Legal form of an enterprise or organization. Concept and types of legal forms

Russian enterprises can operate in different legal forms Oh. The choice of any of them is predetermined by the most various factors: the desired method of calculating taxes or, for example, the scale of the business and the need to attract additional capital. What are the specifics of legal forms of business in the Russian Federation? What varieties are they available in?

The essence of the legal form

Subjects of legal relations in the Russian Federation may have different statuses and legal forms. This is important for correctly distinguishing the specifics of their activities, as well as applying optimal tax regimes in relation to the income generated (if we are talking about the commercial sphere). The concept of legal form also reflects aspects of the organization's legal responsibility for emerging obligations.

In general, conducting commercial activities in the Russian Federation requires state registration of an enterprise under one of the statuses provided for by law. The legally established legal form of a business is a significant factor for banks making a decision to issue a loan to an enterprise. Likewise, an investor or potential major partner may pay attention to this.

Varieties of legal forms

In Russia, the legal form of entrepreneurial activity can be presented in the form of one of the following main statuses:

• individual entrepreneur;
• limited liability company (LLC);
• joint stock company (JSC);
• public JSC;
• partnership (full, limited);
• production or consumer cooperative;
• peasant farm.

Also, in some cases, it is permissible to conduct business as an individual. However, this tends to be less tax advantageous. Actually, the amount of taxes is one of the factors in choosing one form of business or another. The main legal forms that we have listed above allow, in some cases, to take advantage of significant preferences regarding the payment of taxes.

It may also be noted that some non-prohibited types of business activities can also be carried out by government agencies and non-profit organizations in the status of legal entities. A state-legal form is possible in which the organization conducts commercial activities. For example, this could be the format of unitary enterprises.

But the range of possible business activities open to government agencies and non-profit institutions is often quite narrow. In addition, no special preferences in the field of calculation and payment of taxes have been established for such organizations. Therefore, choosing the optimal form legal activities- the most important task for an entrepreneur. Moreover, there is plenty to choose from. Let us consider the specifics of each of the above statuses in more detail.

IP: features

The main legal provisions for individual entrepreneurs are present in Chapter 23 of the Civil Code of the Russian Federation. It says that Russian citizens have the right to do business without being a legal entity. True, for this you need to go to in the prescribed manner state registration. But the corresponding procedure for individual entrepreneurs will probably look the simplest if we take other types of legal forms of business for comparison. In order to register as an entrepreneur, a citizen needs to collect very few documents and pay a small state fee. Authorized capital is not needed, as well as any other constituent documents. A current account and a seal - attributes characteristic of legal entities - are optional for individual entrepreneurs (although in practice they are often necessary). Reporting to tax and other structures is minimal. An entrepreneur, as a commercial entity, can choose preferential tax regimes that are almost the same as those established for legal entities, i.e. simplified tax system, UTII.

This legal form of doing business does not classify the enterprise as a legal entity. In this regard, the individual entrepreneur is liable for all his obligations as an individual, that is, in full. What do individual entrepreneurs have in common with legal entities? First of all, the right to hire workers, the obligation to formalize for them work books. Entrepreneurs can also invite contractors under civil contracts. The legal form of business under consideration assumes that the citizen will own the business solely. It is impossible to give away or donate a company (its share) in the status of an individual entrepreneur.

One of the disadvantages of the status we are considering is that an entrepreneur needs to pay contributions to the Pension Fund, Social Insurance Fund and Compulsory Medical Insurance Fund, regardless of whether he has income. However, if they are in sufficient quantity, then the corresponding obligations will not be burdensome, since contributions to the funds can be offset as part of the tax under some taxation systems. Even if an entrepreneur works for hire somewhere, and the percentage required by law is transferred from his salary to the Pension Fund, Social Insurance Fund and Compulsory Medical Insurance Fund, then he, one way or another, must fulfill the obligation to pay the corresponding fees for himself. At the same time, the amount of payments to the relevant funds may change every year, as Russian legislative practice shows. The significance of this factor varies greatly from one enterprise to another. For some companies, such volatility of norms is not critical, but for others it plays a role important role in terms of profitability. But for beginning entrepreneurs, of course, such payments can pose some burden.

Partnerships

Partnerships, along with business companies, are legal forms of legal entities designed to give the correct legal status to entrepreneurs operating in the appropriate trust regime. The business is conducted on behalf of the partnership; responsibility for any obligations arising lies with the founders of the organization.

This legal form is classified into two varieties. The first is a general partnership. This type The organization assumes that none of its participants has the right to carry out transactions on their behalf that fall within the competence of the company without coordinating the actions with colleagues. The corresponding powers of the partner are determined by the power of attorney. Responsibility for possible obligations of the company is assumed to be joint and several. The creditor can collect the debt from both the organization and each of its founders.

The second legal form within the category under consideration is a limited partnership. It assumes that the commercial structure will also include investors, or limited partners. They are also responsible for the company’s emerging obligations, but only to the extent of their contributions. Also, limited partners do not have the right to participate in making key business decisions.

Partnerships are established on the basis of an agreement, which is signed by all its participants. This document must comply with the provisions of Articles 70 and 83 of the Civil Code of the Russian Federation. In particular, the agreement must fix the amount and essence of the share capital, the shares of participants, the size and conditions of deposits, stipulate the responsibility of the founders for refusal to make payments, etc.

The legal form of organization under consideration is characterized, first of all, by a very high level responsibility of participants for possible obligations to creditors and other persons. In practice, business in this format is carried out mainly by people who can work in an atmosphere of complete mutual trust, for example, members of the same family.

LLC specifics

One of the most popular legal forms of doing business in the Russian Federation is a limited liability company. Involves the establishment of an organization through an agreement. It is also necessary to create an LLC charter. In this case, the owner of the company can be one person. LLC is a full-fledged legal entity. Its distinctive specificity is as follows: responsibility for emerging obligations is assigned not to the founders, but only to the assets of the company.

To establish an LLC you also need authorized capital- minimum 10 thousand rubles. As a rule, opening a current account and obtaining a seal are required. Tax reporting It’s a little more complicated here than for individual entrepreneurs. An LLC must have no more than 50 co-founders. If a larger number is expected, it will be necessary to register a joint-stock company, or a production cooperative. The legislation of the Russian Federation provides for mechanisms for the transfer of shares in an LLC, the withdrawal of participants from the organization, and the sale of enterprises in the appropriate status.

Joint stock companies

If a business, according to various criteria, does not fit the status of an individual entrepreneur, partnership or LLC, or objectively has a significant scale, then the entrepreneur can pay attention to such legal forms of enterprises as a joint stock company (JSC), as well as a public JSC. What are their specific features?

JSCs, just like LLCs, have an authorized capital. However, it is expressed not in the form of shares, but in the form of shares. If they are issued by open subscription, a special legal form arises - PJSC (public joint stock company). It may be noted that joint-stock companies are named in a similar way in many developed countries. Also, this legal form of organization can bear a similar name if it states the corresponding status in the constituent documents. Lawyers recommend that the founders of joint stock companies record it if a subsequent issue of subscriptions for shares is planned.

It can be noted that “ordinary” and “non-public” joint-stock companies appeared recently - after amendments were made to the Civil Code of the Russian Federation in 2014. Before this, the corresponding structures were called CJSC (some kind of analogue of a “non-public” company) and OJSC (a prototype of a “regular” JSC). It can also be noted that in the process of reforming civil legislation, some unification of the statuses of LLC and JSC was carried out, in the sense that this type of constituent document, such as the Charter, became uniform for both types of companies, drawn up according to a general scheme.

Just as in the case of an LLC, the shareholders of a joint-stock company do not bear personal liability for emerging obligations to the organization: certain collections are possible only from assets in the form of securities.

Producer cooperatives

These legal forms of enterprises can also be called artels. They are a voluntary association of entrepreneurs for the purpose of jointly conducting business in the field of production, processing, sales of products, provision of services, performance of work, trading, etc. The personal labor participation of the founders of the cooperative is assumed, as well as the transfer by them share contributions. Entrepreneurs operating within this legal form bear additional responsibility for emerging obligations in accordance with the provisions of the law and the organization’s charter. Minimal amount cooperative members - 5 people. The property owned by the organization is divided within the framework of shares, as well as in accordance with the charter, which is considered the main constituent document.

The considered legal form of business is quite common in agriculture. At the same time, many farmers prefer to conduct joint activities in the form of other forms of cooperation. Let's look at one of the most common.

Peasant farming

The Civil Code of the Russian Federation provides for this form of conduct joint activities, as a peasant (or farm) enterprise. Its main feature is that the property is jointly owned by the organization. Also, a farmer cannot be part of more than one peasant farm at the same time. The legal form of joint activity of citizens under consideration involves the creation legal entity. Participants of the organization bear subsidiary liability for emerging obligations.

Registration Aspects

Most of the types of organizational and legal forms of business that we have considered require state registration as a legal entity. This procedure is carried out at the place of registration of the relevant executive authority - the territorial department of the Federal Tax Service or another authorized agency, if for some reason tax service is not present in the region of business.

The most important criterion for state registration of a business is the presence of authorized capital (for LLCs, JSCs), share capital (for partnerships), as well as mutual funds (for cooperatives). These investments form the initial property of the organization.

As for the authorized capital for LLCs and JSCs, it consists of the value of the company’s shares (or shares). This value may be nominal, meaning the firm's actual net assets may be higher. Many entrepreneurs prefer to form authorized capital within minimum values established by law, for example, for an LLC it is 10 thousand rubles. Following this rule, firstly, reduces the initial financial burden on the founders, and secondly, it allows you to somewhat simplify the procedure for assessing contributions. The amount of authorized capital for Russian companies to be determined in the national currency of the Russian Federation - rubles. When conducting business in the form of an LLC or JSC, it is the authorized capital - the most important criterion in terms of payment guarantees determined by a possible creditor for the company.

Formation of authorized capital

As a contribution to the authorized capital, which is required by such legal forms of enterprises as LLC and JSC, cash, securities or natural property can be used. Also, elements of the initial property of a company can be, for example, property rights that have financial assessment. As for the authorized capital in forms alternative to cash, its formation is approved at a meeting of the founders of the business company.

Participants in an LLC or JSC must have time to contribute their part of the authorized capital within the period determined at the level of the constituent agreement, but no later than one year after the state registration of the company. In any case, the founder cannot be released from the obligation to contribute his part of the funds or property to the authorized capital of the organization being created.

It may be noted that the initial property in partnerships, unlike business companies, can be of any size. The legislation does not include provisions that would determine the minimum amount of relevant assets in such organizations. This is quite logical: this legal form of business assumes that the participants bear personal obligations. Accordingly, any penalties may be levied not only at the expense of the share capital.

The most important feature of the classification of an economic entity in a market economy is the division of an economic entity based on the organizational and legal forms of enterprises, which are regulated by the state through the Civil Code of the Russian Federation (Civil Code of the Russian Federation).

The Civil Code introduces the concepts of “commercial organization” and “non-profit organization”.

A commercial organization pursues profit as the main goal of its activities. A non-profit organization does not pursue making a profit as the main goal of its activities, and if it receives a profit, it is not distributed among the participants of the organization (Fig. 2.2).

Rice. 2.2. Structure of organizational and legal forms of organizations

In table 2.1. definitions of organizational and legal forms are formulated.

Table 2.1.

Structure of organizational and legal forms

Institutions

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 Business partnerships In accordance with current legislation, two types of business partnerships can be formed in the Russian Federation: general partnership And

partnership of faith

(limited partnership).

A general partnership is recognized as a partnership whose participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them (Article 69 of the Civil Code of the Russian Federation).

The constituent agreement of a general partnership specifies both information common to all legal entities and those that reflect the specifics of the general partnership. The first group of information includes: the procedure for joint activities to create a partnership; conditions for transferring your property to him and participation in his activities; location; address and others. To the second group: the size and composition of the share capital; the size of the shares of each participant in the share capital; provisions on the liability of participants for violation of obligations to make contributions and others.

The peculiarity of a general partnership is that its formation requires the presence of share capital. It is necessary, firstly, so that a general partnership can be registered, since the presence of such a condition is directly provided for by the current regulations on the procedure for registering legal entities. The share capital plays the role of authorized capital and is at least 100 times the minimum monthly wage. Secondly, the share capital of a general partnership forms its property base, without which the entrepreneurial activity of the partnership is impossible or will be difficult. Thirdly, the share capital acts as a guarantee for creditors, that is, those persons who enter into various property relations with the general partnership, concluding agreements with it. Therefore, in case of failure to fulfill its obligations, collection of debts will be directed primarily to property in the form of share capital, which is assigned to the general partnership as a legal entity. Fourthly, the presence of share capital is necessary so that participants have clear guidelines for the distribution of profits and losses, since they are divided in proportion to the share of each participant in the share capital.

Both individuals and legal entities can form a general partnership. However, a citizen can be a participant in a general partnership only if certain conditions established by law are met. The point is that a citizen, before he exercises his right to become a participant in a general partnership, must obtain the status of an individual entrepreneur by registering in the appropriate manner. As for legal entities, only commercial organizations can be general partners, while non-profit organizations do not have such a right.

In addition to the already indicated distinctive features of a general partnership, it should be emphasized that the members of such an association are obliged to participate in its activities with their personal labor. Therefore, at its core, a general partnership is, first of all, an association of persons, and then of property.

Internal relations in a partnership

Internal relations in a general partnership are determined by the constituent agreement. They are based on mutual trust due to the peculiarity of the legal status of a general partnership. The management of the partnership's activities is carried out by common consent of all its participants.

The constituent agreement may define individual cases when decisions on specific issues can be made by majority vote. Each of the participants in the general partnership has one vote, regardless of his share in the share capital. At the same time, the current legislation gives the right to the members of the partnership to change this general rule and reflect in the constituent agreement a different procedure for establishing the number of votes.

A general partnership has the status of a legal entity, therefore it is considered by law as a single subject of entrepreneurial and other legal relations. Legal entities acquire civil rights and assume civil responsibilities through their bodies. As for the general partnership, these functions are performed by its participants, since special management bodies are not formed in the partnership. Each of the participants individually can act on behalf of the general partnership when concluding transactions, unless the constituent documents establish that its participants conduct business jointly, or the conduct of business is entrusted to one or more participants. Depending on the established procedure for conducting business, various legal consequences arise.

Firstly, when business is conducted jointly, then each transaction requires the consent of all participants in the partnership.

Secondly, if affairs are entrusted to one or some of the participants, then the rest can make transactions only on the basis of a power of attorney from those persons entrusted with the conduct of affairs.

Power of attorney – written authority issued by one person to another for representation before third parties.

A participant in a general partnership is given the right to withdraw, and he cannot be deprived of it. When leaving the partnership, the remaining participants must be notified six months before the actual withdrawal. In addition, a participant can be expelled from the partnership, but only by a court decision and based on the demands of the other partners. However, there must be serious reasons for this: gross violation of one’s duties and a unanimous decision to expel. Upon leaving the partnership, a person has the right to payment to him of the value of part of the partnership's property in proportion to his share in the share capital. Instead of payment, he may be given property in kind. But this requires an agreement between the one leaving the partnership and the remaining participants.

Termination of partnership

The termination of a partnership can be due to various reasons. It ceases to operate upon expiration of the period if it was created for a specific period. Also, the partnership is terminated if the purpose for which it was created is achieved. The partnership will cease to operate due to the inexpediency of further business activities. This requires the general consent of all participants. A general partnership can be transformed into a limited partnership, or into a business company, or into a production cooperative. From the moment of transformation it ceases to operate.

A general partnership is liquidated if one of the partners withdraws from the membership, or dies, or is declared incompetent (Clause 21, Article 76 of the Civil Code of the Russian Federation). However, even if these circumstances occur, the partnership can continue its work if the constituent agreement expressly stipulates such a possibility. A general partnership is subject to liquidation when the only participant left in it, as well as on general grounds: by a court decision in the case of carrying out activities without the appropriate permit (license), when it is required, as a result of declaring the partnership bankrupt, and others.

General partners are liable for obligations with their property, and limited partners risk only their contributions. The right to conduct business on behalf of the partnership belongs only to the general partners.

Partnership of Faith is a contractual association. The main document that regulates relations in a partnership is the memorandum of association. The law states that the memorandum of association is signed only by general partners, which is why they manage the affairs of the partnership. Investors do not have the right to influence the management of affairs in any way or challenge the correctness of management decisions made in court. The main responsibility of the investor is to make a timely contribution to the share capital. The fact of making a contribution is confirmed by a special document - a certificate of participation. This document confirms not only that the contribution has been made, but also that the person is a participant in the limited partnership as a limited partner.

Investors not only have responsibilities, but also have rights. Since a limited partnership is a commercial organization, they have the right to receive a portion of the profits due to their share in the share capital. They also have the right to monitor economic activities by reviewing the annual reports and balance sheets of the partnership. In addition, they have the right to leave the partnership at the end of the financial year and receive their contribution. It follows that upon leaving they do not have the right to receive a share in the property, unlike general partners.

Termination of a limited partnership has a number of features. Firstly, the partnership is liquidated if there is not a single investor left in its composition. Secondly, when a partnership is liquidated, limited partners have a priority right to receive contributions from the remaining property. The legislation also provides for other features of the liquidation of a limited partnership (Article 86 of the Civil Code of the Russian Federation).

The individualization of the partnership is its corporate name. According to the law, it must contain either the names of all general partners and the words “limited partnership” or “limited partnership”, or the name of one general partner with the addition of the words “and company”, as well as an indication of the type of partnership. If the name of the investor is indicated in the company name of the partnership, he becomes a full partner with all the legal and organizational consequences arising from this provision.

Limited and additional liability companies

Limited liability company (LLC) is a commercial organization whose authorized capital is divided into shares in amounts determined constituent documents.

The participants of the LLC are not liable for its obligations and bear the risk of losses within the value of the contributions they made. A limited liability company (hereinafter referred to as the Company) may be established by one or more persons. The legislation stipulates the maximum number of founders, exceeding which entails the obligation to transform it into a joint-stock company, or liquidation if the issue of transformation is not resolved within a year.

Modern legislation more strictly regulates relations arising regarding the establishment and activities of commercial organizations of this type. As practice has shown, on the one hand, such societies are most widespread in entrepreneurial activity, and on the other, it is in such societies that various financial abuses quite often occur.

This should also include one more limitation in the legislation: an LLC cannot be established by a business company consisting of one person.

The company must have a corporate name consisting of the name and the words “limited liability”. For example: “Limited liability company Stroitel”.

Such a society primarily involves the pooling of capital for the purpose of engaging in entrepreneurial activity, and therefore the personal participation of the founders in its work is not necessary. But, as practice shows, the relationships between company participants are much closer and more trusting than in a joint-stock company.

When registering an LLC, the relevant documents must be submitted: the memorandum of association and the Articles of Association. If the founder is one person, then he must provide only the charter approved by him. In other cases, the constituent documents are approved and signed by the founders. It follows from this that the law classifies LLCs as statutory companies.

Constituent documents must contain the necessary information that characterizes the company as a commercial organization with the status of a legal entity: location, purpose of activity, etc., as well as information reflecting the specifics of the company. In particular, they must indicate: the size of the authorized capital and the size of shares of each of the participants, the procedure for making contributions.

The authorized capital of an LLC must not be less than the amount of 100 minimum wages established by the legislation of the Russian Federation on the date of submission of constituent documents for registration. The law requires that at the time of registration of an LLC, at least 50% of the authorized capital must be paid up. The rest is paid by participants during the first year of work. Failure to pay in the authorized capital on time entails various negative legal consequences both for the LLC as a whole and for its individual participants.

Participants who have not fully contributed to the authorized capital are jointly and severally liable for the obligations of the company. It was not by chance that the legislator established such rules. After all, the authorized capital is not only a necessary material basis for the activities of an LLC, but must also guarantee the interests of its creditors, without misleading them regarding the financial and other material capabilities of a particular company with which they (the creditors) enter into various legal relations that arise from the concluded contracts In general legal regime The authorized capital of an LLC is determined by the Civil Code of the Russian Federation and special legislation on limited liability companies.

According to current regulations, after its registration, a company is obliged to notify its creditors of each case of a decrease in the authorized capital and register its decrease in the prescribed manner. Creditors have the right to demand early fulfillment of obligations and compensation for losses. In addition, the company is allowed to increase its authorized capital, but under one very important condition: after all participants have made their contributions in full (Article 90 of the Civil Code of the Russian Federation).

Members of the company do not have ownership rights to the property of the LLC. Their rights extend only to the share in the authorized capital. Due to this, a company participant can sell or otherwise assign (donate) his share in the authorized capital to other company participants. This right of a participant cannot be limited by anyone; it is unconditional, since it concerns the internal relationships of participants in the society. The possibility of alienation of a share in the authorized capital by a third party, that is, one who is not one of the participants, is regulated differently. In principle, the legislation does not prohibit the participant(s) from carrying out such transactions. However, this issue is finally regulated only by the company’s charter. Consequently, the charter may contain a rule prohibiting the alienation of a share by a third party, or a rule that allows the sale of a share in the authorized capital to outsiders. Depending on what norm is prescribed in the charter, these are the legal consequences.

A limited liability company is a legal entity. The management of the affairs of the company is carried out through bodies of a legal entity specially formed for this purpose. The basic principles of the organization and activities of LLC management bodies are established by the Civil Code of the Russian Federation. Issues of organizing management should be regulated in more detail by a special law.

In accordance with the Civil Code of the Russian Federation, the following governing bodies must be formed in the company: general meeting participants; executive body (director, president and others); audit committee.

The general meeting of the company's participants is the supreme management body, which has its own exclusive competence. This means that on issues related to exclusive competence general meeting, no governing body can make any decisions. If such decisions are made, they will not have legal force. Moreover, such issues not only cannot be considered by other governing bodies on their own initiative, but cannot even be transferred or delegated by the general meeting to the executive body, for example, a director or directorate.

Legislation includes the following issues within the exclusive competence of the general meeting: changing the charter of the company, as well as the size of the authorized capital; formation of other management bodies of the company; resolving issues of reorganization and liquidation of the company and others.

Issues within the competence of the general meeting are determined by legislative acts. When drawing up the charter, the company's participants must follow the requirements of the law.

The management bodies of a company can be either collegial or individual. The General Meeting is a collegial body. The quantitative composition of the executive bodies is determined by the company's charter. From Art. 91 of the Civil Code of the Russian Federation it follows that the sole management body can be elected both from the members of the company and from third parties. The legal status of the sole executive body is determined along with civil legislation and also by labor legislation: an employment agreement (contract) must be concluded with the director (president, etc.). The employment agreement defines the rights and obligations of the director, the duration of the contract, measures of incentives and liability for misconduct committed in the performance of labor duties, and additional grounds for his dismissal. Conclusion procedure employment contract and its termination is regulated by Art. 15 – 40, 254 of the Labor Code of the Russian Federation (LC RF). In addition, civil law determines the conditions of activity and responsibility of the person acting on behalf of the organization, and such a person in many cases is the manager. He must act in the interests of the company he represents in good faith and reasonably, and is obliged, at the request of the founders, to compensate losses to the company, unless otherwise provided by law or contract.

Termination of activities of a limited liability company

Termination of the company's activities is possible due to its reorganization or liquidation.

Reorganization of a limited liability company can be carried out either by decision of its founders or by force. The legislation defines the following forms of reorganization of a company: merger, accession, division, spin-off, transformation. During the transformation, succession arises, that is, the transfer of part of the rights to the newly formed legal entities in accordance with the separation balance sheet and the transfer act. Reorganization in the form of transformation means a change in the legal form. Thus, an LLC can be transformed into a joint-stock company or a production cooperative (Article 92 of the Civil Code of the Russian Federation).

A limited liability company is considered reorganized, with the exception of cases of reorganization in the form of merger, from the moment of state registration of newly emerged legal entities.

When a company is reorganized in the form of annexation of another legal entity, the company is considered reorganized from the moment an entry on the termination of the activities of the affiliating legal entity is made in the unified state register of legal entities.

The liquidation of the LLC is carried out in accordance with Art. 61-65 Civil Code of the Russian Federation. These rules are common to all legal entities.

To carry out the liquidation of a legal entity, a liquidation commission is created, which carries out all the necessary activities. The liquidation of a legal entity is considered completed, and the legal entity is considered to have ceased to exist, after making an entry about this in the unified state register of legal entities (Article 63 of the Civil Code of the Russian Federation). Issues related to insolvency (bankruptcy) are regulated in detail by the special Law of the Russian Federation “On the insolvency (bankruptcy) of enterprises.”

Additional liability company (ALC) – a commercial organization, the participants of which, unlike an LLC, are jointly and severally liable for its obligations in the amount of a multiple of the value of their contributions to the authorized capital.

A company with additional liability has a number of common features and features, in comparison with LLC. What these societies have in common is:

A company with additional liability may be founded by one or more persons;

The authorized capital of an ALC is also divided into shares, the size of which is determined by the constituent documents.

Otherwise, the law applicable to LLCs applies to a company with additional liability, with a number of exceptions that are determined by the specific features of this organization. Firstly, unlike an LLC, participants in a company with additional liability jointly and severally bear subsidiary liability with their property in the same multiple of the value of the contributions determined by the constituent documents of the company. Secondly, in the event that one of the participants becomes insolvent (bankrupt), his responsibility for the obligations of the company is distributed among the remaining participants in proportion to their contributions. The constituent documents may also provide for a different procedure for distributing responsibility.

Joint stock companies

The concept of a joint stock company is disclosed in paragraph 1 of Art. 96 of the Civil Code of the Russian Federation and clause 1 of Art. 2 Federal Law Russian Federation “On joint stock companies”.

Joint-Stock Company - a commercial organization with an authorized capital distributed into a certain number of equal shares, the rights to which are fixed in securities– promotions.

Promotion– a security certifying the obligatory rights of a shareholder to a share in the authorized capital joint stock company.

As a rule, the authorized capital of a joint stock company is divided into a large number of shares and the right to each such share is recorded in a security - shares.

The term “shareholder” means a citizen or legal entity who is the owner of shares and registered in the register of shareholders of the company. One share reflects the right to one share in the authorized capital. Purchasing a share from a joint-stock company (purchase) means the buyer contributes the cost of the share to the authorized capital of the joint-stock company. The value of a share, equal to the amount of money contributed to the authorized capital, is called par value of the share, it is indicated on the paper itself.

After purchasing a share, the acquirer contacts the joint-stock company with a request to make changes in the register (list) of shareholders of this company so that the new owner of the share is indicated in the register instead of the previous one and, as soon as such changes are made, the acquirer becomes a full shareholder.

A share, like a security, can be sold by the shareholder himself. In this case, the price of the stock being sold may be different from its nominal price. If a joint stock company is doing well, the price of its shares rises, and they are then sold at a price much higher than their nominal value. Well, if things are going badly, the joint-stock company is on the verge of insolvency (bankruptcy), then the shares can be sold at a price below their nominal value. In such cases, shareholders are already trying to get rid of the securities and save at least some amount of their money. The difference between the par value of shares and the price at which they are sold by the shareholders themselves is called exchange rate difference.

As a general rule, anyone can purchase as many shares as is possible based on their purchasing power. At the same time, the charter of a joint stock company may establish restrictions on the number of shares owned by one shareholder. Thus, the law does not establish restrictions, but the shareholders themselves have the right to establish such a rule for their company. It allows, for example, to preserve elements of democracy in the decision-making process. If there are no such limits and one shareholder or several shareholders has a large number of shares - a controlling stake, then all management threads pass to him or them.

This is due to the fact that when voting, it is not the number of shareholders themselves that is taken into account, but the number of shares, and the principle applies - one share - one vote. Therefore, it is likely that the decision will be made in favor of a narrow circle of shareholders who own a majority of shares, while shareholders who own a small number of shares, despite their numerical superiority, will not be able to influence the decision.

A joint stock company is a legal entity and owns separate property, which is accounted for on its own balance sheet; it can, in its own name, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court.

The company is independently responsible for its obligations. Shareholders bear the risk of losses associated with the company's activities within the limits of the (nominal) value of the shares they own.

Dividends – part of the company's net profit paid to the shareholder according to the number of shares owned by him.

A joint stock company has the right to engage in any type of activity not prohibited by federal law. Certain types activities, the list of which is also established by federal law, the company can engage in only on the basis of a special permit (license).

The constituent document of a joint stock company is the charter, the requirements of which are binding on all shareholders. When developing the charter, shareholders include in it only such rules that do not contradict current legislation. The charter of a joint stock company must contain, in particular, the following information: name of the company, location, size of the authorized capital and the procedure for its formation, rights and obligations of shareholders, and others.

Types of joint stock companies

The legislation defines two types of joint-stock companies: open joint-stock company (OJSC) and closed joint-stock company (CJSC).

In an open joint stock company, shareholders have the right to alienate their shares without the consent of other shareholders. Such a company has the right to conduct an open subscription for the shares it issues and their free sale. Thus, in an open joint-stock company, a smooth change of shareholders is possible.

In a closed joint stock company, shares are distributed in advance only among its founders or other predetermined circle of persons. Such a company does not have the right to conduct an open subscription for the shares it issues, or otherwise offer them for purchase to an indefinite number of persons. Shareholders of a closed joint stock company have the right to sell their shares, but all other shareholders have a preemptive right to purchase them, at the price of offering them to another person. The procedure and period for exercising the preemptive right are determined by the charter. At the same time, the period for exercising the preemptive right cannot be less than 30 or more than 60 days from the moment the shares are offered for sale. If none of the shareholders agrees to purchase them at the appropriate price, the shares may be sold to other persons.

The number of shareholders of closed joint stock companies should not exceed fifty. This number includes both individuals and legal entities. If this number is exceeded, a closed joint stock company must be converted into an open joint stock company within a year. If the number of shareholders is not reduced to fifty, the company is subject to judicial liquidation.

Procedure for creating a joint stock company

A joint stock company can be created by re-establishing and by reorganizing an existing legal entity. For example, as a result of the transformation of a production cooperative or limited liability company into a joint stock company.

The creation of a joint stock company by incorporation is usually carried out in two stages. The content of the first is that the founders enter into an agreement among themselves to create a joint-stock company. This agreement determines the procedure for their activities to establish the company, the size of the authorized capital, the types of shares to be placed among the founders, the amount and procedure for their payment, etc. This agreement is not the constituent document of the company, since it plays an auxiliary role. With this agreement, the founders put into contractual form the entire preparatory work to create a society.

After all the preparatory work has been carried out and the company's charter has been developed, the second stage of creating a joint-stock company begins. The founders at the general meeting decide to establish a joint stock company and approve its charter. Moreover, on issues such as the establishment of a company, approval of the charter and some others, decisions are made by the founders unanimously.

However, just deciding to create a society is not enough. A joint stock company is considered created as a legal entity from the moment of its state registration. It is from this moment that society acquires the right to carry out entrepreneurial activities.

The founders of the company can be citizens and (or) legal entities.

State bodies and local government bodies cannot act as founders of a joint stock company, unless otherwise established by federal law. This is explained by the fact that with the participation of these bodies in the activities of the company, conditions will be created for unfair competition, since a company with the participation of state bodies and local governments will naturally have greater business opportunities than a society where there are no such participants.

Production cooperative

Production cooperative(artel) is a voluntary association of citizens on the basis of membership for joint production activities or other economic activities based on personal labor participation and the association of property shares by its members (participants) (Article 107 of the Civil Code of the Russian Federation).

A production cooperative can engage in various economic activities: production of industrial and agricultural products, trade, consumer services. Each participant in a production cooperative is obliged to participate through personal labor in the work of the cooperative, which is one of its important features. Therefore, it is no coincidence that a production cooperative is also officially referred to as an artel.

The main document on the basis of which a production cooperative operates is the charter. It is approved by the general meeting of members of the cooperative, the establishment of which requires at least five people.

The charter of a production cooperative must indicate the following information: location, management procedure, amount of share contributions, procedure for the participation of cooperative members in its work, and much more. The property of a production cooperative is its property and is divided into shares. Management bodies are created in a production cooperative. The supreme body is the general meeting of its members. The current management of the affairs of the cooperative can be carried out by the board and the chairman. A supervisory board may be created in a production cooperative if the number of members of the cooperative is more than fifty. The competence of the management bodies of a production cooperative is determined by law and the charter

Competence – a set of rights and obligations that the governing body of a legal entity has to solve the problems facing it.

According to paragraph 3 of Art. 110 of the Civil Code of the Russian Federation, the exclusive competence of the general meeting includes:

changing the charter of the cooperative;

formation of other governing bodies;

admission and exclusion from members of the cooperative and others.

Exclusive competence is a competence that can only be exercised by the highest management body of a legal entity.

Termination of membership in a production cooperative can occur either at the request of a member of the cooperative or in the event of his expulsion, as well as for other reasons (for example, in the event of death).

State and municipal unitary enterprises

Unitary enterprise– a commercial organization that does not have ownership rights to the property assigned to it. The property of this enterprise is indivisible, which means it is impossible and inadmissible to distribute it among shares, shares, including among employees. In this form, state and municipal enterprises, and therefore their property is state and municipal property. An enterprise has the right of economic management or operational management in relation to the property assigned to it.

The concepts of “right of economic management” and “right of operational management” require more detailed consideration.

Right of economic management– the right of an enterprise (state or municipal) to own, use and dispose of property, but within certain limits established by the Civil Code of the Russian Federation.

An enterprise does not have the right to dispose of real estate without the consent of the owner: sell, lease, or pledge it. Real estate means: land and everything that is closely connected with the earth: buildings, structures. The enterprise has the right to dispose of the remaining property independently, at its own discretion.

Right of operational management – the right to dispose of property, both real and movable, only with the consent of the owner.

Property under the right of operational management is assigned to the created unitary enterprises, which are called “state-owned”. They can be established by decision of the Government of the Russian Federation on the basis of property that is in federal ownership (federal state enterprise). Such an enterprise can be liquidated and reorganized only by decision of the Government of the Russian Federation. The constituent documents of the enterprise must necessarily indicate that it is state-owned.

Non-profit organizations – legal entities whose purpose is to satisfy the social, cultural and other non-material needs of citizens.

The legal status of non-profit organizations is determined by the Civil Code of the Russian Federation and special legislation on various types non-profit organizations.

In more specific terms, a non-profit organization is an organization that does not have profit-making as the main goal of its activities and does not distribute the profit received among participants (clause 1 of article 50 of the Civil Code of the Russian Federation and clause 1 of article 2 of the Law of the Russian Federation “On Non-Profit Organizations” ").

Legal entities related to non-profit organizations are formed in the form of consumer cooperatives, public or religious organizations, charitable and other foundations.

Consumer cooperative

Consumer cooperative– 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, which is carried out by combining property contributions by its members. Consumer cooperatives are very diverse in the nature of their activities: housing construction, garages, gardening and others. Members of a consumer cooperative, like a production cooperative, can be minors who have reached the age of 16 years.

Currently, the Law of the Russian Federation “On Agricultural Cooperatives” has been adopted and is in force, which contains articles that determine the status and operating procedure of consumer cooperatives in rural areas. Consumer cooperatives, like other non-profit organizations, have the right to engage in entrepreneurial activities, but the income received, unlike other non-profit organizations, is distributed among the members of the cooperative. Consumer cooperative- an association of persons on a membership basis in order to satisfy their own needs for goods and services, the initial property of which consists of share contributions. Shareholders of a consumer cooperative can be citizens over 16 years of age and legal entities. Participants in consumer cooperatives can be both citizens and legal entities, and the presence of at least one citizen is mandatory, otherwise the cooperative will turn into an association of legal entities.

Consumer cooperatives include: housing-construction, dacha-construction, garage-construction, housing, dacha, garage, gardening cooperatives, as well as homeowners' associations and some other cooperatives

Consumer cooperatives have a number of distinctive features:

A consumer cooperative is created and operates to satisfy the material and other needs of its members;

A cooperative may carry out certain types of entrepreneurial activities, the income from which may be distributed among members of the cooperative or used for other needs determined by its general meeting.

The consumer cooperative is created and operates on the basis of the following principles:

Voluntary entry into and exit from the consumer society;

Mandatory payment of entrance and share fees;

Democratic management of the consumer society (one shareholder - one vote, mandatory accountability to the general meeting of the consumer society of other management bodies, control bodies, free participation of the shareholder in the elected bodies of the consumer society);

Mutual assistance and provision of economic benefits to shareholders participating in the economic or other activities of the consumer cooperative;

Limitations on the size of cooperative payments (cooperative payments are part of the income of a consumer cooperative, distributed among shareholders in proportion to their participation in the economic activities of the consumer cooperative or their share contributions, unless otherwise provided by the charter of the consumer cooperative);

Availability of information about the activities of the consumer society for all shareholders;

Increasingly wide involvement of women to participate in management and control bodies;

Concerns about increasing the cultural level of shareholders.

The only constituent document of a consumer cooperative is its charter, which is approved supreme body- general meeting of members of the cooperative. The name of the consumer cooperative must contain an indication of the main purpose of the cooperative, as well as the word “cooperative” or the words “consumer society” or “consumer union”.

The property of a consumer cooperative belongs to it by right of ownership, and shareholders retain only obligatory rights to this property. A consumer cooperative is liable for its obligations with its property; it is not liable for the obligations of its shareholders. The losses of the cooperative are covered by additional contributions.

Provides for 2 types of membership: cooperative member (with voting rights);

Provides for 2 types of membership: cooperative member (with voting rights); are created by citizens or citizens and legal entities jointly, or only legal entities. As a non-profit organization, the foundation aims to meet non-material needs. For example, consumer protection funds may be created. The Foundation may use the property assigned to it only to achieve the goals specified in the charter. The property belongs to him by right of ownership. This includes not only the property that the foundation acquires as a result of its activities, but also the property transferred to it by the founders. Foundations, like other non-profit organizations, can engage in entrepreneurial activities. In this case, the fund is subject to general rules, defining the procedure for entrepreneurial activities of non-profit legal entities. To carry out entrepreneurial activities, funds create business companies or take part in them (for example, act as shareholders of open or closed companies, establish limited liability companies, etc.). However, charitable foundations have the right to participate in business companies only as their sole members (Article 12 of the Law on Charitable Activities).

One of the features of the legal status of the foundation is that the foundation is obliged to publish annually reports on the use of its property. Internal control over the work of the fund is carried out by the board of trustees, which acts on a voluntary basis. It is created on the basis of the charter approved by the founders of the fund.

It is also necessary to note the features of the fund liquidation process. It can be liquidated only on the basis of a court decision. To make such a decision, a statement from interested parties is required. This is, firstly, and, secondly, there must be grounds that are directly provided for in the law: if the fund’s property is not enough to achieve its goals and the likelihood of receiving such property is illusory; if the fund deviates in its activities from those goals specified in the charter, and others (Article 119 of the Civil Code of the Russian Federation). Other grounds for liquidation of the fund must be expressly specified in the law. In accordance with Art. 65 of the Civil Code of the Russian Federation, a fund may be declared insolvent (bankrupt) by a court decision on a general basis.

useful purposes

This is recognized as a legal entity that is created by the owner for the purpose of performing non-commercial functions. It is fully or partially financed by the owner. Institutions include government bodies, law enforcement agencies (police, tax police), educational institutions (schools, academies, universities) and others. In other words, with the help of institutions, management functions are implemented and general educational services are provided.

The institution's rights to property are quite limited. It (the property) is assigned to the institution with the right of operational management. You already know what the essence of operational management rights is. For its obligations, the institution is liable only in cash, but in no case property. If the institution does not have sufficient funds to pay off its debts, then the owner must come to its aid as an additional (subsidiary defendant).

The founding document of an institution is the charter, which is approved by the owner of the property. The name of the institution indicates the owner of the property and the nature of the institution’s activities.

According to the law, non-profit organizations can be created in other organizational and legal forms. These can be non-profit partnerships, autonomous non-profit organizations. Religious organizations are also classified as non-profit organizations by law. The procedure for the creation and activities of religious organizations is established by special legal acts of the Russian Federation.

In conclusion, we note that a thorough knowledge of the legislation on commercial and non-profit organizations creates conditions not only for the qualified activities of entrepreneurs, but is also an integral component of any citizen’s activity.

Organizational and legal forms of non-profit organizations.

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Organizational and legal forms are some templates according to which relations between founders, investors, managers and other legal entities and individuals participating in business activities within one business entity are built.

The main characteristic of business partnerships and companies is their share capital, consisting of contributions from its participants. Authorized capital is the money with which an enterprise starts its activities and purchases fixed and working capital.

PBOYUL - an entrepreneur without forming a legal entity - this is, as a rule, a private entrepreneur (PE) or an individual entrepreneur (IP) - implies one thing individual, which fully owns the property of the state of emergency and is liable for its debts with all its property. They differ in that an individual entrepreneur is based on the personal property of an individual. person and exclusively his work. And the state of emergency is based on the property of an individual citizen, with the right to hire work force. This is specified upon registration.

However, one person is not able to accumulate large amounts of money in a business and bear sole responsibility for them. Since ancient times, it has been customary to organize various unions, partnership agreements and business associations. They are based on the base of the authorized (equity or pooled) capital. Authorized capital is the contributions of the founders, the initial funds of the enterprise, with which it begins its activities. The simplest forms of such economic associations are:

1. Production cooperative or an artel is an association of citizens of at least 5 people for joint production or other economic activities based on their personal labor participation and collective share ownership of the means of production. Contributions from PF or materials are allowed. They are registered upon payment of 10% of the capital (for other partnerships and companies this standard is 50%), the rest must be paid within a year. Profit in the artel is distributed according to labor participation.

2. A partnership can be full, limited or limited partnership. A general partnership is recognized as a partnership whose 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.

A person can be a member of only one general partnership. For 2 years, the general partner retains his obligations to the partnership even if he leaves it or reorganizes the partnership into a company. The debts of a general partner are inherited, the purchase of a share by an outside party is agreed upon by all general partners, they have the right to buy the share first. A general partnership cannot consist of 1 person for more than 6 months; it must either re-register as a private enterprise, or find partners or limited partners.

A limited partnership or limited partnership is a form of business association in which, in addition to general partners, there are limited partners - simple investors who are liable only to the extent of their contribution.

3. state and municipal unitary enterprises. Their peculiarity is that the controlling stake and the property used belongs to the state, and the state unitary enterprise or municipal unitary enterprise receives the right to use it. The property remains indivisible.

Companies have a more complex structure, especially regarding relations between shareholders and managers of a joint-stock company. The concept of a share means evidence of equity participation in the organization of an enterprise and the right to receive a portion of the profit. A simple share gives the right to one vote at the meeting of shareholders, which makes the most important decisions on reorganization, bankruptcy and expansion of production. The rest of the time, the JSC is led by an executive director or board of directors.

A partnership is required by law to be reorganized into a company if the number of its participants exceeds a certain number, since only a few people will actually make decisions in this partnership, and the rest will bear the risk and responsibility in the amount of their investments. Exist:

LLC is a limited liability company. Its participants are liable only to the extent of their contributions. If its number is more than 50 people, it is obliged to reorganize into a closed joint stock company. In an LLC it is easier than in labor productivity to transfer a share.

ODO is a company with additional liability. When additional debt obligations in bankruptcy are equally distributed among the participants of the ALC. This is kind of a step back.

JSCs are divided into CJSC and OJSC. An open joint-stock company differs from a closed joint-stock company in the large number of investors (shareholders), public reporting (they are required to publish the balance sheet in the media), and the ability to transfer and sell shares without the consent of other shareholders. A JSC is obliged to maintain a list of its shareholders, if there are more than 1000 of them, the list is maintained by external disinterested organizations - a bank, a fund, etc.

The size of the capital of a closed joint-stock company should not be less than an amount equal to 100 times the minimum wage per month, established by law of the Russian Federation on the date of submission of constituent documents for registration.

The authorized capital of a joint-stock company must not be less than an amount equal to 1000 times the minimum wage per month established by the legislation of the Russian Federation on the date of submission of constituent documents for registration.

At the beginning of 2006, the minimum wage was 800 rubles. However, a number of fines, duties and other types of payments are fixed at the minimum wage = 100 rubles.

In addition, there is the concept of “people's enterprises”, when 75% of control over the management company and shares belongs to the employees.

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:

Full comrades carry out entrepreneurial activity on behalf of the partnership and bear full and joint liability for obligations with all owned 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 LLC rules. 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; JSC participants 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 located respectively in the state or municipal property and is assigned to a unitary enterprise only for a limited 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 local government authority. Property transferred to a unitary enterprise is credited to its balance sheet, and the owner does not have ownership and use rights 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 immovable property without special permission from the owner. The Russian Federation is responsible for the obligations of a state-owned enterprise.

Basic organizational and legal forms of enterprises

Based Civil Code Russian Federation (Civil Code of the Russian Federation), provides for the creation of a wide range of commercial organizations, most of 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. A limited liability company is a company established by one or more persons, the authorized capital of 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 their deposits.

Additional liability company- a company established 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, due to its 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 activities 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, accordingly, in state or municipal ownership and belongs to the enterprise on the basis of economic management 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.

useful purposes. 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. These are non-profit organizations that 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.