A legal entity is a legal entity that has its own property, legal address, seal and is capable of answering for its actions in court. Currently, there are various organizational and legal forms of business entities.
IN general view One can note the division into commercial and non-commercial forms. The former operate with the aim of making a profit in the future, while the latter implement social programs in the course of their activities. The organizational and legal forms of commercial enterprises are of the greatest interest, since they ensure expanded reproduction. So, they distinguish:
The essence of any company is that its authorized capital contains components or shares that were contributed by different persons in the form of shares. A limited liability company, or LLC, is attractive to investors because the repayment of obligations to counterparties and creditors is carried out strictly within the limits of available funds, that is, the personal property of investors is untouchable. Thus, investors risk only the amount within the deposit. is assigned additional responsibility to members of the society. In the event of liquidation of the enterprise, the amount of debt is divided among all investors in proportion to the amount of contributions. Moreover, the personal property of investors is also subject to recovery if there is a lack of assets at the disposal of the company.
The most important issues in society are resolved by convening a meeting where each member has the right to vote. The procedure for leaving the organization depends on the pre-approved founding policy. By agreement of the majority of the council members, the company's charter may contain the following note:
On the impossibility of resale or transfer of your share to third parties;
On the requirement for the written consent of all investors to sell their shares or freely withdraw from the company.
There are also such organizational and legal forms as They are characterized not just by the share contribution of funds, but also by the calculation of shares issued by the founders. That is, the authorized capital of the company consists of a certain number of issued shares of an established par value. These organizational and legal forms of business are closed and open type. Representatives of the second type allow their shareholders to sell or give their shares to third parties freely. The closed joint-stock company establishes a certain circle of shareholders in advance, and the alienation of shares is not provided for.
The following organizational legal form legal entity- partnerships. These are enterprises that consist of individual shares distributed among the founders. Partnership can be full and based on faith. Participants of a full-type company have all the rights of a legal entity:
A limited partnership includes several limited partners. These individuals are distinguished by the fact that they are liable for the company's debts only to the extent of the amounts invested as a share in start-up capital.
By decision government agencies a unitary enterprise is formed. His characteristic feature there is no right of ownership of the property. Indeed, the founders can manage the enterprise, make the most important decisions and distribute profits at their own discretion, but all property and start-up capital cannot be divided into parts or shares, since it is in the power of the state.
Often such organizational and legal forms are formed as an association of individuals who strive to achieve common goals. Cooperatives are formed on the basis of share and property contributions of their members. As a rule, they are engaged in production or sales activities.
Legal entities, along with individuals, are full-fledged subjects of civil legal relations. The legislation provides certain order creation and activities of these entities. As a rule, to create a company, you need to make an appropriate decision, charter, register it, come up with a name, etc.
But despite the tedious and lengthy formal process of creating companies, they are the most popular way of combining individuals and their contributions.
Individuals, when creating companies, primarily pursue specific goals. It is these goals that predetermine the organizational and legal form of companies.
Exists two main types of legal entities:
The basis classification of legal entities - the purpose of their activities. It is primarily necessary to determine the differences in the areas of their activities.
In particular, commercial organizations can be characterized as legal entities whose purpose is considered to be acquisition of certain income. A non-profit organization is a legal entity whose purpose is not considered to be the acquisition of income, and the income received is not distributed among its participants.
It is on the basis of this classification that the legislation provides certain regulation and the characteristics of a particular type of legal entity. For example, a commercial company must have a business name. This requirement does not apply to a non-profit organization.
Or non-profit organizations can engage in entrepreneurial activities only in exceptional cases, and a commercial one, in turn, cannot carry out activities for non-commercial purposes (social, religious, etc.).
As already mentioned, the main goal of such companies is considered to be receiving a certain income.
These commercial organizations have a certain authorized capital, divided into shares.
Business partnerships, in turn, are full or faith based. And there are economic societies joint stock And with limited liability.
Each of the above types of companies has its own characteristics.
The characteristic features of a general partnership are that the participants bear full responsibility to creditors for its activities. Thus, due to the activities of the company, its participants may lose their own property. This - the most risky type of organization.
But a more risky type of organizational and legal form is a partnership in faith. Here, in addition to the participants, there are also several investors who are not involved in the activities of the company, but at the same time bear all possible risks loss of your contribution due to the activities of the company.
It is precisely because of the high level of risk that the above organizational and legal forms not popular among citizens. JSC and LLC are considered more popular. These two types of companies are very similar to each other.
OOO- a society in which each participant has a certain share and bears the risk of losing exclusively this share. Thus, the participant does not bear any responsibility for the activities carried out by the company, and, accordingly, there is no risk of losing his property.
The same can be said about JSC. Only in this case the participant owns a certain number of shares. There are joint stock companies public And closed. In a closed joint stock company, shares are distributed among its founders or among persons whose circle has been determined in advance, while public joint stock companies have the public right to place shares.
The following organizational and legal form is production cooperative- a voluntary association of individuals in order to achieve certain production or other goals. At the same time, the peculiarity of cooperatives is that they are based on the personal labor or other participation of citizens.
The new organizational and legal form is peasant (farm) economy. IN in this case the company is created by citizens for the purpose of carrying out agricultural economic activity.
Special organizational and legal form – municipal and state unitary enterprises. They have no ownership rights to the property attached to them.
Of course, everyone chooses the type of organization that best suits their needs and requirements, because civil legislation provides a similar opportunity.
The main purpose of such organizations is not to generate income. People unite in non-profit organizations to pursue religious, legal, cultural goals, etc.
These legal entities can be created as cooperatives, social organizations or movements. Various associations and unions, religious organizations, partnerships of real estate owners, Cossack societies, communities of small peoples, public law companies, bar associations, foundations, institutions, etc. are also considered non-profit.
The main goals of the activities of these organizations are provided for in their charters. At the same time, the organization must strictly adhere to the goals and areas of activity that were recorded in this document.
Basic characteristic feature similar companies is that they can have unlimited number of participants. The more members a non-profit organization has, the stronger it is considered.
Moreover, each of the participants, in fact, can participate in the process of managing the company. In particular, all participants have every right participation and voting in the general meeting.
Of course, the charter of organizations provides for the entire range of powers of the general meeting of participants, but, as a rule, it is quite broad and includes the main important issues regarding the management of the organization.
It is also necessary to take into account the fact that it is with the help of this organizational and legal form that citizens exercise their constitutional right to association.
Today, not only are they especially popular political parties that unite Political Views citizens, but also non-profit organizations whose activities are aimed at protecting the rights and legitimate interests of citizens.
Entrepreneurial activities can also be carried out without forming a legal entity.
One such method is registration as an individual entrepreneur. An individual entrepreneur is a full-fledged subject of civil legal relations. Any individual who has reached the age of majority can act as an individual entrepreneur. To do this, it is enough to obtain state registration.
A feature of individual entrepreneurship is that the individual entrepreneur is responsible for all of his property. This - the only drawback, since if an individual entrepreneur has debt, he may also lose the property that was acquired as an individual, i.e. at a time when the citizen was not engaged in business, and the property was acquired at the expense of his personal funds (salary, savings, etc.).
But an individual entrepreneur can freely engage in almost any business activity; this does not require a charter or any other document, as is necessary in the case of registration of a legal entity.
Another form of entrepreneurship without creating a company is branches and representative offices. The branch carries out all the functions of a legal entity, and the representative office is the representation and protection of the rights and legitimate interests of the company.
From the above we can conclude that the current legislation gives great opportunities conducting both entrepreneurial and commercial as well as non-profit activities. Everyone has the opportunity to choose the organizational and legal form of activity that fully meets the requirements and capabilities.
The choice of ownership form is discussed in this video.
Classification of legal entities occurs according to several criteria. According to the purposes of their activities, legal entities are divided into: commercial, which pursue profit-making as the main goal of their activities, and non-profit, which do not have the main goal of making profit. If commercial organizations distribute profits among participants in business companies, partnerships, production cooperatives, etc., then non-profit organizations have the right to carry out entrepreneurial activities, directing the profits received to achieve their statutory goals. This applies to educational, religious and other non-profit organizations created for the purposes reflected in the Charter.
Depending on the organizational and legal form, the founders (participants) have various property rights:
Business partnerships and companies can be classified according to what is more important for the participants: combining their personal efforts to achieve entrepreneurial goals (partnership) or pooling capital (society). Along with this, according to the degree of increase in the entrepreneurial risk of the participants, business companies and partnerships can be built in the following chain: general partnership, limited partnership, additional liability company, limited liability company, joint-stock company.
Full partnership. A general partnership is a business partnership, the participants of which, in accordance with the constituent agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with all their property (Clause 1 of Article 69 of the Civil Code of the Russian Federation).
A limited partnership differs from a general partnership primarily in the composition of its participants. Here, along with general partners, there are one or more participants - investors (limited partners), 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, unlike general partners, take part in carrying out business activities on behalf of partnership (clause 82 of the Civil Code of the Russian Federation). The term “limited” means to entrust in storage, to keep, which is directly consistent with the very essence of the existence of such an organizational and legal form of a legal entity as a limited partnership, which in domestic civil law is more traditionally called a limited partnership.
Limited Liability Company. A legal entity whose authorized capital is divided into shares determined by the constituent
documents of the size, and whose participants bear the risk of losses associated with the activities of such a legal entity, only within the value of the contributions made by them, is recognized as a limited liability company (clause 1 of Article 87 of the Civil Code of the Russian Federation).
Company with additional liability. Legislative provisions regarding the legal status of a limited liability company apply to an additional liability company, with the exceptions provided for in Art. 95 Civil Code of the Russian Federation. First of all, this concerns the scope of responsibility of company participants. Participants in a company with additional liability jointly and severally bear subsidiary liability for the debts of the company with their own property in the same multiple of the value of their contributions.
Joint-Stock Company. A joint stock company is a commercial organization whose authorized capital is divided into certain number equal shares, each of which corresponds to a share (a security that gives its owner - the shareholder - equal rights); participants joint stock company(shareholders) are not liable for its obligations and bear the risk of losses to the extent of the value of the shares they own.
It is allowed to create two types of joint stock companies - open and closed.
The characteristic features of an open joint stock company are the following. Firstly, the company has the right to place its shares among an unlimited number of persons, i.e. conduct an open subscription for shares issued by it and carry out their free sale. Secondly, shareholders can dispose of the shares they have without coordinating the alienation with other shareholders and without any restrictions on the identification of buyers. This type of joint stock company is characterized by openness of certain information relating to the company’s activities (the obligation to annually publish an annual report, balance sheet, profit and loss accounts).
The difference between a closed joint stock company and an open one lies, first of all, in the fact that its shares are distributed only among a predetermined circle of persons (most often, when establishing a company, among its founders), i.e. A closed company does not have the right to conduct an open subscription for its shares. The number of participants in a closed society should not exceed fifty. Shareholders in a closed type of company have a pre-emptive right to purchase shares sold by other shareholders of the company.
Under certain conditions, an open joint-stock company can be transformed into a closed joint-stock company and vice versa.
Subsidiaries and dependent companies. In a stable market economy, one of the forms of business organization is the creation of a unique association of legal entities, in which one company exercises control over a whole network of other commercial firms, setting a goal and directing their activities. The result of this economic policy on the part of individual companies is the emergence holding structures. From a formal point of view, the legal entities included in the holding act as independent participants in civil transactions, but in fact, every significant step of such persons is controlled and agreed upon with the parent company or, more often than not, they act on the direct instructions of such a company.
From the definition of the concept of “subsidiaries” the following conclusion follows: only business companies can act as subsidiary (controlled) legal entities, and both companies and partnerships can act as controlling ones.
Production cooperatives. Production cooperatives are commercial organizations built on the principles of a voluntary association of citizens on the basis of membership. Members of the cooperative can be individuals who have reached 14 years of age. The charter of the cooperative may provide that the members of the cooperative include legal entities. In this case, the legal entity, as a member of the cooperative, acts through its representative, whose powers are determined by the power of attorney issued by the legal entity.
By its legal essence, a production cooperative is an association of labor and capital, because all members of the cooperative are obliged not only to make a share contribution, but also to participate with their personal labor in the activities of the cooperative. If a member of the cooperative does not participate with his personal labor in its activities, he is obliged to make an additional share contribution, and the number of such members of the cooperative cannot exceed 25% of their total number.
The number of members of the cooperative cannot be less than five.
The distribution of profits among the members of the cooperative is made in accordance with their personal labor and other participation, as well as the size of the share contribution.
State and municipal unitary enterprises. Home distinctive feature unitary enterprises is that these legal entities do not become the owners of the property assigned to them and do not have their own members (participants). By creating such a legal entity, its founder (a public legal entity) transfers his own property to the enterprise, retaining ownership of it, and giving the newly created person only limited property rights. From this follows the definition of the concept of a unitary enterprise.
A unitary enterprise is a legal entity, a commercial organization that has a limited real right to the property assigned to it by the owner, which is the indivisible property of the founder (Clause 1 of Article 113 of the Civil Code of the Russian Federation).
This category of commercial organizations is created and operates on the basis of state or municipal property, therefore the founders of such an organization are the state or municipal entity. The legislator gives such a subject of civil legal relations certain powers over the property transferred to him - the right of economic management or operational management (Chapter 19 of the Civil Code of the Russian Federation).
Non-profit organizations. Legal entities - non-profit organizations have special legal capacity, the scope of which is determined by the organizational and legal form itself and the purpose of creating a legal entity.
Consumer cooperative. Relations in the sphere of creation and activities of consumer cooperatives, in addition to Art. 116 of the Civil Code of the Russian Federation, are regulated by the Law of the Russian Federation “On consumer cooperation (consumer societies, their unions) in the Russian Federation No. 3085-1 of June 19, 1992, federal law“On Agricultural Cooperation” No. 193-FZ dated 08.12.95, legal acts subjects of the Russian Federation, published before the entry into force of the Civil Code of the Russian Federation, and by-laws.
Based on the purpose of creation, consumer cooperatives can be divided into three groups: 1) consumer societies (procurement, trading, etc.); 2) agricultural cooperatives; 3) specialized cooperatives (housing, country houses, garages, etc.).
A consumer cooperative is created and operates to satisfy the material and other needs of its members. A consumer cooperative has the right not only to carry out entrepreneurial activities, but also to distribute the income received from it among its members, which especially distinguishes it from other organizational and legal forms of non-profit organizations.
Citizens over 14 years of age and legal entities can be members of a consumer cooperative.
Public and religious organizations (associations). Public and religious organizations (associations) are recognized as voluntary associations of citizens united on the basis of their common interests to satisfy spiritual or other non-material needs (Clause 1 of Article 117 of the Civil Code of the Russian Federation).
Subject of regulation art. 117 of the Civil Code are those associations that are created in the form public organization, social movement and a public initiative body.
Public organizations are established by no less than three citizens, and religious organizations by no less than ten.
Public and religious organizations have the right to carry out business activities only to achieve their statutory goals and in accordance with these goals, while the possibility of distributing income between the participants of the organization is excluded. Public organizations must annually publish reports on the use of their property or provide free access to such information.
Participants in a public organization have equal rights in managing the affairs of the organization, i.e. Each participant has one vote when making decisions on activities. Supreme body A public organization is a congress (conference) or general meeting of participants, which elects executive bodies. The executive collegial body is the council, presidium, board, etc., the head of which is the sole executive body.
Funds. The Foundation is recognized as a non-profit organization that does not have a membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other publicly useful goals (clause 1 of Article 118 of the Civil Code of the Russian Federation).
Institutions. An institution is recognized as a non-profit organization financed by the owner and created by him to carry out managerial, socio-cultural or other functions of a non-commercial nature (Clause 1 of Article 120 of the Civil Code of the Russian Federation).
The constituent document of an institution is, as a rule, the charter adopted by the owner.
The institution is fully or partially financed by the owner by transferring funds, assigning other property to him with the right of operational management, which implies certain restrictions on the ownership and disposal of such property (Articles 296, 298 of the Civil Code of the Russian Federation). An institution does not have the right to alienate or otherwise dispose of property assigned to it or acquired using funds allocated by the owner.
The charter may provide that the institution has the right to engage in income-generating activities.
Associations and unions. An association (union) is an association of legal entities - commercial organizations, created for the purpose of coordinating their business activities, representing and protecting common property interests. Non-profit organizations also have the right to unite into associations (unions); such an association (union) is a non-profit organization.
Simultaneous participation in the association of commercial and non-profit organizations is not permitted.
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Legal entities |
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Commercial organizations |
Non-profit organizations |
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Business partnerships and societies |
Consumer cooperatives |
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General partnerships |
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Partnerships of faith |
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Limited Liability Companies |
Public and religious organizations |
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Companies with additional liability |
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Joint stock companies open and closed type | |
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Subsidiaries and dependent companies |
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Producer cooperatives |
Institutions |
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State and municipal, unitary enterprises |
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Enterprises based on the right of operational management |
Associations of legal entities (associations and unions) |
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Enterprises based on the right of economic management |
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Some features of specific organizational and legal forms of organizations, their formation, functioning and management are as follows.
General partnership – This is a partnership whose participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them.
A person can 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 constituent agreement of a general partnership must contain: the name of the partnership; its location; procedure for managing activities; conditions on the size and composition of the partnership's share capital; on the size and procedure for changing the shares of each participant in the share capital; on the size, composition and procedure for making contributions; 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. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants. Each participant in a general partnership has one vote, unless the constituent agreement provides for a different procedure for determining the number of votes of its participants.
Each participant in a general partnership has the right to act on behalf of the partnership, unless the founding agreement establishes that all its participants conduct business jointly or that the conduct of business is entrusted to individual participants. When conducting the affairs of a partnership jointly by its participants, the consent of all participants of the partnership is required for each transaction.
Partnership of Faith (limited partnership) – This is a partnership in which, along with participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with their property (full partners), there are one or more participant-investors (limited partners) who bear the risk of losses associated with the activities of the partnership, within the limits amounts, contributions made by them and do not take part in the partnership’s business activities.
The position of general partners participating in a limited partnership and their responsibility for the obligations of the partnership are determined by the rules of this Code on participants in a general partnership. A person can be a general partner in only one limited partnership. If the business name of a limited partnership includes the name of an investor, such investor becomes a general partner.
A limited partnership is created and operates on the basis of a memorandum of association. The memorandum of association is signed by all general partners. The constituent agreement of a limited partnership must contain: the name of the partnership; its location; procedure for managing activities; conditions on the size and composition of the partnership's share capital; on the size and procedure for changing the shares of each of the general partners in the share capital; on the size, composition, timing and procedure for making deposits, their responsibility for violation of obligations to make deposits; on the total amount of deposits made by investors.
The management of the limited partnership is carried out by the general partners. The procedure for managing and conducting the affairs of such a partnership by its general partners is established by them according to the rules of the Civil Code of the Russian Federation on general partnerships. Investors do not have the right to participate in the management and conduct of the affairs of the partnership, or act on its behalf except by proxy. They do not have the right to challenge the actions of their general partners in managing and conducting the affairs of the partnership.
Limited Liability Company – This is a company established by one or several persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. 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.
Participants of the company who have not made full contributions bear joint liability for its obligations to the extent of the value of the unpaid part of the contribution of each participant.
The constituent documents of the company are the constituent agreement signed by its founders and the charter approved by them. If a company is founded by one person, its constituent document is the charter.
The constituent documents of the company must contain: the name of the company; its location; procedure for managing activities; conditions on the amount of the company’s authorized capital; on the size of shares of each participant; on the size, composition, terms and procedure for making deposits, on the responsibility of participants for violation of obligations to make deposits; on the composition and competence of the company’s management bodies and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes.
The supreme body of the company is the general meeting of its participants. An executive body is created in the company, which carries out the current management of its activities and is accountable to the general meeting.
The exclusive competence of the general meeting of company participants includes:
changing the charter and the size of its authorized capital;
formation of executive bodies of the company and early termination of their powers;
approval of annual reports and balance sheets of the company and distribution of its profits and losses;
decision on reorganization or liquidation of the company;
election of the audit commission (auditor) of the company.
Issues falling within the exclusive competence of the general meeting of company participants cannot be transferred to them for decision by the executive body of the company.
To check and confirm the accuracy of the company's annual financial statements, it has the right to annually engage a professional auditor who is not connected by property interests with the company or its participants (external audit).
Additional liability company – This is a company established by one or several persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. The participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same amount for everyone, a multiple of the value of their contributions, determined by the constituent documents of the company. In the event of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the remaining participants in proportion to their contributions, unless a different procedure for the distribution of liability is provided for by the documents of the company.
Joint-Stock Company – This is a company whose authorized capital is divided into a certain number of shares. Participants in 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.
Shareholders who have not fully paid for the shares bear joint liability for the obligations of the joint stock company to the extent of the unpaid portion of the value of the shares they own.
The corporate name of the company must contain its name and an indication that the company is a joint-stock company.
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 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.
An open joint stock company is obliged to annually publish for public information an annual report, balance sheet, and profit and loss account.
A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons is considered closed. It 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. Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company. 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 after this period – liquidation in court.
The founders of a joint stock company enter into an agreement between themselves that determines the procedure for their joint activities to create the company, the size of the authorized capital, the categories of shares issued and the procedure for their placement, as well as other conditions provided for by the law on joint stock companies.
The constituent document of a joint stock company is its charter, approved by the founders. The charter of a joint stock company must contain: the name of the company, its location; procedure for managing activities; conditions on the categories of shares issued by the company, their par value and quantity, and the amount of the company's authorized capital; on the rights of shareholders; on the composition and competence of the company’s management bodies and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes. The charter of a joint stock company must also contain other information provided for by the law on joint stock companies.
The authorized capital of a joint stock company is made up of the par value of shares acquired by shareholders.
An open subscription for shares of a joint stock company is not allowed until the authorized capital is paid in full. When establishing a joint stock company, all its shares must be distributed among the founders.
The supreme governing body of a joint stock company is the general meeting of its shareholders.
The exclusive competence of the general meeting of shareholders includes:
changing the company's charter, including changing the size of its authorized capital;
election of members of the board of directors (supervisory board) and the audit commission (auditor) of the company and early termination of their powers;
formation of the executive bodies of the company and early termination of their powers, if the company’s charter does not include the resolution of these issues within the competence of the board of directors;
approval of annual reports, balance sheets, profit and loss accounts of the company and distribution of its profits and losses;
decision on reorganization or liquidation of the company.
In a company with more than fifty shareholders, a board of directors (supervisory board) is created. If it is created, the charter of the company must define its exclusive competence.
The executive body of the company can be collegial (board, directorate) and (or) sole (director, general director). He carries out the current management of the company's activities and is accountable to the board of directors (supervisory board) and the general meeting of shareholders. The competence of the executive body of the company includes the resolution of all issues that do not constitute the exclusive competence of other management bodies of the company, as determined by law or the charter of the company.
By decision of the general meeting of shareholders, the powers of the executive body of the company may be transferred under an agreement to another commercial organization or to an individual entrepreneur (manager).
The competence of the management bodies of a joint-stock company, as well as the procedure for making decisions and speaking on behalf of the company, are determined by the law on joint-stock companies and the charter of the company.
At the request of shareholders whose total share in the authorized capital is ten percent or more, an audit of the company's activities must be carried out at all times.
Subsidiaries and dependent companies . A business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of a predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the opportunity to determine the decisions made by such company.
The subsidiary company is not liable for the debts of the parent company (partnership).
The parent company (partnership), which has the right to give instructions to its subsidiary, including under an agreement with it, is liable jointly and severally with the subsidiary for transactions concluded by the latter in pursuance of such instructions.
A business company is recognized as dependent if another (predominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the authorized capital of a limited liability company.
Production cooperative (artel) – this is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural or other products, work, trade, consumer services, provision of other services), based on their personal labor and other participation and association its members (participants) of property shares. The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization.
The founding document of a cooperative is its charter, approved by the general meeting of its members.
The charter of the cooperative must contain: its name, its location, the procedure for managing its activities, conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and their liability for violation of obligations to make share contributions; on the nature and procedure for the labor participation of its members in the activities of the cooperative and their responsibility for violating the obligation of personal labor participation; on the procedure for distributing profits and losses of the cooperative; on the amount and conditions of subsidiary liability of its members for the debts of the cooperative; on the composition and competence of the management bodies of the cooperative and the procedure for their decision-making.
The number of members of the cooperative should not be less than five.
The highest governing body of a cooperative is the general meeting of its members.
In a cooperative with more than fifty members, a supervisory board may be created, which exercises control over the activities of the executive bodies of the cooperative.
The executive bodies of the cooperative are the board and (or) its chairman. They carry out the ongoing management of the activities of the cooperative and are accountable to the supervisory board and the general meeting of members of the cooperative.
Only members of the cooperative can be members of the supervisory board and board of the cooperative, as well as the chairman of the cooperative. A member of a cooperative cannot simultaneously be a member of the supervisory board and a member of the board or chairman of the cooperative.
The competence of the management bodies of the cooperative and the procedure for their decision-making are determined by law and the charter of the cooperative.
The exclusive competence of the general meeting of members of the cooperative includes:
amendment of the charter;
the formation of a supervisory board and termination of the powers of its members, as well as the formation and termination of powers of the executive bodies of the cooperative, if this right according to the charter is not transferred to its supervisory board;
admission and exclusion of cooperative members;
approval of annual reports and balance sheets of the cooperative and distribution of its profits and losses;
decision on reorganization and liquidation of the cooperative.
The law on production cooperatives and the charter of the cooperative may also include the resolution of other issues within the exclusive competence of the general meeting.
Issues falling within the exclusive competence of the general meeting or supervisory board of the cooperative cannot be transferred by them to the decision of the executive bodies of the cooperative.
State and municipal unitary enterprises. A unitary enterprise is a commercial organization that is not vested with the right of ownership to the property assigned to it by the owner, which is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.
The charter of a unitary enterprise must contain: the name of the enterprise, its location, the procedure for managing activities, information about the subject and goals of the enterprise, as well as the size of the authorized capital of the enterprise, the procedure and sources of its formation, with the exception of state-owned enterprises.
The property of a state or municipal “unitary enterprise” is respectively in state or municipal ownership and belongs to such an enterprise with the right of economic management or operational management.
The body of a unitary enterprise is the manager, who is appointed by the owner or a body authorized by him and is accountable to him.
A unitary enterprise is liable for its obligations with all its property and is not liable for the obligations of the owner of its property.
A unitary enterprise based on the right of economic management is created by decision of an authorized state body or local government body.
The constituent document of such an enterprise is its charter, approved by an authorized state body or local government body.
The owner of the property of this enterprise is not responsible for the obligations of the enterprise.
A unitary enterprise based on the right of operational management (state-owned enterprise) is created on the basis of state or municipal property.
The constituent document of a state-owned enterprise is its charter, approved by an authorized state body or local government body.
The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient.
Consumer cooperative – This is a voluntary association of citizens and legal entities on the basis of membership in order to satisfy the material and other needs of the participants, carried out by combining its members with property shares.
The charter of a consumer cooperative must contain: its name, its location, the procedure for managing its activities, conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their responsibility for violating the obligation to make share contributions; on the composition and competence of the management bodies of the cooperative and the procedure for their decision-making, including on issues on which decisions are made unanimously or by a qualified majority of votes; on the procedure for covering losses incurred by members of the cooperative.
Members of the cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid portion of the additional contribution of each member of the cooperative.
Income received by a consumer cooperative from business activities is distributed among its members.
Public and religious organizations (associations) - These are voluntary associations of citizens united on the basis of their common interests to satisfy spiritual or other non-material needs.
Public and religious organizations are non-profit. They have the right to carry out entrepreneurial activities only to achieve the goals for which they were created and in accordance with these goals.
Participants (members) of these organizations do not retain rights to the property transferred by them to these organizations, including membership fees. They are not responsible for the obligations of these organizations, and organizations are not responsible for the obligations of their members.
Fund – This is a non-membership non-profit organization established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially beneficial goals.
The property transferred to the foundation by its founders (founder) is the property of the foundation. The founders are not liable for the obligations of the fund they created, and the fund is not liable for the obligations of its founders.
The Foundation has the right to engage in entrepreneurial activities necessary to achieve the socially beneficial goals for which it was created, and in accordance with these goals. To carry out entrepreneurial activities, foundations have the right to create business companies or participate in them.
The procedure for managing the fund and the procedure for forming its bodies are determined by its charter, approved by the founders.
The foundation's charter must contain: the name of the foundation, information about its purpose; instructions on the fund's bodies, including the board of trustees that supervises the activities of the fund; on the procedure for appointing officials of the fund and their dismissal, on the location of the fund, on the fate of the fund’s property in the event of its liquidation.
Establishment – This is an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature and financed by him in whole or in part.
The institution is responsible for its obligations with the funds at its disposal. If they are insufficient, the owner of the relevant property bears subsidiary liability for his obligations.
The peculiarities of the legal status of certain types of state and other institutions are determined by law and other legal acts.
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:
Business partnerships are commercial organizations with share capital divided into shares. The contribution 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 responsible 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:
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.
Minimum and maximum size 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:
A company with additional liability is a company founded by one or more persons, the authorized capital of which is divided into shares of certain constituent documents sizes. 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 and other natural resources may 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 a cooperative mutual fund, which determines the minimum amount of property of the cooperative, guaranteeing 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:
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 “supported” by the company’s management the following conditions, allowing you to fully demonstrate your innovative nature of activity:
The fundamental principle is that the entrepreneur acts within the company as the owner of his own company, and not as an employee. Therefore, the internal entrepreneur must be aimed at realizing his personal idea, to achieve 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.
