Characteristics of organizational and legal forms

Classification, that is, division into different organizational and legal forms must be done subject to three rules:

• unity of the basis of division (it is impossible to divide films into interesting, color and foreign)
• completeness of division (you cannot divide people into blondes and brunettes - brown-haired and bald people will remain “restless”)
• the significance of the basis of division (if we are interested in the carrying capacity of the vessel, then we should not classify ships according to whether their captain is single or married).

a) According to availability as the main purpose of creation and the activities of a legal entity with the intention to make a profit, they are all divided into two groups (Article 50 of the Civil Code of the Russian Federation):

1. Commercial organizations which can be created in the form of business partnerships and societies, production cooperatives, state and municipal unitary enterprises
2. Non-profit organizations, which can be created in the form of consumer cooperatives, public or religious organizations (associations), owner-financed institutions, charitable and other funds, as well as in other forms provided by law.

1. legal entities in respect of which their participants have rights of obligations (business partnerships and companies, industrial and consumer cooperatives, non-profit partnerships, autonomous non-profit organizations)
2. legal entities to whose property their founders have ownership or other proprietary rights (state and municipal unitary enterprises, including subsidiaries, as well as owner-financed institutions)
3. legal entities in respect of which their founders (participants) do not have property rights (public and religious organizations(associations), charitable and other foundations, associations of legal entities (associations and unions).

c) By organizational and legal form(OPF) legal entities are divided into:

It is impossible, in our opinion, to classify subsidiaries and dependent business companies as a special organizational and legal form, since they are created in one of the specified OPFs and differ only in the degree of dependence on other organizations.

It should also be recalled once again that any legal entity has the right to form representative offices, branches, branches, but without the status of a legal entity and without the right to be a party to a transaction on its own behalf.

As an additional criterion (basis) for the classification of legal entities, the scope of legal capacity can be distinguished:

• organizations with general legal capacity that have the right to engage in any type of activity (all business partnerships and companies)
• organizations with special legal capacity, engaged only in those types of activities that are defined by their charters (all other organizations).

To understand the essence and basis of the differences between commercial organizations, one should recall the history of the emergence and development entrepreneurial activity.

At first, the artisan, the merchant, relying on his subsistence economy and property, using his abilities, produced goods.

Then, in connection with the expansion of market needs and the need for cooperation, the artisan and trader began to unite with their colleagues, combining not so much capital as labor resources(personal and hired).

As such associations developed and their size increased, they began to unite not so much labor as capital.
The historical process of changing the ratio of labor and capital in business structures can be characterized by the following graph:

Legend:

IP - individual entrepreneur
PT - general partnership
KT - limited partnership
PC - production cooperative
LLC - limited liability company
ODO - additional liability company
CJSC - closed Joint-Stock Company
OJSC - open joint stock company

This graph shows the ratio of labor and capital combined in various forms of business organizations. Obviously, the less importance is attached to the labor contributions of the participants, the more developed the form of association can be used by the participants.

From the graph it becomes clear why the participants in a general partnership only enter into an agreement, and the shareholders only approve the charter.

This schedule also reflects the responsibility of the participants for the debts (obligations) of the organization they created.

Business partnerships differ from business companies in that partnerships bring together persons (individuals and/or legal entities), and companies bring together capital. This means that participants in societies MAY not participate in its activities, but participants in partnerships MUST participate.

From this, as well as from the fact that participants in partnerships bear full responsibility for the debts (obligations) of the partnership, it follows that the participation of one person in several partnerships is prohibited.

Only individual entrepreneurs can be citizens participating in partnerships.

It should be noted that the legislation uses three terms to define participants in partnerships and companies: founder, participant, shareholder. The founder is a participant recorded in the constituent documents when state registration organization, and the features of its status, as a rule, disappear after registration. A shareholder is a participant in a joint stock company.

Essential characteristics of organizational and legal forms of COMMERCIAL organizations

General partnership

A form that is practically not used in Russia. A general partnership assumes full joint liability of the founders (participants) for the obligations of the partnership with ALL their property and belongings. In case of joint and several liability of debtors, any creditor has the right to collect debts from any debtor in full (and the joint and several debtors will then deal with each other).

But in conditions of legal instability, tax and administrative lawlessness, it is undesirable to put all your property at risk of bankruptcy.

Participants in a general partnership are individual entrepreneurs or legal entities who have pooled their efforts and capital to conduct joint business activities.

The law does not establish the minimum amount of the share capital of a general partnership, because If this capital is insufficient, creditors foreclose on all the property of the partnership participants.

Conducting partnership affairs (management, concluding transactions) is possible in several options:

each participant himself enters into transactions for which everyone is responsible;

all transactions are concluded by unanimous decision of the participants;

all transactions are concluded by decision of the participants, adopted by a majority of votes;

one or some participants may enter into transactions;

a combination of these methods depending on the type and scale of the transaction.

Limited partnership, based on official authority

Participants are liable to the extent of their contributions to the authorized capital, but there is an exception to this rule. The main external difference between this form of organization and a general partnership is that it has two types of participants.

Some participants bear full (unlimited) liability and have the right to manage the partnership, other participants-investors (limited partners) simply invest their capital in the partnership, have the right to receive profits, but are not liable for the obligations of the partnership (except for the risk of loss of investment) and do not participate in business management. Investors don't even sign memorandum of association about the creation of this partnership. The investor may not be an individual entrepreneur.

This form is transitional from partnerships to companies, firstly, in terms of the degree of responsibility: from full liability for the first type of participants to the limited liability of participant-investors, and, secondly, in terms of the degree of participation: from personal participation to capital participation.

It also combines the serious advantages of partnerships and societies. The issuer - the capital investor - takes less risk if the manager(s) bear full responsibility.

Limited Liability Company (LLC)

A form of capital pooling, combined with the possibility of personal participation in the activities of the organization. That is why LLC is the most common form.

This organizational form requires the creation of management bodies, and therefore the development of a charter regulating the internal and external activities of the company.

The management system is at least two-level: the general meeting of participants and the executive body. A collective executive body (board, directorate) is possible, but there must be an official acting on behalf of the organization without a power of attorney

According to Art. 56 of the Civil Code, “if the insolvency (bankruptcy) of a legal entity is caused by the founders (participants), the owner of the property of the legal entity or other persons who have the right to give instructions mandatory for this legal entity or otherwise have the opportunity to determine its actions, on such persons in case of insufficiency the property of a legal entity may be subject to subsidiary liability for its obligations.” Vicarious liability is a liability in which, in the absence of sufficient property of a legal entity, the debtors' claims are made against the participants, and they pay with their property.

Additional liability company (ALC)

It differs from a limited liability company in that the participants are liable not only within the authorized capital, but also in addition to a certain amount that is a multiple of the authorized capital. For example, the authorized capital of an ALC is 10 million rubles. The charter stipulates that the company bears additional liability in the amount of five times. This means that if the company’s property is insufficient, creditors can receive 50 million rubles from the participants, and from any of them, since the participants are jointly and severally liable.

Joint Stock Company (JSC)

The most detailed legislatively regulated form of organization, because In addition to the Civil Code, the Law of the Russian Federation “On Joint Stock Companies” applies.

The essence of creating a joint-stock company is the founder’s announcement of the creation of a joint-stock company, i.e. issuing securities (shares) for sale and offering a certain or indefinite number of persons to buy these securities, thereby forming the authorized capital.

This is how a joint stock company differs from an LLC, during the creation of which the contributions (contributions) of all founders are clearly defined and there is no assumption in the charter that the authorized capital CAN increase to a certain amount.

The next difference from an LLC is that in a limited liability company there is the possibility of “withdrawing” from the membership with the withdrawal of one’s share of the property. In a joint stock company this cannot be possible, because When “entering” the company, the participant (shareholder) did not contribute property, but bought shares. Accordingly, he, as the owner of the securities, has the right to sell them to someone who wants to buy them, but does not have the right to demand that the company return to him the property (or its value) of the company. This provision prevents the risk of undermining the viability and capacity of the society if participants leave.

Another difference between an LLC and a JSC is that in a joint-stock company there is always the possibility of alienating shares to third parties (not shareholders), and the charter of an LLC may contain a ban on the alienation of shares to third parties. To compensate for this limitation, as already noted, a participant in an LLC may, upon exit, demand the value of his share of property from the company.

The Law of the Russian Federation “On Joint-Stock Companies” has quite seriously changed the legislation regulating this form of organization.

On the one hand, the law quite thoroughly spells out guarantees and mechanisms for protecting the rights of shareholders, regardless of the size of the block of shares they own. (For example, the right of a shareholder to sell his shares to the company if he disagrees with the decision of the general meeting, detailed regulation of the procedure for preparing and holding the general meeting, etc.)

On the other hand, measures are provided to protect the management of the organization from the interference of incompetent shareholders in resolving private production issues, from the possibility of making decisions that bring short-term income and undermine the development of production. (For example, limiting the competence of the general meeting to a range of strategic issues, restrictions on the payment of dividends, consideration at the meeting of a number of issues only on the recommendation of the Board of Directors, etc.)

Producer cooperatives

A production cooperative is recognized as a voluntary association of citizens (participation of legal entities is also allowed) on the basis of membership for joint production or other economic activity, based on their personal labor and other participation and the pooling of property share contributions by its members (participants).

As a rule, membership in a cooperative is based on personal labor, the payment of a property contribution determined by the charter, the equality of each member (each has only one vote), and the dependence of income on labor participation. Members of a cooperative are not entrepreneurs (as in partnerships).

Members of a cooperative bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by the law on production cooperatives and the charter of the cooperative (Article 107 of the Civil Code of the Russian Federation).

State and municipal unitary enterprises

The main feature of these forms is that they are not the owners of their property. The state or municipalities transfer property to these enterprises on the right of economic management, i.e. with restrictions on the right to dispose (transfer, alienate) property. Therefore, when determining the status of these enterprises, their powers when concluding transactions, it is necessary to take into account the rules (norms) of Article 294-300 of the Civil Code of the Russian Federation, as well as the provisions of the Federal Law of the Russian Federation “On State and Municipal Unitary Enterprises”.

The term “unitary” in the name of these enterprises determines the indivisibility of their property, i.e. complete absence of the possibility of dividing the authorized capital into shares, shares, etc. Therefore, it is impossible for other legal entities or individuals to take part in or obtain a share in such an enterprise. By the way, the term “authorized capital” in these enterprises is transformed into “authorized capital” because the property is not alienated by the founder, is not transferred into ownership, but is given for economic management - to a certain “fund”.

The state unitary enterprise differs from its counterparts in that it is based on property that is in federal ownership, and in that the property is transferred to operational management, and not for economic management. It follows from this that the owner is Russian Federation- is liable for the debts of a state-owned enterprise, while the owner of a state and municipal enterprise is not liable for its debts.

Unlike most commercial organizations, enterprises have special rather than general legal capacity. The consequence of this is that the owner of the property, approving the charter of the enterprise, establishes the goals of its creation and the subject of its activities. Transactions that are concluded in violation of the subject of the activity are void (Article 168 of the Civil Code of the Russian Federation).

It would be useful to note that the indication of the subject of activity in the constituent documents of commercial organizations with general legal capacity is not necessary, and the absence of such a list cannot serve as a basis for any restrictions on their economic independence.

Essential characteristics of organizational and legal forms of NON-PROFIT organizations

Public and religious associations

Citizens (and only they) have the right to organize public associations in various forms (organizations, institutions, movements, foundations, public amateur bodies, unions of public associations) to satisfy any needs. These organizations are authorized to conduct business activities consistent with the goals of creating the organization. Therefore, if there is a need to use this form to conduct business, you should carefully formulate the goals of the organization in order to combine the subject of entrepreneurship with these goals.

Funds

The main difference between a foundation and other forms is that the founders of the foundation, after its establishment and registration, lose all rights to the foundation and its property. The fund exists as if on its own and is governed by a board of trustees. The foundation can engage in entrepreneurship only through the business companies it creates.

Nonprofit partnerships

Absolutely new form. The association of members' property is similar to a limited liability company, but the members of the partnership have the right, upon leaving or expulsion from the partnership, to receive the contributed property or its value.

Establishment

An organization fully or partially financed by the founder - the owner of the institution's property. The founder is liable for the obligations of the institution if the latter is insufficient Money(not property). The founder can be a citizen or a legal entity.

The law does not specify how many founders there can be. The term "owner" is used. Therefore, a collective founder-owner (several owners owning shared or joint property) is not excluded.

Autonomous not commercial organization

Hybrid fund and non-profit partnership. There is no membership, property is not returned to the founders, management is carried out by an autonomous (independent of the founders) body. But he has the right to do business.

Association (union)

This organization unites only legal entities. Members of the association bear subsidiary liability for its debts even for two years after leaving the association. Does not have the right to do business.

Consumer cooperative

The most familiar form to everyone (ZHSK, GSK, etc.). Its exotic variety is consumer cooperation (a vestige of “consumer unions”), which, in accordance with the 1992 Law, is a “society of shareholders.”

Members of the cooperative are annually required to cover any losses incurred with their contributions.

Homeowners' Associations

Similar to a housing construction cooperative, but after construction is completed. Designed to organize public utilities for privately owned housing stock.

Summary comparative tables of characteristics of organizations

General definition of commercial organizations:

organization - legal entity;

the main goal is to make a profit;

the possibility of distributing profits between participants.

Types of commercial organizations

A Business partnerships

1. general partnership
2. partnership of faith

B Economic companies

3. limited liability
4. with additional responsibility
5. joint stock closed and open

B Production cooperatives

D State and municipal unitary enterprises

The organizational and legal form is understood as the method of securing and using property by an economic entity and the ensuing legal status and goals of entrepreneurial activity.

A correctly chosen organizational and legal form of an enterprise can give founders additional tools to implement your plans for business development and protection..

The organizational and legal forms of entrepreneurial activity include the following types:

• 1. Business partnerships and societies;
• 2. Limited liability company;
• 3. Company with additional liability;
• 4. Joint stock company;
• 5. People's enterprise;
• 6. Production cooperative;
• 7. State and municipal unitary enterprises;
• 8. Associations of business organizations;
• 9. Simple partnership;
• 10. Associations of business organizations;
• 11. Intra-company entrepreneurship.

Business partnerships are commercial organizations with share capital divided into shares. The contribution to the property of a business partnership can be money, securities, other things or property rights or other rights that have a monetary value. Business partnerships can be created in the form of a general partnership and limited partnership. Participants in general partnerships and general limited partnerships can be individual entrepreneurs and commercial organizations.

Full partnership - it recognizes a partnership, the participants of which, in accordance with the concluded agreement, are engaged in entrepreneurial activities on behalf of the partnership and are responsible for its obligations with all the property belonging to them. A person can only be a member of only one general partnership.

A general partnership is created and operates on the basis of a constituent agreement, which is signed by all its participants. The memorandum of association must contain the following information:

• 1. Name of the general partnership;
• 2. Location;
• 3. The procedure for managing it;
• 4. Conditions on the size and procedure for changing the shares of each participant in the share capital;
• 5. The size, composition, timing and procedure for making contributions;
• 6. On the responsibility of participants for violation of obligations to make contributions.

Management of the activities of a general partnership is carried out by general agreement of all participants, but the constituent agreement may provide for cases when the decision is made by a majority vote of the participants. Each participant in a general partnership has the right to act on behalf of the partnership, but when the partnership’s participants jointly conduct the affairs of the partnership, the consent of all participants in the partnership is required for each transaction.

The profits and losses of a general partnership are distributed among its participants in proportion to their shares in the share capital.

A limited partnership is a partnership in which, along with the participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with their property, there are one or more participant-investors who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them and do not participate in business activities.

A limited partnership is created and operates on the basis of a constituent agreement, which is signed by all participants of the partnership.

The minimum and maximum amount of share capital is not limited. This is due to the fact that general partners are liable for the obligations of the partnership with all their property.

A limited partnership is created for the purpose of making a profit and can engage in any activity not prohibited by law. However, for certain types of activities it is necessary to obtain a special permit.

Limited liability company (LLC) is a legal entity established by one or more persons, the authorized capital of which is divided into certain shares. LLC participants bear the risk of losses only to the extent of the value of their contributions.

Participants of the society can be citizens and legal entities. The maximum number of company participants should not be more than fifty.

The constituent documents are the constituent document and the articles of association. If a company is founded by one person, the founding person is the charter approved by this person.

If the number of participants in the company is two or more, a constituent agreement is concluded between them, in which the founders undertake:

• 1. Create a company and also determine the composition of the founders of the company;
• 2. The size of the authorized capital and the size of the share of each of the founders of the company;
• 3. The size and composition of contributions, the procedure and timing of their contribution to the authorized capital of the company upon its establishment;
• 4. Responsibility of the founders of the company for violation of the obligation to make contributions;
• 5. Conditions and procedure for distribution of profits between the founders of the company;
• 6. The composition of the company’s bodies and the procedure for the withdrawal of participants from the company. Contributions to the authorized capital can be money, securities, property rights with a monetary value. Each founder of the company must make a full contribution to the authorized capital of the company within the term. At the time of state registration of the company, the authorized capital must be paid by the founders at least half.

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

If one of the company's participants goes bankrupt, his liability for the company's obligations is distributed among the participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided for by the company's constituent documents.

A joint stock company is a commercial organization whose authorized capital is divided into a certain number of shares certifying the obligatory rights of the company's participants in relation to the joint stock company. Shareholders are not liable for the obligations of the company and bear losses associated with its activities, within the limits of the value of the shares they own.

A closed joint stock company is a company whose shares are distributed only among the founders or another predetermined circle of persons. A closed joint stock company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons. The number of shareholders should not exceed fifty.

The founders of a joint stock company are citizens and legal entities who made the decision to establish it. The number of founders of an open company is not limited, and the number of founders of a closed company cannot exceed fifty people.

A production cooperative (artel) is recognized as a voluntary association of citizens on the basis of membership for joint production or other economic activities (agricultural or other products, processing, trade), based on their personal labor and other participation and the association and its members (participants) of property shares.

A member of a cooperative is obliged to make a share contribution to the property of the cooperative. The share contribution of a member of a cooperative can be money, securities, other property, including property rights, as well as other objects of civil rights. Land plots and other natural resources can be a share contribution to the extent that their circulation is permitted by laws on land and natural resources. The amount of the share contribution is established by the charter of the cooperative. By the time of state registration of the cooperative, a member of the cooperative is obliged to make at least 10% of the share contribution.

The rest is paid within a year after state registration. Share contributions form a cooperative mutual fund, which determines minimum size property of the cooperative, guaranteeing the interests of its creditors.

The governing bodies of the cooperative are the general meeting of its members, the supervisory board and executive bodies - the board and the chairman of the cooperative. The highest governing body of a cooperative is the general meeting of its members, which has the right to consider and make decisions on any issue of the formation and activities of the cooperative.

A unitary enterprise is a commercial organization that is not endowed with the right of ownership to the property assigned to it by the owner, which is indivisible and cannot be distributed among deposits, including among the employees of the enterprise.

A unitary enterprise, which is federally owned and based on the right of operational management, is a federal government enterprise.

A state-owned enterprise, in relation to the property assigned to it, exercises, within the limits established by law, in accordance with the goals of its activities, the tasks of the owner and the purpose of the property, the rights of ownership, use and disposal of it.

The constituent document of a unitary enterprise is the charter, which must contain the following information:

• 1. The name of the unitary enterprise indicating the owner of its property;
• 2. Its location;
• 3. The procedure for managing the activities of a unitary enterprise;
• 4. The subject and goals of the enterprise’s activities;
• 5. The size of the authorized capital, the procedure and sources of its formation;
• 6. Other information related to the activities of the enterprise.

A financial-industrial group is understood as a set of legal entities acting as main and subsidiary companies or who have fully or partially combined their tangible and intangible assets on the basis of an agreement on the creation of a financial-industrial group for the purpose of technological or economic integration for the implementation of investment and other projects and programs, aimed at increasing competitiveness and expanding markets for goods and services, increasing production efficiency, and creating new jobs.

Participants in a financial-industrial group can be legal entities that have signed an agreement on its creation, and the central company of the financial-industrial group established by them, or the main and subsidiary companies forming the financial-industrial group. The financial and industrial group may include commercial and non-profit organizations, including foreign ones, with the exception of public and religious organizations.

The supreme governing body of a financial-industrial group is the board of governors of the financial-industrial group, which includes representatives of all its participants. The competence of the board of directors of a financial-industrial group is established by the agreement on the creation of the financial-industrial group.

An association of business organizations is an association of commercial organizations under an agreement with each other for the purpose of coordinating their business activities, as well as representing and protecting common property interests. Associations of commercial organizations are non-profit organizations, but if, by decision of the participants, the association is entrusted with conducting business activities, such an association is transformed into a business company or partnership in the manner prescribed by the Civil Code of the Russian Federation, or can create a business company for carrying out business activities or participate in such a company.

Public and other non-profit organizations and institutions can join associations on a voluntary basis. Members of the association retain their independence and rights as a legal entity, can use its services free of charge, and, at their discretion, leave the association at the end of the financial year.

The highest governing body of the association is the general meeting of its members. The executive management body can be a collegial or sole management body.

In a developed market economy, the emergence of intra-company entrepreneurship has recently been observed, the essence of which is the organization in the largest companies of small innovation enterprises for testing inventions and utility models.

As experience shows, intra-company entrepreneurship can develop if the creative workers of the company (individual divisions) are “provided” by the company’s management with the following conditions that allow them to fully demonstrate their innovative nature of activity:

• 1. Freedom to dispose of the financial, material and technical resources necessary to implement an entrepreneurial project;
• 2. Independent entry into the market with finished products of labor;
• 3. Possibility of conducting your own personnel policy and special motivation of employees necessary for the implementation of their own entrepreneurial project;
• 4. Disposal of part of the profit received from the implementation of a personal project;
• 5. Taking on part of the risk when implementing the project.

The fundamental principle is that the entrepreneur acts within the company as the owner of his own company, and not as an employee. Therefore, an internal entrepreneur must be focused on realizing his personal idea and achieving a specific end result. This approach liberates employees and department heads and allows them to demonstrate their entrepreneurial talent.

Thus, an entrepreneur can independently choose one or another organizational and legal form. A correctly chosen organizational and legal form can give an entrepreneur the tools to develop his business.

At any economic system not only functions great amount firms, as mentioned above, but there are various types of them. This is primarily due to diversityways to save (minimize) transaction costs.

The company as a production unit and an instrument of entrepreneurial activity always has one or another organizational and legal form. From a legal point of view, a company (enterprise) is understood as an independent economic entity with the rights of a legal entity, which combines under its management the factors of production - capital, land and labor - for the purpose of producing goods and services.

Legal form- this is a set of legal norms that determine the relations of enterprise participants with the entire world around them. IN world In practice, various organizational and legal forms of enterprises are used, which are determined by the national legislation of individual countries. Laws give these enterprises the status of a legal entity that has its own property and is liable for its obligations with this property, has an independent balance sheet, and acts in civil proceedings, in court, arbitration and arbitration courts on its own behalf.

According to current legislation, currently in Russia There are the following organizational and legal forms of enterprises:

Rice. 1. Organizational and legal forms of enterprises

Concepts like MP (small enterprise), JV (joint venture), cooperative, are now considered outdated. They reflected not the legal status of the enterprise, but some of its economic features. Thus, MP is a characteristic of an enterprise in terms of the number of employees. For example, according to Russian legislation, in the field of services and trade such is an enterprise with a workforce of 15 to 25 people, in the field of science - up to 100 people, in industry and construction - up to 200. Why was such a category as SE allocated? All over the world, including here, there are programs to support small businesses.

The concept of a joint venture is also purely economic, showing who created it. In our country, this form was used due to the fact that initially there was no complete clarity regarding the legal status of the joint venture. World experience suggests that about 90% of joint ventures are limited liability companies. Now in Russia and other CIS countries, joint ventures are also included mainly in this category. The law also allows the creation of joint ventures in the form of other companies.

Let us dwell on the characteristics of the main organizational and legal forms of entrepreneurial activity, the most common in the modern world economy. These include:

· sole proprietorship (private enterprise) company;

· partnership (partnership);

· corporation (joint stock company).

1. Private (sole) company is the oldest form of business organization. As the name suggests, such a firm is owned by an entrepreneur who buys the factors of production he needs on the market. In other words, a private enterprise belongs to one person, which owns all its assets and is personally liable for all its obligations (is the subject of unlimited liability).

The owner of a classic private enterprise company is central figure, with which the owners of all other factors of production (resources) enter into contracts. He usually owns the most important (interspecific) resource. Such a resource can be either physical or human capital(special intellectual, entrepreneurial and other abilities).

The purpose of a private enterprise is maximizing the owner's profit— income remaining after making all payments to factor owners. A private enterprise should be distinguished fromcapitalist firmowned by the owners of capital and aiming to maximize the return on invested capital. In addition, the functions of an entrepreneur in such a company are usually performed by a hired manager - manager.

Private enterprises have a number of important advantages, thanks to which they have become widespread in the business world, but at the same time they have significant disadvantages.

Among the obvious benefits should include:

1) simplicity of organization. Thanks to its simplicity commercial enterprise, based on sole ownership, is created without much difficulty;

2) freedom of action of the company owner. He does not need to coordinate his decisions with anyone (he is independent in the conduct of all his affairs);

3) strong economic motivation(receipt of all profits, or more precisely, the remaining income by one person - the owner of the company).

Flaws sole proprietorship:

1. limited financial and material resources . This is due not only to the lack of equity capital, but also to the difficulties of attracting credit resources. Lenders are very reluctant to provide loans to sole proprietors, believing that it is risky. Therefore, the main source of financing for private entrepreneurial activity is the owner’s savings and funds borrowed from relatives, close friends, etc. Over time, capital can be increased by investing the profit received in the business, however, even in this case, the growth of the company will be slow. Therefore, individual enterprises are usually small in size;

2. lack of a developed system of internal specialization production and management functions(especially in small and medium-sized enterprises);

3. certain tax problems. They arise due to the fact that additional payments made by a private enterprise, for example, for medical insurance and life insurance, are not considered by the tax authorities of some countries as its expenses and therefore are not subject to exclusion from profit when calculating the taxable base (corporations, on the contrary, enjoy tax benefits in relation to such payments). The sole owner must pay such expenses from the profit remaining at his disposal after taxes;

4. difficulties in transferring ownership rights. No property of a sole proprietorship, unlike property of corporations, can be transferred to family members during the owner's lifetime. This limits the maneuverability of the sole form of business organization and creates additional problems in the accumulation of capital;

5. unlimited owner liability for all obligations assumed by his enterprise. If claims are brought against the company, including in court, its owner bears full personal liability before the court. This means that for
satisfaction of claims may be confiscated not only company property, but also personal property. A similar outcome occurs
and in case of bankruptcy for other reasons. All this puts the sole owner in a risky position.

For these reasons, individual enterprises are short-lived; most of them are newly established firms, as well as such specific establishments as shops and farms, which remain effective due to the small scale of production. According to some data, on average, out of 10 established companies, 7 cease to operate within 5 years.

Unlimited liability - main drawback sole ownership.Therefore, the owners of private firms back in the 17th - 18th centuries. “they used a trick” - they introduced the so-called limited liability (Ltd - limited). The company becomes an organization that includes a certain number of people. What does limited liability mean? This means that if a company owes money to someone and cannot pay its debts, then in this case you can only sue the company, but not its participants. What will you have to pay in this case? Only what the company owns. Specific forms of such enterprises (limited liability partnerships) are discussed below.

2. Partnership (partnership) . This firm is similar to a sole proprietorship in every respect except that there is more than one owner. IN general partnership all partners have unlimited liability. They are jointly liable for the obligations of the partnership. Persons who have joined an already existing partnership are liable along with the old members for all debts, including those that arose before their entry into this partnership.

In most cases, general partnerships are formed by legal entities ( large enterprises). An agreement on their joint activities in any area can already be considered as the formation of such a partnership. In such cases, neither a charter nor even registration of a partnership is required.

Overcoming in in a certain sense The financial and material limitations of sole proprietorship and partnerships create some new inconveniences and difficulties. First of all, this applies to the selection of partners. Since one of the partners may bind the partnership to certain obligations, partners should be selected carefully. In most cases, there is a formal agreement, or partnership agreement; it determines the powers of each partner, the distribution of profits, total amount capital invested by partners, the procedure for attracting new partners and the procedure for re-registration of the partnership in the event of the death of one of the partners or his withdrawal from the partnership. Legally, a partnership ceases to exist if one of the partners dies or leaves the partnership. In such cases, it is quite difficult to resolve all issues and restore partnership.

For the reasons mentioned, many believe Partnership is an unattractive form of business organization.

The decision-making process in partnerships is also difficult, since the most important decisions must be made by a majority vote. To simplify the decision-making process, partnerships establish a certain hierarchy, dividing partners into two or more categories based on the importance of the decision that each partner can make. It also defines the cases in which he must delegate decision-making power to the firm.

A modified form of a general partnership is a mixed (limited) partnership. Its main feature is that, along with one or more participants who are liable to the creditors of the partnership with all their property, there is one or more participants whose liability is limited to their contribution to the capital of the company. Those participants who are responsible for the risk of all their property are internal members of the society and are called full partners, or complementaries. The rest, who risk only within the limits of their contribution, are external participants (investors) and are called limited partners.

As a rule, the affairs of a limited partnership are managed by the partners. They lead and represent society. Investing partners do not participate in commercial transactions. They are, strictly speaking, investors in the partnership. In terms of internal relationships, the management functions of the company are usually carried out with the consent of the limited partners.

Many people are well known from history, scientific and fiction the names “Johnson, Johnson and Co.,” “Ivanov, Sons and Co.,” etc. These are limited partnerships. IN modern conditions The limited partnership form is often used to finance real estate businesses.

Limited partnerships may, in some cases, issue shares based on the contributions of outside participants. Such participants are called joint-stock limited partners, and the company is called a joint-stock limited partner.

For tax reasons, a limited liability company may be accepted as the sole partner of a limited partnership. Such education is called limited liability limited partnership. Its advantage is that from a tax point of view it is a partnership, and from a tax point of view civil law makes it possible to transfer unlimited liability to a limited liability company, which becomes the sole bearer of unlimited liability and, as a rule, has only a small capital.

In our country, the form of mixed limited partnership has not yet become widespread, but it may be useful in some cases.For example,If a private person (persons) who has an idea and a reputable enterprise that has decided to take this idea into service does not have the money to implement it, a mixed partnership is created: the private person enters into it with limited liability, the enterprise with full liability. In this case, the company acts as a guarantor for a bank loan, which is managed by a private individual under the control of the company.

A limited partnership (limited liability company) is an association that is formed on the basis of predetermined contributions of shareholders. Its members (individuals and legal entities) are not responsible for fulfilling the obligations of the company, but risk only within the limits of their contributions. This is the meaning of the concept "limited liability". In the names of foreign companies, and now some of ours, you can often see the word “limited” (abbreviated as Ltd), which means “limited liability”.

In limited liability companies, in most cases there are close relationships between partners. For this reason, they are very suitable for organizing family businesses. If all the property of a society is concentrated in one hand, then it becomes a “society of one person.”

To establish a limited liability company, it is necessary to conclude memorandum of association, which defines the name of the company, location and direction of activity of the enterprise, and also indicates the size of the authorized capital and the share participation of members of the company in it.

Minimum authorized capital varies in different countries: in Austria it is 500 thousand shillings, in Germany 50 thousand marks, in Hungary - 1 million forints,in Russia - 10 thousand rubles , in Ukraine - 869 hryvnia. In addition to cash, it is also possible to establish a company with contributions in the form of material assets (cars, land, licenses).

The rights of members of society are exercised on meetings of society members which are held at least once or twice a year. The meeting has the right to make the most important decisions, in particular to approve the annual balance sheet, determine the distribution of profits, draw up cost estimates, elect and re-elect the director of the company, and give him instructions on a wide variety of issues. Control over the activities of the company is carried out by audit committee (in Western countries - the supervisory board), whose members are appointed by the general meeting.

3. Corporation (according to Russian legislation - a joint-stock company) is an impersonal enterprise with the right of a legal entity, created in accordance with the permitting procedure and possessing authorized capital, divided into a certain number of equal shares - shares.

Main distinguishing feature This form of business organization is that a joint stock company operates independently of its owners. The liability of company members, called shareholders, is limited to the nominal value of the shares they purchase.

Limited Liability - Important advantage over a sole proprietorship or partnership. A joint stock company can raise funds on its own behalf without imposing unlimited liability on its members. Consequently, in the event of claims against a joint stock company, the law prohibits the confiscation of the personal property of its owners.

Shareholders are entitled to a share of the corporation's profits. The part of the profit paid to the owner of the shares is called dividend. The part that is not paid as dividends is called retained earnings.

Dividends are traditionally calculated as a percentage of the par value of the share, and last years in some countries - in absolute amounts per share (which is more reasonable). Dividends in the form of shares (“bonus” issues) do not provide for cash payments. From the point of view of attracting new share capital, dividend income is the main component of the cost of such capital.

Another important advantage of the corporation is the right of shareholders to transfer their shares to others(if these are not registered shares). In addition, the corporation continues to operate in the event of the death of individual shareholders, and when any of the shareholders wishes to sell their interest in shares.

There are two types of joint stock companies − open and closed.

Stockopen societies are distributed freely under the conditions established by laws and other legal acts. Joint stock companies open type are created in order to raise large capital. Shares of such a company may be listed on the stock exchange. This implies complete openness of society and careful control over its activities. An open joint stock company is obliged to annually publish for public information an annual report, balance sheet, and profit and loss account.

A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized closed. According to Russian legislation, such a company does not have the right to conduct an open subscription for the shares it issues. The number of participants in a closed joint stock company must not exceed the number established by the law on joint stock companies; otherwise, it is subject to transformation into an open joint-stock company within a year, and upon expiration of this period - liquidation through judicial procedure, if the number of shareholders is not reduced to the limit established by law.

For these reasons, a closed joint stock company is the most suitable legal form for enterprises such as medium-sized industrial and commercial organizations that do not require large funds to operate; risky (venture) firms. The latter are created to develop a new commercial idea by a group of people who are ready to finance the enterprise until it becomes clear that it is necessary to attract additional capital through the securities market and become an open joint-stock company. In economic practice, closed joint stock companies are much more numerous than open companies, although the average capital size is noticeably larger for the latter.

Currently, joint stock companies are the most common form of entrepreneurship, forming a kind of “armature” of the world economy. This is partly due to the fact that their activities are well established in practice.

The first predecessors of joint stock companies appeared back in the 15th-16th centuries, when they were createdbanks of St. George in Genoa and St. Ambrose in Milan. In the 17th century major trading companies: Dutch East India Company (1600), French "Company des Endes Occidentals" (1628). The appearance of the concept of “share”, so well known today, first found in the charter of the Dutch East India Company, whose participants were called shareholders.

The joint stock form received its greatest development with the transition to capitalism.IN pre-revolutionary Russia it was also well known: the number of joint stock companies in 1916 numbered in the thousands.

An important reason for the wide spread of joint stock companies is the ability to concentrate gigantic capital within them, which makes it possible to solve the most complex economic problems. A significant advantage of joint stock companies compared to other types of partnerships is also the presence of a market where one can freely buy or sell securities. All this predetermined the wide spread of joint stock companies in industry, trade, banking and insurance, and in other areas of the economy. The only exception is Agriculture, where joint stock companies, due to the specifics of the industry, have not received widespread development. In the United States alone there are now over 3 million corporations that produce the majority of the country's gross national product.

One of the disadvantages of a joint stock company can be considered a tax payment procedure that provides for double taxation: taxes on profits, which reduce the amount of income due to shareholders, and taxes on dividends received by shareholders.

Less important disadvantages include time spent on registering a joint stock company And bureaucratic procedures that must be passed through in the process of creating a society.

By its economic nature, method of organization and activity, a joint-stock company is a form of collective entrepreneurship. However, the division of the authorized capital into a certain number of equal shares (shares), which can be acquired by different persons, gives the joint-stock form the character of private corporate entrepreneurship.

Cooperative is a society whose activities are aimed, in principle, not at generating income, but at providing assistance and assistance to members of society.

The founders of modern cooperatives are considered to be 28 workers from the city of Rochdale. (England). In 1844, saving a few pence a week, they collected initial capital at 28 pounds, with which they rented a store and began a small trade in flour, oatmeal, sugar, butter and candles. The profits from this enterprise were divided among the members in proportion to the number of their purchases.

Such societies are called consumer cooperative societies. Along with them there are production cooperative societies created by producers. In Russia, cooperatives have become widespread primarily in production activities, in the service sector and trade intermediary area. The cooperative form of entrepreneurship is characterized by the establishment close connection between the members of the cooperative and the cooperative itself. The cooperative is a legal entity, and therefore a subject of law.

In modern business practice, turnover cooperatives occupy a relatively small share, although they are common in many countries. This is explained by a number of circumstances, and primarily by the fact that at cooperative enterprises there is a tendency towards "decapitalization" of income, which reduces production efficiency, hinders innovation process, complicates structural transformations.

On the other hand, this form has clear advantages, among which one of the important ones is high motivation conditioned by the unity of property and labor. But it only works if, instead of impersonal “collective property,” which essentially means the property of a collective, there is the property of the members of this collective. In the USA, for example, the term “employee-owned” is used to characterize such enterprises. It is much more accurate, since employee property is a type of private property, which differs from classical private property in that the owner necessarily simultaneously works at the enterprise of which he is a co-owner and exists specific mechanism ensuring his participation in the management of the enterprise.

It should be noted that in the United States, employee ownership is transformed into private rather than public ownership. Moreover, this process is strongly encouraged, since, according to available data, labor productivity in employee-owned enterprises is on average 10% higher than in other types of enterprises. In recent years, the US Congress has adopted more than 20 federal laws, in one form or another, primarily through tax benefits stimulating the development of employee ownership. Now in the country there are more than 11 thousand enterprises that are fully or partially owned by workers. They employ about 12 million people. Several centers have emerged that deal with the problems of employee ownership, both theoretically and purely applied.

The emergence and development of this kind of collective-private entrepreneurship is based on scientific and technological revolution. It caused the development of knowledge-intensive industries and increased the role and share of intellectual workers. They cannot set the rhythm of their work using a conveyor, and even the most ordinary control over their work is ineffective. Such employees work with dedication only when they have the appropriate motivation. The position of owner is best conducive to the emergence of such motivation. As a result, first dozens, and then hundreds and thousands of companies began to appear, sometimes employing only a few people. But this fragmentation is compensated by the fact that an increasing number of people are participating in social production not just as a quality employees, but as owners who have completely different incentives to work.

In large industries, which for technological reasons cannot be divided into small private enterprises, a similar problem is solved by transforming traditional private property into employee ownership. Moreover, the supporters of such a transformation are often the entrepreneurs themselves, who understand that by ceding part of the property they own to their employees, they increase the efficiency of their work and more than compensate for that part of the profit that they will have to give in the form of dividends to the emerging co-owners.

In Russia and other CIS countries, enterprises based on employee ownership are just being created. The attitude towards them in society is ambiguous. Among scientists, for example, there are many critics "people's enterprises", often appealing to the Yugoslav experience of “workers’ self-government,” which, as we know, did not stand the test of time. However, this misses the point: in the Yugoslav experiment, worker property was not created or used. Impersonal collective property reigned there, which actually did not belong to either the workers or the state.

The attitude of labor collectives in our country towards “people's enterprises” is very friendly, which means that in the course of further privatization they will become widespread. But to prevent such enterprises from becoming a type of Soviet collective farms, a comprehensive study of Western experience in their organization is necessary. Moreover, today this experience is not limited to the American one. At one time, the EU Council adopted recommendations for the implementation of programs for the transition to “employee ownership” (ESOP program) in all Western European countries. As a method of privatization, the ESOP program has also begun to be widely used in Poland, Hungary, the Czech Republic, and Slovakia.

However, it would be a mistake to extend worker-owned enterprises throughout the economy. Western countries achieved success in socio-economic, scientific and technological development because they created conditions for the development of various forms of ownership and entrepreneurship. In the same USA, out of 19 million of various types of enterprises, 70% are sole proprietorship enterprises, 10% are partnerships (owned by two or more persons), 20% are corporations or joint stock companies.

State enterprise . In many countries of the modern world, the active entrepreneur is the state, which owns from 5-10 to 35-40% of the fixed capital. In former socialist countries, the state owned the overwhelming majority production assets, which made it essentially the only economic entity in the economy.

In the mid-1980s, the share of public sector enterprises in added value creation was: in Czechoslovakia - 97%, in the GDR - 97,in the USSR - 96, in Yugoslavia - 87, in Hungary - 86, in Poland - 82, in France - 17, in Italy - 14, in Germany - 11, in England - 11, in Denmark - 6, in the USA - 1%.

From the above data it is clear that in the so-called socialist countries the “state economy” dominated, while in the Western world the state was given a relatively limited field of activity. However, by the standards of a market economy, the scale of activity turned out to be too large, which prompted Western governments to take the path of privatization. This privatization is not as grandiose as in Eastern European countries and the CIS, but it is important trend towards expansion of the non-state economy.

At the same time, even in these conditions, many state enterprises play a significant role in the national economy, and sometimes are leaders among industrial firms.

For example, in Italylist of the largest industrial enterprises lead state organizations - Iran(operates in ferrous metallurgy, shipbuilding and mechanical engineering, aviation, automotive, electronic, electrical and other industries, maritime and air transport, telephone and telegraph communications, radio and television broadcasting), ENI(oil and gas production, trade in petroleum products);in France - "Elf-Akiten"(oil production and refining, petroleum products production, chemical industry, healthcare, perfumes and cosmetics), Renault(produces cars and trucks, sports cars) ; in Finland - "Neste" (oil refining and retail petroleum products).

Thus, the existence of a more or less large public sector in a market economy requires clarification and clarification of some problems of its economic content, emergence and organizational design.

Signs of a state enterprise. A state-owned enterprise is a production unit characterized by two main features.

First lies in the fact that the property of such an enterprise and its management are fully or partially in the hands of the state and its bodies (associations, ministries, departments); they either own the capital of the enterprise and have undivided powers to manage it and make decisions, or they unite with private entrepreneurs, but influence and control them.

Second concerns the motives for the functioning of a state enterprise. In its activities, it is guided not only by the search for the greatest profit, but also by the desire to satisfy social needs, which can reduce economic efficiency or even lead in some cases to losses, which, however, are justified.

It should be distinguished from state-owned enterprises

Topic 1. Entrepreneurial activity and economic entities

Exercise 1.

Task 2. Give a brief description of the organizational and legal forms according to the criteria given in the table.

Characteristics of organizational and legal forms

Task 3. Five investors (A, B, C, D, E) are going to found a company. Their contributions to the authorized capital will be: 200 thousand rubles. (A), 350 thousand rubles. (B), 400 thousand rubles. (C), as well as 30,000 rubles. (for D and E). For a company being founded, investors choose between a limited liability company and a public joint stock company. The three main investors (A, B and C) have certain requirements for the chosen legal form, which are shown in the table. For investors D and E, the choice of legal form is essentially indifferent. What form of enterprise should be chosen if the decision is made by a majority vote determined by the contribution of each investor to the capital of the company? (Answer - LLC)

Task 4. Establish the correct correspondence between concepts and definitions:

Task 5. Closed joint-stock company "Leader" was created by five founders, of which two are legal entities, three are individuals.

The following property was included in the authorized capital:

Calculate:

• size of the authorized capital; (20 million rubles)
• share of each founder in the authorized capital of the CJSC (1-25%, 2-10%, 3-40%, 4-10%, 5-15%)
• share of preferred shares, if their owners in this organization are only individuals ( if the distribution of shares was carried out in accordance with shares in the authorized capital, then the Answer is 25%)
• number of shares owned by each shareholder;( 1 - 5 million shares, 2 - 2 million shares, 3 - 8 million shares, 4 - 2 million shares, 5 - 3 million shares)
• total number and face value shares ( Total – 20 million shares, par value – 1 ruble)

Which of the founders is actually the owner of the controlling stake? ( Third shareholder. Since he has 40% of common shares.)

Determine the amount of dividends for one ordinary and one preferred share if the dividend income is equal to 30% of net profit, and the dividend rate on preferred shares is 15%. (Dividend income = 1.08 million rubles, For preferred shares - 0.75 million. rubles (15% of the nominal value), then dividends for an ordinary share - (0.33/15) = 2.2 kopecks, for a preferred share = 15 kopecks)

Based on the results of the first year of activity, the following changes occurred in the property of Leader CJSC: securities were sold at a price of 1.2 million rubles, and the cost production premises as a result of revaluation increased to 6 million rubles. The annual net profit of the company amounted to 3.6 million rubles. General meeting shareholders decided to use the increase in property value and 50% of net profit to increase the authorized capital without changing the number of shares. Calculate the new amount of authorized capital and par value of the share. ( Authorized capital- 22.8 million rubles, share par value – 1.14 rubles)

Characteristics of organizational and legal forms of organizations

The choice of the organizational and legal form of the organization is made taking into account :

Legal capacity

Composition of founders and participants

Establishment procedure

Capital and deposits

Relations between property and property of the founders

Responsibility

Enterprise management bodies

Distribution of profit or loss

Liquidation, etc.

Organizational form organizations reflects the procedure for the initial creation of the organization’s property and the subsequent change in its role in the process of using the profits received. This procedure includes a list of the organization’s founders, forms of combining their capital, methods of profit distribution, etc.

Legal form of organization reflects the rights and responsibilities of the owners of the organization during: operation, liquidation, reorganization.

Let's consider the organizational and legal forms of organizations:

General partnership- participants are individuals and legal entities engaged in business activities on behalf of the partnership, who jointly and severally bear subsidiary liability with all their property for the obligations of the partnership.

Limited partnership- has 2 groups of participants (both legal entities and individuals) - general partners and investors (limited partners), who bear the risk of losses of the partnership, within the limits of the amounts of contributions made by them and do not take part in the implementation of business activities.

Limited Liability Company (LLC)- is established by 2 or more persons and its authorized capital is divided into shares, the size of which is determined by the constituent documents of the company, and the participants are not liable for the obligations of the company and bear the risk of losses associated with the activities of the company within the value of the contributions made by them.

Additional liability company (ALC)- participants of an ALC jointly and severally bear subsidiary liability for the obligations of the company with their property within the limits determined by the constituent documents of the company.

Open joint-stock company (PJSC (until 2015 OJSC))- the authorized capital is divided into a certain number of shares, participants (shareholders) are not liable for the obligations of the company and bear the risk of losses from the company’s activities within the value of the share. Participants have the right to alienate their shares without the consent of other shareholders to an unlimited number of persons. The Company has the right to conduct an open subscription for the shares it issues and their free sale.

Closed Joint Stock Company (CJSC)- participants have the right to alienate their shares with the consent of other shareholders to a limited number of persons. The company does not have the right to conduct an open subscription for shares issued by it.

Unitary enterprise (UE)- a commercial organization that is not vested with the right of ownership to the property assigned to it by the owner, which is indivisible and should not be distributed among deposits, incl. between employees of the enterprise.

Production cooperative (PC)- a commercial organization, the participants of which are obliged to make a property share contribution, take personal part in its activities and bear subsidiary liability for obligations in equal shares, but not less than the annual income of the cooperative.

State enterprises are formed on the initiative government agencies on the basis of state property, which acts in the form of republican property and property of administrative-territorial units (municipal, communal property)

Characteristics of organizational and legal forms of organizations - concept and types. Classification and features of the category "Characteristics of organizational and legal forms of organizations" 2017, 2018.

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