Organizations as subjects of commercial activity. Commercial organizations as subjects of entrepreneurial activity

Commercial organizations as subjects of business law: concept and types.

A commercial organization is a legal entity pursuing profit-making as the main goal of its activities, in contrast to a non-profit organization, which does not have the goal of making a profit and does not distribute the received profit among the participants

The main features of a commercial organization:

The purpose of the activity is to make a profit;

Organizational and legal form clearly defined in the law;

Distribution of profits between the participants of the legal entity.

Also, commercial organizations have all the features inherent in a legal entity: They have separate property on the basis of property rights, economic management or operational management, other property rights; the property can be rented; They are responsible for their obligations with the property they own; Acquire and exercise on their own behalf property and non-property rights; have responsibilities;

They can be a plaintiff and a defendant in court.

The types of commercial organizations are defined by Part 2 of Art. 50 of the Civil Code of the Russian Federation: Legal entities that are commercial organizations can be created in the organizational and legal forms of business partnerships and societies, peasant (farmer) enterprises, economic partnerships, production cooperatives, state and municipal unitary enterprises.

Members of a commercial organization have the right to participate in management.

Receive information about their activities.

Receive profit in proportion to the contribution.

Receive property after liquidation.

The procedure for creating a commercial organization

1. Determination of the composition of founders, holding a general meeting of founders.

(different requirements for the competence and status of the institution, depending on the organizational and legal form) Restriction for the state. Employees.

2. Choice of organizational and legal form (with the exception of restrictions) Auditors are not OJSC.

1. The number and status of the institution.

2. Profile of activity.

3. Sources of capital.

4. The structure of relations both between founders and between management bodies.

5. A measure of labor and other personal participation.

6. Ability to control other commercial organizations.

7. Measures of responsibility of founders.

3. Registration of constituent documents.

Memorandum of Association (Business Partnership) - documents that are concluded by the founders of the legal entity. Persons in simple writing, by drawing up a single document, indicating in it the place and date of the conclusion of the contract, and in the same place the period of its validity, signed by the participants personally.

Charter (JSC, LLC, Production cooperative, state. Municipal. Enterprise) - documents establish the legal status of the organization.

4. Development of the name of a commercial organization - individualization in economic circulation. Mandatory indication of the organizational and legal form. Legal regime of objects of foreign communities. Sometimes the use of certain words (for example, Bank)

5. Determination of the location of the organization (indicated in the constituent documents) - the location of the main governing body of a legal entity permanently operating.

6. Formation of the authorized (share) capital, authorized share fund (at the time of state registration for ... .. not less than 50% - capital, 10% - share contribution in a production cooperative)

7. State registration of legal entities. Persons in the manner prescribed by law.

Registration with the tax authority, state Social funds.

Seals. Registration with statistics authorities.

Opening a current account.

The creation of a subject of entrepreneurial law is a process of committing legally significant actions and the adoption of appropriate acts aimed at giving a person the status of a subject of entrepreneurial law.

Traditionally, there are four ways to create subjects of business law.

1. The founding and administrative method provides that the basis for the establishment of a legal entity is the order of the relevant state or municipal body (decisions of the Government of the Russian Federation, bodies of the subjects of the Russian Federation and local self-government). This method is used when creating state and municipal unitary enterprises. The functions of the owner for the creation of such enterprises are entrusted to the relevant federal executive bodies, executive bodies of the constituent entities of the Russian Federation and the relevant local government bodies.

2. The constituent method is used when creating commercial organizations with one participant (for example, business companies), as well as when legitimizing individual entrepreneurial activities.

3. The contractual-constituent method is used when creating commercial organizations with more than one founders (business partnerships, business companies, production cooperative).

4. The permissive-constituent method provides for the need to obtain permission from a state body to create a commercial organization (for example, on the basis of Art. 17 of the RSFSR Law "On Competition and Restriction of Monopolistic Activity in Commodity Markets", in some cases, it is necessary to obtain permission from the antimonopoly body).

Types and procedure for the reorganization of a commercial

The organization

Reorganization of a legal entity (merger, acquisition, division, separation, transformation) can be carried out by decision of its founders (participants) or the body of the legal entity authorized by the constituent document.

Reorganization of a legal entity with a simultaneous combination of its various forms is allowed.

Reorganization with the participation of two or more legal entities, including those created in different organizational and legal forms, is allowed, if this Code or another law provides for the possibility of transforming a legal entity of one of such organizational and legal forms into a legal entity of another of such organizational and legal forms.

Reorganization is a set of legally significant actions of founders of legal entities and state. Bodies aimed at the implementation of the transfer of rights and obligations of legal entities. Persons to other legal entities. Persons in the order of succession, as well as the commission by authorized state bodies of acts of state. Registration of creation and liquidation of legal entities. Persons changing their constituent documents. Regulated by the Civil Code.

Types (forms):

1. Merger: In the event of a merger of legal entities, the rights and obligations of each of them are transferred to the newly formed legal entity in accordance with the deed of transfer.

2. Affiliation: When a legal entity joins another legal entity, the rights and obligations of the affiliated legal entity are transferred to the latter in accordance with the deed of transfer.

3. Division: When a legal entity is divided, its rights and obligations are transferred to the newly emerged legal entities in accordance with the deed of transfer.

4. Separation: When one or several legal entities are separated from the structure of a legal entity, the rights and obligations of the reorganized legal entity are transferred to each of them in accordance with the deed of transfer.

5. Transformation: When a legal entity of one organizational and legal form is transformed into a legal entity of another organizational and legal form, the rights and obligations of the reorganized legal entity in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants), the change of which is caused by the reorganization ...

6. Depending on the entity that made the decision to reorganize the legal entity. Persons:

1. Voluntary (the decision is made by the founders)

2. Compulsory (in cases stipulated by law, in case of violation of publicity, an external manager is appointed)

Reorganization procedure:

1. Consent of state bodies (merger, accession if the transaction of total assets is more than 30 million rubles)

2. Written notification of creditors (may require early repayment of the performance of the obligation or termination of the obligation and compensation for losses)

3. Ensuring the rights of creditors (the deed of transfer must contain information about the succession, if the deed of transfer does not determine the successor - joint liability)

4. Adoption of a decision on reorganization, approval of the deed of transfer

5. State registration of newly formed legal entities.

6. A legal entity is considered reorganized from the moment of state registration of changes in the Unified State Register of Legal Entities.

1. The deed of transfer must contain provisions on succession for all the obligations of the reorganized legal entity in relation to all of its creditors and debtors, including obligations contested by the parties, as well as the procedure for determining succession in connection with a change in the type, composition, value of property, the emergence, change, termination the rights and obligations of the reorganized legal entity that may occur after the date on which the deed of transfer is drawn up.

2. The deed of transfer is approved by the founders (participants) of the legal entity or the body that made the decision to reorganize the legal entity, and is submitted together with the constituent documents for state registration of legal entities created as a result of the reorganization, or amendments to the constituent documents of existing legal entities.

Failure to submit a deed of transfer together with the constituent documents, the absence in it of provisions on legal succession for all the obligations of the reorganized legal entity entails a refusal in state registration of legal entities created as a result of the reorganization.

Legal entity concept? Types of legal entity? Commercial organizations? Organizational and legal form of a legal entity? Full partnership? Fellowship of Faith? Peasant (farm) economy? Business partnership? Limited Liability Company? Additional liability company? Joint-stock company? Types of joint stock company? Production cooperative? Unitary enterprises? Business associations? Holding? Subsidiary

Legal entities as participants in entrepreneurial activity

A citizen has the right to carry out entrepreneurial activities not only individually without forming a legal entity, but also by creating a legal entity.

Legal entities include organizations that own, manage or operate separate property and are responsible for their obligations with this property, can acquire and exercise property and personal non-property rights on their own behalf, bear obligations, be a plaintiff and defendant in court (Art . 48 GK).

Legal entities have property isolation. The property complex of the organization is separated (isolated) from the property of other legal entities, citizens, including those who are participants (founders) of this organization; Of the Russian Federation, its constituent entities, municipalities.

A varying degree of segregation of property is allowed. It can belong to the organization on the basis of ownership, the right of economic management and the right of operational management. Most commercial organizations (with the exception of unitary enterprises) own, use and dispose of their property as an owner. Accounting for property belonging to an organization is carried out by maintaining a balance sheet. The balance sheet is the main source of information about the financial position of a legal entity. The property of an individual entrepreneur operating without forming a legal entity is not separated from his personal property.

As a subject of business relations, a legal entity participates in turnover on its own behalf through its own bodies. The system of governing bodies of an organization depends on the organizational and legal form of a legal entity, provided by law and constituent documents. A person acting on behalf of a legal entity must act in its interests, in good faith and reasonably. It is obliged, at the request of the founders (participants) of the legal entity, to reimburse the losses caused by it to the legal entity, unless otherwise provided by law or agreement (clause 3 of article 53 of the Civil Code).

When creating an organization, its founders have the right to choose the organizational and legal form that is best suited for conducting a certain type of entrepreneurial activity and meets the goals of the founders.

In accordance with Art. 50 of the Civil Code, all legal entities are divided into two types. The basis for differentiation is the purpose of the activities carried out by the organization. Commercial legal entities have the main purpose of their activities to make a profit. Non-profit organizations are legal entities that do not pursue the goal of making a profit and do not distribute the received profit among the participants.

Commercial organizations, with the exception of unitary enterprises, are endowed with universal legal capacity. They may have the rights and bear the obligations necessary to carry out any activities not prohibited by law. Unitary enterprises and non-profit organizations may have civil rights corresponding to the objectives of the activity stipulated in the constituent documents, and bear obligations related to this activity. The legal capacity of these legal entities is recognized as special.

The draft Civil Code assumes one more differentiation of legal entities: into corporations and unitary organizations (Art. 65.1 of the Draft).

Corporations include organizations whose founders (participants, members) have the right to participate in the management of their activities (the right of membership). Legal entities whose founders do not become their participants and do not acquire membership rights in them are unitary organizations. Among the corporations are business partnerships and societies, business partnerships, production cooperatives. State and municipal enterprises are unitary commercial legal entities.

The types of organizational and legal forms of commercial organizations are established in the Civil Code; their list is exhaustive.

The organizational and legal form of a legal entity is understood as a set of legally fixed features that characterize the procedure for the formation and legal regime of an organization's property, the method of its individualization, the ratio of the rights and obligations of participants and an economic entity to the property used, and distinctive features of the internal organizational structure.

The choice of organizational and legal form depends on many factors:

• goals and activities of the future organization;
• the composition of the founders, their influence on the activities of the organization, the number of participants;
• the legal status of the participants, the amount of property rights and obligations of the participants;
• requirements for the minimum amount of "start-up" capital;
• the presence or absence of restrictions on the alienation of a share in the capital;
• control systems;
• peculiarities of taxation.

COMMERCIAL ORGANIZATION AS A SUBJECT OF BUSINESS ACTIVITY

Dzhigkaeva Fatima Zaurbekovna, applicant Sogu, teacher.

Annotation. The article examines various approaches to the concept and form of commercial organizations as subjects of entrepreneurial activity in Russia.

Key words: entrepreneurial activity, legal entity, commercial organization, form of commercial organization.

COMMERCIAL ORGANIZATION AS AN ENTREPRENEUR

Dzigkaeva Fatima Zaurbekovna, candidate degree seeker of the North-Ossetian State University, senior lecturer of Civil and Entrepreneurial Law Department.

Annotation. In article various approaches to concept and the form a commercial organization as subjects of enterprise activity in Russia are considered.

Keywords: enterprise activity, the legal body, the commercial organization, the form of the commercial organization.

According to paragraph 1 of Art. 30 and p. 1 of Art. 34 of the Constitution of the Russian Federation, the right to association, as well as the right to freely use one's abilities and property for entrepreneurial and other economic activities not prohibited by law are constitutional and inviolable rights. The exercise of these rights occurs, in particular, through the creation of organizations (including organizations pursuing profit-making as the main goal of their activities). "A legal entity is used as a legal registration of the organization being created in order to give it the necessary independence and ensure its participation in legal relations" 1.

Civil law regulates relations between persons engaged in entrepreneurial activity and registered in this capacity in accordance with the procedure established by law, by virtue of part 3, paragraph 1 of Art. 2 of the Civil Code of the Russian Federation. Entrepreneurial activity is carried out by a wide range of persons, including business partnerships and societies, production cooperatives, state and municipal unitary enterprises, holdings, branches, individual entrepreneurs and even non-profit organizations (under certain conditions), it is extremely difficult to find a generalizing category for which it is extremely difficult, therefore, combining them according to the criterion of the general nature of the activity, it was carried out quite successfully - “persons engaged in entrepreneurial activity” is a specific group of not always subjects of law, but “persons”. It is generally accepted that the dichotomous nature of the division of persons (from Lat. "Persona") into individuals and persons called "legal", i.e. such subjects of law that “do not fit the concept of an individual, whose very personality

1 Yakushev V.S. Institute of a legal entity in theory, legislation and practice // Anthology of the Ural civil law. 1925 - 1989.M .: Statut, 2001.S. 391

created only in the name of law ”2. However, in the context

h. 3 p. 1 art. 2 of the Civil Code of the Russian Federation, we believe it is possible to deviate from the specified classification of persons as subjects of law. This provision presupposes the need for two essential conditions for recognizing a person as a subject of entrepreneurial activity: 1) his entrepreneurial activity and 2) his registration as an entrepreneur. Thus, we come to the conclusion that the circle of persons engaged in entrepreneurial activity may be wider than the circle of subjects of entrepreneurial activity.

Please note that the condition for the recognition of the legal personality of such persons is not just state registration, but registration as an entrepreneur. It should be noted that, according to the current legislation of the Russian Federation, this feature is applicable only to a citizen who has the right to engage in entrepreneurial activity without forming a legal entity from the moment of state registration as an individual entrepreneur (clause 1 of article 23 of the Civil Code of the Russian Federation). As for organizations, it is hardly possible to single out some special registration of an organization as a person engaged in entrepreneurial activity, provided for by the norms of the current legislation of the Russian Federation.

It seems that the legislator, defining the range of subjects of entrepreneurial activity, had the purpose of this norm to establish, in particular, for organizations a mandatory condition for them to have the right to carry out this activity as a result of the registration of an organization created in the appropriate legal form as a legal entity. However, this conclusion is only thought of as a result of a systemic interpretation of a number of provisions of the Civil Code, but does not follow directly from the meaning of the rule of law. At the same time, in addition to legal entities created and registered in accordance with the requirements of the law, reality also gives rise to other forms of organizations that do not fit into the legal organizational forms established by law, but fully refer to "persons engaged in entrepreneurial activity." Such organizations with a complex and sometimes unclear internal structure, with a powerful concentrated economic potential carry out entrepreneurial activities without worrying about state registration, because the norms of the law allow one to be content with the registration of only individual, its essence is the constituent. The organization itself creates its essentially structural divisions (let's call them structural organizations) in the established legal forms, and the state registers such structural organizations as legal entities - subjects of law. The norms of the law are not violated, however, the current situation certainly does not correspond to the goals set by the legislator when regulating the legal status of business entities.

The concept of "persons engaged in entrepreneurial activity", not limited by the requirement of state registration, includes absolutely all social entities operating in the field of entrepreneurship, and primarily commercial organizations. Consider which of

2 Meyer D.I. Russian civil law. M .: Statute. P. 136

social formations can be attributed to commercial organizations and what is supposed to be thought of under the concept of "commercial organization".

The use of this term in the singular is not quite traditional for civil law and is not common in science and legal practice. The reason for this is the legislator's emphasis on the scope of this concept to the detriment of the content. In paragraph 2 of Art. 50 of the Civil Code of the Russian Federation indicates a closed list of possible organizational and legal forms in which legal entities that are commercial organizations can be created. The Code does not imply options for expanding this list without changing the wording of the above norm and describes each organizational and legal form in sufficient detail. It is the forms in which legal entities that are commercial organizations can be created that are the subject of detailed legal regulation. Hence the traditional use of the term "commercial organization" in the plural. The meaning of this term in legislation is more likely to reflect the essential feature (namely, the commercial nature of the activity) of a group of organizations, rather than characterizing this special type of organization and the systematic definition of its legal status.

The presence in the activity of the main target focus on making profit lies at the basis of the division of organizations into commercial and non-commercial. We emphasize that the generic term for commercial and non-commercial organizations is the concept of "organization" 3, and not "legal entity". So, "legal entities can be organizations pursuing profit as the main goal of their activities (commercial organizations) or not having profit as such a goal and not distributing the profits among the participants (non-profit organizations)." Indeed, according to the scientific doctrine and legal concept, all legal entities are organizations4. At the same time, organizations, according to the criterion of recognition of their legal personality, are divided into organizations with the status of a legal entity and organizations without the status of a legal entity; and according to the criterion of the main target orientation of the activity - to commercial organizations and non-commercial ones. Thus, the scope of the concept of "commercial organization" is not limited to the list of forms specified by the legislator, for the simple reason that this concept is not subordinate to the concept of "legal entity". In connection with the above, it seems not entirely successful to reduce the concept of "commercial

3 An organization is a deliberately coordinated social entity with defined boundaries that operates on a relatively continuous basis to achieve a common goal or goals. Milner B.Z. Organization theory. M .: Infra-M, 2000.S. 46

4 It should be noted the point of view of S.I. Arkhipov, who believes that it is possible to apply the form of a legal entity in relation to the first person of the state, a constituent entity of the Russian Federation, a municipal formation, and not only and not so much for civil law purposes, but for general legal, intersectoral purposes, and also noting the absence in theoretical terms of obstacles to legislative recognition as a legal entity of an individual entrepreneur. S.I. Arkhipov comes to the conclusion about the artificiality of the imposition of certain forms by civil legislation on persons interested in such legal isolation. See about this: S.I. Arkhipov. Subject of law. Theoretical research. SPb .: Publishing house

R. Aslanova "Legal Center Press", 2004. p. 354

organization with the status of a legal entity ", located at the intersection of the concepts of" legal entity "and" commercial organization ", to the truncated but legal term" commercial organization "5, within which only registered organizations created in the prescribed legal forms are considered in law.

The category of a commercial organization is not exclusively legal, unlike, for example, a legal entity, and therefore any researcher is free to interpret the understanding of its essence. We propose to consider the concept of a commercial organization in a broad and in a narrow sense. In the scope of the concept of a commercial organization in a broad sense, without being limited by the framework established by the Civil Code, it is proposed to consider all organizations engaged in entrepreneurial activity, with the exception of non-commercial organizations proper, which carry out entrepreneurial activities in the manner and under the conditions provided for by legislation and their constituent documents. In the scope of the concept of a commercial organization in the narrow sense, it is proposed to consider the traditional list of legal forms specified in paragraph 2 of Art. 50 of the Civil Code of the Russian Federation, namely business partnerships and companies, production cooperatives, state and municipal unitary enterprises.

Today, consideration of the legal status of a commercial organization in a broad sense, not limited by the framework of the concept of "legal entity" and the provided organizational and legal forms, is of particular interest due to its legal diversity with the concentration of the essential characteristics of the organization as a person carrying out entrepreneurial activity. The content and scope of the concept of a commercial organization in a broad sense are not defined and are subject to thorough comprehensive research, in contrast to this concept in a narrow sense, which involves the study only of its scope, due, in turn, to the boundaries of the concept of "legal entity" and proposed by the legislator organizational and legal forms.

The content of the concept of a commercial organization in a broad sense, in connection with the proposed expansion of its scope, according to the logical law of inverse relationship between the scope and content of the concept, should "deplete" in those essential features that are leveled by expanding its scope. However, the provision of paragraph 1 of Art. 50 of the Civil Code of the Russian Federation is fully consistent with the proposed scope of the concept in a broad sense: a commercial organization is an organization pursuing profit as the main goal of its activities. It seems that it would be correct to define a commercial organization in the narrow sense as an organization created in the legal organizational form established by law, providing for profit making for such an organization as the main goal of its activities, and registered in the manner prescribed by law as a legal entity.

5 One should agree with the position of I.P. Greshnikov, who notes that the formula “classification of legal entities” is an abbreviation of the formula “classification of organizations with the status of a legal entity”. See: I.P. Greshnikov. Subjects of civil law. SPb .: Yuridicheskiy tsentr Press, 2002, p. 168

The current situation, in which the scope of a concept does not coincide with its legal definition, seems unsatisfactory, since introduces legal uncertainty in the terminology used. Moreover, according to the wording of paragraph 1 of Art. 50 of the Civil Code of the Russian Federation, two types of organizations (commercial and non-commercial) “can be” legal entities, which is very similar to such a method of regulation as permission. It should be noted that the logic of the presentation of the above norm presupposes the assumption by the legislator of the existence in law of commercial organizations without the status of a legal entity. The problem of the possibility of recognition of legal personality (incomplete, truncated, limited, etc.) for such organizations is relevant to this day, since legislation fragmentarily and not systematically regulates the peculiarities of the legal status of such organizations.

Multi-entity entrepreneurial formations (referred to in the legal literature as holdings, business associations, etc.), which are nothing more than highly integrated and highly commercial organizations, operating as a single organization outside the legal forms corresponding to it, according to banal reason for their absence in the law entirely fall within the scope of the concept of a commercial organization in a broad sense. As for the legal personality of such organizations, then, with certain reservations and conventions, we consider it possible to consider them as part of business entities, agreeing with such scientists as V.S. Belykh, V.V. Laptev, I.S. Shitkin, noting in their research to one degree or another the elements of the legal personality of the aforementioned entities6. This approach is reasonable and justified when business entities (including commercial organizations in a broad sense) are considered as a complex, intersectoral concept, not limited by the framework of civil law.

The civilist approach to the problem of recognition of the organization of legal personality, in comparison with less traditional approaches, is associated with the ratio of British English, so impeccable and classical, with simplified and derived from it American. The former is becoming less and less in demand and more and more displaced by the latter, as more dynamic and practical. With all due respect to the aesthetics of private law, we have to admit that law cannot exist for the sake of law, and if it does not cope with economic reality in a certain part and slips using outdated forms, it is necessary to look at the problem from a different position, in this case - from positions of supporters of business law. And this view will reveal to us the following picture: organizations of a new type, chained in legal forms of legal entities, are legal werewolves, since the law does not offer them another fate in law. Time makes its own adjustments, and a moment comes when the previously ideal legal structures no longer reflect the essence of new phenomena, the previous legal forms do not correspond to the new economic content.

6 Belykh V.S. Business entities: concept and types // Legal status of business entities. Collection of scientific papers. Yekaterinburg: U-Factoria, 2002.S. 29; V.V. Laptev Stock law. M., 1999.S. 127; Shitkina I.S. Holdings. Legal and management aspects. M .: LLC "Gorodets-izdat", 2003. P. 23

niya. Time demands new forms, and it is pointless to resist this demand: when the law is silent, life itself gives rise to these forms, and they are certainly viable, but not always civilized.

Summarizing the above, attention should be paid to the logical chain of legal regulation of the process of the emergence of a commercial organization as a subject of law, guided by the provisions of Art. 50 of the Civil Code of the Russian Federation:

an organization pursuing profit-making as the main goal of its activity is a commercial organization;

a commercial organization (as well as a non-commercial one) can be a legal entity;

legal entities can be created in the organizational and legal forms established by law, and commercial ones - in the forms established by the Civil Code.

Without going into questions of the theory of a legal entity, we believe that it is correct and reasonable in establishing the moment of emergence of a legal entity as a subject of law to proceed not from its creation, but from the emergence as a result of registration of an organization in its chosen organizational and legal form as a legal entity. A legal entity appears as the legal status of an organization as a result of a state act of recognition of it as a subject of law. As for organizations, unlike a legal entity, they are created, and the legitimate creation of organizations is possible only in the established organizational and legal forms. The choice of the appropriate form as a model provided for and regulated by law belongs to the organization and underlies the registration of the organization as a legal entity.

Summarizing the stated arguments and the rationale for understanding commercial organizations as persons engaged in entrepreneurial activity, it should be proposed:

Consider, as a part of persons engaged in entrepreneurial activity, a circle of persons unlimited today by legal forms, including commercial organizations in a broad sense.

Consider a legal entity as the legal status of an organization, namely, the status of a subject of law that arises at the time of its registration in the legal organizational form established by law.

Consider multi-subject entrepreneurial formations (or otherwise referred to as "holdings", "business associations", etc.) as part of the scope of the concept of "commercial organization" in a broad sense.

Provide in the law the organizational and legal forms for such entrepreneurial formations and, guided by the criteria for the isolation of which as a type, establish the distinctive and characteristic features and properties of such formations.

Given the existing volume and content of legal regulation, it must be admitted that the forms proposed by the legislator do not cope with the rapidly developing reality and do not reflect the actual features of the content of actually existing commercial organizations, while, on the contrary, they purposefully distort this content, offering the choice of such organizations other that do not correspond to the existing one. content of the form. In assessing the feasibility of legal

regulation should proceed from the unconditional value of clarity, accuracy and precision in determining the legal status of persons engaged in entrepreneurial activities. This approach is the key to the transparency and conscientiousness of entrepreneurial activity in the Russian Federation demanded by the state.

Bibliography:

1. Arkhipov S.I. Subject of law. Theoretical research. St. Petersburg: R. Aslanov's Publishing House "Legal Center Press", 2004.

2. Belykh V.S. Business entities: concept and types // Legal status of business entities. Collection of scientific papers. Yekaterinburg: U-Factoria, 2002.

3. I. P. sinners. Subjects of civil law. Saint Petersburg: Legal Center Press, 2002.

4. Laptev V.V. Stock law. M., 1999.

5. Meyer D.I. Russian civil law. M .: Statute. 2001

6. Milner B.Z. Organization theory. M .: Infra-M, 2000.

7. Shitkina I.S. Holdings. Legal and management aspects. M .: LLC "Gorodets-izdat", 2003.

8. Yakushev V.S. Institute of a legal entity in theory, legislation and practice // Anthology of the Ural civil law. 1925 - 1989.M .: Statute, 2001.

REVIEW

REVIEW

to the article by F.Z. "COMMERCIAL ORGANIZATION AS

BUSINESS SUBJECT "

The article is written on a topic that is quite relevant at the moment, affecting the definition of the concept and forms of existence of entrepreneurial activity in the Russian Federation.

In the article, the author concludes that entrepreneurial activity is carried out by a wide range of persons, including business partnerships and societies, production cooperatives, state and municipal unitary enterprises, holdings. affiliates, individual entrepreneurs and even non-profit organizations (under certain conditions). In this regard, it should be noted that the legislator, defining the range of subjects of entrepreneurial activity, had the purpose of this rule to establish a mandatory condition for them to have the right to carry out this activity as a result of the registration of an organization created in the appropriate legal form as a legal entity. At the same time, the concept of "persons engaged in entrepreneurial activity", not limited by the requirement of state registration, includes absolutely all social entities operating in the field of entrepreneurship, and primarily commercial organizations.

To date, consideration of the legal status of a commercial organization in a broad sense, not limited by the framework of the concept of "legal entity" and provided for organizational and legal forms, is of particular interest due to its legal diversity with the concentration of the essential characteristics of the organization as a person. carrying out entrepreneurial activity.

The author in the article emphasizes the need to expand the interpretation of a commercial organization, based on the provisions of Art. 50 of the Civil Code of the Russian Federation: a commercial organization is an organization pursuing profit-making as the main goal of its activities.

The author examines the issue of multi-entity organizations, which in their essence are also commercial, but at the same time are not included in the list established by the legislation of Russia. Based on the results of the research, the author develops proposals for improving the current legislation of the Russian Federation in this area. For the above reasons, the article deserves close attention of a wide audience and can be recommended for publication.

Reviewer: Candidate of Legal Sciences Local Professor of the Department of Civil Law of the Vladikavkaz Institute of Management Kuhn Dukhova I.V.

According to the current Russian law, there are various organizational and legal forms of commercial organizations, depending on who owns the organization, the form of ownership is also determined. The legislation of the Russian Federation provides for the following forms of ownership: private, state, property of public organizations (associations) and mixed.

Commercial organizations are divided into three large categories: 1) organizations that bring together individual citizens (individuals); 2) organizations that combine capitals; 3) state unitary enterprises.

1) organizations uniting individual citizens (individuals) - business partnerships and production cooperatives. The Civil Code clearly divides partnerships - associations of persons requiring direct participation of the founders in their activities, companies - capital associations that do not require such participation, but involve the creation of special management bodies. Business partnerships can exist in two forms: full partnership and limited partnership (limited partnership).

V full partnership(PT) all its participants (general partners) are engaged in entrepreneurial activities on behalf of the partnership and bear full financial responsibility for its obligations. Each participant can act on behalf of the partnership, unless a different procedure is established by the memorandum of association. The profit of a full partnership is distributed among the participants, as a rule, in proportion to their shares in the contributed capital. For the obligations of a full partnership, its participants shall be jointly and severally liable with their property.

A partnership of faith, or a limited partnership (TV or KT), is a partnership in which, along with general partners, there are also contributing participants (limited partners) who do not take part in the entrepreneurial activities of the partnership and bear limited financial liability within the amount of their contributions. Essentially, TB (CT) is a complicated type of PT.

In a full partnership and limited partnership, shares of property cannot be freely assigned, all full members bear unconditional and joint liability for the liability of the organization (they are responsible with all their property).

2) organizations combining capitals - Production cooperative(PrK) n .With. voluntary association of citizens on the basis of membership for joint production or other economic activity based on their personal labor or other participation and the union of its members (participants) of property shares. The peculiarities of the PrK are the priority of the production d-ty and the personal labor participation of its members, the division of the PrK's property into shares of its members.

Joint-stock company(JSC) is a company, the authorized capital of which consists of the par value of the company's shares acquired by shareholders, and, accordingly, is divided into this number of shares, and its participants (shareholders) are materially liable within the value of the shares they hold. JSCs are divided into open and closed (JSC and JSC). OJSC participants can alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription to the issued shares and their free sale. In a closed joint-stock company, shares are distributed by private subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian legislation is limited to 50 persons.

But there is also a third, "hybrid" category - a limited liability company and an additional liability company - which simultaneously refers to organizations that unite individuals and organizations that unite capitals.

Limited liability company(LLC) is a company, the authorized capital of which is divided into shares of participants who are materially liable only within one hundred

Joint-stock company(JSC) is a company, the authorized capital of which consists of the par value of the company's shares acquired by shareholders, and, accordingly, is divided into this number of shares, and its participants (shareholders) are materially liable within the value of the shares they hold. Joint-stock companies are divided into open and closed (OJSC and CJSC). OJSC participants can alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription to the issued shares and their free sale. In a closed joint-stock company, shares are distributed by private subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian legislation is limited to 50 persons.

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

law-based(they have broader economic independence, in many ways they act like ordinary producers, and the owner of the property, as a rule, is not responsible for the obligations of such an enterprise)

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

Commercial organization - legal a person who pursues making a profit as the main goal of their activities, as opposed to a non-profit organization that does not have the goal of making a profit and does not distribute the received profit among the participants

The main features of a commercial organization

The purpose of the activity is to make a profit;

Organizational and legal form clearly defined in the law;

Distribution of profits between the participants of the legal entity.

Also, commercial organizations have all the characteristics inherent in a legal entity:

Possess separate property on the basis of property rights, economic management or operational management, other property rights; the property can be rented;

They are responsible for their obligations with the property they own;

Acquire and exercise on their own behalf property and non-property rights; bear obligations;

They can be a plaintiff and a defendant in court.

Article 50 of the Civil Code of the Russian Federation provides an exhaustive list of organizational and legal forms of commercial legal entities. This means that without changing the Civil Code by any other laws, other types of commercial legal entities cannot be introduced into civil circulation.

Classification of commercial organizations by organizational and legal form in the Russian Federation

A business partnership is a commercial organization with an authorized capital divided into shares (contributions) of founders (participants). Property created at the expense of participants' contributions, as well as produced and acquired by a business partnership or society, is in its ownership (the definition is enshrined in Art. 66 of the Civil Code of the Russian Federation). Federation).

Full partnership

Limited partnership

Peasant (farm) economy

Economical society

Joint-stock company

Public corporation

Closed joint stock company

Limited liability company

Additional liability company

Production cooperative

Unitary enterprise

Unitary enterprise on the basis of the right of economic management

Unitary enterprise on the basis of operational management

Business partnership

Classification of commercial enterprises by ownership of capital

National enterprise

Foreign company

Joint venture

Multinational enterprise

The rights of participants in commercial organizations

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Business law

Questions and Answers. On the subject of Entrepreneurial Law of Entrepreneurial Activity of the Russian Federation