When creating a company, each entrepreneur must decide on its organizational and legal form, which corresponds to the Civil Code of the Russian Federation. The simplest organizational legal form entrepreneurial activity is a PBOYUL (entrepreneur without the formation of a legal entity).

Based on Article 23 of the Civil Code of the Russian Federation, citizens have the right to exercise entrepreneurial activity without forming a legal entity. This right comes into force from the moment state registration citizen as an individual entrepreneur.

This type of entrepreneurial activity of citizens is subject to the rules and requirements (specified in the Civil Code of the Russian Federation) regulating the activities of legal entities - commercial organizations, unless otherwise specifically provided for by other legal acts.

Accordingly, in the service sector and consumer market, an individual entrepreneur is individual, performing on an equal footing with legal entities.

An individual entrepreneur (PBOYUL) has the right to:

• opening your current account at a banking institution;
• your trademark;
• concluding transactions and signing business agreements;
• obtaining a bank loan;
• independent payment of taxes;
• in property disputes with legal entities, be a plaintiff and defendant in court (including arbitration);
• use of hired labor of other citizens on the basis of a contract, etc.

The advantages of individual entrepreneurship include:

• a very simplified and short procedure for both registration and liquidation;
• the income tax rate is much lower than that of legal entities;
• simplified reporting and accounting procedures;
• Individual entrepreneurs are not registered with the State Statistics Committee.

For the initial stage of organizing a new business, PBOLE is the most suitable form. When successful activities an individual entrepreneur will be able to acquire the necessary capital and experience to move into a larger business, forming a legal entity.

Determining factors for choosing the right one legal form are the volumes and areas of business, the number of co-founders (players) and the activities of the company in a market economy. Legislatively, legal entities are divided into non-profit and commercial organizations. Only those organizations whose main goal is to make a profit can receive the status of a small enterprise.

Commercial organizations, in turn, can be created in various organizational and legal forms, in particular: as business partnerships, as business societies, as production cooperatives (artels). Since the state's share in the authorized capital of small enterprises cannot be more than 25%, they cannot be created in the form of municipal and state enterprises, for which the state's share is 100%.

Organizational and legal form. Business partnerships

Business partnerships and business societies are all commercial organizations with a constituent authorized capital divided into shares (contributions).

The authorized capital is intended to guarantee ongoing operations (transactions) and is the basis economic activity. The size of the authorized capital is indicated in the company's charter. A business partnership can be created in the form of a general partnership and a limited partnership (limited partnership).

An economic company can be formed as Joint-Stock Company(open or closed), or as a limited liability company.

Organizational and legal form. General partnership

This is a partnership in which each participant bears joint and several and unlimited liability for the affairs of the partnership. General partnerships are created and operate on the basis of a constituent agreement that must be signed by all its participants.

A person can be a participant in only one general partnership. For the obligations of the partnership, its participants bear full responsibility. The management of the partnership is carried out by a majority vote or by general agreement, and each of the participants has one vote (unless otherwise specified in the constituent agreement).

Each of the participants in such a partnership has the right to act on behalf of the partnership (unless otherwise specified in the constituent agreement).

At the time of registration of a general partnership, each of its participants must make at least 50% of their contribution. The results of financial and economic activities are distributed depending on the share of contributed capital.

With this form of organization, its name must contain the words “full partnership” and the names of the participants, or one name and the prefix “and Co” plus “full partnership”.

Organizational and legal form. Limited partnership (limited partnership)

In such a partnership, in addition to the existing participants (general partners), who are liable with their property, there are associated participants (one or more), the so-called “commandists”, who are liable only within the framework of their contribution and do not take part in business activities.

The rules of general partnerships apply to a limited partnership and only general partners participate in management. The commander (investor) has the right to receive a profit (commensurate with the share), get acquainted with the balance sheets and annual reports, upon completion financial year leave the partnership, having received your contribution in the manner prescribed by the founding agreement, transfer your share to third parties or other investors. In the event of liquidation (bankruptcy) of a limited partnership, after satisfaction of creditors, such investors have the first right to the return of their deposits.

Organizational and legal form. Joint Stock Company (JSC)

This is the kind of society authorized capital which is divided into certain number shares Shareholders are not liable for the company's obligations; they do not bear the risk of losses on the shares they own. When a JSC participant can alienate his shares, and the consent of other shareholders is not required for this, this is an OJSC (open joint stock company). The JSC must annually publish an annual balance sheet and profit/loss report. If the shares are distributed only among a certain circle of persons, such a JSC is closed (CJSC). The number of its participants is clearly limited by law (no more than 50 participants).

Organizational and legal form. LLC or limited liability company

The most common form of enterprise for small businesses, both in domestic and foreign practice, is an LLC - a limited liability company. This form of organization is designed primarily for small businesses, since the minimum allowable amount of authorized capital here is small and amounts to at least one hundred times the minimum wage per month. The maximum number of participants is also 50. LLCs with more than 50 members can be reorganized into a joint stock company or a cooperative. Information about the composition of participants is reflected in the constituent agreement and is open to other persons.

The constituent documents of an LLC include: charter and memorandum of association. In essence, they differ, and the charter is broader than the contract. When there are inconsistencies in the provisions of the charter and the agreement, the charter takes precedence. When an increase in the authorized capital occurs, it is recorded only in the constituent documents. The amount of increase in the authorized capital is not taxable. Possible transfer by the parent company to a subsidiary Money and other property, as a contribution, not subject to taxes either on the part of the transferor or on the part of the receiver. The number of votes of each participant is determined in proportion to its share in the authorized capital.

Each participant can be assigned maximum size share, which cannot be exceeded during purchase and sale. If a participant sells his share, general composition participants does not change. Unless otherwise specified in the charter, it is possible to transfer your share in favor of third parties.

The company itself does not have the right to acquire shares in its authorized capital (this is provided for in the joint-stock company), except for the following cases:

• when the charter of the LLC prohibits the assignment of shares to third parties;
• when there is no consent of the LLC participants for assignment to third parties.

With the consent of the participant, his share can be paid in kind, and this payment must be made within a year from the date of transfer of the share to the company. Participants have the right to leave the society at any time convenient for them.

From the day the LLC participant submits an application to withdraw, his share is transferred to the company, and the company, in turn, undertakes to reimburse him for its actual value. The law does not provide for settlement with debt obligations and bills. The owners of the LLC determine the procedure for redistributing profits. The company has the right to distribute profits between its participants once a quarter, every six months or once a year. Shares of the authorized capital in an LLC are subject to inheritance, however, the charter may determine that an heir can become a participant in the LLC only with the consent of the remaining founders.

The same applies to the liquidation of legal entities participating in the LLC (their share becomes the asset of the remaining participants of the LLC). Decisions on amendments to the constituent agreement and on registration/liquidation are made only unanimously at the general meeting of participants. The general meeting of participants is supreme body LLC management. If necessary, a board of directors is created. Direct management is exercised by the executive body (president, general director). An audit commission must be created. The functions of the auditor may be assigned to independent auditors.

Organizational and legal form. Production cooperative

To engage in entrepreneurial activities, entrepreneurs can unite into production cooperatives, which are also commercial organizations and operate on the basis of a charter.

The corporate name of such cooperatives contains the words “artel” or “production cooperative.” The number of participants should not be less than five people.

The participants of the joint-stock company enter into a constituent agreement among themselves, after which they approve the charter of the joint-stock company, which is the main constituent document. The formation of the authorized capital is based on the nominal value of the shares and determines the minimum value of the JSC’s property, which ensures the interests of its creditors. The amount of net assets at the end of the next financial year should not be less than the authorized capital.

An increase in the authorized capital can be made through the issue (issue) of new JSC securities - shares, or by increasing the par value of issued shares. In the total authorized capital, the share of preferred shares should not be more than 25%. Preferred shares include securities having a fixed dividend, securities whose owners enjoy privileges in contrast to the owners of ordinary shares.

These privileges are expressed:

• in receiving a much larger part of the JSC’s property upon its liquidation;
• in receiving dividends of a fixed amount (or not lower than the agreed amount);
• in the repurchase of these shares by their issuer on preferential terms.

However, holders of such shares, as a rule, do not have voting rights at general meetings of shareholders.

The organizational and legal form of an enterprise affects its legal status and the nature of property relations. Most often, entrepreneurs choose LLC or individual entrepreneur. However, the law provides for other options.

The concept of OPF, the main features and principles of classification

The organizational and legal form of an enterprise (OLF) is a form established by law that determines different kinds activities: entrepreneurial, economic, etc. It records the property relations of the enterprise, the goals of its activities and legal status. The main points on regulating organizational and legal issues are contained in Chapter 4 of the first part of the Civil Code of the Russian Federation. In addition to the Civil Code, OKOPF, the all-Russian OPF classifier, participates in the classification of organizations.

To distinguish between types of organizational and legal forms, three basic criteria are distinguished:

1. Goals. When classifying by purpose, two main questions are resolved: whether the association pursues profit as its main goal or not.
2. Forms of property management on the balance sheet of an enterprise.
3. Composition, rights and obligations of the founders.

Classification of organizational and legal forms can also be carried out according to the status of a legal entity:

1. There is a legal entity. For example, these are companies in the form of LLC, JSC, and other options.
2. Without legal entity status: individual entrepreneur, branch, etc.

Based on property relations, companies are classified in accordance with Part 1 of Art. 65.1 Civil Code:

1. Corporate organizations. Members of the corporation have the right to participate in it and the right to form the highest governing body. The majority of public benefit organizations, including non-profit associations, belong to corporations.
2. Unitary organizations. Participation in the formation of unitary enterprises does not provide the founders with membership in them, without providing any membership rights. The majority of this category consists of municipal unitary enterprises created on the initiative of the municipality or local authorities of the constituent entities of the Russian Federation. A typical image of a unitary enterprise is MUP Vodokanal.

Types of organizational and legal forms of legal entities, their brief characteristics

In Art. 50 of the Civil Code of the Russian Federation establishes two main types of organizational and legal forms:

1. Commercial associations. The main goal of such enterprises is to make profit from the company's activities. For example, OJSC Gazprom or CJSC Tander.
2. Non-profit companies. Activities not related to making a profit are fixed as the main goal of the Tax Code. When income is received, it is distributed for the statutory purposes of the Tax Code. For example, various funds that distribute profits to charitable projects. Entrepreneurial activity is possible if it meets the stated goals of the Tax Code.

Most often, the organizational and legal form for a new enterprise is chosen for conducting commercial activities - let’s take a closer look at what it is. In the Russian Federation, there are 6 types of commercial organizations formed with the creation of a legal entity.

Business partnerships

Business partnerships are commercial associations with an authorized capital divided into shares of participants. The activity is regulated by Art. 66-86 Civil Code of the Russian Federation. The property of the partnership belongs to its members by right of ownership. The scope of rights of each member is calculated in proportion to its share in the authorized capital. The scope of powers changes according to the provisions of the agreement or charter.

Articles 69, 82 of the Civil Code of the Russian Federation establish the existence of business partnerships of 2 types: general partnerships and partnerships based on faith. The main difference is the degree of responsibility of the participants. In a general partnership, liability extends to all the property of the members. In a partnership of faith, there is a different principle - responsibility extends only to the contributions of the participants.

Limited Liability Companies

A limited liability company (LLC) is a business entity in which both an individual and a company have the right to form. The authorized capital is divided among the members of the LLC by shares. Participants are not liable for the obligations of the LLC; they are liable only to the extent of the value of their shares. Bankruptcy of an LLC gives rise to subsidiary liability of the participants. The main issues of regulating the activities of LLCs are enshrined in the Federal Law “On Limited Liability Companies”, as well as in Art. 87-94 Civil Code. Until 2014, there were also ALCs in Russia – additional liability companies. For ALCs created before changes in legislation, the rules of Chapter. 4 Civil Code of the Russian Federation.

Joint stock companies

A joint stock company is a type of business company that has an authorized capital. It is divided into a specific number of shares. The liability of JSC members is determined by the number of shares held by the participant. The activities of the JSC are regulated by the Civil Code of the Russian Federation and the Federal Law “On Joint Stock Companies”.

Since 2014, the type of joint-stock company in Russia has changed. Previously, JSCs were divided into closed and open, but since 2014 they have been divided into public and non-public:

1. Public joint-stock companies. The public form of a JSC gives shareholders the right to transfer their own shares to third parties not related to the PJSC. It is mandatory for PJSC to place shares and securities in the public domain. One of the main conditions is an unlimited number of possible shareholders.
2. Non-public joint-stock companies. Unlike PJSC, non-public shares are distributed among the founders or a certain circle of persons. A non-public JSC is not required to publish its financial statements in the public domain. Participants in a non-public JSC have a pre-emptive right to purchase shares of the JSC.

Producer cooperatives

Production cooperative - commercial organization, formed by uniting citizens. Membership is determined by the personal participation of each member and the pooling of existing shares. The participation of legal entities in cooperative matters is regulated by the charter. The number of members should not exceed 5 members.

Peasant farms

Peasant (farm) enterprise (peasant farm) is an association created by citizens for economic or production activities. The property of the peasant farm is jointly owned by all members and belongs to them by right of ownership. All its members have the right to manage a peasant farm. The head of a peasant farm, after passing the state registration of the association, is considered an individual entrepreneur. The activities of peasant farms are regulated by Art. 86.1 Civil Code and Federal Law “On peasant (farm) farming”.

Business partnerships

A business partnership is a commercial organization formed by several participants. Its members participate in the management of a business partnership, and third parties may also participate. Participation in management issues of third parties is determined by the internal agreement of the partnership.

How to choose the right OPF for your company

Important points for choosing a legal form:

1. Will the enterprise require financing from third parties, or investment only from the owner’s funds? If there is a need for third-party investments, consider the option of an LLC or one of the JSC forms.
2. Will participation be required? additional specialists(accountant, lawyer, etc.) and hired workers? If you expect a minimum number of employees and simple reporting, choose an individual entrepreneur.
3. Is profit expected? If the company does not aim to make a profit from its activities, it is necessary to choose a legal form from non-profit organizations.
4. What is the expected monthly and annual turnover?
5. Are you planning to sell the business? Please note that according to the law, individual entrepreneurs cannot be sold. Only sale of individual entrepreneur’s property and products is possible intellectual property: logo, slogan, etc.
6. Which payment method will be preferable: cash or non-cash?

The most popular commercial legal form is LLC. As of January 1, 2018, 3,240,219 LLCs were officially registered in Russia, while total number Russian commercial organizations amounted to 3,287,615.

For small businesses, most businessmen prefer LLC or individual entrepreneur. It is easier to create an individual entrepreneur, and the status of an individual entrepreneur makes it possible to avoid complex reporting, providing more freedom in money circulation. Opening an LLC will require authorized capital and a more complex registration procedure, but LLC status gives more freedom in property relations.

1. LECTURES ON THE TOPIC “ENTERPRISE IN A MARKET ECONOMY”

2. Organizational and legal forms of enterprises

The system of organizational and legal forms of economic activity used today in Russia, introduced mainly, includes 2 forms of entrepreneurship without the formation of a legal entity, 7 types of commercial organizations and 7 types of non-profit organizations.

Entrepreneurial activity without forming a legal entity can be carried out in the Russian Federation by individual citizens ( individual entrepreneurs), and within the framework of a simple partnership - an agreement on joint activities individual entrepreneurs or commercial organizations. The most significant features of a simple partnership include the joint liability of the participants for all general obligations. Profit is distributed in proportion to the contributions made by participants (unless otherwise provided by the contract or other agreement), which include not only tangible and intangible assets, but also inseparable personal qualities participants.

Fig. 1.1.Organizational and legal forms of entrepreneurship in Russia

Legal entities are divided into commercial and non-profit.

Commercial are organizations that pursue profit as the main goal of their activities. According to the Civil Code of the Russian Federation, these include business partnerships and societies, production cooperatives, state and municipal unitary enterprises, this list is exhaustive.

Non-profit are considered organizations for which making profit is not the main goal and do not distribute it among participants. These include consumer cooperatives, public and religious organizations, non-profit partnerships, foundations, institutions, autonomous non-profit organizations, associations and unions, etc.

Let's take a closer look at commercial organizations.

1. Partnership .

A partnership is an association of persons created to carry out entrepreneurial activities. Partnerships are created when 2 or more partners decide to participate in the organization of the enterprise. An important advantage of a partnership is the ability to attract additional capital. In addition, the presence of several owners allows for specialization within the enterprise based on the knowledge and skills of each of the partners.

The disadvantages of this organizational and legal form are:

a) each participant bears equal financial responsibility regardless of the size of his contribution;

b) the actions of one of the partners are binding on all others, even if they do not agree with these actions.

There are two types of partnerships: full and limited.

General partnership - this is a partnership whose participants (general partners), in accordance with the agreement, engage in entrepreneurial activities on behalf of the partnership and jointly and severally bear subsidiary liability for its obligations.

Share capital is formed as a result of the founders of the partnership making their contributions. The ratio of participants' contributions determines, as a rule, the distribution of profits and losses of the partnership, as well as the rights of participants to receive part of the property or its value upon leaving the partnership.

A general partnership does not have a charter; it is created and operates on the basis of a constituent agreement signed by all participants. The agreement provides information mandatory for any legal entity (name, location, procedure for joint activities of participants to create a partnership, conditions for the transfer of property to it and participation in its activities, procedure for managing its activities, conditions and procedure for distributing profits and losses between participants, procedure for the withdrawal of participants from its composition), as well as the size and composition of the share capital; the size and procedure for changing the shares of participants in the share capital; size, composition, terms and procedure for making deposits; liability of participants for violation of obligations to make contributions.

Simultaneous participation in more than one general partnership is prohibited. A participant does not have the right, without the consent of the other participants, to carry out transactions on his own behalf that are similar to those that constitute the subject of the partnership’s activities. By the time of registration of the partnership, each participant is obliged to make at least half of his contribution to the share capital (the rest is paid within the time limits established by the constituent agreement). In addition, each partner must participate in its activities in accordance with the memorandum of association.

Managing the activities of a general partnership carried out by common consent of all participants; each participant, as a rule, has one vote (the constituent agreement may provide for a different procedure, as well as the possibility of making decisions by a majority vote). Each participant has the right to familiarize himself with all documentation of the partnership, and also (unless the agreement establishes a different way of conducting business) to act on behalf of the partnership.

A participant has the right to leave a partnership established without specifying a period by declaring his intention at least 6 months in advance; If a partnership is created for a certain period, then refusal to participate in it is allowed only for a good reason. However, it is possible to exclude judicial procedure any of the participants by unanimous decision of the remaining participants. The withdrawing participant, as a rule, is paid the value of part of the partnership’s property, corresponding to his share in the share capital. The shares of the participants are inherited and transferred by succession, but the entry of the heir (legal successor) into the partnership is carried out only with the consent of the other participants.

Due to the extremely strong interdependence of a general partnership and its partners, a number of events affecting the participants can lead to the dissolution of the partnership. For example, participant exit; death of a participant - an individual or liquidation of a participant - a legal entity; a creditor's application by one of the participants to foreclose on part of the partnership's property; opening of reorganization procedures against a participant by court decision; declaring the participant bankrupt. However, if this is provided for in the memorandum of association or agreement of the remaining participants, the partnership may continue its activities.

A general partnership can be liquidated by decision of its participants, by a court decision in case of violation of legal requirements and in accordance with the bankruptcy procedure. The basis for liquidation of a general partnership is also a reduction in the number of its participants to one (within 6 months from the date of such reduction, this participant has the right to transform the partnership into a business company).

Limited partnership (fellowship of faith) – differs from a full partnership in that, along with general partners, it includes participants-contributors (limited partners), who bear the risk of losses in connection with the activities of the partnership within the limits of the amounts of contributions made by them.

The Civil Code of the Russian Federation prohibits any person from being a general partner in more than one limited or full partnership. The constituent agreement is signed by the general partners and contains all the same information as in the general partnership, as well as data on the total amount of contributions of the limited partners. Limited partners do not have the right to interfere in any way with the actions of their general partners in managing and conducting the affairs of the partnership, although they can act on its behalf by proxy.

The limited partner’s only obligation is to contribute to the share capital. This provides him with the right to receive a portion of the profit corresponding to his share in the share capital, as well as to familiarize himself with the annual reports and balances. Limited partners have an almost unlimited right to withdraw from the partnership and receive a share. They may, regardless of the consent of other participants, transfer their share in the share capital or part thereof to another limited partner or a third party, and the participants of the partnership have a pre-emptive right to purchase. In the event of liquidation of a partnership, limited partners receive their contributions from the property remaining after satisfaction of the creditors' claims, in the first place (full partners participate in the distribution of only the property remaining after this, in proportion to their shares in the joint capital on an equal basis with investors).

2. Society.

There are 3 types of companies: limited liability companies, additional liability companies and joint stock companies.

Limited Liability Company (LLC) – this is a company whose authorized capital is divided into shares determined by the constituent documents; LLC participants are not liable for its obligations and bear the risk of losses associated with its activities, within the limits of the value of their contributions.

Fixed for companies minimum size property guaranteeing the interests of their creditors. If at the end of the second or any subsequent financial year the value of the LLC’s net assets is lower than the authorized capital, the company is obliged to announce a decrease in the latter; if the specified value becomes less than the minimum specified by law, then the company is subject to liquidation. Thus, the authorized capital forms the lower permissible limit of the company’s net assets, which provide a guarantee for the interests of its creditors.

There may be no constituent agreement at all (if the company has one founder), but the charter is mandatory. The authorized capital of an LLC, consisting of the value of the contributions of its participants, must, according to the Law of the Russian Federation “On Limited Liability Companies,” be at least 100 times the minimum wage. By the time of registration, the authorized capital must be paid in at least half, the remaining part must be paid during the first year of the company's activity.

The supreme body of the LLC is the general meeting of its participants (in addition, an executive body is created that carries out the current management of its activities). The Civil Code of the Russian Federation includes the following issues within its exclusive competence:

Changing the charter, including changing the size of the authorized capital;

Education executive bodies And early termination their powers:

Approval of annual reports and balances, distribution of profits and losses;

Election of the audit commission;

Reorganization and liquidation of the company.

An LLC member can sell his or her interest (or a portion thereof) to one or more members. It is also possible to alienate a share or part thereof to third parties, unless this is prohibited by the charter. The participants of this company have a pre-emptive right to purchase (usually in proportion to the size of their shares) and can exercise it within 1 month (or another period established by the participants). If the participants refuse to purchase a share, and the charter prohibits the sale of it to third parties, then the company is obliged to pay the participant its value or give him property corresponding to its value. In the latter case, the company must then either sell this share (to participants or third parties) or reduce its authorized capital.

A participant has the right to leave the society at any time, regardless of the consent of other participants. At the same time, he is paid the value of a part of the property corresponding to his share in the authorized capital. Shares in the authorized capital of an LLC can be transferred by inheritance or succession.

Reorganization or liquidation of an LLC is carried out either by decision of its participants (unanimous), or by a court decision in case of violation of legal requirements by the company, or due to bankruptcy.

Companies with additional liability. Participants in a company with additional liability are liable with all their property.

Joint stock companies. A joint-stock company is a company whose authorized capital is divided into a certain number of shares, and its participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the shares they own.

Open JSC a company is recognized whose participants can alienate their shares without the consent of other shareholders. IN closed joint-stock company there is no such possibility and the shares are distributed among its founders or other predetermined circle of persons.

The instrument for ensuring property guarantees in relations with a joint stock company is the authorized capital. It is made up of the nominal value of shares acquired by participants and determines the minimum amount of JSC property that guarantees the interests of its creditors. If at the end of any financial year, starting from the second, the value of the net assets of the joint-stock company is less than the authorized capital, the latter must be reduced by the appropriate amount. Moreover, if the specified value becomes less than the minimum allowable amount of the authorized capital, such a company is subject to liquidation.

Contributions to the property of a joint-stock company can be money, securities, other things or property rights, or other rights that have a monetary value. Moreover, in cases provided for by law, the assessment of participants’ contributions is subject to independent expert verification. The minimum authorized capital of a JSC is 1000 times the minimum monthly wage (as of the date of submission of constituent documents for registration).

JSCs can only issue registered shares.

A board of directors (supervisory board) is created in a JSC that includes more than 50 participants. In a JSC with a smaller number, such a body is created at the discretion of the shareholders. The Board of Directors has not only control, but also administrative functions, being the highest body of the company in the period between general meetings of shareholders. His competence includes resolving all issues of the JSC’s activities, except those that fall within the exclusive competence general meeting.

3. Production cooperative .

A production cooperative is a voluntary association of citizens on the basis of membership for joint economic activities based on their personal participation and the pooling of property shares.

The property transferred as share contributions becomes the property of the cooperative, and part of it can form indivisible funds - after which the assets can decrease or increase without being reflected in the charter and without notifying creditors. Naturally, such uncertainty (for the latter) is compensated by the subsidiary liability of the members of the cooperative for its obligations, the amount and conditions of which must be established by law and the charter.

Among the features of management in a production cooperative, it is worth noting the principle of voting at the general meeting of participants, which is the highest governing body: each participant has one vote, regardless of any circumstances. The executive bodies are the board or the chairman, or both; if the number of participants is more than 50, a supervisory board can be created to monitor the activities of the executive bodies. Issues within the exclusive competence of the general meeting include, in particular, the distribution of profits and losses of the cooperative. Profits are distributed among its members in accordance with their labor participation in the same way as property in the event of its liquidation, remaining after satisfying the claims of creditors (this procedure can be changed by law and the charter).

A participant in a cooperative can leave it voluntarily at any time; At the same time, the possibility of expelling a participant by decision of the general meeting is provided. The former participant has the right to receive, after approval of the annual balance sheet, the value of his share or the property corresponding to the share. Transfer of a share is allowed to third parties only with the consent of the cooperative, and other members of the cooperative have in this case a pre-emptive right to purchase; the organization, in the event of other participants refusing to purchase (with a ban on its sale to third parties), is not obliged to redeem this share itself. Similar to the procedure established for an LLC, the issue of inheriting a share is also resolved. The procedure for foreclosure on a participant's share for his own debts - such recovery is allowed only if there is a shortage of other property of this participant, but it cannot be applied to indivisible funds.

Liquidation of a cooperative is carried out on traditional grounds: a decision of a general meeting or a court decision, including due to bankruptcy.

The initial contribution of a cooperative participant is set at 10% of his share contribution, the rest is paid in accordance with the charter, and in the event of bankruptcy, limited or unlimited additional payments may be required (also in accordance with the charter).

Cooperatives may carry out business activities only insofar as they serve the purposes for which they were created and are consistent with these purposes.

4.State and municipal unitary enterprises.

To state and municipal unitary enterprises(UP) include enterprises that are not vested with the right of ownership to the property assigned to them by the owner. This property is located in the state (federal or federal subjects) or municipal property and is indivisible. There are two types of unitary enterprises:

1) based on the right of economic management (they have greater economic independence, in many ways they act like ordinary commodity producers, and the owner of the property, as a rule, is not responsible for the obligations of such an enterprise);

2) based on the right of operational management (state-owned enterprises); In many ways they resemble enterprises in a planned economy; the state bears subsidiary liability for their obligations if their property is insufficient.

The charter of a unitary enterprise is approved by the authorized state (municipal) body and contains:

· name of the enterprise indicating the owner (for a state-owned one - indicating that it is state-owned) and location;

· procedure for managing activities, subject and goals of activities;
· size of the authorized capital, procedure and sources of its formation.

The authorized capital of a unitary enterprise is fully paid by the owner before state registration. The size of the authorized capital is not less than 1000 times the minimum monthly wage as of the date of submission of documents for registration. If the net asset value at the end of the financial year smaller size authorized capital, then the authorized body is obliged to reduce the authorized capital, of which the enterprise notifies creditors. A unitary enterprise can create subsidiary unitary enterprises by transferring part of the property to them for economic management.

Previous

There is a question that sometimes baffles company owners. This is the legal form of the company. Although, in a good way, there is nothing complicated in OPF.

What is OPF

The organizational and legal form (OLF), or as it is sometimes called, the “form of doing business,” is a method of ownership and use of property (for some, disposal) established by the legislation of the country, and, based on this, the purpose of creating and conducting business.

Since legal entities can be divided into commercial and non-commercial, the purposes here may differ as follows:

• Making a profit - for commercial;
• Public Interest, education, enlightenment, etc. - for non-profits.

Commercial legal entities, in turn, are divided into:

• Business partnerships and societies - with the right to own, use and dispose of property;
• Unitary enterprises - with the right of economic management or operational management of property. They cannot manage it.

Let's look at it with an example. The most common case of commercial legal. persons - LLC, or limited liability company:

• Society is a type of commercial organization, namely a business entity.
• Limited liability means that the company is liable for its obligations within the limits of its property and authorized capital. True, no one has canceled the subsidiary liability of its controlling persons.

Types of organizational and legal forms

It’s easier to summarize everything in a table here:

Commercial organizations
Partnerships	General partnerships
	Partnerships of faith
Business societies	Limited Liability Companies
	Non-public joint stock companies
	Public joint stock companies
Unitary enterprises	Unitary enterprises based on the right of economic management
	Unitary enterprises based on the right of operational management
Others	Producer cooperatives
	Peasant (farm) enterprises (from January 1, 2010)
	Business partnerships
Non-profit organizations
Consumer cooperatives
Public associations	Public organizations
	Social movements
	Public amateur bodies
Political parties
Funds	Charitable foundations
	Public funds
Institutions	Federal government agency
	Federal state autonomous institution
	Federal state budgetary institution
State corporations
Nonprofit partnerships
Autonomous non-profit organizations
Communities of indigenous peoples
Cossack societies
Associations of legal entities (associations and unions)
Peasant (farm) associations
Territorial public self-governments
Property Owners Associations
Gardening, gardening or dacha non-profit partnerships
Religious organizations
Legal entities	Law Office
	Law office
	Lawyer's office
	Law firm
	Law Firm
Notary offices	State notary offices
	Private notary offices
Without forming a legal entity
Mutual funds
Simple partnerships
Individual entrepreneurs

3.3. Organizational and legal forms of enterprises in the Russian Federation

Organizational and legal form is a form of organization of entrepreneurial activity, enshrined in a legal manner. It determines responsibility for obligations, the right to transactions on behalf of the enterprise, the management structure and other features of the economic activities of enterprises. The system of organizational and legal forms used in Russia is reflected in the Civil Code of the Russian Federation, as well as in those arising from it regulations. It includes two forms of entrepreneurship without the formation of a legal entity, seven types of commercial organizations and seven types of non-profit organizations.

Let us consider in more detail the organizational and legal forms of legal entities that are commercial organizations. Entity- an organization that has separate property in ownership, economic management and operational management, is liable for its obligations with this property and can, in its own name, acquire and exercise property rights and bear obligations.

Commercial are organizations that pursue profit as the main goal of their activities.

Economic partnership is an association of persons directly involved in the activities of the partnership, with the share capital divided into shares of the founders. The founders of a partnership can be participants in only one partnership.

Full A partnership is recognized, the participants of which (general partners) are engaged in entrepreneurial activities on behalf of the partnership. If there is insufficient property of the partnership to pay off its debts, creditors have the right to demand satisfaction of claims from the personal property of any of its participants. Therefore, the activities of the partnership are based on personal trust relationships of all participants, the loss of which entails the termination of the activities of the partnership. The profits and losses of the partnership are distributed among its participants in proportion to their shares in the share capital.

Partnership of Faith(limited partnership) is a type of general partnership, an intermediate form between a general partnership and a limited liability company. It consists of two categories of participants:

General partners carry out entrepreneurial activities on behalf of the partnership and bear full and joint liability for obligations with all their property;

Investors make contributions to the property of the partnership and bear the risk of losses associated with the activities of the partnership to the extent of the amounts of contributions to the property.

Economical society Unlike a partnership, it is an association of capital. The founders are not required to directly participate in the affairs of the company; members of the company can simultaneously participate with property contributions in several companies.

Limited Liability Company (LLC) – an organization created by agreement between legal entities and citizens by combining their contributions for the purpose of carrying out economic activities. Mandatory personal participation of members in the affairs of the LLC is not required. Participants in an LLC are not liable for its obligations and bear the risk of losses associated with the activities of the LLC to the extent of the value of their contributions. The number of LLC participants should not be ^1 there are more than 50.

Additional liability company (ALC) – is a type of LLC, so it is subject to all general rules OOO. The peculiarity of an ALC is that if the property of a given company is insufficient to satisfy the claims of its creditors, the participants of the company can be held property liable, and jointly and severally with each other.

Joint Stock Company (JSC)– a commercial organization whose authorized capital is divided into a certain number of shares; The participants of the joint-stock company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own. Open Joint Stock Company (OJSC)- a company whose participants can alienate their shares without the consent of other members of the company. Such a company has the right to conduct an open subscription for shares issued by it in cases established by the Charter. Closed Joint Stock Company (CJSC)– a company whose shares are distributed only among its founders or other specified circle of persons. A closed joint stock company does not have the right to conduct an open subscription for its shares or otherwise offer them to an unlimited number of persons.

Production cooperative (artel) (PC)– a voluntary association of citizens for joint activities, based on their personal labor or other participation and the association of its members with property shares. The profit of the cooperative is distributed among its members in accordance with their labor participation, unless a different procedure is provided for by the charter of the PC.

Unitary enterprise- a commercial organization that is not vested with the right of ownership of the property assigned to it. Property is indivisible and cannot be distributed among deposits (shares, shares), including between employees of the enterprise. It is respectively in state or municipal ownership and is assigned to a unitary enterprise only for a limited period. property law(economic management or operational management).

Unitary enterprise on the right of economic management- an enterprise that is created by decision government agency or organ local government. Property transferred unitary enterprise, is credited to its balance sheet, and the owner does not have rights of ownership and use in relation to this property.

Unitary enterprise with the right of operational management is a federal government enterprise that is created by decision of the Government of the Russian Federation on the basis of property that is federally owned. State-owned enterprises do not have the right to dispose of movable and real estate without special permission from the owner. The Russian Federation is responsible for the obligations of a state-owned enterprise.

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