Organizational and legal forms of enterprises are their main features. Opf decoding

Organizational and legal form is a form of organization entrepreneurial activity legally secured. It defines liability for obligations, the right to deal on behalf of the enterprise, the management structure and other features. economic activity 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 entrepreneurship without education legal entity, seven types of commercial organizations and seven types non-profit organizations.

Let's take a closer look at organizational legal forms 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 full partnership, an intermediate form between a full partnership and a company with limited liability. It consists of two categories of participants:

• general partners carry out entrepreneurial activities on behalf of the partnership and bear full and joint liability for obligations with all their property;
• contributors 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 exceed 50.

Additional Liability Company (ALC) - a type of LLC, therefore, 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) - a commercial organization, the authorized capital of 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 (OJSC) - 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. The Russian Federation is liable for the obligations of a state-owned enterprise.

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, 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; This list, unlike the previous one, is open.

Let's take a closer look 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:

Each of the participants bears equal financial responsibility, regardless of the size of his contribution;

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 founding agreement). 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. At the same time, it is possible to exclude one of the participants in court 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. Finally, it is possible to change the composition of partners by transferring one of the participants (with the consent of the others) of their share in the share capital or part of it to another participant or a third party.

Due to the extremely strong interdependence of a general partnership and its 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 basic principles of formation and functioning here are the same as those of a general partnership: this applies both to the share capital and to the position of general partners. 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. Management procedure as in a full partnership. 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).

The liquidation of a limited partnership occurs on all grounds for the liquidation of a general partnership (but in this case, the preservation of at least one general partner and one contributor in its composition forms a sufficient condition for the continuation of activity). An additional reason is the disposal of all contributors (the possibility of transforming a limited partnership into a full one is allowed).

2. Society.

There are 3 types of companies: limited liability companies, additional liability companies 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.

The authorized capital reflects the fundamental difference between business companies in general and LLCs in particular: for this type of organization, the minimum amount of property is fixed to guarantee the interests of their creditors. If, at the end of the second or any subsequent fiscal year price net assets LLC will be lower than the 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. These two documents have qualitatively different functions: the contract mainly fixes the relationship of the participants, and the charter - the relationship of the organization with the participants and third parties. One of the main tasks of the charter is to fix the authorized capital as a measure of the company's responsibility to third parties.

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 the LLC is general meeting of its members(in addition, an executive body is created to carry out current 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. Basis for acceptance these decisions may be, in particular:

Expiration of the period specified in the constituent documents;

Achieving the goal for which the society was created;

Recognition by the court of the registration of the company as invalid;

Refusal of participants to reduce the authorized capital in case of its incomplete payment during the first year of the company's operation;

A decrease in the value of net assets below the minimum allowable amount of authorized capital at the end of the second or any subsequent year;

Refusal to transform an LLC into a JSC if the number of its participants exceeded the limit established by law and did not decrease to this limit within a year.

Companies with additional liability.

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

joint-stock companies.

Recognizes as a joint-stock company 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 centuries-old history of the development of this institution has developed two main directions for ensuring the rights of JSC partners to the safe conduct of business: property guarantees and constant control over the activities of the JSC administration, based on an appropriate system of procedures and information transparency.

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 may 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. This requirement brings Russian legislation to the rules developed in other countries to combat dishonest practices in the formation of authorized capital.

The minimum authorized capital of a JSC is 1,000 times the minimum monthly wage (as of the date of submission constituent documents for registration).

JSCs can only issue registered shares.

Appearance board of directors in the management system, it pursues the only goal - to protect the interests of the company's participants in the conditions of isolation of the management function. It is the allocation of some of the participants as managers or the appearance of hired managers that can lead to a discrepancy between the direction of the company's activities and the views on this matter of the rest of the participants who do not perform managerial functions. The general meeting is the ideal tool for this respect, but the more participants in a society, the more difficult it is to bring them all together. This contradiction is resolved by creating a special body consisting of shareholders (or their representatives), endowed with all the powers that the general meeting considers necessary not to be included in the competence of the board, but is not able to exercise itself. Such a body, formed in the form of a board of directors or a supervisory board, should be in the structure of any company with a sufficiently large number of participants, regardless of its specific type.

According to , the board of directors ( supervisory board) is created in joint-stock companies, including more than 50 participants; this means that in JSCs with a smaller number of members, such a body is created at the discretion of the shareholders. The Board of Directors has not only control, but also administrative functions, being the 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.

Defined in the Russian Federation as a voluntary association of citizens on the basis of membership for joint economic activities based on their personal participation and the 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 board or 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 can carry out entrepreneurial activities only insofar as it serves the achievement of the goals for which they were created, and corresponding to these goals (public and religious organizations, foundations, non-profit partnerships and autonomous non-profit organizations have the same rights in this regard; institutions have the right to engage in entrepreneurship is not recorded, although there is no direct prohibition).

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 in state (federal or subjects of the federation) or municipal property and is indivisible. There are two types 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 the right of operational management (state-owned 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 authorized capital, then authorized body must reduce statutory fund about which the company notifies creditors. A unitary enterprise may create subsidiaries of the UE by transferring to them a part of the property for economic management.

What is an OPF? Each organization has its own OPF. Civil Code of the Russian Federation and others federal laws it is determined which OPF can have organizations (legal entities) in Russian Federation. Haven't guessed yet? Then we answer what it is:

OPF is defined by law and enshrined in the charter of each company or non-profit organization, its legal form. The literal decoding of the abbreviation OPF is a legal term: legal form. You can read more about what the organizational and legal form means for an organization and what types of organizational and legal forms are for commercial and non-profit organizations in Russia, you can read below, in the paragraph Types of OPF .

Meanwhile, decoding OPF may have another meaning - economic, namely: main production assets. What"main production assets"? In the science "Economics of the enterprise", OPF is means of labor involved in the production process for a long time and retaining their natural form. The main production assets of the enterprise include: buildings, structures and structures, communication and power lines, machines, vehicles and equipment, tools, inventory, etc. (these are the main types of OPF, as the main production assets). Because the OPF in this context - this is an economic concept, and does not affect the main theme of our site - state registration non-profit organizations of various organizational and legal forms, those who are important to get more complete information on the topic of the main production assets of the enterprise, we dare to send to information resource economic topics. :)

verbatim decoding OPF contains no definition what is the legal form. Strange as it may seem, the main current Russian legislation with the Civil Code at the head does not contain it either! The only, rather vague and vague explanation of the concept of OPF is contained in the All-Russian Classifier of Legal Forms OK 028-2012. According to him, " organizational-legal form means a way of securing (forming) and using property by an organization and its legal status and business goals arising from this. "Well, now everything is clear, isn't it? :)

Let's try to give our own, more intelligible definition:

The organizational and legal form (OPF) is abbreviated letter abbreviation or full verbal designation type of organization, which is always located immediately before its own (individual) name, characterizing the commercial or non-commercial orientation of the organization (in some cases reflecting the main purpose of its activities), as well as characterizing the assignment of this organization to one of the regimes for fixing and using property, activities and management procedures provided for by law organization.

Types of OPF

Here we will decipher the OPF of organizations in detail, while we will be guided by the same All-Russian classifier OPF.

The main types of OPF of commercial enterprises and organizations:

IP - individual entrepreneur

LLC - Limited Liability Company

ALC - additional liability company

OJSC - open joint stock company

CJSC - closed joint stock company

PC - production cooperative

KFH - peasant (farm) economy

SUE - state unitary enterprise

The main types of OPF of non-profit organizations (OPF of NPOs):

PC - consumer cooperative

NGO - public organization

OD - social movement

ANO is an autonomous non-profit organization

SNT - horticultural non-profit partnership

DNP - dacha non-profit partnership

HOA - homeowners association

Of course, the whole range of organizational and legal forms is wider. Here we have deciphered the OPF of the most common types. We hope that you liked this article and that you have learned all the information on the topic " decoding OPF". If you want to clarify how the abbreviation of organizational and legal forms that are not present in the above list is deciphered, or you need to find out the OPF code for OKOPF of your organization, please look in the OPF classifier located at the following link:

With regard to the process of state registration of an NPO or a commercial organization, the correct and accurate indication of the full and abbreviated name of the legal form (OPF) when preparing documents - necessary condition for its successful completion.

Sincerely,

staff of the Center for Registration of Non-Commercial Organizations of St. Petersburg and Leningrad Region

Classification of legal entities occurs according to several criteria. According to the goals of their activities, legal entities are divided into: commercial, pursuing profit as the main goal of their activities, and non-commercial, not having the main goal of making profit. If commercial organizations distribute profits among participants in economic companies, partnerships, production cooperatives, etc., then non-profit organizations have the right to carry out entrepreneurial activities, directing the profits received to achieve their statutory goals. This applies to educational, religious and other non-profit organizations created for the purposes reflected in the Charter.

Depending on the organizational and legal form, the founders (participants) have various property rights:

• Organizations on whose property the founders have the right of ownership or other real right: state and municipal unitary enterprises, as well as institutions;
• Organizations in respect of which their participants have rights of obligation: business partnerships and companies, cooperatives.
• Organizations in respect of which their participants do not have property rights: public associations and religious organizations, foundations and associations of legal entities.

Business partnerships and companies can be classified according to what is more important for the participants: the combination of their personal efforts to achieve entrepreneurial goals (partnerships) or the pooling of capital (societies). Along with this, according to the degree of increase in the entrepreneurial risk of participants, business companies and partnerships can line up in the following chain: general partnership, limited partnership, additional liability company, limited liability company, joint-stock company.

Full partnership. A general partnership is a business partnership, the participants of which, in accordance with the founding agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with all their property (clause 1, article 69 of the Civil Code of the Russian Federation).

A limited partnership (limited partnership) differs from a full partnership, primarily in the composition of its participants. Here, along with general partners, there is one or more participants - contributors (limited partners), who bear the risk of losses associated with the activities of the partnership, within the amount of their contributions and do not, unlike general partners, participate in entrepreneurial activities on behalf of partnerships (clause 82 of the Civil Code of the Russian Federation). The term "limited" means - to entrust in storage, to store, which is directly consistent with the very essence of the existence of such an organizational and legal form of a legal entity as a limited partnership, more traditionally referred to in domestic civil law as a limited partnership.

Limited Liability Company. A legal entity whose authorized capital is divided into shares determined by the founding

documents of size, and whose participants bear the risk of losses associated with the activities of such a legal entity, only within the value of their contributions, is recognized as a limited liability company (clause 1, article 87 of the Civil Code of the Russian Federation).

Society with additional liability. The legal provisions relating to the legal status of a limited liability company apply to an additional liability company, with the exceptions provided for in Art. 95 of the Civil Code of the Russian Federation. First of all, it concerns the scope of responsibility of the company's participants. Participants in a company with additional liability jointly and severally bear subsidiary liability for the debts of the company with their own property in the same multiple for all of the value of their contributions.

Joint-stock company. A joint stock company is a commercial organization whose authorized capital is divided into a certain number of equal shares, each of which corresponds to a share ( security giving its owner - shareholder - equal rights); participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses within the value of their shares.

It is allowed to create two types of joint-stock companies - open and closed.

The characteristic features of an open joint stock company are the following. Firstly, the company has the right to place its shares among an unlimited number of persons, i.e. conduct an open subscription to shares issued by him and carry out their free sale. Secondly, shareholders can dispose of their shares without coordinating the alienation with other shareholders and without any restrictions on the personification of buyers. This type of joint-stock company is characterized by the openness of certain information relating to the activities of the company (the obligation to publish annually annual report, balance sheet, profit and loss accounts).

The difference between a closed joint-stock company and an open one lies, first of all, in the fact that its shares are distributed only among a predetermined circle of persons (most often, when a company is established, among its founders), i.e. a closed company is not entitled to conduct an open subscription for its shares. The number of participants in a closed society should not exceed fifty. Shareholders in a closed type of company have a pre-emptive right to purchase shares sold by other shareholders of the company.

Under certain conditions, an open joint stock company may be transformed into a closed joint stock company and vice versa.

Subsidiaries and dependent companies. In the conditions of a steadily functioning market economy, one of the forms of business organization is the creation of a kind of association of legal entities, in which one company exercises control over a whole network of others. commercial firms setting goals and guiding their activities. The result of such economic policy on the part of individual companies is the emergence of holding structures. From a formal point of view, the legal entities included in the holding act as independent participants in civil transactions, but in reality, every significant step of such entities is controlled and agreed with the parent company or, most often, they act on the direct instructions of such a company.

The following conclusion follows from the definition of the concept of “subsidiary” companies: only business companies can act as subsidiary (controlled) legal entities, and both companies and partnerships can act as controlling ones.

Production cooperatives. Production cooperatives are commercial organizations built on the basis of a voluntary association of citizens on the basis of membership. Cooperative members can be individuals who have reached the age of 14. The charter of a cooperative may provide that the members of the cooperative include legal entities. In this case, the legal entity as a member of the cooperative acts through its representative, whose powers are determined by the power of attorney issued by the legal entity.

In its legal essence, a production cooperative is an association of labor and capital, because all members of the cooperative are obliged not only to make a share contribution, but also to participate by their personal labor in the activities of the cooperative. If a member of the cooperative does not participate by his personal labor in its activities, he is obliged to make an additional share contribution, while the number of such members of the cooperative cannot exceed 25% of their total number.

The number of members of a cooperative cannot be less than five.

The distribution of profits among the members of the cooperative is made in accordance with their personal labor and other participation, as well as the size of the share contribution.

State and municipal unitary enterprises. The main distinguishing feature of unitary enterprises is that these legal entities do not become owners of the property assigned to them and do not have their own members (participants). By creating such a legal entity, its founder (public legal entity) transfers his own property to the enterprise, retaining ownership of it, and endowing the newly created entity with only a limited property right. From this follows the definition of the concept of a unitary enterprise.

A unitary enterprise is a legal entity - a commercial organization that has a limited real right to the property assigned to it by the owner, which is the indivisible property of the founder (clause 1 of article 113 of the Civil Code of the Russian Federation).

This category of commercial organizations is created and operates on the basis of state or municipal property, therefore the founders of such an organization are the state or municipality. The legislator gives such a subject of civil legal relations certain powers to the property transferred to him - the right of economic management or operational management (Chapter 19 of the Civil Code of the Russian Federation).

non-profit organizations. Legal entities - non-profit organizations have special legal capacity, the scope of which is determined by the very organizational and legal form and the purpose of creating a legal entity.

consumer cooperative. Relations in the field of creation and activities of consumer cooperatives, in addition to Art. 116 of the Civil Code of the Russian Federation, are regulated by the law of the Russian Federation “On consumer cooperation(consumer societies, their unions) in the Russian Federation No. 3085-1 dated 06/19/92, the federal law "On agricultural cooperation" No. 193-FZ dated 12/08/95, legal acts of the constituent entities of the Russian Federation issued before the entry into force of the Civil Code of the Russian Federation, and by-laws.

Consumer cooperatives on the basis of the purpose of creation can be divided into three groups: 1) consumer societies (purchasing, trading, etc.); 2) agricultural cooperatives; 3) specialized cooperatives (housing, dacha, garage, etc.).

A consumer cooperative is created and operates to meet the material and other needs of its members. A consumer cooperative has the right not only to carry out entrepreneurial activities, but also to distribute the income received from it among its members, which especially distinguishes it from other organizational and legal forms of non-profit organizations.

Members of a consumer cooperative may be citizens over the age of 14 and legal entities.

Public and religious organizations (associations). Public and religious organizations (associations) are recognized as voluntary associations of citizens united on the basis of their common interests to meet spiritual or other non-material needs (clause 1, article 117 of the Civil Code of the Russian Federation).

The subject of regulation of Art. 117 of the Civil Code are those associations that are created in the form of a public organization, a social movement and a body of public amateur performance.

Public organizations are established by at least three citizens, and religious organizations by at least ten.

Public and religious organizations have the right to carry out entrepreneurial activities only to achieve their statutory goals and corresponding to these goals, while the possibility of distributing income between the participants of the organization is excluded. Public organizations must publish annual reports on the use of their property or provide Free access to such information.

Members of a public organization have equal rights in managing the affairs of the organization, i.e. each participant has one vote in making decisions on the activities. The highest body of a public organization is the congress (conference) or general meeting of participants, which elects executive bodies. The executive collegial body is the council, presidium, board, etc., the head of which is the executive sole body.

Funds. The Fund is recognized as a non-profit 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 (clause 1, article 118 of the Civil Code of the Russian Federation).

institutions. An institution is a non-profit organization financed by the owner and created by him to carry out managerial, socio-cultural or other functions of a non-profit nature (clause 1 of article 120 of the Civil Code of the Russian Federation).

The founding document of an institution is, as a rule, a charter adopted by the owner.

The institution is fully or partially financed by the owner by transferring funds, assigning other property to it on the basis of the right of operational management, which implies certain restrictions on the ownership and disposal of such property (Articles 296, 298 of the Civil Code of the Russian Federation). The institution is not entitled to alienate or otherwise dispose of the property assigned to it or acquired at the expense of funds allocated by the owner.

The charter may provide that the institution has the right to engage in income-generating activities.

Associations and unions. An association (union) is an association of legal entities - commercial organizations created for the purpose of coordinating their business activities, representing and protecting common property interests. Non-profit organizations also have the right to form associations (unions), such an association (union) is a non-profit organization.

Simultaneous participation in the association of commercial and non-commercial organizations is not allowed.

What is an OPF? Each organization has its own OPF. The Civil Code of the Russian Federation and other federal laws determine which OPFs can have organizations (legal entities) in the Russian Federation. Haven't guessed yet? Then we answer what it is:

OPF is defined by law and enshrined in the charter of each company or non-profit organization, its legal form. The literal decoding of the abbreviation OPF is a legal term: legal form. You can read more about what the organizational and legal form means for an organization and what types of organizational and legal forms are for commercial and non-profit organizations in Russia, you can read below, in the paragraph Types of OPF.

Meanwhile, decoding OPF may have another meaning - economic, namely: main production assets. What"main production assets"? In the science "Economics of the enterprise", OPF is means of labor involved in the production process for a long time and retaining their natural form.

The main production assets of the enterprise include: buildings, structures and facilities, communication and power lines, machinery, vehicles and equipment, tools, inventory, etc. (these are the main types of OPF, as fixed production assets). Because the OPF in this context, this is an economic concept, and does not affect the main topic of our site - the state registration of non-profit organizations of various organizational and legal forms, those who are important to get more complete information on the topic of the main production assets of the enterprise, we dare to send to the information resource of economic topics. 🙂

verbatim decoding OPF contains no definition what is the legal form. Strange as it may seem, the main current Russian legislation with the Civil Code at the head does not contain it either! The only, rather vague and vague explanation of the concept of OPF is contained in the All-Russian Classifier of Legal Forms OK 028-2012. According to him, " organizational-legal form means a way of securing (forming) and using property by an organization and its legal status and business goals arising from this. "Well, now everything is clear, isn't it? 🙂

Let's try to give our own, more intelligible definition:

The organizational and legal form (OPF) is abbreviated letter abbreviation or full verbal designation of the type of organization, always located immediately before its own (individual) name, characterizing the commercial or non-commercial orientation of the organization (in some cases reflecting the main purpose of its activity), as well as characterizing the assignment of this organization to one of the regimes provided for by law fixing and use of property, activities and procedures for managing the organization.

Types of OPF

Here we will decipher the OPF of organizations in detail, while we will be guided by the same All-Russian OPF classifier.

The main types of OPF of commercial enterprises and organizations:

IP - individual entrepreneur

LLC - limited liability company

ALC - additional liability company

OJSC - open joint stock company

CJSC - closed joint stock company

PC - production cooperative

KFH - peasant (farm) economy

SUE - state unitary enterprise

The main types of OPF of non-profit organizations (OPF of NPOs):

PC - consumer cooperative

NGO - public organization

OD - social movement

ANO is an autonomous non-profit organization

SNT - horticultural non-profit partnership

DNP - dacha non-profit partnership

Homeowners association - homeowners association

Of course, the whole range of organizational and legal forms is wider.

Here we have deciphered the OPF of the most common types. We hope that you liked this article and that you have learned all the information on the topic " decoding OPF". If you want to clarify how the abbreviation of organizational and legal forms that are not present in the above list is deciphered, or you need to find out the OPF code for OKOPF of your organization, please look in the OPF classifier located at the following link:

All-Russian classifier of organizational and legal forms (OK 028-2012)

With regard to the process of state registration of an NPO or a commercial organization, the correct and accurate indication of the full and abbreviated name of the legal form (OPF) when preparing documents is a necessary condition for its successful completion.

Sincerely,

staff of the Center for Registration of Non-Commercial Organizations of St. Petersburg and Leningrad Region

Classification of organizational and legal forms

Types of organizational and legal forms of organizations are 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:

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

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

In the field of non-profit organizations, it is possible to single out a 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, areas commercial activities, 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:

1. 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.

2. 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.
3. 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.
4. Economic partnerships are very rare, almost never mentioned in the Civil Code. Such enterprises are regulated by a separate law.
5. Peasant farms are an association for the purpose of maintaining Agriculture based on the personal participation of citizens in business and their property contributions.

Examples of problem solving

Organizational and legal forms of enterprises

The organizational and legal form of the enterprise fixes the property and the nature of its use, from which it subsequently follows legal status organizations.

Thus, the organizational and legal forms of enterprises determine the legal status and nature of entrepreneurial activity.

In our country, there is a classifier of organizational and legal forms (OKOPF), according to which each form is assigned a digital code.

Classification and types of organizational and legal forms

Depending on the nature of the enterprise, OPF can be divided into:

• commercial organizations (enterprises);
• non-profit organizations;
• organizations without forming a legal entity;
• state and municipal organizations;
• state and unitary enterprises.

On the given time There are four types of organizational and legal forms for enterprises conducting commercial activities:

1. partnerships;
2. society;
3. joint-stock companies;
4. unitary enterprises.

For non-profit organizations:

• consumer cooperatives;
• public associations, movements and organizations;
• foundations and non-profit partnerships;
• partnerships (gardening, country, homeowners);
• associations and unions;
• non-profit autonomous organizations.

For enterprises that do not form a legal entity, the following types of OPF are provided:

• Mutual investment funds - mutual investment funds;
• simple partnerships;
• branches, representative offices;
• individual entrepreneurship;
• farming (peasant) farms.

Criteria for choosing an organizational and legal form

In addition to the nature of the main activity of the enterprise, a number of other factors also influence the choice of organizational and legal form. Among the most significant are:

• organizational and technical;
• social and economic.

In the first case, the choice of form is based on the number of founders and their characteristics, the scope of commercial activity, the nature and novelty of the product being produced, in the second case, the amount of start-up capital and personal characteristics of both the entrepreneur and his team.

In addition, the choice of the form of the enterprise is limited by the current legislation. So, for example, commercial organizations that have the status of a legal entity have the opportunity to be created only in the form of a partnership of any type, a company (limited liability, open, closed type).

The scale of the enterprise is also important. So, for small enterprises of small, medium-sized businesses, it is optimal to make a choice in favor of a closed joint-stock company. In this case, the sale of shares is carried out only within a narrow circle of people, as a rule, the founders of the company. An open type of company implies the possibility of selling shares to a wide range of people. This type of legal form is beneficial for a large-scale enterprise with a wide branch network, for example, large banks in the country.

Also, when choosing a form of enterprise, the size of the authorized capital is also important. So for CJSC it is 100 units of the minimum wage, for OJSC - 1000 units of the minimum wage.