Basic organizational and legal forms of enterprises. Main forms of enterprises (firms) Types of organizations by organizational and legal form
There is a question that sometimes baffles company owners. This is the legal form of the company. Although, in a good way, there is nothing complicated in OPF.
What is OPF
The organizational and legal form (OLF), or as it is sometimes called, the “form of doing business,” is a method of ownership and use of property (for some, disposal) established by the legislation of the country, and, based on this, the purpose of creating and conducting business.
Since legal entities can be divided into commercial and non-commercial, the purposes here may differ as follows:
- Making a profit - for commercial;
- Public interests, education, enlightenment, etc. - for non-profits.
Commercial legal entities, in turn, are divided into:
- Business partnerships and societies - with the right to own, use and dispose of property;
- Unitary enterprises - with the right of economic management or operational management of property. They cannot manage it.
Let's look at it with an example. The most common case of commercial legal. persons - LLC, or limited liability company:
- Society is a type of commercial organization, namely a business entity.
- Limited liability means that the company is liable for its obligations within the limits of its property and authorized capital. True, no one has canceled the subsidiary liability of its controlling persons.
Types of organizational and legal forms
It’s easier to summarize everything in a table here:
Commercial organizations | |
Partnerships | General partnerships |
Partnerships of Faith | |
Business societies | Limited Liability Companies |
Non-public joint stock companies | |
Public joint stock companies | |
Unitary enterprises | Unitary enterprises based on the right of economic management |
Unitary enterprises based on the right of operational management | |
Others | Producer cooperatives |
Peasant (farm) enterprises (from January 1, 2010) | |
Business partnerships | |
Non-profit organizations | |
Consumer cooperatives | |
Public associations | Public organizations |
Social movements | |
Public amateur bodies | |
Political parties | |
Funds | Charitable foundations |
Public funds | |
Institutions | Federal government agency |
Federal state autonomous institution | |
Federal state budgetary institution | |
State corporations | |
Nonprofit partnerships | |
Autonomous non-profit organizations | |
Communities of indigenous peoples | |
Cossack societies | |
Associations of legal entities (associations and unions) | |
Peasant (farm) associations | |
Territorial public self-governments | |
Property Owners Associations | |
Gardening, gardening or dacha non-profit partnerships | |
Religious organizations | |
Legal entities | Law Office |
Law office | |
Lawyer's office | |
Law firm | |
Law Firm | |
Notary offices | State notary offices |
Private notary offices | |
Without education legal entity | |
Mutual funds | |
Simple partnerships | |
Individual entrepreneurs |
In any economic system, not only are there a huge number of firms, as discussed above, but there are also various types of firms. This is primarily due to diversityways to save (minimize) transaction costs.
The company as a production unit and an instrument of entrepreneurial activity always has one or another organizational and legal form. From a legal point of view, a company (enterprise) is understood as an independent economic entity with the rights of a legal entity, which combines under its management the factors of production - capital, land and labor - for the purpose of producing goods and services.
Legal form- this is a set of legal norms that determine the relations of enterprise participants with the entire world around them. IN world In practice, various organizational and legal forms of enterprises are used, which are determined by the national legislation of individual countries. Laws give these enterprises the status of a legal entity that has its own property and is liable for its obligations with this property, has an independent balance sheet, and acts in civil proceedings, in court, arbitration and arbitration courts on its own behalf.
According to current legislation, currently in Russia There are the following organizational and legal forms of enterprises:
Rice. 1. Organizational and legal forms of enterprises
Concepts like MP (small enterprise), JV (joint venture), cooperative, are now considered outdated. They reflected not the legal status of the enterprise, but some of its economic features. Thus, MP is a characteristic of an enterprise in terms of the number of employees. For example, according to Russian legislation, in the field of services and trade such is an enterprise with a workforce of 15 to 25 people, in the field of science - up to 100 people, in industry and construction - up to 200. Why was such a category as SE allocated? All over the world, including here, there are programs to support small businesses.
The concept of a joint venture is also purely economic, showing who created it. In our country, this form was used due to the fact that initially there was no complete clarity regarding the legal status of the joint venture. World experience suggests that about 90% of joint ventures are limited liability companies. Now in Russia and other CIS countries, joint ventures are also included mainly in this category. The law also allows the creation of joint ventures in the form of other companies.
Let us dwell on the characteristics of the main organizational and legal forms of entrepreneurial activity, the most common in the modern world economy. These include:
· sole proprietorship (private enterprise) company;
· partnership (partnership);
· corporation (joint stock company).
1. Private (sole) company is the oldest form of business organization. As the name suggests, such a firm is owned by an entrepreneur who buys the factors of production he needs on the market. In other words, a private enterprise belongs to one person, which owns all its assets and is personally liable for all its obligations (is the subject of unlimited liability).
The owner of a classic private enterprise company is central figure, with which the owners of all other factors of production (resources) enter into contracts. He usually owns the most important (interspecific) resource. Such a resource can be both physical and human capital (special intellectual, entrepreneurial and other abilities).
The purpose of a private enterprise is maximizing the owner's profit— income remaining after making all payments to factor owners. A private enterprise should be distinguished fromcapitalist firmowned by the owners of capital and aiming to maximize the return on invested capital. In addition, the functions of an entrepreneur in such a company are usually performed by a hired manager - manager.
Private enterprises have a number of important advantages, thanks to which they have become widespread in the business world, but at the same time they have significant disadvantages.
Among the obvious benefits should include:
1) simplicity of organization. Due to its simplicity, a business enterprise based on sole proprietorship can be created without much difficulty;
2) freedom of action of the company owner. He does not need to coordinate his decisions with anyone (he is independent in the conduct of all his affairs);
3) strong economic motivation(receipt of all profits, or more precisely, the remaining income by one person - the owner of the company).
Flaws sole proprietorship:
1. limited financial and material resources . This is due not only to the lack of equity capital, but also to the difficulties of attracting credit resources. Lenders are very reluctant to provide loans to sole proprietors, believing that it is risky. Therefore, the main source of financing for private entrepreneurial activity is the owner’s savings and funds borrowed from relatives, close friends, etc. Over time, capital can be increased by investing the profit received in the business, however, even in this case, the growth of the company will be slow. Therefore, individual enterprises are usually small in size;
2. lack of a developed system of internal specialization production and management functions(especially in small and medium-sized enterprises);
3. certain tax problems. They arise due to the fact that additional payments made by a private enterprise, for example, for medical insurance and life insurance, are not considered by the tax authorities of some countries as its expenses and therefore are not subject to exclusion from profit when calculating the taxable base (corporations, on the contrary, enjoy tax benefits in relation to such payments). The sole owner must pay such expenses from the profit remaining at his disposal after taxes;
4. difficulties in transferring ownership rights. No property of a sole proprietorship, unlike property of corporations, can be transferred to family members during the owner's lifetime. This limits the maneuverability of the sole form of business organization and creates additional problems in the accumulation of capital;
5. unlimited owner liability for all obligations assumed by his enterprise. If claims are brought against the company, including in court, its owner bears full personal liability before the court. This means that for
satisfaction of claims may be confiscated not only company property, but also personal property. A similar outcome occurs
and in case of bankruptcy for other reasons. All this puts the sole owner in a risky position.
For these reasons, individual enterprises are short-lived; most of them are newly established firms, as well as such specific establishments as shops and farms, which remain effective due to the small scale of production. According to some data, on average, out of 10 established companies, 7 cease to operate within 5 years.
Unlimited liability is the main disadvantage of sole proprietorship.Therefore, the owners of private firms back in the 17th - 18th centuries. “they used a trick” - they introduced the so-called limited liability (Ltd - limited). The company becomes an organization that includes a certain number of people. What does limited liability mean? This means that if a company owes money to someone and cannot pay its debts, then in this case you can only sue the company, but not its participants. What will you have to pay in this case? Only what the company owns. Specific forms of such enterprises (limited liability partnerships) are discussed below.
2. Partnership (partnership) . This firm is similar to a sole proprietorship in every respect except that there is more than one owner. IN general partnership all partners have unlimited liability. They are jointly liable for the obligations of the partnership. Persons who have joined an already existing partnership are liable along with the old members for all debts, including those that arose before their entry into this partnership.
In most cases, general partnerships are formed by legal entities (large enterprises). An agreement on their joint activities in any area can already be considered as the formation of such a partnership. In such cases, neither a charter nor even registration of a partnership is required.
Overcoming, in a certain sense, the financial and material limitations of sole ownership, partnerships create some new inconveniences and difficulties. First of all, this applies to the selection of partners. Since one of the partners may bind the partnership to certain obligations, partners should be selected carefully. In most cases, there is a formal agreement, or partnership agreement; it defines the powers of each partner, the distribution of profits, the total amount of capital contributed by the partners, the procedure for attracting new partners and the procedure for re-registering the partnership in the event of the death of any of the partners or his withdrawal from the partnership. Legally, a partnership ceases to exist if one of the partners dies or leaves the partnership. In such cases, it is quite difficult to resolve all issues and restore partnership.
For the reasons mentioned, many believe Partnership is an unattractive form of business organization.
The decision-making process in partnerships is also difficult, since the most important decisions must be made by a majority vote. To simplify the decision-making process, partnerships establish a certain hierarchy, dividing partners into two or more categories based on the importance of the decision that each partner can make. It also defines the cases in which he must delegate decision-making power to the firm.
A modified form of a general partnership is a mixed (limited) partnership. Its main feature is that, along with one or more participants who are liable to the creditors of the partnership with all their property, there is one or more participants whose liability is limited to their contribution to the capital of the company. Those participants who are responsible for the risk of all their property are internal members of the society and are called full partners, or complementaries. The rest, who risk only within the limits of their contribution, are external participants (investors) and are called limited partners.
As a rule, the affairs of a limited partnership are managed by the partners. They lead and represent society. Investing partners do not participate in commercial transactions. They are, strictly speaking, investors in the partnership. In terms of internal relationships, the management functions of the company are usually carried out with the consent of the limited partners.
Many people are well known from history, scientific and fiction the names “Johnson, Johnson and Co.,” “Ivanov, Sons and Co.,” etc. These are limited partnerships. IN modern conditions The limited partnership form is often used to finance real estate businesses.
Limited partnerships may, in some cases, issue shares based on the contributions of outside participants. Such participants are called joint-stock limited partners, and the company is called a joint-stock limited partner.
For tax reasons, a limited liability company may be accepted as the sole partner of a limited partnership. Such education is called limited liability limited partnership. Its advantage is that from a tax point of view it is a partnership, and from a civil law point of view it makes it possible to transfer unlimited liability to a limited liability company, which becomes the sole bearer of unlimited liability and, as a rule, has only a small capital.
In our country, the form of mixed limited partnership has not yet become widespread, but it may be useful in some cases.For example,If a private person (persons) who has an idea and a reputable enterprise that has decided to take this idea into service does not have the money to implement it, a mixed partnership is created: the private person enters into it with limited liability, the enterprise with full liability. In this case, the company acts as a guarantor for a bank loan, which is managed by a private individual under the control of the company.
A limited partnership (limited liability company) is an association that is formed on the basis of predetermined contributions of shareholders. Its members (individuals and legal entities) are not responsible for fulfilling the obligations of the company, but risk only within the limits of their contributions. This is the meaning of the concept "limited liability". In the names of foreign companies, and now some of ours, you can often see the word “limited” (abbreviated as Ltd), which means “limited liability”.
In limited liability companies, in most cases there are close relationships between partners. For this reason, they are very suitable for organizing family businesses. If all the property of a society is concentrated in one hand, then it becomes a “society of one person.”
To establish a limited liability company, it is necessary to conclude memorandum of association, which defines the name of the company, location and direction of activity of the enterprise, and also indicates the size of the authorized capital and the share participation of members of the company in it.
Minimum authorized capital V different countries is different: in Austria it is 500 thousand shillings, in Germany 50 thousand marks, in Hungary - 1 million forints,in Russia - 10 thousand rubles , in Ukraine - 869 hryvnia. Except Money It is also possible to establish a company with contributions in the form material assets(cars, land plots, licenses).
The rights of members of society are exercised on meetings of society members which are held at least once or twice a year. The meeting has the right to make the most important decisions, in particular to approve the annual balance sheet, determine the distribution of profits, draw up cost estimates, elect and re-elect the director of the company, and give him instructions on a wide variety of issues. Control over the activities of the company is carried out by audit committee(in Western countries - the supervisory board), whose members are appointed by the general meeting.
3. Corporation (according to Russian legislation - a joint-stock company) is an impersonal enterprise with the right of a legal entity, created in accordance with the permitting procedure and possessing authorized capital, divided into a certain number of equal shares - shares.
Main distinguishing feature This form of business organization is that a joint stock company operates independently of its owners. The liability of company members, called shareholders, is limited to the nominal value of the shares they purchase.
Limited Liability - Important advantage over a sole proprietorship or partnership. A joint stock company can raise funds on its own behalf without imposing unlimited liability on its members. Consequently, in the event of claims against a joint stock company, the law prohibits the confiscation of the personal property of its owners.
Shareholders are entitled to a share of the corporation's profits. The part of the profit paid to the owner of the shares is called dividend. The part that is not paid as dividends is called retained earnings.
Dividends are traditionally calculated as a percentage of the par value of the share, and last years in some countries - in absolute amounts per share (which is more reasonable). Dividends in the form of shares (“bonus” issues) do not provide for cash payments. From the point of view of attracting new share capital, dividend income is the main component of the cost of such capital.
Another important advantage of the corporation is the right of shareholders to transfer their shares to others(if these are not registered shares). In addition, the corporation continues to operate in the event of the death of individual shareholders, and when any of the shareholders wishes to sell their interest in shares.
There are two types of joint stock companies − open and closed.
Stockopen societies are distributed freely under the conditions established by laws and other legal acts. Open joint stock companies are created in order to raise large capital. Shares of such a company may be listed on the stock exchange. This implies complete openness of society and careful control over its activities. An open joint-stock company is obliged to annually publish an annual report for public information, balance sheet, profit and loss account.
A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized closed. According to Russian legislation, such a company does not have the right to conduct an open subscription for the shares it issues. The number of participants in a closed joint stock company must not exceed the number established by the law on joint stock companies; otherwise, it is subject to transformation into an open joint-stock company within a year, and upon expiration of this period - liquidation through judicial procedure, if the number of shareholders is not reduced to the limit established by law.
For these reasons, a closed joint stock company is the most suitable legal form for enterprises such as medium-sized industrial and commercial organizations that do not require large funds to operate; risky (venture) firms. The latter are created to develop a new commercial idea by a group of people who are ready to finance the enterprise until it becomes clear that it is necessary to attract additional capital through the securities market and become an open joint-stock company. In economic practice, closed joint stock companies are much more numerous than open companies, although the average capital size is noticeably larger for the latter.
Currently, joint stock companies are the most common form of entrepreneurship, forming a kind of “armature” of the world economy. This is partly due to the fact that their activities are well established in practice.
The first predecessors of joint stock companies appeared back in the 15th-16th centuries, when they were createdbanks of St. George in Genoa and St. Ambrose in Milan. In the 17th century large trading companies arose: the Dutch East India Company (1600), the French “Company des Endes Occidentals” (1628). The concept of “share”, so well known today, first appears in the charter of the Dutch East India Company, whose participants were called shareholders, dates back to this time.
The joint stock form received its greatest development with the transition to capitalism.In pre-revolutionary Russia it was also well known: the number of joint stock companies in 1916 numbered in the thousands.
An important reason for the wide spread of joint stock companies is the ability to concentrate gigantic capital within them, which makes it possible to solve the most complex economic problems. A significant advantage of joint stock companies compared to other types of partnerships is also the presence of a market where you can freely buy or sell securities. All this predetermined the wide spread of joint stock companies in industry, trade, banking and insurance, and in other areas of the economy. The only exception is agriculture, where joint stock companies, due to the specifics of the industry, have not received widespread development. In the United States alone there are now over 3 million corporations that produce the majority of the country's gross national product.
One of the disadvantages of a joint stock company can be considered a tax payment procedure that provides for double taxation: taxes on profits, which reduce the amount of income due to shareholders, and taxes on dividends received by shareholders.
Less important disadvantages include time spent on registering a joint stock company And bureaucratic procedures that must be passed through in the process of creating a society.
By its economic nature, method of organization and activity, a joint-stock company is a form of collective entrepreneurship. However, the division of the authorized capital into a certain number of equal shares (shares), which can be acquired by different persons, gives the joint-stock form the character of private corporate entrepreneurship.
Cooperative is a society whose activities are aimed, in principle, not at generating income, but at providing assistance and assistance to members of society.
The founders of modern cooperatives are considered to be 28 workers from the city of Rochdale. (England). In 1844, saving a few pence a week, they collected an initial capital of 28 pounds, with which they rented a store and began a small trade in flour, oatmeal, sugar, butter and candles. The profits from this enterprise were divided among the members in proportion to the number of their purchases.
Such societies are called consumer cooperative societies. Along with them there are production cooperative societies created by producers. In Russia, cooperatives have become widespread primarily in production activities, in the service sector and in the trade and intermediary area. The cooperative form of entrepreneurship is characterized by the establishment close connection between the members of the cooperative and the cooperative itself. The cooperative is a legal entity, and therefore a subject of law.
In modern business practice, turnover cooperatives occupy a relatively small share, although they are common in many countries. This is explained by a number of circumstances, and primarily by the fact that at cooperative enterprises there is a tendency towards "decapitalization" of income, which reduces production efficiency, hampers the innovation process, and complicates structural transformations.
On the other hand, this form has clear advantages, among which one of the important ones is high motivation due to the unity of property and labor. But it only works if, instead of impersonal “collective property,” which essentially means the property of a collective, there is the property of the members of this collective. In the USA, for example, the term “employee-owned” is used to characterize such enterprises. It is much more accurate, since employee property is a type of private property, which differs from classical private property in that the owner necessarily simultaneously works at the enterprise of which he is a co-owner, and there is a certain mechanism that ensures his participation in the management of the enterprise.
It should be noted that in the United States, employee ownership is transformed into private rather than public ownership. Moreover, this process is strongly encouraged, since, according to available data, labor productivity in employee-owned enterprises is on average 10% higher than in other types of enterprises. In recent years, the US Congress has passed more than 20 federal laws, in one form or another, primarily through tax breaks that stimulate the development of employee ownership. Now in the country there are more than 11 thousand enterprises that are fully or partially owned by workers. They employ about 12 million people. Several centers have emerged that deal with the problems of employee ownership, both theoretically and purely applied.
The emergence and development of this kind of collective-private entrepreneurship is based on scientific and technological revolution. It caused the development of knowledge-intensive industries and increased the role and share of intellectual workers. They cannot set the rhythm of their work using a conveyor, and even the most ordinary control over their work is ineffective. Such employees work with dedication only when they have the appropriate motivation. The position of owner is best conducive to the emergence of such motivation. As a result, first dozens, and then hundreds and thousands of companies began to appear, sometimes employing only a few people. But this fragmentation is compensated by the fact that an increasing number of people participate in social production not just as hired workers, but as owners who have completely different incentives to work.
In large industries, which for technological reasons cannot be divided into small private enterprises, a similar problem is solved by transforming traditional private property into employee ownership. Moreover, the supporters of such a transformation are often the entrepreneurs themselves, who understand that by ceding part of the property they own to their employees, they increase the efficiency of their work and more than compensate for that part of the profit that they will have to give in the form of dividends to the emerging co-owners.
In Russia and other CIS countries, enterprises based on employee ownership are just being created. The attitude towards them in society is ambiguous. Among scientists, for example, there are many critics "people's enterprises", often appealing to the Yugoslav experience of “workers’ self-government,” which, as we know, did not stand the test of time. However, this misses the point: in the Yugoslav experiment, worker property was not created or used. Impersonal collective property reigned there, which actually did not belong to either the workers or the state.
Attitude labor collectives in our country there is a very friendly attitude towards “people's enterprises”, which means that in the course of further privatization they will become widespread. But to prevent such enterprises from becoming a type of Soviet collective farms, a comprehensive study of Western experience in their organization is necessary. Moreover, today this experience is not limited to the American one. At one time, the EU Council adopted recommendations for the implementation of programs for the transition to “employee ownership” (ESOP program) in all Western European countries. As a method of privatization, the ESOP program has also begun to be widely used in Poland, Hungary, the Czech Republic, and Slovakia.
However, it would be a mistake to extend worker-owned enterprises throughout the economy. Western countries achieved success in socio-economic, scientific and technological development because they created conditions for the development of various forms of ownership and entrepreneurship. In the same USA, out of 19 million of various types of enterprises, 70% are sole proprietorship enterprises, 10% are partnerships (owned by two or more persons), 20% are corporations or joint stock companies.
State enterprise . In many countries modern world The active entrepreneur is the state, which owns from 5-10 to 35-40% of the fixed capital. In the former socialist countries, the state owned the overwhelming majority of production assets, which made it essentially the only economic entity in the economy.
In the mid-1980s, the share of public sector enterprises in added value creation was: in Czechoslovakia - 97%, in the GDR - 97,in the USSR - 96, in Yugoslavia - 87, in Hungary - 86, in Poland - 82, in France - 17, in Italy - 14, in Germany - 11, in England - 11, in Denmark - 6, in the USA - 1%.
From the above data it is clear that in the so-called socialist countries the “state economy” dominated, while in the Western world the state was given a relatively limited field of activity. However, by the standards of a market economy, the scale of activity turned out to be too large, which prompted Western governments to take the path of privatization. This privatization is not as grandiose as in Eastern European countries and the CIS, but it is important trend towards expansion of the non-state economy.
At the same time, even in these conditions, many state enterprises play a significant role in the national economy, and sometimes are leaders among industrial firms.
For example, in Italylist of the largest industrial enterprises head government organizations -Iran(operates in ferrous metallurgy, shipbuilding and mechanical engineering, aviation, automotive, electronic, electrical and other industries, maritime and air transport, telephone and telegraph communications, radio and television broadcasting), ENI(oil and gas production, trade in petroleum products);in France - "Elf-Akiten"(oil production and refining, petroleum products production, chemical industry, healthcare, perfumes and cosmetics), Renault(produces cars, trucks, sports cars) ; in Finland - "Neste" (oil refining and retail trade in petroleum products).
Thus, existence in market economy a more or less large public sector requires clarification and clarification of some problems of its economic content, emergence and organizational design.
Signs of a state enterprise. A state-owned enterprise is a production unit characterized by two main features.
First lies in the fact that the property of such an enterprise and its management are fully or partially in the hands of the state and its bodies (associations, ministries, departments); they either own the capital of the enterprise and have undivided powers to manage it and make decisions, or they unite with private entrepreneurs, but influence and control them.
Second concerns the motives for the functioning of a state enterprise. In its activities, it is guided not only by the search for the greatest profit, but also by the desire to satisfy social needs, which can reduce economic efficiency or even lead in some cases to losses, which, however, are justified.
An independent business entity operating in a market economy is an enterprise. An enterprise is created to produce products, perform work and provide services in order to satisfy consumer demand and make a profit. It independently carries out its activities, sells its products, and uses the profits remaining at its disposal after paying taxes and other obligatory payments.
IN Russian Federation Enterprises that are federally owned, state owned by republics within the Russian Federation, territories, regions, can be created and operate. autonomous region, autonomous okrugs, municipal and private property. The relations of an enterprise with other enterprises, organizations, institutions, state and municipal authorities and citizens are regulated by law.
The constituent documents of an enterprise are its charter, as well as the decision on its creation and the founders’ agreement. The charter defines the organizational and legal form of the enterprise, management and control bodies, the procedure for the distribution of profits and the formation of funds. Termination of an enterprise's activities can be carried out in the form of liquidation or reorganization. Forms of reorganization of an enterprise are merger, accession, division, separation from the previous structure or transformation into another organizational and legal form.
The scale and nature of the organizational problems facing the manager vary depending on the size of the enterprise. For example, organizational problems small businesses focus on dividing work, establishing responsibilities, and defining the scope of control. Mid-sized enterprises are more concerned with using functional organization, staff rationalization and coordination. Large organizations have problems decentralizing, balancing the efforts of various departments as enterprises grow.
The degree of involvement of enterprises in market forms of management largely depends on its focus on consumer needs and the production of competitive products. Well-organized businesses are more efficient. If an enterprise is created and operates on the basis of modern principles, then the satisfaction of its employees with the results of their work is higher. An irrational organization requires much more time to solve problems, many of which are generated by the organization itself.
The activity of the enterprise is cyclical. Failures and disruptions in these activities are symptoms of problems in the organization itself. It is important to study these symptoms, make changes and organizational adjustments, and monitor how problems are solved. From these positions, the organizational structure of an enterprise should be based on such principles as the ability to respond flexibly to changes in market needs, ensuring an optimal level of decentralization management decisions, personalized responsibility for organizing and performing the functions of the enterprise. These principles must be reflected in the approved regulations on the organizational structure of the enterprise. The main range of issues regulated by this provision can be reduced to the following:
main activities of the enterprise;
basic functions of enterprise management (marketing, production organization, finance, economics, accounting, personnel, information service);
composition of service functions of the enterprise;
determination of the type of structure (linear, linear-functional, divisional, matrix, combined);
the composition of the organizational units of the enterprise, the functions assigned to them and the determination of the work procedure for their implementation (rights, responsibilities, deadlines, incentives and punishments);
the allocation of independent divisions (auxiliary, service), the formation of profit centers;
determination of the compliance control procedure organizational structure areas of activity of the enterprise and personification of responsibility for performing the specified control function.
Types of organization of business entities
In accordance with the Civil Code of the Russian Federation, in force since the beginning of 1995, legal entities that are commercial organizations can be created in various forms (Fig. 3.3).
Rice. 1.3
Business partnerships and societies are commercial organizations with joint (joint) capital divided into shares (contributions) of its participants. Business partnerships can be created in the form of a general partnership and limited partnership. Business companies can be created in the form of a joint stock company, a limited liability company or an additional liability company. Participants in general partnerships and general partners in limited partnerships can be individual entrepreneurs and (or) commercial organizations. Participants in business companies and investors in limited partnerships can be citizens and legal entities. Government agencies and authorities local government does not have the right to act as participants in business companies and investors in limited partnerships, unless otherwise provided by law.
A general partnership is a partnership whose participants (general partners), in accordance with the agreement concluded between them, engage in entrepreneurial activities on behalf of the partnership and are liable for its obligations with all their property.
A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners), there is one or more participant-investors (limited partners) who bear the risk losses associated with the activities of the partnership within the limits of the amounts of contributions made by them, and do not take part in the implementation of the entrepreneurial activities of the partnership.
A limited liability company is a company established by one or more persons, the authorized capital of which, in accordance with the constituent documents, is divided into shares of certain sizes; Participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of their contributions.
An additional liability company is a company established by one or more persons, the authorized capital of which, in accordance with the constituent documents, is divided into shares of certain sizes; The participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in an amount that is a multiple of the value of their contributions, determined by the constituent documents of the company.
A joint stock company is a company whose authorized capital is divided into a certain number of shares; Participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own. A joint stock company, the participants of which can alienate the shares they own without the consent of other shareholders, is recognized as an open joint stock company. Such a joint stock company has the right to conduct an open subscription for the shares it issues and their free sale under the conditions established by law and other legal acts. A joint stock company, the shares of which are distributed only among its founders or another predetermined circle of persons, is recognized as a closed joint stock company. Such a company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons.
A production cooperative (artel) is a voluntary association of citizens for joint production or other economic activity(production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and the pooling of their property shares.
A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. The property of a state or municipal unitary enterprise is respectively in state or municipal ownership and belongs to such an enterprise with the rights of economic management or operational management.
A non-profit organization is an organization whose main purpose is not to generate profit and distribute it among participants. Non-profit organizations can be created to achieve social, charitable, cultural, educational, scientific and managerial goals, to protect the health of citizens, develop physical culture and sports, satisfy the spiritual and other interests of citizens and organizations, resolve disputes and conflicts, provide legal assistance, as well as for other purposes aimed at achieving public benefits. Non-profit organizations can be created in the form of public or religious organizations (associations), non-profit partnerships, institutions, autonomous non-profit organizations, social, charitable and other funds, associations and unions, consumer cooperatives, as well as in other forms provided for by federal laws.
The distribution of registered business entities by type of ownership is evidenced by the following data (as of January 1, 1999): state and municipal ownership - 11.4%, private property- 76.1%, mixed Russian ownership - 5.8%. Of the privately owned organizations, 74.7% were founded by individual citizens. The share of enterprises established by citizens in trade and public catering is 90%, in industry - 82.4%, in construction - 82.5%, in real estate operations - 83.9%.
In the Russian Federation, enterprises with foreign investment can be created and operate in the form of:
enterprises with equity participation of foreign investments (joint ventures), as well as their subsidiaries and branches;
enterprises wholly owned by foreign investors (foreign enterprises), as well as their subsidiaries and branches;
branches of foreign legal entities.
There are legislative and normatively oriented regulators of business relations. At the same time, the state is assigned the following functions:
establishing regulatory requirements for the content and quality of business activities and, accordingly, products, goods, services (quality standards, environmental, sanitary standards, etc.);
determination of procedures for conducting business affairs by issuing licenses, accepting documents on the procedure for carrying out business activities;
introduction of prohibitions and sanctions for deviations from legal norms;
exercising control and supervision over compliance with the law in business activities.
The organizational and legal form is understood as the method of securing and using property by an economic entity and the ensuing legal status and goals of entrepreneurial activity.
A correctly chosen organizational and legal form of an enterprise can give the founders additional tools to implement their plans for developing and protecting the business.
The organizational and legal forms of entrepreneurial activity include the following types:
- 1. Business partnerships and societies;
- 2. Limited liability company;
- 3. Company with additional liability;
- 4. Joint stock company;
- 5. People's enterprise;
- 6. Production cooperative;
- 7. State and municipal unitary enterprises;
- 8. Associations of business organizations;
- 9. Simple partnership;
- 10. Associations of business organizations;
- 11. Intra-company entrepreneurship.
Business partnerships are commercial organizations with share capital divided into shares. Contributions to the property of a business partnership can be money, securities, other things or property rights or other rights that have a monetary value. Business partnerships can be created in the form of a general partnership and limited partnership. Participants in general partnerships and general limited partnerships can be individual entrepreneurs and commercial organizations.
Full partnership - it recognizes a partnership, the participants of which, in accordance with the concluded agreement, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with all the property belonging to them. A person can only be a member of only one general partnership.
A general partnership is created and operates on the basis of a constituent agreement, which is signed by all its participants. The memorandum of association must contain the following information:
- 1. Name of the general partnership;
- 2. Location;
- 3. The procedure for managing it;
- 4. Conditions on the size and procedure for changing the shares of each participant in the share capital;
- 5. The size, composition, timing and procedure for making contributions;
- 6. On the responsibility of participants for violation of obligations to make contributions.
Management of the activities of a general partnership is carried out by general agreement of all participants, but the constituent agreement may provide for cases when the decision is made by a majority vote of the participants. Each participant in a general partnership has the right to act on behalf of the partnership, but when the partnership’s participants jointly conduct the affairs of the partnership, the consent of all participants in the partnership is required for each transaction.
The profits and losses of a general partnership are distributed among its participants in proportion to their shares in the share capital.
A limited partnership is a partnership in which, along with the participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with their property, there are one or more participant-investors who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them and do not participate in business activities.
A limited partnership is created and operates on the basis of a constituent agreement, which is signed by all participants of the partnership.
The minimum and maximum amount of share capital is not limited. This is due to the fact that general partners are liable for the obligations of the partnership with all their property.
A limited partnership is created for the purpose of making a profit and can engage in any activity not prohibited by law. However, for certain types of activities it is necessary to obtain a special permit.
Limited liability company (LLC) is a legal entity established by one or more persons, the authorized capital of which is divided into certain shares. LLC participants bear the risk of losses only to the extent of the value of their contributions.
Participants of the society can be citizens and legal entities. The maximum number of company participants should not be more than fifty.
The constituent documents are the constituent document and the articles of association. If a company is founded by one person, the founding person is the charter approved by this person.
If the number of participants in the company is two or more, a constituent agreement is concluded between them, in which the founders undertake:
- 1. Create a company and also determine the composition of the founders of the company;
- 2. The size of the authorized capital and the size of the share of each of the founders of the company;
- 3. The size and composition of contributions, the procedure and timing of their contribution to the authorized capital of the company upon its establishment;
- 4. Responsibility of the founders of the company for violation of the obligation to make contributions;
- 5. Conditions and procedure for distribution of profits between the founders of the company;
- 6. The composition of the company’s bodies and the procedure for the withdrawal of participants from the company. Contributions to the authorized capital can be money, securities, property rights with a monetary value. Each founder of the company must make a full contribution to the authorized capital of the company within the term. At the moment state registration The company's authorized capital must be paid by the founders at least half.
An additional liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. Participants in a company with additional liability jointly and severally bear subsidiary liability for its obligations with their property and in the same multiple of the value of their contributions set out in the constituent documents of the company.
If one of the company's participants goes bankrupt, his liability for the company's obligations is distributed among the participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided for by the company's constituent documents.
A joint stock company is a commercial organization whose authorized capital is divided into a certain number of shares certifying the obligatory rights of the company's participants in relation to the joint stock company. Shareholders are not liable for the obligations of the company and bear losses associated with its activities, within the limits of the value of the shares they own.
A closed joint stock company is a company whose shares are distributed only among the founders or another predetermined circle of persons. A closed joint stock company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons. The number of shareholders should not exceed fifty.
The founders of a joint stock company are citizens and legal entities who made the decision to establish it. The number of founders of an open company is not limited, and the number of founders of a closed company cannot exceed fifty people.
A production cooperative (artel) is recognized as a voluntary association of citizens on the basis of membership for joint production or other economic activities (agricultural or other products, processing, trade), based on their personal labor and other participation and the association and its members (participants) of property shares.
A member of a cooperative is obliged to make a share contribution to the property of the cooperative. The share contribution of a member of a cooperative can be money, securities, other property, including property rights, as well as other objects of civil rights. Land plots and other natural resources can be a share contribution to the extent that their circulation is permitted by land laws and natural resources. The amount of the share contribution is established by the charter of the cooperative. By the time of state registration of the cooperative, a member of the cooperative is obliged to make at least 10% of the share contribution.
The rest is paid within a year after state registration. Share contributions form the cooperative's mutual fund, which determines the minimum size of the cooperative's property, which guarantees the interests of its creditors.
The governing bodies of the cooperative are the general meeting of its members, the supervisory board and executive bodies - the board and the chairman of the cooperative. The highest governing body of a cooperative is the general meeting of its members, which has the right to consider and make decisions on any issue of the formation and activities of the cooperative.
A unitary enterprise is a commercial organization that is not endowed with the right of ownership to the property assigned to it by the owner, which is indivisible and cannot be distributed among deposits, including among the employees of the enterprise.
A unitary enterprise, which is federally owned and based on the right of operational management, is a federal government enterprise.
A state-owned enterprise, in relation to the property assigned to it, exercises, within the limits established by law, in accordance with the goals of its activities, the tasks of the owner and the purpose of the property, the rights of ownership, use and disposal of it.
The constituent document of a unitary enterprise is the charter, which must contain the following information:
- 1. The name of the unitary enterprise indicating the owner of its property;
- 2. Its location;
- 3. The procedure for managing the activities of a unitary enterprise;
- 4. The subject and goals of the enterprise’s activities;
- 5. The size of the authorized capital, the procedure and sources of its formation;
- 6. Other information related to the activities of the enterprise.
A financial-industrial group is understood as a set of legal entities acting as main and subsidiary companies or who have fully or partially combined their tangible and intangible assets on the basis of an agreement on the creation of a financial-industrial group for the purpose of technological or economic integration for the implementation of investment and other projects and programs, aimed at increasing competitiveness and expanding markets for goods and services, increasing production efficiency, and creating new jobs.
Participants in a financial-industrial group can be legal entities that have signed an agreement on its creation, and the central company of the financial-industrial group established by them, or the main and subsidiary companies forming the financial-industrial group. The financial and industrial group may include commercial and non-profit organizations, including foreign ones, with the exception of public and religious organizations.
The supreme governing body of a financial-industrial group is the board of governors of the financial-industrial group, which includes representatives of all its participants. The competence of the board of directors of a financial-industrial group is established by the agreement on the creation of the financial-industrial group.
An association of business organizations is an association of commercial organizations under an agreement with each other for the purpose of coordinating their business activities, as well as representing and protecting common property interests. Associations of commercial organizations are non-profit organizations, but if, by decision of the participants, the association is entrusted with conducting business activities, such an association is transformed into a business company or partnership in the manner prescribed by the Civil Code of the Russian Federation, or can create a business company for carrying out business activities or participate in such a company.
Public and other non-profit organizations and institutions can join associations on a voluntary basis. Members of the association retain their independence and rights as a legal entity, can use its services free of charge, and, at their discretion, leave the association at the end of the financial year.
The highest governing body of the association is the general meeting of its members. The executive management body can be a collegial or sole management body.
In a developed market economy in Lately There is the emergence of intra-company entrepreneurship, the essence of which is the organization of small innovative enterprises in the largest companies for testing inventions and utility models.
As experience shows, intra-company entrepreneurship can develop if the creative workers of the company (individual divisions) are “provided” by the company’s management with the following conditions that allow them to fully demonstrate their innovative nature of activity:
- 1. Freedom to dispose of the financial, material and technical resources necessary to implement an entrepreneurial project;
- 2. Independent entry into the market with finished products of labor;
- 3. The ability to implement your own personnel policy and special motivation for employees necessary for the implementation of your own entrepreneurial project;
- 4. Disposal of part of the profit received from the implementation of a personal project;
- 5. Taking on part of the risk when implementing the project.
The fundamental principle is that the entrepreneur acts within the company as the owner of his own company, and not as an employee. Therefore, an internal entrepreneur must be focused on realizing his personal idea and achieving a specific end result. This approach liberates employees and department heads and allows them to demonstrate their entrepreneurial talent.
Thus, an entrepreneur can independently choose one or another organizational and legal form. A correctly chosen organizational and legal form can give an entrepreneur the tools to develop his business.
The organizational and legal form of an enterprise establishes the property and the nature of its use, from which the legal status of the organization subsequently follows.
Thus, the organizational and legal forms of enterprises determine the legal status and nature of entrepreneurial activity.
Our country has a classification of organizational and legal forms (OKOPF), according to which each form is assigned a digital code.
Classification and types of organizational and legal forms
Depending on the nature of the enterprise’s activities, OPF can be divided into:
- commercial organizations (enterprises);
- non-profit organizations;
- organizations without forming a legal entity;
- state and municipal organizations;
- state and unitary enterprises.
At this time, there are four types of organizational and legal forms for enterprises conducting commercial activities:
- partnerships;
- society;
- joint stock companies;
- unitary enterprises.
For non-profit organizations:
- consumer cooperatives;
- public associations, movements and organizations;
- foundations and non-profit partnerships;
- partnerships (gardening, summer cottages, homeowners);
- associations and unions;
- non-profit organizations of autonomous type.
For enterprises that do not form a legal entity, the following types of OPF are provided:
- Mutual funds - mutual investment funds;
- simple partnerships;
- branches, representative offices;
- individual entrepreneurship;
- farm (peasant) households.
Criteria for choosing a legal form
In addition to the nature of the main activity of the enterprise, a number of other factors also influence the choice of legal form. Among the most significant are:
- organizational and technical;
- social and economic.
In the first case, the choice of form is made based on the number of founders and their characteristics, the scope of commercial activity, the nature and novelty of the product being manufactured, in the second - the volume of start-up capital and personal characteristics both the entrepreneur himself and his team.
In addition, the choice of enterprise form is limited by current legislation. For example, commercial organizations that have the status of a legal entity have the opportunity to be created only in the form of a partnership of any type, a company (limited liability, open, closed).
The scale of the enterprise is also important. So, for small and medium-sized enterprises, it is optimal to choose a closed joint stock company. In this case, the sale of shares is carried out only within a narrow circle of people, as a rule, the founders of the company. An open type of company implies the possibility of selling shares to a wide circle persons This type of legal form is beneficial for a large-scale enterprise with a wide branch network, for example, large banks countries.
Also, when choosing the form of an enterprise, the size of the authorized capital is also important. So for a closed joint stock company it is 100 units of the minimum wage, for an open joint stock company - 1000 units of the minimum wage.