Basic organizational and legal forms of organizations in the Russian Federation. Organizational and legal forms

Main organizational legal forms enterprises

Based on the Civil Code of the Russian Federation (Civil Code of the Russian Federation), it is envisaged to create a wide range of commercial organizations, most of which are economic. The main organizational and legal forms of business entities that are legal entities, are presented in the figure:

Commercial organizations. Business partnerships and companies are commercial organizations with an authorized capital divided into shares (contributions) of its participants. Business partnerships can be organized in the form of a general partnership or limited partnership; business entities in the form of a joint stock company; JSC in the form of a limited or additional liability company (LLC or ADO).

General partnership- participants (general partners), in accordance with the agreement concluded between them, engage in entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them. Limited partnership - along with the participants (general partners) who carry out business activities on behalf of the partnership and are liable for obligations with their property, there are also participants-investors (limited partners) who bear the risk of losses associated with the activities of the partnership within the limits of the amounts contributed their contributions and do not take part in the entrepreneurial activities of the partnership. Limited liability company is a company established by one or more persons, authorized capital which, in accordance with the constituent documents, is divided into shares of certain sizes: the participants of such a company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the contributions made by them.

Additional liability company- a company founded by one or several persons, the authorized capital of which, in accordance with the constituent documents, is divided into shares of certain sizes; Participants of such a company bear joint liability for its obligations with their property in an amount that is a multiple of the value of their contributions, determined by the constituent documents of the company.

Joint-Stock Company- authorized capital, which is divided into a certain number of shares; Participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own:

· open joint-stock company - a company whose participants can alienate their shares without the consent of other shareholders;

· closed joint-stock company - a company whose shares are distributed only among the founders or another predetermined circle of persons.

Subsidiaries and dependent companies, a business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of a predominant participation in the authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine decisions. The subsidiary is not liable for the debts of the parent company (partnership). A business company is recognized as dependent if another participating business company or partnership has more than 20% of voting shares or more than 20% of the authorized capital.

Production cooperative (artel)- a voluntary association of citizens for joint production or economic activity based on their personal labor or other participation and the pooling of their property shares. The property is divided into shares according to the charter of the cooperative; the cooperative does not have the right to issue shares; profits are distributed in accordance with labor participation; The property remaining after the liquidation of the cooperative is distributed in the same manner.

State and municipal unitary enterprises- only state or municipal enterprises can be created in the form of unitary enterprises. The property of an enterprise is, respectively, in state or municipal ownership and belongs to the enterprise on the basis of economic management rights or operational management. A unitary enterprise is liable for its obligations with all its property. Non-profit organizations. Consumer cooperative. A consumer cooperative is recognized as a voluntary association of citizens and legal entities on the basis of membership in order to satisfy the material and other needs of the participants, carried out through the pooling of property share contributions by its members. Members of a consumer cooperative are jointly and severally liable for its obligations.

Public and religious organizations(associations). Public and religious organizations are recognized as voluntary associations of citizens who, in accordance with the procedure established by law, have united on the basis of common interests to satisfy spiritual or other non-material needs.

Public and religious organizations are non-profit organizations. People have the right to carry out entrepreneurial activities only to achieve the goals for which they were created, and in accordance with these goals.

Funds. Non-profit organizations established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially beneficial goals. The property transferred to the foundation by its founders is the property of the foundation. The founders are not liable for the obligations of the fund they created, and the fund is not liable for the obligations of its founders.

Institutions. An institution is an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature and financed by him in whole or in part. The institution is responsible for its obligations with the funds at its disposal. If they are insufficient, the owner of the relevant property bears subsidiary liability for his obligations.

Associations and unions. This non-profit organizations, which are created by commercial organizations for the purpose of coordinating, representing and protecting common property interests. Members of associations and unions retain their independence and rights as a legal entity. The association and union are not responsible for the obligations of their members. Members of an association (union) bear subsidiary liability for its obligations in the amount and manner provided for by the constituent documents of the association.

In order to navigate well in the constantly changing business environment, it is extremely important to have a good knowledge of the basic organizational and legal forms, their advantages and disadvantages. Right choice the organizational and legal form largely ensures the stability of the organization when interacting with the external environment.

Basic organizational and legal forms of enterprises - concept and types. Classification and features of the category "Main organizational and legal forms of enterprises" 2017, 2018.

A legal entity is a legal entity that has its own property, legal address, seal and is capable of answering for its actions in court. Currently, there are various organizational and legal forms of business entities.

IN general view One can note the division into commercial and non-commercial forms. The former function with the aim of making a profit in the future, and the latter, in the course of their activities, realize social programs. Organizational and legal forms commercial enterprises are of the greatest interest, since they are the ones who ensure expanded reproduction. So, they distinguish:

1. Limited and additional liability companies.
2. Joint stock companies.
3. Partnerships.
4. Production cooperatives.
5. Unitary enterprises.

The essence of any company is that its authorized capital contains components or shares that were contributed by different persons in the form of shares. A limited liability company, or LLC, is attractive to investors because the repayment of obligations to counterparties and creditors is carried out strictly within the limits of available funds, that is, the personal property of investors is untouchable. Thus, investors risk only the amount within the deposit. is assigned additional responsibility to members of the society. In the event of liquidation of the enterprise, the amount of debt is divided among all investors in proportion to the amount of contributions. Moreover, the personal property of investors is also subject to recovery if there is a lack of assets at the disposal of the company.

Solution critical issues in society is carried out by convening a meeting where each member has the right to vote. The procedure for leaving the organization depends on the pre-approved founding policy. By agreement of the majority of the council members, the company's charter may contain the following note:

On the impossibility of resale or transfer of your share to third parties;

On the requirement for the written consent of all investors to sell their shares or freely withdraw from the company.

There are also such organizational and legal forms as They are characterized not just by the share contribution of funds, but also by the calculation of shares issued by the founders. That is, the authorized capital of the company consists of a certain number of issued shares of an established par value. These organizational and legal forms of business are of closed and open type. Representatives of the second type allow their shareholders to sell or give their shares to third parties freely. The closed joint-stock company establishes a certain circle of shareholders in advance, and the alienation of shares is not provided for.

The next organizational and legal form of a legal entity is a partnership. These are enterprises that consist of individual shares distributed among the founders. Partnership can be full and based on faith. Participants of a full-type company have all the rights of a legal entity:

• lead entrepreneurial activity;
• may be defendants in court;
• are liable for the company's obligations with personal property.

A limited partnership includes several limited partners. These persons are distinguished by the fact that they are liable for the debts of the company only to the extent of the amounts invested as a share in start-up capital.

By decision of government bodies, a unitary enterprise is formed. His characteristic feature there is no right of ownership of the property. Indeed, the founders can manage the enterprise, make the most important decisions and distribute profits at their own discretion, but all property and start-up capital cannot be divided into parts or shares, since it is in the power of the state.

Often such organizational and legal forms are formed as an association of individuals who strive to achieve common goals. Cooperatives are formed on the basis of share and property contributions of their members. As a rule, they are engaged in production or marketing activities.

The concept of an enterprise, its characteristics

An enterprise is an independently operating entity created (established) in accordance with current legislation to produce products, perform work or provide services in order to meet public needs and make a profit.

After state registration, the enterprise is recognized as a legal entity and can participate in economic turnover. It has the following characteristics:

• the enterprise must have separate property in its ownership, economic management or operational management;
• the enterprise is liable with its property for the obligations that arise in its relations with creditors, including to the budget;
• the enterprise acts in economic transactions on its own behalf and has the right to enter into all types of civil contracts with legal entities and individuals;
• the enterprise has the right to be a plaintiff and defendant in court;
• the enterprise must have an independent balance sheet and promptly submit reports established by government agencies;
• the enterprise must have its own name containing an indication of its organizational and legal form.

Enterprises can be classified according to many criteria:

• according to the purpose of the finished product, enterprises are divided into those producing means of production and those producing consumer goods;
• on the basis of technological commonality, an enterprise with continuous and discrete production processes is distinguished;
• Based on size, enterprises are divided into large, medium and small;
• Based on specialization and scale of production of similar products, enterprises are divided into specialized, diversified and combined.
• by type production process enterprises are divided into enterprises with a single type of production, serial, mass, experimental.
• according to the characteristics of activity they distinguish industrial enterprises, trade, transport and others.
• According to the form of ownership, a distinction is made between private enterprises, collective enterprises, state enterprises, municipal enterprises and joint enterprises (enterprises with foreign investment).

Organizational forms of enterprises

In accordance with the Civil Code of the Russian Federation, the following may be created in Russia: organizational forms commercial enterprises: business partnerships and societies, production cooperatives, state and municipal unitary enterprises.

Business partnerships and societies:

• general partnership;
• limited partnership (limited partnership);
• limited liability company,
• additional liability company;
• Joint-Stock Company(open and closed).

Full partnership. Its participants, in accordance with the agreement concluded between them, are engaged in entrepreneurial activity and are liable for its obligations with the property belonging to them, i.e. Unlimited liability applies to the participants of the general partnership. A participant in a general partnership who is not its founder is liable on an equal basis with other participants for obligations that arose before his entry into the partnership. A participant who has left the partnership is liable for the obligations of the partnership that arose before the moment of his withdrawal, equally with the remaining participants, for two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

Partnership of faith. It is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for the circumstances of the partnership with their property, there are participant-investors (commandists) who bear the risk of losses within the limits of their contributions and do not take part in the implementation of the partnership’s entrepreneurial activity. activities.

Limited Liability Company. This is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. Participants in a limited liability company bear the risk of losses associated with the activities of the company to the extent of the value of their contributions.

Company with additional liability. A special feature of such a company is that its participants bear subsidiary liability for the company’s obligations in the same multiple of the value of their contributions. All other provisions of the Civil Code of the Russian Federation on a limited liability company can be applied to a company with additional liability.

Joint-Stock Company. It recognizes a company whose authorized capital is divided into certain number shares The company's participants are not liable for its obligations and bear the risk of losses associated with the company's activities, within the limits of the value of the shares they own. A joint stock company, the participants of which can freely sell their shares without the consent of other shareholders, is recognized as an open joint stock company. Such a company has the right to conduct an open subscription for the shares they issue and their free sale under the conditions established by law. A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized as a closed joint stock company. Such a company does not have the right to conduct an open subscription for shares issued by it.

Features of the functioning of joint stock companies are as follows:

• they use effective method mobilization of financial resources;
• dispersion of risk, because each shareholder risks losing only the money he spent on purchasing shares;
• participation of shareholders in the management of the company;
• shareholders' right to receive income (dividend);
• additional opportunities for staff incentives.

Production cooperatives. This is a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor or other participation and the association of property shares by its members (participants). Members of a production cooperative bear subsidiary liability for its obligations. The profit of the cooperative is distributed among its members in accordance with their labor participation. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors are distributed in the same manner.

State and municipal unitary enterprises. A unitary enterprise is recognized commercial organization, not endowed with the right of ownership of the property assigned to the owner. The property of a unitary enterprise is indivisible and cannot be distributed by contribution (shares, shares). Including between employees of the enterprise. Only state and municipal enterprises can be created in the form of unitary enterprises.

Unitary enterprises are divided into two categories:

• unitary enterprises based on the right of economic management;
• unitary enterprises based on the right of operational management.

The right of economic management is the right of an enterprise to own, use and dispose of the property of the owner within the limits established by law or other legal acts.

The right of operational management is the right of an enterprise to own, use and dispose of the owner’s property assigned to it within the limits established by law, in accordance with the goals of its activities, the owner’s tasks and the purpose of the property.

The right of economic management is broader than the right of operational management, i.e. An enterprise operating on the basis of the right of economic management has greater independence in management. Enterprises can create various associations.

The procedure for creating and liquidating enterprises

Newly created enterprises are subject to state registration. From the moment of state registration, the enterprise is considered created and acquires the status of a legal entity. For state registration of an enterprise, the founders present the following documents:

• application for registration of an enterprise drawn up in free form and signed
• founders of the enterprise;
• constituent agreement on the establishment of an enterprise;
• the charter of the enterprise approved by the founders;
• documents confirming the deposit of at least 50% of the authorized capital of the enterprise into the account;
• certificate of payment of state duty;
• a document confirming the agreement of the antimonopoly authority to create an enterprise.

The constituent agreement must contain the following information: the name of the enterprise, its location, the procedure for managing its activities, information about the founders, the size of the authorized capital, the share of each founder in the authorized capital, the procedure and method for making contributions by the founders to the authorized capital.

The charter of the enterprise must also contain information: the organizational and legal form of the enterprise, name, location, size of the authorized capital, composition and procedure for distribution of profits, formation of enterprise funds, procedure and conditions for the reorganization and liquidation of the enterprise.

For certain organizational and legal forms of enterprises in constituent documents(the memorandum of association and charter), in addition to those listed, contains other information.

State registration is carried out within three days from the date of submission necessary documents, or within thirty calendar days from the date of postal item specified in the receipt for payment of the constituent documents. State registration of an enterprise may be refused if the submitted documents do not comply with the law. The decision to refuse state registration can be appealed in court.

Termination of an enterprise's activities can be carried out in the following cases:

• by decision of the founders;
• due to the expiration of the period for which the enterprise was created;
• in connection with the achievement of the purpose for which the enterprise was created;
• if the court invalidates the registration of an enterprise due to violations of the law or other legal acts committed during its creation, if these violations are irreparable;
• by a court decision, in case of carrying out activities without proper permission (license) or activities prohibited by law, or with repeated or gross violation of the law or other legal acts;
• in the event that an enterprise is declared insolvent (bankrupt) if it is unable to satisfy the claims of creditors.

An important point when creating and liquidating enterprises is also to inform the Federal Tax Service at the place of registration of the enterprise, as well as providing the tax service with information about the opening or closing of a current account. Interaction with the Federal Tax Service is generally mandatory at any stage of business and you should not forget about it, because There are fines for failure to provide certain information and reports.

Organizationally – production bases product release.

According to Art. 48 of the Civil Code of the Russian Federation, an enterprise as a subject of entrepreneurial activity and an object of management is a legal entity (i.e., an organization with its own property) that has the right to acquire property and personal non-property rights on its own behalf and bear obligations, as well as to be a plaintiff and defendant in court, arbitration and arbitration court.

The enterprise has civil legal capacity and legal capacity. Civil legal capacity has a special nature and is determined in the charter of the enterprise. When transactions are carried out that do not correspond to the purposes specified in the charter, the transactions may be declared invalid with consequences in the form of bilateral restitution (returning the parties to their original state).

In order for an enterprise to participate in civil circulation (including foreign trade), in addition to the ability to have rights and obligations (legal capacity), it must also have the ability to implement them (legal capacity). The implementation of the legal capacity of a legal entity is carried out through bodies acting within the limits of the rights granted to them under the legislation of the Russian Federation. Therefore, the charter or other constituent documents must define the competence of the head of the enterprise in the civil law sphere.

Civil legislation allows an enterprise to create subsidiaries with the right of a legal entity, as well as branches, representative offices, divisions and other separate divisions with the right to open current and current accounts. A subsidiary with the right of a legal entity is an economically separate unit that carries out economic activities independently, at its own expense and at its own risk. A branch, representative office, department of an enterprise are not independent legal entities, but act on the basis and within the framework of a power of attorney received from the corresponding enterprise - a legal entity. The regulations on such a representative office or branch must necessarily reflect the limits of the powers of the representative office (branch) itself and its head, including the procedure for signing contracts with foreign companies.

Liquidation and reorganization (merger, accession, division, separation, transformation) of an enterprise are carried out by decision of the owner of its property or the body authorized to create such enterprises, or by a decision of a court or arbitration.

IN practical activities It is important to distinguish cases of termination of the activities of a legal entity in the form of liquidation or reorganization from cases when the efforts of several legal entities are combined to improve activities, with the partial transfer of a number of rights to the newly created association, but while maintaining their legal personality (concerns, associations, etc.). ). In this case, some powers of the merging legal entities are delegated to the new association, which must be reflected in the constituent documents.

The organizational and legal system of the Russian Federation is determined by the Civil Code of the Russian Federation, which came into force on January 1, 1995, according to which all enterprises, depending on the main purpose of their activities, are divided into non-profit and commercial.

Non-profit enterprises differ from commercial enterprises in that making a profit is not their main goal and they do not distribute it among participants. Examples of such enterprises are various consumer cooperatives, public or religious organizations.

Leading place in a market economy belongs to commercial organizations that are created in the form of:

Business partnerships;

Economic companies;

Production cooperatives;

State and municipal unitary enterprises.

Organizational and legal forms presuppose the difference between enterprises according to forms of ownership, i.e., according to the status of the owner of capital, the method of distribution of profits and losses, the number of participants in a given economic entity, the limits of property liability, sources of property and forms of management.

Business partnerships and companies are recognized as commercial organizations (enterprises) with authorized (share) capital divided into shares (contributions) of the founders.

Partnerships, as a rule, are an association of persons, and societies are an association of capital. The main difference between associations of persons and capital is the degree of responsibility of the founders to creditors.

Business partnerships and companies can be created as general partnerships, limited partnerships and limited liability companies.

A general partnership is distinguished by two main features: the entrepreneurial activity of its participants is considered the activity of the partnership itself, and for its obligations, any of the participants is liable with all their property, including that which was not transferred to the partnership as a contribution. This determines the peculiarities of the legal status of this form of enterprise and its participants.

First of all, a partnership is based on personal trust relationships, since a situation cannot be ruled out when a transaction was concluded on behalf of the partnership by one participant, and another participant will bear property liability for it. Therefore, it is no coincidence that general partnerships appeared and are developing as a form of family entrepreneurship.

In practice Russian entrepreneurship This organizational and legal form is almost never found. It is unpopular among entrepreneurs because it does not establish limits on their liability for the partnership’s debts.

Meanwhile, throughout the world (and before the revolution in Russia), general partnerships are widespread and operate successfully mainly in the field of small and medium-sized businesses. For example, they are organized by doctors, lawyers and other persons providing paid services. Abroad, such partnerships are supported by the state, they are provided with tax benefits, preferential loans, since the guarantee of money return is the unlimited joint liability of partners for the debts of the company.

In our country individual entrepreneurs It is unprofitable to create a legal entity in the form of a general partnership, which does not limit their liability for the obligations of the partnership, and the state does not establish any privileges for them.

A limited partnership, or limited partnership, is distinguished by the fact that it consists of two groups of participants. Some of them carry out entrepreneurial activities on behalf of the entire partnership and at the same time bear additional unlimited liability with their personal property for its obligations. Others do not bear such responsibility, since their contributions become the property of the partnership. They only bear the risk of losing their deposits. Therefore, limited partners are excluded from conducting business in the partnership and retain only the right to receive income on their contributions, as well as to information about the activities of the partnership. A limited partnership is very convenient for those who want to provide a commercial loan at minimal cost. However, for the same reasons as general partnerships, limited partnerships have not become widespread in Russia.

A limited liability company (LLC) and an additional liability company (ALC) are organizational and legal forms of enterprises introduced by the Civil Code of the Russian Federation from 01.01.95 instead of a limited liability partnership (LLP).

A limited liability company is a type of association of capital that does not require the personal participation of its members in the affairs of the company. Characteristic features of this form of enterprise are the division of its authorized capital into shares of participants and the absence of liability of the latter for the debts of the company. The property of the company, including its authorized capital, belongs to it itself as a legal entity and does not form an object of shared ownership of the participants. The participants of the LLC 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 contributions made. An ODO is characterized by the features of an LLC, with the exception of the property liability of the company's participants, which is expanded to the level of liability of a general partnership - the participants jointly and severally bear subsidiary liability for the obligations of the company with their property in the same multiple of the value of their contributions. If one of the participants goes bankrupt, his liability for the company's obligations is distributed among the other participants in proportion to their contributions.

The experience of economic development in our country and abroad testifies to the effectiveness of combining individual capital to create large production joint-stock companies (JSC).

The main difference between a joint-stock company and any other business company is that its authorized capital is divided into a certain number of equal shares, and each of them is expressed as a security - a share. Therefore, shares of the same issue must have the same par value.

Shareholders - holders of shares - are not liable for the obligations of the company, but only bear the risk of losses - loss of value of the shares they own.

The joint stock form not only quickly mobilizes capital and generates a variety of ways to combine it, but it also democratizes the economy and produces significant social results, turning a wide layer of people into co-owners of property who receive the right to manage the activities of the enterprise and participate in the distribution of profits.

The authorized capital of a joint-stock company is made up of the nominal value of the company's shares acquired by shareholders. Its size for open joint-stock companies must be at least a thousand times the amount minimum size wages (minimum wage), and for closed joint-stock companies - no less than one hundred times the minimum wage established by current legislation dated during the period of registration of the enterprise. Changes in the authorized capital are possible, firstly, when the par value of the company's shares changes and, secondly, when additional shares are placed or reduced. The company does not have the right to reduce the authorized capital if, as a result, its size becomes less than the minimum authorized capital of the company.

A joint stock company can be open or closed, which is reflected in its charter. Shareholders of an open joint-stock company (OJSC) may alienate their shares without the consent of other shareholders of this company. The number of shareholders of an OJSC is not limited.

A joint stock company, the shares of which are distributed only among its founders or another predetermined circle of persons, is recognized as a closed joint stock company (CJSC). In accordance with the current legislation of the Russian Federation, the number of shareholders of a CJSC should not exceed 50 people.

Shares of a company can be of two types - ordinary and preferred. The owners of these shares have different rights. Ordinary shares give the shareholder the right to participate in the general meeting of shareholders with voting rights, as well as the right to receive dividends, and in the event of liquidation, the right to receive part of the company's property.

Owners of preferred shares of the company do not have voting rights on general meeting shareholders, but the charter determines the specific amount of the dividend.

An important feature of the current legislation is the possibility of redistributing JSC shares from many small shareholders to slightly larger ones, the so-called “effective owners”, including strategic partners.

Depending on the size of the blocks of shares owned by shareholders, they can be divided into large (more than 10% of shares), medium (from 1 to 10%) and small (up to 1%).

The interests of small shareholders are primarily related not to profitability, but to wages.

Owners of medium-sized shares are objectively interested in profits, but strict tax pressure and restrictions on the payment of dividends in most cases deprive them of hope of receiving dividends.

Large shareholders are, as a rule, wealthy investors, including foreign ones. They are able to participate in the management of joint stock companies and can carry out reforms in the enterprise. Such shareholders are interested not so much in participating in the daily operational management of the joint-stock company, but in monitoring the financial results of its activities.

The Civil Code of the Russian Federation has reintroduced such a form of enterprise as production cooperatives (PCs). They are created on the basis of a voluntary association of citizens for joint production, economic or other activities that do not contradict the legislation of the Russian Federation, based on personal labor or other participation. In a PC, all participants are given equal rights in managing the affairs of the enterprise, regardless of the size of the property contribution.

The property of the PC is formed through monetary and material contributions from its members, income from production activities, redemption of leased fixed assets, as well as from the property of indivisible (target) funds.

A special organizational and legal form is established by the Civil Code of the Russian Federation for state and municipal property, called a unitary enterprise (UP).

A unitary enterprise is a commercial organization that is not vested with the right of ownership of the property assigned to it. The property is transferred to the owners for economic management. It is indivisible and cannot be distributed among deposits (shares), including among employees of the enterprise. A unitary enterprise is established by decision of the bodies authorized to manage the property of the Russian Federation, constituent entities of the Russian Federation and administrative-territorial entities. According to the Civil Code of the Russian Federation, an enterprise must have a name indicating the owner of its property, for example “federal state enterprise”, “regional state enterprise”, “municipal enterprise”.

Unitary enterprises are organized in two forms: based on the right of economic management and operational management or state-owned.

A state-owned enterprise is created by decision of the Government of the Russian Federation. It also approves the charter and makes a decision on its liquidation.

The unstable position of an enterprise - a non-owner in the conditions market economy obviously. It is no coincidence that they are absent from developed countries. market relations. State and municipal enterprises created there usually exist in the form of joint-stock companies or limited liability companies with full or other decisive participation of the state as a founder.

However, given the tradition public consciousness and the realities of the domestic economy, this form is preserved not only for state and municipal enterprises, but also for those enterprises that were created by private individuals and public organizations before the adoption of the Civil Code of the Russian Federation.

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 Civil Code RF, as well as in the consequences 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 another specific 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 pooling of property share contributions by its members. 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 on a limited property right (economic management or operational management).

Unitary enterprise on the right of economic management- an enterprise that is created by decision government agency or local government authority. 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. Russian Federation bears responsibility for the obligations of the state-owned enterprise.