Who is a member of a commercial organization. Commercial and non-commercial legal entities

The main criterion by which the classification of legal entities in Russian legislation is established in Art. 50 of the Civil Code, which considers commercial and non-profit organizations.

Both groups are full participants in civil circulation. However, there are significant differences between them, causing special legal status each.

Concept and main features of commercial organizations

The law does not contain the concept of a commercial organization, which is close to the scientific one, but its main features are formulated in Art. 48, 49 of the Civil Code, as well as in parts 1 and 2 of Art. 50 GK.

Signs of commercial organizations:

• The main goals of the activities of such legal entities are to make a profit. This means that the organization's charter must contain a corresponding provision. Its presence or absence may be noted officials during registration. Its absence serves as grounds for refusal.
• Commercial organizations, as a rule, have general legal capacity. This means that such legal entities have legal grounds to engage in any type of non-prohibited activity. The exception is municipal and state unitary enterprises. They can carry out actions within the framework of the purposes for which they are created. Legislation regulating the position of market participants in various fields economy, can also set restrictions. Examples can be found in financial sector. Organizations performing the functions of banks or insurance companies cannot engage in other activities.
• Mandatory state registration. Only after this does the legal entity become a participant in civil transactions.

The concept of a commercial organization

Characteristics of commercial organizations based on their main characteristics make it possible to formulate the concept of a given legal entity.

A commercial organization should be understood as a legal entity, main goal which is the extraction of profit, capable, as a rule, of carrying out any activity not prohibited by legal norms.

Concept and main features of non-profit organizations

The above articles of the Civil Code contain characteristics of commercial and non-profit organizations. This classification makes it possible to distinguish the latter according to a number of characteristics.

• Home distinctive feature is the purpose of establishing non-profit organizations. Such a structure performs functions other than those of a commercial legal entity and they are not related to making a profit. The goals can be humanitarian, social, political and other aspirations.
• Non-profit organizations have limited legal capacity. It is determined by the purposes of creation. At the same time, it is possible entrepreneurial functions, meeting this requirement.
• Another sign is the inability to distribute profits among the founders. If there is one, it serves as an additional financial basis to achieve the purposes for which such an organization was created.
• Special organizational and legal forms. As in the case of commercial legal entities, there is a closed list that defines the types of these organizations.
• To start activities, state registration is required. In some cases, it is much more complex and involves a larger number of necessary actions. An example is the registration of political parties carried out by the Ministry of Justice.

Non-profit organization concept

The provisions of the law characterizing these legal entities allow us to derive the most complete concept.

Non-profit organizations should be understood as those registered in in the prescribed manner legal entities of certain organizational and legal forms, the goals of which are to achieve results in the social, humanitarian, political and other spheres not related to making a profit, capable of performing functions within the specified framework and not distributing the received financial resources between the founders.

How to distinguish a commercial organization from a non-profit?

This classification of legal entities can be carried out according to their main characteristics.

The characteristics of for-profit and non-profit organizations provide a clear picture of how one differs from the other.

Differences can be found in the text of the constituent document. Comparing them initial sections will help set goals for creating organizations. The difference will be the presence or absence of profit as the main one.

However, not every citizen has access to documents from organizations. In this case, types of organizational and legal forms will help. It is by their name that an organization can be classified as commercial or non-profit.

Forms of commercial organizations

The list of types of commercial organizations is given in Part 2 of Art. 50 GK. These include:

• Economic societies. This is the most common form. Among them there are joint stock companies, including public and non-public (PJSC and CJSC, respectively) and limited liability companies.
• Production cooperatives. Their peak occurred during the perestroika years. However, today this is a rare type of commercial organization.
• Economic partnerships are even less common than production cooperatives.
• Business partnerships.
• Municipal and state unitary enterprises.
• Peasant (farm) farms.

Forms of non-profit organizations

The legislation provides a large number of forms of such legal entities (Part 3 of Article 50 of the Civil Code). Therefore, it is easier to act by elimination.

Non-profit organizations should include all legal entities that are not commercial. In practice, forms such as political parties, foundations, public organizations, consumer cooperatives, homeowners' associations, bar associations and education.

Every person has heard more than once about such a concept as a commercial organization, and many of them work in such structures. But on top of everything else, there is a completely different subject economic relations, the essence of which is exactly the opposite - it is a non-profit organization. What is the difference between a for-profit and a non-profit organization? Let's consider this issue in more detail.

Definition

commercial organization is a business entity whose main purpose of functioning is the acquisition of profit. In other words, all actions of management and employees are aimed at increasing their well-being. The profit received in the course of the activity is distributed among all participants who organized the company, or is invested in the enterprise. Commercial organizations can have the most different shapes management, and, in accordance with this, rights, duties and responsibilities.

Non-profit organization (NPO) Its main goal is to create any social benefits for the state and the population. These may include charitable events, cultural programs, sports competitions, scientific conferences, events to protect public health or protect environment. A non-profit organization never pursues the goal of making a profit, since it acts on a voluntary basis to achieve public goods. And since such an organization does not receive profit in the form of cash or other tangible assets, it cannot distribute it among its founders. In other words, members of a non-profit organization work as volunteers, that is, they do not receive income from their activities.

Comparison

The differences between commercial and non-profit organizations are significant, and the most important feature of the classification is making a profit. Thus, a commercial organization is founded only to receive money from its activities. But a non-profit organization pursues a completely different goal - not to make a profit, but to represent the interests of the population to create socially significant benefits for humanity. In addition, the organizers of a commercial company receive income in the form of dividends or interest on net profit, while the founders of a non-profit association work on a voluntary basis.

Conclusions website

1. A commercial organization is founded solely for the sake of making a profit; a non-profit organization, on the contrary, does not pursue the goal of extracting material benefits;
2. The founders of a commercial organization create benefits for themselves in the form of receiving funds from activities, while a non-profit organization is founded to form favorable conditions people's lives and the achievement of socially significant social benefits.

The term legal entity is fixed at the level Civil Code. Organizations with such status must have ownership or operational rights, economic management property, to be liable for its obligations with this property. What does it mean? Such companies can dispose of property, if it is owned, and fulfill all obligations provided for by the status. All legal entities have the right to act in court proceedings, not only as a plaintiff, but also as a defendant. However, any enterprise acquires full legal capacity and capacity as a legal entity only after registration.

Types of legal entities

Civil law defines a commercial and non-commercial legal entity according to the following criteria:

• commercial forms require compulsory occupation entrepreneurial activity and benefit from this in the form of profit;
• Non-profit organizations are usually created to protect certain rights and interests, for example, professional ones, although they are not prohibited from doing business.

General characteristics of commercial legal entities

The main difference between commercial and non-profit organizations is the purpose of creation and activity. Let's figure it out. Simply put, the enterprise commercial form wants to receive the difference between income and expenses. In addition, organizations of this type have property independence and organizational unity, and therefore have full civil and legal liability.

Name

A commercial and non-commercial legal entity must have its name displayed in the statutory documents. In a number of cases, enterprises of the first type must necessarily contain the organizational and legal form in the name, for example, limited partnership the name must contain at least the surname of one main participant.

Place of registration and location

Registration of a commercial legal entity can be carried out in any place, but the location must correspond to the place where the executive body or the person who will carry out commercial activities is located, and without trust documents.

Separate units

Commercial legal entities have the right to form representative offices or branches, but without forming a legal entity. Simply put, such units are simply geographically located in a different location from the main office. They can be just separate branches, but nothing more. The managers who head such divisions act on the basis of powers of attorney issued at the main office.

Kinds

Commercial and non-profit legal entities are formed in completely different organizational and legal forms, namely:

Constituent documentation

All legal entities, commercial and non-profit organizations must act on the basis of the law and local documents drawn up in full compliance with current legislation, with the approval of their creators.

Non-profit enterprises: general characteristics

As stated earlier, non-profit legal entities are not created for profit. However, he has the right to engage in entrepreneurial activity, but without the right to distribute profits between the owners.

This is the main difference between a commercial and non-profit legal entity. Enterprises similar type are most often created to serve social and charitable purposes. Can act as development organizations cultural values, for scientific and management purposes, to help instill a love of sports and healthy image life. The main thing is that if such an enterprise conducts business, it should be aimed exclusively at achieving the main goal - charitable or other, indicated in the statutory documents.

Legal status

Like commercial organizations, non-profit legal entities receive their legal status only after registration. Even non-profit enterprises must have its own balance sheet and civil liability, which will allow it to participate in litigation.

Name and location

The characteristics of commercial and non-profit legal entities by location are no different and are determined by the place of registration. A non-profit society must have a name unique to it.

Branches

Non-profit organizations have the right to open representative offices, divisions and branches. The property of the main office is divided between the branches and the main office. All functions and interaction between departments are determined by regulations, which are formed and approved by the head office.

Title documentation

It is typical for non-profit organizations to create the same statutory documents as for commercial ones. This may be a charter, a memorandum of association, which must be created when an association or union is formed. Possible activity regulations specific type enterprises.

Founders

The legislation clearly defines the circle of persons who can be founders:

• fully capable persons;
• persons who have reached the age of majority;
• citizens of our country, foreigners and stateless persons.

However for last category there are certain restrictions. If a foreigner or stateless person has restrictions on staying in the country, then such a person cannot become a member of a non-profit organization. This category also includes those who fall under the law 115-FZ, 114-FZ, or in relation to them, there was a trial, and the decision entered into legal force, especially if signs of extremist activity are seen in the actions of such a person.

Kinds

The classification of commercial and non-profit legal entities is somewhat different and below are possible forms of enterprises created without the main goal of making a profit.

Examples

Examples of for-profit and non-profit legal entities (see table below).

In conclusion, I would like to remind you that non-profit organizations are created not for the purpose of obtaining material benefits, but to achieve certain interests, unlike commercial enterprise, which is formed solely for profit.

Depending on differences in legislative regulation related to forms of ownership, as well as the characteristics of the organization, legal entities are divided as follows. First of all, legal entities are divided into commercial and non-profit organizations.

Commercial organizations are organizations that pursue the extraction of profit as the main goal of their activities and have the right to distribute this profit at their own discretion among participants.

Non-profit organizations do not have a primary goal of making a profit; their main task is to achieve the statutory goals. However, they do not have the right to distribute the profit received among participants at their own discretion. Commercial organizations are created in the form business partnerships, business societies, production cooperatives, state and municipal enterprises.

Non-profit organizations are created in the form of consumer cooperatives, public and religious organizations and associations, institutions and all kinds of funds.

Non-profit organizations can engage in entrepreneurial activity only if it corresponds to the statutory goals and contributes to their achievement.

Commercial and non-profit organizations, jointly or separately, can form associations and unions.

Forms of commercial organizations

Economic partnership

First, let us characterize the main forms of commercial organizations. A business partnership is a commercial organization with a common (so-called share) capital divided into shares of participants. Property that is created through the contributions of participants, as well as produced and acquired by the partnership in the course of its activities, belongs to it by right of ownership.

Business partnerships are created in the form of general partnerships and limited partnerships.

A general partnership is one in which the participants (they are called “full partners”), in accordance with the agreement concluded between them, engage in entrepreneurial (commercial) activities on behalf of the partnership and are liable for its obligations with all the property belonging to them. Profits and losses are distributed among general partners, as a rule, in proportion to their shares in the joint capital. Agreements to exclude any of the participants from participating in profits or losses are not permitted. For the obligations of the partnership, the participants bear joint liability.

A limited partnership, or limited partnership, is one in which, along with general partners conducting business activities on behalf of the partnership and liable for its obligations, there is one or more participants who have made contributions, but are not liable for the obligations of the partnership with their property and are not participating in his business activities. These special participants (called limited partners) bear the risk of losses associated with the activities of the partnership only to the extent of their contributions. As for general partners, they act and bear responsibility according to the rules for general partnerships.

Participants in general partnerships and general partners in limited partnerships can be both individual entrepreneurs and commercial organizations, while investors in limited partnerships can be individuals and legal entities.

An individual or legal entity can be a participant in only one general partnership, as well as a general partner in a limited partnership.

Economical society

A business company is a commercial organization with a total (so-called authorized) capital divided into the contributions of the founders. Property that is created through the contributions of participants, as well as produced and acquired by the company in the course of its activities, belongs to it by right of ownership.

Business companies are created in the form of joint-stock companies, limited liability companies and additional liability companies. A joint stock company is one whose authorized capital is divided into certain number shares

A share is a security that gives the right to receive a certain share of profit (dividend).

Participants joint stock company(shareholders) are not liable for its obligations and bear the risk of losses from the company’s activities only to the extent of the value of their shares.

The founders of a joint stock company enter into a written agreement among themselves (the so-called constituent agreement), which determines the procedure for creating the company, the size of its authorized capital, the shares of participants, the nature and value of the shares.

Joint-stock companies are divided into open (OJSC) and closed (CJSC). Open companies are those in which participants can freely, without the consent of other shareholders, sell their shares. An open company conducts an open subscription for the shares it issues and puts them on free sale.

Closed companies are those in which shares are distributed only among its founders or another predetermined narrow circle of persons. Participants in a closed company have a preemptive right to purchase shares sold by other members of the company. The number of participants in a closed society should not exceed fifty people.

A limited liability company is one authorized capital which is divided into certain constituent documents shares. Having contributed his share, a company participant receives the right to receive a certain part of the profit. The participants of the company are not liable for its obligations and bear the risk of losses from the company’s activities within the limits of their contributions. The number of participants in a limited liability company should not exceed fifty people.

A company with additional liability operates according to the same general rules, as a limited liability company. The difference is that the participants of this company are jointly and severally liable for its obligations with their property in the same multiple of the value of their contributions. This means, in particular, that in the event of bankruptcy of one of the participants, its liability is distributed among the remaining participants in proportion to their contributions.

Limited companies and additional liability companies do not issue shares. Participants in companies of all forms can be both individuals and legal entities.

State bodies and authorities do not have the right to be participants in business companies and investors in limited partnerships local government. Contributions to the property of business partnerships and business entities are money, securities, things, property or other rights that have a monetary value.

Participants of business partnerships and business entities have the right:

– participate in the management of a partnership or company, having, when making decisions, a number of votes proportional to its share in the share capital or the number of shares or shares in the authorized capital; – take part in the distribution of profits; – in the event of liquidation of the organization, receive your share of the property remaining after settlements with creditors; – receive all information about the state of affairs in the organization and get acquainted with its accounting and other documents.

Participants in business partnerships and business entities are obliged to:

• make due deposits on time and in accordance with the established procedure;
• do not disclose confidential commercial and other information.

From all of the above it follows that the main difference between business partnerships and business companies is due to the fact that, in essence, partnerships are associations of persons, and companies are associations of capital.

The association of persons into a partnership presupposes their personal participation in its affairs and, above all, in its business activities. To do this, the participant must be registered as a commercial organization or individual entrepreneur. Hence the requirement to be a member of only one partnership, and also the fact that the partnership does not have the right to include non-profit organizations or citizens not engaged in entrepreneurial activities.

As for business companies, the association of capital in them does not provide for (although it does not prohibit) the personal participation of founders, participants, and shareholders in the commercial entrepreneurial activities of the organization. Hence, simultaneous participation in several societies, and not only entrepreneurs, is possible.

The most important difference between partnerships and companies is that participants in partnerships (except for limited partnerships) bear full, unlimited liability for their obligations and debts with all their property. In companies, participants are not liable for debts, but only bear the risk of losses within the limits of their contributions (the only exception is companies with additional liability).

It is worth noting that the inability to answer with the same property for the debts of several organizations is another explanation for the fact that the law prohibits the participation of one person in several partnerships.

Production cooperative

A production cooperative (or artel) is a voluntary association of individuals and legal entities on the basis of membership for joint production or other economic activity, involving personal labor and other participation.

Members of a production cooperative make share contributions established by the charter, which, together with the earned property, constitute the property of the cooperative. A certain part of this property is formed by indivisible funds. A member of a cooperative can leave it at will at any time. At the same time, he can receive the share due to his share from the part of the cooperative property remaining after the allocation of indivisible funds from it. Members of a production cooperative bear certain personal liability for its obligations, as provided for by law and the charter of the cooperative. The cooperative's profits are distributed among its members, usually in accordance with their labor contributions. The number of members of the cooperative must be at least five. This is the minimum from which the artel can work fruitfully.

Unlike business partnerships and business societies, a cooperative unites citizens who participate in its activities through personal labor. At the same time, the size of the share contribution does not affect the number of votes assigned to its owner upon adoption management decisions and on the share of profit he receives: each member of the cooperative has one vote, and the profit is distributed among the members of the cooperative in accordance with their labor contribution.

Unitary enterprise

Commercial organizations - government and municipal enterprises are created in the form of so-called unitary enterprises.

A unitary enterprise is an organization that is not endowed by the owner with the right to the property transferred by him to the enterprise. The property of a unitary enterprise is indivisible. It cannot be divided into deposits, shares or units (including between employees of the enterprise). State or municipal property may belong to this enterprise on the right of economic management or on the right of operational management, which have already been discussed. The owner of the property of a unitary enterprise based on the right of economic management (state) is not liable for the obligations of this enterprise, and unitary enterprise is not liable for the owner's obligations. A unitary enterprise based on the right of economic management is liable for its obligations with all its property. Unitary state enterprises, based on the right of operational management, created on the basis of federal property, are called state-owned enterprises. These are enterprises of the defense complex, communications enterprises, enterprises that print money, etc. The right of operational management, more than the right of economic management, limits the independence of the enterprise and its commercial capabilities. But the state is responsible for its obligations.

Non-profit organizations

Despite the fact that for non-profit organizations making a profit is not the main goal of their activity, they are not prohibited from having a profit, that is, from engaging in commerce. True, the ability to dispose of the profit received is limited by the statutory goals of the enterprise.

Consumer cooperative

A consumer cooperative is a non-profit organization that is a voluntary association of individuals and legal entities on the basis of membership in order to satisfy their material and non-material needs.

Members of a consumer cooperative make share contributions established by the charter, which, together with the earned property, constitute the property of the cooperative. Members of the cooperative are also required to make additional contributions if necessary to cover losses incurred by the cooperative. Within the limits of the unpaid portion of additional contributions, members of the cooperative bear joint liability. The income of a consumer cooperative from business activities is distributed in accordance with its charter among the members of the cooperative.

Public and religious organizations

Public and religious organizations are voluntary associations of citizens based on common interests to satisfy spiritual or other non-material needs. Being non-profit organizations, they can engage in business only if it corresponds to the statutory goals and is aimed at achieving them.

Members of public and religious organizations do not retain rights to the property transferred by them to these organizations and membership fee. Members of public and religious organizations are not liable for the obligations of these organizations, and they, in turn, are not liable for the obligations of their members.

Funds

Foundations are non-membership non-profit organizations created to achieve cultural, educational, social, charitable or other public benefit purposes. Funds are established by individuals and legal entities on the basis of voluntary property contributions. Property transferred to the foundation by its founders becomes the property of the foundation. This property can only be used for statutory purposes. The Foundation can engage in business only if it complies with the statutory goals and is aimed at achieving them. Entrepreneurial activity involves the creation of business entities or participation in them. The founders of the fund are not liable for its obligations, and the fund is not liable for the obligations of its founders. When a foundation is liquidated, its property is used for statutory purposes.

Institutions

Institutions are organizations created by owners to solve socio-cultural, managerial or other non-profit problems. Examples of such organizations are educational institutions, social protection, culture and sports, as well as state and municipal authorities.

Institutions are partially or fully financed by the owner. The owner assigns property to institutions with the right of operational management.

Institutions are liable for their obligations at their disposal in cash. If these funds are insufficient, the deficit is covered by the owner.

Associations of legal entities

Associations of legal entities are voluntary associations and unions of commercial or non-profit organizations. Such associations are non-profit organizations.

Associations of commercial organizations are created by agreement between participants to coordinate their business activities, as well as protect and represent common property interests. The association of non-profit organizations represents unions and associations public organizations and institutions.

Members of an association of legal entities retain their full independence and rights as a legal entity. The association of legal entities becomes the owner of the property and membership fees transferred to it by the founders. This property may be used by the association only for its statutory purposes. The property of the association is transferred for the same purposes upon its liquidation.

An association of legal entities is not liable for the obligations of its members. Members of the association bear responsibility for its obligations as determined by the organization’s charter.

Members of associations have the right to use their services free of charge. IN economic sense the concept of organization - legal entity in some cases corresponds to the concept of enterprise. As already mentioned, an enterprise is a property complex used for business activities. Any professional entrepreneurial activity can be carried out on the basis of the enterprise. commercial activity– production, credit and financial, trade, intermediary, insurance, etc. Depending on the form of ownership of the founders, enterprises can be private, state, or municipal.

Enterprises can be created either by legal or individuals. In the latter case, they usually talk about an individual private enterprise (IPE).

The law provides for the right of citizens to engage in entrepreneurial activities without forming a legal entity, as so-called individual entrepreneurs. TO individual entrepreneurs As a rule, the legislation for commercial organizations applies.

All existing organizations are divided into two main groups: commercial and non-profit. Each of the presented forms operates on the basis of current legislation, while pursuing different goals. What a commercial organization is, the formation of its finances and the main differences from a non-profit organization will be discussed in the article.

The essence of a commercial organization

A commercial organization (CO) is a legal entity whose main purpose is to generate profit and distribute it among all participants.

In addition, KO has the features inherent in legal entities:

• the presence of separate property in ownership, economic management or operational management;
• possibility of renting out property;
• fulfillment of obligations on the basis of property owned by them;
• acquisition, exercise on behalf of property of various rights;
• appearance in court as a plaintiff or defendant.

Finance of a commercial organization

The finances of commercial organizations are the main link of the financial system. They cover most of the processes aimed at production, distribution, and use of GDP in monetary terms. There is another definition, according to which enterprise finance represents monetary or other relationships that arise in the implementation of different types entrepreneurship, as a result of the formation of personal capital, target funds, their use, and further redistribution.

From an economic point of view, CI finances are subject to grouping between the following individuals and groups:

• founders when creating an enterprise;
• organizations and enterprises in production, further implementation goods, works, services;
• divisions of the enterprise - when determining sources of financing;
• organization and employees;
• enterprise and higher organization;
• enterprise and CO;
• financial state system and the enterprise;
• banking system and enterprise;
• investment institutions and enterprises.

At the same time, CI finances have the same functions as state or municipal finance– control and distribution. Both functions are closely related.

The distribution function involves the formation of initial capital, its further distribution in such a way as to maximally take into account the interests of all economic divisions of the organization, producers of goods and the state.

The basis control function maintains records of expenses associated with the production and sale of products, monitors the procedure for the formation and distribution of funds.

The basis for financial management of commercial organizations is a certain financial mechanism, represented by the following elements:

• Financial planning is an indispensable condition for the existence of any enterprise. Planning is required not only when opening a CO, but also at the entire development stage. During planning, expected results and income are compared with investments, and the capabilities of the enterprise are identified;
• financial control over organizations whose form of ownership is non-state is carried out by state authorities in terms of fulfilling obligations to tax authorities, as well as when using funds from the state budget. This occurs when KOs receive sums of money in the form of state aid. Types of control – audit, on-farm;
• analysis of the implementation of forecasts and plans. The implementation of plans is not necessarily checked here. This analysis is more aimed at identifying possible reasons deviations of planned indicators from forecast values.

Modern classification of activities

The Civil Code of the Russian Federation defines the following forms of criminal codes:

• A business partnership is a joint venture in which the authorized capital is divided into shares among all its participants. Participants are liable for the company’s obligations with their own property;
• business company - an organization where the authorized capital is divided into shares between participants, but they are not liable for the obligations of the company with their property;
• production cooperative- an enterprise that unites on a voluntary basis citizens who take collective, personal, labor or other participation in activities and make share contributions;
• state or municipal unitary enterprise - an enterprise created by the state (municipal authorities). In this case, the enterprise is not vested with ownership rights to the property assigned to it.

According to Art. 50 of the Civil Code of the Russian Federation there is only a list of the above-mentioned commercial organizations. Therefore, without first amending this legal act, it will not be possible to introduce any other law on CR.

What is the difference between a for-profit organization and a non-profit?

First, we should briefly discuss the similarities between the two types of organizations.

There are not very many of them:

• both types of enterprises operate in a market environment, therefore, in the course of operation, they can act as sellers of goods, works or services, or their buyers;
• each such enterprise must earn monetary resources, manage funds, invest them in different directions;
• The goal of each enterprise is for income to fully cover current expenses. The minimum task is the ability to work without losses;
• Both organizations are required to maintain accounting records.

Thus, it can be argued that the operating principles of commercial and non-profit organizations are identical. However, there are quite a few criteria by which they differ from each other.

These are the main differences between the two types of enterprises. Another nuance is accounting. Non-profit organizations have much more complicated accounting, so their founders have to use the services of highly qualified accountants.