Organizational legal forms of entrepreneurship. Organizational and legal status of business: what are the forms of entrepreneurial activity

On September 1, 2014, serious changes to the Civil Code came into force, which significantly affected. This is how the classification of organizational and legal forms changed, their names, for example: JSC became PJSC, and CJSC just JSC; some of the forms were abolished altogether, like an additional liability company and other amendments. In connection with these innovations, the question arises of what organizational and legal form to choose in accordance with the new provisions of the Civil Code of the Russian Federation.

It should be noted that now all legal entities are divided into corporate and unitary organizations, and business entities, in turn, are divided into public and non-public. In addition, the list of non-profit organizations has become closed, a total of 11 such forms are indicated, but first things first.

Amended list of commercial organizations

The organizational and legal forms of enterprises have undergone significant changes, on the basis of which it is possible to create a commercial organization. Two important points that should be taken into account when deciding on the creation of a new company should immediately be noted:

1. the creation of any additional liability companies (ALCs) is no longer allowed (clause 4, article 66 of the Civil Code of the Russian Federation);
2. Closed and open business companies were replaced by two other types: public (PJSC) and non-public (JSC and LLC).

According to the new provisions of the Civil Code of the Russian Federation, it can be said that the organizational and legal form of an LLC has not undergone major changes, but JSCs should be called differently. Now a new legal a person cannot be a JSC or CJSC, but only PJSC (public) or JSC (non-public), respectively. At the same time, existing closed and open JSCs do not need to be re-registered, and they can change their names when other changes are made to the Unified State Register of Legal Entities.

Legal entities: unitary and corporate

Since September 1, 2014, such concepts have been introduced for the classification of organizations as unitary and corporate enterprises. What type the company belongs to can be understood by the following signs: whether the founders are participants (members) of the company and whether they can form the supreme body (clause 1 of article 65.1 of the Civil Code of the Russian Federation). Therefore, if:

• founders can be participants (members), take part in meetings, form the supreme body, etc. - the organization is corporate (LLC, JSC, etc.);
• founders cannot be participants and do not take part - a unitary organization (SUE, MUP, etc.).

Corporate companies thus refer to corporations, which are all business entities, for example. Unitary are mostly state. enterprises in which the founder is just the state or municipal body, which is recorded in the title.

Business companies: non-public and public

As we have already noted, the amendments to the Civil Code of the Russian Federation divided business entities, which include LLCs and JSCs, into public and non-public ones. So, all LLCs became non-public. At the same time, such societies do not need to change anything either in the name, or in the charter, or in other documents. Non-public companies also include those joint-stock companies whose shares do not participate in open auctions, that is, former CJSCs. Now they should be called simply .

The same companies whose shares and other securities are publicly available on the market belong to. At the same time, automatically all JSCs that meet the signs of publicity (this applies to former JSCs) became PJSCs.

Since joint-stock companies are now divided into other types, it would be logical to change their names, open joint-stock company, to public joint-stock company, etc. However, the law does not require mandatory bringing the charter in line with the law. And this can be done, as we have already noted, along with other amendments to the Unified State Register of Legal Entities.

By the way, the merger of LLCs and former CJSCs into one type of non-public companies is not accidental, experts have long noted their forced similarity. Since the shares of CJSC were not traded on the market, but were distributed among shareholders only on other grounds. Now, by the way, in the Civil Code of the Russian Federation, participants in a non-public JSC do not have a pre-emptive right to purchase shares.

Members of PJSC and JSC: rights and obligations

The new provisions of the code provide for increased requirements specifically for public companies. As for non-public ones, on the contrary, they have more freedom in corporate relations. Let's take a closer look at what are the features of the rights and obligations for PJSC in the updated code (Article 97 of the Civil Code of the Russian Federation):

• in the name it is necessary to state that the joint-stock company is public;
• obligatory creation of a collegiate management body (number of members - at least 5);
• the register of shareholders should be maintained by a special registrar organization that has the appropriate license;
• for shareholders, the maximum number of shares owned, as well as the maximum number of votes that can be granted to him, cannot be prescribed;
• the charter cannot stipulate the need to obtain someone's consent to the alienation of shares;
• no one can have the pre-emptive right to purchase shares, except for the situations described in paragraph 5. Art. 97 of the Civil Code of the Russian Federation;
• all PJSCs need to regularly disclose information about themselves in the securities market;
• the scope of the rights of PJSC participants is determined by the shares they own in the authorized capital;
• management of PJSC can be carried out only within the framework of existing legislation and clauses contradicting it cannot be prescribed in the charter, for example, to expand the competences of the meeting of shareholders, which are not characteristic of them by law, etc.

Let's now compare the rights and obligations of non-public JSCs:

• in the name for non-public joint-stock companies it is necessary to leave only the phrase "joint stock company";
• the register of shareholders must be maintained by a special registrar organization that has the appropriate license;
• annually it is necessary to conduct an audit (by an independent auditor) of the financial statements of the company, which may be initiated by a shareholder with a share (total) in the authorized capital of at least 10%;
• the rights of JSC participants can be distributed disproportionately to their shares in the authorized capital, that is, the ratios may be different;
• it is possible to make changes to the management procedure of the joint-stock company if there is a unanimous consent of the participants;

What provisions can be written in the charter of a non-public JSC

Non-public JSCs, unlike PJSCs, have the opportunity to prescribe in the charter provisions (by unanimous decision of the participants) that differ from those approved by Russian law, this concerns the management of the company. So, in particular, you can:

1. To give the collegial governing body (supervisory board) or execution (board) the right to consider issues that are prescribed by law for the general meeting of shareholders (GMS), for example. This can be done in addition to decisions on the following issues:

• amendments to the existing charter or adoption of its new version;
• approval of the number and composition of the company's management bodies, if their formation is within the competence of the GMS;
• election of members of management bodies and early termination of powers;
• clarifying or determining the number, par value and category of shares and the rights granted by them;
• a disproportionate increase in the authorized capital, which occurs due to a change in the shares of its participants or the admission of other persons as participants;
• approval of internal regulations and other non-constituent documents.

2. The supervisory board of a joint-stock company can be partially or fully assigned the functions of the board, which may exclude the creation of this body in the company.

3. The sole executive body of a JSC (general director) can be assigned (transferred) the functions of the board.

4. The company, represented by its members, may refuse to create an audit commission or prescribe situations when it still needs to be done.

5. The AO can itself prescribe the procedure for convening, preparing and holding the GMS, as well as making decisions by it. The main thing is that these provisions do not contradict the law: they do not impede the presence of participants, obtaining information, etc.

6. It is possible to establish rules regarding the conduct, the number of participants, etc., regarding the supervisory board and the board.

7. It is allowed to prescribe the pre-emptive right to acquire a share in the authorized capital of an LLC or shares in a JSC, and it is also possible to set the maximum share in the authorized capital of an LLC.

8. For the general meeting of shareholders, those issues that it is not obliged to consider by law can be attributed.

In addition, provisions can be introduced into the charter of a non-public company, both LLC and JSC, that differ from the general established procedure for this document, if there is a direct permission of the existing law for their inclusion. So you can write:

• the requirement to exclude a member of the company in court (with payment of the full actual value of the share due to him), if his actions harmed the company or hindered its work.
• restrictions regarding the maximum number of shares, votes, etc. for one shareholder.

What organizational form to choose in connection with changes in the Civil Code of the Russian Federation

The most significant issue for companies, and especially joint-stock companies, was the choice: whether to keep the old form or choose a different one. For example, instead of a CJSC, become an LLC, etc. Initially, there was even an opinion that it was necessary to transform a CJSC into an LLC. However, as it turned out later, all this is not necessary. And you can bring the charter in line with the amendments to the Civil Code by making changes according to the standard procedure. And this can be done along with the introduction of other amendments to the Unified State Register of Legal Entities.

Thus, in particular, an open joint-stock company can retain its form of a joint-stock company and the status of an open company, which has been transformed into a public one. Therefore, all OJSCs that meet the definition of publicity, that is, their shares are traded on the market, automatically become PJSCs. As well as those joint-stock companies, in the name of which there is an indication of publicity. However, if the shares are no longer in the public domain and there is no indication of publicity in the name, such a company can no longer be considered a public JSC.

As for the former CJSCs, they can also retain their former form without making major changes, but only by removing the word "closed" from the name. If their shares are publicly available or if they add the word “public” to the name, then they can become PJSC, that is, change their type.

If the former CJSC or OJSC no longer wants to be a joint-stock company, then it can be transformed into an LLC or a business partnership, but not into an NPO or a unitary enterprise, since this possibility has been excluded from September 1, 2014 from the Civil Code of the Russian Federation.

In any case, management will have to decide which organizational form to choose, based on the situation. And if there is a need to change something, then, therefore, it is necessary to move in this direction. We hope that our article about the changes in the Civil Code and the features of new JSCs and LLCs will help you make the right decision.

See also:

Amendments to the Civil Code made. The amendments affected the organizational and legal forms of legal entities. Before moving on to the actual forms, I'll answer a question that probably worries most readers - whether the innovations will affect already registered companies. The law provides that the constituent documents of companies established before the day the amendments come into force must be brought into line with the norms (as amended by Law No. 99-FZ) upon the first change in the constituent documents.

In other words, the changes apply to all companies, but now there is no need to specifically change anything.

two camps

What actually changed? All legal entities can now be divided into two types: corporate (commercial and non-commercial) and unitary organizations.

According to , a legal entity is recognized as "an organization that has separate property and is liable for its obligations, can acquire and exercise civil rights and bear civil obligations on its own behalf, be a plaintiff and defendant in court." Now, the reference to the fact that companies must have an independent balance sheet or estimate has been "stripped out" from the norm. But it stipulates that the legal entities in respect of which their participants have rights include corporate organizations.

What actually changed? All legal entities can now be divided into two types: corporate (commercial and non-commercial) and unitary organizations...

Article 65.1 has been introduced into the Civil Code. It defines what corporate legal entities are. These are companies whose founders have the right to participate in them and form the supreme body of such companies. These include business partnerships and companies, peasant farms, business partnerships, production and consumer cooperatives, public organizations, associations, partnerships of property owners, Cossack societies entered in the relevant state register, as well as communities of indigenous peoples of the Russian Federation. But companies whose founders do not become their participants and do not acquire membership rights in them are unitary. These include foundations, institutions, autonomous non-profit companies, religious organizations, public law firms, state and municipal unitary enterprises.

From the date of entry into force of Law No. 99-FZ, certain norms of Chapter 4 of the Civil Code in an updated version are applied to previously established companies. This is due to the fact that some forms of legal entities simply “disappeared” from the Code. For example, ODO. Therefore, the relevant provisions of the amended version of the Civil Code should be applied to the “remnants of the past”. For example:

• to companies with additional liability - provisions on companies with limited liability (Art. 87-90, 92-94);
• for marketing consumer cooperatives - the norms on production cooperatives (Articles 106.1-106.6);
• to consumer societies, housing, housing-construction and garage cooperatives, horticultural, gardening or dacha consumer cooperatives, mutual insurance societies, credit cooperatives, rental funds, agricultural consumer cooperatives - provisions on consumer cooperatives (Articles 123.2-123.3).

From the date of entry into force of the Law, it will be necessary to apply the norms of Chapter 4 of the Civil Code on JSCs to CJSCs. Indeed, according to the new rules, joint-stock companies are no longer divided into open and closed. Now there will be public and non-public JSCs. Companies that meet the criteria of public joint-stock companies will be recognized as such, regardless of whether this fact is indicated in their company name.

Law No. 99-FZ also introduced other significant changes. So, in the new edition, for example, articles relating to the procedure for the liquidation of a legal entity are set out. I suggest that you study the schemes, from which it will become clear in what forms it will be possible to create organizations, starting from September 1.

In the article we will give a brief overview of the organizational and legal forms of legal entities: for those who knew, but forgot, what forms, types of legal capacity and methods of liquidation are.

The concept of a legal entity includes several distinctive features - this is an association:

• created by individuals and/or organizations for commercial or other activities;
• possessing separate property;
• having the right to enter into relationships with other subjects of law for the purpose of obtaining benefits or other socially useful purposes, and to answer for its obligations.

Law in the first place Civil Code of the Russian Federation, establishes the types of organizational and legal forms of legal entities.

Types enshrined in law

Legal entities are divided into commercial and non-commercial. Their goals are completely different.

In the first case, the activity is carried out for profit.

Non-profit organizations do not distribute dividends, the purpose of their existence is the development of culture, education, science, satisfaction of various needs of citizens, improvement of the political structure, etc. However, commercial activity is not prohibited by law, just profit should not be the main goal of the existence of a non-profit organization.

In the Russian Federation, according to regulations, there are about three dozen types of non-profit organizations: institutions, partnerships, cooperatives, foundations, dacha communities, religious organizations, parties, etc.

The main types of commercial legal entities (there are much fewer of them):

• partnerships, full or limited (limited). They are, first of all, an association of persons. In a general partnership, participants (individual entrepreneurs or organizations) enjoy all the rights, act on behalf of the partnership, but are also liable with all their property. In a limited partnership, there may be one or more participants who are liable only within the limits of their contributions for the obligations of the partnership. The order of interaction is established in the contract;
• limited liability company. Acts on the basis of the decision of the founders who form its authorized capital, shares may be distributed unevenly. They are not liable for the LLC's debts. The functionaries of the company are elected at the general meeting of participants, which is the supreme governing body, the weight of the vote depends on the share in the capital, the profit is distributed according to the same principle;
• joint-stock companies. They are public and non-public. Participants here are also not liable for the obligations of the legal entity. In a public company, becoming a shareholder is simple: just buy shares. The entire authorized capital is divided precisely into them. In a non-public JSC, it is not so easy to become a participant, the distribution of shares is carried out among a limited circle of people. When selling shares, you must first offer a deal to other existing shareholders. The Board of Shareholders forms other collegiate and executive management bodies.

The law also provides for additional liability companies, production cooperatives, state and municipal unitary enterprises. The first two are very rare in practice, and SUEs and MUPs are endowed with property by the state or municipality, while they have no rights to it. The activities of such organizations are fully controlled by the owner.

Legal capacity

This term means the ability to acquire rights (including property) and bear obligations. The legal entity receives it from the moment of registration. The types of legal capacity of a legal entity are few, there are only two of them: general and special. General provides an unlimited range of rights: the organization can carry out any permitted activity. With a special organization, it has the right to conduct only those activities that are prescribed in the Charter or provided for by law. Thus, banks cannot be engaged in trade, production and insurance activities, and insurance companies cannot do anything else.

liquidation

Even if a legal entity is created for an indefinite period, its activity can be terminated at the request of the founders, for example, if the activity does not bring the desired income. Or forced by the decision of the court or state bodies in case of violation of laws. Thus, the following types of liquidation of a legal entity are distinguished: voluntary and forced. Voluntary may well result in bankruptcy.

What services may be needed

When establishing and operating an organization, founders and leaders may need professional assistance.

Types of services for legal entities:

• legal: when creating, reorganizing (changing the legal form or structure), liquidation. Legislation is constantly changing, for the correct execution of documents you need to know the practice. This also includes assistance in transactions, litigation, conclusion of contracts, etc.;
• accounting. Reporting can also be difficult in the early stages;
• professional specialized depending on the type of activity. This refers to areas where special knowledge is required, such as mining or jewelry making.

A legal entity goes through several stages in its existence. It is important to carry out both registration and liquidation correctly, since managers and founders are always responsible for the implementation of laws.

Every person who decides to take on such a risky and responsible business as a business always asks the primary question of choosing the organizational and legal form of the future company. At this stage, the following tasks are solved: What form will bring more profit and ensure the competitiveness of the business? What to be: an individual entrepreneur or a legal entity?

In order to understand all the issues and not make a mistake in the choice, it is better to seek the advice of specialists. The law firm "Azbuka Prava" will advise you and help you with the preparation of documents for company registration.

Each option has its own advantages and disadvantages. Which? Here it is necessary to understand everything in order.

Individual Entrepreneur (IP)

Surely you have heard the abbreviation "IP" more than once in the news or one of your friends used it in a conversation. What is hidden behind such a concept as "IP"? This is to be found out.
At the moment, the Individual Entrepreneur (IP) is a physical. a person registered in accordance with legislative norms and carrying out commercial activities without forming a legal entity.
IP, as an organizational and legal form of doing business, is the simplest, not requiring a lot of time and effort during its formation and registration. When creating an IP, you need:

• the passport,
• copy of the passport,
• statement.

This form does not require the creation of a charter and constituent documents that describe in detail the activities of the company.
It is also necessary to take into account that the fee for state registration of an individual entrepreneur is minimal and amounts to 800 rubles.

Another aspect when choosing an individual entrepreneurship can be a special tax regime. Since January 1, 2013, IP has the opportunity to conduct business under the patent taxation system. The meaning of the patent is to simplify taxation. When buying a patent, an entrepreneur is exempted from paying personal income tax, VAT, property tax for individuals for a certain period of time. There are a number of requirements for obtaining a patent. Today it is:

• revenue for the calendar year should not exceed 60 million rubles,
• the number of employees involved in the process should not exceed 15,
• IP activities must be carried out in one specific region (the application must be submitted at the place of business.)
• the main requirement: the activity must fit one of the items on the officially approved list.

It is necessary to take into account the fact that the cost of a patent is calculated annually, and also directly depends on the level of inflation in the country and the amount of revenue for previous years of doing business.

Recently, another significant plus has appeared for individual entrepreneurs. We are talking about tax holidays, which imply exemption from paying taxes to the state budget in order to refinance the profits received in the development of one's own business. The right to tax holidays can be used by businessmen who have chosen individual entrepreneurs as a form of doing their own business.

However, the IP form has a number of disadvantages. First of all, it is the full property responsibility of the entrepreneur for his obligations. Simply put, in case of non-fulfillment of obligations by the individual entrepreneur, the entrepreneur will need to answer in full for liabilities with personal property directly in his possession. As an exception, in this case, only the most necessary property acts: an apartment (if this is the only housing for the owner), household items and household items, etc.
Another drawback is that the entrepreneur does not have the right to additionally attract partners to the IP without changing the status. If partners appear in the business, there is an urgent need to register a legal entity with several founders.
In today's economic environment, as "IP" entrepreneurs most often register a small business.

A limited liability company (LLC) is a business company founded by one or more people, the authorized capital of which is divided into shares, shares, etc. The participants in the organization are both the owners of these shares and the founders of the company. In this case, the founders bear the risks and full responsibility for possible financial losses that may arise in the course of conducting financial and economic activities only in the amount of their shares in the authorized capital.
In simple terms, if the company does not live up to its expectations and, as a result, the company goes out of business, then only the property of the organization will be recovered, but in no case on the own property of its founders.

Such a distinction between the obligations of the owners of the company is relevant for both LLC and joint-stock companies.

However, one should take into account the fact that in this case there is an important exception. If it is proved that the company was forced to declare itself bankrupt through the fault of its owner or owners, then in this case, if there is a shortage of legal property. persons, recovery is also applied to the personal property of the owners.

A limited liability company is a predominantly acceptable form for both small and medium-sized businesses. For this reason, today a large number of firms, especially a large business segment, are formed as LLC. The reason for such ubiquity of this type of organizational and legal form of business is the ease of creation, a high level of managerial control over the activities of both the company as a whole and the individual employee. Also significant advantages are efficiency, mobility, a simple change of members of the organization. For the profitable and competitive functioning of the company in the modern economic market, the company needs a memorandum of association, which defines the procedure and rules for the founders of a joint business, the size of the authorized capital (UK), the share of each participant in the UK, etc.

In addition, the company needs a charter that contains defining information about the organization.
Speaking about the authorized capital of the company, it is important to note the fact that its size for an LLC must be at least 10 thousand rubles. at the time of registration of a limited liability company, the UK must be paid at least half. The balance must be repaid by the founders of the firm during the first year of the firm's operation.

Joint-stock company

A joint stock company is an organization formed by persons who have combined their property into a UK, divided by the number of shares that are secured by securities, i.e., this is some kind of activity aimed at making a profit, in which the UK is divided into a certain number of securities (for example, shares , bonds).

Until recently, joint-stock companies were divided into closed and open (CJSC, OJSC). To date, the legislative bodies of the Russian Federation have made amendments to the Federal legislation. As a result, instead of closed and open joint-stock companies, public and non-public companies were formed.

Non-public joint-stock company (JSC, formerly CJSC)

Shares of this type of joint-stock company are distributed only among its owners or a previously formed circle of persons. Securities may not be placed by a simple placement of shares on stock exchanges or otherwise offered to the public. JSC can include no more than 50 shareholders. If this limit is exceeded, the JSC must go through the procedure of transformation into a PJSC (Public JSC).
By and large, the difference between LLC and JSC is almost imperceptible.

In both cases, the founders, as business owners, need to conclude an agreement prescribing the procedure and rules that are fully capable of regulating their joint functioning of the company, the size of the UK, the categories of shares they issue, the procedure for issuing and selling them, etc.
The next particularly important and necessary document of the company, as with an LLC, is its charter.
The starting size of the UK for JSC, as well as for LLC, is set at 10,000 rubles. A distinctive feature is that the Criminal Code of a joint-stock company consists of shares. Often the shares are non-documentary, and all the necessary information about their owners is stored electronically in the register of shareholders.

The issue of shares is subject to mandatory registration with the Federal Financial Markets Service. In addition, you will need additional time to register the issue of shares.

Due to a number of similarities between LLC and JSC, it is becoming increasingly difficult to choose a specific organizational and legal form of the company. In this regard, many do not immediately pay attention to the difference between these forms in the form of a split of shares (cash and equity). In addition, there is an opinion that an organization registered as a JSC (former CJSC) is more profitable and competitive than in the form of an LLC. However, in reality this is not entirely true. At the moment, a fairly large number of large firms, increasingly, prefer to retain LLCs. In addition, lawyers involved in the registration of firms are increasingly advising clients to opt for an LLC.
This is due to a number of reasons. The procedure for registering an LLC is simpler and faster. Sale of the company is impossible without the consent of absolutely all its participants. In other words, an LLC is a stronger structure than a joint-stock company.

Public Joint Stock Company (PJSC, formerly OJSC)

Public JSC (PJSC, formerly OJSC). Public Joint Stock Company PJSC (formerly Open Joint Stock Company - OJSC) is one of the forms of a joint stock company. The main difference between PJSC and JSC, participants in a public joint stock company have the right to freely dispose of their shares. To do this, they do not need to obtain approval from other shareholders. PJSC issues bearer shares, i.e., any person can purchase them.
Another advantageous difference between a Public JSC and a Non-Public JSC is the number of shareholders. In PJSC it is unlimited, there are no problems with buying and selling shares.

As a consequence of these privileges, the size of the UK. Its size must be at least 100 thousand rubles.

This organizational and legal form is typical and highly profitable for large public companies. Firms of this kind, as is customary, are quite capable of attracting external investment in their business project or entering common stock exchanges (within and outside the country).

Which type to choose?

In this case, the first thing to pay careful attention to is the level of accountability for performance.
It must be remembered that an individual entrepreneur (individual entrepreneur) is liable for his obligations with absolutely all property owned by him, with the exception of property that is protected from coverage from the legislative side.

In case of registration of legal person (limited liability company, joint-stock company) liability for any results of its activities is limited to the amount of the value of the contribution made to the Criminal Code.

Second: the complexity of registering a company and the amount of registration costs.

The easiest way is to register as an individual entrepreneur, organizational costs will also be subtle and practically invisible to your pocket.

For legal persons, the costs of registration will significantly exceed the costs of IP. This process will also be more time consuming and painstaking.
Third: the value of the UK.

In order to register as an individual entrepreneur, the presence of authorized capital is not necessary. This is to a greater extent an additional advantage for the business and the status of the individual entrepreneur.

For the correct registration of legal persons must pay at least 50% of the total capital. For LLCs and JSCs, the authorized capital must be at least 10,000 rubles, and for PJSCs 100,000 rubles.

Fourth: accounting, tax accounting and taxation.

For individual entrepreneurs, the requirements for maintaining accounting (financial) records are the most simple and understandable. To maintain accounting records for legal entities. face, it is almost impossible to do without special knowledge. In this case, the most correct solution is to hire a qualified and competent accountant. However, when special taxation regimes are applied, there is practically no difference.

The requirements for maintaining tax records are the same, but in practice the attitude towards individual entrepreneurs is more lenient.

From all of the above, it follows that it is rather difficult to answer the question "Who to be?" it's practically impossible. It is necessary to conduct a thorough and detailed analysis of your abilities, opportunities and prospects. It is necessary to take into account all the nuances, because the well-being of the company depends on them.

Economy

DOI 10.21661/r-116188 I.A. Sedov

Organizational and legal forms of commercial organizations

annotation

This article discusses various forms of commercial enterprises. The opening of a limited liability company is analyzed in detail. The contradictions of opening new firms at the present stage of development of market relations in Russia are given.

I Key words: commercial organizations, societies, unitary enterprises, production cooperatives, individual entrepreneurs.

Legal forms of the commercial organizations

This article discusses the various forms of commercial companies. The paper focuses on the process of incorporation of the limited liability company. The author describes contradictions of the new companies incorporation process at the present stage of market relations development in Russia.

| Keywords: commercial organizations, companies, unitary enterprises, cooperatives, private entrepreneurs.

At all stages of economic development, and especially now, during the development of market relations, the problem of studying and using theoretical questions about the organizational and legal forms of commercial organizations and applying knowledge in practice is of great importance due to the growth and popularization of entrepreneurial activity.

In this article, we will focus on knowledge of the basics of entrepreneurial relations and consider the most acute problems associated with the creation of commercial organizations, as well as knowledge of the economic and legal side of relations with entrepreneurs will allow citizens not to break the law and at the same time defend their rights.

We will try to reveal the difference between various forms of commercial organizations, find out the methods of managing such organizations and what are the rights of their participants using the example of organizing a limited liability company.

According to Art. 2 of the Civil Code of the Russian Federation, entrepreneurial activity is understood as an independent, carried out

at their own risk activities aimed at the systematic receipt of profit from the use of property, the sale of goods, the performance of work or the provision of services.

In accordance with the legislation, entrepreneurial activities can be carried out as citizens, individuals), registered as individual entrepreneurs, and commercial organizations (legal entities), whose main activity is to make a profit.

An individual entrepreneur keeps records and reports on his activities in a simplified form, has a simplified form of taxation, and does not have the right to use hired labor in his activities.

Commercial organizations can be created in various organizational and legal forms. This is determined by two factors:

1) what property underlies the commercial organization (private, municipal, state, general);

2) on what principles the owners united and transferred their property to a commercial organization.

Depending on these factors, commercial organizations can be created in the following form:

1. Business partnerships - full partnership and limited partnership - on faith.

2. Business companies: limited liability company, additional liability company, closed and open joint-stock companies.

3. Production cooperatives.

4. State unitary enterprises (including federal state enterprises).

5. Municipal unitary enterprises.

A limited liability company may be established by one or more persons. All property contributed by the founders during the creation of the company forms the authorized capital. The entire authorized capital of a limited liability company is divided into shares of certain sizes. Why is the company called "limited liability"? The fact is that the company as a whole is liable for its obligations only with its property, and its founders are not liable for the obligations of the company. Participants bear the risk of losses associated with the activities of the company, only within the value of their contributions.

For example, a limited liability company X took a loan from a bank to purchase goods, but did not meet the deadlines established by the contract and could not repay the loan. In this case, the bank may sue the company and demand repayment of the loan through the sale of property owned by the company. But the bank cannot sue the property of the founders of the company, even if the property of the company itself is not enough to repay the loan. In this case, the participants will lose only what they contributed as their contribution to the authorized capital of the company.

According to the Civil Code of the Russian Federation, the formation of the authorized capital at the expense of debt contributions of participants creates the obligations of these participants in relation to the company itself. That is why the supreme governing body of a limited liability company is the general meeting of its participants.

The General Assembly is the legislative body of the company and meets as needed (at least once a year). However, it is necessary to manage the activities of the society on a daily basis. To do this, an executive body is created in the company, which can be collegiate (council of participants, board, directorate), and sole (director, manager, president).

Executive agency:

Acts without a power of attorney on behalf of the company;

Represents the interests of the company before third parties;

Concludes contracts, including labor;

Issues powers of attorney;

Opens settlement and other accounts in banks;

Approves staffing;

Issues orders binding on all employees of the company.

In addition to the executive body, a supervisory body is also created. If the company has a sufficient number of employees, then a collegial supervisory body is created - an audit commission.

A member of the company may, at his own request, sell, donate, exchange, bequeath his share (his share) in the company. However, such a transfer is carried out, as a rule, with the consent of other members of the company, and other members of the company enjoy the pre-emptive right to acquire this share.

A participant in a company may at any time withdraw from the company, regardless of the consent of its other participants. At the same time, he must be paid the value of a part of the property corresponding to his share in the authorized capital of the company.

All the features of the creation, management, functioning of a limited liability company follow from the fact that its founders (participants) are not the owners of the company itself (that is, the property is the property of the company itself, as a legal entity), but have a right of obligation in relation to the company itself (these rights are conditioned by shares of participants).

In order to create a commercial organization (enterprise), its founders must first of all prepare constituent documents. The constituent documents of a limited liability company are the memorandum of association and the charter.

The founding agreement of the company is concluded between its founders and contains the following articles.

1. Information about the founders. Founders - individuals - citizens, indicate their last names, first names, patronymics, passport details. Founders - legal entities indicate their official name, location, bank details, current account number and in which bank, last name, first name, patronymic of the head, who signs the constituent agreement on behalf of the legal entity.

2. Name of the company. A limited liability company must have its own company name indicating the organizational and legal form. For example: Hummingbird Limited Liability Company. If the company has an abbreviated name, also in English.

3. Location of the company. The location of a legal entity is determined by the place of its state registration. You can register it at the place of residence of any of the founders, you can at the address of the company's office.

4. The subject and goals of the activity. Limited liability companies, like other commercial

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Economy

Russian organizations may carry out any type of entrepreneurial activity not prohibited by law.

5. The size of the authorized capital and its structure. The authorized capital of the company is formed at the expense of contributions from its founders in the form of cash, property, property rights, intellectual property. The monetary value of the property contribution of the founder is made by agreement between all the founders who signed the constituent agreement.

6. Terms and procedure for making deposits. The authorized capital of a limited liability company must be at least 50% paid by its founders at the time of registration of the company. The rest is payable during the first year of operation of the enterprise.

7. Responsibility for late contributions. Liability is established in the form of a penalty as a percentage of the amount of the contribution, and then up to exclusion from the founders.

8. Conditions and procedure for the distribution of profits and losses. It is better to describe the procedure for distributing profits and covering losses in detail in the charter of the company, and include a reference clause in the memorandum of association.

9. Signatures of the founders. The memorandum of association is signed by all founders. Moreover, individuals simply put their signatures, and authorized managers sign for the legal entity, its signature is certified by the seal of this legal entity.

All sheets of the constituent agreement must be numbered, stitched and, on the back of the last sheet, sealed with the seal of the registering authority and the signature of the official who verified the documents.

The second founding document of a limited liability company is its charter. The charter is approved by the founders at the constituent assembly and contains the following articles.

1. General Provisions. This article defines the mechanism for creating a company, gives the name and location of the company, determines its status as a legal entity.

2. Goals, objectives, subject of activity. If information about the subject, goals is contained in the memorandum of association, then this article is of a reference nature.

3. The composition of the founders and the size of the authorized capital. This article can also be a reference.

4. Management bodies of the company. This article should contain a detailed description of all governing bodies (legislative, executive, supervisory), their composition, competence, delineation of powers, decision-making procedure. Issues on which decisions are taken unanimously or by a qualified majority should be specifically stipulated.

5. Rights and obligations of participants. First of all, this article should set out the rights and obligations that members of the society have in accordance with the Civil Code of the Russian Federation. It is also possible to provide for additional rights and obligations, if the founders deem it necessary. In the same article, it is necessary to consider in detail the issues of transferring shares to participants, including the procedure for leaving the organization. 6. At the end of this article, consider the conditions and procedure for expelling a member of the company for actions that have caused damage to the company.

7. Company property and distribution of profits. This article defines the mechanism for the formation of property and property liability of the company, the procedure for calculating the balance net profit of the company, the formation of the company's funds and their use.

Reorganization and liquidation of the company. Since these articles are detailed in the Civil Code of the Russian Federation, you can simply make a link to the relevant articles.

The charter of the company, as well as the constituent document, is stitched, the sheets are numbered, and on the back of the last sheet of the charter they are sealed with the seal of the registering authority and the signature of the official who checked the document.

After the preparation of constituent documents, the next stage in the creation of a commercial organization begins - state registration.

What documents do I need to submit to register a limited liability company?

Application for registration, drawn up in free form and signed by the founders.

Memorandum of Association signed by all founders.

Charter approved by the founders.

Documents confirming the availability of authorized capital

Certificate of payment of the state duty for registration.

Registration is carried out by assigning a commercial organization the next number in the register of incoming documents and affixing a special inscription with the name of the registering body, number and date on the first page of the charter, signed by the official responsible for registration.

After state registration, the founders must obtain permission from the registration authority to make a seal. The seal of a commercial organization must indicate: the place of registration, the full official name of the commercial organization, indicating the legal form. The seal may contain the attributes of the enterprise (brand name, emblem).

Then you should register with the Department of Statistics. This organization is provided with copies of

Documents and enterprises are assigned codes depending on the types of their activities.

Depending on the organizational and legal form of the enterprise, the inspectorate establishes the amount and types of taxes, the timing of their payment, and tax benefits.

Then it is necessary to submit a set of registered documents to the bank, and instead of a savings account, a current account is opened.

And finally, you need to register with the pension fund and the employment fund.

So, everything that is listed in this article can deprive a young entrepreneur of the desire to open a new enterprise. Over time, we hope that the procedure for registering commercial enterprises will be simplified.

Literature

1. Butenko A.P. Fifteen years of changes in Russia: achievements and disappointments / A.P. Butenko // Social and humanitarian knowledge. - No. 1. - 2007. - S. 223-234.

3. Law “On Enterprises and Entrepreneurial Activities Law of the RSFSR” dated December 25, 1990 No. 445-1 (as amended on November 30, 1994).

4. History of the economy: Textbook for self-study / Pod. ed. L.N. Semennikova. - M .: Book house "University", 2004.

5. The history of the economic development of Russia (1X-XX centuries): Textbook / Ed. ed. Ya.A. Perehov. - M.: Gar-dariki, March, 2004.

7. Federal Law "On the Enactment of the First Part of the Civil Code of the Russian Federation" November 30, 1994 No. 52-FZ.

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