legal entity recognized organization, which has separate property and answers them in his own way obligations, Maybe in one's own name acquire and implement civil rights and carry civic obligations, be plaintiff And defendant in a court.
The legal entity must be registered under its own brand name unified state register legal entities in one of the organizational and legal forms (OPF) provided for by the Civil Code of the Russian Federation. The legal capacity of a legal entity arises from the moment information about its creation is entered into the said register and terminates at the moment information about its termination is entered into the said register.
central bank Russian Federation(Bank of Russia) has a special status. Its legal status is determined by the Constitution of the Russian Federation and the law on the Central Bank of the Russian Federation.
Organizational and legal form(OPF) - form of organization entrepreneurial activity legally secured.
OPF defines:
Responsibility for obligations;
The right (authority) of transactions on behalf of a legal entity;
management structure;
Other features economic activity.
Depending on the main purpose of activity, legal entities are divided into commercial organizations(pursuing as such the extraction of profit) and non-profit organizations(not having profit-making as such a goal and not distributing the profit received among the participants). Profit in commercial organization can be distributed among the participants in accordance with its charter and is one of the sources of their personal income. Non-commercial organizations may carry out income-generating activities, if provided for by their statutes, only insofar as this serves the achievement of the goals for which they were created, and if it is consistent with such goals.
In turn, both commercial and non-commercial organizations, by their nature legal relations between a legal entity and its founders are divided into corporate And unitary.
Corporations - These are legal entities whose founders (participants) have the right to participate (membership) in them. At the same time, the founders lose ownership on their deposits in a legal entity, but acquire corporate rights and ownership passes to the legal entity.
unitary are legal entities whose founders do not become their participants and do not acquire membership rights in them. At the same time, the founders retain the ownership of their contributions made to the legal entity they organize, and the latter does not have ownership rights to these contributions.
Ownership belongs to the category real right, according to which the legal power over a thing is determined.
There are the following types of rights in rem:
Right of ownership (possession);
property rights of non-owners:
The right of full economic management;
The right of operational management of property;
- (the right of limited use of another's property, object recognized by law).
The right to permanent (unlimited) use of a land plot;
The right of lifetime inheritable possession of a land plot.
Corporate law is the right to take managerial decision regarding a legal entity.
Kinds corporate rights:
Rights related to participation in the management of the affairs of the corporation;
Rights associated with exercising control over the activities of the corporation's management bodies and its financial and economic condition;
The rights associated with the distribution of the profits of a corporation or part of its property in the event of its liquidation.
The supreme body of the corporation is the general meeting of its members.
To exclusive competence general meeting relate:
Determination of priority directions of the corporation's activity, principles of formation and use of its property;
Approval and amendment of the charter of the corporation;
Determining the procedure for admission to the membership of the corporation and exclusion from the number of its participants;
Formation of other corporate bodies and early termination of their powers;
Approval of annual reports and accounting (financial) statements of the corporation;
Making decisions on the creation by the corporation of other legal entities, on the participation of the corporation in other legal entities, on the creation of branches and on the opening of representative offices of the corporation;
Making decisions on the reorganization and liquidation of the corporation, on the appointment of a liquidation commission (liquidator) and on the approval of the liquidation balance sheet;
Election of the audit commission (auditor) and appointment of an audit organization or an individual auditor of the corporation.
The corporation has a sole executive body (director, CEO, chairman, etc.). The charter of a corporation may provide for the granting of the powers of the sole executive body to several persons acting jointly, or the formation of several sole executive bodies acting independently of each other. Both an individual and a legal entity may act as the sole executive body of a corporation.
Commercial corporate organizations can be created in the following OPF: business partnerships, business companies, business partnerships, production cooperatives, peasant (farm) enterprises.
Business partnerships and companies corporate commercial organizations are recognized with the authorized (share) capital divided into shares (contributions) of the founders (participants). Property created at the expense of contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activity, belongs to it by the right of ownership.
Business partnerships can be created in the organizational and legal form of a full partnership or a limited partnership (limited partnership), and business companies - in the organizational and legal form of a joint-stock company or a company with limited liability. The contribution of a participant in a business partnership or company to its property may be cash, things, shares (shares) in authorized (share) capitals of other business partnerships and companies, state and municipal bonds. Such contribution may also be exclusive, other intellectual rights and rights under license agreements subject to monetary assessment by an independent expert.
Individual entrepreneurs and commercial organizations may be participants in general partnerships and general partners in limited partnerships. Citizens and legal entities, as well as public legal entities (the Russian Federation, constituent entities of the Russian Federation, municipalities) through their institutions.
In turn, business entities are subdivided into public And non-public. Public is Joint-Stock Company whose shares and whose securities convertible into its shares are publicly placed (by open offering) or publicly traded on the terms and conditions established by securities laws. The rules on public companies also apply to joint-stock companies, the charter and company name of which contain an indication that the company is public. Limited liability companies and other joint-stock companies are recognized as non-public.
Minimum size authorized capital of business companies is determined by the laws on business companies. When paying the authorized capital of a business entity, funds must be deposited in an amount not lower than the minimum amount of the authorized capital. Monetary valuation of a non-monetary contribution to the authorized capital of a business entity must be carried out by an independent appraiser. The founders of a business company are obliged to pay at least three quarters of its authorized capital up to state registration company, and the rest of the authorized capital of the business company - during the first year of the company.
Participants in a business partnership or some of them have the right to conclude an agreement between themselves on the exercise of their corporate rights (corporate agreement), in accordance with which they undertake to exercise these rights in a certain way or to refrain (refuse) from exercising them. The corporate agreement is not an integral part of the charter of a business company. It is concluded in writing by drawing up one document signed by the parties.
Participants of a business entity who have concluded a corporate agreement are obliged to notify the other participants of the fact of concluding a corporate agreement, while its contents are not required to be disclosed. In case of failure to fulfill this obligation, the participants of the company who are not parties to the corporate agreement are entitled to demand compensation for the losses caused to them. Unless otherwise provided by law, information on the content of a corporate agreement concluded by participants in a non-public company is not subject to disclosure and is confidential.
Economic partnerships and companies of one type may be transformed into economic partnerships and companies of another type or into production cooperatives by decision of the general meeting of participants in a legislative manner.
Business partnerships - This corporate form commercial organizations in which the participants (founders) are interconnected as joint capitals, and direct participation in joint business activities.
Business partnerships are created in the following forms:
General partnership;
Faith partnership.
General partnership(PT) - is a partnership, the participants of which (general partners) are engaged in entrepreneurial activity in accordance with the agreement concluded between them treaty and are liable for the obligations of the partnership everyone property belonging to them (with the exception of the property of citizens, on which, in accordance with the law, execution cannot be levied). A person (legal, natural) can be a participant in only one PT.
A general partnership is created and operates on the basis of memorandum of association(there is no charter), which is signed by all its participants.
The company name of the partnership, containing either the names (names) of all its participants and the words "general partnership", or the name (name) of one or more participants with the addition of the words "and the company" and the words "general partnership";
Conditions on the size and composition of the share capital (SC) of the partnership; on the size and procedure for changing the shares of each of the participants in the UK; on the amount, composition, timing and procedure for making their contributions; on the responsibility of participants for violation of obligations to make contributions;
The management of the activities of the TP is carried out by the general consent of all participants, i.e., the consent of all participants is required for each transaction. It is also possible to resolve certain issues of management by a majority of votes or the conduct of business by one participant (or several) by proxy.
Limited partnership (limited partnership)- partnership, which includes two categories of participants:
- full comrades (complements) who carry out entrepreneurial activities on behalf of the partnership and carry out full responsibility for the obligations of the partnership with all its property; their position is identical to the status of participants in a general partnership;
- contributors (limited partners)(not less than one and not more than twenty) who bear the risk of losses associated with the activities of the partnership within the limits of the amounts of their contributions to the property of the partnership and do not participate in the implementation of entrepreneurial activities by the partnership.
A person may be a general partner in only one limited partnership. One and the same person cannot be a full partner in a limited partnership and a participant in a full partnership at the same time.
A limited partnership, like a general partnership, is created and operates on the basis of a constituent agreement, which is signed by all general partners (contributors do not sign).
It includes the following provisions:
Company name of the partnership, containing either the names (names) of all general partners* and the words "limited partnership" or "limited partnership", or the name (name) of at least one general partner with the addition of the words "and the company" and the words "partnership in limited partnership" faith" or "limited partnership";
Information about the location of the partnership;
Conditions on the size and composition of the IC of the partnership; on the amount and procedure for changing the shares of each of the general partners in the share capital; on the amount, composition, terms and procedure for making contributions by them, their liability for violation of obligations to make contributions; on the total amount of deposits made by contributors.
Conditions and procedure for the distribution of profits and losses, which are usually distributed in proportion to the shares of participants.
Differences in responsibility also determine differences in rights participants:
General partners carry out entrepreneurial activities, their rights and responsibilities correspond to the position of participants in a full partnership;
Contributors are not entitled to participate in the management and conduct of the affairs of the partnership, they are not entitled to challenge the decisions of general partners.
Their duties are to make contributions to the UK in a timely manner, which is certified by a certificate, but they have the right to:
Receive part of the profit in accordance with your share in the UK;
Get acquainted with the annual reports and balance sheets of the partnership;
Leave the partnership at the end of the financial year with the receipt of its contribution;
Transfer your share or part of it to another contributor or a third party** (the contributor enjoys the pre-emptive right to purchase a share).
liquidation business partnership is possible by decision of the general meeting, by decision of the court, and also if less than one general partner or one contributor remains in the partnership. At the same time, if in full partnership there is only one participant left, then he has the right, within six months from the moment when he became the only participant in the partnership, to transform such a partnership into a business company.
Faith partnership is liquidated upon the retirement of all depositors participating in it. However, full partners have the right, instead of liquidation, to transform a limited partnership into a full partnership. A limited partnership is also liquidated on the grounds of liquidation of a general partnership. However, a limited partnership is maintained if at least one general partner and one contributor remain in it.
In the event of liquidation of a limited partnership, including in the event of bankruptcy, investors have a preferential right over general partners to receive contributions from the property of the partnership remaining after satisfaction of the claims of its creditors.
Business companies- this is a corporate form of commercial organizations in which the founders are interconnected joint capitals.
The essential features of business entities as a form of doing business include:
The founders of the company may not be directly involved in the affairs of the company;
Members of one society may simultaneously participate in property contributions in other societies;
The participants (founders) of the company are not liable for the obligations of the company and bear the risk of losses within the limits of the amounts of their contributions to the authorized capital of the company.
Business companies can be created in the following forms:
Limited Liability Company;
Joint-Stock Company.
Limited Liability Company (LLC) - this is a business company founded by one person or several persons, the authorized capital of which is divided into shares; LLC participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares. The business name of an LLC must contain the name of the company and the words "limited liability". The number of members of an LLC must not exceed fifty. Otherwise, it is subject to transformation into a joint-stock company within a year, and after the expiration of this period - to liquidation by judicial procedure, if the number of its participants does not decrease to the specified limit.
For organization joint activities on the establishment of an LLC, the founders conclude among themselves agreement on the establishment of a limited liability company(not to be confused with the memorandum of association). It determines the procedure for their actions when establishing a company, the size of the authorized capital (MC) of the company, the size of their shares in the company's charter capital and other conditions established by the law on LLC. The agreement on the establishment of an LLC is concluded in writing.
The founding document of an LLC is its charter. It must contain information about the trade name of the company and its location, the size of its charter capital, the composition and competence of its bodies, the procedure for making decisions by them (including decisions on issues taken unanimously or by a qualified majority of votes) and other information provided for by the law on LLC .
The authorized capital of an LLC determines the minimum amount of its property that guarantees the interests of its creditors. It is made up of the nominal value of the shares of its participants. Its size must be at least 10,000 rubles. The term for payment by the founders of their shares in the Criminal Code is determined by the agreement on the establishment of the LLC, but not more than four months from the date of state registration of the company.
The supreme governing body of an LLC is the general meeting of shareholders.
To his competencies relate:
Determining the main directions of the company's activities, as well as making a decision on participation in associations and other associations of commercial organizations;
Changes in the charter and size of the Criminal Code;
Formation of executive bodies of the company* and early termination of their powers;
Election and early termination of the powers of the audit commission (auditor) of the company;
Approval of annual reports and annual balance sheets;
Deciding on the distribution of the company's net profit among the company's participants;
Approval of documents regulating the internal activities of the company;
Deciding on the placement of bonds and other issue-grade securities by the company;
Purpose audit, approval of the auditor and determination of the amount of payment for his services;
Deciding on the reorganization or liquidation of the company;
Appointment of a liquidation commission and approval of liquidation balance sheets.
The advantages of an LLC as a form of doing business include a small size of the authorized capital (the minimum amount of an authorized capital is 10,000 rubles), limited liability of its participants for the obligations of the company, as well as minimum requirements to the number of participants in the company (from one to fifty people). It should also be noted the simplified procedure for amending the charter of the company, as well as classifying the LLC as a non-public commercial organization.
Joint Stock Company (JSC). The legal status of a joint stock company and the rights and obligations of shareholders are determined in accordance with the Civil Code of the Russian Federation and the Federal Law of the Russian Federation "On Joint Stock Companies". According to the Civil Code of the Russian Federation, “A joint-stock company is a business company, the authorized capital of which is divided into a certain number of shares; participants in a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares.
As was determined (p. 24), business entities are divided into public and non-public. The Civil Code of the Russian Federation abolished the definitions of an open joint stock company (OJSC) and a closed joint stock company (CJSC). In order to maintain continuity in the legislation and ensure the consistency of the Civil Code of the Russian Federation and the Federal Law of the Russian Federation "On Joint Stock Companies", clause 1.1 was introduced into the last Federal Law of July 21, 2014 No. 218-FZ, which determines that "The provisions of this federal law on open joint stock companies apply to public joint stock companies insofar as they do not contradict the Civil Code of the Russian Federation (as amended by Federal Law No. 99-FZ of May 5, 2014 "On Amending Chapter 4 of Part One Civil Code of the Russian Federation and on the invalidation of certain provisions of the legislative acts of the Russian Federation").
The main features of JSC publicity include:
The right to publicly place (by open subscription) shares and securities convertible into its shares, which can be publicly traded on the terms established by the laws on securities, from the date of entering in the unified state register of legal entities information about the trade name of the company, containing an indication of that that such a society is public;
The presence of a collegial management body of the company, the number of members of which cannot be less than five;
Maintenance of the register of shareholders of the company and performance of functions counting commission carried out by an independent organization licensed by law;
Inadmissibility of limiting the number of shares owned by one shareholder, their total nominal value, as well as the maximum number of votes granted to one shareholder.
The minimum authorized capital of a public JSC is 1,000 minimum wages (minimum wages).
The advantages of a joint-stock company include the possibility of attracting additional investments by issuing shares, as well as reducing the entrepreneurial risk for its participants (shareholders) compared to other OPFs.
Creation of AO. A company can be created by founding anew and by reorganizing an existing legal entity (merger, division, spin-off, transformation). The company is considered established from the moment of its state registration.
The creation of a company by founding is carried out by the decision of the founders (founder). The decision to establish a company is made by the constituent assembly. If a company is founded by one person, the decision on its establishment is made by this person alone. The founders of the company conclude between themselves a written agreement on its creation, which is not a constituent document.
The charter of the company is the founding document and contains the following information:
Full and abbreviated company name;
Location of the company;
Type of company (open or closed);
Number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company;
The rights of shareholders for each category of shares;
The size of the authorized capital;
The structure and competence of the company's management bodies and the procedure for their decision-making;
The procedure for holding a general meeting of shareholders.
Amendments and additions to the charter are carried out by decision of the general meeting of shareholders. An increase in the size of the authorized capital is carried out either by increasing the nominal value of shares, or by placing an additional number of shares.
The authorized capital of the company is determined by the sum of the nominal value of all shares of the company acquired by the shareholders.
JSC can issue (place) shares of two categories - ordinary (common) and preferred shares. Owners ordinary shares may participate in the meeting of shareholders with the right to vote on all issues of the company's production and economic activities, have the right to receive dividends, as well as part of the property - in case of liquidation of the company. Owners preferred shares are deprived of the right to vote at a meeting of shareholders, except for issues of reorganization and liquidation of the company, restriction of the rights of shareholders or other issues that infringe on their rights, but have a preemptive right to receive dividends and distribute property of the company during its liquidation.
In particular, preferred shares establish the payment of certain dividends based on the results of the company's production and economic activities (in a certain amount, as a percentage of the par value of the share, or otherwise). If the company fails to fulfill its obligations to ensure the rights of holders of preferred shares, these shares become voting shares. The total number of preferred shares may not exceed 25% of the total number of shares of the company (or their nominal value should not exceed 25% of the charter capital).
The charter of a JSC may determine the procedure for converting preference shares into ordinary shares or shares of another type.
JSC is entitled to issue bonds for an amount not exceeding the size of the authorized capital or the amount of security provided by third parties.
A bond is a security that certifies the owner's right to demand its redemption (payment of face value or face value and interest) in deadlines. Conditions and terms of repayment are determined when the bond is issued.
Bonds can be registered or bearer. The issue of a bond is possible only in case of full payment of the MC. Repayment is made either in cash or other property, and repayment terms are either by series or in a lump sum.
AO governing bodies. supreme body management of the joint-stock company is the meeting of shareholders.
Competence of the general meeting:
Amendments to the charter;
Reorganization and liquidation of the company;
Determination of the number of the board of directors (supervisory board), election of its members and early termination of powers;
Determination of the maximum number of declared shares;
Changes in the authorized capital;
Formation of the executive body, early termination of its powers;
Approval of annual reports;
A number of other questions.
Board of Directors (Supervisory Board). Carries out general management of the activities of the JSC, except for issues related to the competence of the general meeting of the JSC.
Exceptional competencies:
Determination of priority areas of JSC activity;
Convening annual and extraordinary general meetings of shareholders;
Placement of bonds and other securities of the company;
Definition market value property;
Statement internal documents JSC;
Conclusion of large transactions;
Formation of the executive body of the JSC and early termination of its powers.
The executive body of the JSC. Management current activities AO is carried out in the following forms:
Director (general director) as the sole executive body;
The director (general director) and the board (management) as a collegial body, and the competence of each body is determined by the charter, and the director performs the functions of the chairman of the board;
Competence of the executive body(MO) includes all issues of managing current activities, except for issues related to the exclusive competence of the general meeting and the board of directors.
Rights and obligations of the IB determined by law, other legal acts, contract. The agreement may be terminated at any time by decision of the general meeting or the board of directors, if the charter establishes the appropriate powers of the board.
Executive body of the company:
Represents the interests of JSC;
Makes transactions (the charter may establish a limit on the size of transactions concluded without the consent of the board of directors);
Approves staffing;
Issues orders.
Members of the executive body must act in the interests of the JSC, in good faith and reasonably, and are liable to the JSC for losses caused by their actions (inaction).
The JSC or a shareholder owning at least 1% of the placed ordinary shares may apply to the court with a claim against the persons included in the management bodies of the JSC.
AO liquidation. A joint stock company may be reorganized or liquidated voluntarily by decision of the general meeting of shareholders. Other grounds and procedures for the reorganization and liquidation of a joint-stock company are determined by the Civil Code of the Russian Federation and other laws.
Economic partnership- created by two or more persons commercial organization, in the management of the activities of which the participants of the partnership, as well as other persons take part, to the extent and to the extent that are provided for by the agreement on the management of the partnership.
The procedure for the creation and operation of an economic partnership is determined by the Federal Law "On economic partnerships" dated 03.12.2011 No. 380-FZ.
Production cooperative ( PC) orartel - voluntary association of citizens 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 by its members (participants) ) property share contributions.
The legal status of a production cooperative, as well as the rights and obligations of its members, are determined by the Civil Code of the Russian Federation and the Federal Law of the Russian Federation "On Production Cooperatives", as well as the Federal Law of the Russian Federation "On Agricultural Cooperation".
According to the current legislation, the only constituent document of a PC is its charter. The property of the PC is divided into shares of its members. Profit is distributed in accordance with the labor participation of its members, unless otherwise provided by law or the charter.
The number of PC members is at least five. At the same time, a legal entity can act as a member of the cooperative, but its share should not exceed 25%.
The PC is liable for its obligations with all the property belonging to it by right of ownership, and is not liable for the obligations of its members. Foreclosure on a share of a member of a cooperative for his personal debts is allowed only if there is a shortage of other property to cover such debts in the manner prescribed by the charter of the cooperative. Collection of personal debts of a cooperative member may not be directed to the indivisible fund of the cooperative.
Only members of the PC can enter the governing bodies. A member of the cooperative has the right to withdraw from the PC. In this case, he shall be paid the value of the share or shall be given property in the amount of the value of the share. Payments are made at the end of the year.
A production cooperative may be liquidated, reorganized or transformed into a business partnership or company.
Peasant (farm) economy created as a legal entity is a voluntary association of citizens on the basis of membership for joint production or other economic activities in the region Agriculture based on their personal participation and the pooling of property contributions. The property of a peasant (farm) economy belongs to him by the right of ownership. Participants in a peasant (farm) economy bear subsidiary liability for its obligations. A citizen can be a member of only one peasant (farm) economy established as a legal entity. Features of the legal status of such a farm are determined by law.
The creation of a peasant (farm) economy does not imply the abandonment of production or other economic activities in the field of agriculture without the formation of a legal entity as an individual entrepreneur.
State and municipal unitary enterprises.
unitary enterprise a commercial organization is recognized that is not endowed with the right of ownership of the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.
In the organizational and legal form of unitary enterprises, there are state and municipal enterprises. In the cases and in the manner provided for by the law on state and municipal unitary enterprises, a unitary state enterprise (state enterprise) may be established on the basis of state or municipal property.
The property of a state or municipal unitary enterprise is in state or municipal ownership and belongs to such an enterprise on the basis of the right economic management or operational management.
The founding document of a unitary enterprise is its charter, approved by the authorized state body or local self-government body. The charter of a unitary enterprise must contain information about its company name and its location, the subject and goals of its activities. The charter of a unitary enterprise that is not state-owned must also contain information on the size of the authorized capital of the unitary enterprise.
The body of a unitary enterprise is the head of the enterprise, who is appointed by the body authorized by the owner and is accountable to him.
A unitary enterprise is liable for its obligations with all its property.
Establishment decision federal state enterprise adopted by the Government of the Russian Federation or federal executive bodies in accordance with the acts defining the competence of such bodies.
Establishment decision state enterprise of the subject of the Russian Federation or municipal enterprise adopted by the authorized body of state power of the subject of the Russian Federation or local government in accordance with the acts defining the competence of such bodies.
property owner, under economic control, in accordance with the law, solves the issues of establishing an enterprise, determining the subject
and objectives of its activities, its reorganization and liquidation; appoints the director (manager) of the enterprise; exercises control over the use for its intended purpose and for the safety of the property belonging to the enterprise.
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 owner is not liable for the obligations of the enterprise.
An enterprise is not entitled to sell real estate belonging to it under the right of economic management, lease it, pledge it, make a contribution to the authorized (reserve) capital of economic companies and partnerships, or otherwise dispose of this property without the consent of the owner.
The rest of the property belonging to the enterprise, it manages independently, with the exception of cases established by law or other legal acts.
Federal state enterprise established by the decision of the Government of the Russian Federation.
State enterprise of the subject of the Russian Federation is established by the decision of the state authority of the constituent entity of the Russian Federation, which, in accordance with the acts defining the status of this body, has been granted the right to make such a decision.
Municipal state enterprise is established by the decision of the local self-government body, which, in accordance with the acts defining the status of this body, is granted the right to make such a decision.
The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient.
A state-owned enterprise, in accordance with the objectives of its activities, the tasks of the owner and the purpose of using the property, exercises the rights of possession, use and disposal of its property complex. The owner of property assigned to a state-owned enterprise has the right to withdraw excess, unused or misused property and dispose of it at his own discretion.
A state-owned enterprise has the right to alienate or otherwise dispose of the property assigned to it only with the consent of the owner of this property.
A state-owned enterprise independently sells its products, unless otherwise established by law or other legal acts. The procedure for distributing the income of a state-owned enterprise is determined by its owner.
Forms of transformation of legal entities.
The transformation of legal entities can be carried out in the following forms:
An association;
Separation;
Selection;
Transformation into a different organizational and legal form.
Association of legal entities carried out through mergers or accessions. Associations may be motivated by:
Capital expansion;
Consolidation of resources in order to concentrate them and increase the efficiency of their use;
Expansion of sales markets;
Improving management by increasing the coordination of joint activities and attracting qualified managers;
Elimination of competition (vertical integration).
Merger of societies - the emergence of a new company by transferring to it all the rights and obligations of two or more companies with the termination of the activities of the latter. The merger agreement determines the procedure for converting the shares of the companies that merge. At the same time, the charter of the new society is adopted.
Accession of society - termination of the activities of one or more companies with the transfer of all rights and obligations to another company. The merger agreement determines the procedure for converting the shares of the merged companies, changes are made to the charter.
The division of society - termination of the company's activities with the transfer of all its rights and obligations to newly created companies. The General Meeting of Shareholders makes decisions on the procedure for converting the shares of the company, the distribution of rights and obligations in accordance with the separating balance sheet.
Separation can be carried out for the following reasons:
Improvement of the management system (decentralization of management, reduction of the central administrative apparatus);
Changing the profile of activity and entering new markets;
Creation of small enterprises (with the receipt of appropriate benefits and benefits);
Conflicts in management (among major shareholders and founders);
Separation of property from economic activity.
The separation of society - the creation of one company or several companies with the transfer of part of the rights and obligations of the company being reorganized without terminating the activities of the latter.
The transformation of society - a joint-stock company has the right to be transformed into a limited liability company or production cooperative who transfer all the rights and obligations of the reorganized company in accordance with the deed of transfer.
Society liquidation may be voluntary or ordered by a court. The liquidation commission resolves all issues on the termination of the company's activities, including the publication in the press of a notice on the liquidation of the company, the procedure and terms for presenting claims from its creditors. The property remaining after settlements with creditors is distributed by the liquidation commission among the shareholders.
Non-profit organization is a legal entity having no the main purpose of making a profit and non-distributing the profit received between the participants, carrying out entrepreneurial activities to achieve the goals for which it was created.
The Civil Code of the Russian Federation defines non-profit corporate organizations And non-profit unitary organizations. Scroll non-profit organizations is exhaustive, which excludes the possibility of applying regional legislation for the establishment of non-profit organizations at the regional level. The procedure for the creation and operation of non-profit organizations is also determined by the Civil Code of the Russian Federation.
Organizational and legal form
An economic entity is a form of an economic entity recognized by the legislation of a particular country, fixing the method of fixing and using property by an economic entity and its legal status and goals of activity arising from this.
Organizational and legal form- a way of fixing and using property by an economic entity and its legal status and business goals arising from this.
In the all-Russian classifier of organizational and legal forms (OKOPF) (OK 028-99 (as amended by amendment No. 1/99)) each legal form corresponds to a two-digit digital code, the name of the legal form, and the collection algorithm.
Classification of organizational and legal forms in the Russian Federation
Distinguish the following types organizational and legal forms of economic entities (hereinafter also OPF):
OPF of economic entities that are legal entities-commercial organizations
- Partnerships
- Society
- Joint stock companies
- Unitary enterprises
- Unitary enterprises based on the right of economic management
- Unitary enterprises based on the right of operational management
- Other
OPF of economic entities that are legal entities-non-profit organizations
- Public associations (including religious associations)
- Bodies of public initiative
- Foundations (including public foundations)
- Institutions (including public institutions)
- Communities of Indigenous Peoples
- Associations of legal entities (associations and unions)
- Associations of peasant (farm) households
- Horticultural, horticultural or dacha non-profit partnerships
OPF of economic entities without the rights of a legal entity
- Ordinary partnerships
BTF examples
state and municipal institutions
The simplest name for the OPF of state institutions is FGU (federal) and GU (regional, Moscow and St. Petersburg). Sometimes the word “budgetary” is added to the OPF, for example, in the OPF forestry, correctional colonies. The name of the OPF may include the word "regional" and even the name of the subject of the Russian Federation: " Novosibirsk region”, “the city of Moscow”, but not necessarily.
OPF of state institutions:
- Federal government agency
- Regional state institution (State regional office), OSU
- government agency
- federal state state-financed organization
Federal State Budgetary Institution of Science
- Regional state budgetary institution
- State budgetary institution of the Novosibirsk region
- State budgetary institution of the city of Moscow
- State budget institution
- State (municipal) public institution
Educational, healthcare and cultural institutions have their own OPF names:
OPF of educational institutions:
- federal state autonomous educational institution higher professional education
- State educational institution of higher professional education
- State educational institution of secondary vocational education
- State educational institution
- Municipal budgetary educational institution
- Municipal preschool educational institution
OPF of military educational institutions:
- Federal State Military Educational Institution of Higher Professional Education
- State military educational institution of higher professional education
OPF of health care institutions:
- Federal Public Health Institution
- Public Health Institution
- Municipal Health Institution
OPF of cultural institutions:
- Federal State Institution of Culture
- State Budgetary Institution of Culture of the Sverdlovsk Region
- State institution of culture of the city of Moscow
Unusual OPFs:
- Regional state educational institution for orphans and children left without parental care
- State Special Rehabilitation Educational Institution of Secondary Vocational Education - College for the Disabled
- Federal State Educational Institution of Secondary (Complete) general education "Astrakhan Suvorov Military School of the Ministry of Internal Affairs of the Russian Federation"- does not have an indication of "military".
state and municipal unitary enterprises
OPF of unitary enterprises:
- Federal State Unitary Enterprise
- State Regional Unitary Enterprise
- State unitary enterprise
- Municipal unitary enterprise
see also
- Types of companies
Sources
- Chapter 4
- Federal Law No. 82-FZ of May 19, 1995 "On public associations"
- Decree of the State Standard of the Russian Federation of March 30, 1999 N 97(as amended on 06/09/2001) "On the adoption and implementation of all-Russian classifiers" (together with the "all-Russian classifier of forms of ownership" OK 027-99)
Links
- The choice of the organizational and legal form of the enterprise - an article by Doctor of Economics, Professor Adukov
Wikimedia Foundation. 2010 .
See what "Organizational and legal form" is in other dictionaries:
Organizational and legal form- The legal form in which the registration and activities of a legal entity are carried out. Examples of organizational and legal forms are an open joint stock company, a closed joint stock company, a limited partnership, a limited company ...
Organizational form of ownership of the means of production, enshrined in national legislation Glossary of business terms. Akademik.ru. 2001 ... Glossary of business terms
Legal form of activity- organizational and managerial form of activities of authorized entities. Its legal essence lies in the fact that it is based on the prescriptions of law and always entails the occurrence of certain legal consequences. Unlike actual... Theory of state and law in schemes and definitions
FORM OF OWNERSHIP, ORGANIZATIONAL AND LEGAL - organizational form ownership of the means of production enshrined in national legislation ... Big Economic Dictionary
This article or section needs revision. Please improve the article in accordance with the rules for writing articles ... Wikipedia
Joint stock companies- The organizational and legal form of an enterprise that, for its obligations to creditors, is liable only for the property that belongs to it. Shareholders do not bear any responsibility to creditors, they only risk ... Terminological dictionary of a librarian on socio-economic topics
General partnership- Organizational legal form of a commercial organization. A partnership is recognized as full, 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 ... ... Vocabulary: accounting, taxes, business law
MEETING OF THE FEDERATION COUNCIL- organizational and legal form of consideration by the upper chamber of the Federal Assembly of issues referred by the Constitution of the Russian Federation to its jurisdiction. The regulations of the Federation Council provide that the chamber holds meetings from September 16 of the current to 15 ... ... Encyclopedic Dictionary "Constitutional Law of Russia"
Every year, more and more people go to free-floating entrepreneurship. One, no matter how original it may seem, is not enough here. It is equally important to determine the form of the legal entity. Only after having thoroughly studied the main differences between different types of legal entities, you can make the only right decision and register your business. What is the difference different types legal entities and which one is better to choose?
Types of legal entities
The Civil Code of the Russian Federation defines a legal entity as a legal entity that has its own property, with which it is liable for all obligations, and participates in civil relations (Civil Code of the Russian Federation, Article 48).
All legal entities can be classified into two main groups:
- commercial;
- non-commercial.
The first group includes activities that are aimed at making a profit. As for, making a profit is not their main goal. Alternative commercial goals may be social, cultural or educational purposes.
Commercial legal entities
As mentioned above, these are organizations that are created to make a profit and distribute it among the founders. Commercial entities include:
- General partnerships, the participants of which are liable for all obligations with their personal property.
- Partnerships on faith, where some participants are responsible for all personal property, while others - only with the property that they contributed to the organization.
- Limited liability companies (LLC), where the participants are liable for obligations only with the property invested in the company, and receive profit in proportion to the shares distributed in the authorized capital.
- Companies with additional liability, where, in addition to shares in the authorized capital, the participants are also responsible for the part of their personal property specified in the charter.
- Joint stock companies, where liability and profit are determined by the number of shares received.
- Production cooperatives providing for the personal labor participation of members.
- State and municipal unitary enterprises that are created by the state or municipalities.
Non-commercial legal entities
This group includes organizations that are created for various non-profit purposes. It can be:
- consumer cooperatives;
- various religious or public organizations;
- charitable foundations;
- non-profit institutions;
- various associations, associations and unions representing and protecting the interests of their members.
What is the difference between joint stock companies?
Please note that since the fall of 2014, the concepts of OJSC and CJSC no longer exist. These legal forms disappeared and were replaced by PAOs and JSCs. That is, now we mean OJSC - we say PAO, we mean CJSC - we say JSC.
What are the main differences between IP and LLC, it is worth understanding with special attention. This can directly affect the level of income of your business.
IP advantages:
- Easy registration and closing procedure.
- Less tax burden and freedom of disposal of current account funds.
- Fewer reports to various funds.
- No need to maintain accounting policies and accounting.
- Freedom of movement and business activities throughout Russia without additional registration.
- Possibility of transition to taxation.
IP cons:
- First of all, these are the risks that an individual bears. The fact is that an individual entrepreneur is responsible for all the obligations of the company with his personal property, even after the official closure.
- IP cannot be sold or re-registered, but only opened again.
- Investors and creditors treat sole proprietorships with a lower level of trust than LLCs, primarily due to the lack of mandatory accounting.
- An individual entrepreneur without the formation of a legal entity is limited in the types of activities. For example, an individual entrepreneur does not have the right to issue alcoholic products and trade it, conduct banking and tour operator activities.
Who are self-employed citizens?
There is another possibility to provide services or conduct activities that generate income for an individual - self-employment. work directly with the customer, concluding a contract with him for the provision of services. This is how they remind individual entrepreneurs, however, special registration in this case not required.
It is important to remember that, like other individuals, self-employed citizens are required to be responsible for paying tax and insurance premiums. In this case, this responsibility lies entirely with them, since they do not act as employees for whom the employer is responsible.
By a special decree, the so-called micro-business, which cannot afford the burdensome contributions of individual entrepreneurs, has moved into the sphere of self-employment. These are nannies, tutors, representatives of the construction and finishing professions. A bill regulating the institution of self-employed citizens has already been developed. It is assumed that for this type of micro-business, a similar IP and a one-stop registration method will be introduced.
What to choose?
If you still have not decided which organizational and legal form is more profitable, we advise you to clearly identify the main goals, objectives and prospects future company, plan a budget and limit the scope of activities:
- If you don't need wage-earners, and the scope of activity will be limited to services - the status of a self-employed individual is quite suitable for you.
- If you sooner or later assume assistants for yourself and act as an employer, then you should think about it.
- If you do not want to risk personal property and plan to attract third-party investments and loan funds, it is better.
- If you are attracted to the issuance of shares and a clear distribution of company income, think about.
- If your activity will not be commercial in nature and profit is not yours the main objective, non-profit public organization or foundation.
In any case, no matter what you choose, you can always change the field of activity, close the IP, sell the LLC, leave the JSC and start all over again.
Business - the most exciting game, in which the maximum excitement is combined with a minimum of rules. Bill Gates, founder of Microsoft
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 of property. They cannot manage it.
Let's take an example. Most common occurrence 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 | |
commercial organization- an organization whose purpose is an activity aimed at making a profit.
Types of commercial organizations
By legal status commercial enterprises can be divided into:
1) economic partnerships and companies
2) production cooperatives
3) state and municipal unitary enterprises.
Business partnerships- represents an association of subjects of law who are liable, with the exception of contributors, for the obligations of the partnership with all their property. There are no requirements for the formation of the authorized capital. In partnerships, the participants themselves conduct business, no management bodies are created.
Business companies- are capital pools, the participants of the company are not liable for its obligations, they only bear the risk of losses to the amount of their contribution to authorized capital, the exception is ODO. The interests of the creditors of the company are guaranteed by the property of the organization, including the authorized capital (the law establishes its minimum amount).
Participants of business partnerships and companies have the right to:
Receive information and activities of the organization;
- the right to participate in the management of the organization;
- the right to receive dividends or part of profits;
- the right to receive the remaining property upon liquidation of the organization;
- the right to terminate membership in this organization.
General partnerships- the founding document is a contract. Only commercial organizations and individual entrepreneurs can be founders. You can only be a member of one general partnership. The name of the organization indicates the organizational and legal form and the name of at least one founder (1st general partner). The founders are jointly and severally liable for the obligations of the partnership with all their property. Members of the partnership govern together. By general rule each of the partners has the right to enter into legal relations with 3 persons on behalf of the partnership (conclude agreements), otherwise it may be provided for by the constituent agreement, that is, the conduct of business is entrusted to 1 or several partners, and the rest have the right to act by proxy issued by the partners under the constituent agreement. General partners have the right to withdraw from the partnership by notifying them no later than 6 months. At the same time, he will be liable on a par with the remaining partnerships for obligations that arose during the two years preceding his exit. There must be at least 2 founders (participants), if only one general partnership remains, then it must be liquidated or transformed into a business company.
Limited partnerships(partnerships in faith) - there can be 2 groups of participants:
1) general partners (the same rules apply to this group as for general partners in general partnerships);
2) contributors (may be individuals, legal entities, government bodies and LSG bodies, unless prohibited by law. The investor has the right to receive dividends and information about the activities of the partnership, he is not responsible and does not participate in the conduct of the affairs of the partnership. CTs exist as long as they have at least one full friend and one contributor. If all investors have withdrawn, CT is either liquidated or transformed into a general partnership or economic company. Founding document This memorandum of association, if the name of the investor is indicated in the name, then he is a general partner.
LLC and ALC (limited liability company and additional liability company)- founders can be any entity civil law, it can be one entity, but it cannot be the founder of an economic company consisting of one founder. The founders conclude a memorandum of association which defines their rights and obligations. It is also the founding document. If the founder is one, then he has the right to make decisions on the creation of the organization. The founders of an LLC are not liable for its obligations and bear the risk of losses within the limits of their share in the authorized capital. The minimum amount of the authorized capital is 10,000 rubles, 50% must be paid at the time of registration, the rest during the year.
The authorized capital can be increased:
Due to the additional contributions of the participants, the decision is made at the general meeting;
- the authorized capital can be increased due to the additional contribution of the participant;
- the increase can occur due to the entry into the company of a 3rd person;
- an increase can occur at the expense of the property of the company, the decision is made by the general meeting of at least 2/3 of the votes.
There is no redistribution of shares, their nominal value increases.
Reducing the par value of a share;
- the company has the right to redeem shares.
Members of the company have the right:
Leave this company (upon exit, the company is obliged to pay the cost of a share in the authorized capital and pay the cost of a part of the company's property in proportion to the share of this participant in the authorized capital);
Sell your share in the authorized capital, exchange or donate (as a general rule, the alienation of a share is possible by another member of the company, however, the charter may provide for special conditions. Alienation of a share to 3 persons is possible if there is no prohibition in the charter. When selling or changing a share, it is necessary to notify in writing about other members of the company have the pre-emptive right to purchase, 30 days are given. priority right purchase participants in a judicial proceeding may require the transfer of the rights and obligations of buyers. If the other members of the company did not take advantage of the the right to purchase this right can be exercised by the company itself. This transaction requires notarization otherwise it is invalid. The transfer of a share is possible not only on the basis of a transaction, but also by virtue of succession (inheritance).
Controls:
The supreme governing body is the general meeting, it can be regular and extraordinary (the grounds for holding it can be provided for by the charter and can be convened on the initiative of: the board of directors, the sole executive body, the audit commission, the company's auditor, as well as a participant with 10% of the votes. Execution the current activities are handled by the director.
ALC - the rules established for an LLC are applied to them, with the exception of the rules on the liability of the company's participants for its obligations. Participants bear subsidiary (additional) liability for the obligations of the company with all their property in proportion to their share in the authorized capital.
Joint-Stock Company is a commercial organization, the authorized capital of which is divided into a certain number of shares. The founders of a joint-stock company can be any subjects of law, a joint-stock company may consist of one founder, but another economic company, also consisting of one founder, cannot be the sole founder. The founders conclude a memorandum of association, which by its nature is an agreement on joint activities. The charter is the only founding document. Shareholders are not liable for the obligations of the company, they bear the risk of losses in the amount of the value of the shares.
Types of Joint Stock Companies:
CJSC (closed joint-stock company) - shares are initially distributed among the founders, and subsequently, the shareholders may be either the founder or another circle of persons specified by the charter. The maximum number of shareholders is 50. The minimum authorized capital is 10 minimum wages.
OJSC (open joint stock company) - the shares of the first issue are distributed only among the founders, and in the subsequent shares have free circulation. The number of shareholders is not limited. The minimum authorized capital is 1000 minimum wages.
The authorized capital after its full payment can be increased:
- by placing additional shares;
- by increasing the par value of shares.
The authorized capital may be reduced:
- by reducing the par value of shares;
- by reducing the total number of shares.
Shareholder rights:
As a general rule, JSCs are not required to buy back shares.
If the shareholder did not take part in the voting or voted against:
- making a major transaction;
- decision on reorganization;
- on amendments to the charter;
- approval of the charter in new edition if this worsens the rights of shareholders.
On the voting day, a list of shareholders is compiled. Redemption requests are sent in writing. The term for sending claims is 45 days from the date of adoption, by the general meeting, of the decision from the moment of sending requests for redemption, the shareholder is not entitled to make transactions with these shares. JSC is obliged to redeem the shares within 30 days from the date of approval of the report. The redemption of shares is carried out at the market price.
JSC management bodies:
The supreme governing body is the general meeting, it can be annual or extraordinary. In JSCs with more than 50 shareholders, a board of directors or a supervisory board may be established. The current management of activities is carried out by the sole executive body (general director, director, etc.)
The OJSC is also required to publish a report on financial/economic activities annually.
Production cooperatives- members of the PC can be individuals who have reached the age of 16, taking personal labor participation in the activities of the cooperative. The share of PC members who do not take part in its activities cannot exceed 25%. The property of the PC is divided into shares and a mutual fund is created in the PC. Management is carried out by the general meeting, if there are more than 10 members of the PC, the board is elected, if more than 50, a supervisory board can be created. The management of current activities is carried out by the chairman of the board, elected by the general meeting. The profit of the PC is divided by decision of the general meeting, depending on personal labor participation, unless otherwise provided by the charter.
State and Municipal Unitary Enterprises- enterprises are endowed only with special legal capacity. The founding document is the charter. Founders - state authorities of the Russian Federation or its subjects or MO. The minimum size of the authorized capital for municipal enterprises is 1000 minimum wages. State enterprises - 5000 minimum wage. The founder appoints the head of the enterprises. The head is accountable to the founder. Profit is not subject to division. The owner of the property unitary enterprise is the founder. The property is transferred to a unitary enterprise on the right of economic management or state-owned enterprises on the right of operational management. State-owned enterprises cannot be declared bankrupt, because the founder bears subsidiary liability. The property transferred under the right of economic management, the enterprise uses to conduct economic activities, but the disposal of real estate property is allowed only with the consent of its owner. The founder, who transferred the property to operational management, has the right to withdraw it if he considers that the property is being used, not for its intended purpose, or is being used inefficiently.
