Organizational legal form of a state unitary enterprise. Status, types and legal forms of legal entities

The entrepreneur can lead two types of activity - commercial and non-commercial. Commercial activities have a fundamental goal - receiving income. Non-profit activities have many goals, profit from which it does not fall under the category of income.

Registration of commercial enterprises implies primarily interaction with tax authorities, and social services, payments to which are made precisely from income.

There are several organizational and legal forms (OPF) of commercial enterprises, the registration of which will allow the entrepreneur to conduct a completely legal business and be protected at the legislative level.

This is an individual entrepreneurship (IP), a limited liability company, (LLC), open and closed joint-stock companies (OJSC, CJSC).

Individual entrepreneur

An individual entrepreneur is the most common and easiest OPF, which any capable adult citizen of the Russian Federation can register. In exceptional cases, there may be a teenager who has reached sixteen years to register an IP. Registration of IP occurs without the formation of a legal entity.

The advantages of the IP are a simplified accounting of accounting, the absence of the need for a legal address. For registration, IP does not require the charter and the availability of authorized capital.

The disadvantage of the PI is its responsibility to his lenders to all its physical property.

Limited Liability Company

One individual and a group of founders can register ooo. To register Ltd, the compilation of the charter, authorized capital, which cannot be less than 10,000 rubles and a legal address, which cannot coincide with the address of the registration, but may not coincide with the address of the location of real production.

Participants of the LLC are responsible within the own share of the share capital, which ceases to liquidate the enterprise.

Joint Stock Company

To register joint-stock companies, there are regulations on the magnitude of the authorized capital, which between the participants of the AO through shares. The regulation also exists for the number of shareholders. In CJSC, the number of participants may not exceed 50 people. Otherwise, it becomes necessary to change the type of open joint-stock company or to transform into LLC. Registration occurs similarly to LLC, only the registration of AO is complemented by an item on the release of the primary package of shares.

And Ltd., and JSC are registered with the formation of a legal entity and can be eliminated or reorganized in accordance with the law. In relation to the IP, only the cessation of registration, the payment of PI debts is obligatory to their full repayment.

In any economic system, not only functions a huge number of firms, as mentioned above, but also there are a variety of types of them. This is primarily due to a variety ofways to save (minimize) transaction costs.

The company as a production unit and an entrepreneurial tool always has one or another organizational and legal form. From a legal point of view, under the company (enterprise), an independent economic entity is meant with the rights of a legal entity, which connects the factors of production - capital, land and labor under its control - with the purpose of the production of goods and services.

Legal form - This is a set of legal norms that determine the relations of the participants of the enterprise with all the world around. IN world Practice uses various organizational and legal forms of enterprises, which are determined by the national legislation of individual countries. The laws give these enterprises the status of a legal entity that possesses its own property and is responsible for its obligations with these property, has an independent balance, acts in civil circulation, in court, arbitration and arbitration court on its own behalf.

On existing legislation now in Russia There are the following organizational and legal forms of enterprises:

Fig. 1. Organizational and legal forms of enterprises

Concepts like MP (small enterprise), JV (joint venture), cooperativeNow they are considered outdated. They reflected not the legal status of the enterprise, and some of its economic features. So, MP is the characteristics of the enterprise for the number of employees. For example, according to Russian legislation in the field of services and trade, such is an enterprise with a number of operating from 15 to 25 people, in the field of science - up to 100 people, in industry and construction - up to 200. For which such a category as MP was allocated? All over the world, including us, there are small business support programs.

The concept of the joint venture is also a purely economic showing who created it. In our country, this form was used due to the fact that it was originally not fully clarity regarding the legal status of the joint venture. World experience suggests that about 90% SP is a limited liability company. Now in Russia and other CIS countries, joint ventures are also included in this category. The law also resolves the creation of a joint venture in the form of other societies.

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

· sole (private) firm;

· partnership (partnership);

· corporation (Joint Stock Company).

1. Protential-winning (sole) firm - This is the oldest form of business organization. As follows from the name, such a company is owned by an entrepreneur who buys in the market the factors of production in the market. In other words, a private-winged firm belongs one personwhich owns all its assets and is personally responsible for all its obligations (it is a subject of unlimited responsibility).

The owner of the classic private-winged firm is central FigureWith which the owners of all other factors of production (resources) conclude contracts. He usually owns the most important (intersecyful) resource. Such a resource can be both physical and human capital (special intellectual, entrepreneurial and other abilities).

The purpose of a private-recommended company is maximization of the owner's profits- income remaining after the implementation of all payments to the owners of factors. A private-winning company should be distinguished fromcapitalist firmcapital owners and the purpose of maximizing the return on invested capital. In addition, the functions of the entrepreneur on such a company usually performs the employee manager - manager.

Private-state firms have a number of important advantages, thanks to which they have gained widespread business in the world, but at the same time there are significant drawbacks.

To the number obvious advantages Below:

1) easy of organization. Due to its simplicity, a commercial enterprise based on sole ownership is created without much difficulty;

2) freedom of action of the owner of the company. He has no need to coordinate decisions with anyone (he is independent of all his affairs);

3) strong economic motivation (Obtaining the entire profit, more precisely, the revenue that remains one person is the owner of the company).

disadvantages sole firm:

1. limit of financial and material resources. This is due not only to the lack of equity, but also the difficulties of attracting credit resources. Lenders are extremely reluctant to provide loans to sole owners, believing that it is risky. Therefore, the main source of financing of private-winning activities is the savings of the owner and the funds made in the debt among relatives, close friends, etc. Over time, capital can be increased by putting the profit into business, however, in this case, the growth of the company will be slow. Therefore, according to its size, individual enterprises are usually small;

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

3. certain tax problems. They arise due to the fact that additional payments carried out by a private-seen company, such as medical insurance and life insurance, are not considered by the tax authorities of a number of countries by its costs and therefore are not subject to exclusion from profit when calculating the taxable base (corporation, on the contrary, use tax breaks With regard to such payments). The sole owner must pay such expenses from the profits remaining at his disposal after paying taxes;

4. difficulties in the transfer of property rights. No real estate of the sole enterprise, unlike the property of corporations, cannot be transferred to family members during the lifetime of the owner. This limits the maneuverability of the sole form of business organization, creates additional problems in capital accumulation;

5. unlimited responsibility of the owner For all obligations assumed by his company. If claims are presented to the firm, including in court, its owner is fully personal responsibility to the court. This means that for
complaints can be confiscated not only the property of the company, but also a personal property. The similar outcome happens
and in the case of bankruptcy for other reasons. All this puts the sole owner into a risky position.

Due to the listed reasons, individual enterprises are short-lived, most of them make up the firms that have emerged, as well as such specific institutions as shops and farms that remain effective due to a small scale of production. According to some reports, on average, from 10 emerged companies, 7 years have been terminated for 5 years.

Unlimited responsibility is the main lack of sole ownership. Therefore, 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 company becomes an organization that includes one or another number of people. What does limited responsibility mean? This means that if the firm lied somebody and cannot pay debts, then in this case it is possible to submit to the court only to the company, but not on its participants. What in this case will have to pay? Only the fact that the company owns. Specific forms of such enterprises (limited liability partnerships) are discussed below.

2. Partnership (partnership) . This company is similar to one-sole ownership in all respects, except that there is more than one owner. IN full partnership all partners are unlimited responsibility. They are jointly responsible for the obligations of the partnership. Persons who joined the already existing partnership are responsible along with old members for all debts, including those that have arisen before, before their entry into this partnership.

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

Overcoming in a certain sense, the financial and material limitations of sole ownership, the partnership creates some new inconveniences and difficulties. First of all, this refers to the selection of partners. Since one of the partners can link to a partnership with certain obligations, it should be carefully selected by partners. In most cases, there is a formal agreement, or an agreement on the partnership; 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 some of the partners or its exit from the partnership. Legally, the partnership terminates existence if one of the partners dies or comes out of it. In such cases, to resolve all the questions and restore the partnership is quite difficult.

Under the reasons mentioned, many consider aDMINISTURE OF A MAN-AREATING FORM OF BUSINESS.

The decision-making process is also difficult in partnerships, since the most important of them should be accepted by a majority vote. To simplify the decision-making procedure, a specific hierarchy is established, dividing partners into two or more categories to the degree of importance of a solution that each partner can take. It also defines the cases in which he must convey the right to make a decision by the firm.

A modified form of full partnership is a mixed (commandite) partnership. Its main feature is that along with one or several participants responsible for the creditors of the partnership to all their property, there are one or several participants, the responsibility of which is limited to their contribution to the Company's capital. Those participants who are responsible for the risk of all their property are internal members of society and are referred to as full comrades, or complementaries. The rest, who risks only within their contribution, are external participants (depositors) and are called criminativeists.

Affairs in the comdant partnership should be complementary. They are guided by society and represent it. Depositor partners do not participate in commercial operations. They are, strictly speaking, investors of the partnership. In terms of the internal relationships, the function of the management of the company is usually carried out with the consent of the commanders.

Many people are well known from the history, scientific and fiction titles "Johnson, Johnson and K °", "Ivanov, Sons and K °", etc. This is comdant partnerships. In modern conditions, the form of the comdant partnership is often used to finance enterprises engaged in real estate operations.

Commandit partnerships in some cases can produce shares to the amount of deposits of external participants. Such participants are called joint-stock criminalists, and society - a joint-stock employee.

For reasons of paying taxes, a limited liability company may be taken as the only complementaria to the comdant partnership. This formation is called commandable limited liability partnership. Its advantage is that in terms of taxation, it is a partnership, and from the point of view of civil law makes it possible to transfer unlimited responsibility to a limited liability company, which becomes the only carrier of unlimited liability and, as a rule, has only small capital.

In our country, the shape of a mixed commercial partnership has not yet been widespread, but it may be useful in some cases.For example, If a private person (person), having an idea and a solid enterprise, who decided to take this idea for weapons, do not have money for its implementation, a mixed partnership is created: a private person is included with limited liability, an enterprise with full. In this case, the company acts as a guarantor on a bank loan, which is controlled by a private person under the control of the company.

Limited partnership (limited liability company) is such an association that is formed on the basis of predetermined deposits of shareholders. Its members (individuals and legal entities) are not responsible for fulfilling the obligations of the Company, and risk only within their deposits. This is the meaning of the concept "limited liability". In the names of foreign firms, and now some of our we can often see the word "limited" (abbreviated LTD), which means "limited responsibility".

In limited liability companies in most cases exist close relationships between companions. For this reason, they are very suitable for organizing family enterprises. If all the property of society is concentrated in some hands, it becomes the "single person's society."

For the establishment of a limited liability company must be concluded memorandum of associationwhich defines the name of the company, the location and direction of the enterprise activities, and also indicate the size of the authorized capital and the equity participation in the members of the Company.

Minimum amount of authorized capital In different countries, it is distinguished: in Austria, it is 500 thousand shillings, in Germany 50 thousand brands, in Hungary - 1 million forints,in Russia - 10 thousand rubles , in Ukraine - 869 hryvnia. In addition to cash, the establishment of society with deposits in the form of material values \u200b\u200b(cars, land plots, licenses).

The rights of members of society are implemented on meetings of members of the Companywhich are held at least one or twice a year. The meeting has the right to take the most important decisions, in particular to approve the annual balance, to determine the distribution of profits, amount to cost estimates, elect and re-select the director of the Company, give him instructions on the most diverse issues. Control over the activities of the Company carries out audit committee (In Western countries - the Supervisory Board), members of which are appointed by the General Meeting.

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

The main distinguishing feature of this form of business organization is that the joint-stock company acts independently of his owners. The responsibility of members of society, which is called shareholders is limited to the nominal value of the shares acquired by them.

Limited liability is important advantage compared to sole ownership or partnership. Joint-stock company can attract funds from its own behalf, without landing unlimited responsibility on its members. Consequently, in the event of claims to joint-stock society, the law prohibits the confiscation of the personal property of his owners.

Shareholders are entitled to the share of corporation revenues. Part of the profit paid by the owner of the shares is called dividend. That part that is not paid as dividends is called retained profit.

Dividends are traditionally calculated as a percentage of the nominal value of the action, and in recent years in some countries - in the absolute amount per share (which is more reasonable). Dividends in the form of shares ("bonus" issues) do not provide cash payments. From the point of view of attracting new share capital, income in the form of dividends are the main component of the cost of such capital.

Another important advantage of the corporation is an the right of shareholders to transfer their shares to other persons(If these are not registered shares). In addition, the Corporation continues its activities and in the event of the death of individual shareholders, and when any of the shareholders wishes to sell their own package.

Joint stock companies are two types - Open and closed.

Sharesopen societies Apply to free sale on the conditions established by laws and other legal acts. Open-type joint stock companies are created to collect high capital. Shares of such a society can be quoted on the stock exchange. This implies the full openness of society and careful control over its activities. Open Joint-Stock Company is obliged to publish annually to universal information Annual report, balance sheet, profit and loss account.

Joint-Stock Company, whose shares are distributed only among its founders or another predetermined circle of persons, admits closed. Such a society on Russian legislation is not entitled to hold an open subscription to the promotions produced by him. The number of participants in the Closed Joint Stock Company should not exceed the number established by the Law on Joint-Stock Companies; Otherwise, it is subject to transformation into an open joint-stock company during the year, and after this period - liquidation in court, if the number of shareholders does not decrease to the limit established by law.

Due to these reasons, the Joint Stock Company of the Closed Type is the most appropriate legal form for enterprises such as medium industrial and commercial organizations, for which large funds are not required; Risky (venture) firms. The latter are created to work out any new commercial idea by a group of persons who are ready to finance the enterprise until it becomes clear that it is necessary to attract additional capital through the securities market and become an open joint-stock company. In business practice, joint-stock companies of the closed type are much more numerous than the company of an open type, although the average capital size is noticeably more in the latter.

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

The first predecessors of joint stock companies appeared in the XV-XVI centuries. When were createdbanks of St. George in Genoa and St. Amvrosia in Milan. In the XVII century Large trading companies emerged: the Dutch East India Company (1600), the French "Dz and Oksidantal" company (1628). By this time, the appearance of such a very well-known concept of "action", which first occurring in the charter of the Dutch East India Company, whose participants were called shareholders were called.

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

An important reason for the widespread dissemination of joint-stock companies is the ability to concentrate in their frames of giant capital, which allows to solve the most complex economic problems. The essential advantage of joint-stock companies compared to other types of partnerships is also the availability of a market where you can freely buy or sell securities. All this predetermined widespread joint-stock companies in industry, trade, banking and insurance business, in other fields of economics. The exception is only agriculture, where joint-stock companies due to the specifics of the industry did not receive widespread development. Only in the United States now there are over 3 million corporations producing most of the country's gross national product.

One of the shortcomings of the joint stock company can be considered the procedure for paying taxes providing for double taxation: Income taxes that reduce the amount of income due to shareholders and taxes from dividends received by the owners of the shares.

Less important disadvantages include time Costs for Joint Stock Companyand Bureaucratic proceduresthat need to go through the process of creating society.

In economic nature, a method of organizing and activity, a joint stock company is a form of collective entrepreneurship. However, the separation of the authorized capital on a certain number of equal shares (shares), which may acquire different persons, gives joint-stock form the nature of private enterprises.

Cooperative - This is a society whose activity is directed in principle not to receive income, but to assist and promote members of society.

The founders of modern cooperatives are 28 workers from the city of Rochdale (England). In 1844, saving several pence a week, they collected initial capital of 28 pounds, which was removed the store and began a small trade in flour, oatmeal, sugar, butter and candles. Profit from this enterprise was divided between members in proportion to the number of purchases of their purchases.

Such societies were called consumer cooperative societies. Along with them exist production cooperative societies created by manufacturers. In Russia, cooperatives were distributed primarily in production activities, in the service sector and the trade and intermediary area. For the cooperative form of entrepreneurship is characteristic close connection of members of the cooperative with the cooperative itself. Cooperative is a legal entity, and therefore the subject of law.

In modern business practices, cooperatives on the turnover occupy a relatively small proportion, although they are common in many countries. This is explained by a number of circumstances, and above all, the fact that in cooperative enterprises there is a tendency to "Decitalization" of income, What reduces production efficiency, restrains the innovative process, makes structural transformations.

On the other hand, this form has obvious advantages, among which one of the important is high motivation due to the unity of property and labor. But it acts only if instead of an impersonal "collective property", which, in essence, means the property of the team, there is the property of members of this team. In the US, for example, the term "ownership of the employee" is used to characterize such enterprises. It is much more accurate as the ownership of the employee is a type of private property, different from the classical private property by the fact that the owner must simultaneously work at the enterprise co-owner, and there is a certain mechanism that ensures its participation in the management of the enterprise.

It should be noted that in the United States to the property of workers is transformed not state, but private. Moreover, this process is in every way to be encouraged, because, according to available data, labor productivity at enterprises with the property of workers is 10% higher than on other types of enterprises. The US Congress has been adopted by more than 20 federal laws in recent years, primarily by tax benefits that stimulate the development of ownership of employees. Now there are more than 11 thousand enterprises in the country, which are fully or partially owned by workers. They work about 12 million people. There were several centers dealing with the problems of ownership of workers both in theoretical plan and in a purely applied.

The basis of the emergence and development of this kind of collective private entrepreneurship lies scientific and technical revolution. It caused the development of high-tech industries, increased the role and proportion of intellectual labor workers. It is impossible to set the rhythm of work with the help of a conveyor, and the most common control over their work is ineffective. Such employees work with returns only when they have appropriate motivation. The position of the owner is best contributes to the emergence of such motivation. As a result, dozens first began to appear, and then hundreds and thousands of firms in which only a few people sometimes work. But this fragmentation is compensated by the fact that an increasing number of people participates in public production not just as hired workers, but as hosts that have completely different incentives for labor.

In large industries, which for technological reasons cannot be divided into small private enterprises, the problem is solved by transforming traditional private property to the ownership of employees. Moreover, the supporters of such a transformation are often the entrepreneurs themselves, who understand that by giving way to their employees who belong to them with their employees, they increase the effectiveness of their labor and is more than compensated for that part of the profit, which they will have to give the co-owners in the form of dividends.

In Russia and other CIS countries, enterprises based on employees are only created.The attitude towards them in society is ambiguous. Among scientists, for example, there are a lot of critics "People's Enterprises"Appeal often to the Yugoslav experience of the "working self-government", which, as you know, has not regained the time check. However, the main thing is overlooked: in Yugoslav's experiment, the property of workers was not created and was not used. There was a dismantuous collective property, which really did not belong to either employees or the state.

The relationship of labor collectives in our country to "people's enterprises" is very friendly, which means that during further privatization they will get widespread. But that such companies do not become a kind of Soviet collective farms, it is necessary to comprehensively with the study of the Western experience of their organization. And today this experience is not limited to American. At one time, the EU Council adopted recommendations on the implementation of programs for the transition to "Property of the Employees" (ECAP Program) in all Western European countries. As a privatization method, the ECAP program began to be widely used in Poland, Hungary, the Czech Republic, Slovakia.

At the same time, it would be a mistake to distribute enterprises with working property to the entire economy. Western countries therefore achieved success in socio-economic and scientific and technical development, which created the conditions for the development of various forms of ownership and entrepreneurship. In the same United States of 19 million of various enterprises 70% are individual property enterprises, 10% of partnerships (owned by two or more persons), 20% of corporations or joint-stock companies.

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

In the mid-80s, the share of public sector enterprises in the creation of value added was: in Czechoslovakia - 97%, in GDR - 97,in the USSR - 96In 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 US - 1%.

From the given data it can be seen that in the so-called socialist countries dominated the "state economy", while in the Western world the state was assigned a relatively limited field of activity. However, by the standards of a market economy, the scale of activity was too large, which prompted the Government of Western countries to go along the path of privatization. This privatization does not carry such a grand nature, as in Eastern European countries and the CIS, but the most important trend towards the expansion of non-state economy.

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

For example, in Italy The list of largest industrial enterprises is headed by state organizations -Iri(valid in ferrous metallurgy, ship and mechanical engineering, aviation, automotive, electro, electrical and other industries, sea and air transport, telephone and telegraph communications, radio and telecommunications), Ein(oil and gas production, trade in petroleum products);in France - Elf-Akiten(oil production and refining, petroleum products, chemical industry, health, perfumery and cosmetics), "Renault"(releases passenger and trucks, sports cars) ; in Finland - "Nest" (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 explanation of some problems of its economic content, occurrence and organizational design.

Signs of the state enterprise. The state enterprise is a production unit characterized by two mains death.

First It is that the property of such an enterprise and the management of them is 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 undisguised authority to dispose of them and make decisions, or unite with private entrepreneurs, but affect them and control them.

Secondconcerns the motives for the functioning of the state-owned enterprise. In its activity, it is guided not only by the search for the greatest profit, but also to the desire to satisfy the public needs, which can reduce economic efficiency or even lead in some cases to losses that, however, are justified.

Legal entities, along with physical, are full subjects of civil legal relations. Legislation provides certain order Creation and activities of these subjects. As a rule, to create a company, it is necessary to accept the appropriate decision, the charter, register it, come up with a name, etc.

But despite the presence of a tedious and long formal process of creating firms, it is they who are the most popular way to combine individuals and their contributions.

Individuals, creating firms, first of all pursue certain goals. These goals are predetermined by the organizational and legal form of companies.

Exists two main types of legal entities:

1. Commercial.
2. Non-commercial.

Why do you need a similar classification

The foundation classifications of legal entities - the goal of their activities. It is primarily necessary to determine the differences in the directions of their activities.

In particular, commercial organizations can be described as legal entities whose goal is considered acquisition of certain income. A non-profit organization is a legal entity whose goal is not considered to acquire income, and the income received is not distributed among its participants.

It is on the basis of this classification that legislation provides for certain regulation and the peculiarities of this or that type of legal entity. For example, a commercial company must have a corporate name. This requirement is not presented to a non-commercial organization.

Or non-commercial organizations can only engage in business activities only in exceptional cases, and commercial, in turn, cannot carry out activities in no commercial purposes (social, religious, etc.).

Legal form and characteristics of a commercial organization

As already mentioned, the main purpose of such companies is considered getting some income.

Economic partnerships

These commercial organizations have a certain authorized capital, divided into shares.

Economic partnerships, in turn, are full or based on faith. And household societies are joint stock and with limited liability.

Each of the above types of companies has its own characteristics.

The characteristic features of the full partnership is that the participants are fully responsible to the creditors for its activities. Thus, due to the company's activities, its participants can lose their own property. It - the most risky type of organization.

But a more risky type of organizational and legal form is the partnership for faith. Here, except for the participants there are also several depositors who are not engaged in the company's activities, but at the same time carry all possible risks of loss of their contribution due to the activities of the company.

Precisely because of the big level of risk the above organizational and legal forms do not enjoy popular Among citizens. AO and Ltd. are considered more popular. These two types of companies are very similar to each other.

Ltd. and OJSC

Ltd - Society in which each participant has a certain share and carries the risk of losing exclusively of this share. Thus, the participant does not bear any responsibility for the activities carried out by the firm, and, accordingly, there is no risk of losing his property.

The same can be said about JSC. Only in this case the participant is the owner of a certain number of shares. Joint stock companies are public and closed. With the joint-stock company, the shares are distributed among its founders or among people whose circle has been determined in advance, and public joint-stock companies have public right to place shares.

Production cooperative

Next Organizational and Legal Form - production cooperative - Voluntary union of individuals in order to achieve certain production or other purposes. At the same time, the peculiar feature is that they are based on personal labor or other participation of citizens.

Peasant or farming

The new organizational and legal form is peasant (farmer) economy. In this case, the company is created by citizens to implement agricultural activities.

Municipal and state unitary enterprises

Special Organizational and Legal Form - municipal and state unitary enterprises. They do not have ownership of property attached to them.

Of course, everyone chooses the type of organization that is most suited to its needs and requirements, because civil law gives a similar opportunity.

The main purpose of the activities of such organizations is not receiving income. People are united into non-commercial organizations for the implementation of religious, legal, cultural purposes, etc.

These legal entities can be created as cooperatives, public organizations or movements. Various associations and alliances, religious organizations, associations of owners of real estate owners, Cossack societies, communities of small peoples, public legal companies, lawyer chambers, foundations, institutions, etc. are also considered to be non-profit

The main objectives of these organizations are envisaged in their statutes. At the same time, the organization must clearly follow the goals and areas of activity that were recorded in this document.

The main characteristic feature of such companies is what they can have unlimited number of participants. The more participants have a non-profit organization, the stronger it is considered.

At the same time, each of the participants, in essence, can participate in the management process. In particular, all participants have the full right to participate and voting in the General Meeting.

Of course, the Charter of Organizations provides for the entire range of powers of the general meeting of participants, but, as a rule, it is quite wide and includes basic important questions regarding the management of the Organization.

It is also necessary to take into account the fact that it is with the help of this organizational and legal form that citizens implement their constitutional right to unite.

To date, not only political parties are particularly popular, which unite the political views of citizens, but also non-commercial organizations whose activities are aimed at protecting the rights and legitimate interests of citizens.

Activities without education of a legal entity

Entrepreneurial activity can also be engaged without the formation of a legal entity.

One of the similar methods is registration as an individual entrepreneur. IP is a full-fledged subject of civil relations. As an individual entrepreneur can be any individual who has reached the age of majority. To do this, it is enough to receive state registration.

A feature of individual entrepreneurship is that the IP is responsible to all its property. It - the only flawSince in the presence of debt at the IP, it can also lose that property that was acquired as an individual, i.e. At the time when a citizen was not engaged in entrepreneurship, and the property was acquired at the expense of his personal funds (salary, savings, etc.).

But the IP may be freely engaged in almost any entrepreneurial activity, this does not require a charter or any other document, as needed in the case of the registration of Yul.

Another form of entrepreneurship without creating a company - branches and representative offices. The branch carries out all the functions of a legal entity, and representation is the presentation and protection of the rights and legitimate interests of the company.

From the above, it can be concluded that the current legislation gives great opportunities keeping both business and commercial and non-commercial activities. Everyone has the opportunity to choose the organizational and legal form of activities that fully complies with the requirements and capabilities.

The choice of ownership is considered in this video.

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

What is opf

Organizational and legal form (OPF), or as it is sometimes called, "a business form", this is a way of ownership and use of property (for some orders), and, based on this, the goal of creating and conducting activities.

Since legal entities can be divided into commercial and non-commercial, goals may vary here:

• Profit receipt - for commercial;
• Public interests, education, enlightenment, etc. - for non-commercial.

Commercial legal entities, in turn, are divided into:

• Economic partnerships and society - with the right of ownership, use and orders by property;
• Unitary enterprises - with the right of economic management or operational property management. They cannot manage them.

We will analyze on the example. The most common case of commercial JUR. Persons - LLC, or limited liability company:

• Society is the type of commercial organization, namely the economic society.
• Limited liability means that society is responsible for its obligations within its property and share capital. True, no one canceled the subsidiary responsibility of his controlling persons.

Types of organizational and legal forms

It is easier to bring everything in a table:

PLAN

Introduction The essence of organizational and legal forms.

Organizational and legal forms of organizations (OPF):

1. Legislative acts of the OPF.

   OPF classification.

   Features of the OPF. Advantages and disadvantages.

The role of the choice of OPF in the organization of the organization.

Bibliography.

Introduction

The organizational legal form of the Organization is called the form of an economic entity, a fixing method for the consolidation and use of property by an economic entity and arising from this its legal status and objectives. Economic entities include any legal entities, as well as organizations operating without the formation of a legal entity, and individual entrepreneurs.

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

the status of an entrepreneur;

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

and the mechanism of property responsibility, which in turn is the mechanism of control by the state and the impact tool.

In each country, there are its organizational and legal forms of doing business, which have clear characteristics and tough compliant requirements.

The need to create an OPF and the mandatory registration of individuals and legal entities is related to the existence of a large number of informal and underground business: "underground production", entrepreneurship that does not meet standards avoiding paying taxes, pirate use of the brand, etc.

The need to select the OPF occurs every time with:

creating a new enterprise;

converting an existing one.

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

Organizational and legal forms of organizations.

Legislative acts of the OPF.

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

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

OPF classification.

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

legal entities that are commercial organizations;

legal entities that are non-profit organizations;

organizations without the rights of a legal entity;

individual entrepreneurs.

Based on entrepreneurial objectives, business entities that are legal entities are divided into organizations that pursue the extraction of profits as the main goal of their activities ( commercial organizations ) or not having an extraction of profit as such a goal and not distributing the profit between participants ( non-commercial organizations ).

Legal persons who are commercial organizations can be created in the form of economic partnerships and societies, manufacturing cooperatives, state and municipal unitary enterprises.

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

To business entities that are not legal entities, but having the right to carry out their activities without the formation of a legal entity These include mutual investment funds, offices, branches and other separate divisions of legal entities, peasant (farms) (from January 1, 2010), as well as simple partnerships.

TO individual entrepreneurs Citizens carry out their activities without the formation of a legal entity.

Figure 1. The scheme of organizational legal forms existing today in the Russian Federation are presented.

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

Features of the OPF. Advantages and disadvantages.

Using the scheme depicted in Figure 1., we will give a characteristic of existing organizational and legal forms.

I. . Commercial organizations - Organizations, the main purpose of which is to receive profits and the distribution of it between the participants. These include:

but) Economic partnerships- K.omemic organizations in which deposits into share capital are divided into the share of founders. There are a complete partnership and a partnership on faith.

Full partnership ( PT) - a partnership, whose participants (full comrades) on behalf of the partnership are engaged in entrepreneurial activities and are responsible for its obligations not only with their contributions to the share capital of PT, but also by the property belonging to them.

Pros and cons: PT participants must have high qualifications, use mutual confidence. In compliance with these requirements, management has high efficiency, efficiency. If the participants do not meet these requirements, then the likelihood of different kinds of negative consequences is high.

Partnership on faith (TNV) - A partnership, in which, along with full comrades, there is at least one participant of another type - the depositor (a commemistist), which does not participate in business activities and carries the risk only within its contribution to share capital TNV.

Pros and cons: Management is capable of efficiency. Full comrades should be like-minded people, enjoy the confidence of investors, have high qualifications and a developed sense of responsibility. Otherwise, the likelihood of various kinds of negative consequences is high.

b) Economic societies -toommic organizations in which the contributions to the share capital are divided into the shares of the founders. Exist:

Limited Liability Company (LLC) - Economic society, whose participants do not respond to its obligations and bear the risk only within their contributions to the authorized capital. Provides one type of membership - participant. They may be a physical or legal person (their possible number - from 1 to 50). Controls: general meeting of participants, Directorate. The number of votes by agreement of the participants are negotiated in the constituent documents (recommendation: in proportion to the share in the authorized capital). Participants bear the risk of losses within the value of contributions made by them in the authorized capital of the Company. Profit directed to dividends is distributed among the participants in proportion to their shares in the authorized capital. When leaving the participant has the right: get a share of money, in kind, to pass part of it or the whole other (participants in this have the advantage of the right to third parties).

Pros and cons:If the number of participants exceeds 15-20, the sense of ownership and the efficiency of management decreases. Ltd. is preferably if the participants do not want to transfer all the rights to manage the narrow circle of persons. The fact of material responsibility for obligations within the Company's property reduces interest to creditors.

Society with additional responsibility (ODO) - Economic Society, whose participants agree in solidarity (full) responsibility for its obligations to their property in the same time to all the amount to the cost of their contributions to the authorized capital.

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

Open Joint Stock Company (OJSC) - Economic society, the authorized capital of which is divided into a certain number of shares, the owners of which can alienate the part belonging to them without the consent of other shareholders. Shareholders carry risks only within the value of the shares belonging to them. Management Communities: General Meeting of Shareholders, Supervisory Board, Board (Directorate) led by Chairman (Director). The share of privileged (non-voting) shares should not exceed 25%. Profit directed to dividends is distributed among shareholders in proportion to the number of shares belonging to them.

Pros and cons: The number of shareholders is not limited. Preferably, if necessary, carrying out large caps (by attracting potential investors in participants).

CLOSED JOINT-STOCK COMPANY (CJSC) - Joint-stock company whose shares are distributed only among its founders or another predetermined circle of persons. Shareholders of the CJSC have the preemptive right to acquire shares sold by their shareholders. Shareholders carry risks only within the value of the shares belonging to them.

Pros and cons:This form is preferable if: Participants do not want to entrust the control of the narrow circle of qualified workers (or if there are no); Participants want to limit their composition in advance by a certain circle of persons.

in) Production cooperatives - D.civil Association of Citizens on the basis of membership for joint production or other economic activities based on personal labor participation and the association of its members of property deposits (in the Pass Foundation of the Cooperative):

Agricultural Artel (collective farm) (SEC) - Cooperative created for the production of agricultural products. Provides 2 types of membership: a member of a cooperative (working in a cooperative and has the right to vote); Associated Member (has the right to vote only in certain cases provided by law).

Pros and cons:The number of participants is limited only by the lower limit - 5 people. If the number of participants exceeds 15-20, the sense of ownership is reduced. SEC is preferred if the participants do not want to entrust the control of the narrow circle of qualified workers (or if there are no). Office is not prompt enough. Each participant, regardless of the size of the contribution, has 1 vote (the risk is not proportional to the contribution).

Fisherman Artel (collective farm) (RPK) - Cooperative created for the production of fish products. Provides 2 types of membership: a member of a cooperative (working in a cooperative and has the right to vote); Associated member (the right to vote is endowed only in certain cases provided by law).

Cooperative Economy (Coophoz) (SCH) - Cooperative, created by the heads of KFH and (or) by citizens leading personal subsidiary farms, for joint activities for the production of agricultural products, based on personal labor participation and combining their property deposits (land plots of KFC and LPH remain in their property).

d) Unitary enterprises - Unitary is recognized as an enterprise, which is not entitled to ownership of property assigned to him. Unitary can only be state and municipal enterprises:

State (Kazenary) Enterprise (GKP) - Unitary enterprise based on the right of operational management and created on the basis of property located in the federal (state) property. The state enterprise is created by the decision of the Government of the Russian Federation.

Pros and cons:The company may receive assistance from the state. However, management and other employees of the enterprise will not be sufficiently interested in effective work. GKP, as a rule, are not able to compete with private enterprises.

Municipal Enterprise (MP) - Unitary enterprise, based on the principle of economic management and created on the basis of state or municipal property. It is created to solve an authorized state body or local government.

Pros and cons:similar to GKP.

II. . Non-commercial organizations - Organizations, not pursuing the purpose of profit and not distributing the profit between participants:

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

Public and religious organizations - Voluntary association of citizens based on community interests to meet spiritual or other intangible needs. It is entitled to carry out entrepreneurial activities only to achieve the objectives of the organization. Participants do not retain the ownership of the property transferred to the organization.

Funds - An organization that does not have membership established by citizens and (or) legal entities based on voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. It is entitled to engage in entrepreneurship for the implementation of its goals (including by creating economic societies and participating in them).

Institutions - The organization created by the owner for the implementation of management, socio-cultural or other functions of a non-commercial nature and they financed in whole or in part.

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

The role of the choice of OPF in the organization of the organization.

When choosing the organizational and legal form of the future enterprise, it is necessary to take into account their features in order to not find that for conducting any economic operation or a solution to a certain task, it is necessary to re-register the company.

To select the OPF, it is necessary to take into account the following aspects of the future enterprise:

Goals and types of activities, the ability to extract profits;

• Profit distribution;

• Responsibility of founders (participants);

• Taxation;

• Accounting and reporting;

• Minimum property of the organization;

• The possibility of participants to obtain a part of the property of the organization upon leaving it and during its liquidation;

• Management type and enterprise number.

Thus, the choice of organizational and legal form plays an important role not only in the process of registration of legal entities, but also in the future functioning of enterprises. The convenience of managing the organization, investment security, confidentiality of information on founders and much more is directly selected from the proper selection of organizational and legal form. legal forms enterprises (4)Abstract \u003e\u003e Economic theory