home › Sale of apartments › What is an OPF? Classification and examples of OPF. Organizational and legal forms of enterprises in the Russian Federation Organizational and legal forms of association organizations

What is an OPF? Classification and examples of OPF. Organizational and legal forms of enterprises in the Russian Federation Organizational and legal forms of association organizations

An entrepreneur can conduct two types of activities - commercial and non-commercial. Conducting commercial activities pursues the main goal - generating income. Non-profit activities have many purposes, the profit from which does not fall under the category of income.

Registration of commercial enterprises involves, first of all, interaction with tax authorities and social services, payments to which are made from income.

There are several organizational and legal forms (OPF) of commercial enterprises, the registration of which will allow the entrepreneur to conduct a completely legal business and be protected at the legislative level.

These are individual entrepreneurship (IP), a limited liability company (LLC), open and closed joint-stock companies (OJSC, CJSC).

Individual entrepreneur

An individual entrepreneur is the most common and simplest OPF, which can be registered by any capable adult citizen of the Russian Federation. In exceptional cases, stipulated by law, a teenager who has reached the age of sixteen can also register an individual entrepreneur. Registration of IP occurs without the formation of a legal entity.

The advantages of an individual entrepreneur are in simplified accounting, no need for a legal address. To register an individual entrepreneur, the Charter and the presence of authorized capital are not required.

The disadvantage of an individual entrepreneur is his liability to creditors with all his physical property.

Limited Liability Company

An LLC can be registered by one individual and a group of founders. To register an LLC, it is necessary to draw up a Charter, an authorized capital, which cannot be less than 10,000 rubles, and a legal address, which cannot coincide with the address of registration, but may not coincide with the address of the location of the actual production.

Members of an LLC are liable within their own share of the charter capital, which terminates with the liquidation of the enterprise.

Joint stock companies

For the registration of joint-stock companies, there are regulations on the amount of the authorized capital, which is between the participants of the joint-stock company through shares. The regulation also exists for the number of shareholders. In a CJSC, the number of participants cannot exceed 50 people. Otherwise, it becomes necessary to change the type of closed to an open joint-stock company or to transform into an LLC. Registration is similar to an LLC, only the registration of a JSC is supplemented by a clause on the issuance of a primary block of shares.

Both LLC and JSC are registered with the formation of a legal entity and can be liquidated or reorganized in accordance with the law. With regard to individual entrepreneurs, only termination of registration is possible; payments of individual entrepreneurs on debts are mandatory until they are fully repaid.

Any organization seeking to participate in the commercial, civil or political life of the state must be formalized. That is (YUL). But since different types of activities have their own differences and features, the organizational and legal forms of legal entities also differ.

Types of legal entity

The status of a legal entity is determined by Article 48 of the Civil Code of the Russian Federation. He suggests:

Separate property.
Acquisition of civil rights.
Opportunity to be represented in court.
Registration in the state register under one of the forms recognized by law.

It follows that in order to legitimize its existence, each association must choose a form that corresponds to the goals of its life.

There are several qualitative differences between legal entities. Here they are.

In relation to property:
- Private.
- State.
According to the objectives of the activity:
- Commercial production.
- Non-commercial.
According to the founders:
- Unitary (state) companies.
- The founders are only legal entities.
- Mixed composition.
In relation to participants in property rights:
- With real (absolute) right to property.
- With a liability (arising in connection with participation in the company) right to property.
- Without any right to property.
In relation to the right to own property:
- Own.
- Operational management.
- Business management.

The concept, functions, examples of types of legal entities are given in this video:

Organizational and legal forms of legal entities

Depending on this division, organizational and legal forms of divisions and companies are formed.

OPF YUL

Institutions

Participation in business development (reserve or target).
Implementation of charity or social programs (non-commercial).
investment programs.

Why accumulate funds and distribute them in accordance with the goals declared during the creation. The capital of the funds (and property) is formed by the participants on the basis of voluntary law.

OOO

The most common type of business entity. The main feature is the minimum risks for the participants, since in the case, the founders are liable only in the amount. Which is formed by the participants of the society during its creation. LLC can be:

(up to 50).
Established by individuals only.
Or legal entities of different forms of ownership.
Have a mixed membership.

Religious associations

Innovation activity.
Work not related to direct production.
And projects with a risky outcome.

Production cooperatives

Created by the founders for economic activities, the participants of which:

They contribute their shares or replace them with personal participation in the production of products.
Participate in the ownership of the enterprise in proportion to their contribution.
I make decisions only at the general meeting (with the exception of those delegated to the governing bodies).
They are responsible not only for the share, but also for personal property.

General partnerships

OPF, in which each member of the partnership is liable, regardless of the degree of his participation and the length of stay in the company. characterized by the ability to quickly attract third-party capital. The size of the contribution of the founders to the creation of the company is not limited, but the profit is divided in accordance with the amount of invested funds.

Faith partnerships

The composition of the participants of which is represented by two unequal categories:

Complete comrades. These are individual entrepreneurs or firms that are fully involved in the management of the partnership and can act on its behalf, but are liable with all personal property.
Limited partners. They make their financial contribution and receive part of the profits, but do not participate in the work of the partnership. Responsibility is only a contribution.

Companies with additional liability

In the case of the liability of the company's participants, in comparison with the LLC, it is strengthened, and extends to:

Own property.
In addition, they are liable for the debts of the company and co-founders in proportion to their shares.

Although such harsh measures are attractive to investors.

Non-public joint-stock companies

Or simply this form by the fact that the entire block of shares of the company is distributed only among the co-founders. That is:

They cannot bid.
But they can be resold among the founders through a regular transaction.
Decisions on revaluation, issue or reduction in the number of shares are taken at the general meeting.

The differences between commercial legal entities and non-commercial ones are described in this video:

Organizational and legal form

An economic entity is a form of an economic entity recognized by the legislation of a particular country, fixing the method of fixing and using property by an economic entity and its legal status and goals of activity arising from this.

Organizational and legal form- a way of fixing and using property by an economic entity and its legal status and business goals arising from this.

In the all-Russian classifier of organizational and legal forms (OKOPF) (OK 028-99 (as amended by amendment No. 1/99)) each legal form corresponds to a two-digit digital code, the name of the legal form, and the collection algorithm.

Classification of organizational and legal forms in the Russian Federation

There are the following types of organizational and legal forms of economic entities (hereinafter also OPF):

OPF of economic entities that are legal entities-commercial organizations

Partnerships
Society
Joint stock companies
Unitary enterprises
- Unitary enterprises based on the right of economic management
- Unitary enterprises based on the right of operational management
Other

OPF of economic entities that are legal entities-non-profit organizations

Public associations (including religious associations)
- Bodies of public initiative
Foundations (including public foundations)
Institutions (including public institutions)
Communities of Indigenous Peoples
Associations of legal entities (associations and unions)
Associations of peasant (farm) households
Horticultural, horticultural or dacha non-profit partnerships

OPF of economic entities without the rights of a legal entity

Ordinary partnerships

BTF examples

state and municipal institutions

The simplest name for the OPF of state institutions is FGU (federal) and GU (regional, Moscow and St. Petersburg). Sometimes the word “budgetary” is added to the OPF, for example, in the OPF forestry, correctional colonies. The name of the OPF may include the word "regional" and even the name of the subject of the Russian Federation: "Novosibirsk region", "city of Moscow", but not necessarily.

OPF of state institutions:

federal government agency
Regional State Institution (State Regional Institution), OSU
government agency
Federal state budgetary institution

Federal State Budgetary Institution of Science

Regional state budgetary institution
State budgetary institution of the Novosibirsk region
State budgetary institution of the city of Moscow
State budget institution
State (municipal) public institution

Educational, healthcare and cultural institutions have their own OPF names:

OPF of educational institutions:

Federal State Autonomous Educational Institution of Higher Professional Education
State educational institution of higher professional education
State educational institution of secondary vocational education
State educational institution
Municipal budgetary educational institution
Municipal preschool educational institution

OPF of military educational institutions:

Federal State Military Educational Institution of Higher Professional Education
State military educational institution of higher professional education

OPF of health care institutions:

Federal Public Health Institution
Public Health Institution
Municipal Health Institution

OPF of cultural institutions:

Federal State Institution of Culture
State Budgetary Institution of Culture of the Sverdlovsk Region
State institution of culture of the city of Moscow

Unusual OPFs:

Regional state educational institution for orphans and children left without parental care
State Special Rehabilitation Educational Institution of Secondary Vocational Education - College for the Disabled
Federal State Educational Institution of Secondary (Complete) General Education "Astrakhan Suvorov Military School of the Ministry of Internal Affairs of the Russian Federation"- does not have an indication of "military".

state and municipal unitary enterprises

OPF of unitary enterprises:

Federal State Unitary Enterprise
State Regional Unitary Enterprise
State unitary enterprise
Municipal unitary enterprise

Sources

Chapter 4
Federal Law No. 82-FZ of May 19, 1995 "On public associations"
Decree of the State Standard of the Russian Federation of March 30, 1999 N 97(as amended on 06/09/2001) "On the adoption and implementation of all-Russian classifiers" (together with the "all-Russian classifier of forms of ownership" OK 027-99)

Links

The choice of the organizational and legal form of the enterprise - an article by Doctor of Economics, Professor Adukov

Wikimedia Foundation. 2010 .

Las Casas, Bartolome de
Victor Emmanuel II

See what "Organizational and legal form" is in other dictionaries:

Organizational and legal form- The legal form in which the registration and activities of a legal entity are carried out. Examples of organizational and legal forms are an open joint stock company, a closed joint stock company, a limited partnership, a limited company ...

FORM OF OWNERSHIP ORGANIZATIONAL AND LEGAL- Organizational form of ownership of the means of production, enshrined in national legislation Glossary of business terms. Akademik.ru. 2001 ... Glossary of business terms

Legal form of activity- organizational and managerial form of activities of authorized entities. Its legal essence is that it is based on the prescriptions of law and always entails the onset of certain legal consequences. Unlike actual... Theory of state and law in schemes and definitions

FORM OF OWNERSHIP, ORGANIZATIONAL AND LEGAL- organizational form of ownership of the means of production enshrined in national legislation ... Big Economic Dictionary

Legal system- This article or section needs to be revised. Please improve the article in accordance with the rules for writing articles ... Wikipedia

Joint stock companies- The organizational and legal form of an enterprise that, for its obligations to creditors, is liable only for the property that belongs to it. Shareholders do not bear any responsibility to creditors, they only risk ... Terminological dictionary of a librarian on socio-economic topics

General partnership- Organizational legal form of a commercial organization. A partnership is recognized as full, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and ... ... Vocabulary: accounting, taxes, business law

MEETING OF THE FEDERATION COUNCIL- organizational and legal form of consideration by the upper chamber of the Federal Assembly of issues referred by the Constitution of the Russian Federation to its jurisdiction. The regulations of the Federation Council provide that the chamber holds meetings from September 16 of the current to 15 ... ... Encyclopedic Dictionary "Constitutional Law of Russia"

Non-Profit Organizations are created for other purposes and do not pursue profit as the main goal of their activities. Such goals, as a rule, include: social, cultural, educational, spiritual, charitable and other types of goals. Non-profit organizations have the right to engage in entrepreneurial activities only if this activity is aimed at achieving the goals of the organization.

Properties of business partnerships and companies

Business partnerships and companies are recognized as corporate commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). The property created at the expense of the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activity, belongs to the business partnership or company by the right of ownership. As a rule, the scope of rights and responsibilities of the organization's participants is determined in proportion to their shares in the authorized capital.

In addition to the general features presented above, there are fundamental differences between business partnerships and companies.

Member Responsibility . The participants in the partnership are liable for its debts with all their property, which may be levied. The participants of the company are not liable for the debts of the company and are liable for its obligations within the limits of their shares.

List of participants . Only individual entrepreneurs or commercial organizations can become members of the partnership. Members of a business partnership can be both organizations and individuals.

Change of membership . In economic societies, this is much easier. Any participant can leave the company or sell his share, while the company continues to function.

To withdraw from the partnership, it is required to declare this at least 6 months before the withdrawal. In case of withdrawal, the participant is paid the value of his share in the property of the partnership, unless otherwise provided by the constituent agreement. Upon withdrawal of any of the participants, the partnership ceases to operate, unless otherwise provided by the founding agreement or agreement of the remaining participants.

Organization of activities . The partnership is run by the members themselves. The organization of the company's activities is carried out through its management bodies. For a company, the main constituent document is the charter, for a partnership it is an agreement.

Types of business partnerships

The types of business partnerships include: general partnership and limited partnership.

General partnership- a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for the obligations of the organization with their property.

Please note that a participant in a general partnership that is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. A participant who has left the partnership shall be liable for the obligations of the partnership that arose prior to the moment of his withdrawal, along with the remaining participants, within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

A general partnership requires a minimum of two members, each of whom can only be a member of one partnership. Profit allocated to dividends is distributed among general partners in proportion to their shares in the share capital.

We can safely say that participation in a general partnership implies too high a responsibility for its participants. Any wrong decision threatens with serious consequences, even if you have already left the composition of its participants.

Faith partnership(limited partnership) - a partnership in which, along with participants carrying out entrepreneurial activities on behalf of the partnership and liable for the obligations of the partnership with their property (general partners), there are one or more participants - investors (limited partners) who bear the risk of losses associated with the activity partnerships, within the limits of the amounts of contributions made by them and do not take part in the implementation of entrepreneurial activities by the partnership.

As we noted earlier, only individual entrepreneurs or commercial organizations can be general partners. While both legal entities and citizens can act as contributors. A limited partnership requires at least one general partner and one contributor, with no maximum limit.

Profit allocated to dividends is distributed among general partners and investors in proportion to their shares in the share capital. First of all, dividends are paid to depositors, however, the amount of dividend per unit of contribution for general partners cannot be higher than for depositors.

Thus, business partnerships can attract a significant amount of capital, since the composition of its participants is unlimited. The joint and several subsidiary liability of its participants is an advantage for creditors, but creates high risks of doing business. The management of a general or limited partnership requires a high level of trust and agreement on fundamental issues, otherwise the management of the organization will be difficult.

Currently, business partnerships are used extremely rarely. The principles of creation and management of business partnerships are described in the Civil Code of the Russian Federation, Articles 66-86.

Types of business companies

Economic companies are one of the main forms of business organization in Russia. These include: a limited liability company, an additional liability company and a joint stock company.

Limited Liability Company(LLC) - a legal entity established by one or more persons, the authorized capital of which is divided into certain shares (the amount of which is established by the constituent documents). Members of an LLC bear the risk of loss only to the extent of the value of their contributions.

In practice, LLC is the most popular form of business organization in Russia, largely because it avoids the main disadvantages of partnerships. First, the liability for the obligations of the organization is limited by the size of its authorized capital. Secondly, the process of leaving society is easier. At the same time, the former participant may not only sell his share, but also demand payment of the value of a part of the property corresponding to his share in the authorized capital, if this is provided for by the charter. Accordingly, if the value of the property of the LLC has increased, then the participant leaving it will receive not only his initial contribution, but also an increased share in the property.

In addition, an LLC is characterized by the fact that operational management in a company (unlike partnerships) is transferred to an executive body, which is appointed by the founders either from their own number or from among other persons. The members of the company retain the rights to strategic management of the company. These measures reduce differences of opinion in the management of the organization.

Limited Liability Companies Federal Law No. 14 and Articles 87-94 of the Civil Code of the Russian Federation are regulated. In one of the previous articles, we examined one of the forms of business management without forming a legal entity. In our opinion, an individual entrepreneur, along with an LLC, is one of the best forms for starting a business.

Additional Liability Company(ODO) - a company whose authorized capital is divided into shares determined by the constituent documents. ALC participants bear subsidiary (full) liability for its obligations with their property in the same multiple for all to the value of their contributions to the authorized capital. For example, the authorized capital of an ALC is 50 thousand rubles. The charter determines that the company bears an additional five-fold liability. This means that if the property of the company is insufficient, creditors can receive up to 250 thousand rubles from participants.

In practice, an additional liability company was rarely met, therefore, in 2014 they were abolished. Previously created ALCs are subject to the provisions of the Civil Code governing the activities of LLCs, with the exception of liability for obligations.

Joint-stock company(JSC) is a company whose authorized capital 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 value of their shares.

It should be noted that previously joint-stock companies were usually divided into open and closed. However, since 2014, new designations have been introduced: public joint stock company(PJSC) and non-public joint-stock company(AO).

A public joint-stock company is a joint-stock company whose shares can be freely traded on the market. A non-public JSC is a joint-stock company whose shares are distributed only among the founders or a predetermined circle of persons. In addition to the above, there are several other differences between PAO and JSC.

Authorized capital . The minimum authorized capital for a PJSC is higher than for a JSC and amounts to 100 thousand rubles. For a non-public company, its size is 10 thousand rubles.
Acquisition of shares by shareholders . Shareholders of a joint-stock company are provided with the right of pre-emption to buy shares of the company from other shareholders. PJSC shareholders acquire new shares on a general basis.
Publication of statements . A public joint stock company is obliged to publish annual reports on the official resources of the company. The correctness of the reporting is checked by audit companies. This requirement is necessary for investors to understand the financial condition of the business. A non-public joint-stock company, as a rule, may not disclose its own financial statements.

The activity of joint-stock companies is one of the most strictly regulated by law. Among the main laws, articles 96-104 of the Civil Code of the Russian Federation, as well as Federal Law No. 208 "On Joint Stock Companies" can be distinguished. In one of the following articles, we will compare joint-stock companies and limited liability companies in more detail.

So, we see that business companies provide entrepreneurs with a wider range of opportunities not only in raising funds, but also in managing the company. Joint-stock companies and limited liability companies allow founders and investors to limit their losses in case of problems with the company, while still providing ample opportunities to generate income.

Production cooperatives and unitary enterprises

Production cooperative(artel) - a voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and the association of property shares by its members. The charter of a production cooperative may also provide for the participation of legal entities in its activities. The minimum number of members to form a cooperative is five.

Members of a production cooperative bear subsidiary responsibility and are divided into those who take and those who do not take personal labor participation in the activities of the PC. The profit of the cooperative is distributed among its members in accordance with their labor participation and contributions to the share fund of the cooperative. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors are distributed in the same manner.

The minimum size of the share fund of a production cooperative is not established by law. However, at least 10% of their share contributions, members of the cooperative are required to pay before the state registration of the cooperative, and the rest - within one year from the date of registration. Contributions to a mutual fund may be made in cash, securities, other property, intangible assets.

One of the main advantages of production cooperatives is tax optimization: you can switch from a general to a simplified taxation system with any number of PC members, as well as reduce the amount of insurance premiums paid and increase salaries for employees. Other advantages are: an unlimited number of members, equal rights in management, etc.

But there are also disadvantages, among them: the subsidiary liability of PC members, the pooling of labor contributions, not capital, which can create problems in determining the real contribution of each participant, especially for a complex commercial structure.

Issues of the legal status and features of the PC are regulated by Article 106 of the Civil Code of the Russian Federation, as well as federal law No. 41-FZ “On production cooperatives”.

unitary enterprise- a commercial organization that is not endowed with the right of ownership of the property assigned to the owner. The property of a unitary enterprise is indivisible and cannot be distributed by contribution (shares, shares), including among the employees of the enterprise. In the form of unitary enterprises, only state and municipal enterprises can be created that are liable for their obligations with all their property, but are not liable for the obligations of the owner of his property.

State (state) enterprise - a unitary enterprise based on the right of operational management and created on the basis of property that is in federal (state) ownership. A state-owned enterprise is created by decision of the Government of the Russian Federation.

municipal enterprise - a unitary enterprise based on the right of economic management and created on the basis of state or municipal property. It is created by the decision of the authorized state body or local self-government body.

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

The right of economic management is wider than the right of operational management, i.e. an enterprise operating on the basis of the right of economic management has greater independence in management. The legal status of unitary enterprises is determined by Articles 113-114 of the Civil Code of the Russian Federation and Federal Law No. 161-FZ “On State and Municipal Unitary Enterprises”.

This concludes our consideration of the forms of commercial organizations in Russia. Next, let's talk about non-profit organizations and doing business without forming a legal entity.

Non-Profit Organizations

As mentioned earlier, non-profit organizations, firstly, do not pursue profit as the main goal of their activities. And, secondly, they do not distribute the profit (if it was nevertheless received) between the participants. In Russia, there are quite a few different forms of NGOs, let's consider the main ones.

consumer cooperative- a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by combining its members with property shares. Provides two types of membership: member of the cooperative (with the right to vote); associate member (has the right to vote only in certain cases provided for by law).

Fund- an organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The right to engage in entrepreneurial activities to achieve their goals (including through the creation of economic companies and participation in them).

institution- an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part. This is the only type of non-profit organizations that have property on the basis of the right of operational management.

Association (union)- a voluntary association of legal entities established in order to coordinate business activities and protect their property interests. Association members retain their independence and have the right to join other associations.

There are other types of public organizations: public and charitable organizations, non-profit partnerships, religious organizations, etc. All these organizations are created either to achieve “lofty” goals, or to protect and coordinate the activities of citizens and organizations.

A complete list of non-profit organizations is presented in Art. 123 of the Civil Code of the Russian Federation.

Business without formation of a legal entity

There are two types of entrepreneurial activity without forming a legal entity: individual entrepreneurs and simple partnerships.

Individual entrepreneur(IP) - an individual registered in the manner prescribed by law and carrying out entrepreneurial activities without forming a legal entity, while having many of the rights of legal entities. Sole proprietorship has a lot of advantages, especially for start-up entrepreneurs: the sole proprietorship registration procedure is faster and easier, simplified reporting is possible, liability and fines are much lower, and much more. We discussed the pros and cons of IP in more detail in previous articles.

simple partnership is a form of activity carried out by persons who undertake to act jointly without creating a legal entity in order to achieve a specific goal that does not contradict the law. Only commercial companies and individual entrepreneurs can be parties to a partnership.

In order to carry out joint activities, partners make contributions in the form of: property, property rights, cash, securities; skills, knowledge, business connections, business reputation, etc. The amount and type of contribution made by each partner is determined by the specific goals of joint activities, the capabilities of each of the partners and their agreements among themselves.

A simple partnership, for all the complexity of its application, is a unique tool that allows not only to combine several companies with the goal of achieving a joint result, but also to be flexible enough to regulate the tax consequences of the activities of each of the partners. This type of organizational and legal form is regulated by Chapter 55 of the Civil Code of the Russian Federation.

Thus, we have considered all organizational and legal forms of enterprises in Russia. They differ in the goals of creation, responsibility for obligations, opportunities for attracting investments, etc. Below is a summary table for all types of organizations in Russia. And in one of the following articles we will talk about foreign forms of doing business.

Table of organizational and legal forms of enterprises

Useful resources:

Knowledge of what the organizational and legal forms of a legal entity are will be needed first of all by those who decide to open their own business. Having received information about what they are like, it is easier for a future businessman to determine which form is suitable for him to create his own company.

Page content

Before choosing a legal form, it is necessary to decide on the following questions:

How will the company be financed? Whether it will be necessary to attract investors or only the owner will invest in the company.
Does the owner want to run the business on his own or hire a director, accountant and other employees?
How big will the business be, what is the expected monthly and annual turnover?
Which settlement with counterparties is preferred: cash or non-cash?
Is it possible to sell the business in the future?

The form of doing business depends on the solution of these issues, as well as the number of reporting forms and the frequency of their submission.

What is the legal form of the enterprise

Before proceeding to the consideration of organizational and legal forms, it is necessary to understand what it is.

Organizational and legal forms of a legal entity (OPF) are forms of activity that are directly enshrined in the legislation of the country and determine the rights, obligations and procedure for disposing of the assets of a legal entity.

The main criteria by which legal entities are classified are:

Activity goals.
Forms of ownership.
Participant rights.
The composition of the owners.

The Civil Code of the Russian Federation includes two main forms of doing business:

Commercial companies. The main goal that they pursue in the course of their activities is to make a profit that the owners of the company distribute among themselves.
non-profit organizations. They are not created for profit, and if profit does arise, it is not distributed among the founders, but spent on statutory purposes.

Classification of commercial organizational and legal forms

Organizational legal forms of commercial organizations, in turn, are also divided into several types:

Business partnerships - there are full and based on faith (Article 69.82 of the Civil Code of the Russian Federation). The difference between them is in the degree of responsibility of the comrades (participants). In a full society, they are liable for the obligations of the society with all their property, and in a faith-based (limited) society - only within the limits of their contributions.
Business companies (Articles 87, 96 of the Civil Code of the Russian Federation) - joint-stock companies (JSC). The capital of an LLC consists of the contributions of the participants and is divided into shares, while in a joint-stock company the capital is divided into a certain number of shares.
Production cooperatives (Article 106.1 of the Civil Code of the Russian Federation) - citizens unite in such organizations voluntarily on the basis of membership and share contributions. Such cooperatives are based on the personal labor of their members.
Economic partnership - is quite rare and is practically not mentioned in the Civil Code of the Russian Federation, it is regulated by a separate law No. 380-FZ.
Peasant farming (Article 86.1 of the Civil Code of the Russian Federation) is an association of citizens for farming. It is based on their personal participation in business and property contributions.

To commercial structures in accordance with Art. 113 of the Civil Code of the Russian Federation also includes unitary organizations, which are of two types:

state;
municipal.

Important! The property of unitary enterprises is recognized as indivisible and cannot be distributed in the event of their liquidation.

Classification of forms of non-profit organizations

The organizational and legal forms of non-profit organizations assume that the monetary profit received in the course of their activities goes to the implementation of the statutory goals and objectives, often these are social, educational or humanitarian goals. Non-profit organizations have the great advantage of being exempt from most taxes. This is readily used by businessmen.

It is beneficial to establish non-profit forms of organization in the areas of education, the media, and communities of interest. They are such widows:

A consumer cooperative (Article 123.2 of the Civil Code of the Russian Federation) is not a forced association of people and their property for the implementation of entrepreneurial activities, joint projects.
Public and religious organizations (Articles 123, 26, 123.4 of the Civil Code of the Russian Federation) are a united group of people who have united in their own way to satisfy non-material needs (for example, spiritual, political, professional, etc.).
Foundation (123.17 of the Civil Code of the Russian Federation) - does not have a membership, an organization established by legal entities and / and citizens, which exists thanks to voluntary contributions. Such an organization can be liquidated only by a court decision. May have goals: charitable, cultural, social, educational.
The Association of Real Estate Owners (Article 123.12) - unites the owners of apartments and other buildings, including cottages and land plots that are in common use.
Association and Union - based on membership, created to represent common interests, including socially useful and professional.
Cossack societies - are regulated by separate legislation (No. 154-FZ). Created for voluntary service.
Communities of indigenous peoples of the peoples of the Russian Federation of small numbers (Article 123.16 of the Civil Code of the Russian Federation) - such communities are created in order to protect the original habitat and preserve the traditions of nationalities.
Institutions (Article 123.21 of the Civil Code of the Russian Federation) - are created for managerial, social or cultural purposes.
Autonomous non-profit organizations (Article 123.24 of the Civil Code of the Russian Federation) - involves the provision of services in the field of education. medicine, culture, science, etc.

All information about each of the forms of management, as well as their pros and cons, we systematized in the table:

Name of OPF	Short title	Definition
Commercial organizations		Organizations whose main goal is to make a profit and distribute it among the participants
Business partnerships		Commercial organizations in which contributions to the share capital are divided into shares of the founders
General partnership	Fri	A partnership whose participants (general partners) on behalf of the partnership are engaged in entrepreneurial activities and are liable for its obligations not only with their contributions to the share capital of the PT, but also with their property
Faith partnership	TNV	A partnership in which, along with general partners, there is at least one participant of a different type - a contributor (limited partner) who does not participate in entrepreneurial activities and bears risk only within the limits of his contribution to the share capital of TNV
Business companies		Commercial organizations in which contributions to the authorized capital are divided into shares of the founders
Limited Liability Company	OOO	A business company, the participants of which are not liable for its obligations and bear the risk only within the limits of their contributions to the authorized capital of the LLC
Additional Liability Company	ODO	A business company, the participants of which jointly and severally bear subsidiary (full) liability for its obligations with their property in the same multiple for all of the value of their contributions to the authorized capital of the ALC
Public corporation	JSC	A business company, the authorized capital of which is divided into a certain number of shares, the owners of which can alienate their part without the consent of other shareholders. Shareholders bear risk only to the extent of the value of their shares
Closed Joint Stock Company	Company	A joint-stock company whose shares are distributed only among its founders or other predetermined circle of persons. Shareholders of a CJSC have a pre-emptive right to acquire shares sold by its other shareholders. Shareholders bear risk only to the extent of the value of their shares
Subsidiary economic company* (a subtype of a business company, not an OPF)	DRL	A business company is recognized as a subsidiary if the decisions it makes, due to one circumstance or another, are determined by another business company or partnership (predominant participation in the authorized capital, according to an agreement or otherwise)
Dependent economic company* (a subtype of a business company, not an OPF)	ZHO	A business company is recognized as dependent if another company has more than 20% of the voting shares of a joint-stock company or more than 20% of the authorized capital of a limited liability company (LLC)
Production cooperatives		Voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and association by its members of property share contributions (to the cooperative's share fund)
Agricultural artel (collective farm)	SPK	A cooperative created for the production of agricultural products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (has the right to vote only in certain cases provided for by law)
Fishing artel (collective farm)	PKK	A cooperative established for the production of fish products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (the right to vote is vested only in certain cases provided for by law)
Cooperative farm (koopkhoz)	SKH	A cooperative created by the heads of peasant farms and (or) citizens running personal subsidiary farms for joint activities in the production of agricultural products based on personal labor participation and the combination of their property shares (land plots of peasant farms and private household plots remain in their ownership)
Unitary enterprises		A unitary enterprise is recognized as an enterprise that is not endowed with the right of ownership of the property assigned to it by the owner. Only state and municipal enterprises can be unitary
State (state) enterprise	GKP	A unitary enterprise based on the right of operational management and created on the basis of property that is in federal (state) ownership. A state-owned enterprise is created by decision of the Government of the Russian Federation
municipal enterprise	MP	A unitary enterprise based on the right of economic management and created on the basis of state or municipal property. It is created by decision of the authorized state body or local self-government body
Peasant (farm) economy* (not an OPF)	KFH	The legal form of the organization of agricultural production, the head of which, from the moment of its state registration, is recognized as an individual entrepreneur, is vested with the right to make all decisions on its management, and bears full responsibility for its obligations. Within the framework of the KFH, its members unite their property, take part in its activities by personal labor. For the obligations of the KFH, its members are liable within the limits of their contributions
Non-Profit Organizations		Organizations that do not pursue the goal of making a profit and do not distribute the profits received among the participants
consumer cooperative	PC	Voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by pooling property shares by its members. Provides 2 types of membership: member of the cooperative (with the right to vote); associate member (has the right to vote only in certain cases provided for by law)
Public and religious organizations		Voluntary association of citizens on the basis of common interests to meet spiritual or other non-material needs. The right to carry out entrepreneurial activities only to achieve the goals of the organization. Participants do not retain ownership of the property transferred to the organization
Funds		An organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The right to engage in entrepreneurial activities to achieve their goals (including through the creation of business companies and participation in them)
Institutions		An organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part
Associations of legal entities		Associations (unions) created by legal entities in order to coordinate business activities and protect their property interests. Members of the association retain their independence and the rights of a legal entity

Which OPF to choose

The most common business forms are LLC and JSC.

Limited Liability Company LLC

The organizational and legal form of an LLC is a company whose capital consists of contributions from its participants, they do not bear the risk of losses associated with activities in the amount of their contributions.

Advantages:

It is easier to create an LLC than other OPF legal entities.
The liability of the founders is limited by the size of their contributions.
The minimum amount of authorized capital provided by law is relatively small.
As legal entities, LLCs can use bank loans, while their conditions are more beneficial than for.
By choosing special forms of taxation, an LLC can work without an accounting report (or maintain it in a simplified way) and pay taxes according to.
Selling a business is very simple, just change the composition of the founders.

Flaws:

Difficult to resolve disagreements between several founders are not excluded.
More funding is needed to create an LLC than for an individual entrepreneur.
Closing an LLC is more difficult than an individual business (IP), often it takes more than one month.
Important decisions require the consent of all founders.

Limited Liability Organizations are suitable for medium-sized companies planning large bank account turnovers and raising debt capital.

This article talks about typical ways to resolve legal issues, but each case is individual. If you want to know how to solve your particular problem - contact our consultant for FREE!

Joint Stock Company (JSC)

According to the Civil Code of the Russian Federation, a joint-stock company has an authorized capital, which is divided into a certain number of shares. Each shareholder has the right to expect to receive dividends and participate in the management of the company

A joint-stock company must necessarily keep accounting records, and they must be published in the public domain. Each issue of shares is registered in a special register. There is also a need to maintain a register of shareholders. The AO must have a qualified lawyer and accountant to track any changes in legislation, in order to avoid violations, because this promises large fines.

AO is in a more protected position from raider takeovers than LLC. Withdrawal from the founders of a joint-stock company is simple - you need to sell your shares.

This form of management is suitable for large businesses - manufacturing and construction companies, banks and financial institutions.

Individual entrepreneurship

You can do business without forming a legal entity. This form of economic activity includes individual entrepreneurship (IP). This form of activity is simple and beneficial for small and medium-sized businesses.

Private entrepreneurship has its advantages and, of course, disadvantages that you need to know and consider:

IP advantages:

Easiest or the same as other forms of doing business.
Opening an IP involves minimal costs.
Accounting is not needed or assumes a simplified form.
Tax can be paid on .
There is only one business owner – the entrepreneur.

Flaws:

The owner bears absolute responsibility for all his property.
It is difficult for an individual entrepreneur to get a loan for a business.
Legal consolidation or separation of capital between partners is difficult to implement.
It is often necessary to pay taxes even when the activity is not carried out or results in losses.
Some contractors prefer to work with legal entities.

Conducting this form of activity prevails among market traders, small shops, salons for the provision of any services to the population (for example, hairdressers) or online stores.

Amendments made to the Civil Code of the Russian Federation affecting organizational and legal forms

On September 1, 2014, there were major changes in the Civil Code of the Russian Federation, which significantly changed the classification of OPF:

Now there are no additional liability companies. Their creation is no longer allowed in accordance with the requirements of Art. 66 of the Civil Code of the Russian Federation.
Significant changes have not been made to the LLC, now this company is merged with the ALC.
New concepts appeared: unitary and corporate enterprises. In corporate, founders can participate in management and be elected to management bodies (for example, LLC, JSC, etc.) In unitary, the founder is the state or municipality (SUE, MUP).
Closed and open joint-stock companies were replaced by public (PJSC) and non-public (JSC).

Joint-stock companies that exist as closed and open do not have to re-register OPF under the new rules. At the same time, when making changes to the constituent documents for the first time, they must be brought into line with the new norms of the Civil Code.

The most popular form of management - LLC remained unchanged.

Information about the OPF and changes in legislation related to the creation of enterprises of various forms of ownership must be owned in order to choose the organizational and legal form of activity that is beneficial for you.

Popular in category: