Civil law forms of enterprise organization. Legal form of an enterprise, organization

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Business entities are any legal entities, as well as organizations operating without forming a legal entity, and individual entrepreneurs.

The organizational and legal form is understood as a way of fixing and using property by an economic entity and its legal status and goals arising from this. entrepreneurial activity.

Based on the goals of entrepreneurial activity, economic entities that are legal entities are divided into organizations that pursue profit making as the main goal of their activities (commercial organizations) or do not have profit making as such a goal and do not distribute the profits among participants (non-profit organizations) .

Civil Code Russian Federation types of organizational legal forms enterprises. On fig. 1.1 presents the structure of organizational and legal forms.

Rice. 1.1.

The description and definitions of organizational and legal forms will be presented in the form of table 1.1.

Table 1.1. The structure of organizational and legal forms provided for by the Civil Code of the Russian Federation

Name of OPF

Short title

Definition

Commercial organizations

Organizations whose main goal is to make a profit and distribute it among the participants

Business partnerships

Commercial organizations in which contributions to the share capital are divided into shares of the founders

General partnership

A partnership whose participants (general partners) on behalf of the partnership are engaged in entrepreneurial activities and are liable for its obligations not only with their contributions to the share capital of the PT, but also with their property

Faith partnership

A partnership in which, along with general partners, there is at least one participant of a different type - a contributor (limited partner), who does not participate in entrepreneurial activities and bears risk only within the limits of his contribution to the share capital of TNV

Business companies

Commercial organizations in which contributions to authorized capital divided into shares of founders

Limited Liability Company

A business company, the participants of which are not liable for its obligations and bear the risk only within the limits of their contributions to the authorized capital of the LLC

Additional Liability Company

A business company, the participants of which jointly and severally bear subsidiary (full) liability for its obligations with their property in the same multiple for all of the value of their contributions to the authorized capital of the ALC

Public corporation

A business company, the authorized capital of which is divided into a certain number of shares, the owners of which can alienate their part without the consent of other shareholders. Shareholders bear risk only to the extent of the value of their shares

Closed Joint Stock Company

A joint-stock company whose shares are distributed only among its founders or other predetermined circle of persons. Shareholders of a CJSC have a pre-emptive right to acquire shares sold by its other shareholders. Shareholders bear risk only to the extent of the value of their shares

Subsidiary business company* (subtype of business company, not OPF)

A business company is recognized as a subsidiary if the decisions it makes, due to one circumstance or another, are determined by another business company or partnership (predominant participation in the authorized capital, according to an agreement or otherwise)

Dependent economic company (a subtype of a business company, not an OPF)

A business company is recognized as dependent if another company has more than 20% of the voting shares of a joint-stock company or more than 20% of the authorized capital of a limited liability company (LLC)

Production cooperatives

Voluntary association of citizens on the basis of membership for joint production or other economic activity based on personal labor participation and the association of property share contributions by its members (to the cooperative's share fund)

Agricultural artel (collective farm)

A cooperative created for the production of agricultural products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (has the right to vote only in certain cases provided for by law)

Fishing artel (collective farm)

A cooperative established for the production of fish products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (the right to vote is vested only in certain cases provided for by law)

Cooperative farm (koopkhoz)

A cooperative created by the heads of peasant farms and (or) citizens leading personal subsidiary plots for joint activities for the production of agricultural products based on personal labor participation and the unification of their property share contributions (land plots of peasant farms and private household plots remain in their ownership)

Unitary enterprises

A unitary enterprise is recognized as an enterprise that is not endowed with the right of ownership of the property assigned to it by the owner. Only state and municipal enterprises can be unitary

State (state) enterprise

A unitary enterprise based on the right of operational management and created on the basis of property that is in federal (state) ownership. A state-owned enterprise is created by decision of the Government of the Russian Federation

municipal enterprise

A unitary enterprise based on the right of economic management and created on the basis of state or municipal property. It is created by decision of the authorized state body or local self-government body

Peasant (farm) economy*

The legal form of the organization of agricultural production, the head of which since its state registration recognized as an individual entrepreneur, endowed with the right to make all decisions on its management, bears full responsibility for her obligations. Within the framework of the KFH, its members unite their property, take part in its activities by personal labor. For the obligations of the KFH, its members are liable within the limits of their contributions

Non-Profit Organizations

Organizations that do not pursue the goal of making a profit and do not distribute the profits received among the participants

consumer cooperative

Voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of participants, carried out by combining property shares by its members. Provides 2 types of membership: member of the cooperative (with the right to vote); associate member (has the right to vote only in certain cases provided for by law)

Public and religious organizations

Voluntary association of citizens on the basis of common interests to meet spiritual or other non-material needs. The right to carry out entrepreneurial activities only to achieve the goals of the organization. Participants do not retain ownership of the property transferred to the organization

An organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The right to engage in entrepreneurial activities to achieve their goals (including through the creation of business companies and participation in them)

Institutions

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

Associations of legal entities

Associations (unions) created by legal entities in order to coordinate business activities and protect their property interests. Members of the association retain their independence and the rights of a legal entity

Next, we will consider information characterizing the main provisions of organizational and legal forms: types of membership, existing restrictions, constituent and other documents required for registration, bodies and basic principles of management, the degree of responsibility of participants for the obligations of the enterprise, the nature of the distribution of profits based on the results of economic activity, the procedure for exit participant and settlements with them, positive and negative aspects (table 1.2).

Table 1.2. The main characteristics of the organizational and legal forms provided for by the Civil Code of the Russian Federation

LLC (limited liability company)

Membership types, restrictions

Registration documents

Control

Controls: general meeting participants, management. The number of votes by agreement of the participants is specified in the constituent documents (recommendation: in proportion to the share in the authorized capital).

A responsibility

Participants bear the risk of losses within the value of their contributions to the authorized capital of the company.

Upon withdrawal, the participant has the right: to receive a share in money, in kind, to transfer part of it or all of it to another person (participants in this have an advantage over third parties).

ALC (additional liability company)

Membership types, restrictions

Provides one type of membership -- member. It can be an individual or a legal entity (their possible number is from 1 to 50). Another company cannot be the only member if it consists of 1 person.

Registration documents

Charter, memorandum of association, minutes of the organizational meeting, application for registration

Control

Governing bodies: general meeting of participants, management. The number of votes of a participant is proportional to the share of his contribution to the authorized capital (unless otherwise provided).

A responsibility

Participants are jointly and severally liable with their property in an equal for all multiples of the value of their contributions. Responsibility for the obligations of the bankrupt participant is transferred to other participants.

The profit allocated for dividends is distributed among the participants in proportion to their shares in the authorized capital.

When leaving the ALC, the participant has the right: to receive his share in money, in kind, to transfer part of it or all of it to another participant (participants in this have a preemptive right over third parties).

CJSC (closed joint stock company)

Membership types, restrictions

One type of membership is a shareholder. It can be an individual or a legal entity (the number is not limited). Another company cannot be the sole shareholder if it consists of 1 person. Shares are distributed only among the founders or a predetermined circle of persons.

Registration documents

Control

A responsibility

In order to “leave” a CJSC, a shareholder sells his shares to the company or its shareholders. A shareholder leaving for the creation of a peasant farm is allocated a land plot and property in accordance with the charter.

JSC (open joint stock company)

Membership types, restrictions

One type of membership is a shareholder. It can be an individual or a legal entity (the number is not limited). Another economic company cannot be the sole shareholder if it consists of 1 person.

Registration documents

Charter, memorandum of association, application for registration

Control

Governing bodies: general meeting of shareholders, supervisory board, board (management) headed by the chairman (director). The share of preferred (non-voting) shares must not exceed 25%.

A responsibility

Shareholders are liable to the extent of the value of their shares.

Dividend profit is distributed among shareholders in proportion to the number of shares they own.

In order to "leave" the OJSC, the shareholder sells all his shares to any person. A shareholder leaving for the creation of a peasant farm is allocated a land plot and property in accordance with the charter.

DHO (subsidiary business company)

Membership types, restrictions

Participants can be individuals and legal entities (partnerships, companies). DHO does not have the right to independently determine its decisions, as it depends on another economic (main or parent) company, partnership.

Registration documents

Charter, memorandum of association, application for registration

Control

A responsibility

The participant (main or parent company) is liable for the debts of the DHO, if they arose due to his fault. DHO is not liable for the participant's debts.

The profit allocated for dividends is distributed among the participants in proportion to their shares in the authorized capital.

ZHO (dependent economic company)

Membership types, restrictions

Participants can be individuals and legal entities (companies). A business company (JSC or LLC) is recognized as dependent if: more than 20% of the voting shares of the JSC or more than 20% of the charter capital of the LLC belongs to another, the so-called. dominant or participating society. The number of participants is not limited.

Registration documents

Charter, memorandum of association, application for registration.

Control

Governing bodies: meeting of participants, board, chairman.

A responsibility

The Participant is liable within the limits of the value of his shares or stake in the charter capital of the WCO.

Profit allocated to dividends is distributed among the participants in proportion to the number of shares they own or shares in the authorized capital.

In accordance with the constituent documents, depending on the type of OPF.

TNV (faith partnership)

Membership types, restrictions

There are two types of membership -- full fellow and contributor. General partners can be individual entrepreneurs (IE) and (or) commercial organizations. Contributors can be citizens and legal entities. There must be at least 1 general partner and 1 contributor in TNV. You can only be a general partner in one partnership. The number of general partners and contributors is not limited.

Registration documents

Memorandum of association, minutes of the organizational meeting, applications from general partners (they become individual entrepreneurs), application for registration of TNV

Control

Governing bodies: meeting of general partners, authorized (director) TNV. The number of votes of general partners, as agreed by the parties, is stipulated in the memorandum of association (recommendation: in proportion to shares in the share capital).

A responsibility

General partners are liable with all their property, investors - the risk of loss in the amount of the value of their contributions to the share capital.

Profit allocated to dividends is distributed among general partners and investors in proportion to their shares in the share capital. First of all, dividends are paid to investors. The amount of dividend per unit of contribution for general partners cannot be higher than for investors.

When leaving the TNV, the general partner receives a share in the share capital, and the investor receives the value of his contribution. A general partner has the right: to transfer part of the share or all of it to another participant (to a third party - with the consent of the general partners). the depositor does not need such consent.

PT (general partnership)

Membership types, restrictions

One kind of membership is a full comrade. They can be individual entrepreneurs (IP) and (or) commercial organizations. A person can only be a member of one PT. The number of participants is at least two.

Registration documents

Memorandum of association, minutes of the organizational meeting, applications for IP and registration of PT.

Control

Governing bodies: meeting of participants, authorized (if provided). Each participant has the right to represent the partnership, has 1 vote, and the decision is considered adopted if approved by all participants (unless otherwise stipulated in the MD)

A responsibility

Participants jointly and severally bear subsidiary liability with their property for the obligations of the PT (including those who are not the founders).

The profit allocated for dividends is distributed among general partners in proportion to their shares in the share capital.

When leaving the PT, the participant has the right: to receive the value of his share in the UK (in kind - by agreement), to transfer part or all of it to another participant (to a third party - with the consent of the other general partners).

SPK (agricultural production cooperative)

Membership types, restrictions

There are two types of membership - a member and an associate member (they can only be individuals). The minimum number of members of the SPK is 5 people.

Registration documents

Control

Governing bodies: general meeting of members; supervisory board (elected if the number of members is at least 50); board (or chairman). Associate members have the right to vote only in certain cases. Each member of the cooperative has 1 vote.

A responsibility

The cooperative is liable for its obligations with all its property. Members of the cooperative bear subsidiary liability for the obligations of the cooperative in the amount provided for by the charter of the cooperative, but not less than 0.5% of the required share.

The profit distributed among the participants is divided into 2 parts: dividends paid in proportion to the contributions of associate members and additional shares of members; cooperative payments issued to members in proportion to labor participation.

When withdrawing from the SEC, the participant has the right: to receive the value of his share contribution in money, in kind, to transfer part or all of it to another Participant (to a third party - with the consent of the other participants).

OSKK (serving agricultural consumer cooperative)

Membership types, restrictions

Two types of membership - a member and an associate member (they can be individuals and legal entities). The minimum number of members of the PSUC is 5 citizens or 2 legal entities.

Registration documents

Charter, minutes of the organizational meeting, application for registration.

Control

Governing bodies: general meeting of members, supervisory board, board (or chairman). Associate members have the right to vote only in certain cases. Each member of the cooperative has 1 vote.

A responsibility

The cooperative is liable for its obligations with all its property. Members of the cooperative are obliged to repay the losses by making additional contributions.

The income distributed among the participants is divided into 2 parts: dividends paid in proportion to the contributions of associate members and additional shares of members; cooperative payments issued to members in proportion to their use of the main types of services of the cooperative (the charter may provide otherwise)

When leaving the OSKK, the participant has the right: to receive the value of his share contribution in money, in kind, to transfer part or all of it to another participant (to a third party - with the consent of the other Participants).

KFH peasant (farm) economy

Membership types, restrictions

Two types of membership - the head and a member of the KFH (maybe one - the head of the KFH). The number of members is not limited.

Registration documents

Application for registration of a peasant farm, application for separation land plot on account of land shares, an agreement between members of the peasant farm (at their discretion)

Control

All decisions on the management of a peasant farm are made by its head (unless otherwise provided by the agreement)

A responsibility

The head of the KFH bears full responsibility for the obligations of the KFH, and the members of the KFH bear the risk within the limits of the value of their contributions.

Distributed by the head of the KFH at his discretion (unless otherwise specified in the agreement between the members of the KFH)

Those who left the KFH are entitled to receive monetary compensation in the amount of his share in the property of the economy. Land and property upon withdrawal of a member shall not be subject to division. The sizes of shares are considered equal (unless otherwise specified in the agreement between the members of the peasant farm)

GKP state (state) enterprise

Membership types, restrictions

The participant of the enterprise is its founder - the Government of the Russian Federation. A state-owned enterprise is based on the right to operational management of the Federal property transferred to it.

Registration documents

Charter approved by the Government of the Russian Federation

Control

A responsibility

He is liable for his obligations with all his property. Not responsible for the obligations of the founder. The Russian Federation bears subsidiary liability for the obligations of a state-owned enterprise in case of insufficiency of its property

The liquidation of the enterprise is carried out by decision of the Government of the Russian Federation

MP (municipal enterprise)

Membership types, restrictions

The participant of the enterprise is its Founder - an authorized state body or local self-government body. This type unitary enterprise based on the right of economic management.

Registration documents

Charter approved by the authorized state body or local self-government body

Control

All decisions on the management of the enterprise are made by the head or another body appointed by the owner of its property.

A responsibility

By its obligations with all its property. Not responsible for the obligations of the founder. The owner of the property is liable for the obligations of the enterprise if its bankruptcy occurred due to the fault of the owner of the property

The conditions for the use of profits are stipulated in the charter approved by the founder

The liquidation of the enterprise is carried out by the decision of the founder - the owner of its property

The main role in the choice of organizational and legal forms belongs to the factors that determine the effectiveness of management. These include:

features of the leader (degree of compliance with the requirements of the position, the level of confidence in him on the part of the participants);

The ratio of the level of qualification of the head and other employees of the management;

· features of participants (number, relationships, share of employees in the economy);

parameters of the enterprise (the number of employees, the area of ​​agricultural land, the compactness of the territory and the location of objects, the state of the economy),

the level of development of the production base (production, processing, storage),

Availability of reliable and efficient distribution channels,

the degree of production risk,

the need to increase confidence on the part of creditors,

The choice of participants

Features of state policy in the field Agriculture(the presence of tax incentives currently stimulates the creation of peasant farms).

The essence and correlation of the concepts of "enterprise", "organization". The enterprise as an object and subject of law.

The term " organization"used in two meanings:

a stable association of people interacting with each other to achieve their goals with the help of material, legal, economic and other conditions;

management function, the purpose of which is to create an association or coordinate the actions of its members.

The hallmarks of an organization are:

The presence of at least one goal that unites the members of the organization. The officially declared goal gives meaning to the existence of the enterprise and determines the main direction of its activities. One of the main goals of any commercial organization is to make a profit;

isolation consists in the closedness of internal processes and the presence of boundaries separating this organization from external environment. Borders can be both material - in the form of walls and fences, and intangible - in the form of prohibitions, restrictions, rules;

The division of labor assumes that the members of the organization perform different functions;

· existence of communications between elements of the organization promotes ensuring their mutual support. The links between the elements of the organization are economic, technological, informational, social and managerial;

Self-regulation is the ability of an organization to independently resolve issues inner life taking into account the prevailing situation and external indications. This activity implemented by an external center, the purpose of which is to coordinate the efforts and work of people to achieve the integrity of the organization;

· organizational culture- this is a system of values, symbols, patterns of behavior and beliefs that determine the nature of the relationship and the line of behavior of employees both within the enterprise and at the external level.

Entrepreneurial activity organizationally acts in the form of an enterprise. An entrepreneur, combining resources (labor, land, capital) in one production process, creates an enterprise (firm). (V foreign literature the concept of "firm" is usually used, in the Soviet and Russian economic literature the concept of "enterprise" is more common. Although in exact meaning words, an enterprise is understood as an organization that is engaged in one type of activity and performs certain functions for the production of goods and services, and a firm is understood as an organization that is characterized by different kinds activity or which is an association of enterprises, nevertheless the terms "firm" and "enterprise" are often used interchangeably.)



Company- this is a separate, independent cell of the economy, where the combination of factors of production takes place for the manufacture of products and the provision of services in order to make a profit. According to the definition of the Law "On Enterprises and Entrepreneurial Activity", "An enterprise is an independent economic entity created ... for the production of products, the performance of work and the provision of services in order to meet public needs and make a profit."

The characteristics of the enterprise are:

Technical and production isolation. Any enterprise is a technologically interconnected complex of material factors of production and a corresponding team of workers, united by the presence of a private division and cooperation of labor;

The presence of organizational unity, structural design. The internal structure of the firm is hierarchical, i.e. in the process of managing the company, subordination and balance of functions are observed, strict adherence to certain rules from the participants in the production process, which become significant hallmarks enterprises;

Economic isolation, which implies: isolation of the circulation of resources, self-sufficiency and self-financing of the reproduction process, independence in making economic decisions, economic responsibility, the presence of a specific economic interest.

From a legal point of view, a business is independent business entity acting as legal entity, the signs of which, according to the Civil Code of the Russian Federation (Article 48), are:

The presence of separate property, which may be owned, managed or operational management;

Independent property liability, i.e. the enterprise is liable for its obligations with the property it has;

Independent performance in civil circulation on its own behalf, which means that "a legal entity can, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and defendant in court."

At the same time, the same term is used to refer to a certain type of objects of law. In this sense, the enterprise is a production farm. a complex, the property of which is completely separated from the property of the organization, i.e. a basic component of an organization's infrastructure. An organization (company) in a foreign interpretation may include several enterprises engaged in entrepreneurial activities.

The main organizational and legal forms used in the Russian Federation.

In countries with developed market economies, there are the most different types and types of companies, reflecting various forms and methods of attracting and using capital, doing business.

All this diversity is usually classified according to a number of criteria:

types of economic activity;

Forms of ownership

a quantitative criterion;

in terms of value and location.

In addition, one of the most important classification features is the organizational and legal form of companies.

Organizational and legal forms of enterprises- these are historically established and legally defined forms of conducting production, economic, commercial and financial activities, differing in ownership rights, sources of financing and responsibility of the owners of the company. The characteristics of the legal form include the procedure for its registration and liquidation.

Organizational and legal forms business structures operating in Russia are established by the Civil Code of the Russian Federation, part I.

Currently, the Civil Code of the Russian Federation enshrines the right to existence of various organizational and legal forms of commercial organizations that have the rights of legal entities (Article 50).

Legal entities that are commercial organizations have the main goal of their activities to make a profit, while non-profit organizations do not set such a goal (consumer cooperatives, public or religious organizations, charitable foundations financed by the owner of the institution and other forms provided by law).

In accordance with the Civil Code of the Russian Federation in Russia, the following organizational forms commercial enterprises: business partnerships and companies, production cooperatives, state and municipal unitary enterprises.
Business partnerships and companies:

general partnership;

limited partnership (limited partnership);

a limited liability company,

company with additional liability;

· joint-stock company (open and closed).

Complete a partnership is called, the participants of which (general partners) are engaged in entrepreneurial activities and are liable with their property. Profits and losses of a full partnership are distributed among its participants in proportion to their shares in the total, share capital.

Limited partnership (limited partnership) A partnership is called a partnership in which, along with general partners, there are one or more participants-contributors (limited partners) who bear the risk of loss only within the limits of the amounts they have contributed and do not take part in the entrepreneurial activities of this partnership. Limited partners receive a part of the profits of the partnership due to their share in the share capital.

V limited liability company its participants bear the risk of losses only to the extent of the value of their contributions.

V additional liability company its participants are liable in the same for all multiples of the value of their contributions. In case of bankruptcy of one of the participants, its liability is distributed among the others in proportion to their contributions.

Joint-stock company- a company whose authorized capital is divided into a certain number of shares. Shareholders bear the risk of loss only to the extent of the value of their shares.

Public corporation has the right to conduct an open subscription and sale of shares issued by it.

Closed joint stock company A joint-stock company is called, the shares of which are distributed only among its founders.

production cooperatives. This is a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor or other participation and the association of its members (participants) of property shares. Members of a production cooperative bear subsidiary liability for its obligations. The profit of the cooperative is distributed among its members in accordance with their labor participation. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors are distributed in the same manner.

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

Organization types

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

Joint stock companies

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

Partnerships

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

Society

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

Unitary enterprises

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

Production cooperatives

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

Non-profit enterprises

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

Non-legal organizations

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

What form to choose for the created enterprise

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

Ways to manage various enterprises

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

Business associations

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

Organizational and legal forms of enterprises

The concept of the enterprise, its features

An enterprise is an independent economic entity created (established) in accordance with the current legislation for the production of products, performance of work or provision of services in order to meet public needs and make a profit.

After state registration, the enterprise is recognized as a legal entity and can participate in economic turnover. It has the following features:

    the enterprise must have separate property in its ownership, economic management or operational management;

    the enterprise is liable with its property for the obligations that arise in its relations with creditors, including to the budget;

    the enterprise acts in the economic circulation on its own behalf and has the right to conclude all types of civil law contracts with legal entities and individuals;

    the company has the right to be a plaintiff and a defendant in court;

    the enterprise must have an independent balance sheet and submit reports established by state bodies in a timely manner;

    the enterprise must have its own name, containing an indication of its organizational and legal form. Enterprises can be classified in many ways:

    by appointment finished products enterprises are divided into producing means of production and producing consumer goods;

    on the basis of technological commonality, an enterprise with continuous and discrete production processes is distinguished;

    according to the size of the enterprise are divided into large, medium and small;

    According to the specialization and scale of production of the same type of products, enterprises are divided into specialized, diversified and combined.

    according to the types of production process, enterprises are divided into enterprises with a single type of production, serial, mass, experimental.

    according to the signs of activity are distinguished industrial enterprises, trade, transport and others.

    according to the forms of ownership, private enterprises, collective, state, municipal and joint enterprises (enterprises with foreign investments) are distinguished.

Organizational forms of enterprises

In accordance with the Civil Code of the Russian Federation, the following organizational forms of commercial enterprises can be created in Russia: business partnerships and companies, production cooperatives, state and municipal unitary enterprises.

Business partnerships and companies:

    general partnership;

    limited partnership (limited partnership);

    Limited Liability Company,

    additional liability company;

    joint-stock company (open and closed).

    Production cooperatives

    State and municipal enterprises

Full partnership. Its participants, in accordance with the agreement concluded between them, are engaged in entrepreneurial activities and are liable for its obligations with their property, i.e. unlimited liability applies to the participants of a general partnership. A participant in a full partnership that is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. A participant who has left the partnership shall be liable for the obligations of the partnership that arose before the moment of his withdrawal, on an equal footing with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

Faith partnership. It is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for the circumstances of the partnership with their property, there are participants-contributors (limited partners) who bear the risk of losses within the limits of their contributions and do not take part in the implementation of entrepreneurial activities by the partnership. activities.

Limited Liability Company. This is a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. Members of a limited liability company bear the risk of losses associated with the activities of the company within the value of their contributions.

Society with additional liability. A feature of such a company is that its participants bear subsidiary liability for the obligations of the company in the same multiple for all of the value of their contributions. All other norms of the Civil Code of the Russian Federation on a limited liability company may be applied to an additional liability company.

Joint-stock company. It is recognized as a company whose authorized capital is divided into a certain number of shares. Members of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares. A joint-stock company whose members can freely sell their shares without the consent of other shareholders is recognized as an open joint-stock company. Such a company has the right to conduct an open subscription for the shares they issue and their free sale on the terms established by law. A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons is recognized as a closed joint stock company. Such a company is not entitled to conduct an open subscription for shares issued by it.

Features of the functioning of joint-stock companies is as follows:

    they use effective method mobilization of financial resources;

    dispersed risk, tk. each shareholder risks losing only the money that he spent on the acquisition of shares;

    participation of shareholders in the management of the company;

    the right of shareholders to receive income (dividend);

    additional incentives for staff.

production cooperatives. This is a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor or other participation and the association of its members (participants) of property shares. Members of a production cooperative bear subsidiary liability for its obligations. The profit of the cooperative is distributed among its members in accordance with their labor participation. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors are distributed in the same manner.

State and municipal unitary enterprises. A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to the owner. The property of a unitary enterprise is indivisible and cannot be distributed by contribution (shares, shares). Including between employees of the enterprise. Only state and municipal enterprises can be created in the form of unitary enterprises.

Unitary enterprises are divided into two categories:

    unitary enterprises based on the right of economic management;

    unitary enterprises based on the right of operational management.

The right of economic management is the right of an enterprise to own, use and dispose of the owner's property within the limits established by law or other legal acts.

The right of operational management is the right of an enterprise to own, use and dispose of the property of the owner assigned to it within the limits established by law, in accordance with the goals of its activities, the tasks of the owner and the purpose of the property.

The right of economic management is wider than the right of operational management, i.e. an enterprise operating on the basis of the right of economic management has greater independence in management. Enterprises can create various associations.

An independent business entity operating under conditions market economy, is an enterprise. An enterprise is created to produce products, perform work and provide services in order to meet consumer demand and make a profit. It independently carries out its activities, sells its products, uses the profit remaining at its disposal after paying taxes and other obligatory payments.

In the Russian Federation, enterprises that are in federal ownership, state ownership of the republics within the Russian Federation, territories, regions, autonomous region, autonomous regions, municipal and private property. Relations of the enterprise with other enterprises, organizations, institutions, state and municipal government and citizens are regulated by law.

The constituent documents of the enterprise are its charter, as well as the decision on its creation and the agreement of the founders. The charter defines the organizational and legal form of the enterprise, management and control bodies, the procedure for distributing profits and forming funds. Termination of the activity of the enterprise can be carried out in the form of liquidation or reorganization. The forms of reorganization of an enterprise are merger, accession, division, separation from the previous structure or transformation into another organizational and legal form.

The scale and nature of the organizational problems facing the manager vary depending on the size of the enterprise. For example, the organizational problems of small businesses focus on the division of work, the establishment of responsibility, and the determination of the scope of control. Medium-sized enterprises are more concerned with the use of functional organization, staff rationalization and coordination. Large organizations have problems with decentralization, balancing the efforts of various departments as enterprises grow.

The degree of involvement of enterprises in market forms of management largely depends on its focus on consumer needs and the production of competitive products. Good organized enterprises more efficient. If an enterprise is established and operates on the basis of modern principles, then the satisfaction of its employees with the results of labor is higher. An irrational organization requires much more time to solve problems, many of which are generated by the organization itself.

The activity of the enterprise is cyclical. Failures and disturbances in this activity are symptoms of the emergence of problems in the organization itself. It is important to study these symptoms, to carry out changes and organizational adjustments, to control how problems are solved. From these positions, the organizational structure of the enterprise should be based on such principles as the ability to respond flexibly to changing market needs, ensuring the optimal level of decentralization management decisions, personified responsibility for the organization and performance of the functions of the enterprise. These principles should be reflected in the approved regulation on the organizational structure of the enterprise. The main range of issues regulated by this provision can be reduced to the following:

the main activities of the enterprise;

basic functions of enterprise management (marketing, organization of production, finance, economics, accounting, personnel, information service);

the composition of the service functions of the enterprise;

determination of the type of structure (linear, linear-functional, divisional, matrix, combined);

the composition of the organizational units of the enterprise, the functions assigned to them and the determination of the procedure for their implementation (rights, obligations, terms, incentives and punishments);

the allocation of independent units (auxiliary, servicing), the formation of profit centers;

determination of the compliance control procedure organizational structure activities of the enterprise and the personification of responsibility for the implementation of the specified control function.

Types of organization of business entities

In accordance with the Civil Code of the Russian Federation, in force since the beginning of 1995, legal entities that are commercial organizations can be created in various forms(Fig. 3.3).

Rice. 1.3

Business partnerships and companies are commercial organizations with joint (share) capital, divided into shares (contributions) of its participants. Business partnerships can be created in the form of a general partnership and a limited partnership (limited partnership). Business companies may be created in the form of a joint-stock company, a limited liability company or an additional liability company. Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and (or) commercial organizations. Citizens and legal entities may be participants in economic companies and contributors in limited partnerships. State bodies and bodies of local self-government are not entitled to act as participants in economic companies and investors in limited partnerships, unless otherwise provided by law.

A general partnership is a partnership whose participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with all their property.

A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners), there are one or more contributors (limited partners) who bear the risk losses associated with the activities of the partnership within the limits of the amounts of contributions made by them, and do not take part in the entrepreneurial activities of the partnership.

A limited liability company is a company established by one or more persons, the authorized capital of which, in accordance with the constituent documents, is divided into shares of a certain size; participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their contributions.

An additional liability company is a company established by one or more persons, the authorized capital of which, in accordance with the constituent documents, is divided into shares of a certain size; the participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the amount of a multiple of the value of their contributions, determined by the constituent documents of the company.

A joint-stock company is a company whose authorized capital is divided into a certain number of shares; participants of a joint-stock company (shareholders) 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. A joint stock company whose members may alienate their shares without the consent of other shareholders is recognized as an open joint stock company. Such a joint-stock company has the right to carry out an open subscription for shares issued by it and their free sale on the terms established by law and other legal acts. A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons is recognized as a closed joint stock company. Such a company is not entitled to conduct an open subscription for shares issued by it or otherwise offer them for purchase to an unlimited number of persons.

A production cooperative (artel) is a voluntary association of citizens for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and consolidation of their property share contributions.

A unitary enterprise is recognized commercial organization not endowed with the right of ownership of the property assigned to it. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. The property of a state or municipal unitary enterprise is, respectively, in state or municipal ownership and belongs to such an enterprise on the basis of economic management or operational management.

A non-profit organization is an organization whose main purpose is not to extract profit and distribute it among the participants. Non-profit organizations can be created to achieve social, charitable, cultural, educational, scientific and managerial goals, to protect the health of citizens, to develop physical culture and sports, meeting the spiritual and other interests of citizens and organizations, resolving disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits. Non-profit organizations may be created in the form of public or religious organizations (associations), non-profit partnerships, institutions, autonomous non-profit organizations, social, charitable and other funds, associations and unions, consumer cooperatives, as well as in other forms provided for by federal laws.

The distribution of registered economic entities by form of ownership is evidenced by the following data (as of January 1, 1999): state and municipal property - 11.4%, private property - 76.1%, mixed Russian property - 5.8%. From organizations private form property 74.7% established by individual citizens. Share of citizen-founded enterprises in trade and catering accounts for 90%, in industry - 82.4%, in construction - 82.5%, in real estate operations - 83.9%.

In the Russian Federation, enterprises with foreign investment can be created and operate in the form of:

enterprises with equity participation of foreign investments (joint ventures), as well as their subsidiaries and branches;

enterprises wholly owned by foreign investors ( foreign enterprises), as well as their subsidiaries and affiliates;

branches of foreign legal entities.

There are legislative and normative orienting regulators of business relations. At the same time, the following functions are assigned to the state:

establishing regulatory requirements to the content and quality of entrepreneurial activity and, accordingly, products, goods, services (quality standards, environmental, sanitary standards, etc.);

determination of procedures for conducting economic affairs by issuing licenses, adopting documents on the procedure for carrying out economic activities;

the introduction of prohibitions and sanctions for deviation from the norms of the law;

control and supervision over compliance with the law in business activities.

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