Commercial organizations as subjects of business law. Commercial organizations as a business entity

The concept of a legal entity? Types of legal entity? Commercial organizations? Organizational and legal form of a legal entity? General partnership? Faith partnership? Peasant (farm) economy? Business partnership? Limited Liability Company? Additional Liability Company? Joint-stock company? Types of joint stock company? Production cooperative? Unitary enterprises? Business associations? Holding? Subsidiary

Legal entities as participants in entrepreneurial activity

A citizen has the right to carry out entrepreneurial activities not only on an individual basis without forming a legal entity, but also by creating a legal entity.

Legal entities include organizations that have separate property in ownership, economic management or operational management and are liable for their obligations with this property, can acquire and exercise property and personal non-property rights on their own behalf, incur obligations, be a plaintiff and defendant in court. 48 GK).

Legal entities have property isolation. The property complex of the organization is separated (separated) from the property of other legal entities, citizens, including those who are participants (founders) of this organization; Russian Federation, its subjects, municipalities.

Different degrees of segregation of property are allowed. It may belong to the organization on the right of ownership, the right of economic management and the right of operational management. Most commercial organizations (with the exception of unitary enterprises) own, use and dispose of their property as an owner. Accounting for property owned by the organization is carried out by maintaining a balance sheet. The balance sheet is the main source of information about the financial position of a legal entity. The property of an individual entrepreneur acting without forming a legal entity shall not be separated from his personal property.

As a subject of business relations, a legal entity participates in the turnover on its own behalf through its bodies. The system of management bodies of an organization depends on the organizational and legal form of a legal entity, is provided for by law and constituent documents. A person acting on behalf of a legal entity must act in its interests, in good faith and reasonably. It is obliged, at the request of the founders (participants) of the legal entity, to compensate for the losses caused by them to the legal entity, unless otherwise provided by law or contract (paragraph 3 of article 53 of the Civil Code).

When creating an organization, its founders have the right to choose the organizational and legal form that is best suited for conducting a certain type of entrepreneurial activity and corresponds to the goals of the founders.

In accordance with Art. 50 of the Civil Code, all legal entities are divided into two types. The basis for the distinction is the purpose of the activities carried out by the organization. Commercial legal entities have the main purpose of their activities to make a profit. Non-profit organizations are recognized as legal entities that do not pursue the goal of making a profit and do not distribute the profit received among the participants.

Commercial organizations, with the exception of unitary enterprises, are endowed with universal legal capacity. They may have the rights and bear the obligations necessary for the implementation of any activities not prohibited by law. Unitary enterprises and non-commercial organizations may have civil rights corresponding to the goals of their activity, provided for in the constituent documents, and bear obligations related to this activity. The legal capacity of these legal entities is recognized as special.

The Draft Civil Code provides for another distinction between legal entities: corporations and unitary organizations (Article 65.1 of the Draft).

Corporations include organizations whose founders (participants, members) have the right to participate in the management of their activities (the right of membership). Legal entities, the founders of which do not become their participants and do not acquire membership rights in them, are unitary organizations. Among the corporations are economic partnerships and companies, economic partnerships, production cooperatives. Unitary commercial legal entities are state and municipal enterprises.

Types of organizational and legal forms of commercial organizations are established in the Civil Code; their list is exhaustive.

The organizational and legal form of a legal entity is understood as a set of legally fixed features that characterize the procedure for the formation and legal regime of the organization's property, the method of its individualization, the ratio of the rights and obligations of participants and the economic entity to the property used, and the distinctive features of the internal organizational structure.

The choice of legal form depends on many factors:

• goals and activities of the future organization;
• the composition of the founders, their influence on the activities of the organization, the number of participants;
• the legal status of participants, the scope of property rights and obligations of participants;
• requirements for the minimum amount of "starting" capital;
• the presence or absence of restrictions on the alienation of a share in the capital;
• control systems;
• features of taxation.

Organizations exist for one reason only: to help people do what no one else could do alone.

R. Waterman

After studying the chapter, students should KNOW:

The essence of the terms "enterprise as an object of law" and "subject of law";

The main features that characterize the organization as a legal entity;

Types of organizations according to the degree of entrepreneurial activity;

Who is a sole proprietor?

Which organizations unite individual citizens, and which ones - capitals;

Types of unitary enterprises;

Criteria for classifying organizations as small businesses;

Differences between a legal and non-legal entity;

Basic forms of associations;

The main types of organizational structures;

Characteristics of shares;

Advantages and disadvantages of all organizational and legal forms of economic activity;

Advantages and disadvantages of virtual organizational structures;

Procedures for the formation of authorized and share capital.

Determine the form of entrepreneurial activity;

Explain the essence of commercial organizations;

Determine the optimal organizational structure for a business organization.

Depending on the context, the terms "self-governing organization" and "entrepreneurial organization";

Approaches to the formation of the organizational structure of the organization.

According to the degree of entrepreneurial activity, in accordance with Russian legislation, organizations are divided into two groups: commercial and non-commercial. The adjective "commercial" means that the organization is an economically (from a monetary point of view) motivated social organization with the main goal of making a profit. Legal entities that do not have profit making as the main goal of their activities and do not distribute profits among participants are non-profit organizations.

More on the topic Chapter 3 COMMERCIAL ORGANIZATIONS AS A SUBJECT OF BUSINESS ACTIVITY:

1. Organizational and legal forms of entrepreneurial activity Commercial organizations
2. N. N. TARUSINA FOREIGN INVESTORS AS SUBJECTS OF BUSINESS ACTIVITY UNDER RUSSIAN LEGISLATION
3. 4. Legal status of public associations and commercial organizations as subjects of information law
4. Chapter 2 BUSINESS NETWORK - A FORM OF ORGANIZING INTER-FIRM INTERACTION OF BUSINESS SUBJECTS
5. 1. GENERAL CONCEPTS ABOUT COMMERCIAL, ENTREPRENEURIAL ORGANIZATIONS
6. § 2. The development of comradely organizations as a condition for the expansion of entrepreneurial activity
7. Topic 4. CONCEPT AND TASKS OF COMMERCIAL (BUSINESS) ACTIVITY
8. Entrepreneurial activity of the main business entities
9. 4.2. Planning the development of business entities
10. V. V. Butnev RESPONSIBILITY OF BUSINESS ENTITIES FOR VIOLATION OF STATE REGISTRATION RULES
11. But N.D., Palamarchuk A.V. Protection by the prosecutor of the rights and freedoms of business entities: monograph., 2011

According to the current Russian law, there are various organizational and legal forms of commercial organizations, depending on who owns the organization, the form of ownership is also determined. The legislation of the Russian Federation provides for the following forms of ownership: private, state, property of public organizations (associations) and mixed.

Commercial organizations are divided into three major categories: 1) organizations that unite individual citizens (individuals); 2) organizations that pool capital 3) state unitary enterprises.

1) organizations uniting individual citizens (individuals) - economic partnerships and production cooperatives. The Civil Code clearly distinguishes partnerships - associations of persons requiring the direct participation of founders in their activities, companies - capital associations that do not require such participation, but involve the creation of special management bodies. Business partnerships can exist in two forms: a general partnership and a limited partnership.

AT full partnership(PT) all its participants (general partners) are engaged in entrepreneurial activities on behalf of the partnership and are fully liable for its obligations. Each participant may act on behalf of the partnership, unless otherwise established by the memorandum of association. The profit of a full partnership is distributed among the participants, as a rule, in proportion to their shares in the share capital. For the obligations of a full partnership, its participants are jointly and severally liable with their property.

Partnership in faith, or a limited partnership (TV or CT), such a partnership is recognized in which, along with general partners, there are also participants-contributors (limited partners) who do not take part in the entrepreneurial activities of the partnership and bear limited liability within the limits of the amounts of their contributions. In essence, TV (CT) is a complicated type of PT.

In a general partnership and limited partnership, shares of property cannot be freely assigned, all full members bear unconditional and joint and several liability for the liability of the organization (they answer with all their property).

2) organizations that pool capital - Production cooperative(PrK) p .With. 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. The peculiarities of the PrK are the priority of the production d-ti and the personal labor participation of its members, the division of the property of the PrK into shares of its members.

Joint-stock company(JSC) is a company, the authorized capital of which consists of the nominal value of the shares of the company acquired by shareholders, and, accordingly, is divided into this number of shares, and its participants (shareholders) bear material liability within the value of their shares. JSCs are divided into open and closed (JSC and CJSC). Participants of the OJSC may alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription for issued shares and their free sale. In a CJSC, shares are distributed by closed subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian law is limited to 50 persons.

But there is also a third, "hybrid" category - a limited liability company and an additional liability company - which simultaneously applies to organizations that unite individuals and organizations that unite capital.

Limited Liability Company(LLC) is a company whose authorized capital is divided into shares of participants who are liable only within one hundred

Joint-stock company(JSC) is a company, the authorized capital of which consists of the nominal value of the shares of the company acquired by shareholders, and, accordingly, is divided into this number of shares, and its participants (shareholders) bear material liability within the value of their shares. Joint-stock companies are divided into open and closed (JSC and CJSC). Participants of the OJSC may alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription for issued shares and their free sale. In a CJSC, shares are distributed by closed subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian law is limited to 50 persons.

3) K state and municipal unitary enterprises(UE ) include enterprises that are not endowed with the right of ownership of the property assigned to them by the owner. This property is in state (federal or subjects of the federation) or municipal property and is indivisible. There are two types of unitary enterprises

based on the right of economic management(they have wider economic independence, in many respects they act as ordinary commodity producers, and the owner of the property, as a rule, is not liable for the obligations of such an enterprise)

based on the right of operational management(state-owned enterprises) - in many ways resemble enterprises in a planned economy, the state bears subsidiary responsibility for their obligations if their property is insufficient.

1. general concepts of commercial, entrepreneurial organizations

Legislative acts adopted in recent years have consolidated the legal and economic foundations for the creation of various commercial entities in the conditions of diversity and equality of various forms of ownership, development and improvement of market relations.

The main document governing the creation of business organizations is the Civil Code of the Russian Federation (Part 1) of 1994. Similar issues for specific types of business activities are regulated by such laws as: “On Banks and Banking”, “On Insurance”, “On Investment Activities " and etc.

In accordance with civil law (Article 50 of the Civil Code of the Russian Federation), a commercial (entrepreneurial) organization is a legal entity that pursues profit as the main goal of its activities.

It has also been established that commercial organizations can be created in the form of economic partnerships and companies, production cooperatives, state and municipal unitary enterprises. In other forms not provided for by the Civil Code, business organizations cannot be created.

A legal entity is an organization that has separate property in ownership, economic management or operational management and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court.

Legal entities must have an independent balance sheet or estimate.

Since the founders take part in the creation of the property of commercial organizations, the latter may have in relation to this legal entity either obligation rights (economic partnerships and companies, production cooperatives), or real rights to its property (state and municipal unitary enterprises).

Commercial organizations, as legal entities, may have civil rights corresponding to the objectives of the activity provided for in the constituent documents, and bear the obligations associated with this activity. At the same time, commercial organizations, except for unitary enterprises and other types of organizations provided for by law, may carry out any type of activity not prohibited by law. Entrepreneurial organizations should not have in their constituent documents, in the charter, a list of the types of activities in which they are to be engaged.

The approach to resolving this issue in Russian law and in international practice is not unambiguous. Often it is required to have a list of activities of each particular business organization. This interpretation of the norm under consideration is more correct and democratic. The law establishes that a legal entity may be restricted in its rights only in cases and in the manner prescribed by law. The right of a legal entity to carry out activities for which it is necessary to obtain a license arises from the moment such a license is received or within the period specified in it and terminates upon the expiration of its validity. And there is no need in the charter to have a list of all types of activities that this business structure can be engaged in. First, this list can be unlimited. Secondly, the new type of activity will need to be indicated in the charter.

Commercial organizations as legal entities are subject to state registration. State registration data, including the company name, are included in the unified state register of legal entities, open to the public. Refusal to register on the grounds of inexpediency of creating an entrepreneurial structure is not allowed.

A legal entity is considered established from the moment of its state registration.

Violation of the procedure established by law for the formation of an entrepreneurial organization or inconsistency of its constituent documents with the law entails a denial of state registration.

State registration of legal entities should be carried out in the justice authorities of the constituent entities of the Russian Federation at their location (office, property). The procedure for registration is determined by a special law. Until such a law is adopted, registration authorities and founders should be guided by Art. 34 of the Law of the RSFSR “On Enterprises and Entrepreneurial Activities” of December 25, 1990 and the “Regulations on the procedure for state registration of business entities”, approved by the Decree of the President of the Russian Federation of July 8, 1994 “On streamlining the state registration of enterprises and entrepreneurs on the territory of the Russian Federation”1 .

A commercial organization operates on the basis of a charter, or a constituent agreement and a charter, or only a constituent agreement. The constituent agreement is concluded, and the charter is approved by its founders (participants).

A business entity created by one founder operates on the basis of a charter approved by this founder.

The constituent documents must define the name of the commercial organization, its location, the procedure for managing activities, and also contain other information provided by law for the relevant legal entities. The constituent documents of unitary enterprises (in the cases provided for by law), commercial organizations, as well as non-profit organizations must define the subject and goals of the organization's activities.

The memorandum of association is a transaction in accordance with which the founders undertake to create a legal entity. They determine the procedure for joint activities, the conditions for the transfer of their property and participation in its activities. The agreement also defines the conditions and procedure for the distribution of profits and losses among the participants, management of activities, withdrawal of founders (participants) from its composition.

Changes to the constituent documents become effective for third parties from the moment of their state registration, and in cases established by law, from the moment the state registration body is notified of such changes.

Despite the seemingly fairly clear regulation of the procedure for the creation and registration of business entities, judicial and arbitration practice indicates numerous errors and violations in this process.

The most common violation is the illegal use of property and powers of a state or municipal enterprise. As a rule, this is allowed in cases where the founders work in a state, municipal enterprise. Having acquired the status of a legal entity, they credit all the income received to the account of their new organization, although they continue to work using the property, fixed and working capital of the former enterprise. In such cases, no one made a decision to liquidate the state, municipal enterprise, and it must continue its activities under the same conditions. A new enterprise, however, can act in accordance with its charter, using its authorized fund, its property, without violating the rights of a state, municipal enterprise.

The second no less common violation is the creation of independent enterprises through the exit of divisions, structural units, branches, etc. from a rental company. Such an exit is possible only with the consent of the entire collective of tenants, and not a separate division (with the exception of cases of creating joint-stock companies). At the same time, it should be borne in mind that rental enterprises are not subject to the decrees of the President of the Russian Federation on the commercialization of the activities of trade, public catering, consumer services and consumer cooperation enterprises in the Russian Federation.

Quite often, it is allowed to register enterprises with a charter approved not by the owner, founder, but by the labor collective itself or a higher organization.

It goes without saying that in case of similar and other violations of the procedure for creating entrepreneurial organizations, they should not be registered. The bodies registering newly created enterprises have a huge responsibility to prevent violations of the law.

Refusal of state registration of an organization, or evasion of registration within the established period may be appealed in court.

In Art. 22 of the Arbitration Procedure Code of the Russian Federation provides that the arbitration court has jurisdiction over cases on disputes on appealing against a refusal to state registration of an organization, when such registration is provided for by law. By a joint resolution of the plenums of the Supreme Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation No. 12/12 dated August 18, 19921, the powers of the judiciary on this issue are delimited.

The essence of the distinction lies in the jurisdiction of disputes to the courts: the arbitration court considers disputes with the participation of enterprises - legal entities and citizens - entrepreneurs, general courts - with the participation of citizens.

In this regard, the question of the jurisdiction of the dispute on the registration of an enterprise, the founder of which is a citizen, deserves special attention. Based on the said joint resolution, disputes involving citizens are under the jurisdiction of courts of general jurisdiction. And this rule has never been questioned. However, the practice of the Supreme Arbitration Court of the Russian Federation has taken a different path: disputes of citizens on the registration of business structures are recommended to be considered by arbitration courts. In this case, a rather simple argument is used: a dispute arises about the creation of a legal entity, which means that it is a priori subordinate to the arbitration court. It is unlikely that such a conclusion can be unequivocally considered correct: after all, a legal entity becomes such from the moment of registration, and before registration it does not exist. Therefore, this dispute is subject to consideration in a court of general jurisdiction.

A commercial organization may be liquidated: by decision of its founders (participants) or by a body of a legal entity authorized to do so by the constituent documents, including in connection with the expiration of the period for which the organization was created, with the achievement of the purpose for which it was created, or with recognition a court of invalid registration of an organization in connection with violations of the law or other legal acts committed during its creation, if these violations are of an irremediable nature; by a court decision in the event of carrying out activities without a proper permit (license) or activities prohibited by law, or with other repeated or gross violations of the law or other legal acts, as well as in other cases provided for by the Civil Code.

By a court decision on the liquidation of an organization, its founders (participants) or the body authorized to liquidate the organization by its constituent documents may be assigned the obligation to liquidate the legal entity.

A commercial organization, the value of whose property is insufficient to satisfy the claims of creditors, may be liquidated only by declaring them insolvent (bankrupt). An organization is considered reorganized or liquidated from the moment it is excluded from the State Register. This order has not yet been worked out. To date, liquidation is recognized from the moment the act of the liquidation commission on liquidation is approved.

In modern Russia, a large number of different economic entities are being created, but not a single body of the corresponding territory has information about them in a concentrated form. Sometimes the arbitration court fails to obtain information about the location and activities of a particular business entity, even in the bodies registering them. In this regard, the registration authority must provide information in the local press about the registration of the organization and its address. The organization is obliged to inform the registration authority about the change of its location.

According to Asaul A.N., according to the degree of entrepreneurial activity, in accordance with Russian legislation, organizations are divided into two groups: commercial and non-commercial Asaul A.N. Organization of entrepreneurial activity - SPb., 2009.- P.85. The adjective "commercial" means that the organization is an economically (from a monetary point of view) motivated social organization with the main goal of making a profit. Legal entities that do not have profit making as the main goal of their activities and do not distribute profits among participants are non-profit organizations.

A commercial organization (company) may include more than one enterprise (single property complex) carrying out entrepreneurial activities within the organization (company), but several.

According to paragraph 2 of article 50 of the Civil Code of the Russian Federation, commercial - organizations that pursue profit as the main goal of their activities; Entrepreneurship is their main core of the Civil Code of the Russian Federation Art.50.

Commercial organizations are divided into three major categories: organizations that unite individual citizens (individuals); organizations that combine capital and state unitary enterprises (Figure 2. APPENDIX 2).

The former include business partnerships and production cooperatives. The Civil Code clearly distinguishes partnerships - associations of persons requiring the direct participation of founders in their activities, companies - capital associations that do not require such participation, but involve the creation of special management bodies. Business partnerships can exist in two forms: a general partnership and a limited partnership.

In a general partnership (PT), all its participants (general partners) are engaged in entrepreneurial activities on behalf of the partnership and are fully liable for its obligations. Each participant may act on behalf of the partnership, unless otherwise established by the memorandum of association. The profit of a full partnership is distributed among the participants, as a rule, in proportion to their shares in the share capital. For the obligations of a full partnership, its participants are jointly and severally liable with their property.

A limited partnership, or a limited partnership (TV or CT), is recognized as such a partnership in which, along with general partners, there are also contributors (limited partners) who do not take part in the entrepreneurial activities of the partnership and bear limited liability within the limits of the amounts contributed by them deposits. In essence, TV (CT) is a complicated type of PT.

In a general partnership and limited partnership, shares of property cannot be freely assigned, all full members bear unconditional and joint and several liability for the liability of the organization (they answer with all their property).

Business partnerships (HT), as well as business companies (CO), are commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Differences between CT and CW are manifested, in relation to their more specific forms, in the ways of their formation and functioning, in the characteristics of their subjects in terms of the degree of liability of these subjects, etc. In the most general form, all these differences can be interpreted in the context of the ratio of corporate partnerships .

Business companies may be created in the form of a joint stock company, a limited or additional liability company. In partnerships and societies, the means and efforts of their participants are combined to achieve a single economic goal. Partnerships are characterized by closer personal relationships of the participants; these are most often associations of persons in which the personal qualities of the participants are of decisive importance. In societies, in the foreground is the pooling of capital, and the personal qualities of the participants are not of decisive importance.

A production cooperative (artel) is a voluntary association of citizens for the joint conduct of entrepreneurial activities on the basis of their personal labor and other participation, the initial property of which consists of shares of members of the association bearing subsidiary liability for all its obligations in the manner and in the amount established by the charter and legislation on production cooperatives (Article 107 of the Civil Code of the Russian Federation).

By the time of state registration, at least 10% of the unit fund of the cooperative must be paid. The rest is paid during the first year of operation of the production cooperative.

Citizens, legal entities (if it is provided for by the charter) can be participants in a cooperative. The number of members of a production cooperative may not be less than five. The number of members of the cooperative who do not take personal labor participation in its activities is limited to 25% of the number of members participating in the work of the cooperative by personal labor (Article 7 of the Federal Law "On Production Cooperatives").

The founding document of a production cooperative is the charter. The supreme governing body is the general meeting of members of the cooperative, which has exclusive competence.

Features of the legal status of a production cooperative are enshrined in the Civil Code of the Russian Federation, as well as in the Federal Law "On Production Cooperatives".

As noted by Pereverzev M.P., Luneva A.M., the most common forms of organization in large and medium-sized businesses are joint-stock companies. The difference between joint-stock companies lies in the fact that they are granted the right to raise the necessary funds by issuing securities - shares Pereverzev M.P., Luneva A.M. Fundamentals of Entrepreneurship / Under the general. ed. M.P. Pereverzeva. - M, 2009. - P.27.

The legal status of a joint stock company is determined by the Civil Code of the Russian Federation, as well as the Federal Law "On Joint Stock Companies".

The authorized capital of joint-stock companies is formed from a certain number of shares. The number and par value of shares is determined in the articles of association. At the same time, the participants of a joint-stock company are not liable for its obligations and are responsible for the results of its activities within the limits of the value of their shares. Most of these companies in Russia in the 1990s were created through the privatization of state or municipal enterprises. Privatization of state and municipal property - paid alienation of property (objects of privatization) owned by the Russian Federation, subjects of the Federation or municipalities into the ownership of individuals and legal entities.

A joint-stock company (JSC) is a company whose charter capital consists of the nominal value of the shares of the company acquired by shareholders and, accordingly, is divided into this number of shares, and its participants (shareholders) bear material liability within the value of their shares. Joint-stock companies are divided into open and closed (JSC and CJSC). Participants of the OJSC may alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription for issued shares and their free sale. In a CJSC, shares are distributed by closed subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian law is limited to 50 persons.

One of the types of commercial organizations are also state and municipal unitary enterprises, the legal status of which is determined by the Civil Code of the Russian Federation, as well as the Federal Law "On State and Municipal Unitary Enterprises".

State and municipal unitary enterprises (UE) include enterprises that are not endowed with the right of ownership to the property assigned to them by the owner. This property is in state (federal or subjects of the federation) or municipal property and is indivisible. There are two types of unitary enterprises (Table 1. APPENDIX 3) Asaul A.N. Organization of entrepreneurial activity - St. Petersburg, 2008. - P. 95:

• 1) based on the right of economic management (they have wider economic independence, in many respects they act as ordinary commodity producers, and the owner of the property, as a rule, is not liable for the obligations of such an enterprise);
• 2) based on the right of operational management (state-owned enterprises) - in many respects they resemble enterprises in a planned economy, the state bears subsidiary responsibility for their obligations if their property is insufficient.

The charter of a unitary enterprise (UE) is approved by the authorized state (municipal) body and contains:

• - the name of the enterprise with an indication of the owner (for a state enterprise - with an indication that it is a state enterprise) and location;
• - the procedure for managing activities, the subject and goals of activities;
• - the size of the statutory fund, the procedure and sources of its formation.

The authorized capital of the UE is fully paid by the owner before state registration. The amount of the authorized capital is not less than 1000 minimum monthly wages as of the date of submission of documents for registration.

If the value of net assets at the end of the financial year is less than the size of the statutory fund, then the authorized body is obliged to reduce the statutory fund, about which the enterprise notifies creditors.

Unlike commercial legal entities - owners of property (economic partnerships, companies and production cooperatives), state and municipal enterprises:

• - manage not their own property, but state or municipal property;
• - they do not have the right of ownership, but limited real rights (the right of economic management, the right of operational management);
• - endowed with special (rather than general) legal capacity;
• - are unitary, since their property cannot be distributed among contributions (shares, shares).

The following types of unitary enterprises are created and operate in the Russian Federation:

• 1) unitary enterprises based on the right of economic management:
  • - federal state enterprise;
  • - state enterprise of a subject of the Russian Federation (state enterprise);
  • - municipal enterprise;
• 2) unitary enterprises based on the right of operational management:
  • - federal state enterprise;
  • - state-owned enterprise of a constituent entity of the Russian Federation;
  • - municipal state enterprise.

State-owned enterprises differ from other state and municipal enterprises in that:

• - are endowed with a real limited right of operational management, while other state-owned enterprises have the right of economic management; entrepreneurship organizational commercial cooperative
• - the right of operational management is much narrower than the right of economic management;
• - does not have the right to independently dispose of not only immovable, but even movable property;
• -unlike other state-owned enterprises, they cannot be declared bankrupt;
• - the state (the Russian Federation or a constituent entity of the Russian Federation) bears additional responsibility for their obligations if their property is insufficient;
• - they do not form a statutory fund, while in enterprises based on the right of economic management, such a fund is created (the size of the fund of a state enterprise cannot be lower than 5000 minimum wages, municipal - 1000 minimum wages) Smagina I. BUT. Entrepreneurial law - M., 2007 - P.19.

Municipal unitary enterprise.

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

Constituent document - a charter approved by an authorized state body or local self-government body.

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

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 has occurred through 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 enterprise may receive assistance from the state or local government. However, the management and other employees of the enterprise will not be sufficiently interested in efficient work. SE, as a rule, are not able to compete with private enterprises.