Basic organizational legal forms of entrepreneurship. The main organizational and legal forms of entrepreneurship, their advantages and disadvantages. Classification of forms of entrepreneurial activity

Entrepreneurship is the search for such combinations of resources at the disposal of the entrepreneur that provide him with maximum profit.

The purpose of entrepreneurial activity is to make a profit, as the excess of cash proceeds from the sale of products over the costs of its production and sale.

Depending on the form of ownership, entrepreneurship is divided into public and private. The share of these two sectors in the national economy is mobile: with nationalization, the boundaries of state entrepreneurship expand, while privatization narrows them.

State entrepreneurship is usually more capital-intensive and stable, because it has the financial and organizational care of the government.

At the same time, the private sector has a number of advantages over the public sector:

Free to choose the most profitable field of activity;

Not regulated in business volumes;

Not limited by a fixed price.

Business forms:

Sole proprietorship - based on the individual or family property of the entrepreneur. No distinction is made between capital and personal property. Property liability is distributed to all the property of the entrepreneur, regardless of its inclusion in the capital. Its advantages Each owner owns all the profits and can make any changes himself. He pays only income tax and is exempt from corporate tax. This is the most common form of business, typical for small shops, enterprises services, farms, as well as the professional activities of lawyers, doctors, etc. Ex. 2 forms of IP:

ITD (individual labor activity) - here there is only the own work of the entrepreneur and his family

PPI (individual private enterprise) - labor is present here employees, the company is registered and has limited liability

Partnership is a form entrepreneurial activity based on the combination of property of different owners. The advantages of a partnership are that it is easy to organize and attract, additional funds and new ideas. The disadvantages include the limited financial resources in a developing business that requires new capital investments, an ambiguous understanding of the goals of the company by its participants, the difficulty of determining the share of each in the income or loss of the company. In the form of partnership, brokerage houses, audit firms, services in the service sector, etc. are organized.

When organizing a partnership, shares are made in different forms. Pai play a dual role:

The after-tax profit received by the partnership and the allocation of the accumulation fund are distributed in proportion to the shares among the participants of the partnership

At meetings, decisions are made by a majority vote, the number of which each participant has is also proportional to the shares.

There are the following types of partnerships:

General partnership (partnership with unlimited liability) - this means that the participants in the partnership are liable for all obligations of the partnership with all their property, regardless of whether this property is included or not, including personal property.

partnership with limited liability- such a form of organization of a payment order, in which its participants make a certain share contribution to the authorized capital and bear limited liability within the limits of their contributions.

Mixed partnership (limited) - in this case, part of the members of this partnership entered it on the basis of full liability, and others on the basis of limited liability. Property liability extends only to the contribution made by the participant to the capital of the company. Only full members of this society have the right to vote.

Business companies are associations of capital and are classified as limited liability companies. Forms:

a) AO-shareholders are liable for their obligations only with their own capital contributed to the AO. The capital of JSC is formed in monetary form and is divided into equal in their nominal value and indivisible shares, presented in the form of shares. If a share is withdrawn from the joint-stock company, then this is carried out only in cash. Advantages: the possibility of mobilizing financial resources through the issuance of shares, limiting the investor's risk by the amount of contribution to the authorized fund, the growth of professionalism in decision-making.

The disadvantages of the corporate form of business organization include:

double taxation of that part of the corporation's income that is paid out as dividends to shareholders: the first time as part of the corporation's profits, and the second time as part of the shareholder's personal income.

favorable opportunities for economic abuse. It is possible to issue and sell shares that have no real value;

separation of ownership and control functions. In corporations whose shares are dispersed among numerous owners, the function of control is separated from the function of ownership. Shareholders are interested in maximum dividends, while managers try to reduce them in order to put money into circulation.

CJSC - represent their capital in the form of shares, a cat. placed among their shareholders

JSC - is engaged in free floatation of shares

b) LLC is a company whose authorized capital is divided into shares, cat. determined by the founder, the participants of this company are not liable for its obligations and bear the risk of losses associated with the activities of the company within the value of their contribution.

A production cooperative is a voluntary association of citizens on the basis of membership for joint labor or economic activity based on personal work. Yavl. commercial organization. Profit is distributed in accordance with labor participation, has no right to issue shares.

Unitary enterprise - p / p owned by the state-va or under the control of the state-va, not endowed with the right of ownership of the property assigned to the owner, property yavl. indivisible and cannot be distributed by contributions between employees p / p.

On the basis of the size of entrepreneurship, there are: small business, medium and large.

The most typical forms small business steel system:

Franchising (from franchise - preferential) is a system of small private firms that enter into a contract for the right to use the brand name of a large firm and to permit their activities in a certain territory and in a certain area. They have benefits in the form of discounts on prices, assistance in the delivery of goods, in the purchase of equipment, in loans, etc. Small firms are becoming retailers products of large companies. Such contracts turn out to be mutually beneficial: small firms receive guardianship, loans, a trading zone from large corporations, and the latter save money by not spending it on selling their own products, and, in addition, they receive regular payments from their wards.

Venture firm (from venture - to take risks) is commercial organization developing scientific research for their further development and completion. Venture capitalists do business on innovation. They run the risk of "burning out" if the new product does not meet the requirements of the market, the needs of the buyer and low costs. Therefore, venture capital firms tend to quickly complete the development of some and move on to work on other types of products.

Advantages of small business: allows the use of local raw materials, less overhead costs, less capital intensity, quick payback, helps to reduce unemployment in the country.

Disadvantages: instability of small businesses, product quality does not meet quality standards.

Medium business plays a less prominent role. It is fragile, because. it has to compete with both large and small businesses, as a result of which it either develops into a large one, or ceases to exist altogether. The only exceptions are firms that are a kind of monopoly in the production of any specific product that has its own permanent consumer (production of disabled equipment, repair of city clocks, etc.).

Big business more durable than medium or small. Its monopoly position on the market gives it the opportunity to produce cheap and mass products designed to meet the needs of a wide consumer.

Each country has its own organizational structure of business. Forms of entrepreneurial activity in Russia are defined by the State Code of the Russian Federation. In accordance with it, all organizations (legal entities) are divided into commercial and non-commercial.

Commercial main goal is to make a profit. Non-profits do not set such goals.

Commercial firms can be created in the form of business partnerships, production cooperatives, state and municipal unitary enterprises.

Business partnerships, in turn, exist in the following forms: general partnership, limited partnership (limited partnership), limited liability company, additional liability company, joint-stock company (open and closed), subsidiaries and dependent companies. Non-profit firms are created in the form of consumer cooperatives, public or religious organizations, charitable foundations.

Organizational and legal form is a form of business organization, fixed in a legal way. It defines responsibility for obligations, the right to deal on behalf of the enterprise, the management structure and other features of the economic activity of 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 regulations (federal laws) arising from it .

Let us consider in more detail the organizational and legal forms of legal entities that are commercial organizations.

Entity - an organization that has separate property in ownership, economic management and operational management and is liable for its obligations with this property and can, on its own behalf, acquire and exercise property rights, bear obligations, be a plaintiff and defendant in court.

Commercial called organizations that pursue profit as the main goal of their activities. Non-commercial organizations are created to achieve other goals (in the field of education, health, culture, etc.).

Economic partnership is an association of persons directly involved in the activities of the partnership, with the share capital divided into 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. If the property of the partnership is insufficient 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 activity of the partnership is based on the 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 share capital.

Faith partnership (limited partnership) - a kind of general 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 are fully and jointly and severally liable for obligations with all their property;

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

Economical society Unlike a partnership, it is an association of capital. The founders are not required to directly participate in the affairs of the company, 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 for the purpose of carrying out economic activities. Mandatory personal participation of members in the affairs of the LLC is not required. Members of an LLC are not liable for its obligations and bear the risk of losses associated with the activities of the LLC to the extent of the value of their contributions. The number of participants in an LLC should not exceed 50.

Additional Liability Company (ALC) – a type of LLC, the peculiarity of which is that if the property of this company is insufficient to satisfy the claims of its creditors, the participants in the company can be held liable, and jointly and severally with each other.

Joint Stock Company (JSC) - a commercial organization, the authorized capital of which is divided into a certain number of shares, the participants 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 their shares. 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 for shares issued by it in cases established by the Charter. Closed Joint Stock Company (CJSC) - a company whose shares are distributed only among its founders or other specific circle of persons. CJSC is not entitled to conduct an open subscription for its shares or otherwise offer them to an unlimited number of persons.

Production cooperative (artel) (PC) - voluntary association of citizens for joint activities based on their personal labor or other participation and the association 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 charter of the PC.

unitary enterprise - a commercial organization that is not endowed with the right of ownership of the property assigned to it. The property is indivisible and cannot be distributed among contributions (shares, shares), including between 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 agency or local government. The property transferred to the unitary enterprise is credited to its balance sheet, and the owner does not have the rights of possession and use 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 is liable for the obligations of a state-owned enterprise.

Entrepreneurship is carried out in certain organizational and legal forms. Which of the forms to choose depends on many factors: the environment of activity, the financial capabilities of economic entities, the comparative advantages of one form or another. Each country has its own legislation on the organization of entrepreneurship. At the same time, there are organizational and legal forms of entrepreneurial activity typical for world practice. These include: general and limited partnerships, partnerships (companies) with limited liability, joint-stock companies, state enterprises Kruglova N.Yu. Economic law: studies. allowance 2nd ed., rev. and additional - M.: RDL Publishing House, 2001. - S. 15-18.

The organizational and legal form of legal entities is a concept that has recently entered legislation and practice and is widely used to characterize organizations that are independent entities. economic activity, including business. It concentratedly embodies the essential organizational and legal features that are common to legal entities, business organizations various kinds. These signs can be summarized in two groups.

The first reflects the organizational connection of any legal entity with law and law. First, a legal entity can be created only in the manner prescribed by law. Violation of the established procedure deprives the activities of a legal entity of proper legal consequences. Therefore, before entering into business contacts with an organization, you should make sure that the order of its establishment is followed. Secondly, any legal entity can be formed only in those organizational and legal forms that are established by law. An exhaustive list of types of organizational and legal forms of commercial organizations is given in the first part of the Civil Code of the Russian Federation (economic partnerships and companies, production cooperatives, unitary enterprises). Commercial organizations cannot be created in other organizational and legal forms. The organizational and legal forms of non-profit organizations, along with the Civil Code (Articles 116-123), can also be determined by other federal laws (for example, the Federal Law "On non-profit organizations"). business relationship with a legal entity, it is necessary to find out whether its organizational and legal form complies with the law.

Thirdly, a legal entity is authorized to act only within the limits (framework) that are outlined by law for the type of legal form to which this legal entity belongs. Fourthly, all legal entities, no matter what organizational and legal form they belong to, are subject to the requirement to observe the legality of N.Yu. Kruglov in their activities. Economic law: textbook. allowance 2nd ed., rev. and additional - M.: RDL Publishing House, 2001. - S. 19.

The second group of signs of the organizational and legal form reflects the main thing in the characterization of a legal entity as a participant in economic, entrepreneurial relations - its property status. Firstly, one or another type of organizational and legal form gives a clear answer to the question of the genesis, origin of the property on the basis of which this legal entity was created and operates, and, accordingly, the basis for its ownership of this property. For example, on the property of legal entities - commercial organizations in the form of state and municipal unitary enterprises, their founders retain the right of ownership. The property of enterprises is on the right of economic management or operational management. Other commercial and non-commercial organizations, except for institutions, are the owners of property, either contributed in kind as contributions / contributions by their founders, or acquired by these legal entities on other grounds.

A contribution to the property of a business partnership (general and limited) and a business company (limited, additional liability and stock) may be money, securities, other things or property rights or other rights having a monetary value. Such a contribution cannot be an object of intellectual property (a patent, an object of copyright, including computer programs) or "know-how". However, the right to use such an object, transferred to the company in accordance with a license agreement, may be recognized as a contribution. Articles of incorporation may contain provisions indicating that the authorized capital the founder did not transfer property in kind, but only the rights to own and use it. In this case, the economic company does not acquire the right of ownership to this property.

Secondly, the organizational and legal form reveals the internal property relations legal entities: the composition of the property, how the founders (members) of the legal entity are related to it, how the property is disposed of. Some legal entities have an authorized capital (limited and additional liability companies, joint stock companies), others - an authorized fund (state and municipal unitary enterprises), others - share capital(general partnerships and limited partnerships), the fourth - share contributions (production and consumer cooperatives) Kruglova N.Yu. Economic law: textbook. allowance 2nd ed., rev. and additional - M.: Izd-vo RDL, 2001. - P. 23. The authorized capital of limited and additional liability companies is divided into shares, the size of which is established founding documents, and the authorized capital of joint-stock companies - for a certain number of shares. The property owned by production cooperatives is divided into shares of its members in accordance with the charter of the cooperative. The property of state and municipal unitary enterprises is indivisible and cannot be distributed among contributions (shares, shares), including between employees of the enterprise.

The management of the activities of general partnerships and limited partnerships, including the disposal of property, is carried out, as a rule, by common consent of all participants (general partners). The procedure for disposing of the property of economic companies and production cooperatives is determined by their constituent documents - charters and (or) constituent agreements. General meetings of participants (members) of companies, executive bodies (collegiate and (or) sole), other management bodies are vested with appropriate powers.

Thirdly, the organizational and legal form clearly defines with what property a legal entity is responsible for its obligations. Installed general rule that legal entities, except for institutions financed by the owner, are liable for obligations with all their property. Participants (general partners) of economic partnerships, in addition, are liable for the obligations of the partnership with their own property.

With regard to economic companies, unitary enterprises, the legislation specifically emphasizes the role of the authorized capital (fund), which determines the minimum amount of property that guarantees the interests of their creditors. The lower limit of the authorized capital is established by law. In accordance with federal law on joint-stock companies, the minimum authorized capital of an open joint-stock company must be at least 1000 times, and closed society- at least 100 times the amount of the minimum wage. If at the end of the second and each subsequent financial year the value of the net assets of the company is less than the authorized capital, the company is obliged to declare and register in in due course reduction of its authorized capital. If the value of these assets becomes less than the minimum amount of authorized capital determined by law, the company is subject to liquidation. For limited and additional liability companies, the authorized capital cannot be less than 100 minimum wages. Decree of the President of the Russian Federation of July 8, 1994 No. 1482 "On streamlining state registration enterprises and entrepreneurs on the territory of the Russian Federation" it is determined that the size of the authorized capital of a state or municipal enterprise should not be less than an amount equal to 1000 times, and entrepreneurial organizations of other organizational and legal forms - 100 times minimum wage labor per month See: Collection of Legislation Russian Federation, 1994, No. 11, art. 1194..

Knowledge of the organizational and legal features that determine the form of legal entities allows you to competently navigate the whole variety of participants in economic and business relations. With the help of these features, it is possible, regardless of the specific economic activity of legal entities, to clearly determine the features of their legal capabilities, duties and legal responsibilities, to compare various legal entities with each other according to their common parameters, and on the basis of all this to draw reasonable practical conclusions. For example, citizens, themselves participants in economic and business relations, can thus, depending on the goals pursued, choose for themselves more reliable business partners, and state authorities and local self-government bodies - to more effectively monitor compliance with the law by legal entities of various organizational and legal forms, and more effectively establish interaction with them. If the legal form ceases to satisfy the interests of a legal entity, then this does not entail the need to liquidate such a person and form a new one.

The organizational and legal form chosen during the creation of a legal entity can later be changed by its reorganization.

Each entrepreneur, starting his activity, first of all faces questions concerning the choice of the legal form of his business.

There are three main organizational forms of entrepreneurship:

Sole proprietorship - is the property of one person or family, bearing all the risk from the business, unlimited liability and receiving all the income from this activity. Entrepreneurship in the form of sole proprietorship can be carried out in two types with different legal statuses: individual entrepreneur (individual), unitary enterprise (legal entity).

A partnership (partnership) is an association of two or more persons entitled to engage in entrepreneurial activity. There are three main types of partnerships:

1) Simple - carried out by persons who undertake to act jointly without creating a legal entity in order to achieve a specific goal that does not contradict the law.
2) Full - participants (general partners), in accordance with the founding agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and bear joint and several subsidiary liability for its obligations with their property.
3) Limited - two categories of members: general partners and limited partners. General partners carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with all their property. Limited contributors are responsible only for their contribution to the development of something (business or project).

Society (corporation) - the association of capital and property for joint management of the economy for profit or other purposes. According to the type of responsibility, there are types of companies that can be created to carry out business:

- Limited Liability Company (LLC) - a corporation established by two or more persons and having an authorized fund (capital) divided into shares. The size of the shares is determined by the statutory documents.
- Additional Liability Company (ALC) - a company founded by one or more persons, the authorized capital of which is divided into shares, determined by the constituent documents of the size. Participants bear subsidiary liability for its obligations with their property in the same multiple for all to the value of their contributions, determined by the constituent documents of the company.
- Joint-Stock Company(closed - CJSC, open - JSC) - the authorized capital is divided into shares of equal nominal value. A JSC is closed if the circulation of its shares on the market is prohibited or restricted by the charter. Shares of an open JSC are freely bought and sold by their owners on the securities market without any restrictions.

In turn, all types of entrepreneurial activity can be classified according to the following criteria:

1) by the form of capital formation (small business based on personal ownership of the means of production or lease; joint venture based on equity capital; corporate entrepreneurship based on equity capital);
2) by means of capital investment (manufacturing business, commercial business, financial business, engineering, consulting business, investment business).

Entrepreneurship is very diverse.

Depending on the field of activity, there are the following types entrepreneurship:

a) Production - production of products, goods, works is carried out, services are provided. Industrial entrepreneurship includes innovative, scientific and technical activities, direct production of goods and services, their industrial consumption, as well as information activity in these areas. result production activities entrepreneurs are the sale of products or works, services to the buyer, consumer and the proceeds of a certain amount of money.

b) Commercial - characterized by operations and transactions for the purchase and sale of goods and services. Here you can get a faster return. This area, largely limited earlier, thanks to the efforts of energetic, initiative people began to develop rapidly, mainly as a private, individual entrepreneurship. Field of activity commercial enterprise commodity exchanges and trading organizations serve.

c) Financial circulation, exchange of values. Financial activities penetrates both production and commercial, but it can also be independent: banking, insurance, etc. The main field of activity of financial entrepreneurship is Insurance companies, commercial banks and stock exchanges.

d) Advisory - the activity is carried out by highly qualified specialists who solve the problem of the enterprise development strategy. Beginning entrepreneurs can be assisted in starting their own business, and subsequently - in advising on various aspects of the activity. In foreign practice, commercial consulting on management issues is called consulting.

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FEDERAL STATE BUDGET EDUCATIONAL INSTITUTION OF HIGHER PROFESSIONAL EDUCATION

"RUSSIAN ACADEMY OF PEOPLE'S ECONOMY AND PUBLIC SERVICE

UNDER THE PRESIDENT OF THE RUSSIAN FEDERATION"

VLADIMIR BRANCH

DEPARTMENT OF ECONOMICS

Essayontopic"Organizational and legalformsentrepreneurship"

Completed:

Merzlov Artemy Alexandrovich

economics student

Group EB-112

Accepted:

Tikhonyuk Natalya Evgenievna

Vladimir 2014

1. Introduction

2. Partnership (partnership)

2.1 General partnership

2.2 Limited partnership

3. Economic company

3.2 Additional liability company

4. Joint stock company

4.3 Corporations

5. S Corporation

6. Production cooperative

Conclusion

1. Introduction

Business enterprises are extremely diverse, ranging from giant corporations like General Motors, which had $134 billion in sales in 1993 and employed 711,000 people, to local specialty stores or family-run grocery stores with one or two employees and $100-150 daily sales.

Such diversity gives rise to the need to classify firms according to certain criteria, such as, for example, legal status, branch of activity, manufactured products, or size.

When deciding on the choice of legal form, the entrepreneur determines the required level and scope of possible rights and obligations, which depends on the profile and content of future activities, the possible circle of partners, and the legislation existing in the country.

The purpose of this work will be to review the existing forms of business organization in Russia and other countries, to identify the advantages and disadvantages of certain forms of entrepreneurship.

2. Partnership (partnership)

organizational entrepreneurship stock corporation

A partnership (partnership) is an organizational form of entrepreneurship, when both the organization of production activities and the formation of the authorized capital are carried out by a joint effort of two or more persons (individuals and legal entities). Each of them has certain rights and bears certain responsibilities, depending on the share in the authorized capital and the place it occupies in the management structure of such a partnership.

The partnership as a form of business organization is, to a greater or lesser extent, a consequence of the natural development of the individual private firm. It originated in an attempt to overcome some of the major disadvantages of sole proprietorship.

Thus, a business partnership is a commercial

An organization that owns separate property, with authorized or share capital divided into shares (contributions).

A partnership may be created: 1) by individuals; 2) Individuals and commercial organizations; 3) commercial organizations. There is a general partnership and a partnership in faith.

2.1 General partnership

From the point of view of legal consequences, a general partnership belongs to the category of undesirable forms of associations, since it does not imply limitation of liability. For the obligations of a general partnership, its members, called general partners, are liable with all their property. Responsibility in this case is subsidiary in nature.

Subsidiary liability implies that before making claims against a person who is liable in addition to the liability of another person, the creditor must make claims against the principal debtor. If the latter refuses to satisfy the presented claim or fails to respond to such a claim, the creditor shall have the right to present such a claim to the person bearing subsidiary liability.

Thus, 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 company and are liable for its obligations with their property (subsidiary liability).

Such partnerships are called open commercial partnerships in a number of countries (Germany, Austria). In a number of countries, it is also possible to organize another type of partnership - a company civil law(Austria), societies civil code(Germany) or common society (Switzerland).

They are created to achieve a specific goal and as a result of an informal agreement between several persons. They do not have legal personality. Verification of the credentials of the persons representing them is difficult, since the company is not entered in the commercial register.

In most cases, general partnerships are formed by legal entities ( large enterprises). An agreement on their joint activities in any area can already be considered as the formation of such a partnership. In such cases, neither the charter nor even the registration of the partnership is required. Individual entrepreneurs and commercial organizations may be participants in only one full partnership.

The partnership agreement (agreement) defines the powers of each partner, the distribution of profits, the total amount of capital invested by the partners, the procedure for attracting new partners and the procedure for re-registering the partnership in the event of the death of any of the partners or his withdrawal from the partnership. Legally, a partnership ceases to exist if one of the partners dies or withdraws from it; if only one participant remains in a full partnership, it may be liquidated or transformed.

A clear disadvantage of partnerships is that they make it difficult to make decisions, since the most important of them must be taken by a majority vote. To simplify the decision-making process, partnerships establish a certain hierarchy, dividing partners into two or more categories according to the degree of importance of the decision that each partner can make.

2.2 Limited partnership (limited partnership)

A limited partnership (limited partnership) is a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners, complementaries), there are one or more participants - contributors (limited partners) who bear the risk of losses associated with the activities of the partnership within the limits of the amounts they have contributed and do not take part in the implementation of entrepreneurial activities.

The share capital of the partnership is formed on the basis of contributions (made by general partners) and shares (made by investors).

Citizens and commercial organizations can be general partners in only one limited partnership. A participant in a general partnership cannot be a general limited partner in a limited partnership.

As a rule, complementaries are in charge of affairs in a limited partnership; they lead and represent society. Partners-contributors do not participate in commercial transactions. They are, strictly speaking, the society's investors.

Partnerships act as a rather risky form of association of entrepreneurs, but under certain circumstances, an entrepreneur goes to use this form of cooperation with partners.

This form of business organization has some advantages and disadvantages.

The benefits of partnerships.

1. Ease of organization. Like a sole proprietorship, partnerships are easy to set up. In almost all cases, a written agreement (partnership agreement) is concluded, and, as a rule, this does not involve burdensome bureaucratic procedures.

2. More financial resources. Combining several partners in a partnership allows you to expand it financial resources in comparison with the resources of an individual private enterprise. Partners can pool their money capital, and usually their venture seems less risky to bankers.

3. Joint management. Through the participation of several partners in the business, a higher degree of specialization becomes possible. With carefully selected partners, it is much easier to manage daily activities enterprises. Members of the partnership provide each other with time free from doing business, and also have complementary qualifications and views.

Disadvantages of partnerships

1. Unlimited Liability. Each general partner (in both types of partnership) is liable for the firm's debts, regardless of whose actions caused this debt. In fact, each partner is responsible for all the failures of the enterprise - not only for the result of their own management decisions but also for the consequences of the actions of any other partner.

2. Disagreements between members. If multiple people are involved in governance, this division of power can lead to inconsistent policies or inaction when decisive action is required. It is even worse if the partners disagree on strategic issues.

3. Limited life. The duration of the partnership is unpredictable. The exit from the partnership or the death of one of the partners, as a rule, entails the disintegration and complete reorganization of the company, the complete cessation of its activities.

4. Limited financial resources. The financial resources of partnerships remain limited, although they usually exceed the capacity of individual private firms. But three or four partners may also lack the funds to successfully grow their enterprise.

5. Complexity of liquidation. Once you have committed yourself to a partnership, getting out of it is not easy. When closing a company, the question of what will go to whom and what will happen next is often very difficult to decide. Law firms are surprisingly often faced with errors in partnership agreements and conclude that partition is difficult to implement.

3. Economic company

A business company is a commercial organization, the authorized fund of which is formed by one or more individuals or legal entities by contributing their shares (or the full amount of the authorized capital, if one person acts as a founder). As shares, monetary or material resources, intellectual capital, securities or property rights having a monetary value can be considered.

At the same time, an expert assessment of the value of intellectual capital and property rights in monetary form is carried out.

There are four types of business companies:

Limited Liability Company (LLC)

Additional Liability Company

Closed Joint Stock Company (CJSC)

Open Joint Stock Company (OJSC)

3.1 Limited Liability Company (LLC)

A limited liability company (LLC) is a commercial organization, the founder of which is one or more individuals or legal entities who are liable for the obligations of the company and the risk of losses only within the limits of their contributions.

In a number of Western countries there are so-called societies of one

person. These include limited liability companies, in which the property is concentrated in the hands of one person. In limited liability companies, in most cases there is a close relationship between the partners. For this reason, they are very suitable for organizing family businesses.

In order to establish an LLC, it is necessary to conclude memorandum of association, which determines the name of the company, location and direction of the enterprise, as well as indicates the size of the authorized capital and the share participation in it of members of the company.

The highest governing body is the meeting of its participants.

The exclusive competence of the meeting is:

Charter change

LLC has the right to be transformed into a joint-stock company or a production cooperative. A company can be liquidated only by the unanimous decision of its participants.

A participant in a company has the right to sell or otherwise assign his share in the authorized capital of the company or part of it to one or more participants in this company.

Shares in the charter capital are transferred to the heirs of citizens and legal successors of legal entities that were members of the company, unless the constituent documents of the company provide that such a transfer is allowed only with the consent of the participants in the company.

The withdrawal of a member of the company does not require the consent of its other members.

3.2 Company with additional liability.

The difference between this form of a business company and a limited liability company is that liability for the obligations of such a company extends to the property of the founder (founders), and not only to his contribution to the authorized capital.

In addition, if there are two or more founders of such a company, the provision on joint and several liability comes into effect. In case of bankruptcy of one of the founders, his liability for the obligations of the company is distributed among the other founders in proportion to their contributions.

4. Joint stock company

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

Joint Stock Company, in terms of individual entrepreneur, - the optimal form of organizational and legal registration of entrepreneurial activity. It can be created by one person or consist of one person if one shareholder acquires all the shares of the company.

Shareholders are entitled to a share of the JSC's income. The portion of profit paid to the owner of a share is called a dividend. The part that is not paid out as dividends is called retained earnings.

A joint-stock company, by law, cannot have as sole member a business entity consisting of one person.

Types of joint-stock companies:

Open (OJSC)

Closed (CJSC)

4.1 Closed Joint Stock Company (CJSC)

A closed joint stock company is a company whose shares are distributed only among its founders (among a predetermined circle of persons), when the form of an open subscription for shares issued by the company is not used and they cannot be freely sold and bought on stock market.

A potential buyer cannot simply instruct his broker to purchase a certain number of shares. Initially, the shares of such a company are distributed privately, and shareholders can dispose of them only with the consent of the company. This financial constraint is a major factor in determining the size of companies, which tend to be small to medium sized.

The number of CJSC members cannot exceed 50 (if this number of shareholders is exceeded, the company must be transformed into an open joint-stock company by re-registration).

A closed joint stock company is not required by law to disclose information about itself to the extent that is required of a public company; however, it is required to submit an annual report to the Registrar of Companies, which is open to any member of the public.

At the moment, most small and medium-sized enterprises in Russia are closed joint stock companies, which makes this form of business the most popular

4.2 Open Joint Stock Company (OJSC)

An open joint stock company is a joint stock company whose members can freely sell and buy shares of the company without the consent of other shareholders. It can carry out an open subscription for shares issued by it, which can be freely traded on the stock market. This implies the complete openness of the society and careful control over its activities, therefore it is obliged to publish annually for public information:

Annual report;

Balance sheet;

Profit and loss account;

and engage a professional auditor annually to review and validate the annual financial statements.

The supreme governing body in a joint-stock company is the general meeting of shareholders. Competence general meeting is:

Change of the company's charter

Change in the size of the authorized capital

Approval of annual reports and balance sheet, distribution of profits and losses

Formation of executive bodies and early termination of their powers

Decision on reorganization or liquidation of the company

Election of the Audit Commission

Solving other issues

If the number of shareholders exceeds 50 people, then a Board of Directors (Supervisory Board) is created. Its competence is determined by the charter of the joint-stock company.

The executive body of a joint-stock company can be collegiate (board, directorate) and/or sole (director, general director). He carries out the current management of the company's activities and is accountable to the Board of Directors and the General Meeting of Shareholders.

OJSC, as well as CJSC, are a fairly popular form of business both in Russia and around the world. As a rule, open joint-stock companies are large companies. In Russia, RAO UES of Russia, Lukoil, RAO Gazprom, and others can serve as examples of such companies; in America - Microsoft, General Motors, Ford, Coca-Cola.

4.3 Corporations

In the American economy, corporations correspond to open joint stock companies. Although corporations are relatively few in number, they are notable for their large scale and size. As Figure 6.1 shows, corporations account for only less than 20% of total business enterprises, yet they account for approximately 90% of total business sector sales.

A corporation is a legal form of business that is distinct and limited from the specific individuals who own it. Such an entity, which has the status of a legal entity, can acquire resources, own assets, manufacture and sell products, borrow, make loans, sue, sue, and perform all the functions that business enterprises of any other type perform.

Although the word "corporation" many begin to think of such large companies like General Motors, IBM, Ford and others, it is not necessary to be a large enterprise to incorporate (register as a corporation). Many corporations are indeed large, but registration as a corporation can be beneficial for small companies as well.

The essence of registering a corporation is not overly complicated, although the procedures for registering as a corporation are often quite complicated. Most people are not willing to put everything they have at risk in order to get involved in business. However, for a company to grow, prosper, and be a source of wealth, a large number of people must be willing to invest in it. The way to solve this problem is to create an artificial person that exists only legally. Such a legal entity is called a corporation. This is nothing more than a technique to involve people in business with minimal risk for them.

This organizational and legal form of entrepreneurship has its advantages and disadvantages.

Advantages of corporations.

The advantages of corporations determined the leading role of this organizational form of business in the modern American economy.

1. More money to invest. The corporation is much more efficient than all other forms of business organization in coping with the task of raising capital. Corporations have a unique way of financing - through the sale of stocks and bonds - which allows them to attract the savings of numerous households. Through the securities market, corporations are able to pool the financial resources of a huge number of people into a common fund.

Financing through the sale of securities has certain advantages from the point of view of their buyers. First of all, households in this case can participate in a business enterprise and expect some monetary reward; there is no need to take an active part in the management of the enterprise. In addition, a person has the opportunity to distribute risks by acquiring securities of several corporations. Finally, holders of corporate securities can usually easily get rid of them by selling them to another owner.

Existing stock exchanges facilitate the movement of securities between buyers and sellers. Needless to say, this increases the willingness of people with savings to buy corporate securities. Moreover, it is usually easier for corporations than other forms of business to access bank credit. Firstly, corporations are more reliable, and secondly, they are more likely than all others to provide banks with profitable deposits.

2. Limited Liability. Corporations also have one clear advantage - limited liability. The owners of a corporation (i.e. the shareholders) risk only the amount they paid to buy the shares. Their personal assets are not put at risk, even if the corporation is threatened with bankruptcy. Creditors can sue the corporation as a legal entity, but not the owners of the corporation as individuals. Limited liability makes it much easier for corporations to raise capital.

3. High degree of specialization. Due to its advantage in raising money capital, it is easier for a successful corporation to increase volume, expand the scale of operations and realize the benefits of growth. In particular, the corporation is able to take advantage of technology mass production as well as from a deeper specialization in the use of human resources. While the manager of an individual private firm is forced to divide his time between production, accounting and marketing functions, a large corporation is able to attract specialized personnel in each of these areas and thereby achieve greater efficiency.

In addition, corporations may buy other corporations operating in other industries to diversify risk. (This means that a corporation can simultaneously engage in various types activities, and if one direction fails, the impact on the entire corporation will be reduced).

4. Permanent existence. As a legal entity, a corporation exists independently of its owners and its own officers. Individual firms can die suddenly and unpredictably, but corporations, at least legally, are eternal. The transfer of ownership of a corporation through the sale of shares does not undermine its integrity and business continuity. In other words, corporations have a certain persistence that other forms of business lack and that opens up opportunities for forward planning and growth.

5. Separation of owners from management. Corporations can raise funds from many different investors without involving them in management. The corporation hierarchy is shown in fig. 6.2. The pyramid shows that owners/shareholders are separated from managers and employers. The owners elect a board of directors. The directors select the top management team.

He, in turn, hires managers, as well as workers and employees. The owners thus have some influence over what runs the corporation, but not control over it.

Corporate weaknesses.

1. Complexity of registration. Registration of a corporation's charter involves bureaucratic procedures and costs for legal services.

2. Possibility of abuse. From a public point of view, the corporate form of business has the potential for some form of abuse.

Since a corporation is a legal entity, some unscrupulous company owners sometimes manage to avoid personal liability for questionable business transactions due to the opportunities that corporate form business organization.

3. Reporting. The paperwork involved in forming a corporation is only the beginning. Tax laws require corporations to verify the legitimacy of all their expenses and deductions from taxable amounts. In this regard, the corporation is forced to process a large number of different documents. Owner individual enterprise or partnerships may maintain records in a fairly loose manner, while a corporation is forced to keep detailed records, minutes of meetings, and much more.

4. Double taxation. That portion of corporate income that is paid out as dividends to shareholders is taxed twice, once as a portion of corporate profits and the second time as a portion of the shareholder's personal income.

5. Dimensions. Scale can be one of the advantages of corporations, but also a disadvantage. Large corporations sometimes become too inflexible and bureaucratic, and this makes it impossible for them to quickly respond to market changes.

6. Separation of ownership and management functions. In a sole proprietorship and partnership, the owners of real and financial assets themselves directly manage and control these assets. But in large corporations, whose ownership is widely dispersed among tens and even hundreds of thousands of shareholders, there is a separation of the functions of ownership and management (control).

The reasons for this discrepancy lie in the inactivity of the typical shareholder. The majority of shareholders do not take part in the voting, and if they do participate in it, then only indirectly, transferring their votes to the current officials of the corporation and thereby endowing the latter with practically unlimited powers and the ability to independently determine their own destiny.

Separation of ownership and control functions does not cause serious consequences in the event that the actions of the group exercising control functions are in the interests of the group of owners of the corporation (that is, the shareholders). But the interests of these two groups do not always coincide.

5. S Corporations

The question to which last years interest is growing, is the creation of "S" corporations, formerly called "subsection S corporations". Such a corporation is a special form of company authorized by law, having the features of a corporation, but taxed as sole proprietorships and partnerships.

"S" corporations have shareholders, directors and employees, but their profits are taxed as personal income of shareholders. This avoids double taxation of conventional corporations. The main advantage of this type of corporation is the federal income tax relief. About 37 states now also provide these corporations with tax incentives. For example, California taxes them at 2.5% instead of 9.6% for regular corporations.

Not all businesses can become S corporations. The company must meet the following requirements:

Have no more than 35 shareholders

Have shareholders who are individuals or ownership, and are citizens or permanent residents of the United States

Have only one class of shares outstanding

Not own 80 percent or more of the shares of another corporation

Do not have more than 25 percent of income from passive sources(rent, bank interest, etc.)

Originally, "S" corporations had the benefits of limited liability and some real tax advantages, including deductible owner benefits, over partnerships. Now, however, the "S" sub-corporation is more like a partnership. It still has limited liability, shareholders, directors and managers, but the additional benefits of the owners are no longer deductible from the taxable amount.

The S corporation is gaining popularity among businessmen. In 1982, only 564,219 tax returns were filed from such companies. In 1987 there were over 800,000 S corporations.

The reporting and features of "S" corporations are similar to ordinary corporations. However, the profits of such companies are taxed as ordinary shareholder income tax. Prior to 1986, this meant that the owners of S corporations paid less taxes than ordinary corporations.

The Tax Reform Act of 1986 changed the individual tax rate. This means that these corporations are not necessarily taxed at a lower rate than ordinary corporations. However, there is now a lot of talk about additional increases in individual tax rates to reduce the federal budget deficit. If this happens, S corporations will once again become attractive to small businesses.

Thus, it can be seen that the benefits of "S" corporations change every time the rules of taxation change.

6. Production cooperative (artel)

A production cooperative (artel) is a commercial organization with the status of a legal entity, which is a voluntary association of citizens for joint (by combining property and efforts) production or other activities. It is an organization owned by member consumers who pay an annual membership fee and share in the profits.

In modern business practice, cooperatives in terms of turnover occupy a relatively small specific gravity although they are common in many countries. In Russia, cooperatives have become widespread primarily in production activities, in the service sector and in the trade and intermediary field. The cooperative form of entrepreneurship is characterized by the establishment of a close connection between the members of the cooperative and the cooperative itself. Dacha and housing cooperatives can serve as a typical example.

The property of such a cooperative (artel) is made up of shares (shares - shared ownership).

The activity of the cooperative is based on the personal participation of its members in the production (economic) activities, although the participation of legal entities is also allowed in cooperatives.

Production cooperatives are created for joint production, processing, marketing of industrial, agricultural and other products, trade, and provision of services.

Members of a production cooperative bear subsidiary liability, i.e. not limited by the size of the individual share contribution, share share in the common property of the cooperative. The profit received by the cooperative is distributed among its members in accordance with their labor participation.

The supreme governing body of a cooperative is the general meeting of its members. The competence of the general meeting is:

Charter change

Formation and termination of the Supervisory Board

Admission and exclusion of members of the cooperative

Approval of annual reports, balance sheets, distribution of profits and losses

Decision on reorganization and liquidation of the cooperative

If there are more than 50 members of the cooperative, then a supervisory board may be created.

The executive bodies of the cooperative are: the board and (or) its chairman. They carry out the current management and are accountable to the supervisory board.

Only members of the cooperative can be members of the supervisory board, board and chairman of the cooperative.

A production cooperative may be liquidated or transformed into a business partnership or company by unanimous decision of its members. There are also other types of cooperatives in the USA organized for other reasons. These cooperatives are formed to give members more economic power as a group than they have as individuals. best example such cooperatives are agricultural cooperatives. Initially, farmers united in order to receive better prices for their products. Over time, the cooperatives have expanded and now also buy and sell fertilizer, agricultural machinery, seeds, and other items needed on the farm. It has grown into a multi-billion dollar industry. Cooperatives now own many factories.

Cooperatives do not pay the same taxes as corporations and therefore have an advantage in the market.

7. State enterprises

In many countries modern world an active entrepreneur is the state, which owns from 5-10 to 35-40% of the fixed capital. In the former socialist countries, the state owned the vast majority production assets, which made it, in essence, the only economic entity in the economy. The state enterprise is a production unit characterized by two main features.

The first is that the property of such an enterprise and its management are fully or partially in the hands of the state and its bodies (associations, ministries, departments); they either own the capital of the enterprise and have undivided authority to dispose of it and make decisions, or they unite with private entrepreneurs, but influence and control them.

The second concerns the motives for the functioning of the state enterprise. In its activities, it is guided not only by the search for the greatest profit, but also by the desire to satisfy social needs, which can reduce economic efficiency or lead even in some cases to losses, which, however, are justified.

should be distinguished from state-owned enterprises government agencies, which pursue non-economic goals (hospitals, schools, public services) and do not participate in the actual market exchange.

State and municipal enterprises, according to the Civil Code of the Russian Federation, operate in the form of unitary enterprises.

A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it.

State or municipal property does not belong to a unitary enterprise, it is indivisible:

Cannot be distributed among deposits (shares, shares)

Cannot be distributed among employees of the enterprise

He has the rights of economic management and operational management

An enterprise organized by decision of local authorities belongs to the category of municipal unitary enterprises. If it is created by decision of the authorized state body, it is considered a state unitary enterprise. Such enterprises are endowed with property with the right of economic possession or operational management.

Among state unitary enterprises, federal state-owned enterprises are singled out - economic enterprises created by decision of the government of the Russian Federation and endowed with property transferred to operational management.

The head of a unitary enterprise is appointed by the owner (or a body authorized by the owner) and is accountable to him.

A unitary enterprise is liable for its obligations with all its property. A unitary enterprise shall not be liable for the obligations of the owner of the property.

Conclusion

Knowledge of the organizational and legal forms of business enables entrepreneurs to successfully open and expand their own business, make competent economic and legal decisions. Without this knowledge in Russia it is impossible to build a civilized system of business relations, which, in turn, are the basis economic development and prosperity of the country. Therefore, constant transformations and adjustments are now being carried out in this area in order to create an orderly system of functioning and relationships between various firms and enterprises.

Bibliography

1. K.R. McConnell, S.L. Bru. Economics, 1999

2. Win Hornby, Bob Gammy, Stuart Wall. "Economics for managers", 1999

3. William G. Nickels, James M. McHugh, Susan M. McHugh. "Comprehension

business", 1996

4. A.V. Busygin. "Entrepreneurship", 1999

5. Yu.B. Rubin, I.A. Yagodkin. "Basics of Business", 1999

6. S.N. Ivashkovsky. "Microeconomics", 1998

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