Economic partnerships and societies briefly. Business partnerships and companies. The benefits of partnerships are

Collective economic activity physical and legal entities in the territory Russian Federation most often takes the form of a business partnership or company. The key similarity of these legal entities is that their property is divided into contributions of the founders and formed in certain shares. However, there are differences between the various types of these legal entities, which make it possible to more accurately determine the nature and purpose of the existence of organizations.

Definition

Economic partnership is an association of individuals, the main purpose of which is to make a profit. The property of the company belongs to the whole organization on the right of ownership. A partnership may be full or limited. All members of the company are liable for the debts of their organization own property. At the same time, in a limited partnership there are general partners who have the right to manage, and limited partners (contributors) who are deprived of such a right.

Economical society is a commercial organization that owns equity property (capital), divided into contributions of participants. A legal entity conducts economic and economic activities aimed at making a profit. The organization may take the form of a company with additional (ALC) or limited (LLC) liability, a closed or open joint-stock company (CJSC or OJSC). Members of a legal entity are liable for the debts of the company only within the limits of their contributions.

Comparison

There are several fundamental differences between business companies and partnerships. They were formed due to certain traditions and are enshrined in regulatory legal acts. First, it concerns the members of legal entities. Organizations and citizens can be members of an LLC, OJSC or ALC, with the exception of a number of restrictions. Only private entrepreneurs or business entities can be participants in a partnership. Secondly, there is a difference in securing the debts of a legal entity. For the obligations of the partnership, the participants are liable with all their own property, for the debts of the business partnership - only within the limits of their share.

There is also a difference in approaches to managing an organization, freedom of exit from it. You can freely sell, donate, transfer your share in an LLC, OJSC or ALC. If we are talking about a business partnership, then in the general case only compensation is provided in case of withdrawal. Members of a full partnership may carry out the alienation of their share only with the consent of other participants in the organization.

Findings site

1. The composition of the legal entity. The association may be represented commercial organizations(private entrepreneurs and firms), in a business entity - any individuals and legal entities (within the framework of the law).
2. Control. The partnership is managed by its members by convening general meeting, the economic society creates its own administration.
3. Member Responsibility. For the debts of the partnership, its participants are liable with their own property. Members of a business partnership only bear losses within the limits of their contribution in the event of unprofitable activities of the enterprise.
4. Alienation of a share. A joint-stock company (with the exception of a CJSC) assumes the free disposal of shares or its part of the property. Getting out of a business partnership is much more difficult and sometimes can only consist in obtaining a share of its property.

Business partnerships and companies are a generic concept denoting several independent types of commercial legal entities, which have in common that their authorized (share) capital is divided into shares. This is what distinguishes business partnerships and companies from other commercial organizations.

These are the most common types of legal entities in commercial circulation, a common feature of which is, in accordance with Art. 66 of the Civil Code that their property is conditionally divided into shares, in which the obligations of the participants in relation to the legal entity are expressed:

• - to receive a share from the distribution of profits;
• - to receive a share of the value of property when a participant leaves a legal entity;
• - to receive a share of the liquidation balance;
• - to participate in the management of a legal entity.

The basic rights and obligations of participants in business partnerships and companies are enshrined in Art. 67 of the Civil Code, are imperative and can be supplemented by constituent documents.

Participants have the right:

• - to manage the affairs of the company in one form or another,
• - receive information about its activities,
• - participate in the distribution of profits
• - receive part of the property left after the liquidation of the legal entity.

Participants are required to:

• - participate in the formation of the company's property;
• - not to disclose confidential information about its activities.

The founding document of a partnership is the memorandum of association.

Since the partnership is created for the joint conduct entrepreneurial activity, only entrepreneurs and commercial organizations can be its full members, there is no such restriction for companies.

General partners bear unlimited joint and several liability for the obligations of the partnership, unlike other partners who bear limited liability; in connection with this, a person can be a general partner in only one partnership.

In order to protect the interests of creditors of economic companies, the participants of which bear limited liability, the law regulates more strictly the issues of formation authorized capital company, its changes, maintaining the company's assets at a level not less than the authorized capital;

The number of participants in a partnership, as a rule, is small, and their relations are of a personal-confidential nature: decisions are made on the basis of mutual consent, there is no system of governing bodies, and the partnership's affairs are conducted by the participants themselves.

The company has a system of governing bodies established by its constituent documents on the basis of the law: decision-making and the conduct of the affairs of the company are carried out by its management bodies on the basis of the powers granted to them by law and the constituent documents of the company.

AT legal regulation societies, the weight of imperative norms is quite high; partnerships are governed mainly by dispositive norms.

General partnership according to Art. 69 of the Civil Code is a business partnership, the participants of which are jointly and severally liable for its obligations with all their property.

General partnership according to Art. 70 of the Civil Code arises on the basis of a constituent agreement between the participants.

Management of the partnership according to Art. 71 of the Civil Code is carried out in the manner in which decisions are made by all participants unanimously, unless otherwise provided by the agreement. The conduct of business is carried out by each of the participants, or by all the participants jointly, or by some of them, who in these cases have the right to act without a power of attorney, and the remaining participants have the right to represent the partnership only on the basis of a power of attorney.

Changing the personal composition of participants in accordance with Art. 76 of the Civil Code, i.e. their exit, exclusion, loss of legal capacity by a citizen, liquidation or reorganization of a legal entity, as well as a change in their property status, i.e. declaring bankrupt, foreclosing a share in the capital, as a general rule, entails the liquidation of a full partnership, unless otherwise provided by the agreement.

A retired comrade according to Art. 75 of the Civil Code is liable for the obligations of the partnership that arose before its retirement, within 2 years from the date of approval of the report for the year in which it retired.

Basic rights and obligations of participants in economic companies and partnerships in general view and can be supplemented in constituent documents. Participants have the right to manage the affairs of the company in one form or another, receive information about its activities, participate in the distribution of profits and receive part of the property left after the liquidation of the enterprise (the so-called liquidation balance). At the same time, they are obliged to participate in the formation of the property of the enterprise and not to disclose confidential information about its activities. The norms of the Civil Code are imperative in nature, therefore it is impossible to deprive a participant of any of the listed rights or release from obligations.

A business partnership, the participants of which jointly and severally bear subsidiary (additional) liability for its obligations with all their property, is called a general partnership. It arises on the basis of an agreement between several participants (general partners), which can only be entrepreneurs - individual or collective.

The legislator distinguishes between the cases of managing a general partnership (and conducting the affairs of a partnership. The management of a partnership is carried out on the basis of decisions taken by all participants unanimously or by a majority vote (if the latter is provided for by the memorandum of association). Conducting business, i.e. representing the interests of a general partnership in circulation, as a general rule, is carried out by each of the participants.In this case, a general partnership as a legal entity has several independent and equal bodies (according to the number of participants).The memorandum of association may establish other schemes of the bodies of a full partnership, for example: the conduct of business by all participants jointly (one collegial body ) or some of them (one or more sole bodies).It is important to note that the listed options organizational structure partnerships cannot be applied simultaneously. Therefore, the assignment of conducting business of a general partnership to one of the participants deprives the rest of the rights to represent the interests of the company without a power of attorney.

Legislative regulation of the size of the share capital of a general partnership is only relevant for its registration. In the future, neither a decrease in the share capital, nor even its complete loss, entail dramatic consequences. This is not surprising, since the claims of the partnership's creditors can be satisfied at the expense of the property of its participants.

A general partner is prohibited from acting in a similar capacity in more than one enterprise. By the way, this rule, which is unusual for most foreign legislation, was established in the interests of the partnership's creditors. To protect the interests of the partners themselves, a prohibition is provided for a participant to make, without the consent of others, transactions similar to those made by the partnership, that is, to compete with it.

A change in the personal composition of participants (withdrawal, expulsion, death or loss of full legal capacity by a citizen, recognition of him as missing, liquidation or forced reorganization of a legal entity), as a general rule, entails the liquidation of a full partnership. Other may be provided by the founding agreement or agreement of the remaining participants. A change in the property status of a participant has similar consequences - declaring him bankrupt or foreclosing by creditors on his share in the share capital.

Being by its nature an association of persons, a general partnership cannot consist of a single participant and, if this happens, it must be transformed into a business company or liquidated.

A business partnership consisting of two categories of participants: general partners (complementary partners), jointly and severally bearing subsidiary liability for its obligations with their property, and fellow contributors (limited partners) who are not liable for the obligations of the enterprise, is called a limited partnership (or limited partnership).

Similarly to a general partnership, the company name of a limited partnership must contain the names (names) of all or at least one general partner (in the latter case - with the addition of the words - "... and the company").

According to the Civil Code, fellow contributors may not even participate in the signing of the memorandum of association, i.e. the principle of anonymity of limited partners is respected. The relations of fellow contributors and general partners must be regulated by an agreement. And if this is not a memorandum of association, then it must be some other, conditionally called an agreement on participation in a partnership. Such a legal structure, indeed, allows you to keep the absolute secret of the identity of the limited partner (even from the state), but still it seems extremely contradictory.

A limited partnership, as it were, includes two relatively independent structures: a general partnership and a group (or one) of fellow contributors. On the one hand, limited partners are completely excluded from participating in the management and conduct of business of the partnership. On the other hand, they dispose of their deposits completely independently of full comrades. Distinctive feature The rights of the limited partner to the property of the partnership lies in the fact that when leaving the enterprise, he has the right to claim only the return of his contribution, and not to receive an appropriate share in the property of the company. However, in the event of liquidation of the company, the partner-contributor participates in the distribution of the liquidation balance on an equal basis with general partners.

The grounds for the liquidation of a limited partnership have significant specifics. In particular, a limited partnership is preserved if at least one full partner and one limited partner remain in it (part 2, clause 1, article 86 of the Civil Code). This means that in all cases of changes in the personal composition of participants, the partnership, as a general rule, continues to exist.

In the part that does not affect the legal status of limited partners, a limited partnership is similar to a general partnership, therefore everything said about general partnerships also applies to limited partnerships (see paragraph 5 of article 82 of the Civil Code).

A commercial organization, the authorized capital of which is divided into shares of certain sizes, formed by one or more persons who are not liable for its obligations, is called a limited liability company.

The founding documents of a limited liability company are the charter and memorandum of association (the latter cannot be concluded if there is only one member in the company). The corporate name of the company is based on general rules. A limited liability company is one of the so-called. "associations of capital", and, unlike partnerships, the personal element in it plays a subordinate role. However, in comparison with joint-stock companies, a limited liability company is distinguished by closer relations of participants, a more closed nature of membership. That is why paragraph 3 of Art. 7 of the Law on Limited Liability Companies establishes the maximum number of its participants - 50 people. If it is exceeded, the company must be transformed into an open JSC, production cooperative or be liquidated.

The authorized capital of a limited liability company consists of the nominal values ​​of the shares of all its participants.

Having a stake in authorized capital, of course, does not mean any real rights to the property of the enterprise. The rights of participants in relation to the company (to participate in management, information, profit share, liquidation balance, etc.) are implemented within the framework of a single obligation, which can be described as a shared obligation with an active plurality of persons, since the company itself acts as its obligated party, and authorized - all participants. Therefore, the transfer of a share in the authorized capital actually means the assignment of a share in a single set of rights belonging to all participants taken together, i.e. cession.

The legal status of the management bodies of the company is regulated in detail by the Law. supreme body management of the company is the general meeting of its participants, the number of votes in which each participant has in proportion to his share in the authorized capital. The exclusive competence of the general meeting is listed in paragraph 2 of Art. 33 of the Law and include yourself: changing the charter of the company and the size of its authorized capital, formation and termination executive bodies company, approval of annual reports and balance sheets, distribution of profits and losses, reorganization and liquidation of the company, election of its audit commission(auditor) and a number of other issues. Along with the exclusive competence of the general meeting, a number of authors emphasize its general and alternative competence. The charter of the company may provide for the establishment of the Board of Directors (supervisory board), the position of which is generally similar to the status of the supervisory board in a joint-stock company.

A commercial organization, the authorized capital of which is divided into shares of predetermined sizes, formed by one or more persons jointly and severally bearing subsidiary liability for its obligations in an amount that is a multiple of the value of their contributions to the authorized capital, is called an additional liability company.

The specificity of a company with additional liability lies in the special nature of the property liability of participants for its debts. Firstly, this liability is subsidiary, which means that claims against participants can only be made if the company's property is insufficient for settlements with creditors. Secondly, liability is joint and several in nature, therefore, creditors have the right to fully or in any part make claims against any of the participants, who is obliged to satisfy them. Thirdly, the participants bear the same responsibility, i.e. in equal measure a multiple of the size of their contributions to the authorized capital (clause 1 of article 95 of the Civil Code). Fourthly, the total amount of responsibility of all participants is determined by the constituent documents as a multiple (two, three, etc.) of the size of the authorized capital.

A commercial organization formed by one or more persons who are not liable for its obligations, with an authorized capital divided into shares, the rights to which are certified by securities - shares, is called a joint-stock company.

The main difference between a joint-stock company and other legal entities lies in the method of securing the rights of a participant in relation to the company: by certifying them with shares. This, in turn, determines the specifics of the exercise of rights under the shares and their transfer.

The charter is recognized as the only constituent document of a JSC, which emphasizes the formal nature of personal participation in the company (clause 3 of article 98 of the Civil Code), and is approved at a meeting of founders. At the same time, the Civil Code also speaks of the conclusion of a constituent agreement that regulates the relations of the founders in the process of creating a joint-stock company (clause 1, article 98 of the Civil Code). Such an agreement serves as an auxiliary tool that facilitates the creation of a joint-stock company, as a rule, it is not submitted for registration and can subsequently be terminated without prejudice to the company itself.

The authorized capital of a joint-stock company is equal to the nominal value of shares acquired by shareholders - ordinary and preferred (Article 99 of the Civil Code). Making a contribution to the authorized capital of the company means at the same time making a contract for the sale of shares. The seller in this agreement is the company itself, which is not entitled to refuse to conclude it with the founder. One of the features of the share purchase and sale agreement is that the delay in payment for the share beyond the time limits specified by the charter of the joint-stock company or the decision to place additional shares automatically leads to the termination of the agreement. Moreover, the company is not entitled to forgive the buyer such a delay in payment, since the corresponding norm of Part 2, Clause 4, Art. 34 of the Law "On Joint Stock Companies" is imperative.

An increase in the authorized capital of a joint-stock company is carried out either by increasing the nominal value of existing shares, or by placing (issuing) additional shares. In the latter case, the procedure for placing shares depends on the type of joint-stock company. Closed joint-stock company is obliged to distribute all shares of new issues between specific persons known in advance. An open joint-stock company has the right to offer shares for purchase to an unlimited number of persons, that is, to conduct an open subscription for them (clauses 1 and 2 of article 97 of the Civil Code).

The ways of forming the authorized capital do not exhaust the differences between open and closed joint-stock companies. The number of participants in a closed joint-stock company cannot exceed fifty, and if it is exceeded, the company is transformed into an open joint-stock company or liquidated. Shareholders of a closed joint-stock company have the right to preemptively purchase shares alienated by other shareholders (similar to the transfer of shares in a limited liability company). The noted differences between open and closed joint-stock companies still do not lead to the splitting of joint-stock companies into two independent organizational and legal forms, because they fit into the framework of a single concept of joint-stock companies and do not contradict the general principles of the joint-stock form of an enterprise.

The law includes the general meeting of shareholders, as well as the board of directors (supervisory board), which is necessarily created if the company has more than 50 participants, to the management bodies of a joint-stock company. The bodies of the JSC as a legal entity, i.e., the executive bodies, are the sole and (or) collegiate body (board, directorate, etc.). Their competence, formation procedure and work procedure are determined by Art. 103 of the Civil Code, art. 47--71 of the Law "On Joint Stock Companies" and the charter of the JSC. In addition, the management of the company may be entrusted under the contract to third-party managers - legal entities or individuals.

Significant features differ legal status open joint stock companies created in the process of privatization of state and municipal enterprises. These joint-stock companies are regulated by special legislation on privatization, while the norms of the Federal Law “On Joint-Stock Companies” apply to them only subsidiarily.

Mentioned in Art. 105 and 106 of the Civil Code, as well as Art. 6 of the Law "On Joint Stock Companies", subsidiaries and dependent business companies are not independent organizational and legal forms of legal entities. Their allocation is aimed at protecting the interests of creditors and participants in companies (joint-stock and limited liability companies) that are under the influence of other business organizations.

A company or partnership (referred to as the main one) that has influenced the decisions of another company (subsidiary) by virtue of the predominant participation in its authorized capital, in accordance with the agreement or on other grounds, shall be jointly and severally liable with the subsidiary for transactions made as a result of such influence. Shareholders of a subsidiary company have the right to demand compensation for losses caused by the parent company. In the event of the insolvency of a subsidiary due to the fault of the principal, the latter is subsidiarily liable for its debts.

Dependent companies are singled out according to a purely formal criterion: ownership of more than 20% of their authorized capital (and in joint-stock companies - more than 20% of voting shares) to another economic company (predominant).

Affiliated companies and partnerships (more precisely, affiliated persons, since citizens can also be such) are also not a special organizational and legal form of legal entities.

The main duty of the dominant and affiliated persons is to provide (including publishing) relevant information to the competent government bodies and/or organizations dependent on them.

Thus: Legal entities can be classified: by forms of ownership. Depending on the form of ownership underlying the legal entity, state and private (non-state) legal entities are distinguished. State (in the broad sense, that is, including municipal) include all unitary enterprises, as well as some institutions.

Business partnerships and companies are recognized as commercial organizations with the authorized (share) capital divided into shares (contributions) of the founders (participants). Property created at the expense of contributions of founders (participants), as well as acquired and produced by a business partnership or company in the course of its activities, belongs to it by the right of ownership.

In accordance with the Civil Code of the Russian Federation, participants in business partnerships and companies can be individual entrepreneurs and legal entities (commercial organizations).

Depending on the nature of the association and the degree of responsibility of the participants for its obligations, business associations are divided into associations of persons and pooling of capital. A business partnership, as a rule, is an association of persons. Members of such a partnership unite not only monetary and other resources, but also their own activities. In the application of these funds, each participant has the right to conduct business, representation and management. An economic society is an association of capitals, which involves the addition of only capitals, and the management and operational management of the society is carried out by specially created bodies. The company itself is liable for the obligations of capital pooling, and the participants (founders) of the company themselves are exempted from the risk arising as a result of economic activity.

According to the Civil Code of the Russian Federation, business partnerships can be created in the form of a general partnership and a limited partnership (limited partnerships), business companies - in the form of a joint-stock company, a limited liability company and an additional liability company.

General partnership - this is an association of two or more persons for conducting entrepreneurial activities on a joint basis in accordance with an agreement concluded between them and bear unlimited joint and several liability not only for the invested capital, but also for all their property.

A general partnership does not require a charter. It is created and operates on the basis of a constituent agreement signed by all members of the partnership. The memorandum of association specifies the name of the partnership, its location, the procedure for managing its activities, the size and composition of the share capital of the partnership, the procedure for changing the share of each of its participants, as well as information about the liability of participants in a general partnership for violation of obligations to make contributions, etc.

A general partnership is a legal entity, an independent firm, has a set of rights that allow it to act as a business entity.

The management of the partnership is carried out by common agreement of all participants. Each participant has one vote and the right to get acquainted with all documentation on the conduct of business and the right to act on behalf of the partnership, unless the constituent document establishes that all its participants conduct business jointly or the conduct of business is entrusted to individual participants.

In case of joint conduct of partnership affairs by its participants, the consent of all participants in the partnership is required for the completion of each transaction. If one or more members are entrusted with the conduct of the affairs of the partnership, then the other members, in order to conclude a transaction on behalf of the partnership, must have a power of attorney from the participant who is entrusted with the conduct of the affairs of the partnership.

Profits and losses of a general partnership are distributed among the participants in proportion to their shares in the share capital. Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership. If the property of the partnership is not sufficient to pay off the debts, the founders (participants) of the partnership are liable with their own property, in proportion to the contributions made to the general partnership. A participant who has withdrawn from the partnership shall be liable for the obligations of the partnership that arose prior to the moment of its withdrawal.

The united property intended for conducting entrepreneurial activities is a common shared property and belongs to all participants on a share basis. Each participant has his own share (share), corresponding to his property and monetary contributions to the partnership. The share reflects that part of the monetary value of the property of the partnership, which belongs to this participant.

General partnerships are based on personal trust relationships, therefore they appeared and are developing as a form of family business, providing mainly paid services.

The form of a full partnership is not widely used in the construction industry, since it does not limit their liability for the obligations of the partnership, and the state does not establish any privileges for them.

Limited partnership (limited partnership) - this is an association of two or more persons on the basis of an agreement between them for the purpose of conducting joint economic activities. The fundamental difference between a limited partnership and a full partnership is that only one part of its members, called general partners, bears full subsidiary liability for the obligations of the partnership with all its property, and the other part of its members in the form of contributor members (limited partners) bears limited liability and is liable for obligations only with its share contribution to the company. Limited partners can make a contribution not only in cash, but also in the form of providing premises, Vehicle and otherwise.

This organizational and legal form expands the economic base of the partnership, allows you to accumulate funds for major business activities. But commandists must know very well those to whom they entrust their funds, and trust them, since the possibility of losses from unsuccessful conduct of business cannot be ruled out. Therefore, such partnerships are called partnerships in faith.

Limited partnerships do not have a charter; they are created and operate on the basis of a constituent agreement. The agreement includes the following provisions: the name of the partnership; the subject of his activity; location; duration of the partnership; the total amount of participants' contributions; share in the total contribution of all general partners and all partners in the distribution of profits, as well as other provisions.

The partnership is managed by the general partners. Contributors are not entitled to participate in the management and conduct of business of a limited partnership, to act on its behalf except by proxy, they are not entitled to challenge the actions of general partners in the management and conduct of business of the partnership.

The contributor of the partnership has the right:

• 1) receive a part of the profit of the partnership due to its share in the share capital in the manner prescribed by the founding agreement;
• 2) get acquainted with the annual reports and balance sheets of the association;
• 3) at the end of the financial year, withdraw from the partnership and receive its contribution in the manner prescribed by the memorandum of association;
• 4) to transfer his share in the share capital or part of it to another investor or a third party.

A limited partnership has the same disadvantages as a general partnership. Its additional advantage is that it can attract funds from investors to increase its capital.

Business companies - this is the second group of organizational and legal forms in which collective entrepreneurship acts. They are divided into limited liability companies (LLC), additional liability companies (ALC) and joint-stock companies.

Limited liability companies (OOO). The main feature that determined the name and is one of the most important advantages of a limited liability company is that the participants (founders) of an LLC are liable for the obligations assumed by such a company only within the limits of their contributions to the capital of the LLC, and it is precisely in this meaning the responsibility of society is limited. The LLC itself, as a legal entity, is liable to creditors for obligations with all its property.

A limited liability company can only be recognized as an enterprise founded by one or more persons, having an authorized capital divided into shares. Shares are distributed between participants (founders) without public subscription and must be registered.

In accordance with the Civil Code of the Russian Federation, an LLC is a voluntary association of citizens, legal entities, both of them together for the purpose of carrying out joint economic activities through the initial formation statutory fund only at the expense of the contributions of the founders, who form the society. The founding document of an LLC is the constituent agreement signed by its founders and the charter approved by them. The memorandum of association usually includes the following provisions: the name of the company; its location, information about the founders, the purpose of creating an LLC, the procedure for the formation of property, authorized capital, the size and nature of the contributions of participants, information about the current account, the procedure and terms for making contributions from participants, the rights and obligations of members of the LLC, the distribution of profits of the company, information about the termination of activities Ltd., the term of the conclusion of the contract.

The authorized capital of an LLC must not be less than the amount determined by the law on limited liability companies. In addition, the authorized capital of an LLC must be at least half paid by its founders at the time of registration of the company, the remaining part of the authorized capital of the company is payable by its founders during the first year of the company's operation.

Federal Law No. 14-FZ of February 8, 1998 "On Limited Liability Companies" regulates in detail the issues of managing a company: general meeting, board of directors (supervisory board), executive body (management board, directorate, general director, president, etc. .), audit committee.

The supreme body of an LLC is the general meeting of its participants, which elects the executive body. The executive body of the LLC may be elected not from among its members.

LLC has a number characteristic features that distinguish it from other forms of enterprises:

• 1) the number of participants in an LLC should not exceed 50. If the number of participants exceeds 50, then this LLC must be transformed into an open joint stock company within a year;
• 2) an enterprise in the form of an LLC - for the most part small and medium-sized organizations, more mobile and flexible than joint-stock companies;
• 3) availability (creation) of share capital. Share certificates, unlike shares, are not securities and are not traded on the securities market. But it is allowed to issue bonds to raise additional funds in an amount not exceeding the size of the authorized capital;
• 4) each participant can leave the company at any time. At the same time, he must be paid: the share of profit due on the basis of the results of the company's work, the cost of his contribution to the authorized capital of the company and the value of a part of the property proportional to this contribution;
• 5) a participant may be expelled from the company only by a court decision, which protects him from the administrative arbitrariness of the company's management;
• 6) admission of new members is carried out only with the consent of all members of the LLC;
• 7) it is not necessary to publish its charter, data on the balance sheet, changes in the amount of capital and movements in the composition of the executive body - all this is of great convenience for entrepreneurs, as it gives them the opportunity, while limiting liability for the obligations of the company only with their contribution, to carry out all kinds of operations without betraying their publicity;
• 8) the participants are not liable for the obligations of the LLC, and the LLC is not liable for the obligations of the participants;
• 9) The structure of LLC is more simple. The management of the affairs of the company and the conclusion of transactions on behalf of the company are carried out by one or more managers, who may or may not be members of the company.

Additional Liability Company (ODO) is a kind of economic companies. It can be established by one or more persons, its authorized capital is divided into shares of sizes determined by the constituent documents. The participants of the company jointly and severally bear subsidiary liability for its obligations with their property in the same for all multiples of the value of their contributions, determined by the constituent documents of the company.

A feature of the ALC is that if the property of the company is insufficient to satisfy the claims of creditors, the participants in the ALC can be held liable for the debts of the company with their personal property in a solidary manner. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions.

The provisions of the Civil Code of the Russian Federation and the Federal Law "On Limited Liability Companies" apply to an additional liability company.

All the organizational and legal forms of entrepreneurship considered above are used mainly by small enterprises. large scale construction industry require other ways of attracting capital and their use, which would ensure the stable functioning of the enterprise. The experience of developing market relations abroad and in our country testifies to the effectiveness of the pooling of capital to create large industrial joint-stock companies.

Civil Code of the Russian Federation Part 1 and the federal law dated December 26, 1995 No. 203-FZ "On Joint Stock Companies" define legal basis and the status of a joint-stock company.

Joint-stock company (JSC) - a form of enterprise, the capital of which is formed by issuing and placing shares, and the participants in the enterprise (shareholders) are liable, limited only to the amount that was paid for the acquired shares. The difference between a limited liability company and a joint-stock company is that entrepreneurs are united in an LLC for joint work, while in a joint-stock company capital is primarily united for its joint use. In both cases, the participants in the company are liable for the results of their activities, limited by their contributions. Only the company itself is liable for the obligations of a joint-stock company with its property.

A joint-stock company is created on the basis of a voluntary pooling of the capitals of legal entities and individuals in order to make a profit by satisfying public needs for their products (works, services).

JSC is a legal entity, bears property liability to creditors, owns property that is completely separate from the property of individual shareholders, owns cash share capital broken down into shares.

Depending on the composition of the founders, the method of formation of the authorized capital and the status of its participants, the legislation distinguishes between two types of joint-stock companies: closed and open.

Closed Joint Stock Company (CJSC) is a company whose shares are distributed only among the founders, it does not have the right to conduct an open subscription and distribution of shares. Shareholders of a CJSC have a pre-emptive right to acquire shares sold by other shareholders of this company. The term for exercising the pre-emptive right cannot be less than 30 and more than 60 days. The number of participants in an open joint stock company must not exceed the number established by the law on joint stock companies.

Public corporation (OJSC) forms the authorized capital by issuing and free public sale of shares without the consent of other shareholders. JSC is obliged to publish annually for general information: annual report, balance sheet, profit and loss account. The transformation of state or municipal property is focused on open corporatization, which makes it possible for a wide range of buyers to acquire shares, which makes it possible to transfer property to entrepreneurs for more efficient use.

The decision to establish a closed or open joint stock company is taken by the constituent assembly, where the number of founders open society not limited. The founders enter into an agreement with each other writing which determines the procedure for their joint activities to establish a company, the size of the company's authorized capital, the categories of shares to be issued and the procedure for their placement, as well as other conditions provided for by the Law on Joint Stock Companies.

The constituent document of closed and open joint stock companies is the charter approved by the founders.

The charter of a joint-stock company must contain: the full and abbreviated name of the company, location, type of joint-stock company (open or closed), number, par value, categories of shares and types of preferred shares, the rights of owners of shares of each category, the size of the authorized capital, the structure and competence of the management bodies of the company and the procedure for making decisions by them, the procedure for preparing and holding a general meeting of shareholders, a list of issues that require a qualified majority of votes or unanimity, etc.

The authorized capital of a JSC is a certain amount of money, consisting of the nominal value of the company's shares acquired by shareholders. The size of the authorized capital of a JSC is determined by the founders based on the needs for Money ah to start the activities of the company, but can not be less than the amount provided for by the Law on Joint Stock Companies.

The authorized capital of a joint-stock company is formed in two ways: through a public subscription for shares or through the distribution of shares among the founders. Since the law establishes the principle according to which the authorized capital is made up primarily of the contributions of its founders, and then the attraction of funds from shareholders, when a joint-stock company is established, all shares must be distributed among the founders, i.e. unacceptable open public subscription of shares until full payment of the authorized capital. The authorized capital may be increased either by increasing the par value of a share or by placing additional shares. However, it is not allowed to increase the authorized capital to cover the losses of the JSC. The minimum authorized capital of an open company must be at least 1,000 times the minimum wage as of the date of registration of the company, and for a closed company, at least 100 times the minimum wage established by federal law.

Shares can be various kinds: registered and shares bearer, simple and privileged shares, etc. The share certifies the fact that its owner - the shareholder has made a certain contribution to the capital of the joint-stock company. It can be the subject of sale, donation, pledge. In addition, a share can generate income in the form of a share of the profits received by a joint-stock company and gives the right to participate in management.

One of the sources of attracting investments by a joint-stock company is the issue of bonds.

A joint stock company has the right to issue bonds for an amount not exceeding 25% of the authorized capital. A bond is a security that gives its owner the right to receive a fixed percentage within a specified period. Bonds can be registered and bearer.

The supreme governing body of a joint-stock company is the general meeting of its shareholders. The number of shares owned by a shareholder determines the number of his votes at the general meeting. The General Meeting is authorized to decide such issues as: general line development of the company, changing the charter, approval of the results of the JSC, election of the board, etc.

In joint-stock companies with more than fifty shareholders, a board of directors (supervisory board) is created. The number of members of the board of directors and issues related to their exclusive competence are established by the charter of the company.

Management of the current activities of the company is carried out by the unanimous executive body of the company (general director, director) or the collegial executive body of the company (board, directorate). The executive committee of the JSC carries out the current management of the company's activities and is accountable to the board of directors ( supervisory board) and the general meeting of shareholders.

Joint stock companies have the following advantages:

• 1) the ability to attract additional investment by issuing shares allows you to combine an almost unlimited number of investors, including small ones, while maintaining control of large investors over the activities of the company;
• 2) they limit the liability of partners-shareholders to the value of shares in the event of a common economic interest, while the shareholders are not liable for the obligations of the company to its creditors;
• 3) the rights of shareholders are divided into property and personal. Personal rights include the right to participate in voting at general meetings, and property rights - the right to receive a dividend and part of the value of the company's property upon liquidation;
• 4) small powers of shareholders in the field of management and large powers in the field of control;
• 5) responsibility of members of the board of directors, CEO, members of the board for the results of the company's activities.

The current legislation provides for the reorganization and liquidation of a joint stock company by decision of the general meeting of shareholders. The main forms of reorganization: merger, accession, separation, separation and transformation.

As a rule, it has rather limited capabilities and applies mostly to small businesses.

For the same variety as large business, as a rule, it is relevant to combine the efforts of several people at once, which as a result turns into a collective business.

Business partnerships are such associations of several partners for the purpose of organizing joint entrepreneurial activities or businesses, in which the participation of all individuals is necessarily sealed by an agreement or written agreement. The persons signing this main agreement are considered founders.

They have a full right to participate in the management of all affairs, the distribution of profits, receive information about all types of activities of the partnership, and familiarize themselves with all documentation. In addition, in the event of liquidation of the partnership, the founders receive a part of its property or an appropriate monetary equivalent.

For a closer and more fruitful union, business partnerships, as a rule, are formalized as enterprises in which not only the efforts, but also the capitals of their founders are combined. Initially made contribution is called stock or statutory.

Depending on the type of property liability, partnerships are divided into full and limited.

According to Civil Code economic partnerships are commercial, i.e. organizations whose main goal is to make a profit. At the same time, partnerships that do not have legal status, do not have the right to be considered independent entities, tk. do not have a charter, sometimes even a name.

Business partnerships and companies may have fixed assets as their property capital, such as buildings, equipment, structures, working capital- stocks of materials, raw materials, finished goods, work in progress, cash resources and other values.

A partnership must have at least two participants, and its only founding document is an agreement signed by all the founders, called general partners.

In turn, an economic company is the most classical, universal and most common form of corporation throughout the world.

Today, Russian legislation provides for three legal organizational forms business companies.

The most common is a limited liability company. It can be established by several or one person. It is sometimes divided into shares.

In turn, participants in another form - companies with additional liability, have solidarity in a specifically defined amount, a multiple of their contributions.

Another form - a joint-stock company, becomes a legal entity from the moment of receipt state registration. It must have a specific address and, of course, a name.

In this case, a joint-stock company can be of two types - closed and open. Each type is determined by the way in which the authorized capital is formed, the composition of the founders and, as a result, the status of the participants.

For example, in a closed joint-stock company, all shares are distributed among a certain circle of persons indicated in advance, who have the pre-emptive right to acquire them from other shareholders.

unitary enterprises.

unitary enterprise a commercial organization is recognized that is not endowed with the right of ownership of the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.

The charter of a unitary enterprise contains information about the subject and purpose of the enterprise, information about the size of the authorized capital of the enterprise, the procedure and sources for its formation.

State (republican or communal) unitary enterprises or private unitary enterprises may be created in the form of unitary enterprises.

The firm name of a unitary enterprise must contain indications of the owner of the property.

The property of a republican unitary enterprise is owned by the Republic of Belarus and belongs to such an enterprise on the right of economic management or operational management (state).

The property of a communal unitary enterprise is owned by an administrative-territorial unit and belongs to such an enterprise on the right of economic management. The property of a unitary enterprise is privately owned individual, farmer

The governing body of a unitary enterprise is the head (director), who is appointed by the owner of the property. It has all the rights of a legal entity and is accountable to the founder (owner).

A state unitary enterprise is formed on the basis of property owned by the Republic of Belarus on the basis of the right of operational management. the charter of a state-owned enterprise is approved by the Government of the Republic of Belarus. The Republic of Belarus is liable for the obligations of the republican state enterprise in case of insufficiency of its property.

unitary enterprise is liable for its obligations with all the property belonging to it, while not being liable for the obligations of the owner of its property.

A unitary enterprise may be reorganized into a business partnership or company, or liquidated in the manner prescribed by law.

Economic partnership a commercial organization with an authorized capital divided into shares (contributions) of founders or participants is recognized.

The property created at the expense of the contributions of the founders or participants, as well as subsequently produced or acquired, is the property of the partnership itself. A contribution to the property of a business partnership may be money, securities, property rights, etc.

Business partnerships are not entitled to issue shares. Members of a business partnership have the right to participate in managing the affairs of the partnership, get acquainted with the documentation, take part in the distribution of profits, receive, in the event of liquidation of the partnership, part of the property remaining after settlements with creditors.

Business partnerships are created on the basis of a founding agreement. The memorandum of association contains information about the location; the procedure for managing activities; transfer of property to its ownership, distribution of profits and losses; change in the composition of participants; conditions and procedure for joint activities; the rights, duties and responsibilities of the participants in the partnership; conditions for the withdrawal of a participant from the partnership

Business partnerships under the Civil Code of the Republic of Belarus can be created in the form of a general and limited partnership.

Complete a partnership is recognized, the participants of which (general partners) are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property.

The statutory fund of a general partnership is divided into shares in proportion to the contributions made by the participants. Shares determine the scope of the rights of each of the participants, allowing you to set the amount of net profit due to him based on the results of the partnership, as well as the amount of property upon exit from the partnership or in the event of its liquidation after settlements with creditors.

All participants in a full partnership are required to take a personal part in the activities of the partnership. Only commercial organizations and citizens-entrepreneurs can be full partners. A person may be a participant in only one full partnership.

The management of the activities of a general partnership is carried out by common agreement of all participants or by a decision of a majority of votes.

Profits and losses of a full partnership are distributed among its participants in proportion to their shares in the charter capital.

A participant withdrawing from a general partnership shall be paid the value of a part of the property. Participants in a full partnership have the right, with the consent of the remaining participants, to transfer their share in the authorized capital or part of it to another participant or a third party.

Such an organizational and legal form of an economic entity is rare in practice, because it does not establish limits on the liability of participants for the partnership's debts.

Limited partnership - in it, along with the participants (general partners), who are liable for the obligations of the partnership with all their property, there is one or some participants (contributors, limited partners) who bear the risk of losses within the limits of the amounts of their contributions and do not take part in the entrepreneurial activities of the partnership.

The limited partner is only obliged to contribute to the statutory fund of the partnership.

Such an organizational and legal form of an enterprise expands the economic base of a limited partnership, allows you to attract additional capital, persons interested in the profitable placement of their free funds and material resources, allows you to accumulate funds for large entrepreneurial actions. However, contributors must have confidence in those to whom they transfer their funds in order to avoid losses from bad business practices. Therefore, limited partnerships are called "partnerships in faith."

The position of general partners participating in a limited partnership and their liability for the obligations of the partnership are determined by the same rules as for participants in a general partnership.

A limited partnership is created and operates on the basis of a founding agreement, which is signed only by general partners and must contain the same information as the founding agreement of a general partnership.

The management of the activities of a limited partnership is carried out by general partners.

Investors are not entitled to participate in the management of the affairs of a limited partnership.

They have the right:

1) Receive part of the profit on your share of the contribution;

2) Get to know financial documents;

3) At the end of the year, withdraw from the partnership and receive your contribution;

4) Transfer your share or part of it to another investor or third party;

A limited partnership is liquidated upon the retirement of all investors and is transformed into a general partnership. In case of liquidation of a limited partnership after making settlements with creditors, limited partners have the priority right to receive their contribution.

Business companies commercial organizations with authorized capital divided into contributions of founders are recognized. The property created at the expense of the contributions of the founders, as well as produced and acquired by the company in the course of its activities, belongs to it by the right of ownership.

Business companies can be created in the form of a joint-stock company, a limited liability company, an additional liability company.

Limited Liability Company (LLC) an economic entity (enterprise) created by agreement of legal entities and citizens by combining their property is recognized. An LLC must have two or more members. The authorized capital of an LLC is made up of the value of the contributions of its participants, the amount of which cannot be less than the amount determined by law. (For an LLC, it is set at 3,000 minimum wages). The property contribution made gives the right to each founder to take part in the management of production, receive dividends (interest) from profits in proportion to his contribution, and also withdraw the value of a part of the property, subject to withdrawal from the company or its liquidation.

Members of a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their contributions.

The relationship of participants among themselves, as well as with society, is regulated Memorandum of Association. It contains information about the name and location of the company; on the size of the authorized capital and the shares of each of the participants; on the amount, terms and procedure for making their contributions; on the composition and competence of the company's management bodies; on the procedure for reorganization and liquidation of the company, withdrawal of a member of the company.

The supreme body of an LLC is the general meeting of its participants, which elects the executive body (collegiate or sole) that carries out the current management of the company.

The exclusive competence of the general meeting of participants includes:

Changing the charter of the company;

Change in the size of its authorized capital;

Formation of the executive bodies of the company;

Approval of annual reports and balance sheets;

Distribution of profits and losses;

Decision on reorganization or liquidation of the company;

Election of the audit commission of the company.

A limited liability company may be reorganized or liquidated voluntarily by a unanimous decision of its members. An LLC can be transformed into a joint-stock company or a production cooperative.

LLC advantages:

1. Several individuals or legal entities, both commercial and non-commercial, may participate in the activities of the company.

2. Lack of liability of participants for the company's debts.

3. LLCs can issue bonds to raise additional funds.

4. Each participant at any time can leave the company, while he is paid a share of the profits based on the results of the company's work, the cost of his contribution to the company's authorized capital, the cost of a part of the company's property proportional to this contribution.

5. With the consent of the company, the heir of the participant also becomes a participant in the company.

6. A member of a company may be expelled from the company only by a court decision, which protects him from the administrative arbitrariness of the company's management.

7. Admission of new members is carried out only with the consent of all members of the LLC, which prevents the appearance of unwanted participants in the company.

Company with additional liability(ODO) is recognized as established by two or more persons. The statutory fund, like a limited liability company, is divided into shares of certain sizes. The minimum size of the statutory fund is set at 150 minimum wages. The participants in such a company jointly and severally bear subsidiary liability for its obligations with their property within the limits determined by the constituent documents of the company. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions. For an additional liability company, the same rules governing the creation and activities as for a limited liability company. Constituent documents ALC, along with the provisions established for LLCs, must contain the amount and procedure for ensuring additional liability of the company's participants.