1. LECTURES ON THE TOPIC “ENTERPRISE IN A MARKET ECONOMY”

2. Organizational and legal forms of enterprises

The organizational system used today in Russia legal forms economic activity, introduced mainly, includes 2 forms of entrepreneurship without the formation of a legal entity, 7 types of commercial organizations and 7 types of non-profit organizations.

Entrepreneurial activity without forming a legal entity can be carried out in the Russian Federation both by individual citizens (individual entrepreneurs) and within the framework of a simple partnership - an agreement on joint activities individual entrepreneurs or commercial organizations. The most significant features of a simple partnership include the joint liability of the participants for all general obligations. Profit is distributed in proportion to the contributions made by participants (unless otherwise provided by the contract or other agreement), which include not only tangible and intangible assets, but also inseparable personal qualities participants.

Fig. 1.1.Organizational and legal forms of entrepreneurship in Russia

Legal entities are divided into commercial and non-profit.

Commercial are organizations that pursue profit as the main goal of their activities. According to the Civil Code of the Russian Federation, these include business partnerships and societies, production cooperatives, state and municipal unitary enterprises, this list is exhaustive.

Non-profit are considered organizations for which making profit is not the main goal and do not distribute it among participants. These include consumer cooperatives, public and religious organizations, non-profit partnerships, foundations, institutions, autonomous non-profit organizations, associations and unions, etc.

Let's take a closer look at commercial organizations.

1. Partnership .

A partnership is an association of persons created to carry out entrepreneurial activities. Partnerships are created when 2 or more partners decide to participate in the organization of the enterprise. An important advantage of a partnership is the ability to attract additional capital. In addition, the presence of several owners allows for specialization within the enterprise based on the knowledge and skills of each of the partners.

The disadvantages of this organizational and legal form are:

a) each participant bears equal financial liability regardless of the size of his contribution;

b) the actions of one of the partners are binding on all others, even if they do not agree with these actions.

There are two types of partnerships: full and limited.

General partnership - this is a partnership whose participants (general partners), in accordance with the agreement, engage in entrepreneurial activities on behalf of the partnership and jointly and severally bear subsidiary liability for its obligations.

Share capital is formed as a result of the founders of the partnership making their contributions. The ratio of participants' contributions determines, as a rule, the distribution of profits and losses of the partnership, as well as the rights of participants to receive part of the property or its value upon leaving the partnership.

A general partnership does not have a charter; it is created and operates on the basis of a constituent agreement signed by all participants. The agreement provides information mandatory for any legal entity (name, location, procedure for joint activities of participants to create a partnership, conditions for transferring property to it and participation in its activities, procedure for managing its activities, conditions and procedure for distributing profits and losses between participants, procedure for the withdrawal of participants from its composition), as well as the size and composition of the share capital; the size and procedure for changing the shares of participants in the share capital; size, composition, terms and procedure for making deposits; liability of participants for violation of obligations to make contributions.

Simultaneous participation in more than one general partnership is prohibited. A participant does not have the right, without the consent of the other participants, to carry out transactions on his own behalf that are similar to those that constitute the subject of the partnership’s activities. By the time of registration of the partnership, each participant is obliged to make at least half of his contribution to the share capital (the rest is paid within the time limits established by the constituent agreement). In addition, each partner must participate in its activities in accordance with the memorandum of association.

Activity management general partnership carried out by common consent of all participants; each participant, as a rule, has one vote (the constituent agreement may provide for a different procedure, as well as the possibility of making decisions by a majority vote). Each participant has the right to familiarize himself with all the documentation of the partnership, and also (unless the agreement establishes a different way of doing business) to act on behalf of the partnership.

A participant has the right to leave a partnership established without specifying a period by declaring his intention at least 6 months in advance; If a partnership is created for a certain period, then refusal to participate in it is allowed only for a good reason. At the same time, it is possible to exclude any of the participants in court by unanimous decision of the remaining participants. The withdrawing participant, as a rule, is paid the value of part of the partnership’s property, corresponding to his share in the share capital. The shares of the participants are inherited and transferred by succession, but the entry of the heir (legal successor) into the partnership is carried out only with the consent of the other participants.

Due to the extremely strong interdependence of a general partnership and its partners, a number of events affecting the participants can lead to the dissolution of the partnership. For example, participant exit; death of a participant - an individual or liquidation of a participant - a legal entity; a creditor's application by one of the participants to foreclose on part of the partnership's property; opening of reorganization procedures against a participant by court decision; declaring the participant bankrupt. However, if this is provided for in the memorandum of association or agreement of the remaining participants, the partnership may continue its activities.

A general partnership can be liquidated by decision of its participants, by a court decision in case of violation of legal requirements and in accordance with the bankruptcy procedure. The basis for liquidation of a general partnership is also a reduction in the number of its participants to one (within 6 months from the date of such reduction, this participant has the right to transform the partnership into a business company).

Limited partnership (fellowship of faith) – differs from full of topics that, along with general partners, it includes participants-contributors (limited partners), who bear the risk of losses in connection with the activities of the partnership within the limits of the amounts of contributions made by them.

The Civil Code of the Russian Federation prohibits any person from being a general partner in more than one limited or full partnership. Memorandum of association signed by the general partners and contains all the same information as in the general partnership, as well as data on the total amount of contributions of the limited partners. Limited partners do not have the right to interfere in any way with the actions of their general partners in managing and conducting the affairs of the partnership, although they can act on its behalf by proxy.

The limited partner’s only obligation is to contribute to the share capital. This provides him with the right to receive a portion of the profit corresponding to his share in the share capital, as well as to familiarize himself with the annual reports and balances. Limited partners have an almost unlimited right to withdraw from the partnership and receive a share. They may, regardless of the consent of other participants, transfer their share in the share capital or part thereof to another limited partner or a third party, and the participants of the partnership have a pre-emptive right to purchase. In the event of liquidation of a partnership, limited partners receive their contributions from the property remaining after satisfaction of the creditors' claims, in the first place (full partners participate in the distribution of only the property remaining after this, in proportion to their shares in the joint capital on an equal basis with investors).

2. Society.

There are 3 types of companies: limited liability companies, additional liability companies and joint stock companies.

Limited Liability Company (LLC) – this is a company whose authorized capital 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 its activities, within the limits of the value of their contributions.

Fixed for companies minimum size property guaranteeing the interests of their creditors. If, at the end of the second or any subsequent financial year, the value net assets The LLC will be below the authorized capital, the company is obliged to announce a decrease in the latter; if the specified value becomes less than the minimum specified by law, then the company is subject to liquidation. Thus, the authorized capital forms the lower permissible limit of the company’s net assets, which provide a guarantee for the interests of its creditors.

There may be no constituent agreement at all (if the company has one founder), but the charter is mandatory. The authorized capital of an LLC, consisting of the value of the contributions of its participants, must, according to the Law of the Russian Federation “On Limited Liability Companies,” be at least 100 times the minimum wage. By the time of registration, the authorized capital must be paid in at least half, the remaining part must be paid during the first year of the company's activity.

The supreme body of the LLC is the general meeting of its participants (in addition, an executive body is created that carries out the current management of its activities). The Civil Code of the Russian Federation includes the following issues within its exclusive competence:

Changing the charter, including changing the size of the authorized capital;

Formation of executive bodies and early termination of their powers:

Approval of annual reports and balances, distribution of profits and losses;

Election audit commission;

Reorganization and liquidation of the company.

An LLC member can sell his or her interest (or a portion thereof) to one or more members. It is also possible to alienate a share or part thereof to third parties, unless this is prohibited by the charter. The participants of this company have a pre-emptive right to purchase (usually in proportion to the size of their shares) and can exercise it within 1 month (or another period established by the participants). If the participants refuse to purchase a share, and the charter prohibits the sale of it to third parties, then the company is obliged to pay the participant its value or give him property corresponding to its value. In the latter case, the company must then either sell this share (to participants or third parties) or reduce its authorized capital.

A participant has the right to leave the society at any time, regardless of the consent of other participants. At the same time, he is paid the value of a part of the property corresponding to his share in the authorized capital. Shares in the authorized capital of an LLC can be transferred by inheritance or succession.

Reorganization or liquidation of an LLC is carried out either by decision of its participants (unanimous), or by a court decision in case of violation of legal requirements by the company, or due to bankruptcy.

Companies with additional liability. Participants in a company with additional liability are liable with all their property.

Joint stock companies. A joint-stock company is a company whose authorized capital is divided into a certain number of shares, and its participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the shares they own.

Open JSC a company is recognized whose participants can alienate their shares without the consent of other shareholders. IN closed joint-stock company there is no such possibility and the shares are distributed among its founders or other predetermined circle of persons.

The instrument for ensuring property guarantees in relations with a joint stock company is the authorized capital. It is made up of nominal value shares acquired by participants, and determines the minimum amount of JSC property that guarantees the interests of its creditors. If at the end of any financial year, starting from the second, the value of the net assets of the joint-stock company is less than the authorized capital, the latter must be reduced by the appropriate amount. Moreover, if the specified value becomes less than the minimum allowable amount of the authorized capital, such a company is subject to liquidation.

Contributions to the property of a joint-stock company can be money, securities, other things or property rights, or other rights that have a monetary value. Moreover, in cases provided for by law, the assessment of participants’ contributions is subject to independent expert verification. The minimum authorized capital of a JSC is 1000 times the minimum monthly wage (as of the date of submission of constituent documents for registration).

JSCs can only issue registered shares.

A board of directors (supervisory board) is created in a JSC that includes more than 50 participants. In a JSC with a smaller number, such a body is created at the discretion of the shareholders. The Board of Directors has not only control, but also administrative functions, being the highest body of the company in the period between general meetings of shareholders. His competence includes resolving all issues of the JSC’s activities, except those that fall within the exclusive competence general meeting.

3. Production cooperative .

A production cooperative is a voluntary association of citizens on the basis of membership for joint economic activity, based on their personal participation and pooling of property shares.

The property transferred as share contributions becomes the property of the cooperative, and part of it can form indivisible funds - after which the assets can decrease or increase without being reflected in the charter and without notifying creditors. Naturally, such uncertainty (for the latter) is compensated by the subsidiary liability of the members of the cooperative for its obligations, the amount and conditions of which must be established by law and the charter.

Among the features of management in a production cooperative, it is worth noting the principle of voting at the general meeting of participants, which is the highest governing body: each participant has one vote, regardless of any circumstances. The executive bodies are the board or the chairman, or both; if the number of participants is more than 50, a supervisory board can be created to monitor the activities of the executive bodies. Issues within the exclusive competence of the general meeting include, in particular, the distribution of profits and losses of the cooperative. Profits are distributed among its members in accordance with their labor participation in the same way as property in the event of its liquidation, remaining after satisfying the claims of creditors (this procedure can be changed by law and the charter).

A participant in a cooperative can leave it voluntarily at any time; At the same time, the possibility of expelling a participant by decision of the general meeting is provided. The former participant has the right to receive, after approval of the annual balance sheet, the value of his share or the property corresponding to the share. Transfer of a share is allowed to third parties only with the consent of the cooperative, and other members of the cooperative have in this case a pre-emptive right to purchase; the organization, in the event of other participants refusing to purchase (with a ban on its sale to third parties), is not obliged to redeem this share itself. Similar to the procedure established for an LLC, the issue of inheriting a share is also resolved. The procedure for foreclosure on a participant's share for his own debts - such recovery is allowed only if there is a shortage of other property of this participant, but it cannot be applied to indivisible funds.

Liquidation of a cooperative is carried out on traditional grounds: a decision of a general meeting or a court decision, including due to bankruptcy.

The initial contribution of a cooperative participant is set at 10% of his share contribution, the rest is paid in accordance with the charter, and in the event of bankruptcy, limited or unlimited additional payments may be required (also in accordance with the charter).

Cooperatives may carry out business activities only insofar as they serve the purposes for which they were created and are consistent with these purposes.

4.State and municipal unitary enterprises.

To state and municipal unitary enterprises(UP) include enterprises that are not vested with the right of ownership to the property assigned to them by the owner. This property is located in the state (federal or federal subjects) or municipal property and is indivisible. There are two types of unitary enterprises:

1) based on the right of economic management (they have greater economic independence, in many ways they act like ordinary commodity producers, and the owner of the property, as a rule, is not responsible for the obligations of such an enterprise);

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

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

· name of the enterprise indicating the owner (for a state-owned one - indicating that it is state-owned) and location;

· procedure for managing activities, subject and goals of activities;
· size of the authorized capital, procedure and sources of its formation.

The authorized capital of a unitary enterprise is fully paid by the owner before state registration. The size of the authorized capital is not less than 1000 times the minimum monthly wage as of the date of submission of documents for registration. If the value of net assets at the end of the financial year is less than the size of the authorized capital, then the authorized body is obliged to reduce the authorized capital, of which the enterprise notifies creditors. A unitary enterprise can create subsidiary unitary enterprises by transferring part of the property to them for economic management.

In the civil law sense, organizations are treated as legal entities. Article 48 of the Civil Code provides the main features of this legal structure. The decisive one is property isolation. This is what is expressed in Art. 48 an indication that the legal entity “has ownership, economic management or operational management"separate property." At the same time, "separate property" means property in its broad meaning, including things, rights to things and obligations regarding things. This norm assumes that the property of a legal entity is separated from the property of its founders, and if we are talking about an organization , built on the basis of membership, that is, a corporation, from the property of its members. Property isolation finds its concrete expression in the fact that a legal entity, depending on its type, must have either an independent balance sheet (commercial organization), or an independent estimate (non-profit organization) .

The second essential feature of a legal entity is its independent property liability. A legal entity is liable for its obligations with its property. Unless otherwise provided by law or in the constituent documents, neither the founders nor the participants of a legal entity are liable for its debts, and in the same way a legal entity is not liable for the debts of the founders (participants).

The third characteristic of a legal entity is independent performance in civil proceedings on its own behalf. It means that a legal entity can, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, and be a plaintiff and defendant in court. organization management legal form

Finally, the fourth sign is organizational unity. It follows from this that the legal entity has an appropriate stable structure. The performance of a legal entity as a single whole is ensured by the fact that at the head of the relevant entity are bodies endowed with very specific competences, which carry out the internal management of the legal entity and act on its behalf externally. Those who are inside a legal entity - managers, employees - must know what the relevant entity is, what it will do, who manages it and how, what its property is, etc. This is also important for those who enter or only intends to enter into legal relations with this entity.

According to Article 50 of the Civil Code, the existence of two types of organizations is provided for:

• 1. Commercial organizations. Form of their existence:
  • - business partnerships and societies;
  • - production cooperatives;
  • - state and municipal unitary enterprises.
• 2. Non-profit organizations. Form of their existence:
  • - consumer cooperatives;
  • - public or religious organizations;
  • - charitable and other foundations;
  • - institutions.

Based on the relationship between the rights of founders (participants) and the legal entity itself, three models can be distinguished legal entities.

The essence of the first model is that the founders (participants), with the transfer of the corresponding property to a legal entity, completely lose their proprietary rights to it. They do not have such rights in relation to acquired property. Accordingly, both the property transferred by the founders (participants) and the property acquired by the legal entity itself is recognized as belonging to it on the basis of property rights. By losing property rights, the founder (participant) in return acquires obligatory rights - rights of claim against a legal entity. This means, in particular, the rights belonging to a member of the organization: to participate in its management, receive dividends, etc.

According to this model, business partnerships and business societies, as well as production and consumer cooperatives, that is, legal entities - corporations, are built.

The second model differs in that the founder, transferring the relevant property to a legal entity for possession, use and disposal, continues to remain its owner. The founder is recognized as the owner of everything that the legal entity acquires in the future in the course of its activities. Thus, the rights to the same property are possessed by the founder-owner and the legal entity itself, to which the property belongs based on the right of economic management or operational management derived from ownership. This applies to state and municipal unitary enterprises, as well as owner-financed institutions, in particular in cases where the owner is the Russian Federation, a subject of the Federation or a municipal entity (meaning ministries, departments, schools, institutes, hospitals, etc.). P.).

The third model assumes that a legal entity becomes the owner of all property belonging to it. Moreover, in contrast to the first and second models, in this case the founders (participants) property rights in relation to a legal entity - they have neither obligations nor property rights. Such legal entities include public and religious organizations (associations), charitable and other foundations, associations of legal entities (associations and unions).

The difference between the three indicated models is clearly manifested, in particular, at the time of liquidation of a legal entity. Participants in a legal entity built according to the first model have the right to claim part of the remaining property, which corresponds to their share (half, quarter, etc.). The founder of a legal entity built according to the second model receives everything that is left after settlements with creditors. In the third model, the founders (participants) do not acquire any rights to the remaining property at all.

Business partnerships and societies are the most common form of collective entrepreneurial activity, within which production, trade, intermediary, credit, financial, insurance and other organizations can operate. The Civil Code determines the possibility of existence of the following types of partnerships and companies:

• - general partnership;
• - partnership of faith;
• - limited liability company;
• - open and closed joint stock company;
• - subsidiary and dependent company.

Partnerships and societies have many common features. All of them are commercial organizations, whose main goal is to generate profit and distribute it among participants. Companies and partnerships are formed by agreement of their founders (first participants), that is, on a voluntary basis. The participants of these organizations themselves determine the structure of the legal entities they create and control their activities in accordance with the procedure established by law.

The differences between companies and partnerships lie in the fact that partnerships are considered as an association of persons, and societies - as an association of capital. An association of persons, in addition to property contributions, presupposes their personal participation in the affairs of the partnership. And since we are talking about participation in entrepreneurial activity, its participant must have the status of either a commercial organization or an individual entrepreneur. Consequently, an entrepreneur can be a participant in only one partnership, and the partnership itself can consist only of entrepreneurs (that is, it does not have the right to include non-profit organizations or citizens not engaged in entrepreneurial activities).

In contrast to this, societies as associations of capital do not assume (although they do not exclude) the personal participation of founders (participants) in their affairs, and therefore allow:

• - simultaneous participation in several companies, including those that are similar in nature of activity (which reduces the risk of property losses);
• - participation in them of any persons, and not just professional entrepreneurs.

In addition, participants in partnerships bear unlimited liability for their debts with all their property (with the exception of investors in a limited partnership), while in companies participants are not liable for their debts at all, but only bear the risk of losses (loss of contributions made), with the exception of participants in companies with additional responsibility. Since it is impossible to guarantee twice with the same property for the debts of several independent organizations, such liability also testifies to the impossibility of simultaneous participation of an entrepreneur in more than one partnership.

A general partnership is a commercial organization, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities and bear full responsibility for all the property belonging to them. The activities of general partnerships are characterized by two features:

• - the entrepreneurial activity of its participants is considered the activity of the partnership itself;
• - when concluding a transaction on behalf of a partnership by one participant, property liability (if there is insufficient property of the partnership) may be borne by the other participant with his personal property.

A limited partnership, or limited partnership, is distinguished by the fact that it consists of two groups of participants. Some of them carry out entrepreneurial activities on behalf of the partnership and at the same time bear additional unlimited liability with their personal property for its debts, that is, in essence they are general partners and, as it were, constitute a full partnership within a limited partnership. Other participants (investors, limited partners) make contributions to the property of the partnership, but are not liable with personal property for its obligations. Since their contributions become the property of the partnership, they bear only the risk of loss and therefore do not risk as much as general partners. Therefore, limited partners are excluded from conducting limited business. While retaining, first of all, the right to receive income on their contributions, as well as to information about the activities of the partnership, they are forced to fully trust the participants with full responsibility regarding the use of property. Hence the traditional Russian name limited partners - limited partnership.

A limited liability company (LLC) is a type of capital association that does not require the personal participation of its members in the affairs of the company. The characteristic features of this commercial organization are the division of its authorized capital into shares of participants and the absence of liability of the latter for the debts of the company. The property of the company, including the authorized capital, belongs to the company itself as a legal entity and does not form an object of shared ownership of the participants. Participants are not liable for the company’s debts, but only bear the risk of losses (loss of deposits). A company can be created by one person. The total number of LLC participants should not exceed 50.

An additional liability company (ALC) is a type of LLC. Distinctive feature ALC is that if the property of such a company is insufficient to satisfy the claims of its creditors, the participants of the company with additional liability can be held property liable for the debts of the company with their personal property, and in a joint and several manner. However, the amount of this liability is limited: it does not concern all of their personal property, as in a general partnership, but only part of it - the same multiple of the amount of contributions made for everyone (for example, three times, five times, etc.). Thus, this company occupies a kind of intermediate position between partnerships with their unlimited liability of participants and companies that generally exclude such liability.

A joint stock company (JSC) is a commercial organization whose authorized capital is divided into a certain number of shares, each of which is represented by a security-share. Holders of shares - shareholders - are not liable for the obligations of the company, but only bear the risk of losses - loss of value of the shares they own.

Registration of shareholder rights with shares (securities) means that the transfer of these rights to other persons is possible only through the transfer of shares. Therefore, when leaving a joint stock company, its participant cannot demand from the company itself any payments or distributions due to its share. After all, this exit can be achieved only in one way - by selling, assigning or otherwise transferring your shares (or share) to another person. Consequently, a joint stock company, unlike a limited liability company, is guaranteed against a decrease in its property when its participants leave it. Other differences between these societies are associated with more complex structure management in a joint stock company. These differences are caused by attempts to prevent abuse, for which this organizational and legal form of entrepreneurship provides great opportunities. The fact is that the managers of such a company, in the presence of a huge number of small shareholders, who, as a rule, are incompetent in entrepreneurial activity and interested only in receiving dividends, acquire, in fact, uncontrolled opportunities to use the company's capital. This explains the emergence of rules on the public conduct of affairs of a joint-stock company, on the need to form a permanent control body of shareholders in it - a supervisory board, etc.

It must be borne in mind that a joint stock company as a form of capital pooling is designed for large businesses and is usually not used by small companies. Therefore, a joint stock company is not limited by the number of participants.

Joint stock companies are divided into open (OJSC) and closed (CJSC). An open joint stock company distributes its shares among an indefinite number of persons, and therefore only it has the right to conduct an open subscription for its shares and their free sale. Its shareholders freely alienate the shares they own, which makes the composition of the participants of such a company variable. JSCs are required to conduct business publicly, that is, annually publish for public information an annual report, balance sheet, and profit and loss account.

In contrast, a closed joint stock company distributes its shares only among the founders or other predetermined circle of persons, that is, it is characterized permanent staff participants. Therefore, it is deprived of the right to conduct an open subscription for its shares or offer them for acquisition to other persons in any other way. Participants in such a company enjoy the right of first refusal to purchase shares sold by other shareholders, which is intended to preserve their pre-limited composition. Therefore, the number of participants in a closed joint stock company should not exceed the limit established by the law on joint stock companies.

The supreme body of a joint stock company is the general meeting of its shareholders. It is assigned exclusive competence, which cannot be transferred to other bodies of the company even by decision of the general meeting. This includes: changing the charter of the company, including changing the size of its authorized capital, election of the supervisory board (board of directors), audit commission (auditor) and executive bodies of the company (unless the latter issue falls within the exclusive competence of the supervisory board), as well as approval of the annual reports and balance sheets of the company, distribution of its profits and losses and resolution of the issue of reorganization or liquidation of the company. In large joint-stock companies with more than 50 shareholders, a supervisory board must be created, which is a permanent collective body that expresses the interests of shareholders and controls the activities of the executive bodies of the company. In cases of its creation, the exclusive competence of this body is determined, which also under no circumstances can be transferred to the executive bodies. In particular, it may include consent for the company to commit major transactions, equivalent to a significant part of the value of the authorized capital of the company, as well as the appointment and removal of the executive bodies of the company.

The audit commission of the company, which in small companies can be replaced by an auditor, is created only from among the shareholders, but is not the management body of the company. Its powers to control the financial documentation of the company and the procedure for their implementation are determined by the law on joint stock companies and the charters of specific companies.

The executive body of the company (directorate, board) has “residual” competence, that is, it resolves all issues of the company’s activities that are not within the competence of the general meeting or the supervisory board. The Civil Code allows for the transfer of powers of the executive body not to elected shareholders, but to a management company or manager (individual entrepreneur). Another business company or partnership or a production cooperative can act as a management company. This situation is possible by decision of the general meeting, according to which management company(or an individual manager) concludes a special agreement providing for mutual rights and obligations, as well as responsibility for their non-compliance

An independent audit is also a way to monitor the activities of the company’s executive bodies. Such an inspection can be carried out at any time at the request of shareholders whose total share in the authorized capital of the company is at least 10%. An external audit is also mandatory for open joint-stock companies that are obliged to conduct public affairs, because here it serves as an additional confirmation of the correctness of the company’s published documents.

A subsidiary business company does not constitute a special organizational and legal form. Any business company - joint-stock, limited or with additional liability - can act in this capacity. The peculiarities of the position of subsidiaries are related to their relationships with “parent” (controlling) companies or partnerships and the possible occurrence of liability of controlling companies for the debts of subsidiaries.

A company can be recognized as a subsidiary if at least one of three conditions is met:

• - predominant participation in its authorized capital of another company or partnership compared to other participants;
• - an agreement between the company and another company or partnership on the management of the affairs of the first;
• - another possibility for one company or partnership to determine decisions made by another company. Thus, the existence of the status of a subsidiary does not depend on strictly formal criteria and can be proven, for example, in court in order to use the corresponding legal consequences.

The main consequences of recognizing a company as a subsidiary are associated with the emergence of liability to its creditors on the part of the controlling (“parent”) company, which is liable, however, not for all transactions made by the subsidiary, but only in two cases:

• - when concluding a transaction at the direction of the controlling company;
• - in case of bankruptcy of a subsidiary and it is proven that this bankruptcy was caused by the execution of the instructions of the controlling company.

The subsidiary company itself is not liable for the debts of the main (controlling) company or partnership.

The main ("parent") and subsidiary (or subsidiaries) companies constitute a system of interrelated companies, which in American law is called a "holding" and in German law - a "concern". However, neither the holding nor the concern are legal entities in themselves.

Dependent companies are also not a special organizational and legal form of commercial organizations. Various business entities act in this capacity. It's about about the possibility of one society to significantly influence the decision-making of another society, and that, in turn, to have a similar (non-determining) influence on the decision-making of the first society. This possibility is based on their mutual participation in each other’s capital, which, however, does not reach the level of a “controlling stake,” that is, which does not allow us to talk about such relationships as relations between subsidiaries and “parent” companies.

In accordance with paragraph 1 of Art. 106 of the Civil Code, a company is recognized as dependent in the authorized capital of which another company has more than 20% participation (voting shares or shares in the capital of a limited liability company). Dependent companies often mutually participate in each other's capital. Moreover, the shares of their participation can be the same, which excludes the possibility of unilateral influence of one company on the affairs of another.

A production cooperative is an association of citizens who are not entrepreneurs, which they created for joint economic activities on the basis of personal labor participation and the pooling of some property contributions (shares). Members of the cooperative bear additional liability for its debts with their personal property within the limits established by law and the charter of the cooperative.

A unitary enterprise is a non-owner commercial organization. This special organizational and legal form is preserved only for state and municipal property. Since December 8, 1994, the right to create non-owner commercial organizations (that is, “enterprises”) has been reserved only for state and municipalities. Organizations of this kind are declared “unitary” by law, which implies the indivisibility of their property into any contributions, shares or shares, including its employees, since it belongs entirely to the founding owner. Unitary enterprises can act in two forms - based on the right of economic management and the right of operational management, or state-owned. A unitary enterprise is not liable for the obligations of its founder-owner. The latter is not liable with his property for the debts of a unitary enterprise based on the right of economic management, but may be held additionally liable for the debts of an enterprise based on the right of operational management ("state").

Institutions are the only type of non-profit organization that is not the owner of its property. Institutions include a large number of various non-profit organizations: government and municipal government, educational institutions, culture and sports, social protection etc.

Being a non-owner, the institution has a very limited right of operational management of the property transferred to it by the owner. It does not imply the participation of such an organization in business relations, with the exception of certain cases provided for by its constituent documents. But if the institution lacks Money for settlements with creditors, the latter have the right to make claims against the founding owner, who in this case is fully responsible for the debts of his institution. Taking into account this circumstance, the law does not provide for the possibility of bankruptcy of institutions.

The main source of the institution's property is the funds it receives according to estimates from the owner. The owner can finance his institution partially by providing him with the opportunity to receive additional income from business activities permitted by the owner.

The main organizational and legal forms are determined by the articles of the Civil Code of the Russian Federation. There are two groups of organizations: commercial and non-profit. Commercial organizations include those organizations whose main purpose is to make a profit. Non-profit organizations include organizations that are designed to solve social, public, religious and other tasks.

Commercial organizations are divided into four groups: business societies, business partnerships, production cooperatives and state and municipal unitary enterprises (see Fig. 1.1). Business companies include joint stock companies, limited liability companies and additional liability companies.

Fig.1.1. Organizational and legal forms

A joint stock company is “a commercial organization whose authorized capital is divided into a certain number of shares certifying the rights of the company’s participants (shareholders) in relation to the company.” Shareholders are not liable for the company's obligations and bear the risk of losses associated with its activities, within the limits of the value of the shares they own. Joint stock companies can be created as open ones, in which shares are distributed on the basis of free subscription in funds mass media, and closed ones, in which shares are distributed between the participants of the company.

A limited liability company is an organization founded 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 the contributions made by them .

An additional liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. Participants jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company.

Business partnerships include: general partnership, limited partnership. A general partnership is a partnership, the participants (general partners) of which, in accordance with concluded agreements, are engaged in joint entrepreneurial activities on behalf of the partnership. The share capital of the company consists of shares, the size of which is determined by agreements. General partners are obliged to participate in the activities of the partnership and jointly and severally bear subsidiary liability with their property for the obligations of the partnership. Profits and losses are distributed in proportion to the shares of the participants.

A limited partnership (limited partnership) is a partnership in which, along with general partners who carry out business activities on its behalf and are liable for its obligations with their property, there are one or more participants - investors (limited partners) who bear the risk of losses associated with 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. Profit is distributed in accordance with the amount of share capital owned by the participant.

A production cooperative is a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor or other participation and the association of property shares by its members. Members of production cooperatives bear joint and several subsidiary liability. The property of the cooperative is divided into shares in accordance with the charter of the cooperative.

State and municipal unitary enterprises are organizations created by state (local) authorities.

In practice, a unitary enterprise is a commercial organization that is not vested with the right of ownership to the property assigned to it by the owner. The property belongs to the state or municipal government, is indivisible and cannot be distributed among deposits, including between employees of the enterprise, and is under the operational management of the enterprise.

1.4. Products of organizations (enterprises), their types and features. Indicators and meters of composition and volume of products

The composition of an organization's (enterprise's) products is determined using two indicators: nomenclature and assortment. Nomenclature - this is a list of products combined into homogeneous groups, each of which includes products of one name (TVs, video cameras, personal computers, etc.). Range - this is a list of products combined into groups, each of which contains products of the same name, brand, model, size. Nomenclature and assortment are an integral part of the production and sales plan. In addition to the characteristics of the product itself, for each item the following information is indicated: the quantity of products, the labor intensity of production and the total cost per unit of production, and the selling price.

To determine generalized and estimated performance indicators of an organization (enterprise), a system of volumetric indicators is designed. When calculating these indicators, indicators of production volume and production volume are distinguished. Under volume of production refers to the valuation of the costs of producing products, regardless of the place of their production. Under production volume refers to the valuation of the volume of production, taking into account only the own costs of a given organization (enterprise). Production volume does not include costs incurred in previous stages of the production process. The production volume should not include the cost of raw materials, materials, purchased components, fuel, and energy.

In practice, three indicators of production volume are used:

· commercial products,

· products sold (sales volume, sales revenue, sales volume),

· gross output.

Commercial products- these are fully manufactured (tested and packaged) final products, semi-finished products intended for sale to other organizations (enterprises), services for their own capital construction, industrial services. A sign of a commercial product is the degree of its readiness.

Products sold- this is the commodity product that is sent to the consumer, the customer and paid for by him. It should be noted that the concept products sold from an economic and accounting point of view they are somewhat different, since from the latter point of view, the fact of sale is often considered the fact of shipment of products. Sold products may differ from commercial products by the amount of change in the balances of finished products in the warehouse of the organization (enterprise), finished products in the process of transportation, as well as changes in the volume of products unpaid for by the consumer.

where is the volume of products sold;

– the volume of commercial products manufactured over a certain period of time;

. – change in the balance of commercial products in the organization’s warehouse;

– change in commercial products in the process of transportation to the consumer or customer;

– change in balances of unpaid products.

– in the absence of residues (for example, bakery products). Ideal, but with long manufacturing cycles this is physically impossible.

Gross output- this is a valuation of the costs of an organization (enterprise) for the production of products for a certain period of time. Gross output differs from commodity output by the amount of work in progress, i.e., the valuation of products at various stages technological process.

where is gross output;

– volume of commercial products;

– change in the volume of work in progress.

Work in progress is production located at any stage of the production process.

Gross output is the oldest and most obsolete indicator. In market conditions, it should be used only within a separate organization (enterprise) when calculating personnel requirements, preliminary assessment of the compliance of the volume of work for a certain period of time with throughput.

The most important volume indicator in market conditions is sold products, since its volume depends, on the one hand, on many internal factors, and, on the other hand, has a significant impact on the amount of profit. The main internal factors influencing the volume of products sold are: the correctness of the formation of the range of products, the competitiveness of products, reasonable pricing and cost policies of the organization (enterprise), the perfection of the technical, technological and material base, the progressiveness of the forms and methods of organization and management used, marketing research, etc.

To calculate any volumetric indicator, you need to know the quantity of products and the volume meter.

where is the volume indicator;

– number of types of products;

- quantity i-that product;

– volume meter.

In practice, the following volume meters are used:

1. Natural – any physical meter (quantity in pieces, meters, tons) is used only when producing one type of product.

2. Labor meters , these include the labor intensity of the product and the basic wages of production workers. These meters are only used within an organization. Disadvantage - labor intensity does not take into account the complexity of the work performed. Wages do not have this disadvantage.

3. Cost meters : price, total cost, value added by processing.

Price is the only measure of the volume of products sold. Full cost - includes all the organization’s costs for the production and sale of products and is used within the organization. Added value of processing is an indicator that takes into account only the newly created value of a given organization, i.e. her own costs.

Each of the listed meters has its own purpose and scope.

1.5. Product quality and competitiveness: concept, indicators and assessment methods

Product quality is a set of product properties that determine its suitability to meet certain needs in accordance with its intended purpose (GOST 15467-79). According to the international standard ISO 8402.1994, quality is defined as a set of characteristics of an object (activity or process, product, service, etc.) related to its ability.

Evaluation indicators quantitatively characterize those properties
which form the quality of products as an object of production
and consumption or exploitation. They are used for standardization
quality requirements, assessment technical level in the development of standards, quality control during control, testing and certification. Evaluation indicators are divided into functional, resource-saving and environmental.

Functional indicators characterize the properties that determine the functional suitability of a product to satisfy specified needs. Eyeglasses combine indicators of functional suitability, reliability (failure-free operation, maintainability, durability, restoreability, storage), ergonomics (hygienic, anthropometric, physiological, psychological) and aesthetics (rationality of form, integrity of composition, perfection of production execution).

Resource-saving indicators characterize the properties of a product, which determine the level of resources spent during its creation and use. The group of resource-saving indicators includes subgroups of indicators of manufacturability and resource consumption.

Environmental indicators of product quality characterize its properties associated with the impact on humans and environment. They are combined into two groups of indicators - safety and environmental friendliness.

Quality level– this is a relative indicator that characterizes the result of comparing the quality indicators of a new product with the quality indicators of a product with similar functional indicators.

Where i– quality indicator index;

– quality factor i-th parameter;

- weight coefficient.

where is the value i- quality indicator of a new product;

Meaning i- quality indicator of the base product.

Competitiveness– this is the ability of a product to find its consumer, provided that the market is saturated with similar products.

When assessing the competitiveness of a product, it must be compared with a similar product in terms of functionality available on the market, therefore, the indicator is relative.

Knowledge of what the organizational and legal forms of a legal entity are will be needed primarily by those who have decided to open their own business. Having received information about what they are like, it is easier for a future businessman to determine which form is suitable for him to create his own company.

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Before choosing a legal form, you need to decide on the following questions:

1. How will the company be financed? Will it be necessary to attract investors or will only the owner invest in the company?
2. Does the owner want to run the business independently or hire a director, accountant and other employees?
3. How big will the business be, what is the expected monthly and annual turnover?
4. Which settlement with counterparties is preferred: cash or non-cash?
5. Is it possible to sell the business in the future?

The solution to these issues determines the form of doing business, as well as the number of reporting forms and the frequency of their submission.

What is the organizational and legal form of an enterprise

Before moving on to considering organizational and legal forms, it is necessary to understand what they are.

Organizational and legal forms of a legal entity (OLF) are forms of activity that are directly established by the legislation of the country and determine the rights, obligations and procedure for disposing of the assets of a legal entity.

The main criteria by which legal entities are classified are:

• Goals of activity.
• Forms of ownership.
• Participants' rights.
• Composition of owners.

The Civil Code of the Russian Federation includes two main forms of doing business:

• Commercial companies. The main goal they pursue in the course of their activities is to make a profit, which the owners of the company distribute among themselves.
• Non-profit organizations. They are not created for profit, and if profit does arise, it is not distributed among the founders, but is spent on statutory purposes.

Classification of commercial organizational and legal forms

The organizational and legal forms of commercial organizations, in turn, are also divided into several types:

• Business partnerships are either full or faith-based (Article 69.82 of the Civil Code of the Russian Federation). The difference between them is the degree of responsibility of the comrades (participants). In a full company, they are liable for the obligations of the company with all their property, and in a faith-based (limited partnership) - only to the extent of their contributions.
• Business companies (Articles 87, 96 of the Civil Code of the Russian Federation) - joint stock companies (JSC). The capital of an LLC consists of contributions from participants and is divided into shares, while in a JSC the capital is divided into a certain number of shares.
• Production cooperatives (Article 106.1 of the Civil Code of the Russian Federation) - citizens unite in such organizations voluntarily on the basis of membership and share contributions. Such cooperatives are based on the personal labor of their members.
• Economic partnership is quite rare and is practically not mentioned in the Civil Code of the Russian Federation; it is regulated by a separate law No. 380-FZ.
• Peasant farming (Article 86.1 of the Civil Code of the Russian Federation) – an association of citizens for the management Agriculture. Based on their personal participation in the business and property contributions.

To commercial structures in accordance with Art. 113 of the Civil Code of the Russian Federation also includes unitary organizations, which are of two types:

• government;
• municipal.

Important! The property of unitary enterprises is recognized as indivisible and cannot be distributed in the event of their liquidation.

Classification of forms of non-profit organizations

The organizational and legal forms of non-profit organizations presuppose that the monetary profit received in the course of their activities goes towards the implementation of their statutory goals and objectives, often these are social, educational or humanitarian goals. Non-profit organizations have the great advantage of being exempt from paying most taxes. Businessmen readily take advantage of this.

It is beneficial to establish non-profit forms of organization in the areas of education, media, and communities of interest. They are such widows:

• A consumer cooperative (Article 123.2 of the Civil Code of the Russian Federation) is a non-forced association of people and their property for the implementation of entrepreneurial activities and joint projects.
• Public and religious organizations (Articles 123, 26, 123.4 of the Civil Code of the Russian Federation) are a united group of people who have united at their own discretion to satisfy non-material needs (for example, spiritual, political, professional, etc.).
• Fund (123.17 Civil Code of the Russian Federation) - has no membership, an organization established by legal entities and/or citizens, which exists thanks to voluntary contributions. Such an organization can only be liquidated by a court decision. May have goals: charitable, cultural, social, educational.
• Association of real estate owners (Article 123.12) - unites the owners of apartments and other buildings, including dachas and land plots in joint use.
• Association and union - based on membership, created to represent common interests, including socially beneficial and professional ones.
• Cossack societies are regulated by separate legislation (No. 154-FZ). Created for voluntary service.
• Communities of indigenous peoples of the Russian Federation of small numbers (Article 123.16 of the Civil Code of the Russian Federation) - such communities are created in order to protect the original habitat and preserve the traditions of nationalities.
• Institutions (Article 123.21 of the Civil Code of the Russian Federation) - are created for managerial, social or cultural purposes.
• Autonomous non-profit organizations (Article 123.24 of the Civil Code of the Russian Federation) - involves the provision of services in the field of education. medicine, culture, science, etc.

We have systematized all the information about each of the forms of management, as well as their pros and cons, in the table:

Which OPF to choose

The most common forms of business are LLC and JSC.

Limited Liability Company LLC

The organizational and legal form of an LLC is a company whose capital consists of the contributions of its participants; they do not bear the risk of losses associated with activities in the amount of their contributions.

Advantages:

• It is easier to create an LLC than other legal entities.
• The liability of the founders is limited to the size of their contributions.
• The minimum amount of authorized capital required by law is relatively small.
• As legal entities, LLCs can use bank loans, and their conditions are more favorable than for.
• By choosing special forms of taxation, an LLC can operate without an accounting report (or maintain it in a simplified manner) and pay taxes according to.
• Selling a business is very simple, just change the composition of the founders.

Flaws:

• It is possible that disagreements between several founders may be difficult to resolve.
• More finance is needed to create an LLC than for an individual entrepreneur.
• Closing an LLC is more difficult than individual business(IP), this often drags on for more than one month.
• Important decisions require the consent of all founders.

Limited liability organizations are suitable for medium-sized companies planning large turnover on their bank account and raising borrowed capital.

This article talks about typical ways to resolve legal issues, but each case is individual. If you want to find out how to solve your particular problem, contact our consultant absolutely FREE!

Joint Stock Company (JSC)

According to the Civil Code of the Russian Federation, a joint-stock company has an authorized capital, which is divided into a certain number of shares. Each shareholder has the right to count on receiving dividends and participating in the management of the company

JSC must necessarily conduct financial statements, and it must be published in the public domain. Each issue of shares is registered in a special register. There is also a need to maintain a register of shareholders. The JSC must have a qualified lawyer and accountant to monitor any changes in legislation in order to avoid violations, as this promises large fines.

A JSC is in a more protected position from raider takeovers than an LLC. Exiting the founders of a joint stock company is simple - you need to sell your shares.

This form of management is suitable big business– production and construction companies, banks and financial institutions.

Individual entrepreneurship

You can engage in entrepreneurship without forming a legal entity. This form of economic activity includes individual entrepreneurship(IP). This form activities are simple and profitable for small and medium-sized businesses.

Private entrepreneurship has its advantages and, of course, disadvantages that need to be known and taken into account:

Advantages of IP:

• Easier than other forms of doing business.
• Opening an individual entrepreneur involves minimal costs.
• Accounting is not needed or requires a simplified form.
• Tax can be paid by .
• There is only one business owner - the entrepreneur.

Flaws:

• The owner bears absolute responsibility for all of his property.
• It is difficult for an individual entrepreneur to get a business loan.
• Legal merger or separation of capital between partners is difficult to achieve.
• It is often necessary to pay taxes even when the activity is not performed or results in a loss.
• Some counterparties prefer to work with legal entities.

Conducting this form of activity prevails among market traders, small shops, salons for providing any services to the population (for example, hairdressers) or online stores.

Changes made to the Civil Code of the Russian Federation that affected organizational and legal forms

On September 1, 2014, serious changes took place in the Civil Code of the Russian Federation, which significantly changed the classification of OPF:

• Now there are no additional liability companies. Their creation is no longer permitted in accordance with the requirements of Art. 66 Civil Code of the Russian Federation.
• No significant changes have been made to the LLC; now this company is merged with the ODO.
• New concepts have appeared: unitary and corporate enterprises. In corporate, founders can participate in management and be elected to management bodies (for example, LLC, JSC, etc.) In unitary - the founder is the state or municipality (SUE, MUP).
• Closed and open joint stock companies have changed to public (PJSC) and non-public (JSC).

Joint stock companies that exist both closed and open do not have to re-register OPF according to the new rules. At the same time, when you first make changes to constituent documents they must be brought into compliance with the new norms of the Civil Code.

The most popular form of business – LLC – remained unchanged.

It is necessary to have information about OPF and changes in legislation related to the creation of enterprises of various forms of ownership in order to choose the organizational and legal form of activity that is beneficial for you.

The essence and relationship of the concepts “enterprise” and “organization”. Enterprise as an object and subject of law.

The term " organization" used in two meanings:

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

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

The characteristics of the organization are:

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

· isolation lies in the closedness of internal processes and the presence of boundaries separating this organization from external environment. Borders can be either material - in the form of walls and fences, or immaterial - in the form of prohibitions, restrictions, rules;

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

· the existence of connections between elements of the organization helps ensure their mutual support. The connections between elements of an organization are economic, technological, informational, social and managerial;

· self-regulation is the ability of an organization to independently resolve issues of internal life, taking into account the current situation and external instructions. This activity implemented by an external center, the purpose of which is to coordinate the efforts and work of people to achieve the integrity of the organization;

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

Entrepreneurial activity organizationally appears in the form of an enterprise. An entrepreneur, combining resources (labor, land, capital) in one production process, creates an enterprise (firm). (IN foreign literature The concept of “firm” is usually used; in Soviet and Russian economic literature the concept of “enterprise” is more common. Although in the exact meaning of the word an enterprise is understood as an organization that is engaged in one type of activity and performs certain functions for the production of goods and services, and a company is understood as an organization that is characterized by different kinds activity or which represents an association of enterprises, nevertheless, the concepts of “firm” and “enterprise” are often used as synonyms.)

Company is a separate, independent cell of the economy where factors of production are combined to produce products and provide services in order to make a profit. According to the definition of the Law “On Enterprises and Entrepreneurial Activities”, “An enterprise is an independent economic entity created... to produce products, perform work and provide services in order to meet public needs and make a profit.”

The characteristics of the enterprise are:

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

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

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

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

The presence of separate property, which may be owned, economically managed or operated;

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

Independent action in civil proceedings in one’s own name, which means that “a legal entity can, on its own behalf, acquire and exercise property and personal non-property rights, bear responsibilities, be a plaintiff and defendant in court.”

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

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

In countries with developed market economies, there are the most Various types and types of companies reflecting various shapes and ways to attract and use capital and conduct business.

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

· types of economic activities;

· forms of ownership;

· quantitative criterion;

· in terms of significance and territorial location.

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

Organizational and legal forms of enterprises– these are historically established and legally defined forms of conducting production, economic, commercial and financial activities, differing in ownership rights, sources of financing and responsibilities of the owners of the company. To the description legal form includes the procedure for its registration and liquidation.

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

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

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

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

· general partnership;

· limited partnership (limited partnership);

· limited liability company,

· additional liability company;

· joint stock company (open and closed).

Full is a partnership whose participants (general partners) are engaged in entrepreneurial activities and are responsible for the property they own. The profits and losses of a general partnership are distributed among its participants in proportion to their shares in the common share capital.

Limited partnership is a partnership in which, along with general partners, there are one or more participant-investors (limited partners), who bear the risk of loss only within the limits of the amounts of contributions made by them and do not take part in the entrepreneurial activities of this partnership. Limited partners receive a portion of the partnership's profits due to their share in the joint capital.

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

IN company with additional liability its participants are liable in the same multiple of the value of their contributions. If one of the participants goes bankrupt, his liability is distributed among the others in proportion to their contributions.

Joint-Stock Company- this is society, authorized capital which is divided into a certain number of shares. Shareholders bear the risk of loss only up to the value of their shares.

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

Closed joint stock company This is a joint stock company whose shares are distributed only among its founders.

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

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