Types of organizational and legal forms of institutions. Types of organizational and legal forms of ownership

Russian enterprises can operate in various legal forms Oh. The choice of any of them is predetermined by the most various factors: the desired way 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

The 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 general, maintaining commercial activities in the Russian Federation assumes state registration enterprises 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 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 can also engage in some types of entrepreneurial activities that are not prohibited. 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 of 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 issue them work books. Also, entrepreneurs can invite contractors for 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 Russian legislative practice shows. The importance of this factor varies greatly from one enterprise to another. For some firms, such volatility of the norms is not critical, for others it plays an 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 is somewhat more complicated than for individual entrepreneurs. 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 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 AOs are referred to 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 for the purpose of jointly doing business in the field of production, processing, sales of products, provision of services, performance of work, trade, etc. The personal labor participation of the founders of the cooperative is expected, 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 constituent document.

The considered legal form of business is quite common in agriculture. However, many farmers prefer to 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 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 that we have considered require state registration as a legal entity. This procedure is carried out at the place of registration of the relevant executive authority - the territorial department of the Federal Tax Service or 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 - the most important criterion in terms of payment guarantees determined by the 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 can be used cash, securities or natural property. Also, the elements of the original property of the company can be, for example, property rights that have a 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.

The organizational and legal form of an enterprise affects its legal status and the nature of property relations. Most often, entrepreneurs choose LLC or IP. However, the law provides for other options.

The concept of OPF, the main features and principles of classification

The organizational and legal form of an enterprise (OPF) is a form fixed by law that defines various types of activities: entrepreneurial, economic, etc. It fixes the property relations of the enterprise, the goals of its activities and the legal status. The main points on the regulation of organizational and legal issues are contained in Chapter 4 of the first part of the Civil Code of the Russian Federation. In addition to the Civil Code, OKOPF, the all-Russian classifier of OPF, participates in the classification of organizations.

To distinguish between types of organizational and legal forms, three basic criteria are distinguished:

1. Goals. When classifying by purpose, two main questions are addressed: does the association pursue profit as a main goal or not.
2. Forms of property management on the balance sheet of the enterprise.
3. Composition, rights and obligations of the founders.

The classification of organizational and legal forms can also be carried out according to the status of a legal entity:

1. There is a legal entity. For example, these are companies in the form of LLC, JSC, other options.
2. Without the status of a legal entity: individual entrepreneur, branch, etc.

According to property relations, companies are classified in accordance with Part 1 of Art. 65.1 of the Civil Code:

1. corporate organizations. Members of the corporation have the right to participate in it and the right to form the highest governing body. Corporations are most of OPF, including non-profit associations.
2. unitary organizations. Participation in the formation of unitary enterprises does not provide the founders with membership in them, without granting any membership rights. Most of this category is made up of MUPs created on the initiative of the municipality or local authorities of the constituent entities of the Russian Federation. A typical image of a unitary enterprise is MUE Vodokanal.

Types of organizational and legal forms of legal entities, their brief description

In Art. 50 of the Civil Code of the Russian Federation, two main types of organizational and legal forms are fixed:

1. Commercial associations. The main purpose of such enterprises is to extract profit from the activities of the company. For example, OAO Gazprom or ZAO Tander.
2. non-profit companies. As the main goal of the Tax Code, activities that are not related to making a profit are fixed. Upon receipt of income, it is distributed to the statutory purposes of the Tax Code. For example, various funds that distribute profits to charitable projects. Entrepreneurial activity is possible in accordance with the stated objectives of the NC.

Most often, the legal form for a new enterprise is chosen for conducting commercial activities - let's take a closer look at what it is. In the Russian Federation, there are 6 types of commercial organizations formed with the creation of a legal entity.

Business partnerships

Business partnerships are commercial associations with an authorized capital divided into shares of participants. Activities are regulated by Art. 66-86 of the Civil Code of the Russian Federation. The property of the partnership belongs to its members on the right of ownership. The volume of rights of each member is calculated in proportion to its share in the authorized capital. The scope of powers is changed according to the provisions of the agreement or the charter.

Articles 69, 82 of the Civil Code of the Russian Federation establish the existence of two types of business partnerships: general partnerships and partnerships based on faith. The main difference is in the degree of responsibility of the participants. In a full partnership, liability extends to all property of the members. In a limited partnership, there is another principle - liability applies only to the contributions of the participants.

Limited liability companies

A limited liability company (LLC) is a business entity, the right to form which has both an individual and a company. The authorized capital is divided among the members of the LLC by shares. Participants are not responsible for the obligations of the LLC, they are liable only within the value of their shares. The bankruptcy of an LLC causes subsidiary liability of the participants. The main issues of regulating the activities of LLCs are enshrined in the Federal Law "On Limited Liability Companies", as well as in Art. 87-94 GK. Until 2014, there were also ALCs in Russia - additional liability companies. For ALCs created before the change in legislation, the rules of Ch. 4 of the Civil Code of the Russian Federation.

Joint stock companies

A joint-stock company is a type of business company that has an authorized capital. It is divided into a specific number of shares. The liability of JSC members is determined by the number of shares held by the member. JSC activities are regulated by the Civil Code of the Russian Federation and the Federal Law “On joint-stock companies».

Since 2014, the type of JSC has changed in Russia. Previously, JSCs were divided into closed and open, since 2014 they have been divided into public and non-public:

1. Public JSCs. The public form of a joint-stock company secures the right of shareholders to transfer their own shares to third parties that are not related to the joint-stock company. For PJSC, it is obligatory to place shares and securities in the public domain. One of the main conditions is an unlimited number of potential shareholders.
2. Non-public AO. Unlike PJSC, non-public shares are distributed among the founders or a certain circle of persons. A non-public joint-stock company is not obliged to publish financial statements in the public domain. Participants in a non-public JSC have a pre-emptive right to purchase JSC shares.

Production cooperatives

A production cooperative is a commercial organization formed by association of citizens. Membership is determined by the personal participation of each member and the pooling of available shares. The participation of legal entities in matters of the cooperative is regulated by the charter. The number of members should not exceed 5 members.

Peasant farms

Peasant (farm) economy (KFH) - an association created by citizens for economic or production activities. The property of the KFH is jointly owned by all members and belongs to them on the basis of ownership. All its members have the right to manage in the KFH. The head of the KFH after passing the state registration of the association is considered an individual entrepreneur. The activities of the KFH are regulated by Art. 86.1 of the Civil Code and the Federal Law "On the peasant (farm) economy."

Business partnerships

A business partnership is a commercial organization formed by several participants. In control economic partnership its members participate, and third parties may also participate. Participation in management matters of third parties is determined by the internal agreement of the partnership.

How to choose the right OPF for your company

Important points for choosing the legal form:

1. Will it be necessary to finance the enterprise by third parties, or investment only at the expense of the owner? If there is a need for outside investment, consider an LLC or one of the forms of JSC.
2. Will the participation of additional specialists (accountant, lawyer, etc.) and hired workers be required? If a minimum of employees and simple reporting are expected, choose an individual entrepreneur.
3. Is it expected to make a profit? If the company does not aim to make a profit from its activities, it is necessary to choose the legal form from non-profit organizations.
4. What is the expected monthly and annual turnover?
5. Are you planning to sell the business? Please note - according to the law, IP cannot be sold. Only the sale of IP property and intellectual property products is possible: logo, slogan, etc.
6. What payment method will be preferable: cash or non-cash?

The most popular commercial legal form is LLC. As of January 1, 2018, 3,240,219 LLCs were officially registered in Russia, while total number Russian commercial organizations amounted to 3,287,615.

For small businesses, most businessmen prefer LLC or IP. IP is easier to create, and the status of an individual entrepreneur makes it possible to avoid complex reporting, providing more freedom in cash flow. Opening an LLC will require authorized capital and a more complicated registration procedure, but the status of an LLC gives more freedom in property relations.

Organizational and legal form is a form of business organization, fixed in a legal way. 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 unincorporated entrepreneurship, seven types of commercial organizations and seven types of non-profit organizations.

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

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

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

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

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

• general partners carry out entrepreneurial 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 ALC is that in case of insufficiency of property this society in order to satisfy the claims of its creditors, the participants in the company may 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) - a 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 otherwise provided 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 respectively in state or municipal ownership 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 of a state body or local government. The property transferred to the unitary enterprise is credited to its balance sheet, and the owner does not have the rights of possession and use in relation to this property.

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

Russian enterprises can operate within a wide range of organizational and legal forms. The legislation of the Russian Federation allows citizens to do business in statuses optimized for the specifics of production, turnover, the number of co-founders and the need for additional funding. What are the features of organizational and legal forms of doing business in Russia? How to choose the best format for doing business?

Classification of organizational and legal forms

Russian entrepreneurs often face the problem of choosing the optimal organizational and legal form of doing business. What options do they typically explore? There are few of them. Organizational and legal forms of activity of enterprises, which are provided for by Russian legislation, may include:

• activities as an individual entrepreneur (IP);
• business in the form of an LLC;
• activities in the format of a joint-stock company;
• joint cooperation in the form of cooperatives, peasant farms, partnerships.

It can be noted that in rare cases it is permissible to conduct business also in the status of an individual without registering as an individual entrepreneur. But even if there were more opportunities for this, such activities, as a rule, are less beneficial for the entrepreneur in terms of taxation. Therefore, the organizational and legal forms of entrepreneurial activity that we have listed above are more preferable. Let us consider in more detail the essence of each of them.

IP

The organizational and legal form of doing business is quite popular among entrepreneurs of the Russian Federation - IP. The prevalence of this option is mainly due to the simplicity of state registration. In order to become an entrepreneur, a citizen must collect quite a few documents. The costs associated with registering as an individual entrepreneur are also small. It is not necessary to have a seal. There are no legal requirements to open a bank account (although it is, of course, recommended to do this for the convenience of interacting with suppliers and customers).

The peculiarity of the considered form of doing business is that an individual entrepreneur is not a legal entity. In practice, this means, for example, that he is personally responsible for his obligations. However, individual entrepreneurs can pay taxes in regimes that are typical for legal entities.

One of the advantages of doing business as an individual entrepreneur is that a person, having paid tax under the chosen scheme, can subsequently dispose of the remaining amount at his own discretion. It is very easy, therefore, to withdraw the proceeds for personal use in order to spend in any desired way.

Another useful aspect of doing business in this status is the minimum burden on the individual entrepreneur in terms of reporting. Other organizational and legal forms of enterprises require regular interaction with the Federal Tax Service and other structures. For individual entrepreneurs, in some cases, it is enough to send a declaration to the tax service once a year, as well as several documents related to staffing and accounting issues.

Any citizen of the Russian Federation who is already 18 years old can run a business as an individual entrepreneur. Subject to the approval of the activity by the parents, Russians from the age of 14 can also engage in business. If a person is in the civil service, then, however, he is not entitled to register as an individual entrepreneur.

An individual entrepreneur can hire other people, draw up work books for them, pay salaries, and form work experience for employees. A sole trader always owns his business as a sole proprietor. You cannot give or sell your share in the enterprise to someone - this organizational and legal form does not allow you to do this. And therefore, many Russian businessmen willingly engage in activities as individual entrepreneurs.

However, working in this status has a number of disadvantages. For example, individual entrepreneurs must in any case pay fixed insurance premiums for themselves to the Pension Fund of the Russian Federation, the Social Insurance Fund and the Compulsory Health Insurance Fund. This is usually not a problem if the entrepreneur has a good turnover: the corresponding fees to the state treasury are counted as part of the taxes and therefore are not noticeable. But even with zero revenue, the IP must pay them. And if, for example, a person for some reason does not do business for some time, he is nevertheless obliged to transfer contributions to the treasury. Even if he is employed somewhere and the employing company transfers the required percentage from his salary to the Pension Fund, the Social Insurance Fund and the Compulsory Health Insurance Fund, this obligation remains.

Business in the form of LLC

Another organizational and legal form of business common in the Russian Federation is a limited liability company. It can be established by one citizen or several, but the number of participants should not exceed 50 people. An entrepreneur, owning an LLC, is not personally liable for obligations, unlike an individual entrepreneur (not counting contributions to the authorized capital). Also members of the society of this type are not required to pay contributions to the PFR, FSS and MHIF.

LLC is a full-fledged legal entity. Its state registration is somewhat more complicated than in the case of an individual entrepreneur. An authorized capital of at least 10 thousand rubles is required, in most cases a bank account, a seal. Reporting for LLC owners, as a rule, is more complicated than for individual entrepreneurs.

Another nuance is that you cannot just withdraw the proceeds, as in the case of an individual entrepreneur, even if tax has been paid on it. You will have to draw it up as dividends or even in the form of a salary (from which, in turn, it is necessary to transfer contributions to the Pension Fund, the Social Insurance Fund and the Compulsory Medical Insurance Fund).

LLC specifics

Such an organizational and legal form of a legal entity as an LLC is among the most common in the Russian Federation. Therefore, we will consider its specifics in more detail.

We noted above that the number of co-owners of an LLC cannot exceed 50 people. If you want to join the business more people, then it will be necessary to transform the LLC into other organizational and legal forms of entrepreneurship - a public or ordinary joint-stock company. If the co-founders do not carry out the appropriate procedure, the LLC may be liquidated by the court.

The authorized capital of an LLC, as we noted above, is 10 thousand rubles. Many companies, of course, increase it. But this must be done carefully. If the value of net assets, due to market or other reasons, turns out to be lower than the value of the authorized capital, then it will have to be reduced - these are the requirements of the law. And if the net assets turn out to be less than 10 thousand rubles, then the company must be (also by virtue of the provisions of the law) liquidated. LLC can be transformed into other organizational and legal forms of entrepreneurship.

It is possible for one of the co-founders to leave the organization by alienating their share in favor of other owners (with subsequent compensation), but only if this is provided for by the company's charter. It is also possible to sell the relevant part of the business. The considered organizational and legal form of a legal entity does not imply withdrawal from the sole founder, but in this case, he can sell the business to another citizen or company. In the event of a sale of a share in a company, the pre-emptive right to purchase belongs to other members of the company. The period during which it is valid is determined by the legislation and the charter of the organization.

Joint-stock company

Such an organizational and legal form of activity as a joint-stock company is mainly in demand by those entrepreneurs who plan to develop a big business. AO is commercial structure, which also has an authorized capital, but it is issued in the form of shares, which certify the binding nature of the rights of the company's participants. Therefore, it is somewhat more difficult to pass state registration and keep records within a JSC than with an LLC, not to mention an individual entrepreneur.

JSC, according to Russian law, can be ordinary and public. It can be noted that until 2014 in Russia there were such organizational and legal forms of organizations as closed and open joint-stock companies. Then, amendments were made to the regulatory legislation, according to which joint-stock companies began to be classified into ordinary and public ones.

Public and ordinary JSCs

Such an organizational and legal form as a public joint stock company, according to the Civil Code of the Russian Federation, is characterized by the following features.

• Firstly, shares and other securities that are issued by the organization, are placed publicly (through open subscription), and also circulate on the market in accordance with the provisions of legal acts regulating the circulation of relevant trading instruments.
• Secondly, the founders of a JSC have the right to prescribe a public status in the charter of the organization, as well as in its company name, even if its activities do not meet the first criterion.

Other JSCs are not public. That is, they are simply called societies. But if the plans of the leaders of the organization are to issue shares, which will then be in open subscription, then in the charter they should still designate the status of a public company.

The specifics of the statutes

The reforms in the civil legislation that took place in 2014 predetermined some features of the drafting of the charters of organizations. For example, two different organizational and legal forms of enterprises, LLC and JSC, may have uniform constituent documents, since the charter, which can be developed according to the recommendations of state registration authorities, has become their only legal form.

LLC and JSC, according to the legislation of the Russian Federation, belong to the same category of organizations - business companies. In fact, the reform carried out in 2014, their status, as noted by some experts, has become very similar due to the establishment of a single form of constituent document.

Partnerships

The Civil Code of the Russian Federation provides for other types of organizational and legal forms of business. For example, partnership. What is the peculiarity of this format of entrepreneurial activity? The definition of partnerships and business entities (LLC and JSC) is contained in the same provisions of the Civil Code of the Russian Federation. That is, the considered organizational legal form of activity is a legal entity that has an authorized capital.

Partnerships are full and limited. In organizations of the first type, people are engaged in business and bear subsidiary responsibility for arising obligations. Limited partnerships (on faith) are organizations that include contributors (or limited partners) who are liable within the limits of their contributions.

Consumer cooperatives

The Civil Code of the Russian Federation provides for such a form of doing business as a consumer cooperative. Organizations of this type are voluntary associations of individuals or legal entities, within which property share contributions of participants are consolidated. How the corresponding amounts should be paid is determined by the charter of the consumer cooperative. Members of the organization bear subsidiary liability for arising obligations within the limits of the unpaid share of the additional contribution.

Production cooperatives

The organizational and legal forms of organizations provided for by the Civil Code of the Russian Federation include such structures as production cooperatives (also called artels). These are associations individuals(but the charter may also provide for the participation of legal entities) for the purpose of organizing joint production, processing or marketing various kinds products, performance of works, provision of services, conduct of trade. The personal labor participation of citizens is assumed. Members of a production cooperative, as a rule, agree on making share contributions. The responsibility of the participants of the organization is subsidiary, within the limits determined by the legislation and the charter.

Peasant farms

Organizational and legal forms of entrepreneurial activity can be associated with the agricultural industry. You can conduct business in this area through a variety of statuses. The Civil Code of the Russian Federation provides, in particular, the possibility for citizens of the Russian Federation to organize a joint peasant farm.

This type of joint activity of farmers involves the creation of a legal entity in the form of a voluntary association, which is based on joint work, as well as property contributions of participants. The peculiarity of the peasant economy is that all property within the framework of this organization is jointly owned by the farmers who established it. According to the Civil Code of the Russian Federation, a person can be a member of only one farm association. Citizens conducting joint activities within the framework of this organizational and legal form bear subsidiary liability for arising obligations.

Choosing a form of doing business

What organizational and legal form can be optimal? If a person runs a business on his own, does not hire people, or forms a small staff of the company, then he can register as an individual entrepreneur. In this status, you can work with a minimum amount of reporting, without being distracted by bureaucracy and fully devoting time to work. There are no problems with the withdrawal of proceeds.

If a citizen conducts a joint business with partners, then the best option may be OOO. As soon as the company's turnover has grown, it would be nice to increase it further by issuing shares. In this case, you can pay attention to other types of organizational and legal forms of activity - a joint-stock company with securities by open subscription or a non-public JSC.

In order to effectively consolidate labor, entrepreneurs can unite in production or consumer cooperatives, partnerships. If citizens are engaged in farming activities, then the joint establishment of a peasant economy may well be optimal for them.

These are the main types of businesses provided for by the legislation of the Russian Federation. Other organizational and legal forms of organizational activity also allow doing business, such as, for example, associations or NGOs. It is not forbidden to make a profit and government organizations. However, taxation in the event that organizational and legal forms of organizational activity are involved, as a rule, is higher than when registering a legal entity, the status of which is more typical for business.

All existing companies and firms have a certain legal status depending on the form of their legal registration. A registered enterprise receives an organizational and legal form that determines the purpose of its existence, methods of disposing of capital and property.

Organization types

Economic entities can be commercial and non-commercial types. There are such organizational and legal forms of commercial enterprises: companies, joint-stock companies, partnerships, unitary enterprises and others. Types of non-profit entities: foundations, non-profit partnerships, homeowners associations, political parties, public organizations, institutions, state corporations, Cossack societies, autonomous organizations, public associations and movements. The above non-profit enterprises exist as legal entities. Without a legal status, individual entrepreneurs, financial and industrial groups, representative offices, branches, mutual investment funds can be formed. The first are created for the purpose of making a profit, while non-profit organizations pursue other goals. For example, a training center has one task - to improve the quality of education. Detailed structure commercial enterprises considered further.

Joint stock companies

The most common organizational and legal form of a legal entity is a joint-stock company. There are open and closed joint-stock companies. In the first case, the company's shares are transferred to an indefinite number of persons, while in closed society Securities are owned by a strictly limited circle of shareholders. Companies have an authorized capital, the minimum amount of which is 1000 minimum wages, as well as founders and a charter. The popularity of this organizational and legal form is explained by the minimal risk of the expected losses that its participants bear.

Partnerships

Economic entities in the form of partnerships can register their enterprise as a general partnership, a limited liability company or a limited partnership. Participants in a general partnership are liable for its debts with their property. An agreement is concluded between its members. Other contributors who are liable for the obligations of the company in an amount not exceeding the contribution, but who do not participate in the business activities of the company, take part in a limited partnership.

Society

Forms of management in the form of a company with additional or limited liability are also quite common. These companies are created by one or more founders. Due to their contributions, the authorized capital of the company is formed. The limited liability of the company means that its participants are only liable to reimburse the risks of loss in the amount of the value of the invested funds. Additional liability implies compensation for losses by the property of depositors.

Unitary enterprises

Organizational and legal forms of management in the form of a unitary enterprise mean that the property of firms in this case owned by the state or municipality. For your debts unitary enterprise responds with the property that belongs to him, and it is not entitled to respond with the property of the owner for his debts.

Production cooperatives

Such organizational and legal forms as cooperatives mean that a certain number of citizens (from five people) have voluntarily united to conduct joint economic or production activities. It can be construction, trade, processing, provision of services, consumer services. Members of the cooperative have shares in the form of part of the property of their association. A production cooperative is called an artel. This form of organization is typical for agricultural enterprises. The difference between an artel and a society is the obligatory labor participation in the work of the company.

Non-profit enterprises

As already mentioned, the purpose of creating non-profit enterprises is any purpose other than making a profit. For example, a religious community is created to meet spiritual needs. A sports organization is established for the physical development of the population and the promotion of health. With the aim of uniting, reviving and raising the strength of the spirit of the Cossacks, Cossack societies are created.

Non-legal organizations

Individual entrepreneurship does not imply the use of hired labor. From the point of view of accounting and tax reporting, this form is very simple, since from all the documentation it will be necessary to submit only an income declaration. By creating a mutual investment fund, investors unite by transferring their funds management company. Representative offices and branches perform the main functions of the company, while their range of capabilities is limited. All of the above organizational and legal forms are united by the absence of registration as a legal entity.

What form to choose for the created enterprise

First of all, it is necessary to answer the question of the purpose for which the enterprise is being created: the company is needed to make a profit, that is, of a commercial nature, or its activities will pursue other goals. Next, you need to decide on the role of the creator of the enterprise. To open a company, you need participants, shareholders or founders. An enterprise is always created by the founders, who then move to a different quality - employees or shareholders. Founders commercial organization increase their well-being by earning profits for the firm. In a non-profit enterprise, this can be achieved if the founder is a highly paid employee. Although the charter of a non-profit organization does not provide for direct profit, it is possible to earn money by increasing the salary of its employees.

Ways to manage various enterprises

The supreme governing body of all organizations is the meeting of founders, who may be called participants, shareholders. Depending on the form of the enterprise, the number of participants will be different. In joint-stock companies, several people participate in the meeting, the number of which depends on the number of shares in the ownership of the enterprises. The founder may participate in the meeting personally or through his representatives. The governing body is endowed with rights, here are the main ones for all enterprises: changing the charter, appointing and removing CEO, discussion financial activities, appointment of an audit, making a decision on liquidation and reorganization. The meeting of the founders is held as necessary, at least once a year. The executive power of all enterprises is the general director.

Business associations

Created firms can be combined into a larger organizational and legal form. These are concerns, associations, corporations, trusts, combines. So, the association is created on the basis of contracts of several companies by combining the main functions. The association represents the interests of these companies in relations with government officials or other companies. A consortium is created to achieve some goal common to different companies. As soon as the goal is reached, the association stops its work.