What is the legal form of organization. Jurisprudence

At any economic system not only functioning great amount firms, as mentioned above, but there are various types of them. This is primarily due to the diversityways of saving (minimizing) transaction costs.

The firm as a production unit and an instrument of entrepreneurial activity always has one or another organizational and legal form. From a legal point of view, a firm (enterprise) means an independent economic entity with the rights legal entity which combines under its control the factors of production - capital, land and labor - with the aim of producing goods and services.

Legal form- is a set of legal norms that determine the relationship of the participants of the enterprise with the whole world around. AT world In practice, various organizational and legal forms of enterprises are used, which are determined by the national legislation of individual countries. The laws give these enterprises the status of a legal entity that owns its own property and is liable for its obligations with this property, has an independent balance sheet, acts in civil circulation, in court, arbitration and arbitration courts on its own behalf.

Under current law in Russia There are the following organizational and legal forms of enterprises:

Rice. 1. Organizational and legal forms of enterprises

Concepts such as MP (small enterprise), JV (Joint Venture), cooperative, are now considered obsolete. They reflected not the legal status of the enterprise, but some of its economic features. So, MP is a characteristic of an enterprise in terms of the number of employees. For example, according to Russian legislation, in the sphere of services and trade, such is an enterprise with a staff of 15 to 25 people, in the field of science - up to 100 people, in industry and construction - up to 200. Why was such a category as MP singled out? All over the world, including ours, there are programs to support small businesses.

The concept of a joint venture is also purely economic, showing who created it. In our country, this form was used due to the fact that initially there was no complete clarity regarding the legal status of the joint venture. World experience suggests that about 90% of joint ventures are limited liability companies. Now in Russia and other CIS countries, joint ventures are also included mainly in this category. The law also allows the creation of a joint venture in the form of other companies.

Let us dwell on the characteristics of the main organizational and legal forms of entrepreneurial activity, the most common in the modern world economy. These include:

· sole proprietorship (private entrepreneurial) firm;

· partnership (partnership);

· corporation ( joint-stock company).

1. Private (sole) company is the oldest form of business organization. As the name implies, such a firm is owned by an entrepreneur who buys the factors of production he needs on the market. In other words, a privately held company is owned one person, which owns all its assets and is personally liable for all its obligations (is the subject of unlimited liability).

The owner of a classical private enterprise firm is central figure, with which the owners of all other factors of production (resources) enter into contracts. He usually owns the most important (interspecific) resource. This resource can be either physical or human capital(special intellectual, entrepreneurial and other abilities).

The purpose of a privately held company is owner's profit maximization- income remaining after all payments to the owners of factors. A privately held company should be distinguished fromcapitalist firm,owned by the owners of capital and aiming to maximize the return on invested capital. In addition, the functions of an entrepreneur in such a company are usually performed by a hired manager - manager.

Self-employed firms have a number of important advantages due to which they have become widespread in the business world, but at the same time they have significant disadvantages.

Among the obvious benefits should include:

1) ease of organization. Due to its simplicity, a business enterprise based on sole proprietorship is created without much difficulty;

2) freedom of action of the owner of the company. He does not need to coordinate the decisions made with anyone (he is independent in the conduct of all his affairs);

3) strong economic motivation(receipt of all profits, more precisely, the remaining income by one person - the owner of the company).

Flaws sole proprietorship:

1. limited financial and material resources . This is due not only to the lack equity but also difficulties in attracting credit resources. Lenders are very reluctant to provide loans to sole proprietors, believing that it is risky. Therefore, the main source of financing for private entrepreneurial activity is the owner's savings and funds borrowed from relatives, close friends, etc. Over time, capital can be increased by investing the profits in the business, but even in this case, the growth of the company will be slow. Therefore, in terms of size, individual enterprises, as a rule, are small;

2. lack of a developed system of internal specialization production and managerial functions(especially in small and medium enterprises);

3. certain tax issues. They arise because additional payments made by a privately owned firm, such as health and life insurance, are not considered tax authorities a number of countries by its expenses and therefore are not subject to exclusion from profit when calculating the taxable base (corporations, on the contrary, enjoy tax benefits in relation to such payments). The sole proprietor must pay such expenses from the profit remaining at his disposal after the payment of taxes;

4. difficulties in transferring ownership. No property of a sole proprietorship, unlike the property of corporations, can be transferred to family members during the life of the owner. This limits the flexibility of the sole form of business organization, creates additional problems in the accumulation of capital;

5. unlimited liability of the owner for all obligations assumed by his enterprise. If claims are brought against the company, including in court, its owner bears full personal responsibility before the court. This means that for
claims may be confiscated not only company property, but also personal property. A similar outcome happens
and in case of bankruptcy for other reasons. All this puts the sole proprietor in a risky position.

For these reasons, individual enterprises are short-lived, most of them are start-up firms, as well as such specific establishments as shops and farms, which remain efficient due to the small scale of production. According to some data, on average, out of 10 emerging firms, 7 cease their activities within 5 years.

Unlimited Liability - main disadvantage sole property.Therefore, the owners of private firms in the XVII - XVIII centuries. "Let's go to the trick" - they introduced the so-called limited liability (Ltd - limited). The firm becomes an organization that includes a certain number of people. What does limited liability mean? This means that if a company is indebted to someone and cannot pay its debts, then in this case it is possible to sue only the company, but not its participants. What will you have to pay in this case? Only what the company owns. Specific forms of such enterprises (limited liability partnerships) are discussed below.

2. Partnership (partnership) . This firm is like a sole proprietorship in every respect, except that it has more than one owner. AT full partnership all partners have unlimited liability. They are jointly liable for the obligations of the partnership. Persons who have joined an already existing partnership are liable, along with the old members, for all debts, including those that arose earlier, prior to their entry into this partnership.

In most cases, general partnerships are formed by legal entities (large enterprises). agreement on their joint activities in any field can already be considered as the formation of such a partnership. In such cases, neither the charter nor even the registration of the partnership is required.

Overcoming in a certain sense the financial and material limitations of sole proprietorship, partnerships create some new inconveniences and difficulties. First of all, this refers to the selection of partners. Since one of the partners may bind the partnership with certain obligations, partners should be carefully selected. In most cases there is a formal agreement, or partnership agreement; it defines the powers of each partner, the distribution of profits, the total amount of capital invested by partners, the procedure for attracting new partners and the procedure for re-registration of the partnership in the event of the death of any of the partners or his withdrawal from the partnership. Legally, a partnership ceases to exist if one of the partners dies or withdraws from it. In such cases, it is rather difficult to resolve all issues and restore partnership.

For the reasons mentioned, many consider partnership is an unattractive form of business organization.

In partnerships, the decision-making process is also difficult, since the most important of them must be taken by a majority vote. To simplify the decision-making process, partnerships establish a certain hierarchy, dividing partners into two or more categories according to the degree of importance of the decision that each partner can make. It also defines the cases in which he must transfer decision-making power to the firm.

A modified form of a full partnership is a mixed (limited) partnership. Its main feature is that along with one or more participants who are liable to the creditors of the partnership with all their property, there is one or more participants whose liability is limited to their contribution to the capital of the company. Those participants who are responsible for the risk with all their property are internal members of the society and are called full partners, or complementaries. The rest, who risk only within the limits of their contribution, are external participants (contributors) and are called limited partners.

As a rule, complementaries are in charge of affairs in a limited partnership. They lead society and represent it. Contributing partners do not participate in commercial transactions. They are, strictly speaking, the partnership's investors. In terms of internal relationships, the functions of managing a firm are usually carried out with the consent of the limited partners.

Many people are well aware of the names “Johnson, Johnson and Co.”, “Ivanov, sons and Co.”, etc. from history, scientific and fiction literature. These are limited partnerships. AT modern conditions a form of limited partnership is often used to finance businesses involved in real estate transactions.

Limited partnerships in some cases may issue shares in the amount of contributions from external participants. Such participants are called joint-stock limited partners, and the company is called joint-stock limited partner.

For reasons of payment of taxes, a limited liability company may be accepted as the sole complementary partner in a limited partnership. Such education is called limited liability partnership. Its advantage is that from a tax point of view it is a partnership, and from a civil law point of view it makes it possible to transfer unlimited liability to a limited liability company, which becomes the sole bearer of unlimited liability and, as a rule, has only a small capital.

In our country, the form of a mixed limited partnership has not yet become widespread, but it may be useful in some cases.For example,if a private person (persons) who has an idea and a solid enterprise that has decided to take this idea into service do not have money for its implementation, a mixed partnership is created: a private person enters it with limited liability, an enterprise with a full one. AT this case the enterprise acts as a guarantor for a bank loan, which, under the control of the enterprise, is managed by a private person.

A limited partnership (limited liability company) is an association that is formed on the basis of predetermined contributions of shareholders. Its members (individuals and legal entities) are not responsible for fulfilling the obligations of the society, but risk only within the limits of their contributions. This is the meaning of the concept "limited liability". In the names of foreign companies, and now some of ours, you can often see the word "limited" (abbreviated as Ltd), which means "limited liability".

In limited liability companies, in most cases there are close relationships between partners. For this reason, they are very suitable for organizing family businesses. If all the property of a society is concentrated in one hand, then it becomes a "society of one person."

In order to establish a limited liability company, it is necessary to conclude memorandum of association, which determines the name of the company, location and direction of the enterprise, as well as indicates the size of the authorized capital and the share participation in it of members of the company.

Minimum authorized capital in different countries different: in Austria it is 500 thousand shillings, in Germany 50 thousand marks, in Hungary - 1 million forints,in Russia - 10 thousand rubles , in Ukraine - 869 hryvnia. Except Money it is also possible to establish a company with contributions in the form of material assets (cars, land plots, licenses).

The rights of society members are exercised on meetings of members of the society held at least once or twice a year. The meeting has the right to make the most important decisions, in particular, approve the annual balance sheet, determine the distribution of profits, draw up an estimate of expenses, elect and re-elect the director of the company, give him instructions on a wide variety of issues. Control over the activities of the company is carried out audit committee(in Western countries - the supervisory board), whose members are appointed by the general meeting.

3. Corporation (according to Russian law - a joint-stock company) is an impersonal enterprise with the right of a legal entity, created in a permissive manner and having authorized capital, divided into a certain number of equal shares - shares.

The main distinguishing feature of this form of business organization is that the joint-stock company operates independently of its owners. The liability of the members of the company, who are called shareholders, is limited to the nominal value of the shares acquired by them.

Limited Liability - Important advantage over sole proprietorship or partnership. A joint stock company may raise funds in its own name without imposing unlimited liability on its members. Consequently, in the event of claims against a joint-stock company, the law prohibits the confiscation of the personal property of its owners.

Shareholders are entitled to a share of the corporation's earnings. The portion of the profit paid to the shareholder is called dividend. The part that is not paid out as dividends is called retained earnings.

Dividends are traditionally calculated as a percentage of the nominal value of the share, and in last years in some countries - in absolute amount per share (which is more reasonable). Dividends in the form of shares (“bonus” issues) do not provide for cash payments. In terms of attracting new share capital dividend income is the main component of the value of such capital.

Another important advantage of the corporation is an the right of shareholders to transfer their shares to others(if these are not registered shares). In addition, the corporation continues its activities in the event of the death of individual shareholders, and when one of the shareholders wishes to sell their block of shares.

Joint stock companies are of two types − open and closed.

Stockopen societies distributed in free sale on the terms established by laws and other legal acts. Joint-stock companies of an open type are created in order to collect large capital. The shares of such a company may be listed on the stock exchange. This implies the complete openness of the society and careful control over its activities. An open joint stock company is obliged to annually publish for general information the annual report, balance sheet, profit and loss account.

A joint-stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized closed. Such a company, under Russian law, is not entitled to conduct an open subscription for shares issued by it. The number of participants in a closed joint stock company must not exceed the number established by the law on joint stock companies; otherwise, it is subject to transformation into an open joint-stock company within a year, and after the expiration of this period, to liquidation by judicial procedure, if the number of shareholders is not reduced to the limit established by law.

For these reasons, the joint-stock company closed type is the most suitable legal form for enterprises such as medium-sized industrial and commercial organizations that do not require large funds to operate; risky (venture) firms. The latter are created to work out some new commercial idea by a group of people who are ready to finance the enterprise until it becomes clear that it is necessary to raise additional capital through the securities market and become an open joint-stock company. In business practice, closed-type joint-stock companies are much more numerous than open-type companies, although the average size the latter have much more capital.

Currently, joint-stock companies are the most common form of entrepreneurship, forming a kind of "armature" of the world economy. This is partly due to the fact that their activities are well established in practice.

The first predecessors of joint-stock companies appeared in the 15th-16th centuries, whenbanks of St. George in Genoa and St. Ambrose in Milan. In the 17th century major trading companies: Dutch East India Company (1600), French "Company des Ende ocidantal" (1628). By this time, the concept of “share”, so well-known today, appeared for the first time in the charter of the Dutch East India Company, the participants of which were called shareholders.

The joint-stock form received the greatest development with the transition to capitalism.In pre-revolutionary Russia it was also well known: the number of joint-stock companies in 1916 numbered in the thousands.

An important reason for the wide distribution of joint-stock companies is the ability to concentrate gigantic capital within their framework, which makes it possible to solve the most complex economic problems. A significant advantage of joint-stock companies in comparison with other types of partnerships is also the presence of a market where you can freely buy or sell securities. All this predetermined the wide distribution of joint-stock companies in industry, trade, banking and insurance, and in other areas of the economy. The only exception is agriculture, where joint-stock companies, due to the specifics of the industry, have not been widely developed. In the US alone, there are now over 3 million corporations that produce most of the country's gross national product.

One of the disadvantages of a joint-stock company can be considered a procedure for paying taxes, providing for double taxation: taxes on profits, which reduce the amount of income due to shareholders, and taxes on dividends received by shareholders.

Less important disadvantages are time spent on registering a joint-stock company and bureaucratic procedures that must be passed in the process of creating a society.

By economic nature, method of organization and activity, a joint-stock company is a form of collective entrepreneurship. However, the division of the authorized capital into a certain number of equal shares (shares), which can be acquired by different persons, gives the joint-stock form the character of a private corporate enterprise.

cooperative - this is a society whose activities are aimed, in principle, not at generating income, but at providing assistance and assistance to members of the society.

The founders of modern cooperatives are considered 28 workers from the city of Rochdale (England). In 1844, saving a few pence a week, they raised initial capital at 28 pounds, which they rented a store and started small trade flour, oatmeal, sugar, butter and candles. The profit from this enterprise was divided among the members in proportion to the number of their purchases.

Such societies are called consumer cooperative societies. Along with them, there are production cooperative societies created by producers. In Russia, cooperatives have become widespread primarily in production activities, in the service sector and trade-intermediary area. The cooperative form of entrepreneurship is characterized by the establishment close connection of the members of the cooperative with the cooperative itself. The cooperative is a legal entity, and therefore a subject of law.

In modern business practice, cooperatives in terms of turnover occupy a relatively small specific gravity although they are common in many countries. This is explained by a number of circumstances, and above all by the fact that cooperative enterprises tend to "decapitalization" of income, which reduces the efficiency of production, hinders the innovation process, complicates structural transformations.

On the other hand, this form has clear advantages, among which one of the most important is high motivation due to the unity of property and labor. But it works only if instead of the impersonal "collective property", which, in essence, means the property of the collective, there is the property of the members of this collective. In the United States, for example, the term "employee property" is used to characterize such enterprises. It is much more accurate, since the property of an employee is a kind of private property, which differs from classical private property in that the owner must simultaneously work in the enterprise, of which he is a co-owner, and there is a certain mechanism that ensures his participation in the management of the enterprise.

It should be noted that in the United States, not state, but private property is transformed into the property of workers. Moreover, this process is encouraged in every possible way, since, according to available data, labor productivity in enterprises with employee ownership is on average 10% higher than in other types of enterprises. In recent years, the US Congress has adopted more than 20 federal laws, in one form or another, primarily through tax incentives that stimulate the development of employee ownership. Now there are more than 11 thousand enterprises in the country that are fully or partially owned by workers. They employ about 12 million people. Several centers have emerged dealing with the problems of workers' property, both in theoretical and purely applied terms.

At the heart of the emergence and development of this kind of collective-private entrepreneurship lies scientific and technological revolution. It caused the development of knowledge-intensive industries, increased the role and proportion of knowledge workers. They cannot be set a rhythm of work with the help of a conveyor, and even the most common control over their work is ineffective. Such workers work with return only when they have the appropriate motivation. The position of the owner best contributes to the emergence of such motivation. As a result, first dozens, and then hundreds and thousands of firms began to appear, sometimes employing only a few people. But this fragmentation is compensated by the fact that an increasing number of people participate in social production, not just as hired workers, but as owners with completely different incentives to work.

In large industries, which for technological reasons cannot be divided into small private enterprises, a similar problem is solved by transforming traditional private property into the property of workers. Moreover, the supporters of such a transformation are often the entrepreneurs themselves, who understand that by ceding part of their property to their employees, they increase the efficiency of their work and more than compensate for that part of the profit that they will have to give in the form of dividends to the co-owners who have appeared.

In Russia and other CIS countries, enterprises based on the property of workers are just being created. The attitude towards them in society is ambiguous. Among scientists, for example, there are many critics "people's enterprises", often referring to the Yugoslav experience of "workers' self-government", which, as you know, has not stood the test of time. However, this misses the point: in the Yugoslav experiment, workers' property was neither created nor used. An impersonal collective property dominated there, which did not really belong to either the workers or the state.

Attitude labor collectives In our country, “people's enterprises” are very friendly, which means that in the course of further privatization they will become widespread. But in order for such enterprises not to become a kind of Soviet collective farms, a comprehensive study of the Western experience of their organization is necessary. And today this experience is not limited to the American one. At one time, the EU Council adopted recommendations on the implementation of programs for the transition to "workers' ownership" (ESOP program) in all Western European countries. As a method of privatization, the ESOP program has also begun to be widely used in Poland, Hungary, the Czech Republic, and Slovakia.

At the same time, it would be a mistake to extend workers' ownership to the entire economy. Western countries have achieved success in socio-economic and scientific-technical development because they created conditions for the development of various forms of ownership and entrepreneurship. In the same USA, out of 19 million enterprises of various kinds, 70% are enterprises of individual ownership, 10% are partnerships (owned by two or more persons), 20% are corporations or joint-stock companies.

State enterprise . In many countries modern world an active entrepreneur is the state, which owns from 5-10 to 35-40% of the fixed capital. In the former socialist countries the state owned the vast majority of production assets, which made it, in essence, the only economic entity in the economy.

In the mid-1980s, the share of public sector enterprises in value added was: in Czechoslovakia - 97%, in the GDR - 97,in the USSR - 96, in Yugoslavia - 87, in Hungary - 86, in Poland - 82, in France - 17, in Italy - 14, in Germany - 11, in England - 11, in Denmark - 6, in the USA - 1%.

From the above data it is clear that in the so-called socialist countries the "state economy" dominated, while in Western world the state was given a relatively limited field of activity. However, by the standards of a market economy, the scale of activity turned out to be too large, which prompted the governments of Western countries to take the path of privatization. This privatization is not as grandiose as in the Eastern European countries and the CIS, but is important trend towards expansion of the non-state economy.

At the same time, even under these conditions, many state-owned enterprises play a significant role in the national economy, and sometimes are leaders among industrial firms.

For example, in Italythe list of the largest industrial enterprises is headed by state organizations -IRI(active in ferrous metallurgy, shipbuilding and mechanical engineering, aviation, automotive, electronic, electrical and other industries, sea and air transport, telephone and telegraph communications, radio and television broadcasting), ENI(oil and gas production, trade in petroleum products);in France - "Elf-Akiten"(extraction and refining of oil, production of petroleum products, chemical industry, healthcare, perfumery and cosmetics), Renault(produces cars and trucks, sports cars) ; in Finland - "Neste" (oil refining and retail trade in petroleum products).

Thus, the existence of a more or less large public sector in a market economy requires clarification and clarification of some problems of its economic content, emergence and organizational design.

Signs of a state enterprise. A state enterprise is a production unit characterized by two main traits.

First lies in the fact that the property of such an enterprise and its management are fully or partially in the hands of the state and its bodies (associations, ministries, departments); they either own the capital of the enterprise and have undivided authority to dispose of it and make decisions, or they unite with private entrepreneurs, but influence and control them.

Second concerns the motives for the operation of a state enterprise. In its activities, it is guided not only by the search for the greatest profit, but also by the desire to satisfy social needs, which can reduce economic efficiency or even lead in some cases to losses, which, however, are justified.

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

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

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

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

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

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

• general partners carry out entrepreneurial activity on behalf of the partnership and are fully and jointly and severally liable for obligations with all their property;
• 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) - 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. The Russian Federation is liable for the obligations of a state-owned enterprise.

According to Art. 50 of the Civil Code of the Russian Federation provides for the following forms of organizations:

Commercial:

Business partnerships and companies,

production cooperatives,

State and municipal unitary enterprises. Non-commercial:

consumer cooperatives,

Public or religious organizations (associations),

Charitable and other foundations,

institutions.

It is allowed to create associations of commercial and (or) non-commercial organizations in the form of associations and unions.

Above, we have repeatedly mentioned legal, non-legal and individuals Oh. Let's consider these terms in more detail.

A legal entity is an organization that:

1) registered in in due course;

2) has a bank account;

3) has separate property in ownership, economic management or operational management;

4) is liable for its obligations with this property;

5) may acquire and exercise property and personal non-property rights on its own behalf;

6) perform assigned duties;

7) has an independent balance or estimate;

8) may be a plaintiff and a defendant in court. A non-legal person is an organization that

unlike a legal entity does not have or does not fulfill any of the items listed for a legal entity.

In this course, we will focus on the organization as a legal entity. Nevertheless, the material discussed below is largely true for organizations acting as non-legal entities and for informal organizations.

Consider the forms of business partnerships and companies. These include: a general partnership, a limited partnership (limited partnership), joint-stock companies (open and closed), limited or additional liability companies, dependent and subsidiaries.

Business partnerships and companies are implemented in the following organizational forms: association, cartel, bank, exchange, venture, jobber, plant, company, conglomerate, condominium, consortium, concern, concession, cooperative, corner, corporation, society, association, enterprise, pool, syndicate, tender, partnership, trust, trust, financial and industrial group (FIG), firm, fund, franchise, holding. For example, a bank may be state organization in the form of a closed joint stock company. The company may be a private entity in the form of a limited liability company.

Despite the privatization process being carried out in the Russian Federation, the state owns significant property. A temporary power of attorney in the form of an appointment to a position is issued for the management and economic ownership of a state-owned enterprise.

Any form of ownership is characterized by the relationship of the subject and object of the contract to the property. There are relations of ownership, use, disposal and responsibility. Ownership is the actual possession of the thing. Possession may be legal (titular) or illegal, that is, without legal justification. The legal owner may not be the owner of the thing (for example, a tenant, a pledgee).

Use is the right to consume a thing, taking into account its purpose. This refers to the operation of equipment, land, property and the receipt of income from it.

Disposition is the right to determine the legal fate of a thing. A person endowed with the right of disposal may make transactions of donation, sale, leasing, destruction, etc. Deprivation of this right means deprivation of the right of ownership (property right).

A responsibility civil (the burden of property) is the obligation to compensate for losses, pay a penalty for damage caused to the owner. Liability can be shared, joint and several and subsidiary. Equity arises when there are several debtors and the order of their responsibility arising from the contract. These may be equal shares or shares proportional to their contributions. Joint and several is also determined by the contract and exists when the subject of the obligation is indivisible. At the same time, claims for liability can be presented both to all debtors jointly, and to any of them separately. Subsidiary defines the additional responsibility of third parties for the proper performance of obligations, for example, organizations or individuals

persons - guarantors under the contract. The relationship of the subject and the object to the property must be necessarily reflected in the contract.

From the point of view of the legal forms of building organizations, the features of the rights and responsibilities of the founders should be noted.

Consider the main legal forms of organizations.

Limited Liability Company (LLC) - an association of citizens and (or) legal entities for joint economic activities. The authorized capital is formed only from the contributions (shares) of the founders. LLC is created and operates on the basis of the memorandum of association and charter; if the company was created by one person, then only the charter. An example of a company name for an LLC. Firm "Lotos" is a limited liability company. The number of participants in an LLC should not exceed 50 people.

Additional Liability Company (ALC) established by one or more persons. ALC participants jointly and severally bear subsidiary liability for losses associated with the activities of the company. ALC is created and operates on the basis of the founding agreement and the charter, if the company was created by one person, then only the charter.

An example of a corporate name for an ALC: "Firm Kolos" is an additional liability company.

Joint Stock Company (JSC) - this is a commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the mandatory rights of the company's participants (shareholders) in relation to the company. A company can be open (JSC) or closed (CJSC). Shareholders of an OJSC may alienate their shares without the consent of other shareholders of the company. The number of JSC shareholders is unlimited. In a CJSC, the company's shares are distributed only among its founders or other predetermined circle of persons. The number of shareholders of a CJSC should not exceed 50 people.

LLC, CJSC and JSC are liable for debts within the limits of their property, and shareholders - within the limits of their contribution (limited liability). Usually the value of the property exceeds the amount of deposits.

General partnership is a commercial organization, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities and bear full responsibility for all their property (including personal).

Fellowship (TV) on Faith(limited partnership) includes general partners and investors (limited partners). The status of general partners is similar to the status of a general partnership. Limited partners do not take part in entrepreneurial activities and bear the risk of losses of the partnership within the limits of their contributions. TV is created and operates on the basis of a constituent agreement, which is signed only by general partners (there is no charter).

Examples of a business name for a limited partnership:

"Ivanov and company - limited partnership" (name or title of one comrade);

"Ivanov and company - limited partnership" (name or title of one partner);

"Ivanov, Petrov, Sidorov - a partnership in faith" (list of all full comrades).

The economic company is considered child, if another (main) economic company or partnership has the ability to determine its decisions. The main economic company or partnership shall be fully or subsidiaryly liable for the results of the activity of the subsidiary economic company.

The economic society is recognized dependent, if another company (participating in its affairs) has more than 20% of voting shares or 20% of the charter capital of a limited liability company. A participating company must, without fail, publish information about dependent business companies.

The new Civil Code of the Russian Federation is focused primarily on the development of the industrial sphere of entrepreneurship in the country. In this regard, a new form has been introduced - "production cooperative" (artel) - a voluntary association of citizens (at least five) and their property shares. Part of the property complex may be declared indivisible. Regardless of the size of the share, each member of the cooperative has one vote. The status of a production cooperative is necessary to introduce certainty in the provision of tax incentives to organizations in the production sector. A production cooperative may be transformed into a business partnership or company. The cooperative is not entitled to issue shares. The founding document is the charter of the cooperative.

Unitary enterprise (UE) is a commercial organization that is not endowed with the right of ownership to a fixed

behind her as the owner of the property. The property of a unitary enterprise is indivisible. The property complex may belong to the enterprise on the right of either economic management or operational management. UE are state-owned enterprises. A federal state enterprise is created, reorganized and liquidated by decision of the Government of the Russian Federation, which bears subsidiary liability for the losses of the state enterprise.

Consumer cooperative(PC) is an association of citizens and legal entities in order to meet the material and other needs of its members. They make share contributions and bear subsidiary liability for the obligations of the cooperative within the limits of the unpaid part of the additional contribution of each of the members of the cooperative. The name of the PC reflects its main purpose. The charter is the founding document. An example of a corporate name for a consumer cooperative: “Consumer cooperative “Help to Veterans” or “Consumer Union “Help to Veterans”.

Fund is an organization established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural and other socially useful goals. The Foundation has no membership. In order to implement its statutory tasks, the foundation may engage in entrepreneurial activities, creating for this business companies or participating in them.

institution- this is an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part. This form can become the basis for a holding, a financial-industrial group and any other association of enterprises. In an institution, centralized management functions can be concentrated and structures formed strategic management. Figure L. 13 shows the structure of the holding, where the role of the parent company is played by the institution as a legal entity.

The "establishment" form provides interesting opportunities for reducing the level of taxation of the entire holding system.

Associations and unions- these are non-profit organizations established either by a group of commercial or a group of non-profit organizations to coordinate and protect their property and other interests. Members of the association retain their independence and the rights of a legal entity, bear subsidiary liability for its obligations.

The name of the association should indicate the main subject of activity and include the words "association" or "union". An example of a corporate name for an association: "Association of Accounting Software Manufacturers".

Organizational forms

Organizational forms are classified into two types:

Single organizational forms: enterprises or organizations in which among the founders there is no more than one legal entity. For example, small construction firms, workshops, etc.;

Associations based on or principle cooperation, or concentration.

Association- unification of organizations on a technological basis. Banks:

Issuing bank - issuing bank banknotes, securities, payment and settlement documents;

Correspondent banks that carry out, on the basis of correspondent agreements, instructions to other banks for payments and settlements through special open accounts.

Mortgage bank - a bank that issues long-term cash loans secured by real estate (land, buildings), as well as issuing mortgage sheets secured by mortgaged real estate.

Exchange - state or private organization, which provides premises, guarantees, settlement and information services for transactions with securities or goods, receives commissions from transactions for this and imposes certain restrictions on trading. Exchange organizes wholesale trade mass goods that have stable and clear quality parameters (commodity exchange), or systematic transactions for the purchase and sale of securities, gold, currency (stock exchange).

Jobber- a company that buys individual large quantities of goods for quick resale.

Cartel - long-term contractual association of a number of organizations performing functions related to the formation of a favorable infrastructure for their business. The organizations included in it do not lose legal, financial and other independence in solving their statutory tasks. The main activities of cartels:

Delimitation of sales markets,

Coordination of price policy,

Setting quotas for buying and selling,

Licensing of activities,

Compliance with the terms of employment, etc. For example, the International Steel Cartel, created in 1926, brought almost the entire world steel market under its control.

Consortium - long-term contractual merger of a number of homogeneous organizations. The peculiarity of the consortium is that it acts as a single entity with other partners, while each of its organizations individually does not lose its corporate independence, management and nature of activity. Consortiums may consist of organizations from the same country or from different countries. There may be consortiums of banks, a consortium of organizations for the production and sale software etc. Consortiums are created for:

Loan placements,

Implementation of a single capital-intensive industrial project,

Carrying out issuance transactions.

Consortia can be registered as a limited liability company, joint stock company, etc.

Concern- long-term contractual association of a number of organizations of transport, industry, banks, advertising agencies and others to form a system technological chain: production-sales-production-sales. The governing body is usually the largest organization of this system. Each member organization retains its legal, financial and commercial independence in solving its statutory tasks that are not related to the activities of the concern. A synonym for the term "concern" is the term "group", for example, the Morgan group (USA).

Corporation- an analogue of a joint-stock company.

Syndicate- an association of enterprises that takes over the implementation of all commercial activities while maintaining the industrial and legal independence of its constituent enterprises, but losing their commercial independence. Association of organizations is carried out on the basis of contractual agreements.

Trust- a long-term contractual association of a number of organizations, in which the organizations included in it lose their production, financial and commercial independence. A trust may unite both heterogeneous and homogeneous organizations. For example, steel trust, margarine-but-fat trust, investment trust. The management of the trust is concentrated in a single structure (board, directorate, holding company, etc.). So, in 1901, Morgan created the Steel Trust in the USA, uniting the largest metallurgical enterprises in the USA.

Syndicate- This is a type of cartel that practically implements a favorable business environment for its organizations. Within the framework of the syndicate, structures are created to which the participating organizations delegate part of their functions, for example, sales of products. At the same time, organizations for delegated functions lose their independence.

Financial and industrial group- an association such as a concern, taken under guardianship by the state for a certain period, in order to create a powerful base for meeting the strategic needs of society. For example, in electronic or defense technology, in high-demand goods.

Holding company(HC) - a joint-stock company that owns a controlling stake in legally independent banks and non-banking firms in order to exercise control over their operations.

Currently, it is not allowed to create an HK in the following areas of activity:

Trade in goods for industrial purposes;

Agricultural production, provision of agriculture;

Public catering, consumer services for the population;

Transport (except railway, pipeline). HC can be created with:

Transformation of large enterprises with the separation of legal entities from them;

Consolidation of blocks of shares of legal entities;

Establishment of new JSCs.

An example is given in the literature (Figure 1.14) of a holding company with a capital of £225,000. Art., manages through four subsidiaries HC 16 enterprises with a total capital of 1 million 465 thousand pounds. Art.

The total capital under the management of the parent

HC is:

225 + (4 x Hi) + (16 x 50) = £1.465 million Art.

Fig.1.14. Company scheme

AT various industries National economy there is a constantly updated set of organizational forms. So, in trade, the following forms are recommended, shown in Table. 1.5.

The following organizational forms are used for public service enterprises of the population: restaurant, bar, cafe, fast food enterprise, canteen, culinary shop, barbecue, pancake, atelier, repair household appliances, hairdresser, pawnshop, etc.

According to Art. 1041 of the Civil Code of the Russian Federation defines the status of a simple partnership agreement.

This article defines that under a simple partnership agreement (agreement on joint activities), two or more persons (partners) undertake to combine their contributions and act jointly without forming a legal entity to make a profit or achieve another goal. illegal purpose. In addition, only individual entrepreneurs and (or) commercial organizations can be parties to the agreement. According to Art. 1042 of the Civil Code of the Russian Federation, the following are recognized as a contribution: money, other property, professional and other knowledge, skills and abilities, business reputation and business connections. Art. 1054 regulates a silent partnership, when, according to a simple partnership agreement, it can be provided that its existence is not disclosed to third parties.

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

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

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

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

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

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

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

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

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

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

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

Additional Liability Company (ALC) – a type of LLC, so all the general rules of an LLC apply to it. 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 (JSC)- a company whose members can alienate their shares without the consent of other members of the company. Such a company has the right to conduct an open subscription for shares issued by it in cases established by the Charter. Closed Joint Stock Company (CJSC)- a company whose shares are distributed only among its founders or other specific circle of persons. CJSC is not entitled to conduct an open subscription for its shares or otherwise offer them to an unlimited number of persons.

Production cooperative (artel) (PC)- 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 property right (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. The Russian Federation is liable for the obligations of a state-owned enterprise.

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A legal entity is a legal entity that has its own property, legal address, seal and is able to answer for its actions in court. Currently, there are various organizational and legal forms of business entities.

AT general view it is possible to note the division into commercial and non-commercial forms. The former function with the aim of making a profit in the future, and the latter in the course of their activities realize social programs. The organizational and legal forms of commercial enterprises are of the greatest interest, since they provide expanded reproduction. So, distinguish:

1. Limited and additional liability companies.
2. joint-stock companies.
3. Partnerships.
4. production cooperatives.
5. unitary enterprises.

The essence of any company lies in the fact that its authorized capital contains components or shares that were contributed by different persons in the form of shares. A limited liability company, or LLC, is attractive to investors in that the repayment of obligations to counterparties and creditors is carried out strictly within the limits of available funds, that is, the personal property of depositors is inviolable. Thus, investors risk only the amount within the deposit. placed on the members of the company additional responsibility. In case of liquidation of the enterprise, the amount of debt is divided among all contributors in proportion to the amount of contributions. Moreover, the personal property of investors is also subject to recovery in case of a lack of assets at the disposal of the company.

The solution of the most important issues in society is carried out by convening a meeting, where each of its members has the right to vote. The procedure for leaving the organization depends on the pre-approved founding policy. By agreement of the majority of the members of the council, the charter of the company may contain a note:

On the impossibility of reselling or transferring its share to third parties;

On the requirement of the written consent of all investors to sell their shares or freely withdraw from the company.

There are also such organizational and legal forms as They are characterized not only by the share contribution of funds, but also by the calculation of shares issued by the founders. That is, the authorized capital of the company consists of a certain number of issued shares of a fixed nominal value. These organizational and legal forms of management are of closed and open type. Representatives of the second type allow their shareholders to sell or donate their shares to third parties in a free manner. A CJSC establishes a certain circle of shareholders in advance, and the alienation of shares is not provided.

The next organizational and legal form of a legal entity is partnerships. These are enterprises, which consists of separate shares distributed among the founders. The partnership can be complete and based on faith. Participants of a full type company have all the rights of a legal entity:

• conduct business activities;
• may be defendants in court;
• liable for the obligations of the company with personal property.

A limited partnership includes several limited partners. These persons differ in that they are liable for the debt of the company only to the extent of the amounts invested as a share in start-up capital.

By decision of state bodies, a unitary enterprise. Its characteristic feature is the lack of ownership of property. Indeed, the founders can manage the enterprise, make the most important decisions and distribute profits at their own discretion, but all property and start-up capital cannot be divided into parts or shares, since it is in the power of the state.

Often such organizational and legal forms are formed as an association of persons who strive to achieve common goals. Cooperatives are formed on the basis of share and property contributions of their members. As a rule, they are engaged in production or marketing activities.