Organizational and legal forms of enterprises: classification and features of choice. Basic organizational and legal forms used in the Russian Federation What does organizational and legal form mean?
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 a voluntary association of citizens on the basis of membership for joint production or other economic activity(agricultural or other products, processing, trade), based on their personal labor and other participation and 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 to own, use and dispose 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.
The financial-industrial group is understood as a collection legal entities operating 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 and 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, 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 developed market economy V 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.
Russian enterprises can operate in various legal forms. The choice of any of them is predetermined by a variety of factors: the desired method of calculating taxes or, for example, the scale of the business and the need to attract additional capital. What are the specifics of legal forms of business in the Russian Federation? What varieties are they available in?
The essence of the legal form
Subjects of legal relations in the Russian Federation may have different statuses and legal forms. This is important for correctly distinguishing the specifics of their activities, as well as applying optimal tax regimes in relation to the income generated (if we are talking about the commercial sphere). The concept of legal form also reflects aspects of the organization's legal responsibility for emerging obligations.
In general, conducting commercial activities in the Russian Federation requires state registration of an enterprise under one of the statuses provided for by law. The legally established legal form of a business is a significant factor for banks making a decision to issue a loan to an enterprise. Likewise, an investor or potential major partner may pay attention to this.
Varieties of legal forms
In Russia, the legal form of entrepreneurial activity can be presented in the form of one of the following main statuses:
- individual entrepreneur;
- limited liability company (LLC);
- joint stock company (JSC);
- public JSC;
- partnership (full, limited);
- production or consumer cooperative;
- peasant farm.
Also, in some cases, it is permissible to conduct business as an individual. However, this tends to be less tax advantageous. Actually, the amount of taxes is one of the factors in choosing one form of business or another. The main legal forms that we listed above allow, in some cases, to take advantage of significant preferences in relation to paying taxes.
It can also be noted that some non-prohibited types of business activities can also be carried out by government agencies and non-profit organizations with the status of legal entities. A state-legal form is possible in which an organization conducts commercial activities. For example, this could be the format of unitary enterprises.
But the range of possible business activities open to government agencies and non-profit institutions is often quite narrow. In addition, no special preferences in the field of calculation and payment of taxes have been established for such organizations. Therefore, choosing the optimal form of legal activity is the most important task for an entrepreneur. Moreover, there is plenty to choose from. Let us consider the specifics of each of the above statuses in more detail.
IP: features
The main legal provisions for individual entrepreneurs are present in Chapter 23 of the Civil Code of the Russian Federation. It says that Russian citizens have the right to do business without being a legal entity. True, for this you need to undergo state registration in the prescribed manner. But the corresponding procedure for individual entrepreneurs will probably look the simplest if we take other types of legal forms of business for comparison. In order to register as an entrepreneur, a citizen needs to collect very few documents and pay a small state fee. Authorized capital is not needed, nor are any other constituent documents. A current account and a seal - attributes characteristic of legal entities - are optional for individual entrepreneurs (although in practice they are often necessary). Reporting to tax and other structures is minimal. An entrepreneur, acting as a commercial entity, can choose preferential tax regimes that are almost the same as those established for legal entities, i.e. simplified tax system, UTII.
This legal form of doing business does not classify the enterprise as a legal entity. In this regard, the individual entrepreneur is liable for all his obligations as an individual, that is, in full. What do individual entrepreneurs have in common with legal entities? First of all, the right to hire workers, the obligation to formalize for them work books. Entrepreneurs can also invite contractors under civil contracts. The legal form of business under consideration assumes that the citizen will own the business solely. It is impossible to give away or donate a company (its share) in the status of an individual entrepreneur.
One of the disadvantages of the status we are considering is that an entrepreneur needs to pay contributions to the Pension Fund, Social Insurance Fund and Compulsory Medical Insurance Fund, regardless of whether he has income. However, if they are in sufficient quantities, then the corresponding obligations will not be burdensome, since contributions to the funds can be offset as part of the tax under some taxation systems. Even if an entrepreneur works for hire somewhere, and the percentage required by law is transferred from his salary to the Pension Fund, Social Insurance Fund and Compulsory Medical Insurance Fund, then he, one way or another, must fulfill the obligation to pay the corresponding fees for himself. At the same time, the amount of payments to the relevant funds may change every year, as Russian legislative practice shows. The significance of this factor varies greatly from one enterprise to another. For some companies, such volatility of standards is not critical, but for others it plays an important role in terms of profitability. But for beginning entrepreneurs, of course, such payments can pose some burden.
Partnerships
Partnerships, along with business companies, are legal forms of legal entities designed to give the correct legal status to entrepreneurs operating in the appropriate trust regime. The business is conducted on behalf of the partnership; responsibility for any obligations arising lies with the founders of the organization.
This legal form is classified into two varieties. The first is a general partnership. This type of organization assumes that none of its participants has the right to carry out transactions on their behalf that fall within the competence of the company without coordinating the actions with colleagues. The corresponding powers of the partner are determined by the power of attorney. Responsibility for possible obligations of the company is assumed to be joint and several. The creditor can collect the debt from both the organization and each of its founders.
The second legal form within the category under consideration is a limited partnership. It assumes that the commercial structure will also include investors, or limited partners. They are also responsible for the company’s emerging obligations, but only to the extent of their contributions. Also, limited partners do not have the right to participate in making key business decisions.
Partnerships are established on the basis of an agreement, which is signed by all its participants. This document must comply with the provisions of Articles 70 and 83 of the Civil Code of the Russian Federation. In particular, the agreement must fix the amount and essence of the share capital, the shares of participants, the size and conditions of deposits, stipulate the responsibility of the founders for refusal to make payments, etc.
The legal form of the organization under consideration is characterized, first of all, by a very high level of responsibility of participants for possible obligations to creditors and other persons. In practice, business in this format is carried out mainly by people who can work in an atmosphere of complete mutual trust, for example, members of the same family.
LLC specifics
One of the most popular legal forms of doing business in the Russian Federation is a limited liability company. Involves the establishment of an organization through an agreement. It is also necessary to create an LLC charter. In this case, the owner of the company can be one person. LLC is a full-fledged legal entity. Its distinctive specificity is as follows: responsibility for emerging obligations is assigned not to the founders, but only to the assets of the company.
To establish an LLC you also need an authorized capital - at least 10 thousand rubles. As a rule, opening a current account and obtaining a seal are required. Tax reporting here is somewhat more complicated than for individual entrepreneurs. An LLC must have no more than 50 co-founders. If a larger number is expected, it will be necessary to register a joint-stock company, or a production cooperative. The legislation of the Russian Federation provides for mechanisms for the transfer of shares in an LLC, the withdrawal of participants from the organization, and the sale of enterprises in the appropriate status.
Joint stock companies
If a business, according to various criteria, does not fit the status of an individual entrepreneur, partnership or LLC, or objectively has a significant scale, then the entrepreneur can pay attention to such legal forms of enterprises as a joint stock company (JSC), as well as a public JSC. What are their specifics?
JSCs, just like LLCs, have an authorized capital. However, it is expressed not in the form of shares, but in the form of shares. If they are issued by open subscription, a special legal form arises - PJSC (public joint stock company). It may be noted that joint-stock companies are named in a similar way in many developed countries. Also, this legal form of organization can bear a similar name if it states the corresponding status in the constituent documents. Lawyers recommend that the founders of joint stock companies record it if a subsequent issue of subscriptions for shares is planned.
It can be noted that “ordinary” and “non-public” joint-stock companies appeared recently - after amendments were made to the Civil Code of the Russian Federation in 2014. Before this, the corresponding structures were called CJSC (some kind of analogue of a “non-public” company) and OJSC (a prototype of a “regular” JSC). It can also be noted that in the process of reforming civil legislation, some unification of the statuses of LLC and JSC was carried out, in the sense that this type of constituent document, such as the Charter, became uniform for both types of companies, drawn up according to a general scheme.
Just as in the case of an LLC, the shareholders of a JSC do not bear personal liability for emerging obligations to the organization: certain collections are possible only from assets in the form of securities.
Producer cooperatives
These legal forms of enterprises can also be called artels. They are a voluntary association of entrepreneurs for the purpose of jointly conducting business in the field of production, processing, selling products, providing services, performing work, conducting trade, etc. The personal labor participation of the founders of the cooperative is assumed, as well as the transfer of share contributions by them. Entrepreneurs operating within this legal form bear additional responsibility for emerging obligations in accordance with the provisions of the law and the organization’s charter. The minimum number of cooperative members is 5 people. The property owned by the organization is divided within the framework of shares, as well as in accordance with the charter, which is considered the main constituent document.
The legal form of business under consideration is quite common in agriculture. At the same time, many farmers prefer to conduct joint activities in the form of other forms of cooperation. Let's look at one of the most common.
Peasant farming
The Civil Code of the Russian Federation provides for such a form of joint activity as a peasant (or farm) enterprise. Its main feature is that the property is jointly owned by the organization. Also, a farmer cannot be part of more than one peasant farm at the same time. The legal form of joint activity of citizens under consideration involves the creation of a legal entity. Participants of the organization bear subsidiary liability for emerging obligations.
Registration Aspects
Most of the types of organizational and legal forms of business that we have considered require state registration as a legal entity. This procedure is carried out at the place of registration of the relevant executive authority - the territorial department of the Federal Tax Service or another authorized agency, if for some reason the tax service is not present in the region of business.
The most important criterion for state registration of a business is the presence of authorized capital (for LLCs, JSCs), share capital (for partnerships), as well as mutual funds (for cooperatives). These investments form the initial property of the organization.
As for the authorized capital for LLCs and JSCs, it consists of the value of the company’s shares (or shares). This value may be nominal, meaning the firm's actual net assets may be higher. Many entrepreneurs prefer to form the authorized capital within the minimum values established by law, for example, for an LLC this is 10 thousand rubles. Following this rule, firstly, reduces the initial financial burden on the founders, and secondly, it allows you to somewhat simplify the procedure for assessing contributions. The amount of authorized capital for Russian companies is subject to determination in the national currency of the Russian Federation - rubles. When doing business in the form of an LLC or JSC, it is the authorized capital that is the most important criterion in terms of payment guarantees determined by a possible creditor for the company.
Formation of authorized capital
As a contribution to the authorized capital, which is required by such legal forms of enterprises as LLC and JSC, cash, securities or natural property can be used. Also, elements of the initial property of a company can be, for example, property rights that have a financial valuation. As for the authorized capital in forms alternative to cash, its formation is approved at a meeting of the founders of the business company.
Participants in an LLC or JSC must have time to contribute their part of the authorized capital within the period determined at the level of the constituent agreement, but no later than one year after the state registration of the company. In any case, the founder cannot be released from the obligation to contribute his part of the funds or property to the authorized capital of the organization being created.
It may be noted that the initial property in partnerships, unlike business companies, can be of any size. The legislation does not include provisions that would determine the minimum amount of relevant assets in such organizations. This is quite logical: this legal form of business assumes that the participants bear personal obligations. Accordingly, any penalties may be levied not only at the expense of the share capital.
The system of organizational and legal forms of economic activity used today in Russia, introduced mainly, includes 2 forms of entrepreneurship without forming a legal entity, 7 types of commercial organizations and 7 types non-profit organizations.
Entrepreneurial activity without forming a legal entity can be carried out in the Russian Federation both by individual citizens (individual entrepreneurs) and within the framework of a simple partnership - an agreement on joint activities of individual entrepreneurs or commercial organizations. The most significant features of a simple partnership include the joint liability of the participants for all general obligations. Profit is distributed in proportion to the contributions made by participants (unless otherwise provided by the contract or other agreement), which include not only tangible and intangible assets, but also inseparable personal qualities participants.
Fig. 1.1.Organizational and legal forms of entrepreneurship in Russia
Legal entities are divided into commercial and non-profit.
Commercial are organizations that pursue profit as the main goal of their activities. According to, these include business partnerships and societies, production cooperatives, state and municipal unitary enterprises, this list is exhaustive.
Non-profit are considered organizations for which making profit is not the main goal and do not distribute it among participants. These include consumer cooperatives, public and religious organizations, non-profit partnerships, foundations, institutions, autonomous non-profit organizations, associations and unions; This list, unlike the previous one, is open.
Let's take a closer look at commercial organizations.
1. Partnership.
A partnership is an association of persons created to carry out entrepreneurial activities. Partnerships are created when 2 or more partners decide to participate in the organization of the enterprise. An important advantage of a partnership is the ability to attract additional capital. In addition, the presence of several owners allows for specialization within the enterprise based on the knowledge and skills of each of the partners.
The disadvantages of this organizational and legal form are:
Each participant bears equal financial responsibility regardless of the size of his contribution;
The actions of one partner are binding on all others, even if they do not agree with these actions.
There are two types of partnerships: full and limited.
General partnership- this is a partnership whose participants (general partners), in accordance with the agreement, engage in entrepreneurial activities on behalf of the partnership and jointly and severally bear subsidiary liability for its obligations.
Share capital is formed as a result of the founders of the partnership making their contributions. The ratio of participants' contributions determines, as a rule, the distribution of profits and losses of the partnership, as well as the rights of participants to receive part of the property or its value upon leaving the partnership.
A general partnership does not have a charter; it is created and operates on the basis of a constituent agreement signed by all participants. The agreement provides information mandatory for any legal entity (name, location, procedure for joint activities of participants to create a partnership, conditions for transferring property to it and participation in its activities, procedure for managing its activities, conditions and procedure for distributing profits and losses between participants, procedure for the withdrawal of participants from its composition), as well as the size and composition of the share capital; the size and procedure for changing the shares of participants in the share capital; size, composition, terms and procedure for making deposits; liability of participants for violation of obligations to make contributions.
Simultaneous participation in more than one general partnership is prohibited. A participant does not have the right, without the consent of the other participants, to carry out transactions on his own behalf that are similar to those that constitute the subject of the partnership’s activities. By the time of registration of the partnership, each participant is obliged to make at least half of his contribution to the share capital (the rest is paid within the time limits established by the constituent agreement). In addition, each partner must participate in its activities in accordance with the memorandum of association.
Managing the activities of a general partnership carried out by common consent of all participants; each participant, as a rule, has one vote (the constituent agreement may provide for a different procedure, as well as the possibility of making decisions by a majority vote). Each participant has the right to familiarize himself with all the documentation of the partnership, and also (unless the agreement establishes a different way of doing business) to act on behalf of the partnership.
A participant has the right to leave a partnership established without specifying a period by declaring his intention at least 6 months in advance; If a partnership is created for a certain period, then refusal to participate in it is allowed only for a good reason. At the same time, it is possible to exclude any of the participants in court by unanimous decision of the remaining participants. The withdrawing participant, as a rule, is paid the value of part of the partnership’s property, corresponding to his share in the share capital. The shares of the participants are inherited and transferred by succession, but the entry of the heir (legal successor) into the partnership is carried out only with the consent of the other participants. Finally, it is possible to change the composition of the partners by transferring one of the participants (with the consent of the others) of its share in the share capital or part of it to another participant or a third party.
Due to the extremely strong interdependence of a general partnership and its partners, a number of events affecting the participants can lead to the dissolution of the partnership. For example, participant exit; death of a participant - an individual or liquidation of a participant - a legal entity; a creditor's application by one of the participants to foreclose on part of the partnership's property; opening of reorganization procedures against a participant by court decision; declaring the participant bankrupt. However, if this is provided for in the memorandum of association or agreement of the remaining participants, the partnership may continue its activities.
A general partnership can be liquidated by decision of its participants, by a court decision in case of violation of legal requirements and in accordance with the bankruptcy procedure. The basis for liquidation of a general partnership is also a reduction in the number of its participants to one (within 6 months from the date of such reduction, this participant has the right to transform the partnership into a business company).
Limited partnership(fellowship of faith) – differs from a full partnership in that, along with general partners, it includes participants-contributors (limited partners), who bear the risk of losses in connection with the activities of the partnership within the limits of the amounts of contributions made by them.
The basic principles of formation and functioning here are the same as for a general partnership: this applies to both the share capital and the position of general partners. The Civil Code of the Russian Federation prohibits any person from being a general partner in more than one limited or full partnership. The constituent agreement is signed by the general partners and contains all the same information as in the general partnership, as well as data on the total amount of contributions of the limited partners. The management procedure is the same as in a general partnership. Limited partners do not have the right to interfere in any way with the actions of their general partners in managing and conducting the affairs of the partnership, although they can act on its behalf by proxy.
The limited partner's only obligation is to contribute to the share capital. This provides him with the right to receive a portion of the profit corresponding to his share in the share capital, as well as to familiarize himself with the annual reports and balances. Limited partners have an almost unlimited right to withdraw from the partnership and receive a share. They may, regardless of the consent of other participants, transfer their share in the share capital or part thereof to another limited partner or a third party, and the participants of the partnership have a pre-emptive right to purchase. In the event of liquidation of a partnership, limited partners receive their contributions from the property remaining after satisfaction of the creditors' claims, in the first place (full partners participate in the distribution of only the property remaining after this, in proportion to their shares in the joint capital on an equal basis with investors).
The liquidation of a limited partnership occurs on all the grounds for the liquidation of a general partnership (but in this case, the preservation of at least one general partner and one investor in its composition forms a sufficient condition for the continuation of activities). An additional reason is the retirement of all investors (the possibility of converting a limited partnership into a full partnership is allowed).
2. Society.
There are 3 types of companies: limited liability companies, additional liability companies and joint stock companies.
Limited Liability Company (LLC)– this is a company whose authorized capital is divided into shares determined by the constituent documents; LLC participants are not liable for its obligations and bear the risk of losses associated with its activities, up to the value of their contributions.
The authorized capital reflects the fundamental difference between business companies in general and LLCs in particular: for this type of organization, the minimum amount of property that guarantees the interests of their creditors is fixed. If at the end of the second or any subsequent financial year the value of the LLC’s net assets is lower than the authorized capital, the company is obliged to announce a decrease in the latter; if the specified value becomes less than the minimum specified by law, then the company is subject to liquidation. Thus, the authorized capital forms the lower permissible limit of the company’s net assets, which provide a guarantee for the interests of its creditors.
There may be no constituent agreement at all (if the company has one founder), but the charter is mandatory. These two documents have qualitatively different functions: the agreement mainly fixes the relationships of the participants, and the charter - the relations of the organization with the participants and third parties. One of the main objectives of the charter is to fix the authorized capital as a measure of the company’s liability to third parties.
The authorized capital of an LLC, consisting of the value of the contributions of its participants, must, according to the Law of the Russian Federation “On Limited Liability Companies,” be at least 100 times the minimum wage. By the time of registration, the authorized capital must be paid in at least half, the remaining part must be paid during the first year of the company's activity.
The supreme body of the LLC is general meeting of its participants(in addition, an executive body is created to carry out ongoing management of activities). The Civil Code of the Russian Federation includes the following issues within its exclusive competence:
Changing the charter, including changing the size of the authorized capital;
Formation of executive bodies and early termination of their powers:
Approval of annual reports and balances, distribution of profits and losses;
Election of the audit commission;
Reorganization and liquidation of the company.
An LLC member can sell his or her interest (or a portion thereof) to one or more members. It is also possible to alienate a share or part thereof to third parties, unless this is prohibited by the charter. The participants of this company have a pre-emptive right to purchase (usually in proportion to the size of their shares) and can exercise it within 1 month (or another period established by the participants). If the participants refuse to purchase a share, and the charter prohibits the sale of it to third parties, then the company is obliged to pay the participant its value or give him property corresponding to its value. In the latter case, the company must then either sell this share (to participants or third parties) or reduce its authorized capital.
A participant has the right to leave the society at any time, regardless of the consent of other participants. At the same time, he is paid the value of a part of the property corresponding to his share in the authorized capital. Shares in the authorized capital of an LLC can be transferred by inheritance or succession.
Reorganization or liquidation of an LLC is carried out either by decision of its participants (unanimous), or by a court decision in case of violation of legal requirements by the company, or due to bankruptcy. The basis for making these decisions may be, in particular:
Expiration of the period specified in the constituent documents;
Achieving the purpose for which society was created;
The court invalidates the registration of the company;
Refusal of participants to reduce the authorized capital in case of incomplete payment during the first year of the company’s activity;
A decrease in the value of net assets below the minimum permissible amount of the authorized capital at the end of the second or any subsequent year;
Refusal to transform an LLC into a JSC if the number of its participants has exceeded the limit established by law and has not decreased to this limit during the year.
Companies with additional liability.
Participants in a company with additional liability are liable with all their property.
Joint stock companies.
Recognizes as a joint stock company a company whose authorized capital is divided into a certain number of shares, and its participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the shares they own.
Open JSC a company is recognized whose participants can alienate their shares without the consent of other shareholders. IN closed joint-stock company there is no such possibility and the shares are distributed among its founders or other predetermined circle of persons.
The centuries-old history of the development of this institution has developed two main directions for ensuring the rights of JSC partners to conduct business safely: property guarantees and constant monitoring of the activities of the JSC administration, based on an appropriate system of procedures and information openness.
The instrument for ensuring property guarantees in relations with a joint stock company is the authorized capital. It is made up of the nominal value of shares acquired by participants and determines the minimum amount of JSC property that guarantees the interests of its creditors. If at the end of any financial year, starting from the second, the value of the net assets of the joint-stock company is less than the authorized capital, the latter must be reduced by the appropriate amount. Moreover, if the specified value becomes less than the minimum allowable amount of the authorized capital, such a company is subject to liquidation.
Contributions to the property of a joint-stock company can be money, securities, other things or property rights, or other rights that have a monetary value. Moreover, in cases provided for by law, the assessment of participants’ contributions is subject to independent expert verification. This requirement brings Russian legislation closer to the rules developed in other countries to combat dishonest practices in the formation of authorized capital.
The minimum authorized capital of a JSC is 1000 times the minimum monthly wage (as of the date of submission of constituent documents for registration).
JSCs can only issue registered shares.
Appearance board of directors in the management system pursues the only goal - to protect the interests of society participants in conditions of isolation of the management function. It is the selection of some of the participants as managers or the emergence of hired managers that can lead to a divergence in the direction of the company’s activities with the ideas on this matter of the remaining participants who do not perform managerial functions. The general meeting is an ideal tool in this regard, but the more participants there are in a society, the more difficult it is to bring them all together. This contradiction is resolved by creating a special body consisting of shareholders (or their representatives), endowed with all the powers that the general meeting considers necessary not to include in the competence of the board, but is not able to implement itself. Such a body, formed in the form of a board of directors or a supervisory board, must be in the structure of any company with a sufficiently large number of participants, regardless of its specific type.
According to , a board of directors (supervisory board) is created in joint stock companies with more than 50 participants; this means that in a JSC with a smaller number of members, such a body is created at the discretion of the shareholders. The Board of Directors has not only control, but also administrative functions, being the highest body of the company in the period between general meetings of shareholders. Its competence includes resolving all issues of the JSC’s activities, except those that fall within the exclusive competence of the general meeting.
3. Production cooperative.
Defined in the Russian Federation as a voluntary association of citizens on the basis of membership for joint economic activities based on their personal participation and the pooling of property shares.
The property transferred as share contributions becomes the property of the cooperative, and part of it can form indivisible funds - after which the assets can decrease or increase without being reflected in the charter and without notifying creditors. Naturally, such uncertainty (for the latter) is compensated by the subsidiary liability of the members of the cooperative for its obligations, the amount and conditions of which must be established by law and the charter.
Among the features of management in a production cooperative, it is worth noting the principle of voting at the general meeting of participants, which is the highest governing body: each participant has one vote, regardless of any circumstances. The executive bodies are board or chairman , or both together; if the number of participants is more than 50, a supervisory board can be created to monitor the activities of the executive bodies. Issues within the exclusive competence of the general meeting include, in particular, the distribution of profits and losses of the cooperative. Profits are distributed among its members in accordance with their labor participation in the same way as property in the event of its liquidation, remaining after satisfying the claims of creditors (this procedure can be changed by law and the charter).
A participant in a cooperative can leave it voluntarily at any time; At the same time, the possibility of expelling a participant by decision of the general meeting is provided. The former participant has the right to receive, after approval of the annual balance sheet, the value of his share or the property corresponding to the share. Transfer of a share is allowed to third parties only with the consent of the cooperative, and other members of the cooperative have in this case a pre-emptive right to purchase; the organization, in the event of other participants refusing to purchase (with a ban on its sale to third parties), is not obliged to redeem this share itself. Similar to the procedure established for an LLC, the issue of inheriting a share is also resolved. The procedure for foreclosure on a participant's share for his own debts - such recovery is allowed only if there is a shortage of other property of this participant, but it cannot be applied to indivisible funds.
Liquidation of a cooperative is carried out on traditional grounds: a decision of a general meeting or a court decision, including due to bankruptcy.
The initial contribution of a cooperative participant is set at 10% of his share contribution, the rest is paid in accordance with the charter, and in the event of bankruptcy, limited or unlimited additional payments may be required (also in accordance with the charter).
Cooperatives can carry out business activities only insofar as it serves the goals for which they were created and is consistent with these goals (public and religious organizations, foundations, non-profit partnerships and autonomous non-profit organizations have the same rights in this regard; institutions have the right to occupy entrepreneurship is not recorded, although there is no direct prohibition).
4.State and municipal unitary enterprises.
To state and municipal unitary enterprises(UP) include enterprises that are not vested with the right of ownership to the property assigned to them by the owner. This property is in state (federal or federal subjects) or municipal ownership and is indivisible. There are two types of unitary enterprises:
1) based on the right of economic management (they have greater economic independence, in many ways they act like ordinary commodity producers, and the owner of the property, as a rule, is not responsible for the obligations of such an enterprise);
2) based on the right of operational management (state-owned enterprises); In many ways they resemble enterprises in a planned economy; the state bears subsidiary liability for their obligations if their property is insufficient.
The charter of a unitary enterprise is approved by the authorized state (municipal) body and contains:
· name of the enterprise indicating the owner (for a state-owned one - indicating that it is state-owned) and location;
· procedure for managing activities, subject and goals of activities;
· size of the authorized capital, procedure and sources of its formation.
The authorized capital of a unitary enterprise is fully paid by the owner before state registration. The size of the authorized capital is not less than 1000 times the minimum monthly wage as of the date of submission of documents for registration. If the value of net assets at the end of the financial year is less than the size of the authorized capital, then the authorized body is obliged to reduce the authorized capital, of which the enterprise notifies creditors. A unitary enterprise can create subsidiary unitary enterprises by transferring part of the property to them for economic management.
In the civil law sense, 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. This is what is expressed in Art. 48 an indication that the legal entity “has separate property in ownership, economic management or operational management.” In this case, “separate property” means property in its broad meaning, 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 budget (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 in the 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 the founders (participants).
The third characteristic of a legal entity is independent performance in civil proceedings 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, and be a plaintiff and defendant in court. organization management legal form
Finally, the fourth sign 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 are bodies endowed with very specific competences, which carry out the internal management of the legal entity and act on its behalf externally. Those who are inside a legal entity - managers, employees - must know what the relevant entity is, what it will do, who manages it and how, what its property is, 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 Civil Code, the existence of two types of organizations is provided for:
- 1. Commercial organizations. Form of their existence:
- - business partnerships and societies;
- - production cooperatives;
- - state and municipal unitary enterprises.
- 2. Non-profit organizations. Form of their existence:
- - consumer cooperatives;
- - public or religious organizations;
- - charitable and other foundations;
- - institutions.
Based on the relationship between 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 corresponding property to a legal entity, completely lose their proprietary rights to it. They do not have such rights in relation to acquired property. Accordingly, both the property transferred by the founders (participants) and the property acquired by the legal entity itself is recognized as belonging to it on the basis of property rights. By losing property rights, the founder (participant) in return acquires obligatory rights - rights of claim against a legal entity. This means, in particular, the rights belonging to a member of the organization: to participate in its management, receive dividends, etc.
According to this model, business partnerships and business societies, as well as production and consumer cooperatives, that is, legal entities - corporations, are built.
The second model differs in that the founder, transferring the relevant property to a legal entity for possession, use and disposal, continues to remain 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 rights to the same property are possessed by the founder-owner and the legal entity itself, to which the property belongs based on the right of economic management or operational management derived from ownership. This applies to state and municipal unitary enterprises, as well as owner-financed institutions, in particular in cases where the owner is the Russian Federation, a subject of the Federation or a municipal entity (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. Moreover, 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 obligatory nor real. Such legal entities include public and religious organizations (associations), charitable and other foundations, associations of legal entities (associations and unions).
The difference between the three indicated 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 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. In the third model, the founders (participants) do not acquire any rights to the remaining property at all.
Business partnerships and societies are the most common form of collective entrepreneurial activity, within which production, trade, intermediary, credit, financial, insurance and other organizations can operate. The Civil Code determines the possibility of existence of the following types of partnerships and companies:
- - general partnership;
- - partnership of faith;
- - limited liability company;
- - open and closed joint stock company;
- - subsidiary and dependent company.
Partnerships and societies have many common features. All of them are commercial organizations whose main goal is to generate profit and distribute it among participants. Companies and partnerships are formed by agreement of their founders (first participants), that is, on a voluntary basis. The participants of 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 societies - as an association of capital. An association of persons, in addition to property contributions, presupposes 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 participant in only one partnership, and the partnership itself can consist only of entrepreneurs (that is, it does not have the right to include non-profit organizations or citizens not engaged in entrepreneurial activities).
In contrast to this, societies as associations of capital do not assume (although they do not exclude) the personal participation of founders (participants) in their affairs, and therefore allow:
- - simultaneous participation in several companies, including those that are similar in nature of activity (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), with the exception of participants in companies with additional responsibility. Since it is impossible to guarantee twice with the same property for the debts of several independent organizations, such liability also testifies to the impossibility of 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 the property belonging to them. The activities of general partnerships are characterized by two features:
- - the entrepreneurial activity of its participants is considered the activity of the partnership itself;
- - when concluding a transaction on behalf of a partnership by one participant, property liability (if there is insufficient property of the partnership) 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 essence they are general partners and, as it were, constitute a full partnership within a limited partnership. Other participants (investors, limited partners) make contributions to the property of the partnership, but are not liable with personal property for its obligations. Since their contributions become the property of the partnership, they bear only the risk of loss and therefore do not risk as much as general partners. Therefore, limited partners are excluded from conducting limited business. While retaining, first of all, the right to receive income on their contributions, as well as to information about the activities of the partnership, they are forced to fully trust the participants with full responsibility regarding the use of property. Hence the traditional Russian name limited partners - limited partnership.
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 debts of the company. The property of the company, including the authorized capital, belongs to the company itself 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). A company can be created by one person. The total number of LLC participants should not exceed 50.
An additional liability company (ALC) is a type of LLC. Distinctive feature ALC is that if the property of such a company is insufficient to satisfy the claims of its creditors, the participants of the company with additional liability can be held property liable for the debts of the company with their personal property, and in a joint and several manner. 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 of the amount of contributions made for everyone (for example, three times, five times, etc.). Thus, this company occupies a kind of 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 whose authorized capital is divided into a certain number of shares, each of which is represented by a security-share. Holders of shares - shareholders - are not liable for the obligations of the company, but only bear the risk of losses - loss of value of the shares they own.
Registration of shareholder rights with 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 distributions due to its share. After all, this exit can be achieved only in one way - by selling, assigning or otherwise transferring your shares (or 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 societies are associated with more complex structure management in a joint stock company. These differences are caused by attempts to prevent abuse, for which this organizational and legal form of entrepreneurship provides great opportunities. The fact is that the managers of such a company, in the presence of a huge number of small shareholders, who, as a rule, are incompetent in entrepreneurial activity and interested only in receiving dividends, acquire, in fact, uncontrolled opportunities to use the company's capital. This explains the emergence of rules on the public conduct of affairs of a joint-stock company, on the need to form a permanent control body of shareholders in it - 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 (OJSC) and closed (CJSC). An open joint stock company distributes its shares among an indefinite number 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 the shares they own, which makes the composition of the participants of such a company variable. JSCs are required to conduct business publicly, that is, annually publish an annual report for public information, 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 acquisition to other persons in any other way. Participants in such a company enjoy the right of first refusal to purchase shares sold by other shareholders, which is intended to preserve their pre-limited composition. Therefore, the number of participants in a closed joint stock company should not exceed the limit established by the law on joint stock companies.
The supreme body of a joint stock company is the general meeting of its shareholders. It is assigned exclusive competence, which cannot be transferred to other bodies of the company even by decision of the general meeting. This includes: changing the charter of the company, including changing the size of its authorized capital, election of the supervisory board (board of directors), audit commission (auditor) and executive bodies of the company (unless the latter issue falls within the exclusive competence of the supervisory board), as well as approval of the annual reports and balance sheets of the company, distribution of its profits and losses and resolution of 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 for the company to carry out major transactions equivalent to a significant part of the value of the company's authorized capital, as well as the appointment and removal 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 the 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 resolves 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 for the transfer of powers of the executive body not to elected shareholders, but to a management company or manager (individual entrepreneur). Another business company or partnership or a production cooperative can act as a management company. This situation is possible by decision of the general meeting, according to which management company(or an individual manager) concludes a special agreement providing for mutual rights and obligations, as well as responsibility for their non-compliance
An independent audit is also a way to monitor the activities of the company’s executive bodies. Such an inspection can be carried out at any time at the request of shareholders whose total share in the authorized capital of the company is at least 10%. An external audit is also mandatory for open joint-stock companies that are obliged to conduct public affairs, because here it serves as an additional confirmation of the correctness of the company’s published documents.
A subsidiary business company does not constitute a special organizational and legal form. Any business company - joint-stock, limited or with additional liability - can act in this capacity. The peculiarities of the position of subsidiaries are related to their relationships with “parent” (controlling) companies or partnerships and the possible occurrence of liability of controlling companies for the debts of subsidiaries.
A company can be recognized as a subsidiary if at least one of three conditions is met:
- - predominant participation in its authorized capital of another company or partnership compared to other participants;
- - an agreement between the company and another company or partnership on the management of the affairs of the first;
- - another possibility for one company or partnership to determine decisions made by another company. Thus, the existence of the status of a subsidiary does not depend on strictly formal criteria and can be proven, for example, in court in order to use the corresponding legal consequences.
The main consequences of recognizing a company as a subsidiary are associated with the emergence of liability to its creditors on the part of the controlling (“parent”) company, which is liable, 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 proven 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 interrelated companies, which in American law is called a "holding" and in German law - a "concern". However, neither the holding nor the concern are legal entities in themselves.
Dependent companies are also not a special organizational and legal form of commercial organizations. Various business entities act in this capacity. It's about about the possibility of one society to significantly influence the decision-making of another society, and that, in turn, to have a similar (non-determining) influence on the decision-making of the first society. This possibility is based on their mutual participation in each other’s capital, which, however, does not reach the level of a “controlling stake,” that is, which does not allow us to talk about 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. Moreover, the shares of their participation can be the same, which excludes the possibility of unilateral influence of one company on the affairs of another.
A production cooperative is an association of citizens who are not entrepreneurs, which they created for joint economic activities on the basis of personal labor participation and the pooling of some property contributions (shares). Members of a cooperative bear additional liability for its debts with their personal property within the limits established by law and the charter of the cooperative.
A unitary enterprise is a non-owner commercial organization. This special organizational and legal form is preserved 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 belongs entirely to the founding owner. 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 is not liable with his 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. Institutions include a large number of various non-profit organizations: state and municipal authorities, educational institutions, culture and sports, social protection, etc.
Being a non-owner, the institution has a very limited right of operational management of the property transferred to it by the owner. It does not imply the participation of such an organization in business relations, with the exception of certain cases provided for by its constituent documents. But if the institution lacks Money for settlements with creditors, the latter have the right to make claims against the founding owner, who in this case is fully liable for the debts of his institution. Taking into account this circumstance, the law does not provide for the possibility of bankruptcy of institutions.
The main source of the institution's property is the funds it receives according to estimates from the owner. The owner can finance his institution partially by providing him with the opportunity to receive additional income from business activities permitted by the owner.
What is OPF? Each organization has its own public fund. The Civil Code of the Russian Federation and other Federal laws determine which OPF organizations (legal entities) can have in Russian Federation. Haven't guessed it yet? Then we answer what it is:
OPF is its legal form determined by law and enshrined in the charter of each company or non-profit organization. The literal transcript of the abbreviation OPF is a legal term: organizational and legal form. You can read more about what a legal form of organization means for an organization and what types of organizational and legal forms there are for commercial and non-profit organizations in Russia in the paragraph below Types of OPF .
Meanwhile, decryption of OPF may have another meaning - economic, namely: fixed production assets. What's happened"fixed production assets"? In the science of "Enterprise Economics", OPF is means of labor that participate in the production process for a long time and at the same time retain their natural form. The main production assets of the enterprise include: buildings, structures and structures, communication and power lines, machines, vehicles and equipment, tools, inventory, etc. (these are the main types of general production assets, 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 - state registration of non-profit organizations of various organizational and legal forms. For those who are interested in obtaining more complete information on the topic of the main production assets of an enterprise, we dare to direct them to an information resource on economic topics. :)
Verbatim decryption of OPF does not contain a definition what is a legal form. Strange as it may seem, the main current Russian legislation with the Civil Code at its 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 Organizational and Legal Forms OK 028-2012. According to him, " organizational and legal form means the method of securing (forming) and using property by an organization and the ensuing legal status and goals of entrepreneurial activity." Well, now everything is clear, isn’t it? :)
Let's try to give our own, more clear definition:
Organizational and legal form (OLF) is an abbreviated letter abbreviation or a 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 activities), as well as characterizing the classification of this organization into one of the regimes provided for by law securing and using property, activities and management of the organization.
Types of OPF
Here we will decipher in detail the OPF of organizations, while we will be guided by the same All-Russian OPF classifier.
Main types of open pension fund of commercial enterprises and organizations:
IP - individual entrepreneur
LLC - limited liability company
ODO - additional liability company
OJSC - open joint stock company
CJSC - closed joint stock company
PC - production cooperative
Peasant farm (peasant farm)
SUE - state unitary enterprise
Main types of OPF of non-profit organizations (OPF NPO):
PC - consumer cooperative
OO - public organization
OA - social movement
ANO - autonomous non-profit organization
SNT - gardening non-profit partnership
DNP - dacha non-profit partnership
HOA - homeowners association
Of course, the entire range of organizational and legal forms is wider. Here we have deciphered the OPF of the most common species. We hope you enjoyed this article and learned full information on this topic " decryption of 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 your organization's OKOPF, please look in the OPF classifier located at the following link:
In relation to the process of state registration of an NPO or commercial organization, correct and accurate indication of the full and abbreviated name of the legal form (OFO) when preparing documents is a necessary condition for its successful completion.
Sincerely,
team of the Center for Registration of Non-Profit Organizations in St. Petersburg and Leningrad Region