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What does commercial organization mean? Scientific electronic library

1. All commercial organizations are legal entities, those. organizations that have separate property in ownership, economic management or operational management and are liable for their obligations with this property, can acquire and exercise property and personal non-property rights on their own behalf, incur obligations, be plaintiffs and defendants in court.

2. Commercial organizations, with the exception of unitary enterprises, are the owners of property, created at the expense of contributions (shares, shares) of the founders (participants), as well as produced and acquired by them in the course of their activities. In relation to such organizations, their participants have rights of obligation, which consist in the right to take part in managing the affairs of the organization, receive part of the distributed profit (dividends), receive part of the property upon liquidation of the organization after settlements with creditors (the right to a liquidation quota).

Unitary enterprises are not owners of the property assigned to them. The property of a unitary enterprise is, respectively, in state or municipal ownership and belongs to such an enterprise on the basis of the right of economic management or operational management.

3. Commercial organizations are liable for their obligations with all their property. Cases where participants (founders) bear subsidiary liability for the obligations of a commercial organization are provided for by the Civil Code of the Russian Federation and federal laws. 4. A commercial organization acts in civil circulation under its own company name, which is determined in its founding documents and is included in the Unified State Register of Legal Entities when state registration legal entity.

5. Commercial organizations for general rule, enshrined in Art. 49 of the Civil Code of the Russian Federation, have general legal capacity. This means that they may have civil rights and bear the civil obligations necessary to carry out any kind of activity not prohibited by law. In other words, commercial organizations have the right to engage in any entrepreneurial activity that is not prohibited by law. Civil legislation establishes a number of exceptions to the rule on the general legal capacity of commercial organizations:

5.1. A unitary enterprise may have civil rights corresponding to the subject and goals of its activity, provided for in the charter of this unitary enterprise, and bear obligations related to this activity.

5.2. Commercial organizations for which the law provides for special legal capacity ( credit organizations, insurance organizations, professional market participants valuable papers, commodity exchanges and some others). 5.3. The founders (participants) of such an organization themselves may determine in the constituent documents an exhaustive (complete) list of the types of activities in which the corresponding organization is entitled to engage. Thus, a commercial organization acquires not a general, but a special legal capacity.

6. Commercial organizations may have branches and representative offices, as well as subsidiaries and dependent companies.

7. Non-profit organizations may be created in the form of: public or religious organizations(associations), non-profit partnerships, institutions, autonomous non-profit organizations, social, charitable and other funds, associations and unions, in other forms provided for by federal laws.

Public association- created on the initiative of citizens uniting by virtue of common interests to meet spiritual or other non-material needs, a non-profit, voluntary, self-governing formation.

A religious association is a voluntary association of adult citizens created for the joint exercise of the right of citizens to freedom of religion, as well as for the joint confession and dissemination of faith. A religious association of at least 10 members enjoys the rights of a legal entity from the moment of state registration of its charter. Foundation - a non-profit organization created by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, cultural, educational, charitable and other socially useful goals.

Non-profit partnership- a non-profit organization based on the membership of the citizens and (or) legal entities that founded it, to promote activities inherent in the members of the partnership and not aimed at making a profit from it.

Autonomous non-profit organization - a non-profit organization created by citizens and (or) legal entities on the basis of voluntary property contributions, providing services in the field of education, healthcare, culture, science, law and other services.

Institutions are legal entities created by the owner of the property assigned to them for the implementation of managerial, socio-cultural or other functions of a non-commercial nature and financed by the owner in whole or in part.

The features of the institutions are as follows:

1) are created by the will of the owner of the property;

2) legal capacity is limited to non-commercial purposes of activity, i.e. they can engage in entrepreneurial activity only insofar as it is necessary for their statutory purposes;

3) the property belongs to the right of operational management;

4) the owner of the property has the right to seize all or part of the property;

5) the institution is liable for debts only with the funds available to it (foreclosure on the property of the institution in kind is not allowed);

6) if the financial resources of the institution are insufficient to cover its debts, the owner of the property may be held liable for subsidiary liability. Reorganization and liquidation of the institution are carried out by the decision of the owner of the property. The property remaining after satisfaction of creditors' claims is transferred to its owner.

Consumer cooperatives are legal entities formed by voluntary association citizens and (or) legal entities on the basis of membership in order to meet the material and other needs of its participants through the addition of property share contributions by its members.

8. Conditions and procedure for the establishment and state registration of legal entities.

Traditionally, there are three ways of formation of legal entities: administrative, permissive and prescribing normative. The administrative procedure involves the formation of a legal entity by virtue of a direct order government agency or a local self-government body (state and municipal unitary enterprises). In the permissive procedure, the initiative comes from the founders of a legal entity, but the consent of the relevant state or municipal authorities is required for its creation (for example, the creation of banks). The explicit normative procedure means that consent to the creation of such legal entities has already been given in regulations. After the creation of constituent documents, it is enough just to “appear” for registration. During registration, it is checked whether the formed legal entity complies with the relevant legal norms and whether the procedure for its creation has been followed. Denial of state registration on the grounds of inexpediency is not allowed (business companies and partnerships).

When creating a legal entity, constituent documents are developed (memorandum of association or charter, or both). They must define the name of the legal entity, its location, the procedure for managing its activities, etc. The subject and goals of the activity are indicated in the constituent documents of non-profit organizations and unitary enterprises. As for the constituent documents of business companies and partnerships, the subject of activity may not be indicated in them, since the latter are allowed to engage in any activity.

The memorandum of association must include an obligation to establish a legal entity, including the procedure joint activities on its creation, the conditions for the transfer of the property of the creators to the ownership of the legal entity and participation in its activities. The constituent agreement also fixes the conditions and procedure for the distribution of profits and losses between the founders (participants), the procedure for managing the activities of a legal entity, the conditions for withdrawing from the founders (participants).

Changes made to the constituent documents become effective for third parties from the moment of state registration, and in cases statutory, - from the moment of notification of the body carrying out such registration of the changes made. For a legal entity and its founders, such changes are obligatory from the moment they are made to the constituent documents.

In accordance with the Civil Code of the Russian Federation, legal entities must register with the justice authorities in the manner prescribed by the law on registration of legal entities.

8. The procedure for creating state registration of legal entities

According to regulatory documents, a legal entity is an organization that owns a number of assets that are used to pay off various obligations. Constant change market economy have given rise to a large number various companies which have a number of specific differences from each other. It is these differences that are used by experts to classify legal entities into separate groups. In this article, we propose to consider different kinds commercial organizations and discuss their key features.

A commercial organization is a legal entity that, after registering a company, pursues making profit as the main goal of its activities.

"Commercial organization" - the essence of the concept

Legal entities engaged in economic activities for the purpose of generating revenue belong to the category of entities commercial activities. According to the established procedure, this classification includes various companies, municipal and state-owned companies, production cooperatives and partnerships. It should also be noted that regulatory authorities allow the creation commercial entities to merge with other organizations. Such a merger is referred to as unions and associations of legal entities.

Each business entity owns different assets. These assets include both property and financial resources. It should be noted that property values can be both owned by the company and used on a leasehold basis. The assets of the legal entity are used to meet existing financial and debt obligations. According to the established rules, such companies have the right to use only those assets that are owned by the organization to cover debt obligations. Members of the management of such a structure have the legal right to engage in the development of their company in order to increase profits.

All profits generated are distributed according to the investment level of each member.

Commercial organization - what is it? Before proceeding to the study of this issue, you should familiarize yourself with the meaning of this structure. As mentioned above, the category of commerce includes persons who receive regular profit from their activities. Based on this, it can be assumed that main goal of such companies is an organization economic activity in order to extract financial resources c. The funds received are distributed among the participants of a particular structure, according to the level of their investments. It should be mentioned that in the current laws there is a clear description of the organizational and legal form of such structures.

The fiftieth article of the Civil Code of the Russian Federation contains a number of criteria that determine the organizational and legal forms of entities belonging to the category of commerce. This means that in order to introduce new varieties of commercial structures, the regulatory authorities need to make adjustments to the above legislative act.

The main classification of commercial organizations - by types of organizational and legal forms

Accepted activity classification

All business entities can be divided into two conditional groups. The first group includes corporations managed by founders and members of the managerial level, who have corporate rights. It is important to note that this group includes several subgroups. These subgroups include farms, partnerships and industrial societies.

The second group includes all municipal and state companies. A distinctive feature of these business entities is the lack of ownership of the assets received from the owner of the business. This means that the management team does not have corporate rights to manage the company.

As a rule, such organizations are created under close state control.

What is the difference between non-profit and commercial structures

Non-profit organizations have a number of specific differences from commercial entities. The main difference is the main goal of the company. So, commercial structures conduct economic activities in order to obtain a regular income. In addition, the direction of the subject's activity should be taken into account. As practice shows, commercial structures work for the benefit of only the founders. Non-profit companies strive to provide comfortable conditions for all participants in the structure, which is the basis for achieving the maximum level of social benefits.

In commercial organizations, all profits received by the enterprise are distributed among the members of its management. The rest of the funds go to further development firms, the development of new markets and other goals that will increase the amount of revenue. In non-profit structures, profit is most often completely absent. Speaking about the differences between commercial and non-profit organizations, one should pay special attention to the type of their activities. The first type of companies is engaged in the manufacture of commercial products and the provision of services, and the second type is engaged in the provision of social benefits to various segments of the population.

According to experts, the structures under consideration have differences in the form of employees. In the case of commercial entities, each employee of the organization receives payment for the performance of their labor obligations. Non-profit organizations, in addition to the labor of their staff, involve in the implementation various works volunteers and volunteers. The last difference between these structures is the company registration procedure itself. For registration commercial company, the owner of the company or a person representing the interests of the founders' council must apply to the tax authority. A non-profit structure is registered by the justice authorities.

A non-profit organization does not aim to make a profit and does not distribute the profits received among the participants

Types of commercial organizations

The current regulatory legal acts set out the criteria for determining all forms of commercial organizations. Let's get acquainted with the description of each type of commercial entities.

General partnerships

General partnership - a feature of this form is the presence of a share capital, which is based on the investment of members of the founders' council. All income received is divided proportionally, according to the amount of invested capital. It should be noted that all members of the partnership are jointly responsible for financial obligations. The partnership's property can be used to repay credit debts. According to experts, today this form of commerce is registered quite rarely.

Production cooperatives

This form of commercial structures is often referred to as artels. Such companies are created with the help of the association of citizens to organize a joint business. Each member of a cooperative engaged in the production of marketable products can make a personal contribution to the development of the organization, by labor participation or financial contributions. It should be noted that in this case a commercial structure can be organized by both ordinary citizens and legal entities.

In addition to production cooperatives, there are such types of organizations as:

consumer cooperative.
Insurance and credit cooperation.
Construction and economic cooperatives.

When such a company is formed, a “Charter” is created, which prescribes the level of responsibility of all its participants. According to the established rules, in order to create a cooperative, it is necessary to assemble a founding council of more than five people.

LLC (limited liability companies)

Such organizations can have either one owner or belong to the founding council. As a rule, the board of founders consists of legal and individuals. The statutory fund of such an organization consists of capital shares contributed by members of the company. It is important to note that all members of the company are not responsible for the financial and other obligations of the company. This means that only the property and assets of the company itself are used to repay loans and debt obligations. G The main distinguishing feature of such organizations is the presence of mandatory rights for each founder. According to statistics, this organizational and legal form is used by most companies operating in Russia.

Commercial organizations have all the features inherent in a legal entity

Quite often you can hear the question: is LLC a commercial or non-profit organization? According to the definition of current legal documents, this form of ownership refers to commercial structures, since the main purpose of the LLC is to make a profit. Based on this fact, we can conclude that companies belonging to this category have the right to engage in any type of business. It should be noted that in order to work in certain areas, organizations need to obtain licenses and other permits.

JSC (joint stock companies)

The considered organizational and legal form is most often used by entities belonging to the category of medium and large businesses. The entire authorized capital of such companies is divided into shares. The main distinguishing feature of such organizations is the limited liability of securities holders. To date, the following classification of joint-stock companies is used:

closed societies;
public organizations.

Each of these structures includes several subgroups. So, business partnerships are one of the varieties of public joint-stock companies (joint stock company).

State and municipal unitary enterprises

The structure under consideration has a number interesting features. The main difference of this structure is the lack of ownership of the company's property values. According to the established rules, municipal unitary enterprises have property values that are not subject to division between owners. This means that all assets and funds of the firm cannot be divided into shares or contributions. It should be emphasized that all property assets belong to the company on the rights of economic management. According to experts, the owners of such firms are liable for financial obligations solely with the company's assets.

Team partnerships

This structure is based on a savings fund created by two categories of persons: general partners and limited partners. The first group of persons carries out the economic activity itself on behalf of the entire company. It should be noted that these persons are liable for financial obligations, not only with the property assets of the company, but also with personal values. Persons acting as a contributor are liable only for the investments made. According to experts, this form of organizations is registered quite rarely.

According to the rules established by the current legislation, only private entrepreneurs and owners of organizations belong to the category of full participants. The status of contributors could be obtained by both organizations and ordinary citizens.

Commercial organization clearly defined legal form in the law

Companies with additional liability

This form of commercial activity was abolished in 2014. A distinctive feature of an ALC is the presence of one or more founders. The authorized capital of such companies is divided into several shares, the size of which is determined by the constituent documentation. All members of the founding council of such a company are financially responsible in the form of their own property values.

The main features of commercial organizations

The main feature commercial structure is an common goal economic activity aimed at extracting a stable income. The current legislation has a clear definition of all existing organizational and legal forms of such companies. All finances received by these structures are distributed among its owners.

It should be noted that all subjects of commerce have exactly the same characteristics as legal entities. This means that the owners of the company are responsible to the regulatory authorities, business partners and other persons for both their own property values and the assets of the companies. Each establish a business entity has a number of rights and obligations. This indicates that these citizens can be called up as defendants and plaintiffs in court proceedings.

Conclusions (+ video)

Experts in the field of entrepreneurship say that today, in Russia, there are more than a dozen various forms subjects of commerce, differing in internal structure. This fact indicates that every person who wants to do business on behalf of legal organization, has the legal right to choose the most appropriate form of business based on its preferences and goals.

First, let's look at how these two organizations are similar. There are few such items:

Both types of enterprises operate in a market environment, therefore, they can act as sellers, buyers, provide or consume services.
Each of the enterprises must earn finances, manage them, as well as spend and invest.
Both enterprises are obliged to cover revenues current expenses, plan for the future and, at a minimum, stay at the breakeven level.
For both organizations, bookkeeping is mandatory.

From all this, we can conclude that the commercial and the enterprise operate on the same principle. However, there is whole line points on which they differ greatly. Now let's look at the differences and find out how a for-profit organization differs from a non-profit organization.

What is the difference

Direction of activity. The main differences between enterprises are in the direction of activity. So, a commercial organization is created with the aim of making a profit, and a non-profit organization is aimed at achieving goals of a different, non-material nature.
The original purpose of the enterprise. A commercial organization seeks to increase the value of the enterprise and increase the income of owners; a company of a non-profit nature performs the work indicated in the charter, which implies the provision of services and other activities without deriving profit by the founders.
Work with profit. All proceeds in a commercial enterprise are distributed among its participants or directed to its further development. In a non-profit company, the concept of "profit" is generally absent. But there are, which are spent on specific cases and are not distributed among the participants.
Services and goods. Commercial enterprises produce goods and services of an individual orientation. The work of non-profit enterprises is aimed at social needs and the provision of public goods.
. For commercial organizations, this is the end consumer; for non-profit organizations, it is the clients and members of the firm.
Enterprise state. Work in commercial enterprises wage-earners, interns and people on . In non-profit companies labor activity is carried out not only by the people mentioned above, but also by volunteers, volunteers and the participants themselves.
Sources of finance. Commercial enterprises earn through their activities and equity participation in the capital of third-party enterprises. Non-profit organizations receive cash from funds, the state, investors, business (this applies to external income), as well as from its members, renting out premises, interest on deposits, operations in the stock market, etc. (this applies to internal income).
Organizational and legal form. According to Art. 50 of the Civil Code of the Russian Federation, commercial enterprises can operate as LLC, JSC, PJSC, production cooperative, MUP, limited partnerships, SUE or general partnership. Non-profit enterprises exist in the form of charitable and other foundations, institutions, various religious associations, consumer cooperatives and other forms permitted by law.
Legal capacity restrictions. Commercial enterprises are distinguished by universal or general legal capacity, they have civil rights and perform duties that allow them to carry out any activity that does not contradict the law of the Russian Federation. Limited legal capacity is inherent in non-profit enterprises. They have only those rights and obligations that are prescribed in the founding documentation, directly corresponding to the achievement of the goals set.
The body registering the enterprise. Registration of commercial companies tax office, for non-profit enterprises there is the Department of Justice.

A commercial organization is created with the aim of making a profit, while a non-profit organization is aimed at achieving goals of a different, non-material nature.

We have mentioned the main differences between commercial and non-profit enterprises but in reality there are more. Much depends on the specifics. There is also a narrow specificity regarding bookkeeping. For NGOs, it is much more complicated, and for this reason, their founders almost never manage to do without a professional accountant.

Everything existing organizations are divided into two main groups: commercial and non-commercial. Each of the presented forms functions on the basis of current legislation while pursuing different goals. About what a commercial organization is, the formation of its finances and the main differences from a non-profit will be discussed in the article.

The essence of a business organization

A commercial organization (CO) is a legal entity whose main purpose is to make profit and distribute it among all participants.

In addition, the CO has features inherent in legal entities:

the presence of separate property in ownership, economic management or operational management;
the possibility of renting out the property;
fulfillment of obligations on the basis of their property;
acquisition, exercise on behalf of the property of various rights;
appearing in court as a plaintiff or defendant.

Finance of a commercial organization

The finances of organizations related to commercial - this is the main link financial system. They cover most of the processes aimed at the production, distribution, use of GDP in monetary terms. There is another definition according to which the finances of enterprises are monetary or other relationships that arise in the implementation of different types entrepreneurship, as a result of the formation of personal capital, target funds, their use, further redistribution.

From an economic point of view, the finances of KOs are subject to grouping between the following persons and groups:

founders when creating an enterprise;
organizations and enterprises in the production, further sale of goods, works, services;
divisions of the enterprise - when determining sources of financing;
organization and employees;
enterprise and parent organization;
enterprise and CO;
financial state system and enterprise;
banking system and enterprise;
investment institutions and enterprises.

At the same time, the finances of KOs have the same functions as state or municipal finances - control and distribution. Both functions are closely related.

The distribution function involves the formation of initial capital, its further distribution in such a way as to take into account the interests of all business units of the organization, producers of goods and the state.

The basis of the control function is keeping records of expenses associated with the release, sale of products, control over the formation and distribution of cash funds.

The basis of financial management of commercial organizations is a certain financial mechanism, represented by the following elements:

financial planning is an indispensable condition for the existence of any enterprise. Planning is required not only when opening a CO, but also at the stage of the entire development. In the course of planning, the expected results and incomes are compared with investments, the capabilities of the enterprise are identified;
financial control over organizations, the form of ownership of which is non-state, by state authorities is carried out in terms of fulfilling obligations to tax authorities, as well as when using funds from the state budget. This occurs when KOs receive monies in the form of state aid. Types of control - audit, on-farm;
analysis of the implementation of forecasts and plans. It does not necessarily check the execution of plans. This analysis is more focused on identifying possible causes deviations of planned indicators from forecasted values.

Modern activity classification

The Civil Code of the Russian Federation defines the following forms of KO:

A business partnership is a CO in which authorized capital divided into shares among all its members. Participants are liable for the obligations of the company with their own property;
economic society - an organization where the authorized capital is divided into shares between the participants, but they are not liable for the obligations of the company with their property;
production cooperative - an enterprise uniting on a voluntary basis citizens who take collective, personal, labor or other participation in activities, making share contributions;
state or municipal unitary enterprise- an enterprise created by the state (municipal authorities). At the same time, the enterprise is not endowed with ownership rights to the property that is assigned to it.

According to Art. 50 of the Civil Code of the Russian Federation there is only a list of the above commercial organizations. Therefore, without preliminary amendments to this legal act, it will not be possible to put into circulation any other law on FGM.

What is the difference between a for-profit organization and a non-profit organization?

First, let's look briefly at the similarities between the two types of organizations.

There are not very many of them:

both types of enterprises operate in a market environment, therefore, in the course of operation, they can act as sellers of goods, works or services, their buyers;
each such enterprise must earn money resources, manage funds, invest them in different directions;
The goal of every enterprise is to ensure that income fully covers current expenses. The minimum task is the ability to work without loss;
Both organizations are required to keep accounting records.

Thus, it can be argued that the principle of operation of commercial and non-commercial organizations is identical. However, there are quite a few criteria by which they differ from each other.

difference	commercial organization	Non-profit organization
Field of activity	Created for profit	Created to achieve goals that have nothing to do with the material base
original target	Increase in own value, increase in income of all owners	Performance of the work indicated by the charter of the organization related to the provision of services without subsequent receipt of profit by persons who are members of the founders
Important line of business	Production, sale of goods, works, services	Charity
Profit distribution procedure	All profits received are subject to further distribution among the participants or are transferred for the development of the company	The concept of "profit" does not exist. Its founders operate with the definition of “target funds”, which are directed to the implementation of specific cases, while not subject to distribution among the participants
The target audience	Consumers of goods, works, services	Clients, members of the organization
Organization staff	Working personnel are accepted on conditions civil law contracts(GPA)	In addition to employees working on the terms of the GPA, the staff includes volunteers, volunteers, and the founders themselves take part in the work
Sources of income	own activity, share in the profits of third parties	Funds, government, investors, business (external income), membership fees, renting out own premises, operations in the stock markets (internal income)
Organizational and legal form	LLC, JSC, PJSC, PC (production cooperative), MUP, various partnerships	Charitable or other foundation, institution, religious association, consumer cooperative and etc.
Legal capacity restrictions	Universal or general. Possess civil law, fulfill obligations, on the basis of which it is allowed to engage in any activity, if it does not contradict the current legislation	Limited legal capacity. They have only those rights that are reflected in the statutory documents
Authority registering an enterprise	Tax office	Ministry of Justice

These are the main differences between the two types of enterprises. Another nuance is bookkeeping. Non-profit organizations have much more complicated bookkeeping, so their creators have to use the services of highly qualified accountants.

LLC in accordance with the Civil Code of the Russian Federation and the Law on Limited Liability Companies (hereinafter referred to as the Law on Limited Liability Companies) Federal Law “On Limited Liability Companies” dated February 8, 1998 No. 14-FZ (as amended on July 11, December 31, 1998, 21 March 2002) item 1. article 2. ch.1. a business company is recognized, the authorized capital of which is divided among the participants into shares of the sizes determined by the constituent documents. Its participants bear the so-called limited liability for the activities of the company, that is, they are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions. The law allows a member of a company to pay the due share in authorized capital over a period of time, not all at once.

In this case, participants who have made contributions to the charter capital of the company not in full shall be jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of its participants. This type of corporation is an invention of German lawyers, made at the end of the 19th century and caused by the requirements of a practice that showed insufficient elasticity of joint-stock companies. Members of a society have in relation to it only obligations, but not real rights to property. A member of a company may claim its property only in cases of its liquidation, upon its withdrawal from it, and in other cases when it must make settlements with it, for example, if it does not receive consent from the other members of the company to alienate a share to another participant.

LLC is a commercial organization, making profit for it is the main goal of its activity. This means that it can carry out any type of entrepreneurial activity, unlike non-profit organizations, which have the right to conduct entrepreneurial activity only insofar as it serves the achievement of the goals for which they were created. Certain types of activities, the list of which is determined by federal laws, may be carried out by a company only on the basis of a special permit (license). The types of activities subject to licensing are determined by the Federal Law “On Licensing certain types activities". Federal Law “On Licensing Certain Types of Activities” dated August 8, 2001 No. 128-FZ (as amended on March 13, 21, December 9, 2002, January 10, February 27, March 11, 26, December 23, 2003, November 2, 2004) art. 17. If the conditions for granting a special permit (license) for the implementation a certain kind activities, there is a requirement to conduct such activities as exclusive, then the company, during the period of validity of a special permit (license), has the right to engage only in such types of activities that are provided for by a special permit (license), and related activities.

An LLC is considered to be established as a legal entity from the moment of its state registration. The legal capacity of the company is terminated with its liquidation and an entry about it in the unified state register of legal entities. Unless otherwise specified in the articles of association, the company operates without a time limit. The Company shall be liable for its obligations with all its property and shall not be liable for the obligations of its members. However, there may be exceptions to this rule in certain cases.

The LLC must have a full name in Russian and a postal address at which communication is carried out with it. The location of the company, as a general rule, is determined by the place of its state registration. However, in the constituent documents it may be established that it is the place of permanent location of its management bodies or the main place of its activity. The legislator obliges the company in the full and abbreviated corporate name of the company to use the words "limited liability company" or the abbreviation LLC, respectively, and allows the use of the name of the company in any language.

The Company has a number of features that allow it to establish its place among other business partnerships and companies.

Firstly, LLC, like all business partnerships and companies, is a legal entity. The features contained in the legal definition of a legal entity (Article 48 of the Civil Code of the Russian Federation) - organizational unity, the existence of real rights to property, independent responsibility, acting in circulation, on one's own behalf, procedural legal personality, require different specification for different forms legal entity. The only point common to all legal entities is the possibility of acting outside on their own behalf.

Secondly, the lack of liability of the Company's members for the obligations of the LLC. The very name "limited liability company" is not entirely accurate. Society bears full responsibility for its obligations with all its property, and the participants do not bear any responsibility for the obligations of the Company, except as otherwise provided by law.

In accordance with the Law on Companies, an LLC may establish branches and open representative offices by decision general meeting LLC participants, adopted by a majority of at least two-thirds of the total number of votes of the LLC participants, if the need for a larger number of votes to make such a decision is not provided for by the charter of the company. Creation of LLC branches and opening of their representative offices in the territory Russian Federation are carried out in compliance with the requirements of the Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state on the territory of which branches are created or representative offices are opened, unless otherwise provided by international treaties of the Russian Federation.

An LLC may have subsidiaries and dependent economic companies with the rights of a legal entity, established in the Russian Federation in accordance with the Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state in whose territory the subsidiary or dependent economic company is created , unless otherwise provided by international treaties of the Russian Federation.

1. Members of the Company who have made contributions not in full shall be jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of the participants (clause 1, article 87 of the Civil Code of the Russian Federation; clause 1, article 2 of the Law on Companies). The subjects of liability are all participants who have not fully made the contributions provided for by the constituent documents. The participants of the company are liable to the creditors of the Company, and not to the company. At the same time, the company itself has the right to require the participant to fulfill its obligation - to make a contribution on time, in the prescribed manner and in the form in which it is provided for in the memorandum of association.
2. In accordance with paragraph 3. Art. 56 of the Civil Code of the Russian Federation and paragraph 3 of Art. 3 of the Law on Companies, if the insolvency of a legal entity is caused by its participants or other persons who have the right to give instructions binding on this legal entity or otherwise have the opportunity to determine its actions, such persons, in the event of insufficient property of the legal entity, may be assigned a subsidiary responsibility for his obligations. The meaning of the norm is a certain compensation to creditors in the event that the obligations were accepted on behalf of the Company, but the participant or other persons had the opportunity to give mandatory instructions or determine the actions of the legal entity. The following conditions are required for the imposition of subsidiary liability:

The legal basis for the ability to determine the actions of the Company is participation in the capital, providing a majority of votes compared to other participants, or the existence of an agreement on the obligation of instructions and the use of this opportunity.

3. In accordance with paragraph 2 of Art. 105 of the Civil Code of the Russian Federation and paragraph 3 of Art. 6 of the Law on Companies, the main company, which has the right to give instructions to the subsidiary that are obligatory for it, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.
4. In case of making non-monetary contributions to the authorized capital of the Company, the members of the Company and independent appraiser within three years from the date of the state registration of the Company or the corresponding changes in the Charter of the Company, jointly and severally bear subsidiary liability for its obligations in the event of insufficiency of the Company's property in the amount of overestimation of the value of non-monetary contributions (clause 2, article 15 of the Law on Societies).

Thirdly, a limited liability company is an organization that combines the property of participants. Therefore, naturally, one should turn to the question of the features of the authorized capital, that is, property. The presence of property ensures the property isolation of the company from its participants and independent responsibility. A company, already at its inception, must have a certain authorized capital, the amount of which is indicated in the constituent documents. Martemyanov V.S. Economic law. T. 1 - M., 2002. - S. 175.

The company, like other business partnerships and companies, has separate property transferred by participants and received in the course of activity, and accounted for on an independent balance sheet (clause 2, article 2 of the Law on Companies). The independent balance reflects all property rights and obligations, receipts and costs. The independent balance includes the property of branches, representative offices and separate subdivisions.

Fourthly, the authorized capital of the company is divided into a certain number of parts (shares). Shares may be equal or unequal. By payment or obligation to pay these shares in a certain amount, the right to membership in the society is acquired. The authorized capital itself consists of a set of contributions of participants.

The participant who has made a contribution loses any real rights to the contributed property, acquiring the right to claim against the company. The size of the participant's share determines the amount (volume) of the participant's obligations under the law of obligations against the company. But in addition to rights, the share also determines the size of the participant's obligations to society. Thus, the share of participation is a set of rights and obligations in a certain amount of each participant in relations with the company, that is, in a broad sense, a share is a complex of legal rights and obligations; in the narrow sense - the share of participation of the participant in the property of the company Rozenberg V.V. Limited Liability Partnership. - SPb., 1999. - S. 27. real value shares, as well as obligations to make a contribution in the amount determined by the size of the owned share in the capital. The share of participation in the form of a set of rights is a kind of counter representation, the equivalent presented in an obligation in exchange for the contribution of the participant.

Fifthly, the presence of obligations between the participants of the company. Internal relations in society consist of the relations of participants among themselves and participants with society. The fact of the existence of a memorandum of association signed by the participants implies the existence of the rights and obligations of the participants in relation to each other for the entire period of the functioning of the company.

A limited liability company, although it is based on the pooling of capital (like any business company) and does not provide for the mandatory participation of the persons creating it in the production, economic, commercial activities of the company, at the same time implies the establishment of closer corporate and economic ties between its participants and the company than, say, in a joint-stock company, which manifests itself in: special order joining a limited liability company; the restriction allowed by the Law on the admission of new persons to its composition; the possibility of redemption by the company of the share owned by the participant; the right of a participant to withdraw from the company with the payment of the actual value of his share and a number of other features characteristic of these structures. At the same time, limited liability companies are quite close to closed ones. joint-stock companies. These relations arise on the basis of a civil law contract, which is a memorandum of association, bind certain persons and have as their content the obligation to take active actions, i.e. these are typical legal obligations.

Sixth, the internal structure of society implies the need for governing bodies, the actions of which are the actions of society itself. The totality of all participants forms only the highest body of society, limited in its actions by the conditions contained in the constituent documents. Volobuev Yu.A. Limited Liability Company. - M.: "Filin", 2004. - S. 19.

An LLC, like a JSC, is a form of a commercial organization, where the status of a participant does not mean that it is mandatory and necessary to participate in the management of the company. As executive body companies may be persons who are not members of the company, and the functions of the sole executive body may be transferred to the manager of a commercial organization or individual entrepreneur(Article 42 of the Companies Act).

Seventh, a society may be established by one or more persons. However, the number of its founders cannot exceed more than fifty - the maximum number of participants established by paragraph 3 of Art. 7 of the Companies Act. In addition, a company cannot have as its sole founder (participant) another economic company consisting of one person (clause 2 of article 88 of the Civil Code, clause 2 of article 7 of the Law on Companies).

In paragraph 2 of Art. 2. The Law on Companies establishes the main provisions necessary for a company to acquire the status of a legal entity:

a) a limited liability company owns separate property, which is accounted for on an independent balance sheet. The source of its formation is, as already noted, the funds contributed by the founders (participants) of the company as a contribution to the authorized capital, as well as property acquired on other grounds provided for by law - as a result of production, economic, commercial activities, etc. (Article 218-219 of the Civil Code).

As contributions to the property of a business company in accordance with Art. 27 of the Law on Companies, monetary funds and other material values, as well as property or other rights having a monetary value. At the same time, the company may own the objects of intellectual property created by it in the course of its activities - the right to industrial designs, certain technologies, trademark and etc.

b) the company may, in its own name, acquire and exercise property and personal non-property rights and bear obligations. This is manifested in the exercise of the owner's powers to own, use and dispose of property to meet their own needs, conduct production and economic activities, for charitable and other purposes. The company can make transactions for the alienation of its own property and the acquisition of a new one (contracts of sale, exchange, donation); transfer of their property for rent or temporary use (under a loan agreement); transfer it as a pledge, make it as a contribution to the authorized capital of other business companies, etc.

These rights are freely exercised by the company, except in cases where legal restrictions. Yes, Art. 575 of the Civil Code does not allow commercial organizations to donate property to each other. Art. 690 of the Civil Code prohibits commercial organizations from transferring property for free use to a person who is the founder, participant of this organization, as well as its director, member collegiate body management or control.

The company bears obligations related to the exercise of the rights of the owner - care for the maintenance of property belonging to it (Articles 209, 210 of the Civil Code).

c) another sign of a legal entity is the right to be a plaintiff and a defendant in court. Right to judicial protection provided for by Art. 11 GK. The Company is independently liable for its obligations, except for the cases established by law.
d) the society has organizational unity, which is manifested primarily in a certain hierarchy, subordination of the governing bodies that make up its structure, and in a clear regulation of relations between its participants. Thus, a multitude of persons united in a society acts in civil circulation as one person.

Being a commercial organization, the company, in accordance with Art. 49 of the Civil Code and paragraph 2 of article 2 of the Law on Companies has general legal capacity, that is, it can have civil rights and bear civil obligations necessary to carry out any types of activities not prohibited by law. In Article 2 of the Law on Companies, along with this, it is noted that the activities of the company should not contradict the subject and goals specifically limited in the charter of the company. Such restrictions can be established in the charter by decision of either the founders (when creating a company) or the general meeting of participants (by introducing amendments and additions to the Charter), based on the goals for which the company is being created. Transactions made by a company in contradiction to the goals of activity, specifically limited in its constituent documents, are grounds for declaring them invalid by the court at the suit of this company, its founder (participant) or the state body supervising the activities of this legal entity, if it is proved that another the party to the transaction knew or obviously should have known about its illegality (Article 173 of the Civil Code).