Organizational and legal form. Organizational and legal forms of enterprises The legal form includes

When entrepreneurs choose the organizational and legal form of their enterprise, most often they create an LLC or register an individual entrepreneur. But there are other options as well. How to choose the right form for a new organization in 2018.

Read our article:

What is meant by the legal form of a legal entity

To a person who rarely encounters legal terminology, the expression "organizational and legal form of an enterprise" may seem cumbersome and awkward. Such an expression, he thinks, refers to large enterprises that have some special status. But we can talk about the usual LLC. So what is it?

The organizational and legal form of an enterprise is the legal foundation of entrepreneurial activity. This is a system that:

• determines who and how will lead the organization;
• establishes limits of liability;
• predetermines the rules for making transactions and other aspects of economic activity.

For example, in an LLC or JSC, a general meeting of owners manages the business. Management issues are decided by the CEO - within the framework of the powers that are defined in the law and the charter. In particular, the meeting must agree to certain transactions. And in a simple partnership, each of the participants in the organization has the right to conduct business, unless otherwise specified during its creation.

• commercial and non-commercial - by the purpose of creation ();
• unitary and corporate - according to the method of management ().

Before registering a company, the founders decide what it is created for - for profit or for other purposes. If the choice is in favor of the financial component, then the organization will be classified as commercial. And if the main purpose of the activity is not to make a profit, then the choice must be made from the list of non-commercial forms.

What types of organizational and legal forms of enterprises are identified in the law

Let us analyze into what organizational and legal forms the law divides organizations.

What organizational forms are non-profit

1. consumer cooperative. This is a voluntary association of people and their property for the implementation of joint projects. They are quite common: for example, these are GSK, ZhSK, OVS.
2. Public and religious organizations. They are an association of citizens in order to satisfy spiritual or other needs that are not related to the financial side of life (political, for example).
3. Funds. Such an organization exists on voluntary contributions from citizens and legal entities and has no membership. They are created to achieve socially useful goals: educational, charitable, cultural and others.
4. Association of property owners. TSN is based on an association of owners of apartments, dachas, land plots, and other real estate, which TSN members jointly use.
5. Associations (unions). They are created to achieve the common goals of citizens or legal entities.
6. institutions. The owner chooses such a form for the implementation of non-commercial functions, and he also finances the organization. At the same time, an institution is the only type of non-profit organization that has property on the basis of the right of operational management.
7. There are other, less common organizational and legal forms of enterprises: for example, Cossack societies or small communities of indigenous peoples of the peoples of the Russian Federation.

Organizational and legal forms of commercial enterprises: what is it

Commercial forms:

1. Business partnerships. There are both general partnerships and faith-based ones. They differ from each other in the degree of responsibility of the participants. The form is not very popular.
2. production cooperatives. This is a voluntary association of citizens based on membership and share contributions.
3. Business partnerships. Their work is regulated by a separate. A very rare form.
4. Peasant economy. An enterprise that has such an organizational and legal form is an association of citizens for agriculture. It is based on their personal participation in business and property contributions.
5. Economic companies. This is the most popular option for commercial organizations. They are presented in the form of limited liability companies (LLC) and joint-stock companies (JSC).

If a citizen wants to engage in commercial activities, but without forming a legal entity, he has the right to register an individual entrepreneur. This is another popular form of doing business. In the All-Russian classifier of organizational and legal forms (OKOP), the IP has its own number - 50102.

What you need to know about LLC

For enterprises in Russia, LLC is the most common organizational and legal form. Such companies:

• belong to business companies
• conduct business activities,
• bring profit.

The capital of LLC is formed by the contributions of the participants, divided into shares. This form of business organization is suitable for entrepreneurs who, for one reason or another, are not satisfied with the status of an individual entrepreneur. LLC can be quickly created. This form requires less maintenance costs than AO.

What are the main features of AO

JSC is the second most popular organizational and legal form of a legal entity. The capital of the organization is divided into a certain number of shares. JSCs are divided into public (PJSC) and non-public (NJSC). The main difference between them is that in PJSC shares can be freely alienated, in accordance with securities laws.

What are the pros and cons of IP

The main advantages of the IP status:

1. Quick registration.
2. Low stamp duty.
3. Fewer fines compared to legal entities.

The main disadvantage of the IP status is that the entrepreneur is liable for obligations with all his property.

How to choose a form of enterprise for your business

Before choosing the legal form for your enterprise, the manager needs to answer the following questions:

1. How will the company be financed - will it require an investor?
2. Are there any plans to hire staff?
3. What is the expected monthly and annual turnover from the business?
4. Which payment is preferable - cash or non-cash?
5. Is it possible to sell the business?

If we are talking about the most common types of business, then entrepreneurs most often choose between the status of an individual entrepreneur and an LLC:

1. IP registration is faster and easier, and fines are much less. But the citizen will have to answer with all his property.
2. LLCs are convenient for those who open a joint business. The authorized capital is divided into shares, which depend on the size of the participants' contributions. The LLC is not liable for the obligations of the founders, and the founders are not liable for the obligations of the LLC (with the exception of cases of subsidiary liability, which are provided for in the law - for example, in case of bankruptcy). But you will have to pay maximum fines, and maintaining an LLC requires funds.

The type of business organization you choose depends on:

• financial expenses,
• the amount of liability
• limits of authority of governing bodies and much more.

Citizens in pursuit of the set goal unite in communities and organizations that make it possible for them to rationally use their savings. To implement the planned, it is necessary to organize a legal entity, which, depending on the task, can be of a commercial or non-commercial type.

At the same time, the nature of the legal relationship between the enterprise and the owners can be formed in such a way that the founders lose their rights to their deposits, as they are transferred to the enterprise or they retain the property right to deposits, and the enterprise is not entitled to count on them.

This classification is necessary in order to determine the direction of the business formation.

For example, commercial structures pursue one goal - obtaining material benefits, while non-commercial structures do not have the right to prioritize the receipt of income and distribute it among the participants of the companies.

According to such a classification, the legislator regulates the features of the activity and formation of a particular legal entity.

What form of ownership to choose for LLC and IP - see here:

The legislative framework

All possible legal forms are indicated in the all-Russian classifier adopted and put into effect by Order of the Federal Agency No. 505 of 2012.

In addition, the definition of this concept is given in Art. 48 of the Civil Code of the Russian Federation. Specific economic forms of legal entities are indicated by:

• Art. 69, 82 of the Civil Code of the Russian Federation - definition of the concept of full and faith-based partnerships;
• Art. 87, 96 of the Civil Code of the Russian Federation - LLC;
• Art. 106.1 of the Civil Code of the Russian Federation - regulation of the work of production cooperative structures;
• Federal Law No. 380 - economic partnership;
• Art. 86.1 of the Civil Code of the Russian Federation - a peasant economy.
• Art. 113 of the Civil Code of the Russian Federation - unitary enterprises.

Article 48. The concept of a legal entity

1. An organization that has separate property and is liable for its obligations, can acquire and exercise civil rights and bear civil obligations, be a plaintiff and defendant in court on its own behalf, is recognized as a legal entity.
2. A legal entity must be registered in the unified state register of legal entities in one of the organizational and legal forms provided for by this Code.
3. Legal entities, on the property of which their founders have property rights, include state and municipal unitary enterprises, as well as institutions.
Legal entities in respect of which their participants have corporate rights include corporate organizations (Article 65.1).
4. The legal status of the Central Bank of the Russian Federation (Bank of Russia) is determined by the Constitution of the Russian Federation and the law on the Central Bank of the Russian Federation.

Classification of enterprises with the status of a legal entity

According to the classifier, each legal entity, depending on the definition, belongs to the type:

1. Structures created for commerce and enrichment:

• Partnerships and companies of economic type;
• created by the state or municipality;
• Economic partnership and peasant farming.

1. Not pursuing commercial interests:

• Cooperatives for consumer purposes;
• Societies with religious and public interests;
• Institutions funded by the creator in whole or in part;
• Union of Associations;
• Cossack Society.

Why is this classification needed?

Law societies are classified to determine the following tasks:

• The purpose of the activity, for what purpose the enterprise was formed, for enrichment or for solving other problems of a non-commercial direction;
• The form itself denotes the permissible structures of the enterprise established by law;
• The nature of the legal relationship between the legal entity and the creator - meaning the presence or absence of the rights of the founders to the ownership of the enterprise.

The main features of a legal entity.

Commercial structures and their characteristics

For commerce, the main goal of achievements is considered to be the increase in wealth, among the common types of such enterprises are the following.

Business partnerships

The capital of such organizations is formed by equity investment. These partnerships are divided into full and "on faith". In addition, they are limited liability and joint-stock companies.

At the same time, each company is endowed with certain legal nuances:

• A general partnership is characterized by the unconditional liability of participants with their own property for obligations, these formations are quite risky. you will learn how to create a general partnership and what documents are needed for this;
• In a limited partnership, there are, in addition to general partners, investors who risk losing their contributions if their obligations are not fulfilled. Rights and obligations of participants in a limited partnership.

Important: in Russia, such societies are not very common. In addition to them, there are:

• LLC - in this society there are participants who have made a certain contribution to it, and in case of unfulfilled obligations, they are liable only for this contribution, without losing personal property;
• JSC - has a lot in common with LLC, except for the name of the form of ownership, here the founders own a certain number of shares instead of a share. These structures are closed - the shares are distributed among predetermined persons, public - with the right to public placement of shares.

Production cooperative

It is a voluntarily formed variant of activity to achieve a single production or other goal. Their main nuance is the personal voluntary participation of citizens in the process of activity.

Peasant farming

This association is based on the family ties of the participants, but this is not necessary, creating it for the purpose of performing agricultural work for profit.

Such an economy should have a head who is the unconditional leader. All decisions in the economy are made by the general meeting, and property is also common.

Unitary structures

These enterprises are created to solve problems at the state level, provide the population with scarce food, sew the necessary clothes, and so on. Enterprises are given ownership of certain property, it can be a whole economic complex, but at the same time they have no rights to property.

Since such enterprises are created by the authorities, the right to property remains with the owner. In addition, they must coordinate any production decisions with the creator.

Non-profit formations

They are formed for any purpose other than commercial, it can be solutions to global public issues, religious organizations, charitable foundations.

Important: these enterprises are prohibited from prioritizing commercial activities. They are formed in such areas as the media, training, communities of interest.

Varieties of organizational and legal forms.

Non-profit organizations are:

• Consumer cooperatives - a voluntary association of people and their property for their own security, exists on the basis of share contributions, membership in it can be of several types - with the right to vote and only in cases specified by law;
• Public and religious communities that bring together people for non-profit purposes, with the same worldview or spiritual needs. The participants in this society are completely deprived of the right of ownership of the contributed property, the society has the right to engage in entrepreneurship in order to achieve internal needs;
• Foundations - exist on the basis of voluntary contributions and donations, are formed to address public, social and educational issues. There is no membership at all, they have the right to entrepreneurial activity, including the formation of economic companies to achieve the main goals;
• Associations and unions - created on the basis of membership to resolve professional and socially useful issues, in order to protect their own interests, usually such formations arise as a result of the merger of several legal entities engaged in commerce;
• Cossack communities - there is a separate legislative act for their regulation, they are created for the purpose of voluntary service;
• Institutions - created by the owner in order to achieve managerial, cultural or other goals, fully financed by him partially.

Important: the main goals of these enterprises are indicated in the Charter, according to which the organization must strictly follow.

At the same time, a non-profit type organization has the right to have as many participants as there are those who wish, and each of them has the right to take part in the management process, since the Charter in most enterprises provides for a fairly wide range of powers for the general meeting.

Doing business without the status of a legal entity

In addition to the formation of a legal entity, it is possible to engage in commerce, having received the status of an individual entrepreneur, which is a full-fledged subject of civil relations. Becoming an entrepreneur is available from the age of majority by registering with government agencies.

The disadvantage, unlike a legal entity, is that an individual entrepreneur is fully liable with all his property in the event of liability to third parties. He can lose everything, up to the property acquired in the status of an individual.

Important: however, there is also a positive factor - access to the conduct of any type of activity without additional creation of Charters and other constituent documents.

In addition to individual entrepreneurs, there are several more ways to do business without forming an enterprise - branches operating as legal entities and representative offices, whose activities are aimed at protecting the interests and rights of the business.

Conclusion

All of the listed types of organizational and legal forms indicate that the legislation has formed an extensive base for the possibility of determining the necessary type of business in order to achieve the goal.

Varieties of ownership forms are discussed in this video:

What is an OPF? Each organization has its own OPF. The Civil Code of the Russian Federation and other federal laws determine which OPFs can have organizations (legal entities) in the Russian Federation. Haven't guessed yet? Then we answer what it is:

OPF is defined by law and enshrined in the charter of each company or non-profit organization, its legal form. The literal decoding of the abbreviation OPF is a legal term: legal form. You can read more about what the organizational and legal form means for an organization and what types of organizational and legal forms are for commercial and non-profit organizations in Russia, you can read below, in the paragraph Types of OPF .

Meanwhile, decoding OPF may have another meaning - economic, namely: main production assets. What"main production assets"? In the science "Economics of the enterprise", OPF is means of labor involved in the production process for a long time and retaining their natural form. The main production assets of the enterprise include: buildings, structures and structures, communication and power lines, machinery, vehicles and equipment, tools, inventory, etc. (these are the main types of OPF, as fixed production assets). Because the OPF in this context, this is an economic concept, and does not affect the main topic of our site - the state registration of non-profit organizations of various organizational and legal forms, those who are important to get more complete information on the topic of the main production assets of the enterprise, we dare to send to the information resource of economic topics. :)

verbatim decoding OPF contains no definition what is the legal form. Strange as it may seem, the main current Russian legislation with the Civil Code at the head does not contain it either! The only, rather vague and vague explanation of the concept of OPF is contained in the All-Russian Classifier of Legal Forms OK 028-2012. According to him, " organizational-legal form means a way of securing (forming) and using property by an organization and its legal status and business goals arising from this. "Well, now everything is clear, isn't it? :)

Let's try to give our own, more intelligible definition:

The organizational and legal form (OPF) is abbreviated letter abbreviation or full verbal designation of the type of organization, always located immediately before its own (individual) name, characterizing the commercial or non-commercial orientation of the organization (in some cases reflecting the main purpose of its activity), as well as characterizing the assignment of this organization to one of the regimes provided for by law fixing and use of property, activities and procedures for managing the organization.

Types of OPF

Here we will decipher the OPF of organizations in detail, while we will be guided by the same All-Russian OPF classifier.

The main types of OPF of commercial enterprises and organizations:

IP - individual entrepreneur

LLC - Limited Liability Company

ALC - additional liability company

OJSC - open joint stock company

CJSC - closed joint stock company

PC - production cooperative

KFH - peasant (farm) economy

SUE - state unitary enterprise

The main types of OPF of non-profit organizations (OPF of NPOs):

PC - consumer cooperative

NGO - public organization

OD - social movement

ANO is an autonomous non-profit organization

SNT - horticultural non-profit partnership

DNP - dacha non-profit partnership

HOA - homeowners association

Of course, the whole range of organizational and legal forms is wider. Here we have deciphered the OPF of the most common types. We hope that you liked this article and that you have learned all the information on the topic " decoding OPF". If you want to clarify how the abbreviation of organizational and legal forms that are not present in the above list is deciphered, or you need to find out the OPF code for the OKOPF of your organization, please look in the OPF classifier located at the following link:

With regard to the process of state registration of an NPO or a commercial organization, the correct and accurate indication of the full and abbreviated name of the legal form (OPF) when preparing documents is a necessary condition for its successful completion.

Sincerely,

staff of the Center for Registration of Non-Commercial Organizations of St. Petersburg and Leningrad Region

3.3. Organizational and legal forms of enterprises in the Russian Federation

Organizational and legal form is a form of business organization, fixed in a legal way. It defines responsibility for obligations, the right to deal on behalf of the enterprise, the management structure and other features of the economic activity of enterprises. The system of organizational and legal forms used in Russia is reflected in the Civil Code of the Russian Federation, as well as in the regulations arising from it. It includes two forms of unincorporated entrepreneurship, seven types of commercial organizations and seven types of non-profit organizations.

Let us consider in more detail the organizational and legal forms of legal entities that are commercial organizations. Entity- an organization that has separate property in ownership, economic management and operational management, is liable for its obligations with this property and can acquire and exercise property rights and incur obligations on its own behalf.

Commercial called organizations that pursue profit as the main goal of their activities.

Economic partnership is an association of persons directly involved in the activities of the partnership, with the share capital divided into shares of the founders. The founders of a partnership may be members of only one partnership.

Complete a partnership is recognized, the participants of which (general partners) are engaged in entrepreneurial activities on behalf of the partnership. If the property of the partnership is insufficient to pay off its debts, creditors have the right to demand satisfaction of claims from the personal property of any of its participants. Therefore, the activity of the partnership is based on the personal and trusting relationships of all participants, the loss of which entails the termination of the partnership. The profits and losses of the partnership are distributed among its participants in proportion to their shares in the share capital.

Faith partnership(limited partnership) - a kind of general partnership, an intermediate form between a general partnership and a limited liability company. It consists of two categories of participants:

General partners carry out entrepreneurial activities on behalf of the partnership and are fully and jointly and severally liable for obligations with all their property;

Investors make contributions to the property of the partnership and bear the risk of losses associated with the activities of the partnership within the limits of the amounts of contributions to the property.

Economical society Unlike a partnership, it is an association of capital. The founders are not required to directly participate in the affairs of the company, members of the company can simultaneously participate in property contributions in several companies.

Limited Liability Company (LLC) – an organization created by agreement between legal entities and citizens by combining their contributions for the purpose of carrying out economic activities. Mandatory personal participation of members in the affairs of the LLC is not required. Members of an LLC are not liable for its obligations and bear the risk of losses associated with the activities of the LLC to the extent of the value of their contributions. The number of participants in an LLC should not be ^1 be more than 50.

Additional Liability Company (ALC) – a type of LLC, so all the general rules of an LLC apply to it. The peculiarity of the ALC is that if the property of this company is insufficient to satisfy the claims of its creditors, the participants in the company can be held liable, and jointly and severally with each other.

Joint Stock Company (JSC)- a commercial organization, the authorized capital of which is divided into a certain number of shares; JSC participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. Open Joint Stock Company (JSC)- a company whose members can alienate their shares without the consent of other members of the company. Such a company has the right to conduct an open subscription for shares issued by it in cases established by the Charter. Closed Joint Stock Company (CJSC)- a company whose shares are distributed only among its founders or other specific circle of persons. CJSC is not entitled to conduct an open subscription for its shares or otherwise offer them to an unlimited number of persons.

Production cooperative (artel) (PC)- a voluntary association of citizens for joint activities, based on their personal labor or other participation and the association of property shares by its members. The profit of the cooperative is distributed among its members in accordance with their labor participation, unless otherwise provided by the charter of the PC.

unitary enterprise- a commercial organization that is not endowed with the right of ownership of the property assigned to it. The property is indivisible and cannot be distributed among contributions (shares, shares), including between employees of the enterprise. It is respectively in state or municipal ownership and is assigned to a unitary enterprise only on a limited property right (economic management or operational management).

unitary enterprise on the right of economic management- an enterprise that is created by decision of a state body or local government. The property transferred to the unitary enterprise is credited to its balance sheet, and the owner does not have the rights of possession and use in relation to this property.

unitary enterprise on the right of operational management- This is a federal state-owned enterprise, which is created by decision of the Government of the Russian Federation on the basis of property that is in federal ownership. State-owned enterprises are not entitled to dispose of movable and immovable property without special permission from the owner. The Russian Federation is liable for the obligations of a state-owned enterprise.

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In the civil law understanding, organizations are treated as legal entities. Article 48 of the Civil Code provides the main features of this legal structure. The decisive one is property isolation. It is precisely this that is expressed by what is contained in Art. 48 an indication that the legal entity "owns, manages or manages separate property." At the same time, “separate property” means property in its broad sense, including things, rights to things and obligations regarding things. This rule assumes that the property of a legal entity is separated from the property of its founders, and if we are talking about an organization built on the basis of membership, that is, a corporation, from the property of its members. Property isolation finds its concrete expression in the fact that a legal entity, depending on its type, must have either an independent balance sheet (commercial organization) or an independent estimate (non-profit organization).

The second essential feature of a legal entity is its independent property liability. A legal entity is liable for its obligations with its property. Unless otherwise provided by law or constituent documents, neither the founders nor the participants of a legal entity are liable for its debts, and in the same way a legal entity is not liable for the debts of founders (participants).

The third sign of a legal entity is an independent act in civil circulation on its own behalf. It means that a legal entity can, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and a defendant in court. organization management legal form

Finally, the fourth feature is organizational unity. It follows from this that the legal entity has an appropriate stable structure. The performance of a legal entity as a single whole is ensured by the fact that at the head of the relevant entity there are bodies endowed with a very specific competence, which carry out internal management of the legal entity and act on its behalf outside. Those who are inside the legal entity - managers, employees, should know what the relevant entity is, what it will do, who manages it and how, what constitutes its property, etc. This is also important for those who enter or only intends to enter into legal relations with this entity.

According to Article 50 of the CG, there are two types of organizations:

• 1. Commercial organizations. Their form of existence:
  • - business partnerships and companies;
  • - production cooperatives;
  • - state and municipal unitary enterprises.
• 2. Non-profit organizations. Their form of existence:
  • - consumer cooperatives;
  • - public or religious organizations;
  • - charitable and other foundations;
  • - institutions.

Based on the ratio of the rights of the founders (participants) and the legal entity itself, three models of legal entities can be distinguished.

The essence of the first model is that the founders (participants) with the transfer of the relevant property to the legal entity completely lose their property rights to it. They do not have such rights in relation to the acquired property. Accordingly, the property transferred by the founders (participants) and acquired by the legal entity itself is recognized as belonging to it on the basis of ownership rights. Losing rights in rem, the founder (participant) in return acquires the rights of obligation - the right to claim against a legal entity. It implies, in particular, the rights belonging to a member of the organization: to participate in its management, receive dividends, etc.

This model is used to build business partnerships and business companies, as well as production and consumer cooperatives, that is, legal entities - corporations.

The second model differs in that the founder, transferring the relevant property to the legal entity for possession, use and disposal, continues to be its owner. The founder is recognized as the owner of everything that the legal entity acquires in the future in the course of its activities. Thus, the founder-owner and the legal entity itself, to which the property belongs on the basis of the right of economic management or operational management derived from ownership, have the rights to the same property. This applies to state and municipal unitary enterprises, as well as institutions funded by the owners, in particular, in cases where the Russian Federation, a constituent entity of the Federation or a municipality acts as the owner (meaning ministries, departments, schools, institutes, hospitals, etc.). P.).

The third model assumes that a legal entity becomes the owner of all property belonging to it. At the same time, unlike the first and second models, in this case, the founders (participants) do not have any property rights in relation to the legal entity - neither liability nor property rights. Such legal entities include public and religious organizations (associations), charitable and other foundations, associations of legal entities (associations and unions).

The difference between these three models is clearly manifested, in particular, at the time of liquidation of a legal entity. Participants in a legal entity built according to the first model have the right to claim a part of the remaining property, which corresponds to their share (half, quarter, etc.). The founder of a legal entity built according to the second model receives everything that is left after settlements with creditors. Under the third model, the founders (participants) do not acquire any rights to the remaining property at all.

Business partnerships and companies are the most common form of collective entrepreneurial activity, within which production, trade, intermediary, credit and financial, insurance and other organizations can operate. The Civil Code defines the possibility of the existence of the following types of partnerships and companies:

• - full partnership;
• - partnership on faith;
• - limited liability company;
• - open and closed joint-stock company;
• - subsidiary and dependent company.

Partnerships and societies have many features in common. All of them are commercial organizations that set the main task of making a profit and distributing it among the participants. Companies and partnerships are formed under the agreement of their founders (first participants), that is, on a voluntary basis. The participants in these organizations themselves determine the structure of the legal entities they create and control their activities in accordance with the procedure established by law.

The differences between companies and partnerships lie in the fact that partnerships are considered as an association of persons, and companies - as an association of capital. The association of persons, in addition to property contributions, involves their personal participation in the affairs of the partnership. And since we are talking about participation in entrepreneurial activity, its participant must have the status of either a commercial organization or an individual entrepreneur. Consequently, an entrepreneur can be a member of only one partnership, and the partnership itself can only consist of entrepreneurs (that is, it cannot include non-profit organizations or citizens who are not engaged in entrepreneurial activities).

In contrast to this, companies, as associations of capital, do not imply (although they do not exclude) the personal participation of the founders (participants) in their affairs, and therefore allow:

• - simultaneous participation in several companies, including those of a homogeneous nature (which reduces the risk of property losses);
• - participation in them of any persons, and not just professional entrepreneurs.

In addition, participants in partnerships bear unlimited liability for their debts with all their property (with the exception of investors in a limited partnership), while in companies, participants are not liable for their debts at all, but only bear the risk of losses (loss of contributions made), except for participants in companies. with additional responsibility. Since it is impossible to guarantee the same property twice for the debts of several independent organizations, such liability also testifies in favor of the impossibility of the simultaneous participation of an entrepreneur in more than one partnership.

A general partnership is a commercial organization, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities and bear full responsibility for all their property. The activities of general partnerships are characterized by two features:

• - the entrepreneurial activity of its participants is considered to be the activity of the partnership itself;
• - when concluding a transaction on behalf of the partnership by one participant, the property liability (in the event of a shortage of partnership property) may be borne by the other participant with his personal property.

A limited partnership, or limited partnership, is distinguished by the fact that it consists of two groups of participants. Some of them carry out entrepreneurial activities on behalf of the partnership and at the same time bear additional unlimited liability with their personal property for its debts, that is, in fact, they are full partners and, as it were, constitute a full partnership within a limited partnership. Other participants (contributors, limited partners) make contributions to the property of the partnership, but do not answer with their personal property for its obligations. Since their contributions become the property of the partnership, they only bear the risk of losing them and therefore do not take as much risk as full liability partners. Therefore, limited partners are suspended from doing business as limited partners. Retaining primarily the right to receive income from their contributions, as well as to information about the activities of the partnership, they are forced to fully trust the participants with full responsibility in regard to the use of property. Hence the traditional Russian name "kommandity" - a partnership on faith.

A limited liability company (LLC) is a type of capital association that does not require the personal participation of its members in the affairs of the company. The characteristic features of this commercial organization are the division of its authorized capital into shares of participants and the absence of liability of the latter for the company's debts. The property of the company, including the authorized capital, belongs to it by the right of ownership as a legal entity and does not form an object of shared ownership of the participants. Participants are not liable for the company's debts, but only bear the risk of losses (loss of deposits). Society can be created by one person. The total number of participants in an LLC must not exceed 50.

An additional liability company (ALC) is a type of LLC. A distinctive feature of the ALC is that if the property of such a company is insufficient to satisfy the claims of its creditors, the participants in the company with additional liability can be held liable for the debts of the company with their personal property, and in joint and several order. However, the amount of this liability is limited: it does not concern all of their personal property, as in a general partnership, but only part of it - the same multiple for all of the amount of contributions made (for example, three times, five times, etc.). Thus, this company occupies, as it were, an intermediate position between partnerships with their unlimited liability of participants and companies that generally exclude such liability.

A joint stock company (JSC) is a commercial organization, the authorized capital of which is divided into a certain number of shares, each of which is represented by a security-share. Owners of shares - shareholders - are not liable for the obligations of the company, but only bear the risk of losses - the loss of the value of their shares.

Registration of the rights of a shareholder by shares (securities) means that the transfer of these rights to other persons is possible only through the transfer of shares. Therefore, when leaving a joint-stock company, its participant cannot demand from the company itself any payments or extraditions due to its share. After all, this exit can be carried out in only one way - by selling, assigning or otherwise transferring your shares (or a share) to another person. Consequently, a joint-stock company, unlike a limited liability company, is guaranteed against a decrease in its property when its participants leave it. Other differences between these companies are associated with a more complex management structure in a joint-stock company. These differences are caused by attempts to prevent abuses, for which this organizational and legal form of entrepreneurship provides great opportunities. The fact is that the leaders of such a company, in the presence of a huge number of small shareholders, who, as a rule, are incompetent in entrepreneurial activity and are only interested in receiving dividends, acquire, in fact, uncontrolled possibilities for using the capital of the company. This explains the emergence of rules on the public conduct of affairs of a joint-stock company, on the need to form in it a permanent controlling body of shareholders - a supervisory board, etc.

It must be borne in mind that a joint-stock company as a form of capital pooling is designed for large businesses and is usually not used by small companies. Therefore, a joint-stock company is not limited by the number of participants.

Joint-stock companies are divided into open (JSC) and closed (CJSC). An open joint stock company distributes its shares among an indefinite circle of persons, and therefore only it has the right to conduct an open subscription for its shares and their free sale. Its shareholders freely alienate their shares, which makes the membership of such a company variable. OJSCs are obliged to conduct business in public, that is, to publish annually for general information the annual report, balance sheet, profit and loss account.

In contrast, a closed joint-stock company distributes its shares only among the founders or other predetermined circle of persons, that is, it is characterized by a constant composition of participants. Therefore, it is deprived of the right to conduct an open subscription for its shares or offer them for purchase to other persons in any other way. The participants in such a company enjoy the right of pre-emption to purchase shares sold by other shareholders, which is designed to preserve their pre-limited composition. Therefore, the number of participants in a closed joint stock company should not exceed the limit, which is established by the law on joint stock companies.

The supreme body of a joint-stock company is the general meeting of its shareholders. It has exclusive competence, which cannot be transferred to other bodies of the company even by decision of the general meeting. It includes: changing the charter of the company, including changing the size of its authorized capital, the election of the supervisory board (board of directors), the audit commission (auditor) and the executive bodies of the company (unless the latter issue is within the exclusive competence of the supervisory board), as well as the approval of annual reports and balance sheets of the company, distribution of its profits and losses and decision on the issue of reorganization or liquidation of the company. In large joint-stock companies with more than 50 shareholders, a supervisory board must be created, which is a permanent collective body that expresses the interests of shareholders and controls the activities of the executive bodies of the company. In cases of its creation, the exclusive competence of this body is determined, which also under no circumstances can be transferred to the executive bodies. In particular, it may include consent to the company's major transactions equivalent to a significant part of the value of the company's charter capital, as well as the appointment and recall of the company's executive bodies.

The audit commission of the company, which in small companies can be replaced by an auditor, is created only from among the shareholders, but is not a management body of the company. Its powers to control the financial documentation of the company and the procedure for their implementation are determined by the law on joint-stock companies and the charters of specific companies.

The executive body of the company (directorate, board) has "residual" competence, that is, it decides all issues of the company's activities that are not within the competence of the general meeting or the supervisory board. The Civil Code allows the transfer of powers of the executive body not to elected shareholders, but to a management company or a manager (individual entrepreneur). Another economic company or partnership or production cooperative may act as a management company. Such a situation is possible by decision of the general meeting, in accordance with which a special agreement is concluded with the management company (or individual manager), providing for mutual rights and obligations, as well as responsibility for their non-compliance

Another way to control the activities of the company's executive bodies is an independent audit. Such an audit may be carried out at any time at the request of shareholders whose aggregate share in the authorized capital of the company is at least 10%. An external audit is also obligatory for open joint-stock companies that are obliged to conduct business publicly, because here it serves as an additional confirmation of the correctness of the published documents of the company.

A subsidiary economic company does not constitute a special organizational and legal form. In this capacity, any economic company can act - joint-stock, with limited or additional liability. The peculiarities of the position of subsidiaries are related to their relationship with "parent" (controlling) companies or partnerships and the possible emergence of liability of controlling companies for the debts of subsidiaries.

A company may be recognized as a subsidiary if at least one of the following three conditions is met:

• - prevailing in comparison with other participants of participation in its authorized capital of another company or partnership;
• - an agreement between the company and another company or partnership on managing the affairs of the first;
• - another opportunity for one company or partnership to determine decisions made by another company. Thus, the presence of the status of a subsidiary does not depend on strictly formal criteria and can be proved, for example, in court in order to use the appropriate legal consequences.

The main consequences of recognizing a company as a subsidiary are related to the emergence of liability to its creditors on the part of the controlling ("parent") company, which is responsible, however, not for all transactions made by the subsidiary, but only in two cases:

• - when concluding a transaction at the direction of the controlling company;
• - in case of bankruptcy of a subsidiary and it is proved that this bankruptcy was caused by the execution of the instructions of the controlling company.

The subsidiary company itself is not liable for the debts of the main (controlling) company or partnership.

The main ("parent") and subsidiary (or subsidiaries) companies constitute a system of interconnected companies, which received the name "holding" in American law, and "concern" in German law. However, neither the holding nor the concern itself is a legal entity.

Dependent companies are also not a special organizational and legal form of commercial organizations. Various business companies act in this capacity. We are talking about the ability of one society to significantly influence the decision-making of another society, and that, in turn, to exert a similar (non-determining) influence on the decision-making of the first society. Such a possibility is based on their mutual participation in each other's capital, which, however, does not reach the degree of a "controlling stake", that is, it does not allow one to speak of such relationships as relations between subsidiaries and "parent" companies.

In accordance with paragraph 1 of Art. 106 of the Civil Code, a company is recognized as dependent, in the authorized capital of which another company has more than 20% participation (voting shares or shares in the capital of a limited liability company). Dependent companies often mutually participate in each other's capital. At the same time, the shares of their participation can be the same, which excludes the possibility of one-sided influence of one company on the affairs of another.

A production cooperative is an association of citizens who are not entrepreneurs, which was created by them for joint economic activity on the basis of personal labor participation and the association of certain property contributions (shares). Members of the cooperative bear additional responsibility for its debts with their personal property within the limits established by law and the charter of the cooperative.

A non-owner commercial organization is recognized as a unitary enterprise. Such a special organizational and legal form is reserved only for state and municipal property. Since December 8, 1994, the right to create non-owner commercial organizations (that is, "enterprises") has been reserved only for state and municipal entities. Organizations of this kind are declared "unitary" by law, which implies the indivisibility of their property into any contributions, shares or shares, including its employees, since it is wholly owned by the owner-founder. Unitary enterprises can act in two forms - based on the right of economic management and the right of operational management, or state-owned. A unitary enterprise is not liable for the obligations of its founder-owner. The latter, however, is not liable with its property for the debts of a unitary enterprise based on the right of economic management, but may be held additionally liable for the debts of an enterprise based on the right of operational management ("state").

Institutions are the only type of non-profit organization that is not the owner of its property. The number of institutions includes a large number of various non-profit organizations: state and municipal authorities, institutions of education and enlightenment, culture and sports, social protection, etc.

Being a non-owner, the institution has a very limited right to operational management of the property transferred to it by the owner. It does not imply the participation of such an organization in entrepreneurial relations, with the exception of certain cases provided for by its constituent documents. But if the institution lacks funds for settlements with creditors, the latter have the right to make claims against the founder-owner, who in this case is fully liable for the debts of his institution. Given this circumstance, the law does not provide for the possibility of bankruptcy of institutions.

The main source of property of the institution is the funds received by it according to the estimate from the owner. The owner can finance his institution and partially, giving him the opportunity to receive additional income from the entrepreneurial activity permitted by the owner.