Legal form of the company. The choice of the organizational and legal form of the enterprise

A legal entity means a legal entity that has its own property, legal address, stamped and able to answer for their actions in court. Currently, there are various organizational and legal forms of economic entities.

V general view the division into commercial and non-commercial forms... The former function with the aim of making a profit in the future, and the latter, in the course of their activities, implement social programs... Organizational and legal forms commercial enterprises are of the greatest interest, since they provide expanded reproduction. So, there are:

1. Limited and additional liability companies.
2. Joint stock companies.
3. Partnerships.
4. Production cooperatives.
5. Unitary enterprises.

The essence of any society is that its authorized capital contains components or shares that were contributed by different persons in the form of shares. A limited liability company, or LLC is attractive to investors in that the repayment of obligations to counterparties and creditors is carried out strictly within the limits of the available funds, that is, the personal property of investors is untouchable. Thus, investors risk only the amount within the limits of the deposit. additional responsibility is imposed on the members of the society. In the event of liquidation of the enterprise, the amount of debt is divided among all contributors in proportion to the amount of contributions. Moreover, the personal property of investors is also subject to collection if there is a shortage of assets at the disposal of the company.

The solution of the most important issues in society is carried out by calling a meeting, where each of its members has the right to vote. The procedure for leaving the organization depends on the pre-approved articles of association. By agreement of the majority of council members, the charter of the company may contain a note:

About the impossibility of resale or transfer of your share to third parties;

About the requirement written consent all investors for the sale of their shares or free withdrawal from society.

There are also such organizational and legal forms as They are characterized not only by a share contribution of funds, but also by the calculation of shares issued by the founders. That is, the authorized capital of a company consists of a certain number of issued shares of a specified par value. These organizational and legal forms of management are of a closed and open type. Representatives of the second type allow their shareholders to sell or donate their shares to third parties in a free manner. The CJSC pre-establishes a certain circle of shareholders, and the disposal of shares is not envisaged.

The next organizational legal form legal entity- partnerships. These are enterprises, which consist of separate shares, distributed among the founders. The partnership can be complete and in faith. Members of a full-fledged society have all the rights of a legal entity:

• lead entrepreneurial activity;
• can be defendants in court;
• are responsible for the obligations of the company with personal property.

The limited partnership includes several limited partners. These persons differ in that they are responsible for the company's debts only up to the amount invested as a share in start-up capital.

By the decision of state bodies, a unitary enterprise is formed. His characteristic feature the absence of ownership of the property is considered. Indeed, the founders can manage the enterprise, make the most important decisions and distribute profits at their own discretion, but all property and start-up capital cannot be divided into parts or shares, since it is in the power of the state.

Often, such organizational and legal forms are formed as an association of persons who strive to achieve common goals. Cooperatives are formed on the basis of share and property contributions of their members. As a rule, they are engaged in production or sales activities.

What is OPF? Each organization has its own OPF. The Civil Code of the Russian Federation and others Federal laws it was determined which OPF organizations (legal entities) can have in the Russian Federation. Haven't guessed yet? Then we answer what it is:

OPF is its legal form defined by law and enshrined in the charter of each firm or non-profit organization. The literal interpretation of the abbreviation OPF is a legal term: organizational and legal form... You can read more about what the organizational and legal form means for an organization and what types of organizational and legal forms are for commercial and non-commercial organizations in Russia, you can read below, in the paragraph Types of OPF .

Meanwhile, decoding OPF may have another meaning - economic, namely: basic production assets. What's happened"fixed assets"? In the science "Enterprise Economics", OPF is means of labor that take part in the production process for a long time and at the same time retain their natural form. The main production assets of the enterprise include: buildings, structures and structures, communication and power lines, machines, vehicles and equipment, tools, inventory, etc. (these are the main types of OPF, as the main production assets). Insofar as OPF in this context, this is an economic concept, and does not affect the main topics of our site - state registration not commercial organizations of various organizational and legal forms, those for whom it is important to obtain more complete information on the subject of the main production assets of the enterprise, we dare to send to information resource economic topics. :)

Verbatim decoding OPF does not contain a definition, what is the organizational and legal form... Oddly enough, the main acting does not contain it. Russian legislation With The Civil Code in charge of! The only, rather vague and vague explanation OPF concepts contains the All-Russian classifier of organizational and legal forms OK 028-2012. According to him, " organizational and legal form means the method of securing (forming) and using the property by the organization and the resulting legal position and the goals of entrepreneurial activity. "Well, now everything is clear, isn't it? :)

Let's try to give our own, more intelligible definition:

Organizational and legal form (OPF) is abbreviated letter abbreviation or full verbal designation type of organization, which is always located directly in front of its own (individual) name, characterizing the commercial or non-commercial orientation of the organization (in some cases, reflecting the main purpose of its activities), as well as characterizing the attribution of this organization to one of the statutory regimes for securing and using property, activities and management procedures organization.

Types of OPF

Here we will decipher in detail the OPF of organizations, while we will be guided by the same All-Russian classifier OPF.

The main types of OPF of commercial enterprises and organizations:

IE - individual entrepreneur

LLC - limited liability company

ODO - additional liability company

JSC - open joint stock company

CJSC - closed joint stock company

PC - production cooperative

KFH - peasant (farm) economy

SUE - State Unitary Enterprise

The main types of OPF of non-profit organizations (OPF NPO):

PC - consumer cooperative

OO - public organization

OD - social movement

ANO - autonomous non-profit organization

SNT - horticultural non-profit partnership

DNP - dacha non-profit partnership

HOA - homeowners' association

Of course, the whole range of organizational and legal forms is wider. Here we have deciphered the OPF of the most common types. We hope that you enjoyed this article and that you have obtained complete information on the topic " decoding OPF". If you want to clarify how the abbreviation of organizational and legal forms that are not present in the above list is deciphered or you need to find out the OPF code for the OKOPF of your organization, please look in the OPF classifier located at the following link:

With regard to the process of state registration of an NPO or a commercial organization, correct and accurate indication of the full and abbreviated name of the organizational and legal form (OPF) when preparing documents - necessary condition for its successful completion.

Sincerely,

the staff of the Center for Registration of Non-Profit Organizations of St. Petersburg and Leningrad Region

3.3. Organizational and legal forms of enterprises in the Russian Federation

Organizational and legal form Is a form of organization of entrepreneurial activity, enshrined in a legal manner. It defines the responsibility for obligations, the right to transactions on behalf of the company, the management structure and other features. economic activity enterprises. The system of organizational and legal forms used in Russia is reflected in the Civil Code of the Russian Federation, as well as in the resulting regulations... It includes two forms of entrepreneurship without forming a legal entity, seven types of commercial organizations and seven types of non-profit organizations.

Let us consider in more detail the organizational and legal forms of legal entities that are commercial organizations. Entity- an organization that has a separate property in its ownership, economic management and operational management, is responsible for its obligations with this property and can, on its own behalf, acquire and exercise property rights and bear obligations.

Commercial are called organizations that pursue profit as the main goal of their activities.

Business partnership is an association of persons directly involved in the activities of the partnership, with the joint capital divided into the shares of the founders. The founders of a partnership may be members of only one partnership.

Complete a partnership is recognized, the participants of which (general partners) are engaged in entrepreneurial activities on behalf of the partnership. In the event of a lack of property of the partnership to pay off its debts, creditors have the right to demand satisfaction of claims from the personal property of any of its participants. Therefore, the activities of the partnership are based on personal and trusting relationships of all participants, the loss of which entails the termination of the partnership. The profits and losses of the partnership are distributed among its participants in proportion to their shares in the contributed capital.

Fellowship on Faith(limited partnership) - a type of full partnership, an intermediate form between a general partnership and a limited liability company. It consists of two categories of participants:

General partners carry out entrepreneurial activities on behalf of the partnership and bear full and joint responsibility for the obligations with all property belonging to them;

Investors make contributions to the property of the partnership and bear the risk of losses associated with the activities of the partnership within the amount of contributions to the property.

Economical society unlike a partnership, it is a pooling of capital. The founders are not required to directly participate in the affairs of the company, the members of the company can simultaneously participate in property contributions in several companies.

Limited Liability Company (LLC) - an organization created by agreement between legal entities and citizens by combining their contributions in order to carry out economic activities. Compulsory personal participation of members in the affairs of the LLC is not required. The participants of the LLC are not liable for its obligations and bear the risk of losses associated with the activities of the LLC within the value of their contributions. The number of LLC participants should not be ^1 more than 50.

Additional Liability Company (ALC) - a kind of LLC, therefore all general rules LTD. The peculiarity of the ALC is that if the property of this company is insufficient to satisfy the claims of its creditors, the members of the company can be held liable, and in solidarity with each other.

Joint Stock Company (JSC)- a commercial organization, the authorized capital of which is divided into a certain number of shares; members of the JSC are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the shares they own. Open Joint Stock Company (OJSC)- a company whose members can alienate their shares without the consent of other members of the company. Such a company has the right to conduct an open subscription to the shares issued by it in the cases established by the Charter. Closed Joint Stock Company (CJSC)- a company, the shares of which are distributed only among its founders or other specific circle of persons. CJSC is not entitled to conduct an open subscription to its shares or otherwise offer them to an unlimited number of persons.

Production cooperative (artel) (PC) – voluntary association citizens for joint activities based on their personal labor or other participation and the consolidation of property shares by its members. The profit of the cooperative is distributed among its members in accordance with their labor participation unless otherwise provided by the PC charter.

Unitary enterprise - a commercial organization not endowed with ownership of the property assigned to it. The property is indivisible and cannot be distributed according to contributions (shares, shares), including among the employees of the enterprise. It is, respectively, in state or municipal ownership and is assigned to a unitary enterprise only on a limited property right (economic management or operational management).

Unitary enterprise on the right of economic management- an enterprise that is created by decision government body or local government. The property transferred to the unitary enterprise is credited to its balance sheet, and the owner does not have possession and use rights in relation to this property.

Unitary enterprise on the right of operational management- This is a federal state-owned enterprise, which is created by decision of the Government of the Russian Federation on the basis of property that is in federal ownership. State-owned enterprises are not entitled to dispose of movable and immovable property without special permission from the owner. the Russian Federation bears responsibility for the obligations of the state enterprise.

| |

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

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

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

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

Business partnerships are commercial organizations with pooled capital divided into shares. A contribution to the property of a business partnership may be money, securities, other things or property rights or other rights that have a monetary value. Business partnerships can be created in the form of a full partnership and limited partnership (limited partnership). Individual entrepreneurs and commercial organizations can be participants in general partnerships and general limited partnerships.

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

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

• 1. The name of the full partnership;
• 2. Location;
• 3. The order of its management;
• 4. Conditions on the amount and procedure for changing the shares of each of the participants in the contributed capital;
• 5. The size, composition, timing and procedure for making contributions by them;
• 6. On the responsibility of participants for violation of obligations to make contributions.

The management of the activities of a full partnership is carried out by the general agreement of all participants, but the articles of association may provide for cases when a decision is made by a majority of votes of the participants. Each participant in a full partnership has the right to act on behalf of the partnership, but if joint management of the partnership's affairs by its participants, the consent of all the participants in the partnership is required to complete each transaction.

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

A limited partnership is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for the partnership's obligations with their property, there are one or more contributing participants who bear the risk of losses associated with the activities of the partnership, within the amount of their contributions and do not take part in business activities.

A limited partnership is created and operates on the basis of a memorandum of association, which is signed by all participants in the partnership.

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

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

Limited Liability Company (LLC) is a legal entity established by one or more persons, the authorized capital of which is divided into certain shares. The LLC participants bear the risk of losses only within the limits of the value of their contributions.

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

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

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

• 1. Create a society and also determine the composition of the founders of the society;
• 2. The size of the authorized capital and the size of the share of each of the founders of the company;
• 3. The size and composition of contributions, the procedure and terms of their introduction into the charter capital of the company at its foundation;
• 4. Liability of the founders of the company for violation of the obligation to make contributions;
• 5. Conditions and procedure for distribution of profits among the founders of the company;
• 6. The composition of the bodies of the company and the procedure for the withdrawal of participants from the company. A contribution to the authorized capital can be money, securities, property rights that have a monetary value. Each founder of the company must fully contribute to the authorized capital of the company during the term. At the time of state registration of the company, the authorized capital must be paid by the founders at least half.

An additional liability company is a company founded by one or several persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. Participants of the company with additional liability jointly and severally bear subsidiary liability for its obligations with their property and the same multiple of the value of their contributions for all to the value of their contributions, established by the constituent documents of the company.

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

A joint-stock company is a commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the company's participants in relation to the joint-stock company. Shareholders are not liable for the company's obligations and incur losses associated with its activities, within the value of their shares.

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

The founders are joint stock company are citizens and legal entities who have made a decision on its establishment. Number of founders open society is not limited, and the number of founders of a closed company cannot exceed fifty people.

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

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

The rest is paid within a year after state registration. The share contributions form the cooperative's mutual fund, which determines minimum size property of the cooperative that guarantees the interests of its creditors.

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

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

A federal-owned unitary enterprise based on the right of operational management is a federal government-owned enterprise.

The state-owned enterprise in relation to the property assigned to it carries out within the limits, established by law, in accordance with the goals of its activities, the tasks of the owner and the purpose of the property, the right to own, use and dispose of it.

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

• 1. The name of the unitary enterprise with an indication of the owner of its property;
• 2. Its location;
• 3. The procedure for managing the activities of a unitary enterprise;
• 4. Subject and objectives of the enterprise;
• 5. The size of the authorized capital, the procedure and sources of its formation;
• 6. Other information related to the activities of the enterprise.

A financial and industrial group is understood as a set of legal entities acting as a parent company and subsidiaries, or having combined their tangible and intangible assets in full or in part on the basis of an agreement on the creation of a financial and industrial group for the purpose of technological or economic integration for the implementation of investment and other projects and programs, aimed at increasing competitiveness and expanding markets for goods and services, increasing production efficiency, creating new jobs.

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

The supreme governing body of a financial and industrial group is the Board of Governors of the financial and industrial group, which includes representatives of all its members. The competence of the Board of Governors of a financial and industrial group is established by an agreement on the creation of a financial and industrial group.

The Association of Entrepreneurial Organizations is an agreement between commercial organizations in order to coordinate their entrepreneurial activities, as well as represent and protect common property interests. Associations of commercial organizations are non-profit organizations, but if, by the decision of the participants, the association is entrusted with the conduct of entrepreneurial activity, such an association is transformed into a business society or partnership in the manner prescribed by the Civil Code of the Russian Federation, or it can create a business company for carrying out entrepreneurial activities or participate in such a society.

An association on a voluntary basis may unite public, other non-profit organizations and institutions. The members of the association retain their independence and the rights of a legal entity, can use its services free of charge, at their discretion, leave the association at the end of the financial year.

The supreme governing body of the association is the general meeting of its members. The executive governing body can be a collegial and sole governing body.

In a developed market economy v Lately the formation of intra-firm entrepreneurship is observed, the essence of which lies in the organization in largest companies small implementation enterprises for approbation of inventions, utility models.

Experience shows that intra-firm entrepreneurship can develop if the creative employees of the firm (individual divisions) are "provided" by the management of the firm with the following conditions that make it possible to comprehensively demonstrate their innovative nature of activity:

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

The fundamental principle is that the entrepreneur acts within the firm as the owner of his own firm, and not as hired worker... Consequently, the internal entrepreneur should be focused on the implementation of his personal idea, on the achievement of a specific end result. This approach liberates employees, heads of departments, and allows them to show entrepreneurial talent.

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

The system of organizational and legal forms of economic activity used today in Russia, introduced mainly, includes 2 forms of entrepreneurship without the formation of a legal entity, 7 types of commercial organizations and 7 types of non-profit organizations.

Business activities unincorporated can be carried out in the Russian Federation as individual citizens ( individual entrepreneurs), and within the framework of a simple partnership - an agreement on joint activities of individual entrepreneurs or commercial organizations. As the most significant features of a simple partnership, one can note the joint liability of the participants for all common obligations. Profit is distributed in proportion to the contributions made by the participants (unless otherwise provided by the contract or other agreement), which are allowed not only tangible and intangible assets, but also inseparable personal qualities participants.

Figure 1.1. Organizational and legal forms of entrepreneurship in Russia

Legal entities are divided into commercial and non-commercial.

Commercial organizations are called that pursue profit as the main goal of their activities. According to them, they include business partnerships and societies, production cooperatives, state and municipal unitary enterprises, this list is exhaustive.

Non-profit organizations are considered for which making profit is not the main goal and do not distribute it among the participants. These include consumer cooperatives, social and religious organizations, non-profit partnerships, foundations, institutions, autonomous non-profit organizations, associations and unions; this list, unlike the previous one, is open.

Let's take a closer look at commercial organizations.

1. Partnership.

A partnership is an association of persons created to carry out entrepreneurial activities. Partnerships are created when 2 or more partners decide to participate in the organization of the enterprise. An important advantage of the partnership is the ability to attract additional capital. In addition, the presence of several owners allows for specialization within the enterprise based on the knowledge and skills of each of the partners.

The disadvantages of this organizational and legal form are:

Each of the participants bears equal material responsibility regardless of the size of his contribution;

The actions of one of the partners are binding on all the others, even if they do not agree with these actions.

Partnerships are of 2 types: full and limited.

Full partnership- this is such a partnership, the participants of which (general partners), in accordance with the agreement, are engaged in entrepreneurial activities on behalf of the partnership and jointly and severally bear subsidiary liability for its obligations.

The joint stock capital is formed as a result of contributions made by the founders of the partnership. The ratio of the participants' contributions determines, as a rule, the distribution of the partnership's profits and losses, as well as the rights of the participants to receive part of the property or its value upon retirement from the partnership.

A general partnership does not have a charter; it is created and operates on the basis of a memorandum of association signed by all participants. The agreement contains information obligatory for any legal entity (name, location, procedure for joint activities of participants to create a partnership, conditions for transferring property to it and participation in its activities, procedure for managing its activities, conditions and procedure for distributing profits and losses between participants, procedure for withdrawing participants from its composition), as well as the size and composition of the contributed capital; the size and procedure for changing the shares of participants in the contributed capital; size, composition, timing and procedure for making deposits; liability of participants for violation of obligations to make contributions.

Simultaneous participation in more than one full partnership is prohibited. A participant does not have the right, without the consent of the other participants, to make transactions on his own behalf that are similar to those that constitute the subject of the partnership. By the time of registration of the partnership, each participant is obliged to make at least half of his contribution to the pooled capital (the rest is made within the terms established by the memorandum of association). In addition, each partner must participate in his activities in accordance with the memorandum of association.

Management of the activities of a full partnership carried out by common agreement of all participants; each participant has, as a rule, one vote (the memorandum of association may provide for a different procedure, as well as the possibility of making decisions by a majority vote). Each participant has the right to familiarize himself with all the documentation of the partnership, and also (if the contract does not establish another way of doing business) to act on behalf of the partnership.

The participant has the right to withdraw from the partnership established without specifying the term, having declared his intention at least 6 months in advance; if the partnership is created for a specified period, then refusal to participate in it is allowed only for a good reason. At the same time, it is possible to exclude one of the participants in court by unanimous decision of the rest of the participants. The retired participant, as a rule, is paid the cost of a part of the partnership's property, corresponding to his share in the contributed capital. The shares of the participants are inherited and transferred in the order of succession, but the entry of the heir (successor) into the partnership is carried out only with the consent of the other participants. Finally, it is possible to change the composition of partners by transferring one of the participants (with the consent of the others) his share in the pooled capital or part of it to another participant or a third party.

Due to the extremely strong interdependence of a general partnership and its participants, a number of events affecting the participants can lead to the liquidation of the partnership. For example, a participant's exit; death of a participant - an individual or liquidation of a participant - a legal entity; appeal by the creditor of any of the participants in the collection on part of the property of the partnership; opening of reorganization procedures against a participant by a court decision; bankruptcy of the participant. However, if it is stipulated by the memorandum of association or the agreement of the remaining participants, the partnership can continue its activities.

A general partnership can be liquidated by a decision of its participants, by a court decision in violation of the requirements of the law and in accordance with the bankruptcy procedure. The basis for the liquidation of a full partnership is also a decrease in the number of its participants to one (within 6 months from the date of such a decrease this participant has the right to transform the partnership into a business entity).

Limited partnership(limited partnership) – differs from the full one in that, along with general partners, it includes contributing participants (limited partners) who bear the risk of losses in connection with the activities of the partnership within the limits of the amounts of their contributions.

The basic principles of formation and functioning here are the same as for a full partnership: this applies both to the contributed capital and to the position of general partners. The Civil Code of the Russian Federation prohibits any person from being a full partner in more than one limited or full partnership. The Memorandum of Association is signed by the general partners and contains all the same information as in a full partnership, as well as data on the aggregate amount of limited partners' contributions. The management procedure is the same as in a full partnership. Limited partners do not have the right to interfere in any way in the actions of general partners in the management and conduct of the partnership's affairs, although they can, by proxy, act on its behalf.

The only duty of the limited partner is to contribute to the contributed capital. This ensures him the right to receive a part of the profit corresponding to his share in the contributed capital, as well as to familiarize himself with the annual reports and balance sheets. Limited partners have an almost unlimited right to withdraw from the partnership and receive a share. They may, regardless of the consent of other participants, transfer their share in the contributed capital or part of it to another limited partner or a third party, and the participants in the partnership have the pre-emptive right to purchase. In the event of the liquidation of the partnership, the limited partners receive their contributions from the property left after the satisfaction of the creditors' claims, first of all (the general partners participate in the distribution of only the property left after that, in proportion to their shares in the contributed capital on an equal basis with the depositors).

The liquidation of a limited partnership occurs on all grounds of liquidation of a full partnership (but in this case, the retention of at least one full partner and one investor in its composition forms a sufficient condition for the continuation of activities). An additional reason is the retirement of all investors (the possibility of converting a limited partnership into a full partnership is allowed).

2. Society.

There are 3 types of companies: limited liability companies, additional liability companies and joint stock companies.

Limited Liability Company (LLC)- a company, the authorized capital of which is divided into shares determined by the constituent documents; LLC participants are not liable for its obligations and bear the risk of losses associated with its activities, within the value of their contributions.

The authorized capital reflects the fundamental difference between business companies in general and LLCs in particular: for this type of organization, a minimum amount of property is fixed that guarantees the interests of their creditors. If at the end of the second or any subsequent financial year, the value net assets LLC will be lower than the authorized capital, the company is obliged to declare a decrease in the latter; if the specified value becomes less than the minimum specified by law, then the company is subject to liquidation. Thus, the authorized capital forms the lower permissible limit of the company's net assets, which guarantee the interests of its creditors.

The constituent agreement may not exist at all (if the company has one founder), and the charter is mandatory. These two documents have qualitatively different functions: the contract mainly fixes the relationship of the participants, and the charter - the relationship of the organization with the participants and third parties. One of the main tasks of the charter is to fix the authorized capital as a measure of the company's responsibility to third parties.

The authorized capital of an LLC, which is made up of the value of the contributions of its participants, must, according to the Law of the Russian Federation "On Limited Liability Companies", be at least 100 times the minimum wage. By the time of registration, the authorized capital must be paid at least half, the rest is payable during the first year of the company's activity.

The supreme body of the LLC is general meeting of its participants(in addition, an executive body is created to carry out the day-to-day management of the activity). The Civil Code of the Russian Federation includes the following issues within its exclusive competence:

Changing the charter, including changing the size of the authorized capital;

Formation of executive bodies and early termination of their powers:

Approval of annual reports and balances, distribution of profits and losses;

Election of the Auditing Commission;

Reorganization and liquidation of the company.

An LLC participant can sell his share (or part of it) to one or more participants. It is also possible to alienate a share or part of it to third parties, if this is not prohibited by the charter. Members of this company have a pre-emptive right to purchase (as a rule, in proportion to the size of their shares) and can exercise it within 1 month (or another period established by the participants). If the participants refuse to acquire a share, and the charter prohibits the sale of it to third parties, then the company is obliged to pay the participant its value or give him property corresponding to its value. In the latter case, the company must then either sell this share (to shareholders or third parties), or reduce its authorized capital.

A participant has the right to withdraw from the company at any time, regardless of the consent of other participants. In this case, he is paid the value of a part of the property corresponding to his share in authorized capital... Shares in the authorized capital of an LLC can be transferred by inheritance or succession.

The reorganization or liquidation of an LLC is carried out either by a decision of its participants (unanimous), or by a court decision in case of violation by the company of the requirements of the law, or as a result of bankruptcy. The basis for making these decisions may be, in particular:

Expiration of the term specified in the constituent documents;

Achievement of the goal for which the society was created;

Recognition by the court of the registration of the company as invalid;

Refusal of participants to reduce the authorized capital in case of incomplete payment during the first year of the company's activity;

Decrease in the value of net assets below the minimum allowable amount of the authorized capital at the end of the second or any subsequent year;

Refusal to transform an LLC into a JSC, if the number of its participants has exceeded the statutory limit and has not decreased to this limit during the year.

Additional liability companies.

Members of a company with additional liability are liable with all their property.

Joint stock companies.

Recognizes as a joint-stock company such a company, the authorized capital of which is divided into a certain number of shares, and its participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the shares they own.

Open JSC a company is recognized, the members of which can alienate their shares without the consent of other shareholders. V closed JSC there is no such possibility and shares are distributed among its founders or other predetermined circle of persons.

The centuries-old history of the development of this institution has developed two main areas of ensuring the rights of JSC partners to safely conduct business: property guarantees and constant control over the activities of the JSC administration, based on the appropriate system of procedures and information openness.

The authorized capital serves as a tool for ensuring property guarantees in relations with JSCs. It is made up of the par value of the shares acquired by the participants and determines the minimum size of the JSC's property that guarantees the interests of its creditors. If at the end of any financial year, starting from the second, the value of the net assets of the JSC turns out to be less than the authorized capital, the latter must be reduced by an appropriate amount. Moreover, if the specified value becomes less than the minimum allowable size of the authorized capital, such a company is subject to liquidation.

A contribution to the property of a JSC can be money, securities, other things or property rights, or other rights that have a monetary value. At the same time, in the cases provided for by law, the assessment of the participants' contributions is subject to an independent expert review. This requirement brings Russian legislation closer to the rules developed in other countries to combat unfair practices in the formation of authorized capital.

The minimum authorized capital of a JSC is 1000 times the minimum monthly wage (as of the date of submission constituent documents for registration).

JSCs can only issue registered shares.

The emergence board of directors in the management system pursues a single goal - to protect the interests of the participants in society in the context of the isolation of the management function. It is the selection of some of the participants as managers or the emergence of hired managers that can lead to a discrepancy between the direction of society's activities and the views on this issue of other participants who do not perform managerial functions. The general meeting is an ideal tool in this regard, but the more participants there are in the community, the more difficult it is to bring them all together. This contradiction is resolved by creating a special body consisting of shareholders (or their representatives), endowed with all the powers that the general meeting considers necessary not to be included in the competence of the board, but is not able to implement itself. Such a body, formed in the form of a board of directors or a supervisory board, should be in the structure of any company with a sufficiently large number of participants, regardless of its specific type.

According to the board of directors (supervisory board) is created in JSCs, including more than 50 members; this means that in JSCs with a smaller number, such a body is created at the discretion of the shareholders. The board of directors has not only control, but also administrative functions, being the supreme body of the company in the period between general meetings of shareholders. His competence includes the solution of all issues of JSC activities, except for those that are attributed to the exclusive competence general meeting.

3. Production cooperative.

Defined in the Russian Federation as a voluntary association of citizens on the basis of membership for joint economic activities based on their personal participation and the combination of property shares.

The property transferred as share contributions becomes the property of the cooperative, and part of it can form indivisible funds - after that the assets can decrease or increase without being reflected in the charter and without notifying creditors. Naturally, such uncertainty (for the latter) is compensated by the subsidiary liability of the members of the cooperative for its obligations, the size and conditions of which must be established by law and the charter.

Of the management features in production cooperative it is worth noting the principle of voting at the general meeting of participants, which is the supreme governing body: each participant has one vote, regardless of any circumstances. Executive bodies are board or chairman , or both together; if the number of participants is more than 50, a supervisory board may be created to control the activities of the executive bodies. Among the issues falling within the exclusive competence of the general meeting, in particular, is the distribution of profits and losses of the cooperative. Profit is distributed among its members in accordance with their labor participation in the same way as property in the event of its liquidation, remaining after the satisfaction of creditors' claims (this procedure can be changed by law and the charter).

A cooperative member can voluntarily withdraw from it at any time; at the same time, it is possible to exclude a participant by a decision of the general meeting. The former participant has the right to receive, after the approval of the annual balance sheet, the value of his share or the property corresponding to the share. The transfer of shares is allowed to third parties only with the consent of the cooperative, and other members of the cooperative have in this case the pre-emptive right to purchase; the organization, in case other participants refuse to buy (with a ban on its sale to third parties), is not obliged to buy out this share itself. Similarly to the procedure established for an LLC, the issue of inheritance of a share is also resolved. The procedure for levying execution on a share of a participant for his own debts - such collection is allowed only if there is a lack of other property of this participant, but it cannot be levied on indivisible funds.

Liquidation of a cooperative is carried out on traditional grounds: a decision of a general meeting or a court decision, including due to bankruptcy.

The initial contribution of a cooperative member is set at 10% of his share contribution, the rest is paid in accordance with the charter, and in the event of bankruptcy, it may be necessary (also in accordance with the charter) to make limited or unlimited additional payments.

Cooperatives can carry out entrepreneurial activity only insofar as it serves to achieve the goals for which they were created and corresponds to these goals (public and religious organizations, foundations, non-profit partnerships and autonomous non-profit organizations have the same rights in this respect; institutions have the right to engage entrepreneurship is not recorded, although there is no direct prohibition).

4. State and municipal UP.

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

1) based on the right of economic management (they have broader economic independence, in many respects act as ordinary commodity producers, and the owner of the property, as a rule, is not responsible for the obligations of such an enterprise);

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

The charter of a unitary enterprise is approved by the authorized state (municipal) body and contains:

· The name of the enterprise with an indication of the owner (for state-owned - with an indication that it is a state-owned) and location;

· The procedure for managing activities, the subject and objectives of the activity;
· The size of the authorized fund, the procedure and sources of its formation.

The authorized capital of a unitary enterprise is fully paid by the owner prior to state registration. The size of the authorized capital is not less than 1000 minimum monthly wages as of the date of submission of documents for registration. If the value of net assets at the end of the financial year is less than the size of the authorized capital, then the authorized body is obliged to reduce the authorized capital, about which the enterprise notifies the creditors. A unitary enterprise can create subsidiary UE by transferring part of the property to them for economic management.