1. LECTURES ON THE TOPIC "ENTERPRISE IN THE MARKET ECONOMY"

2. Organizational and legal forms of enterprises

The system of organizational and legal forms of economic activity used today in Russia, introduced mainly, includes 2 forms of entrepreneurship without forming a legal entity, 7 types of commercial organizations and 7 types of non-profit organizations.

Entrepreneurial activity without formation of a legal entity can be carried out in the Russian Federation both by individual citizens (individual entrepreneurs), and within the framework of a simple partnership - an agreement on joint activities of individual entrepreneurs or commercial organizations. As the most significant features of a simple partnership, one can note the joint and several liability of the participants for all common obligations. The profit is distributed in proportion to the contributions made by the participants (unless otherwise provided by the contract or other agreement), which are allowed not only tangible and intangible assets, but also inseparable personal qualities participants.

Fig. 1.1. Organizational and legal forms of entrepreneurship in Russia

Legal entities are divided into commercial and non-commercial.

Commercial called organizations that pursue profit as the main goal of their activities. According to the Civil Code of the Russian Federation, these include business partnerships and companies, production cooperatives, state and municipal unitary enterprises, this list is exhaustive.

non-commercial are considered organizations for which profit is not the main goal and does not distribute it among the participants. These include consumer cooperatives, public and religious organizations, non-profit partnerships, foundations, institutions, autonomous non-profit organizations, associations and unions, etc.

Let's take a closer look at commercial organizations.

1. Partnership .

A partnership is an association of persons created to carry out entrepreneurial activities. Partnerships are created when 2 or more partners decide to participate in the organization of an enterprise. An important advantage of the partnership is the possibility of attracting additional capital. In addition, the presence of several owners allows for specialization within the enterprise based on the knowledge and skills of each of the partners.

The disadvantages of this organizational and legal form are:

a) each of the participants bears equal financial responsibility, regardless of the size of his contribution;

b) the actions of one of the partners are binding on all the others, even if they do not agree with these actions.

Partnerships are of 2 types: full and limited.

General partnership - this is such a partnership, the participants of which (general partners) in accordance with the agreement are engaged in entrepreneurial activities on behalf of the partnership and jointly and severally bear subsidiary liability for its obligations.

The share capital is formed as a result of the contributions made by the founders of the partnership. The ratio of the contributions of participants determines, as a rule, the distribution of profits and losses of the partnership, as well as the rights of participants to receive part of the property or its value upon leaving the partnership.

A general partnership does not have a charter; it is created and operates on the basis of a constituent agreement signed by all participants. The agreement contains information that is mandatory for any legal entity (name, location, procedure for joint activities of participants in creating a partnership, conditions for transferring property to it and participation in its activities, the procedure for managing its activities, the conditions and procedure for distributing profits and losses between participants, the procedure for exiting participants from its composition), as well as the size and composition of the share capital; the size and procedure for changing the shares of participants in the share capital; the amount, composition, terms and procedure for making deposits; responsibility of participants for violation of obligations to make contributions.

Simultaneous participation in more than one general partnership is prohibited. A participant does not have the right, without the consent of the other participants, to make transactions on his own behalf that are similar to those that are the subject of the activity of the partnership. By the time of registration of the partnership, each participant is obliged to make at least half of his contribution to the share capital (the rest is paid within the time limits established by the memorandum of association). In addition, each partner must participate in its activities in accordance with the memorandum of association.

General partnership management carried out by common consent of all participants; each participant has, as a rule, one vote (the memorandum of association may provide for a different procedure, as well as the possibility of making decisions by a majority of votes). Each participant has the right to get acquainted with all the documentation of the partnership, and also (unless the contract establishes a different way of doing business) to act on behalf of the partnership.

A participant has the right to withdraw from a partnership established without specifying a term, declaring at least 6 months in advance of his intention; if the partnership is established for a certain period, then refusal to participate in it is allowed only for a good reason. However, the possibility of an exception to judicial order any of the participants by unanimous decision of the other participants. The retired participant, as a rule, is paid the value of a part of the property of the partnership corresponding to his share in the share capital. The shares of the participants are inherited and transferred in the order of succession, but the entry of the heir (successor) into the partnership is carried out only with the consent of the other participants.

Due to the extremely strong interdependence of a general partnership and its participants, a number of events affecting the participants can lead to the liquidation of the partnership. For example, a participant's exit; death of a participant - an individual or liquidation of a participant - a legal entity; foreclosure by a creditor of any of the participants on a part of the property of the partnership; opening in relation to the participant of reorganization procedures by a court decision; declaring the participant bankrupt. However, if it is provided for by the founding agreement or the agreement of the remaining participants, the partnership may continue its activities.

A general partnership may be liquidated by the decision of its participants, by a court decision in case of violation of the requirements of the law and in accordance with the bankruptcy procedure. The basis for the liquidation of a full partnership is also a reduction in the number of its participants to one (within 6 months from the date of such reduction this member has the right to transform the partnership into a business company).

Limited partnership (faith partnership) – differs from the full one in that, along with general partners, it includes contributors (limited partners), who bear the risk of losses in connection with the activities of the partnership within the limits of the amounts of their contributions.

The Civil Code of the Russian Federation introduces a ban on any person being a general partner in more than one limited or full partnership. The memorandum of association is signed by the general partners and contains all the same information as in a general partnership, as well as information about total amount limited partners' contributions. Limited partners do not have the right to interfere in any way with the actions of general partners in the management and conduct of business of the partnership, although they can act on behalf of it by proxy.

The sole obligation of the limited partner is to contribute to the share capital. This provides him with the right to receive a part of the profit corresponding to his share in the share capital, as well as to familiarize himself with the annual reports and balance sheets. Limited partners have an almost unlimited right to withdraw from the partnership and receive a share. They may, regardless of the consent of the other participants, transfer their share in the share capital or part of it to another limited partner or a third party, and the participants in the partnership have the pre-emptive right to purchase. In the event of liquidation of the partnership, limited partners receive their contributions from the property remaining after the satisfaction of creditors' claims, in the first place (general partners participate in the distribution of only property remaining after that, in proportion to their shares in the share capital on an equal basis with investors).

2. Society.

Societies are of 3 types: companies with limited liability, companies with additional liability and joint-stock companies.

Limited Liability Company (LLC) is a company whose authorized capital is divided into shares determined by the constituent documents; LLC participants are not liable for its obligations and bear the risk of losses associated with its activities, within the value of their contributions.

For companies, the minimum amount of property guaranteeing the interests of their creditors is fixed. If, at the end of the second or any subsequent fiscal year price net assets OOO will be lower authorized capital, the company is obliged to announce the reduction of the latter; if the indicated value becomes less than the minimum determined by law, then the company is subject to liquidation. Thus, the authorized capital forms the lower acceptable limit of the company's net assets, which guarantee the interests of its creditors.

There may be no memorandum of association at all (if the company has one founder), and the charter is mandatory. The authorized capital of an LLC, which consists of the value of the contributions of its participants, must, in accordance with the Law of the Russian Federation "On Limited Liability Companies", be at least 100 times the minimum wage. By the time of registration, the authorized capital must be paid at least half, the remaining part is payable during the first year of the company's operation.

The supreme body of an LLC is the general meeting of its participants (in addition, an executive body is created to carry out day-to-day management of activities). The following issues fall within its exclusive competence of the Civil Code of the Russian Federation:

Amending the charter, including changing the size of the authorized capital;

Formation of executive bodies and early termination of their powers:

Approval of annual reports and balance sheets, distribution of profits and losses;

Election of the Audit Commission;

Reorganization and liquidation of the company.

A member of an LLC may sell his share (or part thereof) to one or more members. It is also possible to alienate a share or part of it to third parties, unless this is prohibited by the charter. Participants of this company have a pre-emptive right to purchase (as a rule, in proportion to the size of their shares) and can exercise it within 1 month (or another period established by the participants). If the participants refuse to acquire a share, and the charter prohibits its sale to third parties, then the company is obliged to pay the participant its value or give him property corresponding to its value. In the latter case, the company must then either sell this share (to participants or third parties) or reduce its authorized capital.

A participant has the right to leave the company at any time, regardless of the consent of other participants. At the same time, he is paid the cost of a part of the property corresponding to his share in the authorized capital. Shares in the charter capital of an LLC may be transferred by way of inheritance or succession.

The reorganization or liquidation of an LLC is carried out either by a decision of its participants (unanimously), or by a court decision in case of violation by the company of the requirements of the law, or as a result of bankruptcy.

Companies with additional liability. Participants in an additional liability company are liable with all their property.

joint-stock companies. A joint-stock company is such a company, the authorized capital of which is divided into a certain number of shares, and its participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares.

Open JSC a company is recognized, the participants of which can alienate their shares without the consent of other shareholders. AT closed JSC there is no such possibility and the shares are distributed among its founders or other predetermined circle of persons.

The instrument for ensuring property guarantees in relations with JSCs is the authorized capital. It is made up of the nominal value of the shares acquired by the participants, and determines the minimum size of the property of the joint-stock company, which guarantees the interests of its creditors. If at the end of any financial year, starting from the second, the value of the net assets of the JSC turns out to be less than the authorized capital, the latter must be reduced by the appropriate amount. At the same time, if the specified value becomes less than the minimum allowable amount of the authorized capital, such a company is subject to liquidation.

A contribution to the property of a joint-stock company can be money, securities, other things or property rights, or other rights having a monetary value. At the same time, in cases provided for by law, the assessment of participants' contributions is subject to independent expert verification. The minimum authorized capital of a JSC is 1,000 times the minimum monthly wage (as of the date of submission of constituent documents for registration).

JSCs can only issue registered shares.

Board of Directors ( supervisory board) is created in joint-stock companies with more than 50 participants. In joint-stock companies with a smaller number, such a body is created at the discretion of shareholders. The Board of Directors has not only control, but also administrative functions, being the supreme body of the company in the period between general meetings of shareholders. Its competence includes the solution of all issues of JSC activity, except for those that are referred to the exclusive competence of the general meeting.

3. Production cooperative .

A production cooperative is a voluntary association of citizens on the basis of membership for joint economic activity based on their personal participation and the association of property shares.

The property transferred as shares becomes the property of the cooperative, and part of it can form indivisible funds - after that, the assets can decrease or increase without being reflected in the charter and without notifying creditors. Naturally, such uncertainty (for the latter) is compensated by the subsidiary liability of the members of the cooperative for its obligations, the amount and conditions of which should be established by law and the charter.

Of the features of management in a production cooperative, it is worth noting the principle of voting at the general meeting of participants, which is the highest governing body: each participant has one vote, regardless of any circumstances. The executive bodies are the board or the chairman, or both together; with more than 50 participants, a supervisory board can be created to control the activities of the executive bodies. Issues within the exclusive competence of the general meeting include, in particular, the distribution of profits and losses of the cooperative. Profit is distributed among its members in accordance with their labor participation in exactly the same way as property in the event of its liquidation, remaining after the satisfaction of creditors' claims (this procedure may be changed by law and the charter).

A member of a cooperative may at any time leave it voluntarily; at the same time, it is possible to exclude a participant by a decision of the general meeting. The former participant has the right to receive, after the approval of the annual balance sheet, the value of his share or the property corresponding to the share. The transfer of a share is allowed to third parties only with the consent of the cooperative, and other members of the cooperative have in this case the pre-emptive right to purchase; the organization in case of refusal of other participants from the purchase (with a ban on its sale to third parties) is not obliged to redeem this share itself. Similarly to the procedure established for an LLC, the issue of share inheritance is also resolved. The procedure for foreclosing a share of a participant for his own debts - such foreclosure is allowed only if there is a shortage of other property of this participant, however, it cannot be levied on indivisible funds.

The liquidation of the cooperative is carried out on traditional grounds: the decision of the general meeting or the decision of the court, including due to bankruptcy.

The initial contribution of a cooperative member is set at 10% of its share contribution, the rest is paid in accordance with the charter, and in case of bankruptcy, limited or unlimited additional payments may be required (also in accordance with the charter).

Cooperatives may carry out entrepreneurial activity only insofar as it serves the achievement of the goals for which they were created and corresponds to these goals.

4. State and municipal UE.

to state and municipal unitary enterprises(UE) include enterprises that are not endowed with the right of ownership of the property assigned to them by the owner. This property is located in the state (federal or subjects of the federation) or municipal property and is indivisible. There are two types of unitary enterprises:

1) based on the right of economic management (they have wider economic independence, in many respects they act as ordinary commodity producers, and the owner of the property, as a rule, is not liable for the obligations of such an enterprise);

2) based on law operational management(state enterprises); In many ways, they resemble enterprises in a planned economy, the state bears subsidiary responsibility for their obligations if their property is insufficient.

The charter of a unitary enterprise is approved by the authorized state (municipal) body and contains:

· the name of the enterprise with an indication of the owner (for a state enterprise - with an indication that it is a state enterprise) and location;

the procedure for managing activities, the subject and goals of activities;
the size of the statutory fund, the procedure and sources of its formation.

The authorized capital of a unitary enterprise is fully paid by the owner before state registration. The size of the authorized capital is not less than 1000 minimum monthly wages as of the date of submission of documents for registration. If the value of net assets at the end of the financial year is less than the size of the statutory fund, then the authorized body is obliged to reduce the statutory fund, about which the enterprise notifies creditors. unitary enterprise can create subsidiaries of the UE by transferring part of the property to them for economic management.

Types of organizational and legal forms of organizations represent a classification of business entities in modern conditions. The main feature of this classification is the division of economic entities in accordance with the organizational and legal form of companies.

The types of organizational and legal forms of organizations are regulated by the Civil Code of the Russian Federation (CC RF), which introduced the concepts of "commercial organization" and "non-profit organization".

Types of organizational and legal forms of organizations

In accordance with the nature of the activities of enterprises, the types of organizational and legal forms of organizations include:

commercial enterprises,
Non-commercial enterprises,
Organizations without forming a legal entity;
state (municipal) organization;
state (unitary) enterprise.

Currently, there are the following types of organizational and legal forms of organizations that carry out commercial activity Keywords: company, partnership, joint-stock company, unitary enterprises.

In addition, there is a category that includes production cooperatives. In the field of non-profit organizations, one can distinguish consumer cooperative, public organizations(movements, associations), fund (non-commercial partnership), partnerships (horticultural, dacha, homeowners), association (union), non-profit companies of an autonomous type.

For enterprises that do not form a legal entity, the following types of organizational and legal forms of organizations may be provided: mutual investment funds, simple partnership, branch (representative office), individual entrepreneur, farm (peasant) economy.

Shape selection

The types of organizational and legal forms of organizations, in addition to the nature of the main activity, are also influenced by some other factors, among which may be organizational, technical, economic and social.

In accordance with organizational and technical factors, the types of organizational and legal forms of organizations are determined based on the number of founders, their characteristics, the area of commercial activity, the nature and novelty of the products produced. When taking into account the social and economic factors, the amount of start-up capital and the personal characteristics of the entrepreneur and his team are taken into account.

Also, the types of organizational and legal forms of organizations may be limited by the current legislation. For example, commercial organizations with the status of a legal entity can only be created in the form of a partnership of any type, a company (open or closed, with limited liability).

Types of organizational and legal forms of commercial organizations

Types of organizational and legal forms of organizations of a commercial nature can also be classified into several types:

A business partnership, divided into full and based on faith, the difference between which lies in the degree of responsibility of the participants (partners). In a full society, partners in obligations are liable with all their property, but in a society based on faith, they are liable in accordance with the amount of their contributions.
Economic company (LLC), joint-stock company (JSC). The capital of an LLC includes the contributions of the participants and is divided into shares; in a JSC, the capital is divided into the corresponding number of shares.
A production cooperative is a voluntary association of members (citizens), it is based on membership and share contributions, as well as on the personal labor of the participants.
Economic partnerships are very rare, almost never mentioned in the Civil Code. Such enterprises are regulated by a separate law.
Peasant farms are an association for the purpose of conducting agriculture, based on the personal participation of citizens in business and their property contributions.

Examples of problem solving

EXAMPLE 1

Exercise

Types of organizational and legal forms of organizations without forming a legal entity include:

1) Joint stock company,

Russian enterprises can operate in various legal forms. The choice of any of them is predetermined by a variety of factors: the desired method of calculating taxes or, for example, the scale of the business and the need to raise additional capital. What are the specifics of legal forms of business in the Russian Federation? What varieties are they?

The essence of the legal form

Subjects of legal relations in the Russian Federation may have different statuses and legal forms. This is important for the correct delimitation of the specifics of their activities, as well as the application of optimal tax regimes in relation to the income generated (if we are talking about the commercial sphere). The concept of legal form also reflects aspects of the organization's legal liability for arising obligations.

In the general case, conducting commercial activities in the Russian Federation involves the state registration of an enterprise within the framework of one of the statuses provided for by law. A fixed legal form of business is a significant factor for banks making a decision on issuing a loan to an enterprise. Similarly, an investor or a potential major partner may pay attention to this.

Varieties of legal forms

In Russia, the legal form of entrepreneurial activity can be represented as one of the following main statuses:

individual entrepreneur;
limited liability company (LLC);
joint-stock company (JSC);
public JSC;
partnership (full, limited);
production or consumer cooperative;
peasant economy.

Also, in some cases, it is permissible to conduct business in the status of an individual. However, this is generally less beneficial in terms of taxation. Actually, the amount of taxes is one of the factors in choosing one or another form of business. The main legal forms that we have listed above allow, in some cases, to take advantage of significant tax preferences.

It can also be noted that state institutions and non-profit organizations in the status of legal entities. A state-legal form is possible in which the organization conducts commercial activities. For example, it may be the format of unitary enterprises.

But the range of possible activities in the field of business, open to government agencies and non-profit institutions, is often quite narrow. In addition, no special preferences in the field of calculation and payment of taxes have been established for such organizations. Therefore, the choice of the optimal form legal activity is the most important task for an entrepreneur. Moreover, there are plenty to choose from. Consider the specifics of each of the above statuses in more detail.

IP: features

The main legal provisions for individual entrepreneurs are present in the 23rd chapter of the Civil Code of the Russian Federation. It says that Russian citizens have the right to do business without being a legal entity. True, for this you need to go to in due course state registration. But the corresponding procedure for sole proprietorships will probably look the simplest if we take other types of legal forms of business for comparison. In order to register as an entrepreneur, a citizen needs to collect quite a few documents and pay a small state fee. The authorized capital is not needed, as well as any other constituent documents. A current account, a seal - attributes characteristic of legal entities - are optional for individual entrepreneurs (although in practice they are often necessary). Reporting to the tax and other structures is minimal. Preferential taxation regimes, an entrepreneur, as a commercial entity, can choose almost the same ones that are established for legal entities, i.e. STS, UTII.

This legal form of doing business does not classify the enterprise as a legal entity. In this regard, the IP is responsible for all its obligations as an individual, that is, in full. What unites individual entrepreneurs with legal entities? First of all, the right to hire workers, the obligation to draw up work books for them. Also, entrepreneurs can invite contractors under civil law contracts. The considered legal form of doing business assumes that the citizen will own the business solely. It is impossible to give or donate a company (its share) in the status of an individual entrepreneur.

One of the disadvantages of the status we are considering is that the entrepreneur needs to pay contributions to the PFR, FSS and MHIF for himself, regardless of whether he has income. However, if they are in sufficient quantities, then the corresponding obligations will not be onerous, since contributions to the funds can be credited as part of the tax under some taxation systems. Even if an entrepreneur is employed somewhere, and the percentage required by law is transferred from his salary to the Pension Fund, the Social Insurance Fund and the Compulsory Health Insurance Fund, then he, one way or another, must fulfill the obligations to pay the appropriate fees for himself. At the same time, the amount of payments to the relevant funds may change every year, as shown by the Russian legislative practice. The importance of this factor varies greatly from one enterprise to another. For some firms, such volatility of norms is not critical, for others it plays important role in terms of profitability. But for start-up entrepreneurs, of course, such payments can be a bit of a burden.

Partnerships

Partnerships, along with business companies, are legal forms of legal entities designed to give a correct legal status entrepreneurs operating in the appropriate trust mode. Business is conducted on behalf of the partnership, responsibility for arising obligations rests with the founders of the organization.

This legal form is classified under two varieties. The first is a general partnership. This type of organization assumes that none of its participants has the right to make transactions on their own behalf that are within the competence of the company without coordinating actions with colleagues. The corresponding powers of a partner are determined by a power of attorney. Responsibility for the possible obligations of the company is assumed to be joint and several. The creditor can recover the debt both from the organization and from each of its founders.

The second legal form within the category under consideration is a limited partnership. It assumes that the commercial structure will also include contributors, or limited partners. They are also liable for the arising obligations of the company, but only within the limits of their contributions. Also, limited partners are not entitled to participate in making key business decisions.

Partnerships are established on the basis of an agreement signed by all its participants. This document must comply with the provisions of Articles 70 and 83 of the Civil Code of the Russian Federation. In particular, it is necessary to fix the amount and nature of the share capital, the shares of participants, the size and conditions for deposits in the agreement, to prescribe the responsibility of the founders for refusing to make payments, etc.

The considered legal form of organization is characterized, first of all, by a very high level responsibility of participants for possible obligations to creditors and other persons. In practice, business in this format is mainly run by people who can work in an atmosphere of complete mutual trust, for example, members of the same family.

LLC specifics

One of the most popular legal forms of doing business in the Russian Federation is a limited liability company. Involves the establishment of an organization through a contract. It is also necessary to create the charter of the LLC. In this case, the owner of the company can be one person. LLC is a full-fledged legal entity. Its distinctive specificity is as follows: responsibility for arising obligations is not assigned to the founders, but only to the assets of the company.

To establish an LLC, an authorized capital is also needed - at least 10 thousand rubles. As a rule, it is required to open a current account, issue a seal. Tax reporting here it is somewhat more complicated than for IP. An LLC must have no more than 50 co-founders. If more of them are expected, it will be necessary to register a joint-stock company, or a production cooperative. The legislation of the Russian Federation provides for mechanisms for the transfer of shares in an LLC, the withdrawal of participants from the organization, the sale of enterprises in the appropriate status.

Joint stock companies

If the business, according to various criteria, does not fit the status of an individual entrepreneur, partnership or LLC, or objectively has a significant scale, then the entrepreneur can pay attention to such legal forms of enterprises as a joint-stock company (JSC), as well as a public JSC. What are their specifics?

JSC, as well as LLC, have an authorized capital. However, it is expressed not in the form of shares, but in the form of shares. If they are issued by open subscription, a special legal form arises - PJSC (public joint stock company). It can be noted that joint-stock companies are called in this way in many developed countries. Also, this legal form of organization can bear a similar name if it prescribes the appropriate status in the constituent documents. Lawyers recommend that the founders of joint-stock companies fix it if a subsequent issue of subscriptions for shares is planned.

It can be noted that “ordinary” and “non-public” JSCs appeared recently - after the introduction of amendments to the Civil Code of the Russian Federation in 2014. Prior to this, the relevant structures were referred to as CJSC (a kind of analogue of a "non-public" company) and OJSC (a prototype of a "regular" JSC). It can also be noted that in the process of reforming civil legislation, some unification of the status of LLC and JSC was carried out, in the sense that such a type of constituent document as the Charter became uniform for both types of companies, drawn up according to a common scheme.

Just as in the case of an LLC, the shareholders of a joint-stock company are not personally liable for arising obligations to the organization: certain penalties are possible only from assets in the form of securities.

Production cooperatives

These legal forms of enterprises can also be called artels. They are a voluntary association of entrepreneurs with the aim of joint management business in the field of production, processing, sales of products, provision of services, performance of work, conduct of trade, etc. Personal labor participation founders of the cooperative, as well as the transfer of share contributions by them. Entrepreneurs operating under this legal form bear additional responsibility for arising obligations in accordance with the provisions of the law and the charter of the organization. The minimum number of cooperative members is 5 people. The property owned by the organization is divided within the framework of shares, as well as in accordance with the charter, which is considered the main founding document.

The considered legal form of business is quite common in agriculture. At the same time, many farmers prefer to conduct joint activities in the form of other forms of cooperation. Consider one of the most common.

Peasant economy

The Civil Code of the Russian Federation provides for such a form of joint activity as a peasant (or farm) economy. Its main feature is that the property is jointly owned by the organization. Also, a farmer cannot be part of more than one farm at the same time. The considered legal form of joint activity of citizens involves the creation of a legal entity. Members of the organization bear subsidiary liability for arising obligations.

Aspects of registration

Most of the types of organizational and legal forms of business we have considered require state registration as a legal entity. This procedure is carried out at the place of registration of the relevant executive authority - the territorial department of the Federal Tax Service or other authorized agency, if for some reason the tax service is not present in the region of doing business.

The most important criterion for the implementation of state registration of a business is the availability of authorized (for LLC, JSC), cumulative (for partnerships) capital, as well as mutual funds (for cooperatives). These investments form the initial property of the organization.

As for the authorized capital for LLC and JSC, it consists of the value of the company's shares (or shares). This value may be nominal, that is, the actual net assets of the firm may be higher. Many entrepreneurs prefer to form the authorized capital within the minimum values established by law, for example, for an LLC it is 10 thousand rubles. following this rule, firstly, it reduces the initial financial burden on the founders, and secondly, it makes it possible to somewhat simplify the procedure for evaluating deposits. The amount of authorized capital for Russian companies to be determined in the national currency of the Russian Federation - rubles. When doing business in the form of an LLC or JSC, it is the authorized capital that is the most important criterion in terms of payment guarantees determined by a possible creditor for the company.

Formation of the authorized capital

As a contribution to the authorized capital, which is required by such legal forms of enterprises as LLC and JSC, cash, securities or natural property can be used. Also, the elements of the original property of the company can be, for example, property rights that have financial assessment. As for the authorized capital in forms alternative to cash, its formation is approved at the meeting of the founders of the economic society.

Participants of an LLC or JSC must have time to contribute their part of the authorized capital within the period specified at the level of the memorandum of association, but no later than one year after the state registration of the company. In any case, the founder cannot be released from the obligation to contribute his part of the funds or property to the authorized capital of the organization being created.

It can be noted that the initial property in partnerships, unlike business companies, can be of any size. The legislation does not include provisions that would determine the minimum amount of relevant assets in such organizations. This is quite logical: this legal form of business assumes that participants bear personal obligations. Accordingly, any penalties may be levied not only at the expense of the contributed capital.

When creating a company, each entrepreneur must decide on its legal form in accordance with the Civil Code of the Russian Federation. The simplest organizational and legal form of entrepreneurial activity is PBOYuL (entrepreneur without forming a legal entity).

On the basis of Article 23 of the Civil Code of the Russian Federation, citizens have the right to carry out entrepreneurial activities without forming a legal entity. This authority comes into force from the moment of state registration of a citizen as an individual entrepreneur.

For this type of entrepreneurial activity of citizens, the rules and requirements (specified in the Civil Code of the Russian Federation) governing the activities of legal entities - commercial organizations are applied, unless otherwise specifically stipulated by other legal acts.

Accordingly, in the service sector and the consumer market, an individual entrepreneur is individual acting on equal terms with legal entities.

An individual entrepreneur (PBOYuL) has the right to:

opening your current account in a banking institution;
your trademark;
conclusion of transactions and signing of economic contracts;
obtaining a bank loan;
self-payment of taxes;
on property disputes with legal entities to be a plaintiff and a defendant in court (including arbitration);
the use of hired labor of other citizens on the basis of a work contract, etc.

The benefits of sole proprietorship include:

very simplified and short procedure, both registration and liquidation;
the income tax rate is much lower than that of legal entities;
simplified procedure for reporting and accounting;
individual entrepreneurs are not registered with the State Statistics Committee.

For the initial stage of organizing a new business, PBOYuL is the most suitable form. In case of successful activity, an individual entrepreneur will be able to acquire the necessary capital and experience to move to more big business, with the formation of a legal entity.

The determining factors for choosing a suitable legal form are the volumes and directions of business, the number of co-founders (players) and the company's activities in a market economy. Legislatively, legal entities are divided into non-profit and commercial organizations. Only those organizations whose main goal is to make a profit can receive the status of a small enterprise.

Commercial organizations, in turn, can be created in various organizational and legal forms, in particular: as business partnerships, as business companies, as production cooperatives (artels). Since the state's share in statutory fund small enterprises cannot be more than 25%, they cannot be created in the form of municipal and state enterprises, for which the share of the state is equal to 100%.

Organizational and legal form. Business partnerships

Business partnerships and business companies are all commercial organizations with a constituent authorized capital divided into shares (contributions).

The authorized capital is designed to guarantee ongoing operations (transactions) and is the basis of economic activity. The size of the authorized capital is specified in the company's charter. A business partnership can be created in the form of a general partnership and a limited partnership (partnership in faith).

A business company can be formed as a joint-stock company (open or closed), or as a limited liability company.

Organizational and legal form. General partnership

This is such a partnership, each participant of which bears joint and several and unlimited liability for the affairs of the partnership. General partnerships are created and operate on the basis of a founding agreement to be signed by all its participants.

A person can be a participant in only one general partnership. For the obligations of the partnership, its participants bear full responsibility. The partnership is managed by a majority of votes or by common agreement, and each of the participants has one vote (unless otherwise specified by the memorandum of association).

Each of the participants in such a partnership has the right to act on behalf of the partnership (unless otherwise stipulated in the memorandum of association).

At the time of registration of a general partnership, each of its participants must contribute at least 50% of their contribution. The results of financial and economic activities are distributed depending on the share of contributed capital.

With this form of organization, its name must contain the words "general partnership" and the names of the participants, or one name and the prefix "& Co" plus "general partnership".

Organizational and legal form. Limited partnership (on faith)

In such a partnership, in addition to the active participants (general partners) who are liable with their property, there are associated participants (one or more), the so-called "commandists", who are liable only within the framework of their contribution and do not take part in entrepreneurial activities.

Limited partnerships include the rule of general partnerships and only general partners participate in management. The limited partner (contributor) has the right to receive profit (in proportion to the share), get acquainted with the balance sheets and annual reports, at the end of the financial year, withdraw from the partnership, having received his contribution in the manner prescribed by the memorandum of association, transfer his share to third parties or other investors. In the event of liquidation (bankruptcy) of a limited partnership, after satisfaction of creditors, such investors have the priority right to return their deposits.

Organizational and legal form. Joint Stock Company (JSC)

This is a type of company whose authorized capital is divided into a certain number of shares. The responsibility of shareholders for the obligations of the company is not provided, they do not bear the risk of losses on their shares. When a member of a JSC can alienate its shares, and the consent of other shareholders is not required for this, this is an JSC (open joint stock company). JSC must annually publish the annual balance sheet, income statement. If the shares are distributed only among a certain circle of persons, such a joint-stock company is of a closed nature (CJSC). The number of participants is clearly limited by law (no more than 50 participants).

Organizational and legal form. LLC or Limited Liability Company

The most common form of enterprise for small businesses, both in domestic and foreign practice, is an LLC - a limited liability company. This form of organization is designed primarily for small businesses, since the minimum allowable amount of the authorized capital here is small and amounts to at least one hundred minimum wages per month. The maximum number of participants is also 50. LLCs with more than 50 members can be reorganized into a JSC or a cooperative. Information on the composition of participants is reflected in the memorandum of association and is open to other persons.

The constituent documents of an LLC include: the charter and the memorandum of association. In essence, they differ, and the charter is wider than the contract. When there are inconsistencies in the provisions of the statute and the contract, the statute takes precedence. When there is an increase in the authorized capital, it is fixed only in the constituent documents. The amount of the increase in the authorized capital is not taxable. It is possible for the parent company to transfer funds and other property to the subsidiary as a tax-free contribution, either from the transferor or the recipient. The number of votes of each participant is determined in proportion to its share in the authorized capital.

Each participant can be assigned maximum size shares, which cannot be exceeded when buying and selling. In the event that a participant sells his share, the total composition of participants does not change. Unless otherwise stipulated in the charter, it is possible to transfer your share in favor of third parties.

The company itself does not have the right to acquire shares in its authorized capital (this is provided for in the joint-stock company), except for the following cases:

when the charter of the LLC prohibits the assignment of shares to third parties;
when there is no consent of the LLC participants to the assignment to third parties.

By agreement of the participant, his share can be paid in kind, and this payment must be made within a year from the date of transfer of the share to the company. Participants have the right to leave the society at any time convenient for them.

From the date of filing an application for withdrawal by a member of an LLC, his share passes to the company, and the company, in turn, undertakes to reimburse him for its actual value. The law does not provide for the settlement of debt obligations and promissory notes. The owners of the LLC determine the procedure for the redistribution of profits. The company has the right to distribute profits between its participants once a quarter, half a year, or once a year. Shares of the authorized capital in an LLC are subject to inheritance, however, the charter may determine that an heir can become a member of an LLC only with the consent of the other founders.

This is also the case in the event of liquidation of legal entities-participants of an LLC (their share is transferred to the assets of the remaining participants of the LLC). Decisions on amendments to the memorandum of association, on registration/liquidation are taken only unanimously at the general meeting of participants. The general meeting of participants is the supreme governing body of the LLC. If necessary, a board of directors is created. Direct management is carried out executive body(president, CEO). An audit committee must be created. The functions of the auditor may be assigned to independent auditors.

Organizational and legal form. Production cooperative

For class entrepreneurial activity entrepreneurs can unite in production cooperatives, which are also commercial organizations and operate under the statute.

The corporate name of such cooperatives contains the words "artel" or "production cooperative". The number of participants should not be less than five people.

Members of a joint-stock company conclude among themselves memorandum of association, after which they approve the charter of the joint-stock company, which is the main constituent document. The formation of the authorized capital is based on the calculation of the nominal value of the shares and determines the minimum value of the JSC's property, which ensures the interests of its creditors. The amount of net assets at the end of the next financial year should not be less than the authorized capital.

An increase in the authorized capital can be made by issuing (emission) of new securities of JSC - shares, or by increasing the nominal value of issued shares. The share of preferred shares in the total authorized capital should not exceed 25%. Preferred shares include securities that have a fixed dividend, securities whose owners enjoy privileges in contrast to the owners of ordinary shares.

These privileges find expression:

in receiving a much larger part of the JSC's property during its liquidation;
in receiving dividends of a fixed amount (or not less than the agreed amount);
in the redemption of these shares by their issuer on preferential terms.

However, the holders of such shares, as a rule, do not have the right to vote on general meetings shareholders.

When filling out various forms / documents in financial institutions and other structures, it is often necessary to indicate the legal form of the organization in which a person works, studies, etc. Such information is required to be presented when making a payment for services, and when applying for a loan, and in other situations. Therefore, further we will consider in detail what the organizational and legal form is, what it is and how to write it down correctly in documents.

Deciphering the concept

The organizational and legal form of a company, institution, firm, etc. (hereinafter referred to as OPF) is a legal form within which the process of creating a business entity and its further functioning is carried out. It also determines the type of ownership and operation of the assets at its disposal (including property, cash).

In Russia, the name of each enterprise, institution, firm, organization and other entities begins with an abbreviation, behind which the wording of the legal form is hidden. This element is a mandatory attribute of the official name of each economic entity of the Russian Federation.

Typology of organizational forms of Russian organizations

Jur. Individuals may belong to one of the following groups:

Commercial group. Such organizations are created to obtain material benefits from the business and its development.
Group. These organizations do not pursue the goal of making a profit, they usually represent the interests of society, solving charitable, socio-cultural, scientific, educational and managerial tasks.

OPF of business entities that pursue commercial goals:

Name	Subspecies	Abbreviated common designation
Companies can be:	with limited liability	OOO
	non-public stock	NAO
	public stock	PAO
Partnerships can be	complete	Fri
Partnerships can be	limited (on faith)	TV
to produce something	PC
Peasant/farmer households	KFH
Business partnerships	HP
Unitary companies on the right of economic management can be:	federal state unitary companies	FSUE
	state unitary companies (indicating the name of the subject of the Federation)	State unitary enterprise "mark on the subject of the Federation"
	municipal unitary companies	MUP
Unitary companies on the right of operational management can be:	federal government companies	FKP
	state-owned companies (indicating the name of the subject of the Federation)	CPS "mark on the subject of the Federation"
	municipal government companies	ITUC

The most common OPF of business entities that do not pursue a commercial goal as the main one:

Name	Abbreviation (abbreviation)
consumer type cooperative	PC
Social movement	OD
Political Party	PP
Foundation/public type foundation	Fund/OF
Institution/institution of public type	Uch / Ouch
State corporation	GC
Non-Profit Partnership	NP
Autonomous non-profit company	ANO
Community	Community
Association	AC
Union	Union
Association of Peasants'/Farmers' Organizations	ASKFH
Territorial organization of the trade union	TOProf
Association of homeowners	HOA
Association of gardeners	ST

OPF for business entities without opening a legal entity. faces:

Samples of OPF of various types of state institutions:

State. budgetary institution of the XXX region (GBU XXX region);
State. budgetary institution of the settlement of XXX (GBU of the city of XXX);
State. budgetary institution (GBU);
Federal State uchr-e (FGU);
Regional state uchr-e (OSU);
Federal State budgetary institution (FGBU);
State/Municipal state institution (G / M KU);
Federal State autonomous educational institution higher education(FGAOUVO);
State. educational institution of higher / secondary education (GOUV (S) O);
Municipality preschool educational institution (MDOU);
State. military educational institution of higher education vocational education(GVOUVPO);
Federal State health protection institution (FGUZ);
Municipality institution of health protection (MUZ);
State. budgetary institution of arts/culture XXX reg. (GBUK XXX.reg.);
State. Art/Culture Institution of XXX Settlement (GUK XXX);
etc.

For example, when applying for a loan at Sberbank, the full name is indicated - “Public Joint Stock Company Sberbank of the Russian Federation”. In an abbreviated version, you need to write as follows - "PJSC Sberbank". Until August 2015, the financial and credit institution was an OJSC (Open joint stock company). The change in the OPF was caused by a change in domestic legislation and the abolition of the OJSC / CJSC form, and the introduction - PJSC / NAO.

How to write an organizational form in Sberbank

To obtain borrowed funds from Sberbank, a client of a financial and credit institution will need to fill out a special questionnaire. In it, a person must indicate not only his personal data, but also write where he works, what position he holds, what assets he has (in particular: real estate, vehicles), etc. When filling in the line about the place labor activity, you must specify the legal form of the company / institution.

An example of how to fill out a questionnaire at Sberbank to receive borrowed funds

In the submitted sample, the applicant for a loan must fill in the line with the name "Name of the organization, including the organizational form." Since he works for ZARYAD Limited Liability Company, “LLC” is entered in an empty cell (this is legal form) and "CHARGE" (this is an individual name).

How to fill out an application for a loan at Sberbank is shown in the illustration:

If the client of the bank worked at the Petrovsky State University of Physics and Technology, then in the column it would be necessary to write: FGBOU VO PPGTU. In this case, "FGBOU VO" is the OPF, which, as the "Federal State Budgetary educational institution higher education". "PGFTU" is the abbreviated name of the educational institution.

Here are some more examples:

How to find the exact name of an organization

In order to be sure of the correct spelling of the name of the place of work and its organizational form, can:

contact an employee of the personnel department and ask how it will be correct to write the name of the company;
look in the employment contract / certificate / pass;
found on the official website of the company/institution (in the section "About the company", "Contact information", etc.).

Filling rules

The execution of the document should be started only after the exact information for filling it out is known. Regardless of what kind of form is being prepared (whether it is a questionnaire for obtaining a library card or a bank loan), the abbreviation of the OPF of the company / institution is indicated first, then a space is made and the name of the economic entity is written.

For the convenience of entering information, the input line is often divided into cells. This is done so that you can see where there is a gap between words, and so that each letter is located in its own box. This reduces the risk that, when processing the questionnaire, the specialist will not be able to parse its contents (identify the organization) due to the incomprehensible handwriting of the person filling it out.

The example clearly shows that each letter is in its own cell. OPF is separated from an empty cell.

In some cases, the ability to write OPF may be required

The most common situations:

filling out a questionnaire in a medical institution;
filling out a questionnaire when placing a child in a school / preschool educational institution, etc.;
for obtaining a consumer loan or for business development;
when applying for insurance;
when processing payment orders;
at the conclusion of contracts for the supply / sale, etc.

In contact with

Organizational and legal forms of municipal enterprises and institutions. Organizational and legal form