What is the organizational legal form of the enterprise. Organizational and legal form - LLC

The main criterion for the classification of legal entities is the main purpose of their activities, according to which they are divided into commercial and non-commercial organizations.

Commercial organizations. Business partnerships and companies are commercial organizations with authorized (reserve) capital divided into shares (contributions) of founders (participants). Partnerships are predominantly associations of persons, and companies - associations of capital. The partnerships include a general partnership and a limited partnership, the companies include a limited liability company, an additional liability company and a joint-stock company.

General partnership a partnership is recognized, 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).

General partners may be an individual entrepreneur or a commercial organization, and they cannot become participants in another general partnership or limited partnership. The affairs of a general partnership are conducted by all its participants, that is, each general partner may conclude transactions on behalf of the general partnership, unless the memorandum of association provides for a different procedure for conducting business - by one or more participants or by common agreement.

The founding document is the memorandum of association. The company name of a general partnership must contain either the names (names) of all its participants and the words "general partnership", or the name (name) of one or more participants with the addition of the words "and the company" and the words "general partnership".

Limited partnership (limited partnership)- this is a partnership in which, along with participants carrying out 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 activities of the partnership, in 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 (Article 82 of the Civil Code). Otherwise, the legal status of a limited partnership is identical to the legal status of a general partnership.

Limited Liability Company (LLC) is a company established by one or more persons, the authorized capital of which is divided into shares determined by the constituent documents of the size. 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, to the extent of the value of their contributions (Article 87 of the Civil Code, Article 2 of the Federal Law "On Limited Liability Companies").

The supreme governing body is the general meeting of participants, which elects the executive bodies of the company (collective or sole). The number of participants in a limited liability company must not exceed fifty. The founding documents of a limited liability company are the memorandum of association and the charter. The business name of a limited liability company must contain the name of the company and the words "limited liability".

Additional Liability Company(ODO) 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; the participants in such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple for all of the value of their contributions, determined by the constituent documents of the company (Article 95 of the Civil Code). With the exception of the provision on the subsidiary liability of its participants, the legal status of limited and additional liability companies is identical.

Joint-stock company(JSC) is a company whose authorized capital is divided into a certain number of shares; participants in 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 (Article 96 of the Civil Code, Article 2 of the Federal Law "On Joint-Stock Companies").

The founding document of a joint-stock company is the charter. The supreme management body is the general meeting of shareholders, which elects the board of directors (supervisory board), which is the supervisory body, and executive bodies (collective or sole). The trade name of a joint-stock company must contain its name and an indication that the company is a joint-stock company, as well as an indication of its type. Joint stock companies are divided into two types: open joint stock companies (JSC) and closed joint stock companies (CJSC).

Public corporation has the right to make an open subscription for the shares it issues, its shareholders have the right to alienate their shares without the consent of other shareholders. The maximum number of shareholders of an open joint stock company is not limited. Every year it is obliged to publish for general information the annual report, balance sheet, profit and loss account, as well as other information. The size of the authorized capital of an open joint stock company must be at least a thousand times the amount of the minimum wage.

Closed Joint Stock Company distributes shares exclusively among the founders or among a predetermined circle of persons. Shareholders of a closed joint stock company have the pre-emptive right to acquire shares sold by other shareholders of this company.

The maximum number of shareholders of a closed joint stock company must not exceed fifty. A closed joint stock company may be obliged to publish data on its activities in cases established by the federal executive body regulating the securities market. The size of the authorized capital of a closed joint stock company must be at least one hundred times the amount of the minimum wage.

Production cooperative (artel)- this is a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor and other participation and the association of property shares by its members (participants) (Article 107 of the Civil Code, Article 1 of the Federal Law "On Production Cooperatives "). A production cooperative is a special organizational and legal form of commercial organizations.

Participants in a production cooperative may also be legal entities that pool their share contributions, if this is provided for by its charter. The number of members of a production cooperative must be at least five, and the number of members of the cooperative who do not take personal labor participation in its activities cannot exceed twenty-five percent of the number of members of the cooperative who take personal labor participation in its activities.

The supreme governing body of a production cooperative is the general meeting of its members, which elects a supervisory board (if the number of members of the cooperative exceeds fifty) and executive bodies (collegiate or sole). The company name of a cooperative must contain its name and the words "production cooperative" or "artel".

State and municipal unitary enterprises. 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 owner of the property is the state or a municipality, and this property is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. Unitary enterprises have property assigned to them on the basis of the right of economic management or operational management.

Non-Profit Organizations

Consumer cooperatives- organizations whose members have pooled their property shares to meet their material and other needs. Consumer cooperatives include housing-construction, garage, dacha and other cooperatives.

Public and religious organizations- voluntary associations of citizens united on the basis of their common interests to meet spiritual or other non-material needs. Religious organizations are distinguished by the fact that they are created for the joint confession and dissemination of faith and have the following features: the presence of religion; performing divine services, other religious rites and ceremonies; teaching religion and religious education of their followers.

Fund- a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. Liquidation of the fund is possible only in court.

institution- an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part. The institution has property on the right of operational management.

Associations (unions)- associations of commercial or non-commercial organizations to coordinate their activities, represent and protect their interests.

Public entities (state and municipalities)

Public formations in civil law are understood as the political structures of society that have public power and participate in civil legal relations, such as: the Russian Federation, subjects of the Russian Federation and municipalities. Public entities act in civil legal relations on an equal footing with other participants in these relations - citizens and legal entities and are not entitled to use their powers of authority, since when participating in civil legal relations they are equated in their legal status to private individuals.

Civil legislation extends the rules governing the participation of legal entities in civil legal relations to public entities, unless otherwise follows from the law or the characteristics of these entities. Legal capacity and legal capacity are considered to be inherent in public entities by virtue of their status. On behalf of the Russian Federation and the constituent entities of the Russian Federation, state authorities act in civil legal relations within the framework of their competence established by acts defining the status of these bodies. Local self-government bodies act on behalf of municipalities in civil legal relations within the framework of their competence established by acts defining the status of these bodies.

Public entities are liable for their obligations with property belonging to them on the basis of ownership, except for property assigned to legal entities created by them on the basis of economic management or operational management (the so-called distributed property), as well as property that can only be in state or municipal ownership.

Public entities are not liable for the obligations of each other, as well as for the obligations of legal entities created by them. The exception is cases where the obligation of property liability is directly indicated in the law, as well as cases where a public entity accepts a guarantee (guarantee) for the obligations of another public entity or legal entity.

Legal status (organizational and legal forms) in Russia, the following types of enterprises are distinguished according to the Civil Code of the Russian Federation:

· individual entrepreneurs

· business partnerships and companies;

· production cooperatives;

· state and municipal unitary enterprises;

· non-profit organizations(including consumer cooperatives, public and religious organizations and associations, foundations, etc.). (Fig. 1).

Rice. 1. Organizational and legal forms of enterprises in Russia

Individual entrepreneurs. If an individual citizen is engaged in entrepreneurial activity, but without forming a legal entity (for example, organizes his own farm), then he is recognized as an individual entrepreneur. An individual entrepreneur bears unlimited property liability for obligations.

Full partnership. A partnership is considered to be 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.

Faith partnership (limited partnership) consists of two groups of participants: one (full companions) carry out entrepreneurial activities on his behalf, while they bear additional responsibility for the obligations of the partnership with all their property unlimitedly and jointly with each other; another group - contributors- only makes contributions to the property of the partnership, but does not answer with his personal property for its obligations, without incurring any property liability for the debts of the partnership and risking only his contributions.

Production cooperative is based on a voluntary association of citizens who are not individual entrepreneurs, but who participate in the activities of the cooperative by personal labor. Each member of the cooperative has one vote in the management of its affairs, regardless of the size of its property contribution . The profit received is distributed among the members of the cooperative, taking into account their labor participation, unless otherwise provided by law or the charter of the cooperative.

Both legal entities and individuals can become a member of the cooperative, not participating directly in its activities, but making certain property contributions (and, accordingly, receiving a certain income from them).

The founding document of the cooperative charter approved by the general meeting of its members. The number of cooperative members is at least 5. Large cooperatives (more than 50 people) create supervisory board controlling the activities of the executive bodies of the cooperative (board, chairman). The competence of the executive bodies of the cooperative should also be determined by law and the charter according to the "leftover principle", i.e. it should include any issues that are not within the competence of the general meeting and the supervisory board.

Business partnerships and companies- the most common form of collective entrepreneurship. They can carry out production, trade, intermediary, credit and financial, insurance, servicing and other professional activities. Partnerships are associations of persons, and societies are associations of capitals. These are commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants).

There are the following forms of partnerships and societies.

joint stock company is an economic company, the authorized capital of which is divided into a certain number of equal shares, each of which is expressed by a security - a share.

Shareholders - shareholders- are not liable for the obligations of the company and bear only the risk of losses associated with the activities of the company, within the value of their shares.

Here it becomes possible to concentrate capital, initially dispersed among many small investors, as well as the possibility of alienating and acquiring shares, which makes it possible to quickly transfer capital from one area of ​​activity to another in accordance with the prevailing market conditions, which is impossible with other forms of business organization.

Open Joint Stock Company distributes its sharesamong an unknown group of people . It has the right toopen subscription for shares and their free sale. Its shareholders may alienate their shares without the consent of other shareholders. The number of members of such a society is not limited.

Closed Joint Stock Company distributes shares only among the founders or other, predetermined circle of persons. It does not publicly subscribe for shares or otherwise offer them for purchase to others.

The main constituent document of a joint-stock company - it is his charter.

The supreme governing body of a joint-stock company is General Meeting of Shareholders. Issues attributed by law to the exclusive competence of the general meeting of shareholders cannot be transferred to the decision of the executive bodies of the company.

At the request of shareholders, whose total share in the authorized capital is 10% or more, an independent audit of the activities of the joint-stock company must be carried out at any time.

Limited Liability Company established by one or more persons. Its authorized capital is divided into shares of sizes determined by the constituent documents. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the contributions made.

Additional Liability Company - it differs from a limited liability company in one feature: if the company's property is insufficient to satisfy the claims of creditors, its participants can be held liable, and jointly and severally with each other. On the one hand, the members of the society additionally liable for his debts with some part of his personal property , which is an additional guarantee of the interests of creditors, on the other hand, this liability is limited and does not apply to all personal property of the participants, which is attractive to them in comparison with the status of a general partnership.

Unitary enterprises — form of commercial organizations that are not owners of property. have a unitary form exclusively state and municipal enterprises.

The property of a unitary enterprise is indivisible, cannot be distributed among deposits (shares, shares), incl. between employees of the enterprise. The charter of a unitary enterprise, in addition to the name of the legal entity, its location, the procedure for managing its activities, other information that must be present in the constituent documents of any legal entity, must contain information about the subject and goals of the enterprise, the size of its authorized capital, the procedure and sources its formation. The management of a unitary enterprise is also reflected in its charter. At its head - sole manager appointed by the owner or a body authorized by the owner and is accountable to him.

There are unitary enterprises based on the right of economic management and founded on the right of operational management(state enterprise).

Unitary enterprise based on the right of economic management, may be created by an authorized body on the basis of property belonging to both state and municipal property. The company cannot sell what belongs to it on the right of economic management real estate , rent it out, pledge it, contribute as a share in the authorized capital of business companies and partnerships, or otherwise dispose of this property without the consent of the owner.

Unitary enterprise based on the right of operational management, or a state-owned enterprise as a new organizational and legal form of a legal entity appeared in our legislation in 1994. In accordance with Art. 115 of the Civil Code of the Russian Federation on the basis of federally owned property, by decision of the Government of Russia, a unitary enterprise based on the right of operational management can be formed, or by reorganizing an existing federal state enterprise. The constituent document of a state-owned enterprise is its charter, which is approved by the Government of the Russian Federation, and only it can decide on the reorganization or liquidation of a state-owned enterprise. Such an enterprise, in relation to the property assigned to it, exercises the rights of possession, use and disposal 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.

Peasant (farm) economy- citizens have the right to engage in entrepreneurial activities without forming a legal entity from the moment of state registration as an individual entrepreneur. The head of a peasant (farm) economy is recognized as an entrepreneur from the moment of state registration of the peasant (farm) economy.

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

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

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

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

Rice. 1.1.

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

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

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

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

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

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

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

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

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

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

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

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

Availability of reliable and efficient distribution channels,

the degree of production risk,

the need to increase confidence on the part of creditors,

The choice of participants

· features of state policy in the field of agriculture (the presence of tax incentives currently stimulates the creation of peasant farms).

The main types of enterprises in Russia today are sole proprietorships, partnerships and corporations. It should be immediately noted that their ratio in countries with market and transitional economies varies greatly. So, in the United States in the late 80s of the twentieth century. of nearly 19 million firms, 73% were sole proprietorships, 9% were partnerships, and 18% were corporations. In the transition economies of the former socialist countries, where there was a high level of concentration of production, the share of small private firms is low. In Russia, small private business still makes up the bulk of the shadow business, preferring an illegal or semi-legal form of existence due to the imperfection of legislation, the tax system, corrupt officials and the criminalization of the economy.

Each of the mentioned types of entrepreneurship has its own advantages and disadvantages, which determine their role in the development of the economy.

Sole proprietorship is an independent business, without the formation of a legal entity. The owner combines the functions of the owner, manager and employee. This makes the business simple, flexible and easily controlled. For a small business, this is a very valuable quality. At the same time, the financial resources of individual entrepreneurs are most often limited by the state of the owner, and this hinders business development. This also explains the fact of frequent bankruptcies of small sole proprietorships.

According to Article 23 of the Civil Code of the Russian Federation, a citizen has the right to engage in entrepreneurial activities without forming a legal entity from the moment of state registration as an individual entrepreneur. Entrepreneurial activities of such citizens are subject to the rules of the Civil Code of the Russian Federation (CC RF), which regulate the activities of legal entities that are commercial organizations. Thus, a citizen is liable for his obligations with all his property, with the exception of property, which, in accordance with the law, cannot be levied. An individual entrepreneur who is unable to satisfy the claims of creditors related to his entrepreneurial activities may be declared bankrupt by a court decision. In this case, the claims of creditors are satisfied at the expense of the property belonging to him.

A partnership is a joint venture: the resources and entrepreneurial skills of two or more people are brought together. From the fact of pooling certain amounts of resources follows the right to an appropriate share of the profits and the obligation to assume responsibility for the losses of the firm. The joint and several liability of partners is unlimited. Management functions can be entrusted to someone else. Unlike sole proprietorships, partnerships can be fairly large firms. Joint entrepreneurship is carried out in the following organizational and legal forms:

A) business partnerships. They own the authorized capital divided into shares (contributions) on the basis of ownership rights. In accordance with the Civil Code of the Russian Federation, there are two types of partnerships: a general partnership and a limited partnership.

Participants in a full partnership are fully liable with their property for all obligations of the company. A general partnership is created on the basis of an agreement. It is not a legal entity, that is, all its members retain full independence. The agreement on the establishment of a general partnership contains information about the name of the partnership; its whereabouts; on the procedure for managing activities; the size and composition of the share capital; the size and procedure for changing the shares of each of the participants in the share capital; terms of making contributions; responsibility of participants for violation of obligations to make contributions.

The affairs of a full partnership can be carried out either jointly or entrusted to one or more participants (Article 72 of the Civil Code of the Russian Federation). In the joint conduct of the affairs of the partnership by its participants, the consent of all participants in the partnership is required for the completion of each transaction. In the second case, other participants in order to make transactions on behalf of the partnership must have a power of attorney from the participant who is entrusted with the management of the affairs of the partnership.

A participant in a general partnership is obliged to participate in its affairs in accordance with the terms of the founding agreement. He is obliged to make at least half of his contribution to the share capital of the partnership by the time of its registration. The rest must be paid within the terms established by the memorandum of association.

The profit or loss of a general partnership shall be distributed among its participants in proportion to their shares in the share capital. An agreement on the elimination of any of the participants in the partnership from participation in profits or losses is not allowed.

The meaning of creating a general partnership is the pooling of funds and efforts for the implementation of a project. For this purpose, rather large partnerships called consortiums are most often created. A consortium is a temporary agreement between two or more legal entities in order to implement a large-scale project. Membership is voluntary. The consortium ceases to exist after the completion of the project.

A limited partnership is also an association of several individuals and legal entities for joint economic activities on the basis of an agreement. The authorized capital is formed from the shares and contributions of participants. Participants who contributed shares of the authorized capital are full partners and bear full property liability. Members of the partnership who have made contributions do not take part in entrepreneurial activities and are not liable for losses within the amount of their contribution.

The management of the activities of a limited partnership is carried out by general partners. Contributors are not entitled to participate in the management and conduct of business of a limited partnership, to act on its behalf except by proxy. They do not have the right to challenge the activities of general partners in the management and conduct of business of the partnership. The investor has the right to receive a part of the profit of the partnership due to his share in the share capital; at the end of the financial year, withdraw from the partnership and receive your contribution.

The meaning of creating these partnerships is the same as that of general partnerships (consortiums). In foreign practice, limited partnerships are an analogue of limited partnerships. The vulnerable side of entrepreneurship in the form of partnerships is the full responsibility of all or part of their members. This organizational and legal form is used mainly in small businesses.

B) Partnership is also carried out in the form of business companies. These are commercial organizations founded by one or more individuals or legal entities with the contribution of shares (or the full amount) of the authorized capital. Russian legislation provides for 4 forms of business entities:

1) A limited liability company (LLC), founded by one or more individuals or legal entities, liable for obligations and the risk of loss only within the limits of the contributions made. The company has the right of a legal entity. The memorandum of association determines the name, location, subject matter, tasks and goals of the activity, the amount of the authorized capital and the shares of all members of the company in it, the number of participants in the LLC (the limit is established by law).

2) Company with additional liability. The peculiarity of this company in comparison with LLC is the extension of liability for the obligations of the company not only to deposits, but also to the rest of the property of members. The liability of the bankrupt company will be distributed among the other participants in proportion to the contributions.

3) Joint Stock Company (JSC). The authorized capital of a JSC is divided into a certain number of shares. Members of the company (shareholders) are not liable for its obligations and are responsible for the activities of the company within the value of their shares. The totality of shares owned by one shareholder is called a block of shares. The larger the stake is concentrated in the hands of a shareholder, the greater control over the company he has. It is possible to form a controlling stake constituting 51% of all shares.

There are two types of joint-stock companies: open (JSC) and closed (CJSC).

The OJSC has the right to conduct an open subscription for issued shares and to sell them on the terms stipulated by the legislation. Shareholders have the right to sell them without the consent of other shareholders. JSC is obliged to annually publish a balance sheet, profit and loss account.

In a closed JSC, shares are distributed only among the founders, and the company does not have the right to conduct an open subscription for its shares.

Funds from the issue and placement of shares form the equity capital of the JSC, and this capital can be increased by additional issues of shares. A JSC may, in order to attract additional resources, issue bonds, the proceeds from the placement of which constitute the borrowed capital of the JSC. The funds mobilized in this way must be returned to the owners of the shares.

The joint-stock form of business organization has a number of significant advantages. The main ones are the ability to mobilize large financial resources, as well as the rapid transfer of capital from one area to another through operations in the stock market. However, the separation of the functions of owner and manager in JSCs can create conditions for abuse and conflicts of interest.

5) Holding companies. They are a kind of JSC, have a more complex organizational structure. The holding company "holds" large, often controlling, stakes in other JSCs. Such an organization pursues the goal of exercising control, management, financial and other functions in relation to those joint-stock companies whose shares it owns. As part of the holding, JSCs retain their legal and operational independence. When creating holdings, the possibility of interaction of capitals is used without their direct merger into a single company.

Thus, modern business knows many types of entrepreneurial activities.

C) The Civil Code of the Russian Federation also provides for state entrepreneurship in the form of unitary enterprises that are not endowed with the right of ownership:

Treasury (federal) - based on the right of operational management of property;

Municipal, functioning on the right of economic ownership of property.

In accordance with Art. 113 of the Civil Code of the Russian Federation, 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 a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. Only state and municipal enterprises can be created in the form of unitary enterprises.

A unitary enterprise based on the right of economic management is created by decision of an authorized state body or a local self-government body.

The founding document of a state-owned enterprise is its charter, approved by the government of the Russian Federation. A state-owned enterprise shall, within the limits established by law, exercise the right to own, use and dispose of property. A state-owned enterprise has the right to dispose of the property assigned to it only with the consent of the owner of this property. The procedure for distributing the income of a state-owned enterprise is determined by the owner of its property.

The transition to a market economy means a fundamental change not only of the enterprises themselves, but also of the nature of the relationship between them. Enterprises enter into relationships with each other on their own, guided by market criteria and incentives

Legal entities, along with individuals, are full subjects of civil legal relations. Legislation provides certain order creation and activities of these entities. As a rule, in order to create a company, it is necessary to make an appropriate decision, a charter, register it, come up with a name, etc.

But despite the tedious and lengthy formal process of creating firms, they are the most popular way to bring individuals together and their contributions.

Individuals, when creating firms, primarily pursue certain goals. It is these goals that predetermine the organizational and legal form of companies.

Exist two main types of legal entities:

1. Commercial.
2. Non-commercial.

Why is such a classification necessary?

The basis classification of legal entities - purpose of their activity. It is primarily necessary to determine the differences in their areas of activity.

In particular, commercial organizations can be characterized as legal entities whose purpose is considered to be acquisition of certain income. A non-profit organization is a legal entity whose purpose is not considered to be the acquisition of income, and the income received is not distributed among its participants.

It is on the basis of this classification that the legislation provides certain regulation and features of a particular type of legal entity. For example, a commercial company must have a corporate name. This requirement does not apply to a non-profit organization.

Or non-profit organizations can engage in entrepreneurial activities only in exceptional cases, and commercial, in turn, cannot carry out activities for non-commercial purposes (social, religious, etc.).

Legal form and characteristics of a commercial organization

As already mentioned, the main goal of such companies is considered to be receiving a certain income.

Business partnerships

These commercial organizations have a certain authorized capital, divided into shares.

Business partnerships, on the other hand, are complete or based on faith. And business companies are joint-stock and with limited liability.

Each of the above types of companies has its own characteristics.

The characteristic features of a full partnership is that the participants are fully responsible to creditors for its activities. Thus, due to the activities of the company, its members may lose their own property. This is - the most risky type of organization.

But a more risky type of organizational and legal form is a partnership of faith. Here, in addition to the participants, there are also several investors who are not involved in the activities of the company, but at the same time bear all possible risks of losing their contribution due to the activities of the company.

It is precisely because of the high level of risk that the above organizational and legal forms not popular among the citizens. JSCs and LLCs are considered more popular. These two types of companies are very similar to each other.

LLC and JSC

OOO- a company in which each participant has a certain share and bears the risk of losing only this share. Thus, the participant does not bear any responsibility for the activities carried out by the company, and, accordingly, there is no risk of losing his property.

The same can be said about AO. Only in this case the participant is the owner of a certain number of shares. Joint stock companies are public and closed. In a closed joint-stock company, shares are distributed among its founders or among persons whose circle was previously determined, and public joint-stock companies have a public right to place shares.

Production cooperative

The following organizational and legal form - production cooperative- a voluntary association of individuals in order to achieve certain production or other goals. At the same time, the peculiarity of cooperatives is that they are based on the personal labor or other participation of citizens.

Peasant or farming

The new legal form is peasant (farm) economy. In this case, the company is created by citizens for the purpose of carrying out agricultural activities.

Municipal and state unitary enterprises

Special organizational and legal form - municipal and state unitary enterprises. They do not have ownership rights to the property attached to them.

Of course, everyone chooses the type of organization that best suits his needs and requirements, because civil law provides such an opportunity.

The main purpose of such organizations is not to generate income. People unite in non-profit organizations for the implementation of religious, legal, cultural goals, etc.

These legal entities can be created as cooperatives, public organizations or movements. Various associations and unions, religious organizations, associations of property owners, Cossack societies, communities of small peoples, public law companies, lawyers' chambers, foundations, institutions, etc. are also considered non-profit.

The main objectives of the activities of these organizations are provided for in their statutes. At the same time, the organization must strictly adhere to those goals and those areas of activity that were recorded in this document.

The main characteristic of such companies is that they can have unlimited number of participants. The more members a non-profit organization has, the stronger it is considered.

Moreover, each of the participants, in fact, can participate in the process of managing the company. In particular, all participants have the full right to participate and vote in the general meeting.

Of course, the charter of organizations provides for the full range of powers of the general meeting of participants, but, as a rule, it is quite wide and includes the main important issues regarding the management of the organization.

It is also necessary to take into account the fact that it is with the help of this organizational and legal form that citizens exercise their constitutional right to association.

Today, not only political parties that unite the political views of citizens are especially popular, but also non-profit organizations whose activities are aimed at protecting the rights and legitimate interests of citizens.

Activities without forming a legal entity

Entrepreneurial activity can also be carried out without forming a legal entity.

One of these methods is registration as an individual entrepreneur. IP is a full-fledged subject of civil legal relations. Any natural person who has reached the age of majority can act as an individual entrepreneur. To do this, it is enough to obtain state registration.

A feature of individual entrepreneurship is that the individual entrepreneur is liable with all his property. This is - the only drawback, since if an individual entrepreneur has a debt, he may also lose the property that was acquired as an individual, i.e. at a time when the citizen was not engaged in entrepreneurship, and the property was acquired at the expense of his personal funds (salary, savings, etc.).

But an individual entrepreneur can freely engage in almost any business activity, this does not require a charter or any other document, as is necessary in the case of registration of a legal entity.

Another form of doing business without setting up a company is branches and representative offices. The branch performs all the functions of a legal entity, and the representative office - the representation and protection of the rights and legitimate interests of the company.

From the above, it can be concluded that the current legislation gives great opportunities conducting both entrepreneurial and commercial and non-commercial activities. Everyone has the opportunity to choose the organizational and legal form of carrying out activities that fully meets the requirements and capabilities.

The choice of form of ownership is discussed in this video.