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Characteristics of organizational and legal forms of economic activity. Organizational and legal forms of enterprises

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Introduction

1. Theoretical aspects of the study of organizational and legal forms of enterprises

1.1 The essence of the organizational and legal forms of enterprises

1.2 Classification of organizational and legal forms of enterprises

1.3 Features of the organization of finance of various organizational and legal forms of enterprises

2. Analysis of the main organizational and legal forms of enterprises

2.1 Organizational and legal forms are not commercial organizations and their features

2.2 Commercial organizations: features of various organizational and legal forms

2.3 Unitary enterprises: concept, types, procedure for creation and features of the organization of finance

3. The main directions for improving the main organizational and legal forms of enterprises

Conclusion

List of used literature

Introduction

In Russia, the majority of enterprises operate under severe financial constraints. In such conditions, the main task to be solved at the state level is to find the most efficient use of available limited resources, organizational and legal forms of enterprises. This problem is most acute during the period of reforms affecting the social and economic aspects of the social structure. The currently prevailing organizational and legal forms of enterprises turn out to be ineffective in a number of parameters, and the forms of commercial organizations provided for by law cannot be fully used.

The Civil Code allows the existence of the following organizational and legal forms of enterprises: business partnerships, business companies, production cooperatives, state and municipal unitary enterprises, non-profit organizations. It is important to distinguish between common specific traits enterprises of various organizational and legal forms that determine the choice of one form or another. Practice shows that if enterprises do not take into account certain features characteristic of the form they have chosen, then this leads to conflicts between owners, managers and employees.

Currently in Russia there are various organizational and legal forms of enterprises, as well as private entrepreneurship and a patent for certain kind activities.

The choice of a specific organizational and legal form of the enterprise depends on many different factors. The set and effect of these factors are not the same for different types business.

The object of the course work is the organizational and legal forms of enterprises.

The subject of the study is the advantages and disadvantages of the organizational and legal forms of Russian enterprises.

The purpose of this course work is a comprehensive study of the organizational and legal forms of enterprises in Russia with the identification of their advantages and disadvantages.

To achieve this goal, the following tasks are defined:

To reveal the essence of organizational and legal forms of enterprises;

Consider the classification of organizational and legal forms of enterprises;

To study the features of the organization of finance of various organizational and legal forms of enterprises;

Conduct an analysis of the main organizational and legal forms of enterprises;

Suggest the main directions for improving the basic organizational and legal forms of enterprises.

The following methods were used in the research process: general scientific methods (synthesis, analysis, induction, deduction, generalization, comparison, historical and logical method, etc.), special legal methods (comparative law method), analytical and legal.

The theoretical and methodological basis of the study are legislative and regulatory acts, scientific works of domestic and foreign scientists and experts on the issues considered in the study.

1 . Theoretical aspects of the study

1.1 The essence of organizational and legal forms of enterprises

An enterprise is an independent economic entity created (established) in accordance with the current legislation for the production of products, performance of work or provision of services in order to meet public needs and make a profit.

After state registration the enterprise is recognized as a legal entity and can participate in economic turnover. It has the following features:

The enterprise must have separate property in its ownership, economic management or operational management;

The enterprise is liable with its property for the obligations that arise in its relations with creditors, including to the budget;

The enterprise acts in the economic circulation on its own behalf and has the right to conclude all types of civil law contracts with legal entities and individuals;

The enterprise has the right to be a plaintiff and a defendant in court;

The enterprise must have an independent balance sheet and timely submit reports established by state bodies;

The enterprise must have its own name, containing an indication of its organizational and legal form. Enterprises can be classified in many ways:

According to the purpose of the finished product, enterprises are divided into producing means of production and producing consumer goods;

On the basis of technological commonality, an enterprise is distinguished with continuous and discrete production processes;

On the basis of size, enterprises are divided into large, medium and small;

According to the specialization and scale of production of the same type of products, enterprises are divided into specialized, diversified and combined.

According to the types of production process, enterprises are divided into enterprises with a single type of production, serial, mass, experimental.

According to the signs of activity, industrial enterprises, trade, transport and others are distinguished.

According to the forms of ownership, private enterprises, collective, state, municipal and joint enterprises (enterprises with foreign investments) are distinguished.

The organizational and legal form of an economic entity is the form of an economic entity recognized by the legislation of a particular country (that is, legal entities, individual entrepreneurs or organizations operating without forming a legal entity), fixing the method of fixing and using property by an economic entity and its consequences arising from this. legal status and purpose of the activity.

Organizational-legal form -- a way of securing and using property by an economic entity and its legal status and business objectives arising from this.

Business entities in the OKOPF include any legal entities, as well as organizations operating without forming a legal entity, and individual entrepreneurs.

V all-Russian classifier legal forms (OKOPF) (OK 028-99 (as amended by amendment No. 1/99)) each legal form corresponds to a two-digit digital code, the name of the legal form, the collection algorithm.

1.2 Classification organizational and legal forms of enterprises

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

Business partnerships and companies:

General partnership;

Limited partnership (limited partnership);

Limited Liability Company,

Company with additional liability;

Joint stock company (open and closed).

Full partnership. Its participants, in accordance with the agreement concluded between them, are engaged in entrepreneurial activities and are liable for its obligations with their property, i.e. unlimited liability applies to the participants of a general partnership. A participant in a full partnership that is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. A participant who left the partnership is liable for the obligations of the partnership that arose before the moment of his retirement, on an equal basis with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

Faith partnership. It is a partnership in which, along with the participants engaged in entrepreneurial activities on behalf of the partnership and liable for the circumstances of the partnership with their property, there are participants-contributors (limited partners) who bear the risk of losses within the limits of their contributions and do not take part in the implementation of entrepreneurial activities by the partnership. activities.

Limited Liability Company. This is a company founded by one or more persons, the authorized capital of which is divided into shares of certain founding documents sizes. Members of a limited liability company bear the risk of losses associated with the activities of the company within the value of their contributions.

Society with additional liability. A feature of such a company is that its participants bear subsidiary liability for the obligations of the company in the same multiple for all of the value of their contributions. All other norms of the Civil Code of the Russian Federation on a limited liability company may be applied to an additional liability company.

Joint-stock company. It is recognized as a company whose authorized capital is divided into a certain number of shares. Members of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. A joint stock company whose members can freely sell their shares without the consent of other shareholders is recognized as an open joint stock company. Such a company has the right to conduct an open subscription for the shares they issue and their free sale on the terms established by law. A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons is recognized as a closed joint stock company. Such a company is not entitled to conduct an open subscription for shares issued by it.

Features of the functioning of joint-stock companies is as follows:

They use effective method mobilization of financial resources;

Dispersion of risk, tk. each shareholder risks losing only the money that he spent on the acquisition of shares;

Participation of shareholders in the management of the company;

The right of shareholders to receive income (dividend);

Additional incentives for staff.

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 its members (participants) of property shares. 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.

State and municipal unitary enterprises. A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to the owner. The property of a unitary enterprise is indivisible and cannot be distributed by contribution (shares, shares). Including between employees of the enterprise. In the form of unitary enterprises, only state and municipal enterprises.

Unitary enterprises are divided into two categories:

Unitary enterprises based on the right of economic management;

Unitary enterprises based on the right of operational management.

The right of economic management is the right of an enterprise to own, use and dispose of the property of the owner within the limits established by law or other legal acts.

The right of operational management is the right of an enterprise to own, use and dispose of the property of the owner assigned to it 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 right of economic management is wider than the right of operational management, i.e. an enterprise operating on the basis of the right of economic management has greater independence in management. Enterprises can create various associations.

1.3 Features of the organization of finance of variousorganizational and legal forms of enterprises

The organizational and legal forms of enterprises, enshrined in its constituent documents, must fully comply with the requirements of legislative acts. Consider the features of the organization of finance at enterprises of various organizational and legal forms of enterprises.

Business partnerships. These include general partnerships and limited partnerships or limited partnerships.

Business companies include joint-stock companies and companies with limited or additional liability, the formation of the authorized capital of these commercial organizations is carried out at the expense of contributions from participants or founders, each of which has a certain share.

A general partnership operates on the basis of an agreement between individual entrepreneurs and / or commercial organizations. A feature of the agreement is the recognition of joint and several subsidiary liability for obligations by all property belonging to the participants of the partnership, regardless of the contribution to the authorized capital.

A limited partnership or limited partnership is also created on the basis of an agreement between individual entrepreneurs and / or commercial organizations. It may include one or more participants engaged in entrepreneurial activities on behalf of the partnership and responsible for obligations with all their property, who are general partners, as well as participants who are liable within the limits of the amounts they have contributed, who are limited partners or investors.

Limited liability companies are associations of legal entities and individuals for joint business activities. The property of an LLC consists of contributions from members, income received and other legitimate sources. If the participants of the company are legal entities, they retain the rights of a legal entity and full independence.

An additional liability company - its participants, in case of insufficiency of the company's property, are liable for obligations to its creditors with their property in the same multiple for all participants of the amount of contributions to the authorized capital, that is, they bear subsidiary liability for its obligations with their property.

Joint stock companies of open and closed types. The most complex organizational and legal form of commercial organizations. As a rule, JSC unites a wide range of legal entities and individuals. The JSC's property is formed through the sale of shares in the form of an open or closed subscription, income received and other sources.

Closed joint-stock company relatively less in terms of the composition of participants, the size of the authorized capital, has restrictions on the organization of the issuing process. Subscription for shares - only closed, which means a certain, limited circle of shareholders.

production cooperatives. This is a voluntary association of citizens on the basis of membership for the joint conduct of entrepreneurial activities by combining property shares, as well as with the personal labor participation of members of the cooperative. The property of a production cooperative is formed at the expense of share contributions of its members, income received and other sources.

Unitary enterprise A distinctive feature of a unitary enterprise is the absence of ownership of the property assigned to it.

Non-profit organizations are consumer cooperatives, public and religious organizations and associations, various foundations, institutions, as well as associations of legal entities. Non-profit organizations have significant differences, but they are united according to the principle of the main purpose of the activity, which is not related to making a profit.

2 . Analysis of organizational and legal forms of enterprises

2.1 Organizational and legal forms of non-profit organizations and their features

Non-commercial organizations can be created in any form provided for by law. The current legislation provides for the creation of the following types of non-profit organizations:

1) Consumer cooperative

A consumer cooperative is a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by combining property shares by its members. Citizens who have reached the age of 16 and legal entities can be shareholders of a consumer cooperative.

State registration of consumer cooperatives is carried out in accordance with the Regulations on the procedure for state registration of business entities.

In a consumer cooperative there are no restrictions on the circle of participants, unless they are directly established by a special law or the charter of a particular cooperative. Accordingly, the possibility of simultaneous participation of one and the same citizen in several cooperatives, even in homogeneous ones, is not excluded.

Features of the legal status of consumer cooperatives are determined by special laws on certain types of such cooperatives - on consumer, housing and housing construction, gardening and other cooperation.

Consumer cooperatives have a number of distinctive features compared to other non-profit organizations. Thus, a distinctive feature of this organizational and legal form of a non-profit organization is that a consumer cooperative is created and operates to meet the material and other needs of its members. The law and charter of a consumer cooperative may provide for certain types of entrepreneurial activity. The income received from this activity can be distributed among the members of the cooperative or go to other needs determined by its general meeting. The activities of other non-profit organizations are usually aimed at achieving public benefits.

The only constituent document of a consumer cooperative is its charter, which is approved by the supreme body - the general meeting of members of the cooperative. The charter of a consumer cooperative, depending on the specifics of the organization's activities, must meet the requirements imposed by law on the constituent documents of this type of legal entity. The name of a consumer cooperative must contain an indication of the main purpose of the cooperative, as well as the word "cooperative" or the words "consumer society" or "consumer union".

However, it is not allowed to use the words "consumer society" and "union of consumer societies" in the names of consumer cooperatives operating on the basis of the Law "On Agricultural Cooperation", as well as other specialized consumer cooperatives that are not covered by the Law "On Consumer Cooperation".

Among the features of the property and legal status of consumer cooperatives is the rule on the need to have a fully paid share fund, the specific amount of which should be determined by special laws for each type of cooperatives separately. At the same time, in the absence of entrepreneurial activity and corresponding income, a consumer cooperative can cover its losses only at the expense of additional contributions from participants. Therefore, the obligation to make such contributions is a specially provided statutory obligation of a member of such a cooperative. At the same time, it is a guarantee of the property interests of the creditors of the consumer cooperative. The absence of such guarantees gives creditors a reason to raise the issue of liquidating the cooperative.

The composition, size and procedure for making share contributions by members of the cooperative are determined by the charter of the organization.

As a rule, the participation of members in the activities of a consumer cooperative is limited to this, because. the law does not require their personal labor contribution to the common cause (the only exception is agricultural cooperatives - the personal participation of members in their economic activities is mandatory).

The property of a consumer cooperative belongs to it by the right of ownership, and the shareholders retain only rights of obligation to this property.

A consumer cooperative is liable for its obligations with its property; it is not liable for the obligations of shareholders.

Members of a consumer cooperative jointly and severally bear subsidiary liability (i.e., liability arises only if the property of the cooperative itself is not enough to satisfy creditors' claims) for its obligations within the limits of the part of the additional contribution made by each of the members of the cooperative. Income received by a consumer cooperative from entrepreneurial activities carried out by the cooperative in accordance with the law and the charter is distributed among its members. When distributing the income of a consumer cooperative among its shareholders, the amount of cooperative payments should not exceed 20% of the company's income.

Since the consumer cooperative is a non-profit organization, in general, its activities are financed not from the profits received (although this source is not excluded if making a profit is an additional goal of the cooperative), but mainly from the entrance, current and additional shares of members of the cooperative . The losses of the cooperative are covered by additional contributions. The fact of the existence of losses and their amount are established upon approval of the annual balance sheet. As a rule, the general meeting of members, approving the balance, decides on the amount of additional contributions to be made by each of the members, on the procedure and terms for their payment. In this case, the term for payment of additional contributions should not exceed three months. The procedure for covering the losses of a consumer society by its shareholders is mandatory determined in the company's charter. If it is impossible to cover the losses through additional contributions, the cooperative may be liquidated on the basis of a court decision.

Paragraph 1 of Art. 65 of the Civil Code of the Russian Federation now provides for the possibility of bankruptcy of a consumer cooperative.

2. Public and religious organizations

Public and religious organizations as voluntary associations of citizens to meet spiritual and other non-material needs are also legal entities - non-profit organizations. Only in this capacity - as participants in property, civil legal relations - do they acquire a legal status regulated by the norms of civil law. The Civil Code of the Russian Federation does not regulate other features of their status, including the internal organization and management structure.

As a general rule, public and religious organizations are associations of citizens only.

Public and religious organizations, being non-profit organizations, have the right to carry out entrepreneurial activities only to achieve the goals for which they were created, and corresponding to these goals. Members of these organizations do not retain any rights to the property transferred to the ownership of these organizations, which distinguishes these organizations from both commercial and other non-profit organizations. Participants are not liable for the obligations of public and religious organizations in which they participate as their members, and these organizations are not liable for the obligations of their members.

Entrepreneurial activities of these organizations can be carried out only within the limits of their statutory legal capacity and in the forms provided for by law. So, for example, a public organization has the right to create its own enterprises, the activities of which also cannot go beyond the statutory legal capacity of the organization itself.

Income from the activities of non-profit organizations created by public and religious organizations cannot be distributed among members of such non-profit organizations, but is directed to the needs of these legal entities.

A religious association in the Russian Federation is a voluntary association of citizens of the Russian Federation, other persons, permanently and on legal grounds living on the territory of the Russian Federation, formed for the purpose of joint confession and dissemination of faith and having the following characteristics corresponding to this purpose:

Religion;

Performing divine services, other religious rites and ceremonies;

Teaching religion and religious education of their followers.

Religious associations may be created in the form of religious groups and religious organizations. At the same time, the creation of religious associations in the bodies of state power, other government agencies, public institutions and local governments, military units, state and municipal organizations. The law prohibits the creation and activities of religious associations whose goals and actions are contrary to the law.

According to the Law, a religious group is recognized as a voluntary association of citizens formed for the purpose of joint confession and dissemination of faith, carrying out activities without state registration and acquiring the legal capacity of a legal entity. Premises and property necessary for the activity of a religious group shall be provided for the use of the group by its members.

Citizens who have formed a religious group with the intention to further transform it into a religious organization shall notify the local self-government bodies of its creation and commencement of activities.

Religious groups have the right to perform divine services, other religious rites and ceremonies, as well as to carry out religious education and religious education of their followers. Religious organizations have the right, in accordance with their charters and with the legislation of the Russian Federation, to create educational institutions. At the request of parents or persons replacing them, with the consent of children studying in state and municipal educational institutions, the administration of these institutions, in agreement with the relevant local government, provides a religious organization with the opportunity to teach children religion outside the framework of the educational program.

A religious organization in accordance with the Law is a voluntary association of citizens of the Russian Federation, other persons permanently and legally residing on the territory of the Russian Federation, formed for the purpose of joint confession and dissemination of faith and in accordance with the procedure established by the Law, registered as a legal entity.

Religious organizations, depending on the territorial scope of their activities, are divided into local and centralized.

A local religious organization is a religious organization consisting of at least ten members who have reached the age of eighteen and permanently reside in the same locality or in the same urban or rural settlement.

A centralized religious organization is a religious organization that, in accordance with its charter, consists of at least three local religious organizations.

A centralized religious organization, the structures of which have been operating on the territory of the Russian Federation on legal grounds for at least fifty years at the time of the application of the specified religious organization to the registration authority with an application for state registration, has the right to use in its names the words "Russia", "Russian" and derivatives from them .

A religious organization is also recognized as an institution or organization created by a centralized religious organization in accordance with its charter, having the purpose and features that are provided for in paragraph 1 of Article 6 of the Law, including the governing or coordinating body or institution, as well as an institution of professional religious education.

State authorities, when considering issues affecting the activities of religious organizations in society, take into account the territorial sphere of activity of a religious organization and provide the relevant religious organizations with the opportunity to participate in the consideration of these issues.

The name of a religious organization must contain information about its religion. A religious organization is obliged to indicate its full name when carrying out activities.

A religious organization is obliged to annually inform the body that registered it about the continuation of its activities, indicating the information included in the unified state register of legal entities.

The specified information about local religious organizations may be submitted to the registration authority by the relevant centralized religious organization.

Failure to provide the specified information within three years is the basis for the registration body to apply to the court with a claim to recognize the religious organization as having ceased its activities.

In accordance with the Law, the founders of a local religious organization may be at least ten citizens of the Russian Federation united in a religious group that has a confirmation of its existence in this territory for at least fifteen years, issued by local governments, or a confirmation of entry into the structure of a centralized a religious organization of the same denomination issued by that organization. Centralized religious organizations are formed when there are at least three local religious organizations of the same confession in accordance with their own regulations of religious organizations, if such regulations do not contradict the law.

A religious organization operates on the basis of a charter, which is approved by its founders or a centralized religious organization and must meet the requirements of the civil legislation of the Russian Federation.

The charter of a religious organization states:

Name, location, type of religious organization, religion and, if belonging to an existing centralized religious organization, its name;

Goals, objectives and main forms of activity;

The procedure for the creation and termination of activities;

The structure of the organization, its management bodies, the procedure for their formation and competence;

Sources of Education Money and other property of the organization;

The procedure for introducing amendments and additions to the charter;

The procedure for disposing of property in the event of termination of activities;

Other information related to the specifics of the activities of this religious organization.

A public association is a voluntary, self-governing, non-profit formation created as a result of the will of citizens united on the basis of a common interest specified in the charter of a public association.

The activities of public associations should be based on the principles of equality, self-government and legality. Public associations are free to determine their internal structure, goals, forms and methods of their activities.

Public associations are created for the purpose of realizing and protecting civil, political, economic, social and cultural rights and freedoms; development of activity and independence of citizens, their participation in the management of state and public affairs; meeting professional and amateur interests; development of scientific, technical and artistic creativity; protection of public health, participation in charitable activities; carrying out cultural and educational, physical culture and health and sports work; nature conservation; extensions international relations; carrying out other activities not prohibited by law.

Public associations are created on the initiative of at least ten citizens.

Public associations, apart from political parties and trade unions, may also be created by other public associations.

In the process of creating a public association, a founding congress (conference) or a general meeting is convened, at which the charter of the public association (statute, other fundamental act) is adopted and the governing bodies are formed.

Public associations, in the manner prescribed by law, carry out production and economic activities and create only for the purpose of fulfilling their statutory tasks enterprises and self-supporting organizations that have the right of a legal entity.

Income from the production and economic activities of public associations cannot be redistributed among the members of these associations and is used only to fulfill the statutory tasks; public associations are allowed to use their funds for charitable purposes, even if this is not indicated in their charters.

Public associations, depending on the goals of their activities, the presence (absence) of members, the procedure for managing property, can be created in one of the organizational and legal forms established by law:

1) public organization;

2) social movement;

3) public fund;

4) public institution;

5) body of public initiative.

A public organization is a public association based on membership, created on the basis of joint activities to protect common interests and achieve the statutory goals of the united citizens. The highest governing body of a public organization is the congress (conference) or general meeting. The permanent governing body of a public organization is an elected collegiate body accountable to the congress (conference) or general meeting. In case of state registration of a public organization, its permanent governing body exercises the rights of a legal entity on behalf of the public organization and performs its duties in accordance with the charter.

A public movement is a mass public association consisting of participants and not having membership, pursuing social, political and other socially useful goals supported by participants in the public movement. The highest governing body of a social movement is the congress (conference) or general meeting. The permanent governing body is an elected collegial body accountable to the congress (conference) or the general meeting.

A public fund is one of the types of non-profit foundations. It is a non-membership public association, the purpose of which is to form property on the basis of voluntary contributions, other receipts not prohibited by law and use this property for socially useful purposes. The founders and property managers are not entitled to use the said property in their own interests. The governing body of a public fund is formed by its founders and (or) participants, or by a decision of the founders of a public fund, adopted in the form of recommendations or personal appointments, or by election by participants at a congress (conference) or general meeting.

A public institution is a non-membership public association that aims to provide a specific type of service that meets the interests of the participants and corresponds to the statutory goals of this institution. The management of a public institution and its property is carried out by persons appointed by the founders (founder). In accordance with the constituent documents, a collegial body may be created in a public institution. The specified body may determine the content of the activities of the public institution, have the right of an advisory vote with the founder, but shall not be entitled to dispose of the property of the public institution.

A public amateur body is a non-membership public association whose purpose is to jointly resolve various social problems arising from citizens at the place of residence, work, study, aimed at meeting the needs of an unlimited circle of people whose interests are related to the achievement of statutory goals and the implementation of programs of the body of public amateur performance at the place of its creation. The body of public initiative is formed on the initiative of citizens interested in solving these problems, and builds its work on the basis of self-government in accordance with the charter adopted at the meeting of founders.

A political public association is a public association whose charter should include participation in the political life of society by influencing the formation of the political will of citizens, participation in elections to state authorities and local self-government.

The Fund is a non-profit organization created by the founders for certain socially beneficial purposes by pooling property contributions.

Funds -- relatively the new kind legal entities, which, however, has managed to become widespread in Russia today.

Compared to other non-commercial legal entities, the foundation has certain features, for example, the absence of membership, the possibility of legal entities to be the founders of the foundation, the obligation to publish reports on the use of their property, etc.

Due to the fact that the foundations are not based on the membership of the participants, the latter are not only not required to participate in the activities of the organization, but are also deprived of the opportunity to directly participate in the management of its affairs. In addition, the fund is the owner of its property, to which its founder (participants) do not have any rights. Considering these factors, it seems quite reasonable that the legislator demands the creation of a board of trustees to oversee the activities of the foundation and its officials, and the obligation of the fund to publicly conduct its property affairs.

Citizens and legal entities have the right to establish a fund. The Civil Code of the Russian Federation does not establish any special requirements for the subject composition of fund participants. However, the laws governing the activities of funds of certain types, certain restrictions are provided. So, the founders of a public fund can be citizens, as well as legal entities created only in the form of public associations. The legislation expressly stipulates that the founders, members and participants of public funds cannot be state authorities and local self-government bodies. Participation in charitable funds of state authorities and local governments, state and municipal unitary enterprises, state and municipal institutions is prohibited.

The Fund has a special legal capacity and operates in accordance with the goals of creation, enshrined in the charter. Thus, the possible forms of entrepreneurial activity of the fund are limited. In other words, the special legal capacity of the fund has two manifestations: firstly, it has the right to exercise only that commercial activity, which corresponds to the goals of its creation, reflected in its charter, other activities will be recognized as non-statutory; secondly, the fund has the right to carry out only those types of entrepreneurial activities that do not contradict the goals of its creation, enshrined in the charter.

Unlike other non-profit organizations, the foundation does not have the right to participate in limited partnerships as a contributor. With regard to charitable foundations, they are prohibited from participating in business companies jointly with other persons.

The Fund is the owner of its property, and its founders (participants) are not liable for its debts. The fund's property remaining after its liquidation and settlements with creditors is not subject to distribution among the founders.

Charitable or other socially useful activities of foundations require constant material costs, which cannot be provided in the absence of membership fees, since the structure of the foundation does not provide for membership. In this regard, the law allows funds to participate in entrepreneurial activities both directly and through business companies created for these purposes.

Changes in the charter of the fund, as well as its liquidation, as a general rule, are possible only in court. At the same time, the legislator provides for the following grounds for the liquidation of the fund:

1) if the property of the fund is insufficient for the implementation of its goals and the probability of obtaining the necessary property is unrealistic;

2) if the goals of the fund cannot be achieved and the necessary changes to the goals of the fund cannot be made;

3) in case of deviation of the fund in its activities from the goals provided for by the charter;

Liquidation of the fund is also possible in other cases provided for by law.

4. Institutions

An institution is recognized as an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part. The institution is responsible for its obligations with the funds at its disposal. In case of their insufficiency, the owner of the relevant property bears subsidiary liability for its obligations.

Institutions are created for certain activities of a non-commercial nature by the owner of the property. Legal and individuals, state, municipalities. An institution may be created jointly by several owners.

The founding document of an institution, as a rule, is a charter approved by the owner (in case of joint foundation, by all owners). In cases where it is planned to create several institutions that perform homogeneous functions, it is possible to approve an approximate charter.

An institution, being one of the varieties of a non-profit organization, owns the property assigned to it on the basis of the right of operational management, i.e. uses and disposes of it only to the extent that it is permitted by the owner. The property, which the institution disposed of without the consent of the owner, is claimed by the owner from someone else's illegal possession.

If the funds of the institution are insufficient for settlements with creditors, the owner shall bear subsidiary liability for the debts of the institution created by him.

The owner can give the institution the right to engage in income-generating activities, providing for this in the charter (regulation). Such income and the property acquired at the expense of them are accounted for on an independent balance sheet and come under the economic management of the institution.

5. Associations of legal entities (associations and unions)

For the purpose of coordinating their entrepreneurial activities, as well as representing and protecting common property interests, commercial organizations may, by agreement among themselves, create associations in the form of associations or unions that are non-profit organizations. If, by decision of the participants, the association (union) is entrusted with conducting entrepreneurial activities, such an association (union) is transformed into an economic company or partnership, or may create a business company for the implementation of entrepreneurial activities or participate in such a company.

Public and other non-profit organizations, including institutions, may voluntarily unite into associations (unions) of these organizations. The association (union) of non-profit organizations is a non-profit organization.

Members of an association (union) retain their independence and the rights of a legal entity. The association (union) is not responsible for the obligations of its members. Members of an association (union) bear subsidiary liability for its obligations in the amount and in the manner prescribed by the founding documents of the association.

Associations of legal entities (associations or unions) in accordance with the law may be created either only by commercial or only by non-commercial legal entities. Simultaneous participation in the association of commercial and non-commercial organizations is not allowed.

The association (union) of commercial legal entities has as its goal the coordination of their entrepreneurial activities, the representation and protection of common property interests. The possibility of direct implementation by the association of activities in other areas, including entrepreneurial, is excluded. Thus, the legal capacity of an association of commercial organizations is limited in comparison with other non-profit organizations that independently determine the directions of their activities and have the right to exercise certain types entrepreneurial activity.

In order to be able to conduct entrepreneurial activities, the association, in compliance with the established rules, must be transformed into a business company or partnership.

Legal entities united in an association (union) retain their independence and the status of a legal entity. It has the same rights as before joining the association (union).

The association (union) is the owner of the property, which is formed due to regular and one-time receipts from the participants, as well as other sources permitted by law. This property is used by the association in accordance with its special legal capacity. When an association is liquidated, the property remaining after the satisfaction of creditors' claims is not distributed among the participants, but is directed to purposes similar to those of the liquidated association.

The association (union) is not responsible for the obligations of its members. On the contrary, members of an association (union) are liable for its obligations - they bear subsidiary liability with all their property. The grounds and limits of liability of members are determined in the founding documents of the association.

6. Non-profit partnership

On December 8, 1995, the State Duma adopted the Federal Law “On Non-Commercial Organizations”.

The law provides interested persons with the opportunity to create non-profit organizations in forms not provided for Civil Code Russian Federation. One of these forms is a non-profit partnership.

In accordance with Art. 8 of the Law "On Non-Commercial Organizations" a non-commercial partnership is a membership-based non-profit organization established by citizens and (or) legal entities to assist its members in carrying out activities aimed at achieving social, charitable, cultural, educational, scientific and managerial goals, in order to protect the health of citizens, development physical culture and sports, meeting the spiritual and other non-material needs of citizens, protecting the rights, legitimate interests of citizens and organizations, resolving disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits.

Property transferred to a non-profit partnership by its members is the property of the partnership. Members non-profit partnership are not liable for its obligations, and a non-profit partnership is not liable for the obligations of its members.

A non-profit partnership has the right to carry out entrepreneurial activities that correspond to the goals for which it was created.

A non-profit partnership refers to legal entities in respect of which their members have rights of obligation. Members of a non-profit partnership have the right to:

Participate in the management of the affairs of a non-profit partnership;

Receive information about the activities of a non-profit partnership in the manner prescribed by the constituent documents;

Leave the non-profit partnership at your own discretion;

Unless otherwise established by federal law or the constituent documents of a non-commercial partnership, upon withdrawal from a non-commercial partnership, receive a part of its property or the value of this property within the value of the property transferred by members of the non-commercial partnership to its ownership, with the exception of membership fees, in the manner prescribed by the constituent documents of the non-commercial partnership. partnerships;

To receive in the event of liquidation of a non-commercial partnership a part of its property remaining after settlements with creditors, or the value of this property within the value of the property transferred by members of the non-commercial partnership into its ownership, unless otherwise provided by federal law or the constituent documents of the non-commercial partnership.

A member of a non-commercial partnership may be expelled from it by decision of the remaining members in the cases and in the manner provided for by the founding documents of the non-commercial partnership.

A member of a non-profit partnership excluded from it has the right to receive part of the property of the non-profit partnership or the value of this property.

Members of a non-profit partnership may also have other rights provided for by its constituent documents and not contrary to law.

7. Autonomous non-profit organization

In accordance with the Law, an autonomous non-profit organization is a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions for the purpose of providing services in the field of education, healthcare, culture, science, law, physical culture and sports and other services. .

An autonomous non-profit organization refers to legal entities in respect of which their founders (participants) do not have property rights. Previously, civil law referred to such organizations public and religious organizations (associations), charitable and other foundations, associations of legal entities (associations and unions).

An autonomous non-profit organization has the right to carry out entrepreneurial activities that correspond to the goals for the achievement of which the specified organization was created.

Supervision over the activities of an autonomous non-profit organization is carried out by its founders in the manner prescribed by its constituent documents.

The founders of an autonomous non-profit organization may use its services only on equal terms with other persons.

2.2 Commercial organizations: features of various organizational and legal forms

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Introduction

Chapter 1. Organizational and legal forms of organization

Chapter 2. Analysis of the balance sheet of the enterprise OJSC "Magnit"

2.1 general characteristics enterprises of JSC "Magnit"

Introduction

The theme of the course work is "Organizational and legal forms of enterprises and their characteristics." The topic of the course work is relevant because the modern economy of the Russian Federation is based on a variety of forms of ownership and involves the functioning of enterprises of various organizational and legal forms. Economic entities (organizations , businesses, households).

Objectives of the course work:

Consider the concept and essence of the organizational and legal forms of the enterprise;

Evaluation of the effectiveness of organizational and legal forms of enterprises;

Analyze the balance on the example of the enterprise OJSC "Magnit".

The course work consists of an introduction, two main sections, a conclusion and a list of references.

The introduction defines the relevance, objectives of the study, builds the structure of the course work.

The first chapter includes the concept and main features of the enterprise. This chapter also considers the role and structure of the enterprise, organizational and legal forms of enterprises.

In the second chapter, the organizational and legal characteristics are considered on the example of the enterprise OJSC "Magnit", as well as an analysis of the balance sheet of the enterprise.

Chapter 1. Organizational and legal form of organization

legal commercial balance

1.1 The concept, features and principles of enterprise organization

Enterprises can be created in different organizational and legal forms, which is regulated by the Civil Code of the Russian Federation.

The organizational and legal form is a legally fixed form of ownership, a way of forming the capital of an enterprise, distributing results and responsibility for its activities.

When deciding on the choice of organizational and legal form, the entrepreneur determines the required level and scope of possible rights and obligations, which depends on the profile and content of future activities, the possible circle of partners, and the legislation existing in the country.

The legal form of an enterprise is a set of legal and economic norms that determine the nature, conditions and methods for the formation of legal and economic relations between employees and the owner of the enterprise, between the enterprise and other economic entities and state authorities external to it. These legal norms regulate internal and external relations, the procedure for the organization and activities of enterprises.

The presence of organizational and legal forms of management, as shown world practice, is the most important prerequisite for the effective functioning of a market economy in any state, including Russia.

An enterprise is an independent economic entity with the rights of a legal entity, which, on the basis of the use of property by the labor collective, produces and sells products, performs work, and provides services.

The main task of the enterprise is economic activity aimed at making a profit to meet the social and economic interests of the members of the labor collective and the interests of the owner of the property of the enterprise.

The main features of an enterprise as a legal entity are:

Economic independence;

Organizational unity, properly formalized and reflected in the constituent documents;

Property isolation (presence of separate property used for certain purposes);

Property responsibility for their actions and obligations;

Independent civil liability;

Own name and performance in civil law circulation on one's own behalf (on one's own behalf);

Availability of an independent balance sheet;

Checking account, printing.

In the system of the national economy, the enterprise is the main link, which is determined by the following circumstances:

1. The enterprise manufactures products, performs works, services that form the basis of the life of both a person and society as a whole;

2. The enterprise acts as the main subject of production relations that develop in the process of production and sale of products between various participants;

3. The enterprise is not only economic but also social organization, since it is based on a person or a labor collective;

4. At the enterprise, the interests of society, the owner, the team and the employee are intertwined, their contradictions are developed and resolved;

5. The enterprise, carrying out production and economic activities, has an impact on environment determining the state of the human habitat.

The main principles of the organization of the enterprise are:

Organizational and administrative isolation;

Financial and economic independence;

Production and technical unity.

Organizational and administrative isolation means that the enterprise has separate property, a single team, a single administration and has the right of a legal entity.

Financial and economic independence lies in the fact that the enterprise organizes its activities on the basis of self-sufficiency and has a single complete form of accounting and reporting. It can dispose of cash material and financial resources in order to ensure its successful functioning and development, has a bank account to which all funds are received and through which all settlements of the enterprise are made, has the right to independently plan its activities, carry out foreign trade operations, etc. d.

Production and technical unity is ensured by a set of means of production (buildings, structures, machines, equipment, etc.), combined into special production units and parts, technologically related in manufacturing process. It predetermines a unified system of technical documentation, a common technical policy, a unified system of machines, the presence of common, auxiliary and service units.

1.2 The role and structure of the enterprise

The role of the enterprise is manifested in the following:

At the enterprise level, the main economic tasks of society are solved (what to produce, how to produce, for whom to produce);

Depends on the performance of the company economic situation in the country as a whole;

The enterprise creates jobs, providing employment for the population;

The quality of products, goods, services, satisfaction of the needs of the population depends on the activities of the enterprise;

Enterprise through tax system forms budgets various levels and off-budget funds;

The enterprise, carrying out foreign economic activity, forms the currency resources of the country;

The enterprise, using the received net profit, provides social development of the labor collective.

The enterprise is classified according to industry affiliation (types of activity), organizational and legal forms, size. A sign of the division of enterprises in the sphere of production and commodity circulation in terms of size into large, medium and small is the number of employees.

The functions of the enterprise depend on the profile of activity (production, performance of work, sale of goods, provision of services, etc.) and are specified depending on the industry, size, form of ownership. In accordance with the functions performed, enterprises according to their economic purpose can be grouped into two blocks:

Carrying out the production of products;

Providing services.

To perform its functions, the enterprise solves a number of tasks (acquisition of equipment, raw materials, attraction work force, organization of the technological process and activity management, analysis and planning, etc.), which are determined by the goals of the enterprise, the amount of capital, the state of the internal and external environment. The essence of the enterprise is characterized by legal, economic and industry aspects.

From a legal point of view, an enterprise is a legal entity. A legal entity is an organization that has separate property in ownership, economic management or operational management and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court, has an independent balance sheet or estimate (Civil Code of the Russian Federation, clause 1 article 48).

The essence of the enterprise in the economic aspect is characterized by its complete independence in the choice of types and objects of activity, the conclusion of contracts, etc.

The enterprise must have material, labor, financial resources to carry out their functions and tasks. When using these resources, the enterprise makes various operational decisions. The degree of autonomy in making these decisions depends on what rights it has in relation to property. The enterprise has full economic independence in the event that it operates at its own expense. With operational and economic independence, the enterprise carries out its activities at the expense of shareholders, federal budget, local authorities. The property may belong to the enterprise on the right of ownership (the enterprise is the owner of the property and disposes of it); on the right of economic management (the enterprise owns, uses and disposes of the property transferred to it within the limits determined by Article 294, Article 295, 300 part 1 of the Civil Code of the Russian Federation); on the right of operational management (the enterprise uses and disposes of the property assigned to it only with the consent of the owner in accordance with Article 296-300 part 1 of the Civil Code of the Russian Federation).

The sectoral aspect of the activities of enterprises reveals their specifics. An enterprise in each industry has a different purpose, production and organizational structure.

The structure of an enterprise is the composition and ratio of its structural units, identified according to the criteria of production and management processes. Distinguish between the organizational structure of production and the organizational structure of management. The production structure of a commercial enterprise includes departments, sections, warehouses, etc. The management structure includes accounting, planning and economic department, financial department, personnel department, marketing department, etc.

The structure of an enterprise is one of the elements of its internal environment. In addition to the structure, the internal environment of the enterprise is formed by: production activities, resources, finance, accounting, management, marketing, organization and technology of production activities.

The activity of the enterprise is largely determined by external environment, which is formed by: suppliers, consumers, shareholders, creditors, competitors, government agencies, as well as various economic, political, legal, socio-cultural, democratic, technological and other factors.

1.3 Organizational and legal forms of commercial enterprises

Commercial organizations - organizations, the main purpose of which is to make a profit and distribute it among the participants

Commercial organizations:

1. Economic partnership:

General partnership

Limited partnership (limited partnership)

2. Economic company:

Open Joint Stock Company (OJSC)

Closed Joint Stock Company (CJSC)

Limited Liability Company (LLC)

Additional Liability Company (ALC)

Subsidiary business company (DHO)

3. Production cooperative:

Agricultural artel (collective farm) SPK

Fishing artel (kolkhoz) RPK

Cooperative economy (koopkhoz) SKH

4. State municipal (unitary) enterprises:

State (state) enterprise GKP

municipal enterprise

Business partnerships and companies are commercial organizations with authorized (reserve) capital divided into shares (contributions) of founders (participants). The property of such partnerships, convened at the expense of contributions, produced and acquired in the course of the activity of a business partnership, belongs to them by the right of ownership.

Economic partnership

A general partnership is an association of two or more persons, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership.

Participants in a full partnership jointly and severally bear additional (subsidiary) liability with their property for the obligations of the partnership. This means that the responsibility of all participants is proportional to the size of their contribution. So, if the property of the partnership is not enough to pay off debts, then the comrades are liable with their personal property, in proportion to the contributions made to the organization. A person may be a participant in only one full partnership. The number of participants is not limited. A general partnership is created and operates on the basis of a constituent agreement, which is signed by all its participants. If, as a result of the losses incurred by the partnership, the value of its net assets becomes less than the size of its share capital, the profit received by the partnership is not distributed among the participants until the value of the net assets exceeds the size of the share capital.

By the time of registration of a full partnership, each participant is obliged to make at least half of his contribution to the share capital of the partnership. The rest must be paid by the participant within the terms established by the memorandum of association. In case of failure to fulfill this obligation, the participant is obliged to pay to the partnership 10% per annum from the unpaid part of the contribution and compensate for the losses caused, unless otherwise provided in the memorandum of association.

Providing for the possibility of withdrawal of a participant from a general partnership, he is required to declare his refusal to participate in the partnership at least six months before the actual withdrawal. An agreement between the participants of a partnership on the waiver of the right to withdraw from the partnership is void. Further, the participant who has retired from the partnership is paid the value of a part of the property corresponding to his share in the share capital, and by agreement with him, the issuance of property in kind is possible. At the same time, the shares of other participants increase. A participant in a partnership, under the law, has the right to transfer his share or part of it in the share capital to another participant or a third party, subject to the consent of all members of the partnership.

A general partnership is liquidated in the event that the only participant remains in it (except for the liquidation of a legal entity in accordance with the Civil Code of the Russian Federation). Such a participant has the right to transform such a partnership into a business company within six months in the manner prescribed by the Code.

A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with their property, there are one or more participants-contributors (limited partners) who bear the risk of losses associated with the activities of the partnership , within the limits of the amounts of contributions made by them and do not take part in the implementation of entrepreneurial activities by the partnership.

In a limited partnership, along with general partners, the so-called limited partners take part in the formation of the share capital, i.e. investors who do not take part in entrepreneurial activities, but receive profit and bear the risk of loss within the limits of the amount of the contribution made. This form allows you to attract additional capital from persons interested in advantageous premises their free cash. The contribution can be made not only in cash, but also in the form of the provision of premises, vehicles and otherwise. This form expands the economic base of the partnership, allows you to accumulate funds for major entrepreneurial activities. A person may be a general partner in only one limited partnership. A participant in a general partnership cannot be a general partner in a limited partnership. It is created and operates on the basis of the memorandum of association, which is signed by all general partners.

A limited partnership is liquidated when all the contributors participating in it retire. However, full partners have the right, instead of liquidation, to transform a limited partnership into a full partnership.

Economical society:

A joint-stock company is a company whose authorized capital is divided into a certain number of shares; participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company within the limits of the value of their shares.

A joint-stock company, from the point of view of an individual entrepreneur, is the optimal form of organizational and legal registration of entrepreneurial activity. It can be created by one person or consist of one person if one shareholder acquires all the shares of the company.

Shareholders are entitled to a share of the JSC's income. The portion of profit paid to the owner of a share is called a dividend. The part that is not paid out as dividends is called retained earnings.

A joint-stock company, by law, cannot have a business company consisting of one person as the sole participant.

Types of joint-stock companies:

Open (OJSC)

Closed (CJSC)

Open Joint Stock Company (OJSC)

An open joint stock company is a joint stock company whose members can freely sell and buy shares of the company without the consent of other shareholders. It can carry out an open subscription for shares issued by it, which can be freely traded on the stock market. This implies the complete openness of the society and careful control over its activities, therefore it is obliged to publish annually for public information:

Annual report;

Balance sheet;

Profit and loss account;

and engage a professional auditor annually to review and validate the annual financial statements.

The supreme governing body in a joint-stock company is the general meeting of shareholders. The competence of the general meeting is:

Change of the company's charter

Change in the size of the authorized capital

Approval of annual reports and balance sheet, distribution of profits and losses

Formation of executive bodies and early termination of their powers

Decision on reorganization or liquidation of the company

Election of the Audit Commission

Solving other issues

If the number of shareholders exceeds 50 people, then a Board of Directors (Supervisory Board) is created. Its competence is determined by the charter of the joint-stock company.

The executive body of a joint-stock company can be collegiate (board, directorate) and/or sole (director, general director). He carries out the current management of the company's activities and is accountable to the Board of Directors and the General Meeting of Shareholders. OJSC, as well as CJSC, are a fairly popular form of business both in Russia and around the world. As a rule, open joint-stock companies are large companies.

Closed Joint Stock Company (CJSC)

A closed joint stock company is a company whose shares are distributed only among its founders (among a predetermined circle of persons), when the form of an open subscription for shares issued by the company is not used and they cannot be freely sold and bought on the stock market.

A potential buyer cannot simply instruct his broker to purchase a certain number of shares. Initially, the shares of such a company are distributed privately, and shareholders can dispose of them only with the consent of the company. This financial constraint is a major factor in determining the size of companies, which tend to be small to medium sized.

The number of CJSC members cannot exceed 50 (if this number of shareholders is exceeded, the company must be transformed into an open joint-stock company by re-registration).

A closed joint stock company is not required by law to disclose information about itself to the extent that is required of a public company; however, it is required to submit an annual report to the Registrar of Companies, which is open to any member of the public.

At the moment, the majority of small and medium-sized enterprises in Russia are closed joint-stock companies, which makes this form of business the most popular.

Limited Liability Company (LLC)

A company founded by one or more persons, the authorized capital of which is divided into shares, according to the founders of the document (the company's charter). The participants are not liable for obligations and bear the risk of losses within the value of their contributions.

Unlike state and municipal unitary enterprises, on the property of which their founders have the right of ownership or other real right, limited liability companies (as well as other types of business companies, business partnerships and production cooperatives) are characterized by the fact that their participants have in relation to them rights of obligation.

In private economic practice, LLC is the most demanded organizational and legal form among commercial organizations.

At the same time, a limited liability company is characterized by the fact that the current (operational) management in the company (unlike partnerships) is transferred to the executive body, which is appointed by the founders either from their own number or from among other persons. The company's participants retain the rights to strategic management of the company, which they exercise by holding periodic general meetings of participants. Unlike joint-stock companies, the competence of the general meeting of participants in a limited liability company can be expanded at the discretion of the participants themselves; additional rights may also be granted to individual participants.

Unlike joint-stock companies, the profit of a limited liability company can be divided among the company's participants not only in proportion to their shares in the authorized capital of the company, but also in other ways in accordance with the company's Charter (if a different procedure is provided for by the Charter).

Unlike participants in a joint-stock company (shareholders), a participant in a limited liability company can not only sell (or otherwise transfer) his share in the authorized capital of the company, but also withdraw from the company, demanding payment of the value of a part of the property corresponding to his share in the authorized capital of the company if it is provided for by the Articles of Association of the company. The participants of a limited liability company, as well as the company itself, have the pre-emptive right to purchase the share of one of the participants, if he intends to sell his share to third parties. Also, the Articles of Association of the company may provide for a ban on the alienation of the share of participants to third parties.

Additional Liability Company (ALC)

An additional liability company is a company established by one or more persons; it is similar in many ways to a limited liability company.

Its authorized capital is divided into shares in accordance with certain constituent documents. Individual citizens, legal entities, citizens and legal entities, as well as (public organizations) can be participants in this society. It should be noted that state bodies, as well as local self-government bodies, do not have the right to act as participants in the company, unless otherwise provided by law.

This company can be opened by one person who is its one-time participant. As contributions (shares), participants can make cash, buildings, structures, machines, raw materials, materials, securities, as well as intellectual property in the form of know-how (recipe, technical idea, new technology, etc.). All non-monetary contributions are subject to unanimous approval by the general meeting of the founders of the company.

The only difference is that in the ALC there is additional subsidiary liability for the obligations of the company. Such responsibility does not apply to all the property of the participants, but only to its part, which is predetermined by the constituent documents of the company.

If one of the participants goes bankrupt, its additional liability is divided among the others (proportionately or otherwise). Therefore, the total amount of additional guarantees to the company's creditors remains unchanged.

The specificity of the ALC is in the exclusive form of the property obligation of the participants for its debts.

Subsidiary business company (DHO)

Any business company can be recognized as a subsidiary and dependent company: joint-stock company, limited liability company or additional liability company. characteristic feature subsidiaries and dependent companies is that the main (“parent”) company not only influences their decision-making, but also bears responsibility for the debts of subsidiaries.

A business company is recognized as a subsidiary if:

1. the participation of the main company or partnership prevails in its authorized capital;

2. there is an agreement between them;

3. the main company or partnership may determine the decisions taken by this company.

Recognition of the company as a subsidiary had certain consequences for the parent company or partnership: it had to answer to creditors for the actions of the subsidiary. So, when concluding a transaction at the direction of the parent company (partnership), joint and several liability of the parent and subsidiary companies arises. In case of bankruptcy of a subsidiary due to the fault of the main company (partnership), the latter is liable for the debts of the subsidiary to its creditors in a subsidiary way, i.e. only if there is not enough property of the subsidiary to pay off debts. At the same time, the subsidiary is not liable for the debts of the parent company (partnership). If a subsidiary company incurs losses through the fault of the main company (partnership), then it has the right to demand compensation from the main organization, provided that it is proven guilty of these losses.

An economic company is recognized as dependent if another (predominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the charter capital of a limited liability company. Often, dependent companies mutually participate in each other's capital. Such relations do not give rise to joint and several or subsidiary liability for debts.

Production cooperative (artel)

A certain place in the system of commercial organizations belongs to the production cooperative (artel). This organizational and legal form of management is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, etc.), based on their personal labor and other participation and association by its members (participants) of property share contributions. The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization.

Such cooperatives bear subsidiary liability for the obligations of the cooperative (as in business partnerships) and carry out their activities on the basis of the charter with the formation of management bodies (similar to business companies). But unlike the latter, the management of a production cooperative is carried out on the principle of “one person - one vote” and does not depend on the size of its property contribution.

The charter of a cooperative, in addition to generally accepted information, must contain conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and their liability for violation of the obligation to make share contributions; on the nature and procedure for the labor participation of its members in the activities of the cooperative and their liability for violation of the obligation for personal labor participation; on the procedure for distributing profits and losses of the cooperative; on the amount and conditions of subsidiary liability of its members for the debts of the cooperative; on the composition and competence of the management bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes.

The number of members of the cooperative must not be less than fifty.

V foreign countries these cooperatives have not received such significant development. They are not focused on generating income and profit, their goal is to help members of the cooperative and those in need.

State and municipal state enterprises

State and municipal unitary enterprise - a commercial organization that is not endowed with the right of ownership to the property assigned to it by the owner. This property cannot be distributed among contributions, shares, shares, including between employees of the enterprise.

Only state and municipal enterprises could be created in a unitary form. The property with which they are allotted is, respectively, in state or municipal ownership and belongs to enterprises on the right of economic ownership or operational management. The management body of a unitary enterprise is a manager appointed by the owner (or a body authorized by the owner). The owner of the property of an enterprise based on the right of economic management is not liable for the obligations of the enterprise. Equally, an enterprise of this type is not liable for the debts of the owner of the property.

Thus, the measures of economic isolation of unitary enterprises are clearly and strictly defined.

The constituent document of an enterprise based on the right of economic management is its charter, approved by an authorized state body or local government. The authorized capital is fully paid by the owner before state registration. The size of the authorized capital is 1000 times the size minimum wage labor. The owner solves the following issues: creation, reorganization and liquidation of the enterprise; determining the subject and goals of its activities: control over the use and safety of property. The owner is entitled to a share of the profits.

A unitary enterprise may create a subsidiary unitary enterprise by transferring to it a part of the property for economic management.

1.4 Organizational and legal forms of non-profit enterprises

Non-commercial organizations are considered to be organizations whose main goal is not to make a profit. In its implementation, the profit received should not be distributed among the participants, however, they can carry out entrepreneurial activities if it serves the implementation of the main (statutory) purpose of the organization and corresponds to it. For this purpose, non-profit organizations are allowed to create business companies or be members in them.

Non-profit enterprises:

consumer cooperative

Public and religious organizations

Institutions

consumer cooperative

A consumer society (cooperative) is a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of participants, carried out by combining property shares by its members.

The charter of a consumer cooperative must contain, in addition to generally accepted information, conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their liability for violation of the obligation to make share contributions; on the composition and competence of the management bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes; on the procedure for covering the losses incurred by members of the cooperative.

Members of a consumer cooperative are obliged, within three months after the approval of the annual balance sheet, to cover the resulting losses through additional contributions. In case of failure to fulfill this obligation, the cooperative may be liquidated in court at the request of creditors.

Members of a consumer cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid part of the additional contribution of each of the members of the cooperative.

Income received by a consumer cooperative from entrepreneurial activities carried out by the cooperative in accordance with the law and the charter is distributed among its members.

Public and religious organizations

Public and religious organizations (associations) are recognized as voluntary associations of citizens who, in accordance with the procedure established by law, have united on the basis of their common interests to satisfy spiritual and other non-material needs.

Organizations have the right to carry out entrepreneurial activities only to achieve the goals for which they were created, and corresponding to these goals. Participants (members) of these organizations do not retain the rights to the property transferred by them to these organizations in ownership, including membership fees. They are not liable for the obligations of public and religious organizations in which they participate as their members, and these organizations are not liable for the obligations of their members.

The Foundation is recognized as a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational and other socially useful goals. The property transferred to the foundation by its founders is the property of the foundation. The founders are not liable for the obligations of the fund they have created, and the fund is not liable for the obligations of its founders.

The Foundation uses the property for the purposes specified in its charter. The Foundation has the right to engage in entrepreneurial activities necessary to achieve the socially useful goals for which the Foundation was created, and corresponding to these goals. In order to carry out entrepreneurial activities, foundations have the right to create business companies or participate in them.

The Foundation is required to publish annual reports on the use of its property.

The procedure for managing the fund and the procedure for forming its bodies are determined by its charter, approved by the founders.

The charter of the fund, in addition to generally established information, must contain information about the purpose of the fund, instructions about the bodies of the fund, including board of trustees supervising the activities of the foundation, on the procedure for appointing and dismissing officials of the foundation, on the location of the foundation, on the fate of the foundation's property in the event of its liquidation.

institution

An institution is recognized as an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part. The rights of the institution to the property assigned to it correspond to the rights of a state-owned enterprise, that is, this property can be used only for the purpose of fulfilling its statutory activities and the tasks of the owner.

The owner of the property assigned to the institution has the right to seize excess, unused or misused property and dispose of it at his own discretion. The institution is responsible for its obligations with the funds at its disposal. In case of their insufficiency, the owner of the relevant property bears subsidiary liability for its obligations.

Chapter 2. Analysis of the balance sheet of the enterprise OJSC "Magnit"

2.1 Characteristics of the trade enterprise OJSC "Magnit"

Open Joint Stock Company "Magnit", hereinafter referred to as the "company", was established on November 12, 2003 as Closed Joint Stock Company "Magnit" (main state registration number 1032304945947), on January 10, 2006 as an extraordinary general meeting shareholders decided to change the full company name to Open Joint Stock Company Magnit. The Company is a legal entity, operates on the basis of this Charter and the legislation of the Russian Federation.

The company was created without limiting the period of its activity

Location of the company: Russian Federation, the head office is located in the city of Krasnodar, st. Solnechnaya, 15/5. Store chains are also located in the Stavropol Territory, namely in Art. Essentuki, st. Gagarina 9

The main goal of the company is to make profit.

The Company carries out the following main activities:

Renting out your own non-residential real estate;

Wholesale trade in meat, including poultry meat, meat products and canned meat and poultry meat;

Wholesale of dairy products;

Wholesale of edible oils and fats;

wholesale without alcoholic drinks;

Wholesale trade in alcoholic beverages, except for beer;

Wholesale trade in beer;

Wholesale trade in sugar;

Wholesale trade in sugary confectionery including chocolate;

Wholesale of coffee, tea, cocoa and spices;

Wholesale of fish, seafood and canned fish;

Wholesale trade in prepared food products, including trade in children's and dietary products;

Nutrition and other homogenized food products;

Wholesale trade in flour confectionery;

Wholesale of flour and pasta;

Wholesale of cereals;

Wholesale of salt;

Wholesale trade in other food products not included in other groups;

Wholesale of cleaning products;

Retail trade in non-specialized stores with food products;

Including drinks, and tobacco products.

The history of the creation of society.

1994 - 1998: Start: wholesale

Establishment of a sales company household chemicals S.N.Galitsky

Thunder becomes one of the leading official distributors of household chemicals and cosmetics in Russia

Decided to enter the food retail market

1998 - 1999: Exit to retail market food

Opening of the first grocery store in Krasnodar

Format Experiments

The stores are merged into the Magnit retail chain

2001 - 2005: Intensive development in order to establish a firm position in the market

Swift regional development: 1,500 stores at the end of 2005

Adoption of IFRS

Strict financial control

Motivational wage system

2006 - 2009: Further development traditional format. Transition to multi-format

Leader of Russian food retail in terms of the number of IPO buyers in 2006

Start of construction of hypermarkets

An independent director was elected to the Board of Directors An Audit Committee was established

Developed and introduced a set of rules for corporate conduct SPO in 2008, 2009

24 hypermarkets opened in 2007-2009 636 convenience stores opened in 2009 ( total stores as of December 31, 2009 is 3,228) 2010-2012: Strong position in the sector

Growth Acceleration - More than 1,000 convenience stores, 42 hypermarkets and 208 cosmetics stores opened in 2011

Successful share placement in December 2011, proceeds of $475 million.

Large-Scale Investment Program 2012: Capex plan of about $1.1-1.4 billion

Planned opening of up to 800 convenience stores and 50-55 hypermarkets during 2012

Work on improving efficiency

The network of stores "Magnit" is:

Market leader in quantity shopping facilities and territories of presence in Russia - 64 branches, 1 representative office, 6,046 convenience stores, 126 hypermarkets, 20 Magnit Semeyny stores and 692 cosmetics stores in 1,605 cities and towns;

A company with a strong logistics system, including 18 distribution centers, automated system inventory management and a fleet of 4401 vehicles that ensure timely delivery of goods to all stores of the chain;

One of the leading retail companies by sales volume. The company's revenue for 2012 amounted to 14.430 million US dollars, EBITDA - 1.524 million US dollars;

Russia's largest employer -- the company employs over 180,000 people. The retail network "Magnit" has repeatedly been awarded the title of "Best Employer of the Year";

It is one of the five largest grocery retailers in the world in terms of business capitalization.

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Signs of the organization of the enterprise. Organizational and legal forms of enterprises in market conditions: business partnerships and companies; production cooperatives; commercial organizations with foreign investments. Their comparative characteristics.

In any economic system, not only there are a huge number of firms, as discussed above, but there are various types of them. This is primarily due to the diversityways of saving (minimizing) transaction costs.

The firm 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 firm (enterprise) is an independent economic entity with the rights of a legal entity that combines under its management the factors of production - capital, land and labor - in order to produce goods and services.

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

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

Rice. 1. Organizational and legal forms of enterprises

Concepts such as MP (small enterprise), JV (Joint Venture), cooperative, are now considered obsolete. They reflected not the legal status of the enterprise, but some of its economic features. So, MP is a characteristic of an enterprise in terms of the number of employees. For example, according to Russian legislation, in the sphere of services and trade, such is an enterprise with a staff 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 MP singled out? All over the world, including ours, 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 a joint venture 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 entrepreneurial) firm;

· partnership (partnership);

· corporation (joint stock company).

1. Private (sole) company is the oldest form of business organization. As the name implies, such a firm is owned by an entrepreneur who buys the factors of production he needs on the market. In other words, a privately held company is owned 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 classical private enterprise firm 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 both physical and human capital (special intellectual, entrepreneurial and other abilities).

The purpose of a privately held company is owner's profit maximization- income remaining after all payments to the owners of factors. A privately held company should be distinguished fromcapitalist firm,owned 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.

Self-employed firms have a number of important advantages due 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) ease of organization. Due to its simplicity, a business enterprise based on sole proprietorship is created without much difficulty;

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

3) strong economic motivation(receipt of all profits, 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 a lack of own capital, but also to difficulties in 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 profits in the business, but even in this case, the growth of the company will be slow. Therefore, in terms of size individual enterprises are usually small;

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

3. certain tax issues. They arise because additional payments that are paid by a privately held firm, such as for health 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 tax base (corporations, on the contrary, enjoy tax benefits in relation to such payments). The sole proprietor must pay such expenses from the profit remaining at his disposal after the payment of taxes;

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

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

For these reasons, individual enterprises are short-lived, most of them are start-up firms, as well as such specific establishments as shops and farms, which remain efficient due to the small scale of production. According to some data, on average, out of 10 emerging firms, 7 cease their activities within 5 years.

Unlimited liability is the main disadvantage of sole proprietorship.Therefore, the owners of private firms in the XVII - XVIII centuries. "Let's go to the trick" - they introduced the so-called limited liability (Ltd - limited). The firm becomes an organization that includes a certain number of people. What does limited liability mean? This means that if a company is indebted to someone and cannot pay its debts, then in this case it is possible to sue only the company, but not its members. 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 like a sole proprietorship in every respect, except that it has more than one owner. V full 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 earlier, prior to 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 the charter nor even the registration of the partnership is required.

Overcoming in a certain sense the financial and material limitations of sole proprietorship, partnerships create some new inconveniences and difficulties. First of all, this refers to the selection of partners. Since one of the partners may bind the partnership with certain obligations, partners should be carefully selected. In most cases there is a formal agreement, or partnership agreement; it defines the powers of each partner, the distribution of profits, the total amount of 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 any of the partners or his withdrawal from the partnership. Legally, a partnership ceases to exist if one of the partners dies or withdraws from it. In such cases, it is rather difficult to resolve all issues and restore partnership.

For the reasons mentioned, many consider partnership is an unattractive form of business organization.

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

A modified form of a full 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 with 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 (contributors) and are called limited partners.

As a rule, complementaries are in charge of affairs in a limited partnership. They lead society and represent it. Contributing partners do not participate in commercial transactions. They are, strictly speaking, the partnership's investors. In terms of internal relationships, the functions of managing a firm are usually carried out with the consent of the limited partners.

Many people are well aware of the names “Johnson, Johnson and Co.”, “Ivanov, sons and Co.”, etc. from history, scientific and fiction literature. These are limited partnerships. V modern conditions a form of limited partnership is often used to finance businesses involved in real estate transactions.

Limited partnerships in some cases may issue shares in the amount of contributions from external participants. Such participants are called joint-stock limited partners, and the company is called joint-stock limited partner.

For reasons of payment of taxes, a limited liability company may be accepted as the sole complementary partner in a limited partnership. Such education is called limited liability partnership. Its advantage is that from a tax point of view it is a partnership, and from a civil law point of view it 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 a mixed limited partnership has not yet become widespread, but it may be useful in some cases.For instance,if a private person (persons) who has an idea and a solid enterprise that has decided to take this idea into service do not have money to implement it, a mixed partnership is created: a private person enters into it with limited liability, an enterprise with a full one. In this case, the enterprise acts as a guarantor for a bank loan, which, under the control of the enterprise, is managed by a private person.

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 society, 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."

In order to establish a limited liability company, it is necessary to conclude memorandum of association, which determines the name of the company, location and direction of the enterprise, as well as the size of the authorized capital and share members of society in it.

Minimum authorized capital v different countries different: 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 deposits in the form of material assets(cars, land plots, licenses).

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

3. Corporation (according to Russian law - a joint-stock company) is an impersonal enterprise with the right of a legal entity, created in a permissive manner and having authorized capital, divided into a certain number of equal shares - shares.

The main distinguishing feature of this form of business organization is that the joint-stock company operates independently of its owners. The liability of the members of the company, who are called shareholders, is limited to the nominal value of the shares acquired by them.

Limited Liability - Important advantage over sole proprietorship or partnership. A joint stock company may raise funds in its own name 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 earnings. The portion of the profit paid to the shareholder is called dividend. The part that is not paid out as dividends is called retained earnings.

Dividends are traditionally calculated as a percentage of the nominal value of the share, and in last years in some countries - in absolute amount per share (which is more reasonable). Dividends in the form of shares (“bonus” issues) do not provide for cash payments. In terms of raising new equity capital, dividend income is the main component of the value of such capital.

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

Joint stock companies are of two types − open and closed.

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

A joint-stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized closed. Such a company, under Russian law, is not entitled to conduct an open subscription for shares issued by it. 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 after the expiration of this period, to liquidation by 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 appropriate 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 work out some new commercial idea by a group of people who are ready to finance the enterprise until it becomes clear that it is necessary to raise additional capital through the securities market and become an open joint-stock company. In business practice, closed-type joint-stock companies are much more numerous than open-type companies, although the average size of capital 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 in the 15th-16th centuries, whenbanks 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 Ende ocidantal" (1628). By this time, the concept of “share”, so well-known today, appeared for the first time in the charter of the Dutch East India Company, the participants of which were called shareholders.

The joint-stock form received the 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 distribution of joint-stock companies is the ability to concentrate gigantic capital within their framework, which makes it possible to solve the most complex economic problems. A significant advantage of joint-stock companies in comparison with other types of partnerships is also the presence of a market where you can freely buy or sell securities. All this predetermined the wide distribution 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 been widely developed. In the US alone, there are now over 3 million corporations that produce most of the country's gross national product.

One of the disadvantages of a joint-stock company can be considered a procedure for paying taxes, providing 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 are time spent on registering a joint-stock company and bureaucratic procedures that must be passed 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 a private corporate enterprise.

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

The founders of modern cooperatives are considered 28 workers from the city of Rochdale (England). In 1844, saving a few pence a week, they raised an initial capital of £28, with which they rented a shop and began a small trade in flour, oatmeal, sugar, butter and candles. The profit from this enterprise was 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 in the trade and intermediary field. The cooperative form of entrepreneurship is characterized by the establishment close connection of the members of the cooperative with 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 above all by the fact that cooperative enterprises tend to "decapitalization" of income, which reduces the efficiency of production, hinders the innovation process, complicates structural transformations.

On the other hand, this form has clear advantages, among which one of the most important is high motivation due to the unity of property and labor. But it works only if instead of the impersonal "collective property", which, in essence, means the property of the collective, there is the property of the members of this collective. In the United States, for example, the term "employee property" is used to characterize such enterprises. It is much more accurate, since the property of an employee is a kind of private property, which differs from classical private property in that the owner must simultaneously work in the enterprise, of which he is a co-owner, and there is a certain mechanism that ensures his participation in the management of the enterprise.

It should be noted that in the United States, not state, but private property is transformed into the property of workers. Moreover, this process is encouraged in every possible way, since, according to available data, labor productivity in enterprises with employee ownership 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 incentives that stimulate the development of employee ownership. Now there are more than 11 thousand enterprises in the country that are fully or partially owned by workers. They employ about 12 million people. Several centers have emerged dealing with the problems of workers' property, both in theoretical and purely applied terms.

At the heart of the emergence and development of this kind of collective-private entrepreneurship lies scientific and technological revolution. It caused the development of knowledge-intensive industries, increased the role and proportion of knowledge workers. They cannot be set a rhythm of work with the help of a conveyor, and even the most common control over their work is ineffective. Such workers work with return only when they have the appropriate motivation. The position of the owner best contributes to the emergence of such motivation. As a result, first dozens, and then hundreds and thousands of firms began to appear, sometimes employing only a few people. But this fragmentation is compensated by the fact that an increasing number of people participate in social production not just as employees, but as owners with 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 the property of workers. Moreover, the supporters of such a transformation are often the entrepreneurs themselves, who understand that by ceding part of their property 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 co-owners who have appeared.

In Russia and other CIS countries, enterprises based on the property of workers are just being created. The attitude towards them in society is ambiguous. Among scientists, for example, there are many critics "people's enterprises", often referring to the Yugoslav experience of "workers' self-government", which, as you know, has not stood the test of time. However, this misses the point: in the Yugoslav experiment, workers' property was neither created nor used. An impersonal collective property dominated there, which did not really belong to either the workers or the state.

The attitude of labor collectives in our country to "people's enterprises" is very friendly, which means that in the course of further privatization they will become widespread. But in order for such enterprises not to become a kind of Soviet collective farms, a comprehensive study of the Western experience of their organization is necessary. And today this experience is not limited to the American one. At one time, the EU Council adopted recommendations on the implementation of programs for the transition to "workers' 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.

At the same time, it would be a mistake to extend workers' ownership to the entire economy. Western countries have achieved success in socio-economic and scientific-technical development because they created conditions for the development of various forms of ownership and entrepreneurship. In the same USA, out of 19 million enterprises of various kinds, 70% are enterprises of individual ownership, 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 the former socialist countries, the state owned the vast majority production assets, which made it, in essence, the only economic entity in the economy.

In the mid-1980s, the share of public sector enterprises in value added 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 the governments of Western countries to take the path of privatization. This privatization is not as grandiose as in the Eastern European countries and the CIS, but is important trend towards expansion of the non-state economy.

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

For example, in Italythe list of the largest industrial enterprises is headed by state organizations -IRI(acts in ferrous metallurgy, shipbuilding and mechanical engineering, aviation, automotive, electronic, electrical and other industries, sea and air transport, telephone and telegraph communications, radio and television broadcasting), ENI(oil and gas production, trade in petroleum products);in France - "Elf-Akiten"(extraction and refining of oil, production of petroleum products, chemical industry, healthcare, perfumery and cosmetics), Renault(produces cars and trucks, sports cars) ; in Finland - "Neste" (oil refining and retail oil products).

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

Signs of a state enterprise. A state enterprise is a production unit characterized by two main traits.

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 authority to dispose of it and make decisions, or they unite with private entrepreneurs, but influence and control them.

Second concerns the motives for the operation 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.

should be distinguished from state-owned enterprises

Characteristics of organizational and legal forms of organizations

Parameter name	Meaning
Article subject:	Characteristics of organizational and legal forms of organizations
Rubric (thematic category)	Production

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 of property and property of the founders

Responsibility

Enterprise management bodies

Distribution of profit or loss

liquidations, 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 founders of the organization, forms of pooling their capital, methods of distributing profits, etc.

Legal form of organization reflects the rights and responsibilities of the owners of the organization in the course of: functioning, liquidation, reorganization.

Consider the organizational and legal forms of organizations:

General partnership- participants are individuals and legal entities engaged in entrepreneurial activities on behalf of the partnership, 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 their contributions and do not take part in entrepreneurial activities.

Limited Liability Company (LLC)- is established by 2 or more persons and its statutory fund is divided into shares, the amount of which is determined by the company's constituent documents, and the participants are not liable for the company's obligations and bear the risk of losses associated with the company's activities within the value of their contributions.

Additional Liability Company (ALC)- ALC participants jointly and severally bear subsidiary liability for the obligations of the company with their property in the aisles determined by the constituent documents of the company.

Open Joint Stock Company (PJSC (until 2015 JSC))- the authorized capital is divided into a certain number of shares, the 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 shares issued by it 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 circle of persons. The Company is not entitled to conduct an open subscription for shares issued by it.

Unitary enterprise (UE)- a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner, ĸᴏᴛᴏᴩᴏᴇ 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 a 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 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 the organizational and legal forms of organizations - the concept and types. Classification and features of the category "Characteristics of organizational and legal forms of organizations" 2017, 2018.

Topic 1. Entrepreneurial activity and business entities

Exercise 1.

concept	Definition
1. entrepreneurial activity (Answer - a)	a) independent activity, carried out at one's own risk and peril, aimed at the systematic receipt of profit from the use of property, the production and sale of goods, the performance of work or the provision of services by persons registered in this capacity in the manner prescribed by law
2. legal entity (Answer - and)	b) an independent economic entity established for the production and marketing of products, performance of work and / or provision of services in order to meet the needs of society and make a profit. This is a property complex created for the implementation of economic activities.
3. individual entrepreneur(Answer - d)	c) trade, industrial, transport, insurance and other association of entrepreneurs, individual shareholders for production, trade and other profitable activities (dividends)
4. enterprise (Answer - b)	d) a set of people, groups, united to achieve any goal, solve any problems based on the principles of division of labor, duties and hierarchical structure
5. organization (Answer - d)	e) a capable natural person (citizen) registered in accordance with the established procedure and carrying out its activities without forming a legal entity
6. firm (Answer - h)	g) a legal or natural person carrying out business (economic) operations on its own behalf
7. business entity (Answer - f)	h) an economically and legally independent business entity, a property, socially and organizationally separate participant in economic activity, having a name, as well as a well-known and generally recognized insignia
8. company (Answer - in)	i) an organization that has separate property in ownership, economic management or operational management and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights, incur obligations, be a plaintiff and defendant in court

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

Characteristics of organizational and legal forms

OPF	signs
Composition and number of participants	The amount and procedure for the formation of the authorized (share) capital	Governing bodies and decision-making procedure	Distribution of profits and liability of the founders for the obligations of the organization
1. general partnership	Individual entrepreneurs and commercial organizations. Number of at least 2 participants	The minimum and maximum sizes of the share capital are not limited	The management of the activities of a general partnership is carried out by common agreement of all participants	Profits and losses of the full share are distributed among its participants in proportion to their shares in the share capital
2. limited partnership (on faith)	Full partners and limited partners. Number of at least 2 participants. Contributors can be citizens, legal entities, institutions (unless otherwise provided by law).	Fri(1)	The management of the activities of a limited partnership is carried out by general partners. The highest governing body is the meeting of general partners	General partners are liable with all their property CT is not liable for the property obligations of depositors
3. limited liability company	One or more individuals/legal entities. But no more than 50 participants.	The authorized capital is made up of the nominal value of the shares of its participants and determines minimum size his property guaranteeing the interests of his creditors	current (operational) management in the company (as opposed to partnerships) is transferred to the executive body, which is appointed by the founders either from their own number or from among other persons. Strategic management by means of general meetings of participants.	the participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares in the authorized capital of the company. Profit is distributed among the participants in accordance with their shares in the authorized capital.
4. additional liability company	OOO (3)	OOO (3)	OOO (3)	the participants in such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company.
5. closed joint stock company	Several individuals / legal entities - shareholders. No more than 50 participants	The authorized capital of the company is made up of the nominal value of the shares of the company acquired by the shareholders. from 100 minimum wages (4,611 rubles = 1 minimum wage wage from 1.6.11) for other sources of mines - 10,000 rubles.	Management of the current activities of the company is carried out by the sole executive body company (for example, the General Director) or the sole executive body of the company and the collegial executive body of the company (for example, director and management or board). The executive bodies of the company are accountable to the general meeting of participants in the company and the board of directors (supervisory board) of the company.	The Company shall be liable for its obligations with all its property. The Company is not liable for the obligations of its shareholders. The Company has the right to pay dividends on placed shares once a year. The company is obliged to pay dividends declared on shares of each category (type).
6. open joint stock company	Several individuals / legal entities - shareholders. More than 50 participants	CJSC (5) from 1000 minimum wages for other sources of mines - 100,000 rubles.	ZAO (5)	ZAO (5)
7. production cooperative	Several individuals / legal entities - participants Number of at least 5 participants	The minimum and maximum size of a mutual fund is not established by law.	Chairman, board. The highest decision-making body is the assembly of members.	Members of a cooperative bear subsidiary liability for its obligations in the manner prescribed by its Charter. The profit of the cooperative is distributed among its members in accordance with their personal labor and (or) other participation, the size of the share contribution.
8. unitary enterprises	State or municipal disposing on the right of economic ownership.	State - not less than 5000 minimum wages, municipal - not less than 1000 minimum wages	the executive body is the sole body - director (general director). He is appointed and dismissed by the owner or by a person authorized by the owner.	Profits are taken in favor of the owner of the State or municipality. The owner of the property of a unitary enterprise (in the absence of subsidized liability), based on the right of economic management, is not liable for the obligations of the enterprise

Task 3. Five investors (A, B, C, D, E) are going to start a firm. Their contributions to the authorized capital will amount to: 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 an open joint stock company. The three main investors (A, B and C) impose certain requirements on 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 in the capital of the firm? (Answer - LLC)

Requirements for the firm's OPF	OPF	Assessment of the significance of claims by investors
JSC	Ltd	A	V	WITH
1. Shares in the enterprise must be easily transferable to other persons
2. It should be possible to attract additional financial resources on the stock exchange	14,5
3. The administrative apparatus should be as small as possible	17,5	17,5
4. The cost of registering a company should be minimal		15,5
5. If possible, the firm should not publish its financial statements		14,5
6. The firm must be able to issue bonds
Sum of significance scores		47,5

Task 4. Set the correct correspondence of concepts and definitions:

concept	Definition
1. financial and industrial group	(4) a contractual association of commercial organizations created for the purpose of coordinating their entrepreneurial activities, representing and protecting their common property interests.
2. holding	(7) a cartel-type association that provides for a special procedure for distributing profits, which first enters the "common pool", and then is distributed among the participants in a predetermined proportion
3. business group	(1) association of independent enterprises connected through the system of participation, patent-licensing agreements, financing, close industrial cooperation
4. association	(3) a set of independent economic entities - permanent partners, whose coordination goes beyond the scope of individual contracts
5. cartel	(8) economic association of industrial and commercial enterprises, banks, insurance and investment companies, scientific institutions for the purpose of conducting joint coordinated activities
6. syndicate	(6) a kind of cartel agreement that involves the sale of the products of its participants through a single marketing body created in the form of a JSC or LLC
7. pool	(2) consolidation of enterprises, the controlling stake of which is concentrated in the hands of the parent company.
8. concern	(5) an association, as a rule, of enterprises of the same industry, involving joint commercial activities, i.e., regulation of sales with the help of established quotas, commodity prices, sales conditions.

Task 5. Closed Joint Stock Company "Leader" was established by five founders, of which two are legal entities, three are individuals.

The following assets were included in the share capital:

Calculate:

the size of the authorized capital; (20 million rubles)
share of each founder in the authorized capital of 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 the shares in the authorized capital, then the answer is 25%)
number of shares held 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 par value of shares ( Total - 20 million shares, face value - 1 ruble)

Which of the founders actually owns the controlling stake? ( Third shareholder. Since he owns 40% of the common stock.)

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

According to the results of the first year of activity, the following changes occurred in the composition of the property of CJSC Leader: securities were sold at a price of 1.2 million rubles, and the cost production premises as a result of the revaluation increased to 6 million rubles. The company's annual net profit amounted to 3.6 million rubles. The General Meeting of 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 size of the authorized capital and the par value of the share. ( Authorized capital- 22.8 million rubles, par value of the share - 1.14 rubles)

Characteristics of organizational and legal forms of economic activity. Organizational and legal forms of enterprises

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