Organizational and legal forms of activity of legal entities. Organizational forms of legal entities and their comparison

The legal capacity of legal entities, unlike citizens, even within the same organizational and legal form, is different. The legal capacity of a legal entity arises from the moment of its state registration. In addition, for certain types of activities defined by law, legal entities need to obtain a special permit - a license.

Under current legislation, all legal entities, including business organizations, are divided into two large groups.

The first includes those entrepreneurial organizations that have a general legal capacity. They may have civil rights and bear civil obligations necessary for the implementation of any types of entrepreneurial activity not prohibited by law. The circle of such legal entities includes commercial organizations (with the exceptions established by law. Making a profit for them is the main goal of their activity, they are professionally engaged in entrepreneurship. These include:

General partnership

A partnership is recognized as full, the participants of which (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, property belonging to them. The management of the activities of a general partnership is carried out by common agreement of all participants. As a rule, each participant in a general partnership has one vote. The participants jointly and severally bear subsidiary liability with their property for the obligations of the partnership.

General partnerships are characteristic mainly for agriculture and the service sector; as a rule, they are small-scale enterprises, the activities of which are quite easy to control.

Faith partnership

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 responsible for entrepreneurial activities on behalf of the partnership and liable for its obligations with their property (general partners). There are one or more participants-contributors (limited partners) who bear the risk of 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 implementation of entrepreneurial activities by the partnership.

Since this legal form allows attracting significant financial resources through an almost unlimited number of limited partners, it is typical for larger enterprises.

Limited Liability Company (LLC)

A company founded by one or more persons is recognized as such, the authorized capital of which is divided into shares determined by the constituent documents; LLC participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the size (value) of their contributions. The authorized capital of an LLC is made up of the value of the contributions of its participants. The LLC is not bound by public liability. This legal form is most common among small and medium enterprises.

Additional Liability Company

A company whose members jointly and severally bear subsidiary liability for the obligations of the company with their property in the same multiple for all of the value of their contributions, determined by the constituent documents of the company itself. Features of the responsibility of ALC participants and determined the existence of this organizational and legal form of commercial organizations

Joint Stock Company (JSC)

A company is recognized as such, the authorized capital of which is divided into a certain number of shares; JSC participants (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 open. Such a joint-stock company has the right to subscribe for shares issued by it and their free sale on the terms established by law. An open joint-stock company is obliged to annually publish for general information the annual report, balance sheet, profit and loss account.

A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, shall be recognized as closed. The founding document of a joint-stock company is its charter. The authorized capital of a joint-stock company is made up of the nominal value of the shares of the company acquired by the shareholders. The supreme governing body of a joint-stock company is the general meeting of shareholders. The advantages of the joint-stock form of organization of enterprises are: the possibility of mobilizing large financial resources; the ability to quickly transfer funds from one industry to another; the right to freely transfer and sell shares, ensuring the existence of companies, regardless of changes in the composition of shareholders; limited liability of shareholders; separation of ownership and control functions. The legal form of a joint-stock company is preferable for large enterprises where there is a great need for financial resources.

Production cooperatives

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production activities based on their personal labor and other participation, the association of property share contributions by its members (participants). In Russia they were known as artel associations.

A production cooperative is a commercial organization. The founding document of a production cooperative is its charter, approved by the general meeting of its members. The number of members of the cooperative must not be less than five. The property owned by the PC is divided into shares of its members in accordance with the charter of the cooperative. The cooperative is not entitled to issue shares. A member of a cooperative has one vote in making decisions by the general meeting.

A special kind of commercial organizations are subsidiaries and dependent business companies. A business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise, has the ability to determine decisions made by such a company. A business company is recognized as dependent if another (predominant, participating) company has more than 20% of the voting shares of a joint-stock company or 20% of the authorized capital of a limited liability company.

The second group includes legal entities - holders of special legal capacity. The essence of special legal capacity is that its holders can have only those civil rights that correspond to the goals of the activity provided for in their constituent documents, and bear the obligations associated with this activity. This group consists of:

a) commercial organizations that, as an exception to the general rule, do not have general legal capacity (state and municipal unitary enterprises and other types of organizations provided for by law, such as banks, insurance organizations). Unitary enterprises, as well as other commercial organizations, in respect of which special legal capacity is provided, are not entitled to make transactions that contradict the goals and subject of their activities, defined by law or other legal acts. Such transactions are void.

The state and other public legal entities as subjects of commercial law have legal capacity and legal capacity. Moreover, the legal capacity of these subjects in the field of commercial law as part of civil law is a special

The state and administrative-territorial formations should be classified as special, different from citizens and legal entities, participants (subjects) of commercial legal relations.

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 it by the owner.

Some enterprises (the majority of them) own property on the right of economic management, and others on the right of operational management. Legislation establishes the types of activities that can be carried out exclusively by state-owned enterprises (production of weapons and ammunition, narcotic and nuclear substances, processing of precious metals and radioactive elements, etc.).

b) non-profit organizations (making profit is not their main goal, and the profit received is not divided among the participants of the organization). These include: consumer cooperatives (they are the only type of non-profit organization in which income received from entrepreneurial activity is distributed among its members); public or religious organizations (associations) financed by the owner of the institution; charitable and other foundations; other organizational and legal forms provided by law. In particular, the Federal Law "On non-profit organizations" dated January 12, 1996 No. two such forms have been introduced: a non-profit partnership and an autonomous non-profit organization.

Non-profit organizations can be created to achieve social, charitable, cultural, educational, scientific and managerial goals, in order to protect the health of citizens, develop physical culture and sports, meet the spiritual and other non-material needs of citizens, protect the rights, legitimate interests of citizens and organizations, resolve disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits. It must be emphasized that non-profit organizations can carry out entrepreneurial activities only insofar as it serves to achieve the goals for which they were created, and corresponding to these goals. Such activity is the profitable production of goods and services that meet the goals of creating a non-profit organization, as well as the acquisition and sale of securities, property and non-property rights, participation in business companies and participation in limited partnerships as a contributor. A non-profit organization keeps records of income and expenses for entrepreneurial activities.

Any organization seeking to participate in the commercial, civil or political life of the state must be formalized. That is (YUL). But since different types of activities have their own differences and features, the organizational and legal forms of legal entities also differ.

Types of legal entity

The status of a legal entity is determined by Article 48 of the Civil Code of the Russian Federation. He suggests:

• Separate property.
• Acquisition of civil rights.
• Opportunity to be represented in court.
• Registration in the state register under one of the forms recognized by law.

It follows that in order to legitimize its existence, each association must choose a form that corresponds to the goals of its life.

There are several qualitative differences between legal entities. Here they are.

• In relation to property:
  • Private.
  • State.
• According to the goals of the activity:
  • Commercial production.
  • Non-commercial.
• According to the founders:
  • Unitary (state) companies.
  • The founders are only legal entities.
  • Mixed composition.
• In relation to participants in property rights:
  • With real (absolute) right to property.
  • With a liability (arising in connection with participation in the company) right to property.
  • Without any right to property.
• In relation to the right to own property:
  • Own.
  • Operational management.
  • Business management.

The concept, functions, examples of types of legal entities are given in this video:

Organizational and legal forms of legal entities

Depending on this division, organizational and legal forms of divisions and companies are formed.

OPF YUL

Institutions

• Participation in business development (reserve or target).
• Implementation of charity or social programs (non-commercial).
• investment programs.

Why accumulate funds and distribute them in accordance with the goals declared during the creation. The capital of the funds (and property) is formed by the participants on the basis of voluntary law.

OOO

The most common type of business entity. The main feature is the minimum risks for the participants, since in the case, the founders are liable only in the amount. Which is formed by the participants of the society during its creation. LLC can be:

• (up to 50).
• Established by individuals only.
• Or legal entities of different forms of ownership.
• Have a mixed membership.

Religious associations

• Innovation activity.
• Work not related to direct production.
• And projects with a risky outcome.

Production cooperatives

Created by the founders for economic activities, the participants of which:

• They contribute their shares or replace them with personal participation in the production of products.
• Participate in the ownership of the enterprise in proportion to their contribution.
• I make decisions only at the general meeting (with the exception of those delegated to the governing bodies).
• They are responsible not only for the share, but also for personal property.

General partnerships

OPF, in which each member of the partnership is liable, regardless of the degree of his participation and the length of stay in the company. characterized by the ability to quickly attract third-party capital. The size of the contribution of the founders to the creation of the company is not limited, but the profit is divided in accordance with the amount of invested funds.

Faith partnerships

The composition of the participants of which is represented by two unequal categories:

• Complete comrades. These are individual entrepreneurs or firms that are fully involved in the management of the partnership and can act on its behalf, but are liable with all personal property.
• Limited partners. They make their financial contribution and receive part of the profits, but do not participate in the work of the partnership. Responsibility is only a contribution.

Companies with additional liability

In the case of the liability of the company's participants, in comparison with the LLC, it is strengthened, and extends to:

• Own property.
• In addition, they are liable for the debts of the company and co-founders in proportion to their shares.

Although such harsh measures are attractive to investors.

Non-public joint-stock companies

Or simply this form by the fact that the entire block of shares of the company is distributed only among the co-founders. That is:

• They cannot bid.
• But they can be resold among the founders through a regular transaction.
• Decisions on revaluation, issue or reduction in the number of shares are taken at the general meeting.

The differences between commercial legal entities and non-commercial ones are described in this video:

The variety of forms of ownership is the basis for the creation of various organizational and legal forms of organizations. According to the current Russian legislation, 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.

Private property includes:

a) the property of individual citizens, including the property of personal subsidiary plots, vehicles and real estate;

b) the property of an association of citizens (general partnerships);

c) property of groups of individuals - limited liability partnerships, joint-stock companies (closed and open, property of cooperatives);

d) property of business associations (business companies and partnerships, concerns, holdings, associations, unions, etc.);

e) mixed property of citizens and legal entities. State property is formed by objects:

a) federal (RF) property;

b) the property of the constituent entities of the Russian Federation (republics, territories, regions, autonomous districts and cities of Moscow and St. Petersburg);

c) municipal (districts, districts, prefectures) property.

Mixed ownership is formed as a combination of different forms of ownership. Organizations (companies) with a mixed economy are companies in which the state or any public body is combined with private capital for various reasons, for example, state participation in a private company, activities

which meets the state interests, or to control and direct its general policy, etc. The state, participating in such companies, seeks not so much to make a profit, but to direct the policy of these organizations. This is sometimes the duality of such a system, since, on the one hand, a situation may arise when members of the board representing the state contribute to the weakening of the production and financial responsibility of the company, seek to impose on it the point of view of the government, which does not always help its successful activities. On the other hand, such a company expects to receive various kinds of privileges. To balance these interests, it is necessary that government representatives participate in the economic activities of the company and be responsible for its economic performance.

According to the form of ownership, organizations can be divided into private and public (Fig. 3.3).

Organizations of the private sector of the economy differ depending on whether one or more persons are its owners, on responsibility for its activities, on the way in which individual capitals are included in the total capital of the organization. The public sector of the economy is state (federal and federal subjects) and municipal enterprises (meaning not so much the fact that the state acts as an entrepreneur, but the fact that state or public enterprises operate on the principles of entrepreneurship).

Business entities

The private sector (entrepreneurial activity of citizens without the formation of a legal

business entities and partnerships and societies, cooperatives)

public sector

(state: federal, subjects of the Federation and municipal enterprises)

General business principles

Rice. 3.3. Typology of enterprises by form of ownership

An individual entrepreneur (IP) - a capable citizen independently, at his own risk and under personal individual responsibility, carries out entrepreneurial activities and is registered for these purposes in the prescribed manner.

An individual entrepreneur is fully liable for obligations with all his property, with the exception of that which is levied in accordance with the Civil Code of the Russian Federation. This means that the collection of debts of an individual entrepreneur can also be imposed on his personal property that is not involved in entrepreneurial activities.

State registration as an individual entrepreneur occurs without the formation of a legal entity, but he is a full participant in civil circulation, therefore, the legal norms governing the activities of commercial organizations apply to him. An individual entrepreneur can, after paying taxes, dispose of the profits received at his discretion. For him, a simplified form of the taxation system is provided, which consists in the quarterly payment of taxes on the declared

IP income. Individual entrepreneurs' personal income is taxed in the same way as personal income tax.

An individual entrepreneur has the right to create commercial organizations. After registering as a commercial organization, an individual entrepreneur can hire and fire employees. He can invest his capital in other areas of activity, deriving profit from this. The number and value of property owned by an individual entrepreneur is not limited by law. Land plots of the enterprise, property complexes, buildings, structures, equipment, securities, etc. may be in private ownership. An individual entrepreneur can be a participant in general partnerships, as well as enter into agreements on joint activities (in the form of a simple partnership).

On the territory of Russia, individual entrepreneurs have the same rights as legal entities. According to the law "On investment activity in the Russian Federation", foreign citizens can also engage in entrepreneurship. All investors enjoy equal rights; protection of these rights is guaranteed by the state regardless of the form of ownership.

An individual entrepreneur is the head of a peasant (farm) economy, carrying out activities without forming a legal entity.

The state registration of a citizen as an individual entrepreneur becomes invalid and his activity is terminated from the moment:

A court decision on declaring an individual entrepreneur insolvent (bankrupt);

Receipt by the registering authority of the entrepreneur's application for the annulment of his state registration and as an entrepreneur and the certificate of registration previously issued to him;

death of a citizen;

Recognition of a citizen by a court decision as incapable or partially capable (in the absence of the consent of the trustee to engage in entrepreneurial activities by the ward citizen).

An individual entrepreneur who is unable to satisfy the requirements of creditors related to the implementation of entrepreneurial activities may be declared insolvent (bankrupt) by a court decision.

Individual entrepreneurship is a priority for people who are able to single-handedly control the decision-making process. The advantage of sole proprietorship is the payment of only income tax, which makes his business more sustainable and attractive, as well as independence in the distribution of profits. An important advantage of an individual business is its mobility when changing activities.

Commercial organizations are divided into three major categories: organizations that unite individual citizens (individuals); organizations that combine capital and state unitary enterprises (Fig. 3.4). 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 general 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 .

Commercial organizations whose main activity is profit making (Article 50 of the Civil Code, clause 2)

Business partnerships and companies (Art. 66-68 of the Civil Code)

Production cooperatives (Art. 107-112 of the Civil Code)

State unitary enterprises (art.

113 GK)

Business partnerships

Business companies

On the right of economic management (Article 114 of the Civil Code)

Full partnership (Article 69-81 of the Civil Code)

Limited partnership (limited partnership)

(Article 82-86 of the Civil Code)

On the right of operational management of a CW with additional liability (Article 95 of the Civil Code) Subsidiary unitary enterprise on the right of economic management of a Limited Liability Company (Article 8794 of the Civil Code)

/ Closed JSC

Joint stock companies (JSC) (Article 96-104 of the Civil Code)

Open JSC Subsidiary economic company (Article 105 of the Civil Code)

Dependent business company (Article 106 of the Civil Code)

Rice. 3.4. Organizational and legal forms of commercial organizations

A production cooperative (PC) 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 its association

members (participants) of property share contributions. The features of the GoC are the priority of production activities and the personal labor participation of its members, the division of the property of the GoK into shares of its members (Fig. 3.5).

Cooperatives and organizations with the participation of workers in management and profits, which have become widespread in a mixed economy, have certain advantages over entrepreneurial-type companies in labor productivity, social climate and labor relations, and income distribution. The introduction of inherently socialist principles of organization into economic activity (participation of workers in management, in profits and in the ownership of shares) is seen as a means of overcoming the difficulties that entrepreneurial-type organizations constantly face: bureaucratization of management structures in large corporations; weak interest of workers in the success of the company (because their remuneration is still limited by salary); losses from strikes and labor conflicts; high labor turnover, associated in the current conditions with especially high costs due to the growing costs of training workers for specific activities in this particular organization, etc. A cooperative for performing various types of work (mining, solving scientific and technical problems ) Production (profile - production of goods) 1 Construction and repair (profile - provision of construction and repair services)

Sales (profile - sales of products manufactured by partners, mainly wholesale)

Trade (profile - trade in partners' products, mainly retail trade)

Rice. 3.5. Types of cooperatives

But purely self-managed companies lose out to entrepreneurial ones in a number of ways: in addition to reacting weakly and possibly back to market signals in the short term, they are prone to “underinvestment,” i.e., eating away their profits; in the long run, they are conservative in risky projects and technical innovations.

A joint-stock company (JSC) is a company whose authorized 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) are liable within the value of their shares (Fig. 3.6). 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 legislation is limited to 50 persons.

A limited liability company (LLC) is a company whose authorized capital is divided into shares of participants who are liable only to the extent of one hundred

A joint-stock company (JSC) is a company whose authorized 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) are liable within the value of their shares (Fig. 3.6). 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. Shares securities, certificates of making a share in the authorized capital, giving the right to vote at the general meeting and the right to receive dividends as part of the profit -? The share price depends on supply and demand on the stock exchange and the "street market"

The controlling stake is owned by one individual or legal entity, allows the holder to control the activities of the JSC

Unpacking of shares exchange of shares for other securities at the initiative of JSC Fig. 3.6. Characteristics of shares

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.

A limited liability company (LLC) is a company whose authorized capital is divided into shares of participants who are liable only to the extent of the value of their contributions. Unlike

partnerships, an executive body is created in the LLC, which carries out the current management of its activities.

An additional liability company (ALC) is essentially a type of LLC. Its features: joint and several subsidiary liability of participants for the obligations of ALCs with their property in the same multiple for all to the value of their contributions, determined in the constituent documents; division in the event of bankruptcy of one of the participants in the ALC of his liability for the obligations of the company between other participants in proportion to their contributions.

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 3.1):

Table 3.1

Types of unitary enterprises Unitary enterprise Property Establishment Responsibility of the enterprise On the right of economic management In state or municipal ownership By decision of the authorized state (municipal) body The owner is not liable for the obligations of the enterprise On the right of operational management (federal state-owned enterprise) In state ownership By decision of the Government of the Russian Federation The enterprise is liable for all its obligations with all its property and is not liable for the obligations of the owner. The Government of the Russian Federation bears subsidiary responsibility for the obligations of a state-owned enterprise 1) based on the right of economic management (they have broader economic independence, in many respects act as ordinary commodity producers, and the owner of the property, as a rule, is not liable for the obligations of such an enterprise);

Non-profit organizations are organizations that do not have profit making as the main goal of their activities and do not distribute the profit (income) received between members and participants of the organization.

The Civil Code of the Russian Federation establishes the following main types of non-profit organizations:

consumer cooperative;

Public and religious organizations (associations);

Institutions.

In addition, in the Civil Code of the Russian Federation, associations of legal entities (associations and unions) are especially highlighted, and in other federal laws - autonomous non-profit organizations, state corporations, etc.

Non-profit organizations can be created in the following forms:

1. Public and religious organizations (associations)

2. Communities of indigenous peoples of the Russian Federation

3. Cossack societies

5. State Corporation

6. State company

7. Non-profit partnerships

8. Private institutions

9. State and municipal institutions

10. Budget institutions

11. Autonomous non-profit organization

12. Associations of legal entities (associations and unions).

21. Organizational and legal forms of commercial legal entities

In accordance with this, the dominant division of legal entities was acquired by commercial organizations (Articles 66-115 of the Civil Code of the Russian Federation) - organizations pursuing profit making as the main goal of their activities. They include three main varieties:

a) business partnerships and companies;

b) production cooperatives;

c) state and municipal unitary enterprises.

Business companies and partnerships include:

a) general partnership;

b) partnership in faith;

c) a limited liability company;

d) additional liability company;

e) joint-stock company.

Each of these societies can be established and consist of one person - a subject of civil law.

The Civil Code of the Russian Federation determines in what types of partnerships and companies and in what capacity individual entities, including individual entrepreneurs and (or) commercial organizations, can participate. Thus, state and municipal bodies are not entitled to act as participants in economic companies and contributors in limited partnerships.

A contribution to the property of a business partnership or company can be a variety of property - money, securities, other things or property rights that have a monetary value.

Many provisions on business partnerships and companies, enshrined in the Civil Code of the Russian Federation and in special laws, relate to detailing the features and practical activities of individual commercial organizations, including the rights and obligations of their participants, the transformation of partnerships and companies, etc.; in each case they require special study, taking into account the exact text of the Civil Code of the Russian Federation and special laws, constituent documents. In this textbook, they are reflected only on fundamental, fundamental issues in accordance with the provisions of Russian civil law.

22. Legal position of the arbitration manager

Federal Law "On Insolvency (Bankruptcy)" dated October 26, 2002 N 127-FZ in Art. twenty.

A citizen of the Russian Federation who is a member of one of the self-regulatory organizations of arbitration managers is recognized as an arbitration manager.

The arbitration manager is a subject of professional activity and carries out professional activity regulated by the Bankruptcy Law, being engaged in private practice.

The arbitration manager has the right to engage in other types of professional activities and entrepreneurial activities, provided that such activities do not affect the proper performance by him. The arbitration manager has the right to be a member of only one self-regulatory organization.

The self-regulatory organization of arbitration managers establishes the following mandatory conditions for membership in this organization:

availability of higher professional education;

at least one year of work experience in senior positions and at least six months of internship as an assistant arbitration manager in a bankruptcy case or an internship as an assistant arbitration manager in a bankruptcy case for at least two years, if longer periods are not provided for by the standards and the rules of professional activity of arbitration managers approved by the self-regulatory organization (hereinafter referred to as the standards and rules of professional activity);

passing a theoretical exam under the training program for arbitration managers;

the absence of punishment in the form of disqualification for committing an administrative offense or in the form of deprivation of the right to hold certain positions or engage in certain activities for committing a crime;

no conviction for an intentional crime.

Compulsory liability insurance contracts for an arbitration manager.

The bankruptcy commissioner is vested with the powers of the head of the debtor, he is subject to all the requirements established by federal laws and other regulatory legal acts of the Russian Federation for the head of such a debtor, and in relation to him all the measures of responsibility established by federal laws and other regulatory legal acts of the Russian Federation for the head of such debtor are applied. debtor.

The bankruptcy trustee has the right to:

convene a meeting of creditors;

convene a committee of creditors;

apply to the arbitration court with applications and petitions in the cases provided for by this Federal Law;

receive remuneration in the amount and in the manner established by this Federal Law;

engage other persons to ensure the obligations assigned to him in a bankruptcy case on a contractual basis with payment for their activities at the expense of the debtor, unless otherwise established by this Federal Law, standards and rules of professional activity or an agreement between an arbitration manager and creditors;

request the necessary information about the debtor, his property, including property rights, and the obligations of the debtor from individuals, legal entities, state bodies and local governments;

file an application with the arbitration court for release from the performance of the duties assigned to him in the bankruptcy case.

The bankruptcy trustee is required to:

take measures to protect the debtor's property;

analyze the financial condition of the debtor and the results of its financial, economic and investment activities;

keep a register of creditors' claims, except for the cases provided for by this Federal Law;

provide a register of creditors' claims to persons requiring a general meeting of creditors within three days from the date of receipt of the claim in the cases provided for by this Federal Law;

in case of detection of signs of administrative offenses and (or) crimes, report them to the authorities whose competence includes initiating cases on administrative offenses and considering reports of crimes;

provide the meeting of creditors with information about transactions and actions that entail or may entail civil liability of third parties;

reasonably and justifiably incur the costs associated with the performance of the duties assigned to him in the bankruptcy case. The obligation to prove the unreasonableness and groundlessness of the implementation of such expenses rests with the person who filed the appropriate application with the arbitration court;

identify signs of intentional and fictitious bankruptcy in the manner prescribed by federal standards, and report them to the persons participating in the bankruptcy case to the self-regulatory organization, of which the arbitration manager is a member, to the meeting of creditors and to the bodies whose competence includes initiating cases of administrative offenses and consideration of reports of crimes;

perform other functions established by this Federal Law.

Federal Agency for Education

State educational institution

higher professional education

"Kovrov State Technological Academy

named after V.A. Degtyarev"

Department of Management

in the discipline "Economic Law"

on the topic: Organizational and legal forms of commercial organizations.

Supervisor:

Yu.A. Lapin

Executor:

Art. gr. ZMN-106

E.A. Bolshakov

Kovrov 2008

Introduction…………………………………………………………………...3

Business partnerships……………………………………………4

Economic companies…………………………………………………7

Production cooperatives………………………………………..11

State and municipal unitary enterprises………..14

Conclusion……………………………………………………………….18

List of used literature…………………………………...19

Introduction:

In accordance with Art. 50 of the Civil Code, legal entities can be organizations that pursue profit making as the main goal of their activities (commercial organizations) or do not have such a goal and do not distribute profit among participants (non-profit organizations).

The main criterion for their differentiation is the main goal of the activity - making a profit or not. Neither the form of ownership (state, cooperative, etc.), organizational and legal form, nor other circumstances is absolutely irrelevant.

Commercial organizations can act in the form of: business communities (JSC, 000, ODO), partnerships (full and limited), production cooperatives. This list is closed - rental, folk, collective, etc. are excluded from the circle of commercial organizations. organizations mentioned in previous legislation.

The most popular are commercial organizations such as business companies. They are often confused with business partnerships. Meanwhile, an integral feature of any partnership is the direct participation in its activities of the persons who founded the partnership, while the property of the founders (their capital) is combined in the company. There may not be a union of the property of the founders (we are not talking about the share capital, but other property). On the other hand, the participants in the company, along with the pooling of their capital, may also take part in its activities, or may not.

Organizational and legal forms (OPF) of commercial organizations

Commercial organizations (organizations pursuing profit as the main goal of their activities (clause 1, article 50 of the Civil Code of the Russian Federation)) can be created in the following organizational and legal forms.

1. Business partnerships (clause 2, article 50 of the Civil Code of the Russian Federation)

Business partnerships are recognized as commercial organizations with shared capital divided into shares (contributions) of founders (participants) (clause 1, article 66 of the Civil Code of the Russian Federation).

Organizational and legal forms of economic partnerships:

full partnership (clause 2, article 66 of the Civil Code of the Russian Federation).

General partnerships are recognized as partnerships 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 their property (clause 1, article 69 of the Civil Code of the Russian Federation);

If individuals are members of a general partnership, then they acquire the status of citizen-entrepreneurs, however, these persons do not undergo special registration (individually, outside the framework of a general partnership), although they receive an individual certificate of registration as an entrepreneur.

The agreement is the only founding document of the partnership. Since there is no authorized capital in it, the minimum amount of share capital is not defined, the memorandum of association should reflect such specifics of a general partnership. Mandatory information of the memorandum of association is established by paragraph 2 of Art. 52 of the Civil Code and paragraph 2 of Art. 70 GK. Other information included in the contract must not contradict the requirements of the law. The founding agreement of a partnership, as well as amendments and additions to it, are subject to state registration.

In this agreement, the founders undertake to create a general partnership. This document must contain information about:

1. the procedure for joint activities of general partners in the creation of this type of commercial organization;

2. conditions for the transfer of property to a general partnership;

3. conditions for the participation of full partners in its activities;

4. conditions and procedure for the distribution of net profit between general partners;

5. the procedure and conditions for the distribution of losses from the activities of the partnership between its participants;

6. the procedure for managing the partnership;

7. the procedure for the withdrawal of general partners from its membership;

8. size and composition of the share capital;

9. the amount, composition, terms and procedure for the general partners to make their contributions to the share capital. Each participant is obliged to make at least half of his contribution to the share capital by the time of registration of the partnership. The rest of the contribution must be made within the terms established by the memorandum of association;

10. the amount and procedure for changing the shares of each of the participants in the partnership in the share capital;

11. brand name. It must contain either the names (names) of all its participants and the words “general partnership”, or the name (name) of one or more participants with the addition of the words “and company”, as well as “general partnership” (see Articles 54, 69 of the Civil Code );

12. location of the partnership; It is determined by the place of state registration;

13. other information provided for by law or subject to inclusion in the constituent agreement at the insistence of the participants (otherwise the agreement will not be considered concluded, Article 432 of the Civil Code).

Since a general partnership is a commercial organization, there is a need for the day-to-day management of its affairs. After all, it is necessary to conclude deals with partners, interact with tax authorities, statistics, labor and employment authorities, etc.

Participation in the activities of the partnership can be expressed in various forms. So, a general partner must take part in management, in the formation of property, in the conduct of common affairs, in concluding contracts, making other transactions, etc. Since the participants in the partnership created precisely a commercial organization, it is obvious that they jointly carry out entrepreneurial activities, perform certain work: in the manufacture of goods, the provision of services, storage, sale of finished products, etc. Specifically, this or that form, as well as the degree of participation of each, is stipulated in the memorandum of association.

Limited partnership (partnership in limited partnership) (clause 2, article 66 of the Civil Code of the Russian Federation).

Limited partnerships (limited partnerships) are partnerships 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 of 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 implementation of entrepreneurial activities by the partnership (clause 1, article 82 of the Civil Code of the Russian Federation).

The position of general partners participating in a limited partnership and their liability for the obligations of the partnership are determined by the rules of the Civil Code of the Russian Federation on participants in a general partnership.

A person may be a general partner in only one limited partnership.

A participant in a general partnership cannot be a general partner in a limited partnership.

A general partner in a limited partnership cannot be a participant in a general partnership.

The company name of a limited partnership must contain either the names (names) of all general partners and the words "limited partnership" or "limited partnership", or the name (name) of at least one general partner with the addition of the words "and company" and the words "partnership on faith" or "limited partnership".

If the business name of a limited partnership includes the name of a contributor, such contributor becomes a general partner.

The rules of the Civil Code of the Russian Federation on a general partnership are applied to a limited partnership insofar as this does not contradict the rules of the Civil Code of the Russian Federation on a limited partnership. See Article 82 of the Civil Code of the Russian Federation. "Basic Provisions on the Partnership in Faith".

2. Business companies (clause 2, article 50 of the Civil Code of the Russian Federation)

Business companies are recognized as commercial organizations with the authorized capital divided into shares (contributions) of the founders (participants) (clause 1 of article 66 of the Civil Code of the Russian Federation).

Organizational and legal forms of business companies:

joint-stock company (clause 3, article 66 of the Civil Code of the Russian Federation; clause 1, article 2 of the Federal Law "On Joint-Stock Companies").

Joint-stock companies are companies 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 (clause 1, article 96 of the Civil Code of the Russian Federation; clause 1, article 2 of the Federal Law "On Joint-Stock Companies") .

Types of joint-stock companies:

public corporation.

Joint-stock companies are recognized as open joint-stock companies, the participants of which can alienate their shares without the consent of other shareholders (clause 1, article 97 of the Civil Code of the Russian Federation; clause 2, article 7 of the Federal Law "On Joint-Stock Companies");

closed joint stock company.

Joint-stock companies are recognized as closed joint-stock companies, the shares of which are distributed only among the founders or other predetermined circle of persons (clause 2, article 97 of the Civil Code of the Russian Federation; clause 3, article 7 of the Federal Law "On Joint-Stock Companies");

limited liability company (clause 3, article 66 of the Civil Code of the Russian Federation; clause 1, article 2 of the Federal Law "On Limited Liability Companies").

Limited liability companies are companies established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents; 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, within the value of their contributions (clause 1, article 87 of the Civil Code of the Russian Federation; clause 1, article 2 of the Federal Law "On Limited Liability Companies" );

company with additional liability (clause 3, article 66 of the Civil Code of the Russian Federation).

Companies with additional liability are companies established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants in such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple for all of the value of their contributions, determined by the constituent documents of the company (clause 1, article 95 of the Civil Code of the Russian Federation).

For doing business in the field of small and medium-sized businesses, the most preferred organizational and legal forms of commercial organizations and enterprises are a closed joint-stock company (CJSC) and a limited liability company (LLC).

CJSC and LLC have a lot in common, including:

The same procedure and conditions for conducting economic and financial activities and taxation;

The same amount of the minimum authorized capital (equal to 100 minimum wages) and the procedure for its formation;

The same restrictions on the number of founders (from one to fifty persons, both legal entities and individuals).

CJSC and LLC have several fundamental differences between themselves, which should be taken into account when choosing between these two organizational and legal forms, namely:

a) Much greater protection of the property interests of an LLC participant compared to a CJSC shareholder:

When leaving the LLC, its participant is paid the actual value of his share in the property of the LLC (determined on the basis of the data of the LLC's financial statements) in cash or, with the consent of the withdrawing participant, he is given property of the same value in kind;

In a CJSC, the property and assets of a joint-stock company can be distributed among shareholders only in the event of its liquidation, and the exiting shareholder has the right to sell his shares at market value, which, despite the significant amount of the CJSC's net assets, can be very small.

On the other hand, this state of affairs makes a CJSC, compared to an LLC, much more secure, due to the lower probability and possibility of “pulling away” the property of the company by the outgoing shareholders.

b) In accordance with the requirements of the current legislation, a CJSC, after its state registration, must register the issue of its shares with the Federal Financial Markets Service (FFMS). The registration procedure for the issue of shares is obligatory, paid additionally and takes time, however, while the shares are registered with the FFMS, a CJSC, from the moment of its state registration, has the right to carry out economic and financial activities in full without any restrictions.

c) From the point of view of the prevailing psychological and everyday perception of LLC and CJSC as subjects of economic and financial relations, CJSC is preferable compared to LLC, because is considered an enterprise with a higher status and is perceived with much more respect and trust, both by business partners and, often, by officials at various levels.

Thus, an LLC is a simpler and cheaper legal form to create, which, based on the prevailing psychological and everyday perception, has a much lower business reputation compared to a CJSC and is less trustworthy.

The next most common in business turnover, the organizational and legal form of a commercial organization is an open joint-stock company (OJSC). An OJSC has the same differences from an LLC as a CJSC. Compared to CJSC, OJSC has an even higher business status and the following differences:

a) The value of the authorized capital of an open joint-stock company is 1,000 minimum wages (for a closed joint-stock company - 100).

b) At the end of each financial year, the OJSC is obliged to invite an independent audit organization (auditor) to conduct an audit.

c) JSC is obliged to annually publish in the mass media accessible to all shareholders of this JSC the annual report, balance sheet, profit and loss account, as well as other information established for JSC by the current legislation.

d) The number of shareholders in an OJSC is not limited.

e) In the event of a change in the composition of shareholders (without changing the total amount of the authorized capital, par value and number of shares):

CJSC - is obliged to carry out state registration of such changes in the manner prescribed by applicable law;

JSC - is limited to only entering information about the change in the composition of shareholders in its internal document-register of shareholders.

f) When a shareholder sells his shares:

In a CJSC: other shareholders of this CJSC enjoy the pre-emptive right to acquire the shares being sold at the offer price;

In OJSC: a shareholder has the right to sell his shares to any person of his choice.

3. Production cooperatives (clause 2, article 50 of the Civil Code of the Russian Federation)

Production cooperatives (artels) are voluntary associations of citizens on the basis of membership 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 association by their members (participants) of property share contributions (clause 1, article 107 of the Civil Code of the Russian Federation; article 1 of the Federal Law "On production cooperatives").

The production cooperative has a corporate name. Article 107 of the Civil Code does not oblige to indicate in the name the surname (first name) of one or more members of the cooperative (as is established for business partnerships). However, if they all decide that the corporate name should reflect the name of one or even all members of the cooperative, then this is their right.

The founding document of a production cooperative is the charter.

The charter must contain information about:

1. brand name. It includes the name of this organization and the words “production cooperative or “artel”;

2. location of the cooperative. It is determined by the place of its state registration (Article 54 of the Civil Code);

3. the amount of share contributions, the composition (for example, the amount of money, the Volga car) and the procedure for making them;

4. liability of members of the cooperative for violation of obligations to make share contributions;

5. the nature and procedure for labor and other participation (for example, if a member of the cooperative is a legal entity) in the activities of the cooperative and their responsibility for avoiding such participation;

6. order of distribution of profits and losses. At the same time, it should be taken into account that the profit of the cooperative is distributed among its members in accordance with their personal labor and (or) other participation, the size of the share contribution, and among members who do not take personal labor participation, based on the size of the share contribution. The part of the profit remaining after the payment of taxes and fees, as well as after the direction of profit for other purposes determined by the general meeting (Article 12 of the Federal Law of 08.05.96 “On Production Cooperatives”) is subject to distribution. The part of the profit distributed among the members of the cooperative in proportion to the size of their share contributions must not exceed 50% of the profit to be distributed among them;

7. the amount and conditions of subsidiary liability of members of the cooperative for its debts. A production cooperative is the only commercial organization whose members' subsidiary liability for the obligations of the cooperative is determined in the manner and in the amount provided for by its charter;

8. the composition and competence of the governing bodies and the procedure for making decisions by them (including on issues decisions on which are taken unanimously or by a qualified majority of votes);

9. the procedure for paying the value of a share to a person who has terminated membership in a cooperative;

10. order of entry of new members;

11. order of exit from the cooperative. A member of the cooperative must submit a written application no later than 2 weeks before leaving the cooperative;

12. grounds and procedure for exclusion from the cooperative. It is allowed only by decision of the general meeting (if a member of the cooperative has not paid a share contribution within the established period or does not fulfill the obligations assigned to him by the charter);

13. the procedure for the formation of the property of a production cooperative. It is formed not only at the expense of share contributions, but also at the expense of profits received, property transferred by other persons, from other legal sources;

14. list of branches and representative offices;

15. the order of reorganization and liquidation of the cooperative.

The supreme governing body is the general meeting of its members. In a cooperative with more than 50 members, a supervisory board may be established. Members of the supervisory board and members of the board of the cooperative, as well as the chairman of the cooperative, can only be members of the cooperative. The executive bodies of the cooperative include the board and (or) the chairman of the cooperative. A member of a cooperative cannot be a member of the supervisory board and a member of the board (chairman) at the same time.

The general meeting of members has the right to consider and decide on any issue of the formation and activities of the cooperative.

4. State and municipal unitary enterprises (clause 2, article 50 of the Civil Code of the Russian Federation)

Unitary enterprises are commercial organizations that are not endowed with the right of ownership of the property assigned to them by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including between employees of the enterprise (clause 1, article 113 of the Civil Code of the Russian Federation).

Only state and municipal enterprises can be created in the form of unitary enterprises (clause 1, article 113 of the Civil Code of the Russian Federation).

The property of state or municipal unitary enterprises is, respectively, in state or municipal ownership and belongs to such enterprises on the basis of the right of economic management or operational management (clause 2, article 113 of the Civil Code of the Russian Federation).

Organizational and legal forms of state and municipal unitary enterprises:

unitary enterprise based on the right of economic management.

Unitary enterprises based on the right of economic management are recognized as unitary enterprises created by decision of an authorized state body or local self-government body, whose property is in state or municipal ownership and belongs to them on the right of economic management (Article 113, 114 of the Civil Code of the Russian Federation);

1. A unitary enterprise based on the right of economic management is created by decision of an authorized state body or a local self-government body.

2. The constituent document of an enterprise based on the right of economic management is its charter, approved by an authorized state body or local self-government body.

3. The size of the authorized capital of an enterprise based on the right of economic management cannot be less than the amount determined by the law on state and municipal unitary enterprises.

4. The procedure for the formation of the authorized capital of an enterprise based on the right of economic management is determined by the law on state and municipal unitary enterprises.

5. If at the end of the financial year the value of the net assets of an enterprise based on the right of economic management turns out to be less than the size of the statutory fund, the body authorized to create such enterprises is obliged to reduce the statutory fund in accordance with the established procedure. If the value of net assets becomes less than the amount determined by law, the enterprise may be liquidated by a court decision.

6. If a decision is made to reduce the statutory fund, the enterprise is obliged to notify its creditors in writing.

The creditor of the enterprise has the right to demand the termination or early performance of the obligation, the debtor of which is this enterprise, and compensation for losses.

7. The owner of the property of an enterprise based on the right of economic management shall not be liable for the obligations of the enterprise, except for the cases provided for in paragraph 3 of Article 56 of this Code. This rule also applies to the liability of an enterprise that has established a subsidiary for the obligations of the latter.

unitary enterprise based on the right of operational management (federal state enterprise).

State unitary enterprises based on the right of operational management (federal state-owned enterprises) are recognized as unitary enterprises formed by decision of the Government of the Russian Federation on the basis of federally owned property and based on the right of operational management (Article 115 of the Civil Code of the Russian Federation).

1. In cases and in the manner provided for by the law on state and municipal unitary enterprises, a unitary enterprise on the basis of state or municipal property may be created on the basis of the right of operational management (state-owned enterprise).

2. The founding document of a state-owned enterprise is its charter, approved by an authorized state body or local self-government body.

3. The trade name of a unitary enterprise based on the right of operational management must contain an indication that such an enterprise is a state enterprise.

4. The rights of a state-owned enterprise to the property assigned to it are determined in accordance with Articles 296 and 297 of this Code and the law on state and municipal unitary enterprises.

5. The owner of the property of a state-owned enterprise shall bear subsidiary liability for the obligations of such an enterprise if its property is insufficient.

6. A state-owned enterprise may be reorganized or liquidated in accordance with the law on state and municipal unitary enterprises.

Conclusion

Commercial organizations, being a legal entity, may have civil rights corresponding to the objectives of the activities provided for in their constituent documents, and bear the obligations associated with this.

Commercial organizations may carry out any activities not expressly prohibited by law, i.e. endowed with general legal capacity. This is what takes into account the rapidly changing market relations.

They can acquire civil rights and obligations. their members. A general partnership serves as such an example: each of its participants has the right to act on behalf of the partnership, unless otherwise provided by the memorandum of association.

Differences between organizations: the founder of a company can be one person, but in partnerships this is unacceptable. But you should pay attention to some other limitations.

Only individual entrepreneurs or commercial organizations can be participants in general partnerships. When registering general partnerships, they cannot be participants in general partnerships.

List of used literature.

1. Civil law V.V. Pavlenko, E.I. Tarantsova.- Rostov N./D. Phoenix:, 2005-256p.