying and selling shares are limited by the internal regulations of the company.
- Production cooperatives, or artels, associations of individuals, the main condition for membership is personal labor participation in the activities of the cooperative, the common property, which can be called the equivalent of the authorized capital, is divided into shares, when joining the cooperative, a share fee is paid, the possibility of accepting and excluding participants is determined by the general meeting of members of the cooperative.
- Partnerships are associations of commercial entities, instead of the authorized capital, a share capital is formed:
- general partnership, the participants of which can only be legal entities and individual entrepreneurs;
- partnerships on faith (limited partnerships), where, along with general partners, the role of contributors (limited partners), which can be individuals, is provided.
Table: similarities and differences of OPF without creating a legal entity
| Comparison criteria. | IP. | KFH. |
| Possibility of accepting additional participants. | Excluded. An individual entrepreneur can only hire workers for labor or civil law contracts. Intermediate options are not provided even for family members. If there is a need to give family members a special status, the IP option is not suitable - only the establishment of a business company with the inclusion of relatives and friends among the founders or the creation of a partnership with giving these people the status of contributors or after they register IP - full partners. | The roles of the head of the farm and ordinary members are provided, which can be family members or other relatives of the farmer, as well as complete strangers. At the same time, employees can be hired under labor and civil law contracts. |
| Managing body. | Not provided. All key decisions for the business (for example, to close the IP or change the type of activity) are taken by the IP alone, they do not need to be drawn up on paper. | Head of KFH. |
| Constituent documents. | Not required. | If the circle of members of a peasant farm is not limited to its head, an agreement is drawn up on the establishment of a peasant farm that regulates further relations between the participants, the procedure for making key decisions, etc. |
| Opportunity to choose the field of activity. | Not limited. Any permitted by law, other than those private business cannot be engaged by definition, for example, state and municipal administration. You can also engage in agriculture, and provided that the share of proceeds from these activities accounts for 70% of the income of an individual entrepreneur, he gets the right to pay a single agricultural tax. | Exclusively agriculture and related activities. If the head of the peasant farm wants to do something else, he will have to register an individual entrepreneur separately or establish economical society. This law does not prohibit either him or ordinary members of the economy. But according to the law, it is impossible to be a member of more than one KFH at the same time. |
| With all your property, unfulfilled obligations do not disappear even after the closure of the IP. | Same as IP. | |
| Financial obligations to the state. | From the moment of state registration and until the closure of the IP, it is obliged to pay insurance premiums for itself during off-budget funds(Pension and compulsory health insurance) regardless of the financial result of their activities - in fact, only for what it is. Income tax is paid in accordance with the chosen system of taxation. With the advent of hired personnel, personal income tax is withheld from the salary of employees, social contributions are paid for each of them. | In general, it is similar to IP, but there is one difference - if there is more than one participant in a peasant farm, fixed payments to funds are made for each of them, no matter how many there are. However, thanks to this, members of the KFH have an insurance period for a future pension. |
Differences between entrepreneurs and farmers from ordinary citizens
Theoretically, you can do business without registering individual entrepreneurs and peasant farms. If a citizen declares all the income received in this way and pays tax on it, the state has no claims against him. But this form of activity has significant drawbacks:
- the inability to choose a tax regime - only the payment of personal income tax is available, while individual entrepreneurs and peasant farms have more profitable options;
- inaccessibility banking products, intended for business, the conditions for which may be more "tasty" than those offered to individuals;
- limiting the possibilities for contractual relations with customers - legal entities: they often give preference to individual entrepreneurs, because they pay taxes and make contributions for themselves, and for a citizen it is necessary to make contributions at least to the Pension Fund in excess of the payments due to him;
- the impossibility of using printing, which in some cases may be important;
- the absence of obligations for social contributions can also be considered as a blessing, but it must be understood that the length of service does not go. Although an individual can make payments to the FIU, thereby securing an insurance record and savings for a future pension, by entering into a voluntary relationship with a fund or under a pension co-financing program.
IP remains after registration as an individual, but receives a special status that gives additional opportunities The law also provides for the option of personal subsidiary farm(LPH). It is understood that private household plots produce agricultural products for themselves and sell the surplus. On such income, it does not pay taxes and does not report on it in any way, nor does it pay fixed insurance premiums. But only family members can work in private household plots; total area land plots limited to 0.5 ha, and for peasant farms these limits are determined by local legislation and can be, for example, 200 ha; work in private household plots is not counted in the length of service for pensions.
Some differences between KFH and LPH in the form of a table Differences between entrepreneurs and farmers from legal entities
| Comparison criteria. | IP and KFH. | Legal persons. |
| Registration restrictions. | Only at the address of registration of the place of residence or stay, regardless of the address of actual residence and place of business. for example, if the head of the future peasant farm is registered in the city, he must register the farm there. If an individual entrepreneur pays tax on imputed income or acquires a patent, including certain types activities, the corresponding payments go to the budget of the administrative unit where such activities are carried out. | No restrictions - any legal address, which the company is entitled to legally use, regardless of the address of registration of the founder and / or director. It is allowed to register a company at the home address of the director. |
| The need for authorized capital. | Not needed. | The authorized capital in its pure form or its analogues is required. The authorized capital of an LLC is from 10 thousand rubles. May be contributed by property. The authorized capital of JSC - from 10 thousand, PJSC - from 100 thousand rubles. Cooperatives must have common property, partnerships - share capital. |
| The ability to freely manage money. | There are no restrictions, since it is impossible to separate the personal funds of the entrepreneur and the money of the business. | There are restrictions. It is impossible to withdraw money from the company's account just like that, it is necessary to justify the intended purpose, which often requires various tricks. |
| The need for a governing body, constituent documents and registration of key decisions. | IP doesn't need it. He makes all decisions himself, without coordinating them with anyone and without reporting to anyone. in the KFH, decisions are made by the head. If there is more than one member of a peasant farm, an agreement is drawn up on the establishment of a peasant farm, in which it is allowed to prescribe the decision-making procedure, including collectively with the participation of ordinary members of the farm, and the need to fix them on paper. | All of the above are required. |
| Liabilities for contributions to off-budget funds (insurance contributions). | There are and do not depend on the financial result of the activity and the fact of its conduct. If there is more than one participant in the KFH, payments are made for each. | Only from the actual accrued salary. |
Business companies
Perhaps the most popular OPF of this variety, especially for small businesses, can be called an LLC. However, in some cases, the establishment of a joint-stock company is also justified.
Most often, a future businessman faces a dilemma of choosing between an LLC and an individual entrepreneur, less often, when it comes to plans related to agriculture, the KFH option can also be considered.
In favor of an LLC is usually the absence of obligations to pay insurance premiums only upon the fact of its existence. LLC, and indeed any legal entity, makes such payments only from salaries accrued to staff and payments from other remuneration to individuals, for example, under work contracts. But there are other nuances.
Limited liability companies
In an LLC, the founder is liable for its obligations within the limits of its share in the authorized capital.
If the authorized capital of an LLC is equal to the minimum of 10 thousand rubles by law, it can owe at least millions, but penalties for this amount are imposed on the property of the company, and the personal liability of the founders is limited to these same 10 thousand. So, if a company has three founders and the share of two of them in the authorized capital is three thousand, and one is four thousand rubles (30 and 40%, respectively), then their personal liability is limited to these amounts. If there is nothing to collect from the LLC itself, bribes from it are smooth.
The authorized capital can be contributed not only in money, but also in property, and if the amount of this capital is initially small, then the founders have the opportunity to evaluate it on their own, without involving an expert. For example, a used laptop can be used in this capacity. And if there is nothing on the balance sheet of the company, except for this laptop, contributed as authorized capital, then there is nothing more for creditors to get from it.
Thanks to this feature, LLC founders can stop one unsuccessful business and start a new one from scratch. But the IP does not have such room for maneuver: unfulfilled obligations associated with entrepreneurial activity will haunt him for the rest of his life. And if it closes and then reopens, the debts accumulated during business activities will not go away from it. 
Key Features LLC consists in the fact that the liability of the co-founders for its obligations is limited to the share of each in the authorized capital of the company
Previously, there was a variant of an additional liability company (ALC). It differed from LLC in that the founders were liable with all their property for the obligations of the company within the framework of each share in the authorized capital of the company. However, this option was not popular, which is not surprising. Who would want to burden themselves with additional liability, when you can easily and legally avoid this by opting for the LLC option? In 2018, ALCs are not established, and the provisions of the legislation governing their activities have long since ceased to be valid. According to statistics for December 2017, there were more than 3.7 million commercial organizations in Russia. And among them there are only six ALCs, of which three were established before July 1, 2012.
At the same time, it is more difficult for society to withdraw money from working capital. The entire working capital of an individual entrepreneur is by default considered his personal funds, with which he has the right to do as he pleases. But the founders of an LLC do not have such an opportunity. If you strictly follow the letter of the law, then the company must first make a profit and pay tax on it, and only then have the right to distribute this profit among the participants in the company and withhold a separate tax from the amounts due to each of them.
In practice, of course, there are ways to get around this slingshot. They are known to every more or less experienced accountant.
One of these ways of obtaining money from the working capital of your company is the conclusion between the founder and the company of a loan agreement for the withdrawn amount. In fact, to conclude such an agreement with himself, but in different guises, even the only founder of the company, who is at the same time its first person, and the chief accountant, and the only employee, has the right. The contract itself can be concluded, for example, for 500 years at 0.001% per annum, or even on the terms of an interest-free loan. And although in tax office they perfectly understand what all this means, they have no formal grounds to find fault.
It is not uncommon, although not the best option from the point of view of business interests, when the founders do not make a difference between their personal wallet and the company's finances and, in fact, simply take funds for their current needs from the cash desk.
Financial consultants recommend separating personal finances and business money and at least clearly fixing for yourself on paper or in spreadsheet(for this you can use Excel, Google spreadsheets or specialized mobile applications) all cases when the founder spent his own funds for the needs of the company and, conversely, used the company's funds for his personal needs, and reconcile at least once a month. Even better is to calculate every time how much money and when can be withdrawn from the business without jeopardizing its solvency. To do this, you can use the following assessment tools financial condition business, as a financial (economic) model, a cash flow statement and a profit and loss statement. And the ideal option is to set a kind of “salary” for the founders, optimal size which should be calculated at the end of each payment period (usually one month). It will not be superfluous to conduct such calculations and IP, whose activities involve tangible participation own funds for the purchase of goods, payment for the services of counterparties, etc., and taxes and fixed contributions should not be forgotten, especially when the profits are small and can be easily spent on life entirely.
An example of summarizing personal expenses for business and business funds for your needs in one table from the founder of the Finologist service, Mikhail Smolyanov It would not be superfluous to mention such a difference between an economic company and an individual entrepreneur as a higher bureaucratic burden. Every society must have a founding document called a charter. It may be typical, but the entrepreneur does not need this either. Each fateful decision for the company, in cases where it is required by law or its own charter, must be drawn up on paper by the minutes of the general meeting of founders or by the decision of the sole founder. And it is enough for an individual entrepreneur to make a decision in his head, without drawing it up on paper. The firm must also have at least a nominal CEO and Chief Accountant. The law does not prohibit combining all these roles to one employee, co-founder or sole founder, there are also ways to legally not pay such a person a salary and deductions from it, or get by with symbolic amounts. However, the IP is completely spared from the need to use such tricks.
Joint stock companies
The main feature of joint-stock companies is that in them the authorized capital is divided not into shares, but into shares. The owners of parts of the authorized capital in such a company are called shareholders, and by default there are more than one. When the holder of all 100% of the shares is a single shareholder, the appropriateness of choosing such OPFs is questionable. It's easier to be in this situation. sole founder OOO. 
In a joint-stock company, the meeting of shareholders is authorized to make key decisions
Shareholders bear responsibility for the risks of a joint-stock company within the limits of the number of shares they own. In practice, this means, first of all, that in the event of unsatisfactory financial results activities of the company, they run the risk of losing all or a fair amount of funds invested in shares if they manage to sell shares below par value.
The body authorized to make fateful decisions in a joint-stock company is the meeting of shareholders. In this case, one share is equal to one vote. And although the authorized capital is divided into them in equal shares, so if a hundred shares were issued, then each is equal to one hundredth of the authorized capital, and if a thousand - one thousandth. But the number of shares held by shareholders may be different. The main determining factor in this case is solvency and willingness to invest in a specific business project. And if one shareholder has, for example, 90 shares, and another ten, it is easy to understand whose opinion will be decisive.
The concept of a share, and indeed investment in general, in the 90s of the last century was thoroughly discredited by various financial pyramids, one of the most famous of which was the notorious MMM OJSC. But all the commercial activities of the brainchild of Sergei Mavrodi and similar structures were limited exclusively to stock trading. Unlike pyramids, a full-fledged joint-stock company invests the money received from the sale of shares in real business projects, whether it be production, trade, innovative developments, etc., and seeks to preserve and increase these funds due to the financial result from their implementation.
With a positive result of the activities of a joint-stock company, shareholders can receive payments called dividends. Payments to shareholders of profit from their ownership of a company's shares (shares act as confirmation of the fact of such ownership) are called dividends and are paid according to the results reporting period, usually one year. The decision whether to pay them and if so, in what amount, is taken by the general meeting of shareholders. We can talk about dividends only in the case of profit and a decision to distribute it in whole or in part among shareholders. If there is no profit, then there is nothing to pay.
Shares freely traded on stock exchange, are usually purchased to earn on fluctuations in their market value. The dividend earning strategy is considered to be significantly less profitable.
The classification of joint-stock companies is based on the possibility of free circulation of shares. According to this criterion, they are divided into two types:
- public joint stock companies, or simply joint stock companies (JSC);
- public joint stock companies (PJSC).
PJSC shares can be bought and sold freely, including on the stock exchange. Various restrictions apply to the purchase and sale of JSC shares. Such shares are initially distributed among the founders or other persons designated by them.
Until September 1, 2014, public joint-stock companies were called open (JSC), and non-public - closed (CJSC). However, after the entry into force of Federal Law No. 99-FZ dated May 5, 2014 “On Amendments to Chapter 4 Part 1 Civil Code of the Russian Federation and the invalidation of certain provisions of the legislative acts of the Russian Federation” existing legal forms properties were given new names, and quite often, adjustments were made to their content.
The following features of PJSC follow from the current version of the federal legislation:
- free circulation of the company's securities (shares, bonds) on the market;
- the obligation to regularly publish publicly available reports on the financial activities of the company in accordance with generally accepted standards;
- the obligation to involve specially appointed registrars to maintain the register of shareholders and establish decisions of meetings of shareholders;
- no restrictions on the number of shareholders - there can be as many as you like.
Shares of non-public JSCs cannot be bought or sold on the free market. The circle of persons entitled to their acquisition is determined by the founders of the JSC and included in the relevant decisions in its charter. If the holder of these securities wishes to sell them, other shareholders have the pre-emptive right to acquire them. Usually, the period during which the priority sale rule is valid is valid for 30-60 days (depending on the charter of a particular JSC) from the moment the shareholder announces his decision to make a deal on the alienation of shares. Other restrictions may apply. For example, the possibility of selling shares only with the permission of other shareholders or the need for their mandatory approval of the candidacy of a potential buyer.
A JSC can have no more than 50 shareholders.
There is also a difference in the requirements for the size of the authorized capital. For PAO minimum amount is 100 thousand rubles, while JSC is enough 10 thousand. 
The main differences between PJSC and JSC (non-public companies) in the form of a table
It can be said that closed joint-stock companies (CJSCs), which were relatively widespread until September 2014, were transformed into non-public JSCs.
CJSCs were popular at the turn of the 80s and 90s of the last century, when state-owned enterprises were massively transferred to joint ownership labor collectives. The distribution of shares with limited turnover among employees of such enterprises was considered one of the forms of fair distribution of this property among members of the labor collective.
In modern realities, the expediency of establishing a joint-stock company raises big questions. A more comfortable option seems to be an LLC, where ownership of the company's assets and the ability to influence management decisions limited to the circle of founders, which is usually narrower than shareholders.
But PJSCs, due to the proceeds from the free sale of shares, have the opportunity to attract additional money to the business. This is usually why shares are sold.
Forms of joint venture
Here, cooperatives stand out as a way of joint activity of individuals and partnerships - for legal entities and individual entrepreneurs.
Production cooperative
A production cooperative is a legal entity formed as a result of a voluntary association of individuals, which may be at least five.
An exclusively general meeting of members of a cooperative, in particular, has the right to make decisions such as:
- charter change:
- formation and appointment of other governing bodies;
- admission to the members of the cooperative and exclusion from their number;
- determining the amount of the contribution.
A mandatory condition for membership in a cooperative, the law determines the contribution by each participant of a personal labor contribution to its commercial activities. This may be production, trade, provision of services, etc. 
Since the key condition for membership in cooperatives is personal labor participation in its activities, they are also officially called artels.
The property of the cooperative is divided into shares. By making a share contribution upon entry, the participant thereby pays for his share.
A member can leave the cooperative:
- at will;
- due to exclusion;
- in case of death;
- on other grounds provided by the charter.
Partnerships
General partnerships unite commercial organizations and / or individual entrepreneurs for joint management commercial activities. For his obligations and risks, the comrades are responsible with all their property, however, the first thing to do is to levy the share capital of the general partnership, which, according to the law, must be at least one hundred minimum wages (minimum wage). The share capital performs the role of authorized capital, the responsibility of the participants in the partnership is distributed in proportion to the share of each in it. In this sense, the approach is similar to the situation with ODO. In turn, as in the case of a cooperative, each participant in a general partnership must contribute to its entrepreneurial activity.
In one of regional centers In the Central Federal District of the Russian Federation, individual entrepreneurs specializing in providing a wide range of car repair services and auto parts trade have united in a general partnership operating throughout the city. They considered that together it is easier for them to solve a number of organizational issues.
The role of the main internal document regulating the activities of a general partnership is played by the memorandum of association, which acts as a charter. 
The function of the charter in the partnership is performed by the memorandum of association
The composition of a limited partnership, or a limited partnership, has the right to include not only general partners, who, as in the case of a general partnership, must necessarily be commercial organizations or individual entrepreneurs, but also contributors (limited partners).
Individuals may also be limited partners, and their obligations as part of a limited partnership are limited to making a contribution to the share capital. Only general partners have the right to sign the memorandum of association and manage this type of partnership. Investors are not entitled to influence the management and challenge the decisions of the managing body in court. But they have the right to control financial activities partnership, their share of profits, proportional to the contribution to the share capital, and the pre-emptive right to return their contributions at the expense of the property of the partnership in its liquidation.
Comparative table of existing organizational and legal forms
| IP | KFH | OOO | PAO | JSC | Production cooperative | General partnership | Limited partnership (limited partnership) | |
| Who can be a member. | Individual. | Individuals. | Individuals, including foreigners and stateless persons, Russian and foreign legal entities. | Individuals and legal entities. | Individuals, the possibility of participation of legal entities is determined by the charter of the company. | Individuals. | Legal entities and individual entrepreneurs. | Legal entities and individual entrepreneurs as general partners, individuals may also be contributors. |
| The name of the participant. | Individual entrepreneur. | Head of the KFH, members of the KFH. | Founders, co-founders. | Shareholders. | Shareholders. | Cooperative members. | Complete comrades. | Full partners and contributors (limited partners). |
| Limit number of participants. | Only one person. | The head of the peasant farm, members of his family, relatives (then three families), third-party individuals (up to five people). | From one to fifty individuals and/or legal entities. | Not limited. | No more than 50 shareholders. | From five people. | Not limited. | Not limited. |
| The highest management body. | Not applicable. All decisions are made solely by the individual entrepreneur, their documenting not required. | Head of KFH. | Sole founder or general meeting of founders. | Meeting of shareholders. | Meeting of shareholders. | General meeting of members of the cooperative (at least five participants). | Not legally defined. The decision-making procedure is determined by the memorandum of association. If key decisions are made jointly, the obligatory condition is the consent of all members of the partnership, but a simple majority of votes is allowed. | Not legally defined. The decision-making procedure is determined by the memorandum of association. Participation in management is accepted only by full partners. |
| Founding document. | Not provided. IP decisions do not need to be documented. | Agreement on the establishment of a peasant farm. Not required if the KFH consists of one participant. | Charter. | Charter. | Charter. | Charter. | Memorandum of association. | Memorandum of association. |
| Responsibility for obligations. | All property. | Subsidiary responsibility of all members of the KFH. | Within the share of the founder in the authorized capital. | The company is responsible with all its property, the shareholders - for the risks of the nominal value of their shares. | The company is liable for obligations with property. Shareholders - according to the risks of the nominal value of their shares. | Subsidiary liability of members of the cooperative in the amount provided for by the charter, but not less than 0.5% of the share contribution. | Full partners are liable with all their property. |
How to choose the most suitable organizational and legal form
The choice of legal form for business is determined, first of all, by how the future owner imagines it further development and with whose money he plans to implement his project. If alone and without attracting third-party funding, it is easier to limit yourself to the option of an individual entrepreneur or LLC. The choice between them depends on which named pluses and minuses for each of these forms are of key importance for a particular individual.
If the project is collective, but the number of participants is small, it is worth considering the option of an LLC with several founders, and the company can have up to 50 of them.
But in some cases it is better to give preference to a production cooperative. This option is relevant when potential partners have nothing to invest in the business, except for small funds and their own labor. For example, if the partners are good at doing a certain job, say sewing, mending shoes, making furniture, etc. At the same time, do not forget that at least five participants are required to establish a cooperative.
Often, new business projects are launched with the participation of investors. And those can insist on their participation in the future legal entity. In this case, you can consider the option of both an LLC with the allocation of a share in the authorized capital to the investor, and a JSC, where he will become the holder of the agreed percentage of shares.
It makes sense to think about PJSC as a way to attract additional funds to the business through the sale of shares when there is already something to attract a potential buyer of shares. Securities of a little-known company that does not have impressive financial results in its assets (experienced stock investors evaluate the prospects of newcomer companies' shares based on their reports) are unlikely to arouse much interest.
The option of association in partnerships is better suited for businessmen with experience in doing business independently, who have realized the need to work together with colleagues and become partners from competitors. The choice between a general partnership or a limited partnership depends on whether there is a need to attract funds from potential investors to the project.
COMPARATIVE TABLE OF ORGANIZATIONAL AND LEGAL FORMS OF ENTREPRENEURSHIP
|
Members |
Constituent documents |
Capital |
Responsibility |
||
|
An individual entrepreneur without forming a legal entity - IPBOYUL |
1 person(qualification requirements may be presented (private security, education, etc.) |
Sometimes a license |
Minor, undivided |
Responsible for everything |
|
|
Partnership (full) |
Min 2 persons – only entrepreneurs (!) |
Memorandum of association |
The minimum capital is not set |
Solidary, with all property. A participant who has withdrawn from the partnership is liable for the obligations of the partnership for another 2 years |
|
|
Faith partnership |
Only entrepreneurs (!) TO In addition to the participants, there are also founders-contributors. They do not participate in entrepreneurial activities, they can leave at any time and receive their contribution. |
Memorandum of association |
The capital is divided into shares (contributions) of the founders. |
Participants are liable for obligations with all their property, investors incur losses only by the amount of the deposit. The investor has the right to receive a part of the profit due to his share. |
|
|
Min - 1, max - 50 |
Charter. Memorandum of association. |
Not less than 100 minimum wage. Divided into shares according to the number of participants (may be unequal) |
Only within the limits of their contributions |
||
|
Organizational and legal form |
Members |
Constituent documents |
Capital |
Responsibility |
|
|
Citizens, legal entities. Quantity is not limited |
At least 1000 minimum wages |
||||
|
No more than 50 people |
At least 100 minimum wages |
Risk of loss only within the value of your shares |
|||
|
State and municipal unitary enterprises FGUP, GUP, MUP (An example of such an enterprise is the post office) |
commercial legal entities |
The size of the authorized capital of the state unitary enterprise must be at least 5000 minimum wage, municipal - not less than 1000 minimum wage. |
The immovable property of a unitary enterprise cannot be sold, leased out, since it is not its property. Is it state or municipal property? |
Types of OPF | Membership types, restrictions | Registration documents | Control | Responsibility | Profit | Exit |
OOO | Charter, memorandum of association, minutes of the organizational meeting, application for registration | Governing bodies: general meeting of 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). | 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). |
||
ODO | Provides one type of membership - member. It can be an individual or a legal entity (their possible number is from 1 to 50). Another society cannot be sole member if it consists of 1 person. | Charter, memorandum of association, minutes of the organizational meeting, application for registration | 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). | 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). |
Company | One kind 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. | 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 | One kind 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. | Charter, memorandum of association, application for registration | 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%. | 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. |
DRL | 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. | Charter, memorandum of association, application for registration | 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 | 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. | Charter, memorandum of association, application for registration. | Governing bodies: meeting of participants, board, chairman. | 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 | 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. | Memorandum of association, minutes of the organizational meeting, applications from general partners (they become individual entrepreneurs), application for registration of TNV | 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). | General partners are liable with all their property, investors - the risk of losses 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. |
Fri | One kind of membership is a full fellow. 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. | Memorandum of association, minutes of the organizational meeting, applications for IP and registration of PT. | 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) | 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 | There are two types of membership - a member and an associate member (they can only be individuals). The minimum number of members of the SEC is 5 people. | 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. | 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). |
|
OSPC | Two types of membership - a member and an associate member (they can be individuals and legal entities). The minimum number of PSUC members is 5 citizens or 2 legal entities. | Charter, minutes of the organizational meeting, application for registration. | 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. | 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 | 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. | An application for registration of a peasant farm, an application for the allocation of a land plot on account of land shares, an agreement between members of a peasant farm (at their discretion) | All decisions on the management of a peasant farm are made by its head (unless otherwise provided by the agreement) | The head of the peasant farm for the obligations of the peasant farm bears full responsibility, and KFH members - risk within 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 | 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. | Charter approved by the Government of the Russian Federation | 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 |
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MP | The participant of the enterprise is its Founder - an authorized state body or body local government. This type of unitary enterprise is based on the right of economic management. | Charter, approved by the authorized government agency or local government | All decisions on the management of the enterprise are made by the head or another body appointed by the owner of its property. | 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 |
Preview:
In addition to the division into commercial and non-profit organizations, we also have a division into unitary and corporate. Unitary - these are those where there is leadership, as, for example, in a state-owned enterprise - an appointed director, this is a religious organization or institution. And corporate ones are where the citizens themselves collectively manage, for example, a homeowners' association or a joint-stock company. Where there are shareholders, it is a corporation. IN corporate organization whether it is commercial or not, it is managed collectively. There is a supreme body - the general meeting. It elects the board, the chairman of this board or the head of the legal entity itself, sometimes he is called the president. And in unitary issues of management, the owner decides
Commercial organizations:
- Commercial corporate organizations:
- General partnership
- Faith partnership
- Peasant (farm) economy
- Economic partnership (almost not mentioned in the Civil Code)
- Joint-Stock Company
- Production cooperatives
- Commercial unitary organizations:
Non-profit organizations:
- Non-profit corporate organizations:
- consumer cooperative
- Public organizations
- Associations and unions
- Non-profit unitary organizations:
- Funds
- Institutions
- Religious organizations
Commercial corporate organizations
General partnership
The definition of a full partnership is given in Article 69 of the Civil Code of the Russian Federation:
A partnership is recognized as a full partnership, 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.
Faith partnership
Article 82 contains the definition of a limited partnership:
A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners), there are one or more participants - contributors (limited partners), who bear the risk of losses, associated with the 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
Peasant (farm) economy
Article 86.1 of the Civil Code of the Russian Federation defines a peasant (farm) economy:
A peasant (farm) economy created as a legal entity is recognized as a voluntary association of citizens on the basis of membership for joint production or other economic activities in the region. Agriculture based on their personal participation and association of property contributions by members of the peasant (farm) economy
Economic partnership
The definition is contained in Art. 2 of the Federal Law of 03.12.2011 No. 380-FZ "On economic partnerships":
An economic partnership (hereinafter referred to as a partnership) is a commercial organization established by two or more persons, the management of which in accordance with this federal law participants of the partnership, as well as other persons, to the extent and to the extent provided for by the partnership management agreement.
Limited Liability Company
The definition of a limited liability company is given in Article 87:
A limited liability company is a business company, the authorized capital of which is divided into shares; members 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 shares
Joint-Stock Company
Article 96 of the Civil Code of the Russian Federation contains a definition of a joint-stock company:
A joint-stock company is a business company, 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, within the value of their shares
The previously existing CJSC and OJSC were replaced by new types of joint-stock companies:
- public
- non-public.
Production cooperatives
concept production cooperative given in article 106.1:
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). The law and the charter of a production cooperative may provide for the participation of legal entities in its activities.
Commercial unitary organizations
State and municipal unitary enterprises
Article 113 contains the definition of a unitary enterprise:
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 of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including between employees of the enterprise
The law distinguishes two organizational and legal forms of unitary enterprises:
- state unitary enterprises
- municipal unitary enterprises
Non-profit corporate organizations
consumer cooperative
Article 123.2 contains the definition of a consumer cooperative:
A consumer cooperative is a membership-based voluntary association of citizens or citizens and legal entities in order to meet their material and other needs, carried out by combining property shares by its members.
TO consumer cooperatives also include:
- consumer societies,
- housing, housing construction and garage cooperatives,
- horticultural, horticultural and dacha consumer cooperatives,
- mutual insurance companies
- credit cooperatives,
- rental funds,
- agricultural consumer cooperatives
Public organizations
Definition public organizations given in Article 123.4 of the Civil Code of the Russian Federation:
Voluntary associations of citizens united in the manner prescribed by law on the basis of their common interests to meet spiritual or other non-material needs, to represent and protect common interests and achieve other goals that do not contradict the law are recognized as public organizations.
FZ-99 includes the following public organizations:
- political parties,
- trade unions (trade union organizations) established as legal entities,
- social movements,
- bodies of public initiative
- territorial public self-governments
Associations and unions
Article 123.8 defines an association (union):
An association (union) is an association of legal entities and (or) citizens, based on voluntary or, in cases established by law, on mandatory membership and created to represent and protect common, including professional, interests, to achieve socially useful goals, as well as other non unlawful and non-commercial purposes
Among the associations (unions):
- non-profit partnerships
- associations of employers
- associations of trade unions, cooperatives and public organizations,
- chambers of commerce and industry, notaries and lawyers
Associations of property owners
Article 123.12 contains the concept of an association of real estate owners:
A partnership of real estate owners is a voluntary association of owners of real estate (premises in a building, including apartment building, or in several buildings, residential houses, country houses, horticultural, gardening or country plots of land, etc.), created by them for joint possession, use and, within the limits established by law, the disposal of property (things), by virtue of the law located in their common property or common use, as well as to achieve other goals provided for by laws
Property owners associations include:
- homeowners associations
- horticultural, horticultural and dacha non-profit partnerships
Cossack societies included in State Register Cossack societies in the Russian Federation
The definition of a Cossack society is given in article 123.15:
Cossack societies are recognized as associations of citizens entered in the state register of Cossack societies in the Russian Federation, created in order to preserve the traditional way of life, management and culture of the Russian Cossacks, as well as for other purposes provided for by Federal Law No. 154-FZ of December 5, 2005 "On public service Russian Cossacks", who voluntarily assumed, in the manner prescribed by law, obligations to perform state or other service
Communities of Indigenous Peoples of the Russian Federation
Article 123.16 contains the definition of communities of indigenous peoples of the Russian Federation:
Communities of the indigenous peoples of the Russian Federation are recognized as voluntary associations of citizens belonging to the indigenous peoples of the Russian Federation and united on the basis of consanguinity and (or) territorial-neighbourhood in order to protect the original habitat, preserve and develop traditional ways of life, management, crafts and culture
Non-profit unitary organizations
Funds
The definition of a fund in Article 123.17 of the Civil Code of the Russian Federation:
The fund is recognized as a unitary non-profit organization, without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions and pursuing charitable, cultural, educational or other social, socially useful goals
Funds include:
- public funds
- charitable foundations
Institutions
The concept of establishment is given in Article 123.21:
An institution is a unitary non-profit organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature.
The Code identified 3 types of institutions:
- State (state, budget or autonomous), including state academies of sciences
- Municipal (state, budget or autonomous)
- Private, including public institutions
Autonomous non-profit organizations
Article 123.24 contains the definition of an autonomous non-profit organization:
An autonomous non-profit organization is a unitary non-profit organization that does not have membership and was created on the basis of property contributions from citizens and (or) legal entities for the purpose of providing services in the areas of education, healthcare, culture, science and other areas of non-profit activities.
Religious organizations
Article 123.26 contains a definition of a religious organization:
A religious organization is a voluntary association of citizens of the Russian Federation permanently and legally residing on the territory of the Russian Federation or other persons, formed by them for the purpose of joint confession and dissemination of faith and registered in the manner prescribed by law as a legal entity (local religious organization), an association of these organizations (centralized religious organization), as well as the organization and (or) the governing or coordinating body created by the specified association in accordance with the law on freedom of conscience and on religious associations for the purpose of joint confession and dissemination of faith
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