In relation to all business companies and. Business companies as legal entities (concept, procedure for creation, management bodies)
Civil Code of the Russian Federation Article 66
(see text in previous edition)
1. Business partnerships and companies are corporate commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). The property created at the expense of the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activity, belongs to the business partnership or company by the right of ownership.
The scope of powers of participants in a business partnership is determined in proportion to their shares in authorized capital society. A different scope of powers of participants in a non-public economic company may be provided for by the charter of the company, as well as by a corporate agreement, provided that information about the existence of such an agreement and the scope of powers of the company’s participants provided for by it is entered in the unified state register of legal entities.
2. In the cases provided for by this Code, a business partnership may be created by one person who becomes its sole participant.
A business partnership may not have as its sole participant another business partnership consisting of one person, unless otherwise established by this Code or other law.
3. Business partnerships may be created in the organizational and legal form of a full partnership or limited partnership (limited partnership).
4. Business companies may be created in the legal form of a joint-stock company or a limited liability company.
5. Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and commercial organizations.
Participants business companies and investors in limited partnerships can be citizens and legal entities, as well as public legal entities.
6. State bodies and local self-government bodies are not entitled to participate on their own behalf in business partnerships and companies.
Institutions may be participants in economic companies and investors in limited partnerships with the permission of the owner of the property of the institution, unless otherwise provided by law.
The law may prohibit or restrict the participation of certain categories of persons in business partnerships and companies.
Business partnerships and companies may be founders (participants) of other business partnerships and companies, except as otherwise provided by law.
7. Features legal status credit institutions, insurance companies, clearing organizations, specialized financial companies, specialized project finance companies, professional participants in the securities market, joint-stock investment funds, management companies of investment funds, mutual investment funds and non-state pension funds, non-state pension funds and other non-credit financial institutions, joint-stock companies of employees (people's enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.
Business companies as legal entities (concept, procedure for creation, management bodies). Types of business companies
Business companies are organizations created by one or more persons by combining (separating) their property for conducting entrepreneurial activities. Business companies have general legal capacity, acquire the right of ownership of the property obtained as a result of their activities, and can distribute the final profit among their participants.
Business companies are organizations created by one or more persons by combining and separating part of their property for conducting entrepreneurial activity. Here, the guarantee of the rights of creditors is the property of a legal entity (in particular, its authorized capital), since only at the expense of it, and not at the expense of the property of the founders, the claims of the company's creditors can be satisfied. Thus, in business companies, the property of a legal entity is separated from the property of the founders. This explains their convenience and wide distribution in modern circulation.
The creation of a company by founding is carried out by the decision of the founders, as a result, a new entity arises, which is not the successor of another legal entity.
In the procedure for creating, for example, a joint-stock company, three stages are usually distinguished:
– development of constituent documentation;
– formation of authorized capital
- state registration of the company.
Types of business companies:
1. LLC - commercial organization, the authorized capital of which is divided into shares of predetermined sizes, established by one or more persons who are not liable for its obligations. The supreme body of the company is the general meeting of its participants, in which one vote corresponds to one share in the authorized capital.
2. ODD - a commercial organization, the authorized capital of which is divided into shares of predetermined sizes, formed by one or more persons jointly and severally bearing subsidiary liability for its obligations in an amount that is a multiple of the value of their contributions to the authorized capital.
3. JSC - a commercial organization formed by one or more persons who are not liable for its obligations, with an authorized capital divided into a certain number of shares, certifying the obligations of the company's participants (shareholders) in relation to the company. With an open subscription, shares are distributed among an unlimited number of investors. When closed - among previously known persons. Governing bodies - the board of directors (supervisory board), the audit commission (auditor) of the company (control over financial and economic activities).
Business partnerships as legal entities (concept, procedure for creation). Managing partnership affairs. Types of business partnerships
Business partnerships are contractual associations of several persons for joint business activities under a common name.
chief actor any partnership is a general partner. He bears unlimited liability with all his property for the obligations of the firm. Because of this, in partnerships, unlike societies, the founders, as a rule, take a personal part in the affairs of the enterprise. For the same reason, a person may be a general partner in only one partnership.
Business partnerships can be created in two forms, namely in the form of a general partnership and in the form of a limited partnership (limited partnership).
General partnership
One of the organizational and legal forms of legal entities is a general partnership. In a general partnership, its participants - legal entities and (or) individual entrepreneurs - unite for joint entrepreneurial activities in order to generate income. Profits and losses of a general partnership shall be distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the memorandum of association or other agreement of the participants.
Individuals can be participants in a general partnership only if they have the status of an individual entrepreneur registered in the prescribed manner.
Participants in a full partnership must fulfill certain obligations in the activities of the partnership, provided for by the founding agreement. The agreement is the only founding document of the partnership; it does not have a charter. Accordingly, the amount of contributions of the participants forms the share capital of the partnership.
Not only the partnership itself as a commercial organization, but also its participants (general partners) are jointly and severally liable for the obligations of the partnership with their property, and not only within the limits of their contributions to the share capital.
With regard to the conduct of affairs of a general partnership, i.e. its implementation economic activity, it all depends on the relevant provisions of the memorandum of association. Two polar solutions can be considered typical:
- All members of the partnership conduct business jointly;
- the conduct of affairs is entrusted to one participant.
When doing business together, efficiency, flexibility in decision-making are reduced, because for the completion of each transaction, regardless of its amount, the consent of all participants in the partnership will be required. If the management of affairs is entrusted to one participant, then he must be compensated for the costs of conducting the affairs of the partnership. The procedure for compensation is provided for by the contract or a separate agreement of the participants. In the same way, any participant must be compensated for the costs incurred by him in the performance of the duties assigned to him by the terms of the memorandum of association.
Faith 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 - investors (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.
Based on this definition, we can conclude that the participants in a limited partnership are divided into two groups: a group of general partners who independently manage the affairs of the partnership and a group of limited partners, or investors who do not interfere in the affairs of the partnership, but only invest their property in it. Upon liquidation of a partnership, limited partners do not receive a share in it, but only their contribution back, and they bear responsibility solely for their contribution. This institution was introduced into civil law due to the fact that sometimes general partnerships did not have enough capital for normal business management, so attracting investors was of great importance.
The rights and obligations of the first group of partners - general partners coincide with similar participants in a full partnership. The rights and obligations of the depositor are regulated by Art. 85 of the Civil Code of the Russian Federation, they have the right only to receive a part of the profit of the partnership due to their share in the share capital, to get acquainted with the annual reports and balance sheets of the partnership, at the end of the financial year to withdraw from the partnership and receive their contribution, to transfer their share in the share capital to another investor or third party. Those. Contributors have few rights, but additional rights and obligations may be regulated by the constituent agreement of a limited partnership, which is its only constituent document.
"Types of business entities in the Russian Federation"
Business companies 3
Limited Liability Company 5
Additional liability company 7
Joint stock company 9
Open and closed joint stock company 12
Subsidiaries and affiliates 14
List of references: 16
Regulations: 16
Special literature: 16
Business companies
Business companies are organizations created by one or more persons by combining (separating) their property for doing business. Business companies are among the so-called. "associations of capital".
Economic companies - a generic concept denoting several independent species commercial legal entities. They can be created in the form of a joint-stock company, a limited liability company or an additional liability company.
Common to these forms is that their authorized capital is divided into shares. This is what distinguishes business companies from other commercial organizations.
The property created at the expense of the contributions of the founders (participants), as well as the property produced and acquired by the economic company in the course of its activity, belongs to it by the right of ownership.
Participants are not liable for the obligations of the company (with the exception of companies with additional liability), and their entrepreneurial risk is limited to the amount of contributions to the authorized capital. Therefore, it is the size of the authorized capital of the company that is the main guarantee of the interests of creditors.
Reducing the size of the authorized capital of the company is possible only after notifying all of its creditors, who in this case acquire the right to demand early termination or fulfillment of obligations and compensation for losses (as in the case of reorganization).
The minimum authorized capital for joint-stock companies is established by the Federal Law "On Joint-Stock Companies", and for limited and additional liability companies by the Federal Law "On Limited Liability Companies". According to these regulations the minimum authorized capital of open joint-stock companies is determined in the amount of at least 1,000 times the minimum wage, and for all other companies, including closed joint-stock companies, at least 100 times the minimum wage.
As a contribution to the authorized capital, money, securities, other things or property rights or other rights having a monetary value. The main criterion for the admissibility of certain contributions to the authorized capital is their ability to increase the amount of the company's assets. Therefore, for example, the law does not allow making contributions to the authorized capital of business companies by offsetting the founder's claims to the company (clause 2, article 90 and clause 2, article 99 of the Civil Code). This reduces the liabilities of the company, but does not increase its assets, i.e. cash assets.
The cost of contributions to the authorized capital is determined by agreement of the parties, but in some cases is subject to independent peer review(Clause 6, Article 66 of the Civil Code).
Limited Liability Company
A commercial organization, the authorized capital of which is divided into shares of predetermined sizes, established by one or more persons who are not liable for its obligations, is called a limited liability company.
The traditional designation of this commercial organization as a "limited liability company" of members is inaccurate. Since the contributions of the participants become the property of the society itself as a legal entity, its participants do not bear "liability" for its debts, "limited by the size of their contributions", but only the risk of losses (loss of their contributions).
The trade name of the company is built according to the general rules and must contain the name of the company and the words "limited liability".
The founding documents of a limited liability company are the charter and memorandum of association (the latter cannot be concluded if there is only one member in the company).
The supreme body of the company is the general meeting of its participants, in which one vote corresponds to one share in the authorized capital. To exclusive competence general meeting which include:
1) changing the charter of the company, changing the size of its authorized capital;
2) formation of executive bodies of the company and early termination of their powers;
3) approval of the annual reports and balance sheets of the company and the distribution of its profits and losses;
4) decision on reorganization or liquidation of the company;
5) election of the audit commission (auditor) of the company.
The current management of the company's activities is carried out by its executive body, accountable to the general meeting. It can be either a sole body (director, president, etc.), or a collegiate body (board, directorate, etc.), or both.
A limited liability company is a so-called. "union of capital" and the personal element plays a subordinate role in it. However, in comparison with joint-stock companies, a limited liability company is distinguished by closer relations of participants, a more closed nature of membership. Therefore, the law establishes the maximum number of its participants - no more than fifty. If it is exceeded, the company is subject to transformation into a joint-stock company, a production cooperative or liquidation.
Changes in the personal composition of participants in a limited liability company, as well as in their property status, do not lead to its liquidation. The society continues to function, even if there is only one member left in it.
The legal structure of a limited liability company (Gesellschaft mil beschrankten Haftung, GmbH) was created in Germany in late XIX in. After the First World War, it began to be used in continental European law, but the English (and after it the American) legal order did not accept it, using the construction of a “closed company” (close corporation) for this purpose.
Additional Liability Company
A commercial organization, the authorized capital of which is divided into shares of predetermined sizes, formed by one or more persons jointly and severally bearing subsidiary liability for its obligations in an amount that is a multiple of the value of their contributions to the authorized capital, is called an additional liability company.
The main provisions on companies with additional liability are established by Art. 95 GK. The specifics of an ALC lies in the special nature of the property liability of participants for its debts:
Responsibility is subsidiary, claims against participants can be made only if the property of the company is insufficient for settlements with creditors;
Liability is joint and several in nature, creditors have the right to in full or in any part to present requirements to any of the participants, who is obliged to satisfy them;
Participants bear the same responsibility, i.e., equally a multiple of the size of their contributions to the authorized capital;
The total amount of responsibility of all participants is determined founding documents as a multiple (two, three, etc.) of the size of the authorized capital.
In everything that is not specified in Art. 95, the rules of the Civil Code relating to LLCs apply to ALCs. It follows from this that the rules of the Federal Law “On Limited Liability Companies” will be applied by analogy to ALCs, since this will not contradict Art. 95 and the provisions of this law.
This organizational and legal form differs from the design of a limited liability company only in the presence of additional liability of the participants in the company for its debts with their personal property. However, such responsibility does not concern all the property of the participants (as in a full partnership), but only its predetermined part, provided for by the constituent documents of the company. In case of bankruptcy of one of the participants, its additional liability is distributed among the other participants, as if “increasing” to their shares (proportionately or in a different order, for example, equally). Therefore, the total amount of additional guarantees to the company's creditors remains unchanged. Thus, an additional liability company occupies an intermediate position between partnerships (with unlimited liability of their participants) and companies (excluding the liability of participants).
This legal structure in the domestic legal order was enshrined in the Civil Code of 1922, which called it a "limited liability partnership." In contrast to the shortcomings of the generally accepted use of this concept, here it was used in strict accordance with the essence of the matter. This is how the Russian legislator of the NEP times represented the new construction of a limited liability company for that time.
Joint-stock company
A commercial organization formed by one or more persons who are not liable for its obligations, with an authorized capital divided into a certain number of shares, certifying the obligations of the company's participants (shareholders) in relation to the company, is called a joint-stock company.
The main difference between a joint-stock company and other legal entities lies in the method of securing the rights of a participant in relation to the company: by certifying them with shares. Shares of a joint-stock company certify not real, but obligations of shareholders in relation to the company (clause 1, article 2 of the JSC Law). In this regard, "withdrawal" from a joint-stock company is possible only through the alienation of the shares owned by the shareholder, but not by separating the owned share of the property or paying its cash equivalent.
Shareholders bear the risk of losses associated with the activities of the company, within the value of their shares. Joint and several liability for the obligations of a joint-stock company shall be borne only by participants who have not fully paid for the shares, and only within the limits of the unpaid part of their value.
1. Business partnerships and companies are corporate commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). The property created at the expense of the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activity, belongs to the business partnership or company by the right of ownership.
The scope of powers of participants in a business partnership is determined in proportion to their shares in the company's charter capital. A different scope of powers of participants in a non-public economic company may be provided for by the charter of the company, as well as by a corporate agreement, provided that information about the existence of such an agreement and the scope of powers of the company’s participants provided for by it is entered in the unified state register of legal entities.
2. In the cases provided for by this Code, a business partnership may be created by one person who becomes its sole participant.
A business partnership may not have as its sole participant another business partnership consisting of one person, unless otherwise established by this Code or other law.
3. Business partnerships may be created in the organizational and legal form of a full partnership or limited partnership (limited partnership).
4. Business companies may be created in the legal form of a joint-stock company or a limited liability company.
5. Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and commercial organizations.
Citizens and legal entities, as well as public legal entities (Article 125), may be participants in economic companies and investors in limited partnerships.
6. State bodies and local self-government bodies are not entitled to participate on their own behalf in business partnerships and companies.
Institutions may be participants in economic companies and investors in limited partnerships with the permission of the owner of the property of the institution, unless otherwise provided by law.
The law may prohibit or restrict the participation of certain categories of persons in business partnerships and companies.
Business partnerships and companies may be founders (participants) of other business partnerships and companies, except as otherwise provided by law.
7. Features of the legal status of credit institutions, insurance companies, clearing organizations, specialized financial companies, specialized project financing companies, professional participants in the securities market, joint-stock investment funds, management companies of investment funds, mutual investment funds and non-state pension funds, non-state pension funds and other non-credit financial organizations, joint-stock companies of employees (people's enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.
Commentary on Art. 66 of the Civil Code of the Russian Federation
1. As already noted, the Civil Code of the Russian Federation offers an exhaustive list of organizational and legal forms of commercial organizations. At the same time, economic companies and partnerships occupy a dominant position among commercial organizations.
Five of the seven types of commercial organizations are business companies and partnerships, including general partnerships, limited partnerships, joint-stock companies, limited liability companies and additional liability companies. Undoubtedly, the participants of the civil law turnover during registration give priority to limited liability companies and joint-stock companies. According to the Federal Tax Service, as of January 1, 2010, 195,892 joint-stock companies and 3,242,594 limited and additional liability companies were registered in the Unified State Register of Legal Entities. Compared to the data as of January 1, 2008, the number of registered limited and additional liability companies increased by more than 20% (as of January 1, 2008, this number was 2,615,804).
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The commented article defines the main provisions on business partnerships and companies. General features of business partnerships and companies are:
— division of the authorized (share) capital into shares (contributions);
— common features formation of authorized (share) capital;
— business partnerships and companies are commercial organizations;
- the profit received is distributed among the participants of the legal entity;
Participants do not have real rights to the contributions made. These rights are of an obligatory or, according to some experts, corporate nature (see commentary to Article 67 of the Civil Code);
— general views rights and obligations of participants;
- some features of the order of management, etc.
Differences in the organizational and legal forms of business partnerships and companies are as follows:
- business companies are associations of capital, and the personal participation of shareholders and other participants in the activities of the company is not required, business partnerships are associations of labor, personal participation of general partners in the activities of a general partnership and limited partnership has importance;
- for business companies, in contrast to partnerships, a requirement is established for minimum size authorized capital;
- participants in partnerships (with the exception of investors) bear subsidiary liability for the obligations of a legal entity, in contrast to business companies, where only participants in a company with additional liability bear limited liability;
- the founding document of a partnership is a memorandum of association, a charter is required for a company, the legal nature of relations in a partnership is of a contractual nature, and therefore the number of participants cannot be less than two, a business company can be established by one person;
- for economic partnerships, more stringent restrictions on the subject composition are provided, etc.
2. Items 2 and 3 list in an exhaustive manner the types of business companies and partnerships. The Concept for the Development of the Civil Legislation of the Russian Federation notes the inappropriateness of retaining additional liability companies in the civil legislation (Article 95 of the Civil Code), since their legal status is almost completely determined by the provisions of the legislation on limited liability companies. The imposition of additional liability on the participants of such a company for the debts of a legal entity does not require a special organizational and legal form to be fixed in the law, but can be authorized at the level of the charter. In addition, it must be taken into account that such an organizational and legal form is practically not created.
3. Paragraph 4 of the commented article establishes restrictions for participants in business partnerships and companies. So, only individual entrepreneurs and commercial organizations can act as full partners. Citizens not registered as individual entrepreneur, and non-profit organizations can act as contributors to limited partnerships and participants in economic companies.
State bodies and local self-government bodies may act as participants in economic companies and investors in a limited partnership only in cases expressly provided for federal law. Thus, by the Determination of the Supreme Arbitration Court of the Russian Federation of October 30, 2009 N VAC-14202/09 in case N A10-1907/08, the conclusion of the courts about the illegality of the participation of the municipal committee in its creation and actions to introduce municipal property to the authorized capital, since the economic company was not created in the order of privatization.
The possibility of participation of state bodies and local self-government bodies in business companies and partnerships is mentioned, in particular, in Art. 68 of the Federal Law of October 6, 2003 N 131-FZ "On the general principles of organizing local self-government in Russian Federation» , according to which the representative bodies of municipalities for the joint resolution of issues of local importance can make decisions on the establishment of inter-municipal business companies in the form of closed joint-stock companies and limited liability companies. Contribution of state or municipal property, as well as exclusive rights to the authorized capitals of open joint-stock companies can be carried out when establishing open joint-stock companies, in the order of payment for additional shares placed when increasing the authorized capitals of open joint-stock companies, and is determined by Art. 25 of the Federal Law of December 21, 2001 N 178-FZ "On the privatization of state and municipal property" (hereinafter - the Law on the privatization of state property).
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Collection of legislation of the Russian Federation. 2003. N 40. Art. 3822.
Collection of legislation of the Russian Federation. 2002. N 4. Art. 251.
Paragraph 2 of Art. 17 of the Federal Law of July 27, 2004 N 79-FZ "On the state civil service Russian Federation" establishes restrictions for civil servants. If the possession by a civil servant of income-generating securities, shares (stakes in the authorized capitals of organizations) can lead to a conflict of interest, he is obliged to transfer the specified securities, shares (stakes in the authorized capitals of organizations) belonging to him to trust management in accordance with civil law Russian Federation. The order of transfer and features of such management are not defined by the legislation.
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Collection of legislation of the Russian Federation. 2004. N 31. Art. 3215.
Particular attention is paid to the participation of institutions in business companies and limited partnerships as contributors. As noted in paragraph 5 of the Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 N 19 “On Certain Issues of the Application of the Federal Law “On Joint Stock Companies”, institutions financed by the owners can be founders (participants) of business companies with the permission of the owner, including with using for these purposes the income of the institution from the activities permitted to it (clause 4 of article 66 and clause 2 of article 298 of the Civil Code).
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Bulletin of the Supreme Arbitration Court of the Russian Federation. 2004. No. 1.
As for autonomous institutions, they also have the right to contribute cash and other property into the authorized (share) capital of other legal entities or otherwise transfer this property to other legal entities as their founder or participant only with the consent of its founder (clause 6, article 3 of the Law on Autonomous Institutions).
An exception to the general rule on obtaining permission from the owner is provided for by Federal Law No. 217-FZ of August 2, 2009 “On Amendments to Certain Legislative Acts of the Russian Federation Concerning the Creation of Budget Scientific and educational institutions business companies in order to practical application(implementation) of the results of intellectual activity ", which amended the Federal Law of August 22, 1996 N 125-FZ "On higher and postgraduate vocational education", Federal Law of August 23, 1996 N 127-FZ "On Science and State Scientific and Technical Policy", etc. For example, higher educational institutions that are budgetary educational institutions are granted the right without the consent of the owner of their property with notification federal body executive power which performs the functions of developing state policy and legal regulation in the field of scientific and scientific and technical activities, be founders (including jointly with other persons) of economic companies whose activities consist in the practical application (implementation) of the results of intellectual activity (programs for electronic computers, databases, inventions, utility models, industrial designs, breeding achievements, topologies of integrated circuits, production secrets (know-how)), the exclusive rights to which belong to these higher educational institutions. At the same time, a notice of the establishment of a business company must be sent by a higher educational institution that is a budgetary educational institution within seven days from the date of making an entry on the state registration of a business company in the Unified State Register of Legal Entities.
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Collection of legislation of the Russian Federation. 2009. N 31. Art. 3923.
Collection of legislation of the Russian Federation. 1996. N 35. Art. 4135.
There. Art. 4137.
State and municipal unitary enterprises may act as founders (participants) of joint-stock companies (with the exception of credit institutions in which they cannot be founders (participants)), using for this purpose what they own under the right of economic management or under the right operational management property only with the consent of the owner of the property (Articles 6 and 20 of the Law on Unitary Enterprises).
In accordance with Art. 5 of the Federal Law "On Privatization of State and Municipal Property", state and municipal unitary enterprises cannot act as buyers of property of privatized state and municipal enterprises, including shares of companies created on the basis of such enterprises.
4. Paragraph 6 of the commented article establishes the types of property that can be contributed as a contribution to the authorized capital.
A contribution to the authorized capital may also be property rights, which, in accordance with Art. 128 of the Civil Code of the Russian Federation are included in the concept of property. In some cases, the circulation of property rights is limited. For example, some types of rights to the results of intellectual activity cannot be a contribution to the authorized capital, despite their connection with the material carrier of the object, for example, the right to follow, the right to access. So, paragraph 6 of Art. 3 of the Federal Law of October 25, 2001 N 137-FZ "On the Enactment of the Land Code of the Russian Federation" does not allow the introduction of the right of permanent (unlimited) use land plots in the authorized (share) capital of commercial organizations. In accordance with Art. 5 of the Federal Law of December 4, 2006 N 201-FZ "On the Enactment of the Forest Code of the Russian Federation" a tenant under a lease agreement for a forest fund site until it is brought into line with the Forest Code of the Russian Federation, as well as a tenant under a lease agreement for a forest fund site or under a lease agreement for a forest plot, if the state cadastral registration of such plots was not carried out, they are not entitled to make lease rights as a contribution to the authorized capital of business partnerships and companies.
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Collection of legislation of the Russian Federation. 2001. N 44. Art. 4148.
Collection of legislation of the Russian Federation. 2006. N 50. Art. 5279.
5. Monetary valuation of the contribution of a member of a business company is subject to independent expert evaluation in cases provided for by law, in accordance with Federal Law No. 135-FZ of July 29, 1998 “On Valuation Activities in the Russian Federation” (hereinafter referred to as the Law on Valuation Activities). Such an assessment is provided for both when creating a business company again, and during reorganization, in the course of privatization.
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Collection of legislation of the Russian Federation. 1998. N 31. Art. 3813.
Conducting a monetary valuation is provided, in particular, by paragraph 3 of Art. 34, Art. 77 of the Law on Joint Stock Companies, art. 12 of the Law on the privatization of state property, paragraph 2 of Art. 15 of the Law on Limited Liability Companies. According to the latter, if the nominal value or increase in the nominal value of the share of a company member in the authorized capital of the company, paid in non-monetary funds, is more than 20 thousand rubles, an independent appraiser must be involved in order to determine the value of this property, provided that otherwise is not provided by federal law . Article 8 of the Law on Appraisal Activities requires the assessment of objects belonging to the Russian Federation, constituent entities of the Federation or municipalities, when making them as a contribution to the authorized capital, funds of legal entities.
According to paragraph 3 of Art. 34 of the Law on Joint Stock Companies, when paying for shares in non-cash funds, an independent appraiser must be involved to determine the market value of such property, unless otherwise provided by law. The value of the monetary valuation of property made by the founders of the company and the board of directors (supervisory board) cannot be higher than the value of the valuation, which was carried out by an independent appraiser.
At the same time, in paragraph 3 of the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated May 30, 2005 N 92 “On consideration arbitration courts cases on disputing the valuation of property made by an independent appraiser” clarified that if, in accordance with the law or other regulatory act, the parties to the transaction, the state body, official, management bodies of a legal entity are required to value the value of the object of valuation specified by the independent appraiser (including when it is established by law or other regulatory act that the object cannot be valued below or above the value indicated in the report of an independent appraiser), then in the event of a transaction (issuance of an act by a state body, adoption of a decision by an official or management body of a legal entity) at a price, not corresponding to the value given in the report of an independent appraiser, such a transaction and an act of a state body should be recognized by the court as invalid, the decision of the official - illegal, the decision of the body of the legal entity - without legal force. If a law or other regulatory act establishes only the mandatory involvement of an independent appraiser (mandatory assessment of an object by an independent appraiser), the failure to involve an independent appraiser in itself is not a reason for a court to recognize a transaction and an act of a state body as invalid based on violation of the requirements of the law, or the decision of an official - illegal , decisions of the body of a legal entity - not having legal force.
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Bulletin of the Supreme Arbitration Court of the Russian Federation. 2005. No. 7.
When creating a business company budget institutions in accordance with the Federal Law "On Amendments to Certain Legislative Acts of the Russian Federation on the Creation of Budgetary Scientific and Educational Institutions of Business Companies for the Purpose of Practical Application (Implementation) of the Results of Intellectual Activity" license agreement is approved by the decision of the general meeting of founders (participants) of the economic company, adopted by all the founders (participants) of the economic company unanimously. If the nominal value (increase in the nominal value) of the share or shares of a member of a business entity in the authorized capital of a business entity, paid by such a contribution, is more than 500 thousand rubles, such a contribution must be assessed by an independent appraiser.
Business companies in our country can be created in the form of a joint-stock company, limited liability company and additional liability company. Joint-stock companies can be of open and closed type. They are
Plan.
Introduction.
Main part.
I. Basic provisions on business companies.
1. Basic provisions.
2. Rights and obligations of participants in economic companies.
II. Types of business companies.
1. Limited Liability Company.
2. Company with additional liability.
3. Joint stock company.
1. Principles of organization of joint-stock companies.
2. Types of joint-stock companies.
III. History of the development of economic companies in Russia.
1. The history of the development of economic companies in Russia.
2. Joint stock companies in Russia in the 19th century.
3. The dynamics of the development of joint-stock companies in Russia in the late 19th - early 20th century.
4. The policy of the Soviet government in relation to business companies.
IV. The development of economic companies in modern Russia.
1. Stages of privatization in Russia.
2. Characteristics of the privatization process.
Conclusion.
Bibliography.
Introduction.
The theme of my work is economic companies in Russia.
In Russia, business companies are recognized as commercial organizations with authorized capital divided into contributions of participants (founders).
The property created at the expense of the contributions of the founders, as well as acquired by economic companies in the course of its activities, belongs to it by the right of ownership.
Business companies in our country can be created in the form of a joint-stock company, limited liability company and additional liability company. Joint-stock companies can be of open and closed type. They are the most common form of business organization in our country.
The purpose of the work is to consider the types of business companies, their history and position in modern conditions. My work consists of four parts. In the first part, I gave a definition of economic companies, in the second I described their types. To write these parts, I used the Civil Code of the Russian Federation and comments to it. In the third part, I described the process of formation of economic companies in pre-revolutionary Russia. At that time, there were enterprises mainly of such forms of ownership as a company on shares and a joint-stock company. Therefore, more attention is paid to joint-stock companies. And in the fourth part brief description privatization process in the Russian Federation, thanks to which state property passed into private hands. In my work, I used the materials of the periodical press.
1. Basic provisions.
According to the Civil Code, in Russia, business entities are recognized as commercial organizations with participants divided into contributions
(founders) authorized capital. The property created at the expense of the contributions of the founders, as well as acquired by economic companies in the course of its activities, belongs to it by the right of ownership.
Business companies can be created in the form of a joint-stock company, limited liability company and additional liability company.
Citizens and legal entities may be participants in economic companies.
State bodies and bodies of local self-government are not entitled to act as participants in economic companies, unless otherwise provided by law. Institutions financed by owners may be participants in economic companies with the permission of the owner, unless otherwise provided by law. The law may prohibit or restrict the participation of certain categories of citizens in business companies, with the exception of JSCs.
A contribution to the property of a business partnership may be money, securities, other things or property rights or other rights having a monetary value. Monetary assessment of the contribution of a participant in a business partnership is made by agreement between the founders of the company and, in cases provided for by law, is subject to independent expert verification.
Limited or additional liability companies are not entitled to issue shares.
1.2. Rights and obligations of participants in a business partnership.
Participants of a business partnership have the right to:
Participate in the management of the affairs of the company, with the exception of cases provided for by the law on joint-stock companies;
Receive information about the activities of the company and get acquainted with its accounting and other documentation in the manner prescribed by the constituent documents;
Participate in the distribution of profits;
To receive, in the event of liquidation of the company, part of the property remaining after settlements with creditors, or its value.
Participants in a business partnership may also have other rights provided for by constituent documents or laws on business partnerships.
Participants of a business partnership are obliged to:
Make contributions in the manner, amount, methods and within the time limits stipulated by the constituent documents;
Do not disclose confidential information about the activities of the partnership or company.
Participants of a business partnership may also bear other obligations stipulated by its constituent documents.
3. Transformation of business companies.
Business companies may be transformed into companies of another type or into production cooperatives by decision of the general meeting of participants in the manner prescribed by the Civil Code of the Russian Federation.
2.1. Limited Liability Company.
A limited liability company (LLC) is a company founded by one or more persons, the authorized capital of which is divided into shares of sections determined by the constituent documents; participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their contributions.
One of the mandatory features of a legal entity is the presence of separate property and independent liability for its obligations with this property. All legal entities are usually divided into those that have the right of ownership to separate property and those that have other real rights to the property assigned to them. A limited liability company from the moment of registration acquires the right of ownership of the property transferred to it by the founders as contributions. The Company shall be liable for its obligations with all its property. In case of insolvency (bankruptcy) of a limited liability company due to the fault of its participants or through the fault of other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, the specified participants or other persons in case of insufficient property of the company may be vicarious liability for its obligations.
The trade name of the company must contain the name of the company and the words "limited liability".
The number of participants in an LLC must not exceed the limit established by the LLC law. Otherwise, it is subject to transformation into a joint-stock company within a year, and after the expiration of this period - to liquidation by judicial procedure, if the number of its participants does not decrease to the limit established by law.
The founding documents of an LLC are the constituent agreement signed by its founders, its constituent document is the charter.
The authorized capital of an LLC is made up of the value of the contributions of its members.
The authorized capital determines the size of the company's property, which guarantees the interests of its creditors. The size of the authorized capital cannot be less than the amount determined by the law on limited liability companies.
It is not allowed to release a participant in an LLC from the obligation to make a contribution to the authorized capital of the company.
The size of the authorized capital (UK) at the time of registration of the LLC must be paid by its participants by less than half. The rest is paid during the first year of the company's operation. MC reduction
An LLC is allowed after notifying all of its creditors. The latter have the right in this case to demand early termination or performance of the relevant obligations of the company and compensation for their losses. Increase
The Criminal Code of a company is allowed after all its participants have made contributions in full.
The supreme governing body of an LLC is the general meeting of shareholders. AT
An executive (collegiate and (or) sole proprietor) LLC is created, which carries out the current management of its activities and is accountable to the general meeting of participants.
The exclusive competence of the general meeting of LLC participants includes:
one). Changing the charter of the company, changing the size of its authorized capital;
2). Formation of the executive bodies of the company and early termination of their powers;
3). Approval of annual reports;
four). Decision on reorganization or liquidation of the company;
5). Election of the audit commission (auditor) of the company.
The procedure for conducting audits of the company's activities is determined by law and the charter of the company. Publication by the company of information on the results of the conduct of its affairs (public reporting) is not required.
A member of an LLC has the right to sell or otherwise assign his share in the authorized capital or part of it to one or more members of this company. Participant
LLC has the right to withdraw from the company at any time, regardless of the consent of its participants. At the same time, he must be paid the value of the part of the property corresponding to his share in the Criminal Code.
2.2. Society with additional liability.
An additional liability company is a company founded by one or more persons, the Criminal Code of which is divided into shares of sizes determined by the founders; the participants in such a company bear subsidiary liability for its obligations with their property in the same multiple for all of the value of their contributions, determined by the founding documents of the company. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions, determined by the constituent documents of the company.
The company name of a company with additional liability must contain the name of the company and the words "with additional liability".
In other respects, an additional liability company is similar to an LLC.
2.3. Joint-stock company.
Joint stock companies have a number of advantages over other forms of ownership. Therefore, I would like to dwell on the characteristics of AO in more detail.
Advantages:
Firstly, the company has the opportunity to raise funds from shareholders to replenish statutory fund and expansion of its activities, and these funds are non-refundable (with the exception of complete elimination company), since the shares are not redeemed by the company, but only resold to other shareholders.
Secondly, the general management of the company's activities is separated from specific from specific management, which allows you to hire and select the most suitable managers, directors, makes shareholders take the selection of management personnel seriously, since each shareholder is responsible for efficient work society with invested funds.
Thirdly, it creates the possibility of a real transformation of the entire labor collective of the enterprise into owners by acquiring shares of the company by each of them.
Fourthly, there is an opportunity to attract your permanent counterparties to the shareholders, while creating a general interest in the results of the company's activities. Also, the company itself can acquire securities of other companies, thus forming entire networks of organizations interested in each other's work, related relationships ownership and the right to participate in management.
Thus, a joint-stock company, uniting all participants on a single legal basis, provides a unique form of realization of collective property, while creating interest in the final results of work. The issuance and distribution of shares provides a real opportunity for control and management of activities by shareholders.
2.3.1. Principles of organization of a joint-stock company.
A joint stock company is one of the organizational and legal forms of enterprises. It is created by centralizing money
(capital pooling) various persons conducted through the sale of shares for the purpose of carrying out business activities and making a profit.
Joint stock company (hereinafter - the company) in accordance with the Civil Code of the Russian Federation of October 21, 1994. and the Federal Law of December 26, 1995 No.
N208-FZ “On Joint Stock Companies” is recognized as a commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the company's participants (shareholders) in relation to the company.
Individuals and legal entities may act as participants in the pooling of capital by creating a joint-stock company (participants of the company).
At the same time, participants are not liable for the obligations of the company and bear the risk of losses associated with its activities, within the value of their shares. Participants who have not fully paid for the shares shall be jointly and severally liable for the obligations of the company to the extent of the unpaid part of the value of the shares they own.
In the process of creating a company, its founders unite their property on certain conditions, fixed in the constituent documents of the company. On the basis of such combined capital, economic activities will be carried out in the future with the aim of making a profit.
The contribution of a member of the company to the joint capital may be cash, as well as any material assets, securities, rights to use natural resources and other property rights, including the right to intellectual property.
The value of the property contributed by each founder is determined in monetary form by a joint decision of the company's participants. The united property, valued in monetary terms, constitutes the authorized capital of the company.
The latter is divided into a certain number of equal shares.
Evidence of the introduction of such shares is a share, and the monetary value of this share is called the par value (face value) of the shares.
Thus, a joint-stock company has an authorized capital divided into a certain number of shares of equal par value, which are issued by the company for circulation on the securities market.
Each participant in the joint capital is endowed with a number of shares corresponding to the size of the share contributed by him.
Shareholders - shareholders - are the so-called share owners.
A joint stock company is a legal entity. The order of its organization is regulated by the legislation of the Russian Federation.
A joint-stock company acquires the rights of a legal entity from the moment of its registration with the State Registration Chamber or other authorized state body. Issued upon registration
Certificate of registration of the joint-stock company, which indicates the date and number of state registration, the name of the company, as well as the name of the registering body.
The Company is a legal entity and owns separate property recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, incur obligations, be a plaintiff and defendant in court.
Society has civil rights and bears the obligations necessary for the implementation of any activities not prohibited by law
RF. Companies can be engaged in activities, the liver of which is determined by the legislation of the Russian Federation, only on the basis of an appropriate permit
(licenses). If the conditions for granting a special permit
(license) to engage in a certain type of activity, there is a requirement to engage in such activity as exclusive, then the company during the period of validity of a special permit (license) is not entitled to carry out other types of activity, with the exception of the types of activities provided for by a special permit (license) and related to them.
The Company has the right to open bank accounts in the Russian Federation and abroad in accordance with the established procedure.
The company must have a round seal containing its full company name in Russian and an indication of its location. The seal may also indicate the trade name of the company in any foreign language or the language of the peoples of the Russian Federation. The Company has the right to have stamps and letterheads with its name, its own emblem, as well as a duly registered trademark and other means of visual identification.
Society's responsibility.
The Company shall be liable for its obligations with all its property.
The Company is not liable for the obligations of its shareholders.
If the insolvency (bankruptcy) of the company is caused by the actions
(inaction) of its shareholders or other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, then the said shareholders or other persons, in the event of insufficient property of the company, may be assigned subsidiary liability for its obligations.
The functioning of a joint-stock company is carried out with obligatory observance of the conditions of economic activity established by Russian legislation.
As a legal entity, the company is the owner of: the property transferred to it by the founders; products produced as a result of economic activity; received income and other property acquired by him in the course of his activities.
The Company has full economic independence in determining the form of management, making economic decisions, marketing, setting prices, wages and profit distribution.
The term of the company's activity is not limited or is set by its participants.
A joint-stock company is created and operates on the basis of a charter - a document that defines the subject and goals of creating a company, its structure, the procedure for managing affairs, the rights and obligations of each co-owner.
When combining their contributions, the participants of the company enter into an agreement on the procedure for maintaining, using and disposing of the combined property, i.e. common property.
The activities of the company are not limited to those established in the charter. Any transaction that does not contradict the current legislation is recognized as valid, even if it goes beyond the limits specified by the charter.
All further activities of the joint-stock company are based on the mandatory implementation of the provisions regulated by the charter.
The Charter and all amendments and additions made to it, with the consent of the shareholders, must be registered with the authorized state bodies.
The insolvency (bankruptcy) of a company is considered to be caused by the actions (inaction) of its shareholders or other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, only if they used the said right and (or) opportunity for the purposes of the commission of an action by the company, knowing in advance that as a result of this, insolvency will occur
(bankruptcy) of the company.
The state and its bodies are not liable for the obligations of society, just as the society is not liable for the obligations of the state and its bodies.
2.3.2. AO types.
A company can be open or closed, which is reflected in its charter and trade name.
Shareholders of an open company may alienate their shares without the consent of other shareholders of this company. Such a company has the right to conduct an open subscription for the shares it issues and to carry out their free sale in accordance with the legislation of the Russian Federation. An open company has the right to conduct a closed subscription for the shares it issues, except in cases where the possibility of conducting a closed subscription is limited by the company's charter or the requirements of legal acts of the Russian Federation.
The number of shareholders of an open company is not limited.
The main characteristics of an open society are the extent of the pooled capital and a large number of owners. The main idea, which is usually pursued when creating this form of private enterprise, is to attract and concentrate large amounts of money.
(capital) of individuals and legal entities for the purpose of their use for profit.
A company whose shares are distributed only among its founders or other predetermined circle of persons is recognized as a closed company.
Such a company is not entitled to conduct an open subscription for shares issued by it or otherwise offer them for purchase to an unlimited number of persons.
The number of shareholders of a closed company must not exceed fifty. If the number of shareholders of a closed company exceeds the limit established by this paragraph, the said company must be transformed into an open company within one year. If the number of its shareholders does not decrease to the limit established by this paragraph, the company is subject to liquidation in a judicial proceeding.
Shareholders of a closed company have the pre-emptive right to acquire shares sold by other shareholders of this company at the offer price to another person. The company's charter may provide for the company's preemptive right to acquire shares sold by its shareholders, if the shareholders have not exercised their preemptive right to acquire shares.
The procedure and terms for exercising the pre-emptive right to acquire shares sold by shareholders are established by the charter of the company. The term for exercising the pre-emptive right may not be less than 30 and more than 60 days from the moment the shares are offered for sale.
Companies whose founders are, in the cases established by federal laws, the Russian Federation, a constituent entity of the Russian Federation or municipality(with the exception of companies formed in the process of privatization of state and municipal enterprises) can only be open.
3.1. History of the development of economic companies in Russia.
In this chapter, I will talk about the formation of economic companies in Russia, starting from the middle of the 19th century.
In the 19th century in Russia, business companies were represented by joint-stock companies, share companies, and limited liability companies.
The transfer of Russia to the capitalist path of development was accompanied by the foundation of more and more new structures corresponding to the new type of economic relations. The leading place among them was occupied by joint-stock associations, which bore associations that bore the names
"companies", "societies", "partnerships".
Limited liability companies are an invention of German lawyers, made at the end of the 19th century and caused by the independent requirements of practice, which showed insufficient elasticity of joint-stock companies, on the one hand, and limited opportunities full partnerships that prevent them widespread, with another. In 1892, the Reichstag adopted the Law "On Limited Liability Companies" Considered it possible to borrow this institution and Austria, retaining all the essential features of the German law.
Somewhat later, societies became widespread in Russia.
It is curious that in the USA, England, Holland, Belgium, limited liability companies did not exist. Joint-stock companies have long been rooted there, and their number has increased. Germany and Russia are the exception.
Germany and Russia, due to their geographical features, were late in the territorial redistribution of the world. They practically did not have colonies that would allow them to accumulate wealth (although, as modern political scientists admit, Russia did colonize the territory beyond the Urals). The concentration of capital in these countries was inferior to the concentration of material power in England and similar countries. That is why joint-stock companies, suitable for the use of a fairly large mass of capital, were more common.
The joint-stock form of management appears at a stage in the development of the economy, when there is a need for the concentration of huge capital directed to solving global economic problems or developing new sectors of the economy. The most general definition of a joint-stock company is that it is an organization created by legal entities or individuals by combining their contributions for the purpose of joint economic activity.
The joint-stock business for Russia in the 19th century was not an imported novelty or the business of exclusively foreign entrepreneurs. The successful activity of "companies on shares" in Russia has been known since the middle of the 18th century.
An interesting fact: when in 1767 30 merchants - grain merchants organized a joint-stock company and offered Catherine II to head the supervisory board, the empress willingly agreed to act as director of the joint-stock company, ordering him to give him an interest-free loan of 20 thousand rubles. "for help".
3.2. Joint stock companies in Russia in the 19th century.
By the beginning of the 19th century, there were 5 joint-stock companies in Russia. This is not much in comparison with the developed European countries, but the very fact of the emergence of purely capitalist structures under the conditions of the feudal-serf system testifies to the sprouts of a new, more progressive model of economic development ripening in the depths of Russian society.
It should be noted at the same time that the Russian government was very supportive of entrepreneurial undertakings in the formulation of a joint-stock business, which was reflected in a number of legislative acts. So, by decree of Emperor Alexander I to the Senate (1805) and the manifesto “On the Granting of New Benefits to the Merchants” (1807), private forms were established.
-cooperative business associations, the limits of their rights and responsibilities. The laws established 2 types of partnerships (trading houses): a general partnership and a limited partnership. In addition, it was allowed to create joint-stock companies, "partnerships in areas."
A general partnership is a form of collective entrepreneurship in which all its members have the rights and can conduct business on behalf of their trading house, being responsible for their actions with all their property and capital. As a rule, general partnerships in Russia were formed on the basis of a family or kindred clans. If the family capital was not enough for the implementation of the planned projects, capital was attracted from outside, such an association was called a partnership in faith. The charter ordered such partnerships in their name to add "... and Co" immediately after the list of names of the founders. Investors from the outside did not have the right to carry out entrepreneurial operations, and their rights in case of failure were limited to the amount of “capital put into the company”, as stated by the Decree of Alexander I. This principle limited liability, proclaimed in Russia at the beginning of the 19th century, became widespread in the West only half a century later.
Thus, a limited partnership became, as it were, a transitional form from a general partnership to a "partnership on shares", that is, a joint-stock company proper, participation in which provided for limited liability of shareholders. The limited degree of risk, the admissibility of the transfer of shares from hand to hand, their free circulation on the stock exchange attracted wide attention to joint-stock companies. business people which allowed this form of collective entrepreneurship to become a powerful tool for mobilizing capital to solve major economic problems. Unfortunately, the sluggish economic life in Russia in the conditions of a backward economic system left the joint-stock form of entrepreneurship in insufficient demand.
The first JSCs in Russia appeared in the second half of the 18th century. At the beginning of the 19th century, five joint-stock companies were registered, then several more.
The joint-stock form of entrepreneurship as an attribute of the market, capitalist model of the economy with the greatest work paved the way in the wilds of Russian feudalism. One of the most successful attempts at joint-stock entrepreneurship in the pre-reform period should be called the creation in 1827 of the First Fire Insurance Company, which lasted until 1917. The Russian South-Western Shipping Company operated exceptionally successfully, founded by prominent dignitaries - Prince Gagarin and Count Mordvinov.
The Russian government, with the permission of which joint-stock companies could be established, considered this form of entrepreneurship very useful for the state. Therefore, in addition to significant benefits and advantages
(granting an exclusive monopoly on certain period in a particular area of economic activity, exemption from taxes and fees, issuance of interest-free loans and credits), the government of Nicholas I took an unprecedented step in Russian economic history, reducing interest on deposits from 5 to 4% from January 1, 1830. It seemed to artificially push Russian capital from the position of passive expectation of an annual five percent profit to look for more profitable points of their application. And this measure had its effect.
Nicholas I was interested in joint-stock foundation. Unlike a trading house, participation in joint-stock companies was all-class, and allowed not only merchants, but also philistines and nobles to be involved in their activities. All these measures in Russia in the 30s of the 19th century caused a noticeable revival of joint-stock activities. So, only from 1835 to 1838, 45 joint-stock companies were formed. This process received a noticeable acceleration after the adoption in 1838 of the "Regulations on Companies on Shares". And although this law established strict control over the activities of companies, largely limiting the limits of their rights and opportunities (allowing only registered shares and prohibiting bearer shares, allowing transactions only for cash and prohibiting transactions for a period, etc.), nevertheless, the fact legitimization of joint-stock business in Russia opened before him a broad prospect of development.
A new wave of joint-stock entrepreneurship followed after the accession of Alexander II (1856).
In order to accelerate the aspiration of private capital into the development of industry, the government of Alexander II in 1857 lowered the interest on deposits in order to direct money into circulation. This measure has produced better results than expected. This gave impetus to the industrial and commercial movement that began with the end of the Crimean War.
And, if in 1849-1952. only 3 joint-stock companies were formed, then in 1957 - 14, and in 1858 - 20, by the beginning of the reforms there were 128.
3.3. Dynamics of development of joint-stock companies in Russia in the late 19th - early 20th century.
The true dawn of the joint-stock business in Russia begins in the era of great reforms.
Already in the first 2 years of the transition of the economy to the capitalist model of development, 357 JSCs were established, of which 73 were banking, 163 were industrial.
The economic crises of the mid-70s and mid-80s somewhat distorted the dynamics of the development of the joint-stock business in Russia, but did not change the upward trend.
The Russian market attracted founders whose activities were admitted on a competitive basis.
The extraordinary development of the joint-stock foundation in Russia, according to the researcher Shepelev L.E. , expressed in the following indicators:
1886-1892 – 24 Russian companies and 4 foreign ones were opened;
1893-1901 – 92 domestic and 20 foreign.
The peak of joint-stock foundation in Russia fell on the penultimate year of the "golden decade" in the industrial development of Russia - 1899, when 156 Russian and 37 foreign companies were founded.
By the beginning of the 20th century, 1300 JSCs operated in Russia, they accounted for
2/3 of the volume of all industrial products. According to the pace of industrial development
Russia came out on top in Europe and second in the world (after the US).
Joint-stock business received even more rapid acceleration at the beginning of the 20th century.
From 1910 to 1913, 774 JSCs arose in Russia. Their total capital amounted to 1114 million rubles. In total, by the beginning of the Second World War, there were 2263 of them.
The changes in the situation caused by the war could not but affect the nature of the joint-stock company. In 1916, a total of 224 companies were created with a fixed capital of 372.7 million rubles. But most of them were unable to raise the necessary capital and get down to business, as capital markets began to lag behind entrepreneurial activity. There has been a trend towards an increase in Gründer sentiment among the founding shareholders.
That is, more and more companies were established for speculative purposes, based on luck. Another feature is that during the war years the share of joint-stock companies that arose to organize new enterprises increased.
After the February Revolution of 1917, by the Decree of the Provisional Government of March 17, 1917, the Minister of Trade was granted the right to approve the charters of joint-stock companies and partnerships on shares. All laws restricting the activities of foreign nationals and persons of the Jewish faith were repealed.
It is noteworthy that the March decrees of the Provisional Government remained in force for some time after the 1917 coup. In the middle
In 1917, the regulations were supplemented. It was allowed to establish companies with participation in their capitals, profits and management by workers and employees.
The ministry developed plans for the formation of such AOs, but they were not implemented in practice. During the war years, unsecured issues of paper money led to a fall in the real value of the ruble. Therefore, it was preferable to own public and private shares, rather than money. The possession of shares made it possible to play on courses. The circle of shareholders also expanded due to entrepreneurs, officers, and intellectuals.
3.4. The policy of the Soviet government in relation to economic companies.
By the time the Bolsheviks came to power in Russia, there were about
2,850 commercial and industrial joint-stock companies with a nominal capital of 6,040 million rubles.
In addition, there were 51 commercial and 10 land joint-stock banks and 58 railway companies. Among the entrepreneurs of that time, there was an opinion that such a political system was short-lived. But completely different moods were generated by the decree of the All-Russian Central Executive Committee published on December 14, 1917, that banking in Russia was declared a state monopoly, and all joint-stock and other companies were nationalized. Lenin assumed that the nationalization of both industrial and banking capital would deepen the revolutionary transformations.
In 1917 - 18 years. Several decrees were issued prohibiting the activities of AOs and other societies. The final solution to the issue was the publication of the decree of the Council of People's Commissars of March 4, 1919 "On the liquidation of obligations of state enterprises." From March 1, 1919, all enterprises were transferred to state budget financing.
The liquidation of economic companies in the USSR, in turn, was an integral element of the military-economic policy of the Bolsheviks.
4.1. Stages of privatization in Russia.
As noted in Soviet Russia there were no business entities. Since 1987, there has been an increase in entrepreneurial activity in our country. Privatization, which began since then, has become a kind of antipode of nationalization.
There are several periods of the privatization process in Russia.
1 period - 1987-1991 Spontaneous / wild privatization.
1987 - the Law "On state enterprises”, which allowed to choose a director, the responsibility of enterprises to ministries was reduced, enterprises could set prices for products themselves.
1988 - the law "on cooperation in the USSR" was issued, which led to the growth of cooperative enterprises, at that time personal fortunes began to take shape.
In 1991, the Law "On the Privatization of State and Municipal Enterprises in the RSFSR" was issued.
2 period - 1992-1994. Mass voucher privatization.
3rd period - 1994-1998. Monetary privatization and post-privatization distribution of property.
4.2. Characteristics of the privatization process.
Privatization in Russia was carried out following the example of Poland - the reformers also decided on a program of shock therapy, but they refused to recognize Russian specifics, neglecting the warnings of experienced "Sovietologists".
It was believed that, as with the introduction of shock therapy in developing countries, it would take only a breath of fresh economic air to turn a dysfunctional economy into a functioning one. With a free pricing system, prices were expected to rise, queues to disappear, profits to rise, output to increase, and following this, new enterprises would open and a viable market infrastructure would form.
Today, even many of the former optimists have understood why it was absolutely unrealistic to expect a rapid recovery in the market in the post-communist
Russia. Due to ideological restrictions and for a number of other reasons, the development of the service sector and retail trade has always received insufficient attention.
Evidence of this is one of the highest among developed countries the ratio of the number of buyers and stores in former USSR. Therefore, the privatization of shops and restaurants alone, even if carried out quickly and smoothly, would not lead to the creation of a highly competitive climate.
In fact, there were no institutions in Russia capable of replacing Gosplan, Gossnab and various economic ministries after they were liquidated. Not only retail and wholesale chain stores were extremely insufficient, there were no necessary normative base, accounting practices, bankruptcy proceedings, commercial banking rules that might guide business decisions. All this, with the rejection of planning, led to anarchic manifestations in the sphere of trade and industry. Another important condition was also missing - a state apparatus free from corruption and able to support private business.
The enormity of these “voids” even now eludes most analysts. Enterprise managers suddenly lacked guidance on where to get imported goods and how much to pay for them, what to do with own products and how much to charge for it.
In the same time officials in government, relieved of their former powers and responsibilities, were unfamiliar with the new functions usually carried out in a market economy. The situation was worsened by the fact that Russia found itself in conditions of hyperinflation (a 26-fold rise in prices in 1992). As wage increases for government officials lagged behind rising prices, this led to unprecedented corruption and extortion. And today, in terms of the level of corruption, Russia is among the countries "leading" in this indicator.
Such conditions could not but affect the transformation process and the opportunities for entrepreneurs to create, run and develop their business.
Noting the contrast between the success of the transition process in Poland and the failure in
Russia, it can be noted that 76% of Muscovites admitted that they could not work without an “umbrella” or “mafia roof”.
Thus, the market environment that has developed in Russia is a hybrid that could hardly be approved in the developed world.
It cannot be denied that corruption and crime exist everywhere, but not in such an extreme manifestation, and this is a qualitative difference. It would not be an exaggeration to say that the result of the Russian experiment was a monster market, and not the type of market that was hoped for in Russia and which has developed, for example, in Poland.
It seems that despite the potential dangers, some steps can be taken to correct the mistakes of privatization. According to a report prepared by the Privatization Committee State Duma, With
From 1992 to 1996, the government received only $20 billion from the sale of almost
70% state-owned enterprises. The owners should be compensated or given a pre-emptive right of choice to make up the difference between the market value of the enterprise for this moment and the amount actually paid by them. special attention deserve enterprises acquired in the process of loans-for-shares auctions, when valuable assets were sold to oligarchs for
1/10 of their value. In addition, enterprises should be denationalized in cases where their management is unable to ensure the repayment of debt obligations, including debt on accounts, wages and taxes.
Of course, the denationalized property must be re-offered for sale.
This kind of denationalization followed by new privatization is a field for abuse. Efforts to restore confidence will become futile if denationalization is seen as an act of vengeance from one clan (or group) to another. Moreover, no one should be allowed to distort the bidding process by narrowing the conditions in such a way as to give an advantage to one of the participants. Serious problem- the question of the admission of foreigners. Their bidding would substantially increase the winning bids. At the same time, it may cause a negative reaction from those who fear the strengthening of foreign influence in Russian industry.
A variant is possible in which foreign participants are allowed only as junior partners in the bidding process. It probably won't work for many of them.
(considering the position of non-controlling shareholders), but at least an attempt to attract should be made.
Conclusion.
In our country, business companies are recognized as commercial organizations with authorized capital divided into contributions of participants (founders).
Business companies in Russia are represented by several types: joint-stock companies of open and closed type, limited and additional liability companies.
A joint-stock company is a commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the company's participants (shareholders) in relation to the company.
A limited liability company is a company established by one or more persons, the authorized capital of which is divided into shares of sections determined by the constituent documents; participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their contributions.
An additional liability company is a company established by one or more persons, the Criminal Code of which is divided into shares of sizes determined by the founders; the participants in such a company bear subsidiary liability for its obligations with their property in the same multiple for all of the value of their contributions, determined by the founding documents of the company.
Joint-stock companies are most common in our country, because they have a number of advantages. They provide a unique form of implementation of collective property, uniting all participants on a single legal basis, while creating an interest in the final results of the work. Issuing and distributing shares real opportunity control of activities and management by shareholders.
The first economic companies appeared in Russia in the 19th century. The purpose of their creation was the concentration of capital for the creation of new sectors of the economy and the dynamic development of existing ones. If in the middle of the 19th century the number of joint-stock companies in our country was measured in dozens, then by the time of the Bolshevik revolution there were about 2850 commercial and industrial joint-stock companies, 51 commercial and 10 land joint-stock banks. The almost two-century history of the Russian joint-stock business was interrupted at a time of its great potential, when hundreds of thousands of owners of private capital could contribute to the strengthening of the country's economic situation in the future.
The changes that followed the overthrow of the autocracy not only did not hinder, but gave a new impetus to the development of economic societies in
Russia. However, the democratic reforms initiated by the February revolution were not destined to come true. The Bolshevik government began its activities with the nationalization of industry, therefore, during the existence of the USSR, there were no economic societies.
Since 1987, transformations began, culminating in privatization.
State-owned enterprises, through corporatization, became the property of the head of the enterprise and the working collective, to whom a 51 percent package of ordinary shares was transferred free of charge.
The transition from central planning to the market was not easy in any country, but it was especially difficult in the post-Soviet space, where the communist regime had existed for many decades and there were too few echoes of the market.
Nevertheless, now in Russia there are economic companies and, despite the problems, they successfully function in market conditions.
Bibliography.
1) Andryushenko V.I., Shareholder's book for reading and decision-making., M. Fin. and statistics, 1994
2) Baryshnikov M.N. - History of the business world of the Russian Federation, M .: AO
"Aspect Press", 1994
3) Galagin A.A. - The origins of Russian entrepreneurship, M .: Os-89, 1997
4) Civil Code Russian Federation. Part one, M.: Profizdat,
1995
5) Law of the Russian Federation of February 8, 1998 No. 14-FZ “On Limited Liability Companies” // Rossiyskaya Gazeta, No. 30 of February 17, 1998
6) Podvinskaya E.S., Zhilyaeva N.I. - All about joint-stock companies, M.: 1993.
7) Slepenkova E.M. – Formation of joint-stock property in modern Russian economy// Bulletin of Moscow State University, series "Economics", No. 4, 2000
8) Federal Law No. 26 December 1995 N208-FZ “On Joint Stock Companies”
9) Goldman M.A. - Privatization in Russia - is it possible to correct the mistakes made // Problems of the theory and practice of management, No. 4, 2000
-----------------------
Civil Code of the Russian Federation, art. 66
Civil Code of the Russian Federation, art. 87-94
Civil Code of the Russian Federation, art. 25.
Andryushenko V.I., Shareholder's book for reading and decision-making., M.
Fin. and statistics, 1994
Federal Law of December 26, 1995 No. N208-FZ “On Joint Stock Companies”
Galagin A.A. - The origins of Russian entrepreneurship, M .: Os-89, 1997
Baryshnikov M.N. - History of the business world of the Russian Federation, M .: AO
"Aspect Press", 1994
Slepenkova E.M. – Formation of joint-stock property in the modern Russian economy // Bulletin of Moscow State University, series "Economics", No. 4, 2000
Goldman M.A. - Privatization in Russia - is it possible to correct the mistakes made // Problems of the theory and practice of management, No. 4, 2000
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