Organizational and legal form. What is the organizational and legal form of a legal entity, the concept and types of opf ​​enterprises Organizational and legal forms of activity of legal entities

There is a question that sometimes confuses company owners. This is the organizational and legal form of the company. Although, in a good way, there is nothing complicated in the OPF.

What is OPF

The organizational and legal form (OPF), or as it is sometimes called, “the form of doing business”, is a way of owning and using property (for some, disposal) fixed by the legislation of the country, and, based on this, the purpose of creating and conducting activities.

Since legal entities can be divided into commercial and non-commercial, the purposes here may differ in:

• Making a profit - for commercial;
• Public interests, education, enlightenment, etc. - for non-commercial.

Commercial legal entities, in turn, are divided into:

• Business partnerships and companies - with the right to own, use and dispose of property;
• Unitary enterprises - with the right of economic management or operational management property. They cannot manage it.

Let's take an example. The most common case of commercial legal. persons - LLC, or a limited liability company:

• Society - a type of commercial organization, namely a business entity.
• Limited liability - means that the company is liable for its obligations within the limits of its property and authorized capital. True, no one has canceled the subsidiary liability of its controlling persons.

Types of organizational and legal forms

Here it is easier to summarize everything in a table:

Commercial organizations
Partnerships	General partnerships
	Faith partnerships
Business companies	Limited liability companies
	Non-public joint-stock companies
	Public Joint Stock Companies
Unitary enterprises	Unitary enterprises based on the right of economic management
	Unitary enterprises based on the right of operational management
Other	Production cooperatives
	Peasant (farm) households (since January 1, 2010)
	Business partnerships
Non-Profit Organizations
Consumer cooperatives
Public associations	Public organizations
	social movements
	Bodies of public initiative
Political parties
Funds	Charitable foundations
	Public funds
Institutions	Federal government agency
	federal state autonomous institution
	Federal state budgetary institution
State corporations
Non-Profit Partnerships
Autonomous non-profit organizations
Communities of Indigenous Peoples
Cossack societies
Associations of legal entities (associations and unions)
Associations of peasant (farm) households
Territorial public self-governments
Associations of property owners
Horticultural, horticultural or dacha non-profit partnerships
Religious organizations
Lawyer formations	Law Office
	law office
	Law office
	law firm
	Law Firm
Notary offices	State notary offices
	Private notary offices
Without formation of a legal entity
Mutual funds
Ordinary partnerships
Individual entrepreneurs

In the modern world, people enter into a variety of relationships. They interact both directly and through various groups. In the latter case, people are united by a common interest, purpose, and tasks. Groups can be formalized or non-formalized. The latter do not imply any official registration of activity.

Formalized groups receive the status of a legal entity, branch, representative office. Their activities are regulated by the Civil Code. Let's take a look at what are forms of legal entities in the Russian Federation.

Definition

It is given in Article 48 of the Civil Code. As the norm indicates, a legal entity is an association that has certain separate property in economic management, ownership, operational management, with which it is responsible for the obligations assumed, capable of receiving and exercising property and non-property rights on its own behalf, acting as a defendant / plaintiff in court, bear the responsibilities. This formulation presents the main criteria that a formalized society must meet.

Characteristics

Any types and forms of legal entities must meet the criteria established by Article 48 of the Civil Code. These include:

1. Separate property. As stated in the norm, material assets can be in operational management, ownership or economic management. Property must be accounted for on a separate balance sheet.
2. Sharing of responsibility. Participants are not liable for the obligations of the company, and it, in turn, for their debts. Exceptions can only be established by law.
3. Participation on your own behalf in civil law relations. These include, among other things, the acquisition and implementation of non-property and property rights, the fulfillment of obligations stipulated by law.
4. The ability to protect interests by legal means. This feature indicates the company's right to be a plaintiff or a defendant.
5. The presence of a document confirming the official registration. It acts as a certificate of the established form.

Classification

The criteria for dividing associations into categories are:

1. The purpose of the activity. It may consist in making a profit, for example. Legislation allows the formation of associations for other purposes not related to entrepreneurship.
2. Organizational and legal form of a legal entity. This permitted types of enterprises established by law.
3. The nature of the relationship between the association and its members. In this case, the presence / absence of the founders' ownership of the contributions they make to the property of the company matters.

Target

Depending on the result that the subjects want to achieve, associations can be commercial or non-commercial. The activities of the latter are not related to entrepreneurship. At the same time, they can make a profit, but it is not subject to division between the participants. Accordingly, the purpose for which they are created is related to generating income. In the legal sense, the difference between these associations is only in the order of distribution of profits. Commercial legal entities are required to share the income received between the participants. The order in accordance with which the distribution of funds takes place is established by the accounting policy.

Forms of legal entities (commercial organizations)

The legislation provides for two main groups of associations:

1. Society. They are formed by pooling capital.
2. Partnerships. These businesses are created by bringing people together.
3. unitary enterprises.
4. Cooperatives.

Each group also provides for the division of enterprises. The criterion is organizational and legal form of a legal entity. This separation provides an opportunity to most effectively control the activities of economic entities in the market.

General partnership

This group provides for two. The first includes a full partnership. It recognizes such an association, the participants of which, according to the constituent agreement, conduct entrepreneurial activities on its behalf and are liable with their property for its obligations. The corresponding definition is disclosed in Article 69 of the Civil Code. There are several features that this organizational and legal form of a legal entity. This:

1. Another company or individual entrepreneur can act as full partners. At the same time, they are not entitled to become participants in another similar association or limited partnership.
2. The agreement acts as a founding document.
3. The corporate name must include the names (names) of all participants and the phrase "general partnership". Some names are allowed, to which the words "and company" are added. In this case, the phrase "full partnership" must be present.
4. The affairs of the enterprise are conducted by the participants themselves. This means that each general partner has the right to make transactions on behalf of the association. The memorandum of association may provide for a different procedure.

Faith partnership

It is also called "commandite". For this f forms of legal entities the following features are typical. Along with the main participants who conduct entrepreneurial activities on behalf of the association and are liable for the obligations of the enterprise with their property, there is one more (or several) contributors in the composition. They are called teammates. These depositors bear the risks of losses that may occur in the course of the enterprise's activities, within the limits of the amounts they have contributed. Limited partners do not participate in the work of the partnership. In other aspects legal status this one is identical to the status of a general partnership.

OOO

Legislation also provides for such as society. One of them is LLC. This is characterized by the following features:

1. An association is established by one or more entities.
2. When created, the authorized capital is formed. It is divided into shares. Their value is determined founding documents.
3. Members are not liable for the obligations of the association. However, they bear the risk of financial losses associated with the operation of the enterprise, as part of the value of their contributions.
4. The number of participants must not exceed 50.

The constituent documents are the charter and the contract. The corporate name of the association must contain an indication of the organizational and legal form.

ODO

This one has some specifics. An ALC is created in the same way as an LLC - by one or more entities. In the first case, however, the participants bear subsidiary liability for the obligations of the association jointly and severally with their property in an amount that is a multiple of the value of the contributions. Otherwise, the legal status of an ALC is identical to the status of an LLC.

JSC

This is an association in which the authorized capital is divided into a certain number of shares. Participants are not liable for the obligations assumed by the company, however, they bear the risk of losses from the activities of the enterprise within the value of their securities. There is only one founding document in JSC - the charter.

JSC types

A joint stock company may be open or closed. The first has the right to carry out a public subscription to the papers that it issues. Participants, in turn, may alienate their shares without obtaining the consent of the other shareholders. JSC is obliged to annually publish a report, profit and loss account, balance sheet and other information. This information should be freely available. The maximum number of participants in an OJSC is not limited by law. CJSC has the right to distribute shares only among the founders or entities, the circle of which is determined in advance. Participants have a pre-emptive right to purchase securities of other founders.

Production cooperative

It is an association of citizens on a voluntary basis and on the basis of membership. The purpose of creating a cooperative is a joint production or other economic activity. In its implementation, the members of the cooperative personally participate in the labor or other process. When creating a cooperative, property contributions (shares) are combined. Legal entities can also act as participants, if the relevant right is enshrined in the charter production association. The number of cooperative members must not be less than 5. At the same time, the number of persons not participating in production or other economic activity, cannot exceed 25% of those performing labor duties.

Unitary enterprises

Another criterion for separating associations is form of ownership of a legal entity. The private companies have been discussed above. In practice, unitary enterprises are quite common. They can be state or municipal. This form of ownership of a legal entity assumes that the property that the association uses does not belong to it. The enterprise does not have the right to dispose of the objects, distribute it according to deposits, shares, shares, including among employees. The municipality or the state acts as the owner. The property is transferred to the enterprise for operational management or economic management.

Bodies of forms of legal entities

In an LLC, the supreme management structure is general meeting. It resolves all issues related to the activities of the association. The competence of the meeting includes the election of a collegial or sole executive body. In AO, all issues are also decided by the meeting. It elects a board of directors, which acts as a supervisory structure. In addition, the joint-stock company also has executive bodies (sole or collegiate). In a production cooperative, the management structure is a meeting of members. It elects a supervisory board (if the number of participants is more than 50), as well as executive bodies.

Other categories

Non-commercial legal entities include consumer cooperatives. They are created by citizens who have combined share contributions to realize their property and other interests. Consumer cooperatives are housing-construction, garage, dacha and other cooperatives. Another form non-commercial entities are religious and public organizations. They are created voluntarily by citizens. Individuals are united by common interests, spiritual or other non-material needs. Religious organizations are formed for joint confession, the spread of faith. Their members conduct a variety of ceremonies, training sessions. Another form of legal entity is a fund. It is not created on the basis of membership. The fund is established by legal entities or citizens who invest their money.

The association is created for the implementation of cultural, charitable, social, educational and other socially useful tasks. The only way to liquidate a fund is through the courts. Institutions are called legal entities formed by the owner to carry out functions of a non-commercial nature. They are financed by him in whole or in part. The property is transferred to the institution for operational management. Unions/associations are associations of non-profit or commercial legal entities. They ensure the coordination of the activities of enterprises and the protection of their interests. Thus, knowing General characteristics associations, the founders can choose, what form of legal entity suits them.

Legal requirements

As mandatory condition for the implementation of the activities of an association of any type acts registration of a legal entity. The form statements is unified. The completed form P11001 is submitted to the authorized authority. Before carrying out the procedure, the association must prepare:

1. Charter.
2. Establishment agreement (if there are more than 2 founders).
3. Meeting minutes or decision.
4. Receipt for payment of the fee.

In addition, you must select OKVED codes, as well as the system of taxation.

Nuances

For an LLC since 2009, the foundation agreement must contain information about:

1. Nominal value and amount of shares in the capital.
2. Date of payment of contributions by participants.

Previously, this information had to be present in the charter. She is currently excluded from it. If the legal entity intends to use the simplified tax system, then two copies of the relevant application can be attached to the set of documents (f. 1150001).

Possible difficulties in practice

In some cases, in the course of the activities of the association, it may be necessary to reorganize it. This concept is revealed in Article 57 of the Civil Code. The norm states that the reorganization can be carried out by merging, transforming, joining, separating, separating. In this case, when any of these procedures is carried out, a new association is formed. Reorganization can be carried out on the basis of the decision of the participants or the authorized body of the legal entity. Of particular interest in practice is the transformation. As Article 58 of the Code points out (clause 5), changing the form of a legal entity presupposes the preservation of the obligations and rights of the reorganized association in relation to other entities, except for participants. According to the 66th norm of the Civil Code (clause 3), which was in force before the entry into force of Federal Law No. 99, business companies can be formed as JSC, LLC, ALC. A joint-stock enterprise, in turn, can be transformed exclusively into a production cooperative or LLC. Accordingly, these changes in the form of the legal entity will be recognized as a reorganization. If JSC or PAO is used in the name instead of the abbreviation OJSC, the enterprise remains a joint-stock company. These name changes organizational form are not affected. Accordingly, they are not recognized as a reorganization.

Additionally

It should be noted that any changes must be documenting. Legislation prescribes holding meetings and making official decisions. The documents approved by the participants are submitted to the registration authority. Based on the decision, adjustments are made to the charter and other local documents. Information about all changes must be present in the registry.

Public formations

The current legislation extends the rules governing the participation of legal entities in civil relations to another category of associations. They are public entities. For their obligations, they are responsible with their own property, except for the objects assigned to the legal entities they created on the basis of operational management / households. management, as well as material assets which may be exclusively in municipal or state property. Public entities are not liable for each other's debts. It is not provided for the obligations of legal entities created by them. Exceptions are cases that are directly established by law. Liability is also provided for in situations where a public entity provides guarantees (acts as a guarantor) of another such association or legal entity. Capacity and legal capacity act as integral features of these institutions in view of their status.

Organizational legal forms organizations are determined by Chapter 4 of the Civil Code of the Russian Federation. As noted above, the legal form determines:

how the authorized capital is formed;

goals of the organization;

features of enterprise management;

distribution of profits and a number of other points.

The following organizational and legal forms of commercial organizations are distinguished:

partnership (general partnership and limited partnership);

company (limited liability company, additional liability company, Joint-Stock Company);

unitary enterprise(municipal unitary enterprise and state unitary enterprise);

production cooperative.

There are the following organizational and legal forms non-profit organizations:

consumer cooperatives;

institutions;

charitable and other foundations;

public and religious organizations;

associations or unions.

Partnerships. Business partnerships And societies are commercial organizations with the authorized (share) capital divided into shares (contributions) of the founders (participants). Partnerships are associations of individuals and (or) legal entities that come together to joint activities, the property of the partnership is formed at the expense of the contributions of the participants. A partnership can be organized as:

general partnership;

limited partnerships (partnerships in limited partnership).

General partnership- this is a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property. A general partnership is created and operates on the basis of a founding agreement. All participants have equal rights in the management of the partnership, that is, any of the participants can assume obligations on behalf of the partnership, and this obligation automatically falls on all other participants, therefore, between general partners there must be high degree trust. A feature of a full partnership is that all partners are full responsibility under the obligations of the partnership, which also applies to the personal property of the founders.

Limited partnership (limited partnership) assumes that in addition to full participants (partners), it includes one or more contributors (partners). That is, the contributors only invest in the activities of the partnership, but do not participate in its management and bear the risk of losses on the obligations of the partnership only within the limits of their contribution. If a contributor begins to interfere in the activities of such a company, then it must be reorganized into a general partnership.

The authorized capital (share capital) of any partnership is formed from the contributions of all participants. Profit (or losses) is distributed in proportion to the share of participants in the share capital, unless otherwise provided by the constituent documents.

Society. A company is a commercial organization founded by one or more persons, authorized capital which is divided into shares determined by the founding documents. It follows from this that companies, unlike partnerships, involve the pooling of capital. The participants of the company are not liable for the obligations of the company and bear the risks of losses associated with its activities, within the value of the contributions made. Society can be created in the form of:

limited liability companies;

additional liability companies;

joint stock company (open joint stock company and closed joint stock company).

Limited Liability Company (LLC). A limited liability company is a company established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their contributions.

Thus, the authorized capital of a limited liability company is formed from the contributions of the founders, and their liability is limited to their contribution. At the same time, the number of participants in an LLC should not exceed 50 people. If the number of participants in the company exceeds this established value, then either the company within a year must either be transformed into an open joint-stock company or a production cooperative, or it must reduce the number of participants, or it will be liquidated in court.

The supreme governing body of the company is the meeting of founders, which must be held at least once a year, the charter of the organization may also provide for the formation of a board of directors (supervisory board). Management of the current activities of the company is carried out by the sole executive body of the company or the sole executive body of the company and the collegial executive body of the company. The executive bodies of the company are accountable to the general meeting of participants in the company and the board of directors (supervisory board) of the company.

Net profit of the company is distributed according to the results of the reporting period in proportion to the contribution of each participant.

The activities of an LLC, in addition to the Civil Code of the Russian Federation, are regulated by the Law "On Limited Liability Companies".

Additional Liability Company (ALC). An additional liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; the participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same for all multiples of the value of their contributions, determined by the constituent documents of the company. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided for by the constituent documents of the company. That is, in a company with additional liability, it is assumed that there is additional liability of its participants for the obligations of the company. Additional liability, as a rule, is a multiple of the contribution (for example, four times, eight times the contribution, etc.). As a rule, the largest investor or foreign partner insists on additional responsibility.

The rules of the Civil Code on a limited liability company apply to an additional liability company.

Joint-Stock Company. A joint stock company is a company whose authorized capital is divided into a certain number of shares; participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. A joint stock company can be created in the form of:

open joint stock company (OJSC);

closed joint stock company (CJSC).

A joint-stock company whose members may alienate their shares without the consent of other shareholders is recognized open joint stock company. Such a joint-stock company has the right to carry out an open subscription for shares issued by it and their free sale on the terms established by law and other legal acts. An open joint stock company is obliged to annually publish for general information the annual report, balance sheet, profit and loss statement.

A joint-stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, recognized as a closed joint stock company. Such a company is not entitled to conduct an open subscription for shares issued by it or otherwise offer them for purchase to an unlimited number of persons. Shareholders of a closed joint stock company have the pre-emptive right to acquire shares sold by other shareholders of this company. The number of participants in a closed joint stock company must not exceed 50 people, otherwise it is subject to transformation into an open joint stock company within a year, and at the end of this period, liquidation by judicial procedure, if their number does not decrease to the limit established by law. In cases stipulated by the law on joint-stock companies, a closed joint-stock company may be obliged to publish to the public an annual report, a balance sheet, a profit and loss statement. Comparative characteristics CJSC and JSC is given in table. 7.

Table 7 - Comparison of OJSC and CJSC by main parameters

Parameters for comparison	Public corporation	Closed Joint Stock Company
1. Circulation of securities	Free circulation on the open securities market. Free alienation (sale) of shares is possible without the consent of other shareholders	The circle of shareholders itself is negotiated at the stage of the establishment of the CJSC. Sale of shares is possible only with the consent of all participants (shareholders). At the same time, shareholders themselves have a pre-emptive right to acquire these shares.
2. Minimum size authorized capital	1,000 minimum wage	1 00 minimum wage
3. Maximum amount participants (shareholders)	Not limited	50 people
4. The possibility of increasing the authorized capital	Since the shares are freely traded on the securities market, there is a possibility for a significant increase in the authorized capital and, therefore, the possibility of increasing the authorized capital is higher.	Since the shares will be distributed among the "old" shareholders, the possibility of increasing the authorized capital is limited by the financial capabilities of existing shareholders
5. Possibility of loss of control (controlling stake)	There is a fairly high probability of losing a controlling stake, as shares can be freely purchased on the open market	The likelihood of losing a controlling stake is low, as any change in authorized capital, additional issue of shares, resale of shares are possible only with the consent of all shareholders

The supreme governing body of a joint-stock company is the general meeting of shareholders, which must be held at least once a year. The meeting of shareholders elects the board of directors (supervisory board) and the audit commission (auditor). In turn, the board of directors elects the CEO. board of directors and CEO are the executive body and are engaged in the current management of the company, audit committee controls their activities. Distribution of profit in a joint-stock company is carried out in the form of payment of dividends on shares.

Activities of joint-stock companies in addition to the Civil Code Russian Federation regulated by the Law "On Joint Stock Companies". Also, the Civil Code of the Russian Federation distinguishes the concepts subsidiary and dependent company. A company is recognized as a subsidiary if another (main) economic company (partnership), by virtue of its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise, has the ability to determine decisions made by such a company. Essentially, more than 50% of the charter capital of a subsidiary is formed by another company (or partnership), whereby the latter has the ability to manage such a company. That is, such a company is an independent economic entity, an independent legal entity, but since more than 50% of its authorized capital belongs to another person, the activity of this company will be determined by another person.

At the same time, the subsidiary is not liable for the debts of the parent company (partnership). The parent company (partnership), which has the right to give the subsidiary company binding instructions for the latter, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions. The parent company (partnership) shall be deemed to have the right to give instructions to the subsidiary that are mandatory for the latter only if this right is provided for in the agreement with the subsidiary or in the charter of the subsidiary.

In case of insolvency (bankruptcy) of a subsidiary company through the fault of the main company (partnership), the latter bears subsidiary liability for its debts. Shareholders of a subsidiary company have the right to demand compensation from the main company (partnership) for losses caused through its fault to the subsidiary company. Losses are considered to be caused through the fault of the main company (partnership) only in the case when the main company (partnership) used its right and (or) opportunity in order to commit an action by the subsidiary company, knowing in advance that as a result of this, the subsidiary company will incur losses.

A company is recognized as a dependent company if the other (predominant) company has more than 20 percent of the voting shares of the first company. Another (predominant) company, having a significant share in the authorized capital, has the opportunity to participate in the management of such a company or, at least, its opinion will be taken into account when making decisions. A company that has acquired more than 20 percent of the voting shares of the company is obliged to immediately publish information about this in the manner determined by federal agency executive authority for the securities market and the federal antimonopoly body.

It should be emphasized that subsidiary and dependent companies are not separate organizational and legal forms, but only a reflection of the fact that another company may play a predominant role in the management of such companies. Otherwise, they are ordinary societies.

unitary enterprise. A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it. The property of such an organization is an indivisible whole and cannot be distributed among shares, deposits, shares, etc., including between employees - this is the principle of unitarity (indivisibility of property). The authorized capital of the enterprise is formed by the owner (state or municipal authorities) by transferring it to the enterprise.

In the form of unitary enterprises, state and municipal enterprises. The property of a state or municipal unitary enterprise is, respectively, in state or municipal ownership (which should be reflected in the corporate name of the enterprise). The size of the authorized capital of a state municipal enterprise should not be less than 5,000 minimum wages, of a municipal unitary enterprise - 1,000 minimum wages. The property is transferred by the owner to the state or municipal unitary enterprise:

on the right of economic management;

on the right of operational management.

A state or municipal unitary enterprise, to which the property belongs on the right of economic management, owns, uses and disposes of this property within the limits determined in accordance with Civil Code. Thus, the right of economic management assumes that the owner of property under economic management decides on the creation of an enterprise, determining the subject and goals of its activities, its reorganization and liquidation, appoints a director (manager) of the enterprise, exercises control over the use for its intended purpose and the safety of the property belonging to the enterprise. property. The owner has the right to receive a part of the profit from the use of property under the economic management of the enterprise. The enterprise is not entitled to sell property belonging to it on the right of economic management real estate, rent it out, give it as a pledge, make a contribution to the authorized (reserve) capital of business companies and partnerships, or otherwise dispose of this property without the consent of the owner.

On the basis of the right of operational management on the basis of a state or municipal enterprise, state enterprises(that is, a state-owned enterprise is a unitary enterprise created on the basis of the right of operational management). In relation to the property assigned to it, a state-owned enterprise exercises, within the limits established by law, in accordance with the objectives of its activity, the tasks of the owner and the purpose of the property, the right to own, use and dispose of it. The owner of property assigned to a state-owned enterprise has the right to seize excess, unused or misused property and dispose of it at his own discretion.

In general, it can be said that the right of operational management implies tighter control over the use of property - property is used in accordance with the goals determined by the owner.

It should also be noted that a unitary enterprise, in addition to property assigned to it on the right of economic management or on the right of operational management by the owner, can form property at the expense of income from its activities.

In the management structure, one can single out the fact that the head of such an enterprise is appointed by the owner of the property (or a person authorized by him); The head of the enterprise is accountable to the owner. The procedure for distributing the profit of a unitary enterprise is determined by the owner. As a rule, the owner has the right to receive a part of the net profit.

The activities of unitary enterprises, in addition to the Civil Code of the Russian Federation, are regulated by the Law "On State and Municipal Unitary Enterprises".

Production cooperative. A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and association of property share contributions by its members (participants). Participation in a production cooperative of legal entities is also allowed. The number of members of the cooperative must be at least 5.

Authorized capital production capital formed by contributions. The highest governing body is the meeting of participants. If the number of participants exceeds 50 people, then a supervisory board can be created. The executive body of management is the board and its chairman.

Profit production cooperative distributed among its members in proportion to their labor participation, unless otherwise provided by the charter. By decision of the general meeting of members of the cooperative, part of the profit of the cooperative may be distributed among its employees.

The activities of production cooperatives, in addition to the Civil Code of the Russian Federation, are regulated by the Law “On Production Cooperatives” and the Law “On Agricultural Cooperation”.

IN market economy one part of the national economy of the country belongs to citizens on the right of private property and is managed by them either individually or collectively, and the other part of the national economy is managed by government-established or local authorities power organizations. This predetermines a significant variety of organizational and legal forms of enterprises that have both certain advantages and disadvantages, which ultimately determine the existing last years trends in their structure (Table 1.1).

In accordance with the Civil Code of the Russian Federation, on the territory of Russia, commercial enterprises in the form of business partnerships and companies, production cooperatives and unitary enterprises.

Business partnerships and companies are commercial organizations with an authorized (share) capital divided into shares (contributions) of founders (participants). The property created at the expense of the contributions of the founders, as well as acquired and produced in the course of the activity of the partnership or company, belongs to it by the right of ownership. Business partnerships and companies have many features in common, but their main difference is that a partnership is an association individuals, and society is an association of capitals.

Business partnerships - can be created in the form of a general partnership and a limited partnership (limited partnership). The main document defining the principles of activity of a business partnership is the memorandum of association. A contribution to the property of a business partnership may be money, securities, other things or property rights, or other rights having a monetary value.

Members of a business partnership have the right to participate in managing the affairs of the partnership, to take part in the activities of the partnership. The profit received is divided between the co-owners in proportion to the shares in the share capital. In the event of liquidation of the partnership, its participants receive part of the property remaining after settlements with creditors.

Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and (or) commercial organizations.

IN full partnership all participants are equal in their rights and obligations in the affairs of the enterprise created by them. If they fail, they risk their own property. General partners jointly and severally bear subsidiary liability. Joint and several liability means that everyone is responsible, regardless of who is sued. Subsidiary liability means that if the property of the partnership is not enough to pay off debts, the partners are liable with their personal property in proportion to the contributions. In practice Russian entrepreneurship full partnership is almost never found. This form is unpopular with entrepreneurs because it does not set limits on their liability for the partnership's debts. At the same time, the state does not provide any privileges for partnerships.

partnership in faith (limited partnership) is a partnership in which, along with participants carrying out entrepreneurial activities on behalf of the partnership and liable for the obligations of the partnership with their property (general partners), there are one or more participants - investors (limited partners) who bear the risk of losses associated with the activity partnerships, within the limits of the amounts of contributions made by them and do not take part in the implementation by the partnership entrepreneurial activity. Contributors are entitled to a share of the profits in proportion to their contribution.

There are tax and credit benefits for partnerships abroad. They are widespread in the agricultural sector, the service sector (legal, audit, consulting, medical, etc.), in trade, and public catering.

Business companies may be established in the form of a joint-stock company, a limited liability company or an additional liability company.

A limited liability company (LLC) is a company established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their contributions.

The supreme body of a limited liability company is the general meeting of its members. For the current management of the company's activities, a executive agency, which may also be elected from outside its members.

A limited liability company is a type of capital pooling that does not require the mandatory personal participation of its members in the affairs of the company.

An additional liability company (ALC) differs from a limited liability company in that its members are liable for the obligations of the company with their property in an amount that is a multiple of the value of their contributions. In case of bankruptcy of one of the participants, its liability is distributed among the other participants. The difference between an ALC and a general partnership is that the amount of liability is limited (for example, by three times the amount of the contribution).

All of the above organizational and economic forms are typical for small enterprises. Large-scale industries require a different form of attracting capital, which would ensure the stable functioning of society. In most countries of the world, such enterprises are created in the form of a joint-stock company.

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

A joint-stock company can be created open And closed type. A joint stock company whose members may alienate their shares without the consent of other shareholders is recognized as an open joint stock company (JSC). A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons is recognized as a closed joint stock company (CJSC).

Table 1.1.

The authorized capital of a joint-stock company is made up of the nominal value of the shares of the company acquired by the shareholders. The shareholders cannot directly control the operations of the JSC. They elect a board of directors that manages the business activities of the JSC in order to generate profits for the benefit of the shareholders. Earnings per share is called dividend. The supreme governing body of a JSC is the general meeting of its shareholders.

Joint-stock companies appeared in Russia at the beginning of the 18th century. and, according to statistics, by 1911 the total number of joint-stock enterprises in industry and transport alone was 821. At the end of 1917 and the beginning of 1918, the development of joint-stock companies stopped, but since 1920 (with the introduction of the New Economic Policy), growth began again their number, and at the beginning of 1925 there were over 150 of them. The most important area was trade and commercial and industrial activity. In the late 1920s - early 1930s. joint-stock companies were liquidated or transformed into state associations. Only two joint-stock enterprises survived: Bank foreign trade USSR (created in 1924) and the All-Union Joint-Stock Company "Intourist" (organized in 1929). In 1973, the Ingosstrakh Insurance Joint Stock Company of the USSR was established.

Production cooperatives - these are voluntary associations of citizens for joint production or economic activities, based on the personal labor participation of members of the cooperative and the association of their property shares.

The main difference between a production cooperative and partnerships and societies is that it is based on a voluntary association of individuals - citizens who are not individual entrepreneurs, but participate in the activities of the cooperative through personal labor. Accordingly, each member of the cooperative has one vote in managing its affairs, regardless of the size of its property contribution. The profit received in the cooperative is distributed taking into account labor participation cooperative members. There must be at least five members of the cooperative.

IN modern conditions in agriculture of the Russian Federation have been widely developed peasant (farm) households (hereinafter - K(F)X). According to the Federal Law of June 11, 2003 No. 74-FZ "On a Peasant (Farm) Economy", the right to create a K (F) X have capable citizens of the Russian Federation, foreign citizens and stateless persons.

K (F) X is an association of citizens related by kinship and (or) property, having property in common ownership and jointly carrying out production and other economic activities (production, processing, storage, transportation and sale of agricultural products), based on their personal participation . Members of K(F)X can be:

• - spouses, their parents, children, brothers, sisters, grandchildren, as well as grandparents of each of the spouses, but not more than from three families. Children, grandchildren, brothers and sisters of members of the farm may be accepted as members of the farm when they reach the age of sixteen;
• - citizens who are not related to the head of the farm.

The maximum number of such citizens cannot exceed five people.

K(F)X is considered to be created from the day of its state registration OK, established by law Russian Federation. State registration of K (F) X is carried out in the manner established for the state registration of individuals as individual entrepreneurs. It should be noted that according to the Federal Law of December 25, 2012 No. 263-FZ "On Amendments to Article 23 of the Federal Law "On Peasant (Farming) Farming" for the period until January 1, 2021, K (F) Kh created as legal entities in accordance with the previous Law of the RSFSR dated November 22, 1990 No. 348-1 "On Peasant (Farming) Enterprises". After this period, they must undergo re-registration, choosing a suitable organizational and legal form for themselves.

The loss of the status of a legal entity by farmers is fraught with some problems. Thus, the farms, which currently have the status of a legal entity, will be liquidated if they do not go through the re-registration procedure and are not assigned a different organizational and legal status. At the same time, farmers who have secured the status of individual entrepreneurs (IP) should be prepared for a number of problems - there will be difficulties with the transfer of their farm in case of old age, disability or illness, since the legislation does not provide for the procedure for transferring IP by inheritance. The owner will have to close his farm, after which his successor can open a new farm by re-registering it. In addition to the need for additional costs, this violates the principle of succession in the transfer of property from one generation to another. In addition, the owner of the farm, who is in the status of an individual entrepreneur, is liable for obligations with all his property, including personal. At the same time, the head and members of the K(F)X, having the status of a legal entity, are liable for obligations solely with their shares in this economy.

C(F)X must keep accounting records of their property, liabilities and business transactions in accordance with federal law dated December 6, 2011 No. 402-FZ "On Accounting". Recognition of income and expenses is carried out on a cash basis. Depending on the volume of accounting work, the head of the peasant farm may:

• - Establish an accounting department structural subdivision with the chief accountant at the head;
• - introduce the position of an accountant;
• - transfer on a contractual basis the accounting of centralized accounting, specialized organization, an accountant-specialist;
• - personal accounting.

When conducting accounting in a K(F)X, the following requirement must be observed: the property owned by the KFH is accounted separately from the property of the family household, as well as other legal entities owned by the KFH. Accounting should reflect only those operations that are related to the activities of K (F) X as a separate economic legal unit.

• - keep accounting records without using double entry;
• - apply the method of double entry in accounting;
• - switch to a simplified system of organization and be exempted from the obligation to maintain accounting records in accordance with Chapter 26.2 of the Tax Code of the Russian Federation (hereinafter referred to as the Tax Code of the Russian Federation);
• - carry out activities without forming a legal entity and keep accounting records in accordance with the Procedure for Accounting for Income and Expenses and Business Transactions for Individual Entrepreneurs, which was approved by a joint order of the Ministry of Finance of Russia and the Ministry of Taxes of Russia of the Russian Federation of August 13, 2002 No. 86n / BG-3-04 / 430 .

In the shape of unitary enterprises only state and municipal enterprises can be created. A unitary enterprise has a number of features:

• 1) the founder remains the owner of the property, i.e. state; the property of a unitary enterprise is indivisible, i.e. under no circumstances can it be distributed among deposits, shares, shares, including between employees of a unitary enterprise;
• 2) the enterprise is headed by a sole manager who is appointed by the owner of the property.

Unitary enterprises are divided into two categories: unitary enterprises based on the right of economic management; unitary enterprises based on the right of operational management. The right of economic management is the right of an enterprise to own, use and dispose of the owner's property within the limits established by law or other legal acts. The right of operational management is the right of an enterprise to own, use and dispose of the property of the owner assigned to it within the limits, established by law, in accordance with the objectives of its activities, the tasks of the owner and the purpose of the property.

The right of economic management is wider than the right of operational management, that is, an enterprise operating on the basis of the right of economic management has greater independence in management. Despite some restrictions on the disposal of property, a unitary enterprise has great rights in the field of production and economic activities.

In table. 1.2 and 1.3 shows the characteristics of each organizational and legal form of commercial organizations on various grounds.

The changes that have taken place in recent years in the structure of domestic agricultural organizations of various organizational and legal forms are presented in Table. 1.4.

According to the theory of organization, all types of economic entities are organizations that have common characteristics, operate according to uniform market laws and in a single legal field, they carry out a similar organizational and economic process of economic activity (Fig. 1.1), the main provisions of which are as follows:

• 1) an enterprise is a complex organization, a group of people whose activities are consciously coordinated to achieve the goal;
• 2) the activity of the enterprise determines the availability of resources, their quantity and quality (land resources, capital, work force, technology);
• 3) there is dependence on the external environment;
• 4) production efficiency is associated with the horizontal division (specialization) of labor - the division of all work into its constituent components: marketing, production, scientific and technical development, logistics, financial management and accounting, personnel management;
• 5) the need for a horizontal division of labor leads to the formation of various units - smaller organizations;
• 6) the need to harmonize and coordinate the main actions leads to the creation of management levels - the vertical division of labor.

Table 1.2.

Table 1.3.

* The founder of the enterprise approves and appoints its head, who is accountable to the founder.

Table 1.4.

Rice. 1.1.

In modern conditions, new trends have appeared in organization theory:

• 1) increased attention to the material and technological base of modern production and the provision of services. This is due to the increasing role of labor productivity and product quality in competition, which predetermines the need innovative development production;
• 2) implementation various forms democratization of management, the participation of ordinary workers in profits, the implementation of managerial functions, property;
• 3) activation international competition, expansion of production cooperation, development transnational corporations etc.