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The legal form (OPF) determines the regulation of emerging issues, the way the property is used and the purpose of doing business. AT modern Russia It is possible to create several types of OPF:

  • legal entities - commercial organizations (LLC, OJSC, CJSC, partnerships, unitary enterprises, etc.);
  • legal entities - non-profit organizations (political parties, social movements, consumer cooperatives, homeowners associations, foundations, etc.);
  • business entities without forming a legal entity (IP, mutual funds, farms and etc.).

The most common organizational legal forms− IP, LLC, CJSC and JSC. You can find out more about them below.

Limited Liability Company

LLC is the most common organizational and legal form. Both one founder and a team of businessmen can open such an enterprise. The maximum number of participants is 50 people.

There are several advantages of an LLC:

  • ease of opening(you do not need to issue shares and then register them with the FFMS. Due to this, expenses are reduced by at least 20 thousand rubles);
  • fast(the period from the submission of documents to the opening of the company is 1 week);
  • ease of doing business(you do not need to prepare a register of shareholders and submit reports to financial market control authorities).

Please note that information about the participants of the company is contained in the Unified State Register of Legal Entities and is available to third parties. It is also necessary to register any changes in the constituent documents.

Closed Joint Stock Company

A CJSC is a more complex organizational and legal form than an LLC. This is due to the need to maintain a register of shareholders and many additional reporting requirements.

The advantages of a JSC include:

  • high privacy(information about participants is not entered in the Unified State Register of Legal Entities);
  • ease of changing the list of shareholders(information about them is in the register maintained by the CJSC itself).

This OPF involves the registration of an issue of shares. A third-party registrar may be involved in the reporting.

Public corporation

OJSC is the most common organizational and legal form among large companies. Such companies can attract additional investments by issuing shares. The work of JSC has a large number of formalities. There are also hard legal requirements to reporting.

The advantages of JSC include:

  • open circulation of shares(there are no restrictions on their transfer to third parties);
  • the possibility of placing securities(shares can be sold on Russian and foreign stock exchanges).

The obligation of open joint-stock companies is an annual audit by an independent audit organization. Annual reports and balance sheets should be published in mass media.

Individual entrepreneur

IP is not a legal entity. The procedure for registering this OPF is greatly simplified. The advantages of IP are:

  • ease of registration(you only need an application to the IFTS);
  • minimum liability(fines are significantly lower than for legal entities).

Wherein individual entrepreneur is responsible for the activities of all his own property, including an apartment and a car.

If you have not decided on the organizational and legal form, the company "DONATIV" will prompt a solution to this issue!

There is a question that sometimes confuses company owners. This is the organizational and legal form of the company. Although, in a good way, there is nothing complicated in the OPF.

What is OPF

The organizational and legal form (OPF), or as it is sometimes called, “the form of doing business”, is a way of owning and using property (for some, disposal) fixed by the legislation of the country, and, based on this, the purpose of creating and conducting activities.

Since legal entities can be divided into commercial and non-commercial, the purposes here may differ in:

  • Making a profit - for commercial;
  • Public interests, education, enlightenment, etc. - for non-commercial.

Commercial legal entities, in turn, are divided into:

  • Business partnerships and companies - with the right to own, use and dispose of property;
  • Unitary enterprises - with the right of economic management or operational management property. They cannot manage it.

Let's take an example. The most common case of commercial legal. persons - LLC, or a company with limited liability:

  • Society - a type of commercial organization, namely a business entity.
  • Limited liability - means that the company is liable for its obligations within the limits of its property and authorized capital. True, no one has canceled the subsidiary liability of its controlling persons.

Types of organizational and legal forms

Here it is easier to summarize everything in a table:

Commercial organizations
Partnerships General partnerships
Faith partnerships
Business companies Limited liability companies
Non-public joint-stock companies
Public Joint Stock Companies
Unitary enterprises Unitary enterprises based on the right of economic management
Unitary enterprises based on the right of operational management
Other Production cooperatives
Peasant (farm) households (since January 1, 2010)
Business partnerships
Non-Profit Organizations
Consumer cooperatives
Public associations Public organizations
social movements
Bodies of public initiative
Political parties
Funds Charitable foundations
Public funds
Institutions Federal government agency
federal state autonomous institution
Federal state budgetary institution
State corporations
Non-Profit Partnerships
Autonomous non-profit organizations
Communities of Indigenous Peoples
Cossack societies
Associations of legal entities (associations and unions)
Associations of peasant (farm) households
Territorial public self-governments
Associations of property owners
Horticultural, horticultural or dacha non-profit partnerships
Religious organizations
Lawyer formations Law Office
law office
Law office
law firm
Law Firm
Notary offices State notary offices
Private notary offices
Without formation of a legal entity
Mutual funds
Ordinary partnerships
Individual entrepreneurs

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

Read our article:

What is meant by the legal form of a legal entity

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

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

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

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

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

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

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

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

What organizational forms are non-profit

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

Organizational and legal forms of commercial enterprises: what is it

Commercial forms:

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

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

What you need to know about LLC

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

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

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

What are the main features of AO

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

What are the pros and cons of IP

The main advantages of the IP status:

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

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

How to choose a form of enterprise for your business

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

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

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

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

The type of business organization you choose depends on:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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PLAN

    Introduction. The essence of organizational and legal forms.

    Organizational and legal forms of organizations (OPF):

    1. Legislative acts of the OPF.

      OPF classification.

      OPF features. Advantages and disadvantages.

    The role of the choice of the BPF in the activities of the organization.

    Bibliography.

    Introduction

The organizational legal form of an organization is called the form of an economic entity, which fixes the method of fixing and using property by an economic entity and its legal status and goals of activity arising from this. Business entities include any legal entities, as well as organizations operating without forming a legal entity, and individual entrepreneurs.

The existence of an OPF gives the entrepreneur the opportunity to identify and consolidate:

      entrepreneur status;

      determine the organizational and legal unity of the company (the company's management bodies, the boundaries of their legal capacity);

      and the mechanism of property liability, which in turn is a mechanism of control by the state and an instrument of influence.

Each country has its own organizational and legal forms of doing business, which have clear characteristics and strictly enforced requirements.

The need to create an OPF and the mandatory registration of individuals and legal entities is associated with the existence of a large number of informal and underground businesses: "underground production", entrepreneurship that does not meet standards, avoids paying taxes, piracy of the brand, etc.

The need to choose an OPF arises whenever:

    creation of a new enterprise;

    transforming an existing one.

The choice of OPF is a long-term solution and changing the form, as a rule, is associated with serious organizational costs, material and financial losses, loss of suppliers and customers. The reasons for changing the OPF can be: a change in legislation, or a change in the size and volume of production of the company.

    Organizational and legal forms of organizations.

      Legislative acts of the OPF.

There are the following legislative acts regulating the creation, requirements, liability, reorganization and liquidation of OPF: the Civil Code of the Russian Federation, the All-Russian Classification of Legal Forms, the Federal Laws "On Limited Liability Companies", "On Joint Stock Companies", etc.

Any enterprise as a legal entity in accordance with the Civil Code of the Russian Federation, regardless of the organizational and legal form, has the same rights as other enterprises. The differences lie in the rights of the founders (participants, shareholders) of such enterprises. It is this set of rights of the founder (participant, shareholder) of a legal entity that determines the choice of one or another organizational and legal form of the enterprise.

      OPF classification.

The All-Russian OPF classifier identifies the following main classification groups:

      legal entities that are commercial organizations;

      legal entities that are non-profit organizations;

      organizations without the rights of a legal entity;

      individual entrepreneurs.

Based on the goals of entrepreneurial activity, economic entities that are legal entities are divided into organizations pursuing profit making as the main goal of their activities ( commercial organizations ) or do not have profit making as such a goal and do not distribute the profit received among the participants ( non-profit organizations ).

Legal entities that are commercial organizations can be created in the form of economic partnerships and companies, production cooperatives, state and municipal unitary enterprises.

Legal entities that are non-profit organizations may be created in the form of consumer cooperatives, public or religious organizations, institutions, charitable and other foundations, as well as in other forms provided for by law (non-profit partnerships, autonomous non-profit organizations, branches of foreign non-profit non-governmental organizations, etc.). d.).

To business entities that are not legal entities, but have the right to carry out their activities without formation of a legal entity , include mutual investment funds, representative offices, branches and other separate subdivisions of legal entities, peasant (farm) enterprises (since January 1, 2010), as well as simple partnerships.

To individual entrepreneurs include citizens who carry out their activities without forming a legal entity.

Figure 1. presents a diagram of the organizational and legal forms that exist today in the Russian Federation.

Figure 1. Organizational and legal forms of the Russian Federation.

      OPF features. Advantages and disadvantages.

Using the diagram shown in Figure 1, we will characterize the existing organizational and legal forms.

I . Commercial organizations - organizations whose main goal is to make a profit and distribute it among the participants. These include:

a) Business partnerships- to commercial organizations in which contributions to the share capital are divided into shares of the founders. A distinction is made between a general partnership and a partnership in faith.

General partnership ( Fri) - a partnership whose participants (general partners) on behalf of the partnership are engaged in entrepreneurial activities and are liable for its obligations not only with their contributions to the share capital of the PT, but also with their property.

Pros and cons: Participants of the PT must be highly qualified and enjoy mutual trust. If these requirements are met, management has a high efficiency and effectiveness. If participants do not meet these requirements, then there is a high probability of various kinds of negative consequences.

Faith Partnership (TNV) - a partnership in which, along with general partners, there is at least one participant of a different type - a contributor (limited partner), who does not participate in entrepreneurial activities and bears risk only within the limits of his contribution to the share capital of TNV.

Pros and cons: Management is efficient. General partners must be like-minded, enjoy the trust of investors, have high qualifications and a developed sense of responsibility. Otherwise, there is a high probability of various kinds of negative consequences.

b) Business companies -to commercial organizations in which contributions to the authorized capital are divided into shares of the founders. Exist:

Limited Liability Company (LLC) - an economic company, the participants of which are not liable for its obligations and bear the risk only within the limits of their contributions to the authorized capital. Provides one type of membership - member. It can be an individual or a legal entity (their possible number is from 1 to 50). Governing bodies: general meeting of participants, management. The number of votes by agreement of the participants is specified in the constituent documents (recommendation: in proportion to the share in the authorized capital). Participants bear the risk of losses within the value of their contributions to the authorized capital of the company. The profit allocated for dividends is distributed among the participants in proportion to their shares in the authorized capital. Upon withdrawal, the participant has the right: to receive a share in money, in kind, to transfer part of it or all of it to another person (participants in this have an advantage over third parties).

Pros and cons: If the number of participants exceeds 15-20, then the sense of ownership and efficiency of management are reduced. An LLC is preferable if the participants do not want to transfer all management rights to a narrow circle of persons. The fact of material liability for obligations within the limits of the company's property reduces the interest for creditors.

Additional Liability Company (ALC) - a business company, the participants of which jointly and severally bear subsidiary (full) liability for its obligations with their property in the same multiple for all of the value of their contributions to the authorized capital.

Pros and cons: Responsibility for the obligations of the bankrupt participant is transferred to other participants. ODO is preferable if the participants are highly qualified and trust each other. The high responsibility of the participants contributes to the improvement of the quality of their activities, the growth of trust in them by other organizations.

Open Joint Stock Company (OJSC) - a business company, the authorized capital of which is divided into a certain number of shares, the owners of which can alienate their part without the consent of other shareholders. Shareholders bear risk only to the extent of the value of their shares. Governing bodies: general meeting of shareholders, supervisory board, board (management) headed by the chairman (director). The share of preferred (non-voting) shares must not exceed 25%. Dividend profit is distributed among shareholders in proportion to the number of shares they own.

Pros and cons: The number of shareholders is not limited. Preferred if it is necessary to make large capital investments (by attracting potential investors to the participants).

Closed Joint Stock Company (CJSC) - a joint-stock company, whose shares are distributed only among its founders or other predetermined circle of persons. Shareholders of a CJSC have a pre-emptive right to acquire shares sold by its other shareholders. Shareholders bear risk only to the extent of the value of their shares.

Pros and cons: This form is preferable if: participants do not want to entrust management to a narrow circle of qualified employees (or if there are none); Participants want to limit their composition to a predetermined circle of people.

in)Production cooperatives- d voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and association of property share contributions by its members (to the cooperative's share fund):

Agricultural artel (collective farm) (SPK) - a cooperative created for the production of agricultural products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (has the right to vote only in certain cases provided for by law).

Pros and cons: The number of participants is limited only by the lower limit - 5 people. If the number of participants exceeds 15-20, then the sense of ownership decreases. The SPC is preferable if participants do not want to entrust management to a narrow circle of skilled workers (or if there are none). Management is not efficient enough. Each participant, regardless of the size of the contribution, has 1 vote (the risk is not proportional to the contribution).

Fishing artel (collective farm) (RPK) - a cooperative established for the production of fish products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (the right to vote is vested only in certain cases provided for by law).

Cooperative farm (koopkhoz) (SKH) - a cooperative created by the heads of peasant farms and (or) citizens running personal subsidiary plots for joint activities in the production of agricultural products based on personal labor participation and the combination of their property shares (land plots of peasant farms and private household plots remain in their ownership).

G) Unitary enterprises- An enterprise is recognized as a unitary enterprise that is not endowed with the right of ownership of the property assigned to it by the owner. Only state and municipal enterprises can be unitary:

State (state) enterprise (GKP) - unitary enterprise based on the right of operational management and created on the basis of property that is in federal (state) ownership. A state-owned enterprise is created by decision of the Government of the Russian Federation.

Pros and cons: The enterprise can receive assistance from the state. However, the management and other employees of the enterprise will not be sufficiently interested in efficient work. PCUs are generally unable to compete with private enterprises.

Municipal enterprise (MP)- a unitary enterprise based on the right of economic management and created on the basis of state or municipal property. It is created by the decision of the authorized state body or local self-government body.

Pros and cons: similar to GKP.

II . Non-Profit Organizations - organizations that do not pursue the goal of making a profit and do not distribute the profits received among the participants:

Consumer Cooperative (PC) - a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by combining property shares by its members. Provides 2 types of membership: member of the cooperative (with the right to vote); associate member (has the right to vote only in certain cases provided for by law).

Public and religious organizations - voluntary association of citizens on the basis of common interests to meet spiritual or other non-material needs. The right to carry out entrepreneurial activities only to achieve the goals of the organization. Participants do not retain ownership of the property transferred to the organization.

Funds - an organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The right to engage in entrepreneurial activities to achieve their goals (including through the creation of economic companies and participation in them).

Institutions - an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part.

III . Associations of legal entities - associations (unions) created by legal entities in order to coordinate business activities and protect their property interests. Association members retain their independence and the rights of a legal entity.

    The role of the choice of the BPF in the activities of the organization.

When choosing the organizational and legal form of a future enterprise, it is necessary to take into account their features, so as not to later find out that in order to conduct any business transaction or solve a certain problem, it is necessary to re-register the company.

To select the OPF, the following aspects of the future enterprise should be taken into account:

    Goals and activities, the possibility of making a profit;

  • Profit distribution;

  • Responsibility of founders (participants);

  • Taxation;

  • Accounting and reporting;

  • The minimum size of the property of the organization;

  • The possibility of participants to receive part of the property of the organization upon exit from it and upon its liquidation;

  • Type of management and number of enterprises.

Thus, the choice of legal form plays an important role not only in the process of registration of legal entities, but also in the further functioning of enterprises. The convenience of managing an organization, the security of investments, the confidentiality of information about the founders, and much more directly depend on the correct selection of the legal form. Organizational - legal forms enterprises (4)Abstract >> Economic theory

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