This topic is not clear to almost all the guys who study law in preparation for exams. And then they go to give up with this ignorance. Meanwhile, it is necessary not only to know the types of legal entities, but also to explain what advantages one or another of them has. Just in this article we will talk about it.

The concept of legal entities

A legal entity is a state-registered subject of legal relations that has separate property, a bank account and can enter into certain legal relations.

Why are legal entities created? After all, it is possible to conduct individual entrepreneurial activity without its registration - as an individual entrepreneur? In fact, these subjects are registered for the following:

To reduce business risks. The fact is that most legal entities have such forms of organization in which the people who manage them are not responsible for business risks. For example, a legal entity took a loan from a bank, failed to repay it and declared bankruptcy. At the same time, the head of the legal entity and all its employees will not be financially liable with their personal property!

For capital management. For example - you are three such young and daring guys - you decided to open your own business. Vasya invested in renting the building, Olya bought raw materials, and Evgeniy invested in the workers' first salary.

These our young and daring got their first profit. And how will we share? If they work as IP ( individual entrepreneurs I don't know how they will do it. Maybe it will even come to a stabbing. But if they registered a legal entity and in its charter they prescribed shares of profit for each founder, then there would be no stabbing. Everything would be civilized.

For extended relationships. A legal entity is easy to sell, it is easy to sell a business.

When registering a legal entity, you need to remember that it is necessary to carefully select in advance the types of activities that are already contained in single register legal entities. By the way, I recommend reading the article. So you will better understand this material.

If you want to know other nuances that you need to know here, welcome to our social studies preparation courses for the Unified State Examination.

Types of legal entities in the civil law of the Russian Federation

First of all, you need to know that all legal entities are commercial and non-commercial (Article 50 of the Civil Code of the Russian Federation). The first are created for profit, that is, simply to make money. The second - for other purposes: educational, charitable, religious.

These may include: HOAs (homeowners' associations), bar associations, charitable and other foundations, churches, consumer cooperatives, etc.

Commercial entities include:

Business companies (Article 66 of the Civil Code of the Russian Federation)

These legal entities are created to produce goods and provide services. They are considered corporate, that is, they can consist of both one owner and several co-founders. Profit shares in such companies are distributed in proportion to the participation of their capital in the organization of the firm. Co-founders can be both individual entrepreneurs and other legal entities.

Partnerships: full and limited (limited) (Articles 69 and 82 of the Civil Code of the Russian Federation, respectively)

Partnerships are distinguished by the fact that their founders bear full responsibility with their personal property for the obligations of the partnership. In other words, if the company goes bankrupt, then the partners of the partnership will pay its debts at their own expense, despite the fact that this is a legal entity.

Limited partnerships differ from general partnerships in that they can include contributors. For example, you see that some partnership is developing well, you can become its contributor, being entitled to a part of the profits. But you will also share responsibility in the amount of your contribution.

Peasant farming (Article 86 of the Civil Code of the Russian Federation)

People doing farming may create a particular legal entity. About the pros and cons - you should consult with a lawyer. Because taxes on legal entities are different from taxes on individual entrepreneurs and ordinary individuals.

Limited Liability Company (art. 87)

The best form of organizing a legal entity: its participants do not bear any liability for the activities of the legal entity or its obligations. Of course, there are some nuances here, which we will analyze in the training courses.

Additional Liability Company (no longer relevant from 01.09.2014)

Joint-stock company (Article 96 of the Civil Code of the Russian Federation)

This company differs from other economic ones in that the authorized capital is divided not into shares between the founders, but into the number of shares. Accordingly, shares can be sold and raise capital for your company. Of course, we must remember that the controlling stake (50% + 1 share) must remain in the ownership of the founder or founders of this company. And then some will buy your company - and you will be forced. Of course, many dream to be bought. And the big giants are happy to buy up profitable small corporations with great potential.

See what a promotion is.

Public Joint Stock Companies (Article 97 of the Civil Code of the Russian Federation)

Public joint-stock companies differ from ordinary ones in that they can place their shares at auction, on stock exchanges and other structures.

Production cooperatives (Article 106 of the Civil Code of the Russian Federation)

Created by people for the production, processing and marketing of products. I think everything is clear here too. Often in the USE tests one can come across the question: what is the minimum number of people that can be included in a production cooperative? So, there should be no less five human!

State and municipal unitary enterprises (Article 113 of the Civil Code of the Russian Federation)

Unitary enterprises are commercial enterprises without isolated property. They are created in the interests of the state (if they are state-owned) in order for the state to earn money.

I think you got a serious idea about the types of legal entities. Of course, within the framework of one article and video it is impossible to reveal all the nuances of the topic. Therefore, there are training courses in which we consider all aspects of this topic, which is necessary for passing the exam and entering the university on the budget. All information about the courses on the button:

Post Scriptum. You can download the video and the presentation on which it was created by clicking on the button social networks:

DOWNLOAD VIDEO AND PRESENTATION=>>

Sincerely, Andrey Puchkov

Legal entity: registration, forms (LLC, CJSC, OJSC, etc.) and types

Entity This is an organization registered by law, which owns and disposes of property and is liable for its obligations with this property. A legal entity can be a plaintiff and a defendant in court, acquire and exercise property and personal non-property rights on its own behalf, and assume obligations. Legal entities must have an independent balance sheet or estimate.

Statistics

There are about 8 million organizations in Russia. Of these, a third are inactive, one-day or zero.

Rice. Number of enterprises and organizations per 10,000 people as of 01.01.2018

Kinds

Depending on the form of ownership:

• state-owned (the state owns the majority of shares, or a larger share in the authorized capital)
• non-state (private)

Depending on the purpose of the activity:

• Commercial (goal - profit)
• Non-commercial (other purposes)

According to the composition of the founders legal entity

• Organizations whose founders are only legal entities (associations, associations, foundations)
• The state is the sole founder (unitary enterprises)
• All other legal entities

By the nature of the rights of participants:

• on the property of which their founders retain liability rights (economic partnerships, HOAs and cooperatives)
• on the property of which their founders retain the right of ownership or other real right (organizations that have property on the basis of the right of economic management or the right of operational management)
• on the property of which their founders do not retain property rights ( public associations, public foundations and religious associations)

Forms

An individual entrepreneur is not a legal entity, but he is subject to civil and labor law legal entities, unless otherwise provided by law.

Limited Liability Company (LLC). Members of the company are liable for obligations within the authorized capital. The authorized capital is divided into shares of participants in the LLC. Shares of participants in the charter capital of an LLC are not securities and are not subject to securities laws, therefore, an increase in the charter capital in an LLC is a simpler procedure than in a CJSC. The nature of relations between LLC participants and transactions with their shares in the authorized capital are more closed than in CJSC and LLC: the LLC has the possibility of a complete ban or significant restriction on the entry of new participants. For example, the charter of an LLC may prescribe a direct prohibition on the alienation by the participants of their shares to third parties, or the consent of the other participants of the LLC to such transactions. The charter of an LLC may include special conditions for the distribution of profits between the founders. Information about LLC participants is included in the Unified State Register of Legal Entities and is publicly available. LLC is the most common form of legal entity in small businesses. 92% of all legal entities in Russia are LLCs.

Closed Joint Stock Company (CJSC). The authorized capital is divided into shares of participants. The shares of a CJSC are equity securities and the CJSC is subject to securities laws. In a CJSC, due to the need to issue new shares, the procedure for increasing the authorized capital is much more complicated than in an LLC. CJSC is a company that is more open than LLC for access by third parties. The transfer of shares does not require the consent of the CJSC itself and its other shareholders, but the charter contains restrictions on such transactions. The amount of dividends depends on the number of shares owned by the participant, and the law stipulates the timing of payments to the shareholders of the CJSC. There is no data on the shareholders of the CJSC in public access and they are not included in the Unified State Register of Legal Entities. On September 1, 2014, the Civil Code was amended and now all CJSC companies will be called non-public joint stock companies (NJSC), but even more abbreviated JSC.

Open Joint Stock Company (OJSC). In general, this form is similar to ZAO. The difference is that LLC shares can be sold without agreement with other members of the company. The number of JSC shareholders is not limited. JSC shares may be distributed by open and closed subscription. The authorized capital of an OJSC must be more than 100,000 rubles. This form of legal entities is created to maintain big business. On September 1, 2014, the Civil Code was amended and now all OJSC companies will be called public joint stock companies (PJSC).

Other forms of legal entities.

• General partnership (full liability of participants for the debts of the partnership with all their property)
• limited partnership
• Additional liability company, ALC (unlike LLC, participants bear additional liability with their property)
• Production cooperative (at least 5 people, may, contrary to the name, be created to provide services)

Legal Entity Licenses

An organization can engage in certain types of activities only after obtaining a license or permit. Licensable activities of legal entities include: travel agency, pharmaceutical, private detective, transportation of goods and passengers by rail, sea, air, and others.

The organization cannot engage in closed activities. Such activities include the development and/or sale of military products, drugs, poisons, etc.

Registration

State registration of legal entities is carried out by the Federal Tax Service of the Russian Federation. Registration is carried out at the legal address of the head office.

OKVED codes for legal entities and individual entrepreneurs are the same.

Required documents for registration of a legal entity (LLC)

• LLC Charter
• Agreement on the establishment of LLC.
• Receipt for payment of state duty.
• Statement of state registration OOO.
• A letter of guarantee from the owner of the premises for which the LLC is registered.
• A notarized copy of the certificate of ownership of the premises.
• Application for the transition to the simplified tax system (if necessary)

Within 5 days you are registered as a legal entity or receive a refusal.

You must provide documents:

1) Certificate of state registration of LLC.

2) Registered LLC Charter (for Moscow - a copy of the LLC Charter).

3) Certificate of tax registration.

4) Extract from the Unified state register legal entities (USRLE).

Procedures after registration

After registering a legal entity it is necessary to register with the pension fund and the MHIF, the FSS, and obtain statistics codes.

It is also necessary for a legal entity to open a current account, make a seal, register a cash register

Taxes and payments

A legal entity can apply tax schemes: USN (simplified), UTII (imputation), OSNO (general taxation system).

Taxation of legal entities almost the same as that of an individual entrepreneur, but income tax is paid instead of personal income tax. In 2010, the UST was canceled for legal entities.

Fine from 100 thousand to 300 thousand rubles. or in the amount of the culprit's salary for 1-2 years;

Forced labor for up to 2 years with deprivation of the right to hold certain positions for up to 3 years (or without it);

Arrest for up to 6 months;

Imprisonment for up to 2 years with deprivation of the right to hold certain positions for up to 3 years (or without it)

If the director fully pays the amount of arrears (taxes) and penalties, as well as the amount of the fine, then he is exempt from criminal prosecution (but only if this is his first such charge) (Art. 199, paragraph 2. of the Criminal Code)

Fine

If the amounts for criminal prosecution are not reached, then there will only be a fine.

Non-payment or incomplete payment of tax (fee) amounts
1. Non-payment or incomplete payment of tax (fee) as a result of understatement of the tax base, other incorrect calculation of the tax (fee) or other unlawful actions (inaction) shall entail the collection of a fine in the amount of 20 percent of the unpaid amount of the tax (fee).
3. The acts provided for by paragraph 1 of this article, committed intentionally, entail the collection of a fine in the amount of 40 percent of the unpaid amount of the tax (fee). (Article 122 of the Tax Code)

penalties

If you are only late in paying (but not providing false information), then there will be penalties.

Penalties are the same for everyone (1/300 (1/150 from day 30) multiplied by the key rate of the Central Bank per day of the amount of non-payment) and now amount to about 10% per annum (which is not very much in my opinion, given the fact that banks give loans at a minimum of 17-20%). You can count them.

Liquidation

The liquidation of a legal entity may be voluntary or compulsory. The liquidation procedure is long and no less complicated than registration.

Alternative methods of LLC liquidation

• Liquidation of an LLC by changing the founders and CEO
• Liquidation of LLC by reorganization of the company in the form of takeover
• Liquidation of an LLC by reorganization in the form of a merger

Using this online service, you can keep accounts on OSNO (VAT and income tax), simplified tax system and UTII, generate payments, 4-FSS, RSV-1, submit any reports via the Internet, etc. (from 350 r / month) . 30 days free (now for new 3 months free).

Types of organizational and legal forms of organizations represent a classification of business entities in modern conditions. The main feature of this classification is the division of economic entities in accordance with the organizational and legal form of companies.

The types of organizational and legal forms of organizations are regulated by the Civil Code of the Russian Federation (CC RF), which introduced the concept of " commercial organization and a non-profit organization.

Types of organizational and legal forms of organizations

In accordance with the nature of the activities of enterprises, the types of organizational and legal forms of organizations include:

1. commercial enterprises,
2. Non-commercial enterprises,
3. Organizations without forming a legal entity;
4. state (municipal) organization;
5. state (unitary) enterprise.

Currently, there are the following types of organizational and legal forms of organizations that carry out commercial activities: a company, a partnership, a joint-stock company, unitary enterprises.

In addition, there is a category that includes production cooperatives. In the field non-profit organizations can be identified as a consumer cooperative, public organizations(movements, associations), fund (non-commercial partnership), partnerships (gardening, dacha, homeowners), association (union), autonomous non-profit companies.

For enterprises that do not form a legal entity, the following types of organizational and legal forms of organizations may be provided: mutual investment funds, simple partnership, branch (representative office), individual entrepreneur, farm (peasant) economy.

Shape selection

The types of organizational and legal forms of organizations, in addition to the nature of the main activity, are also influenced by some other factors, among which may be organizational, technical, economic and social.

In accordance with organizational and technical factors, the types of organizational and legal forms of organizations are determined based on the number of founders, their characteristics, the area of ​​​​commercial activity, the nature and novelty of the products produced. When taking into account the social and economic factor, the volume start-up capital and personal characteristics the entrepreneur and his team.

Also, the types of organizational and legal forms of organizations may be limited by the current legislation. For example, commercial organizations with the status of a legal entity can only be created in the form of a partnership of any type, a company (open or closed, with limited liability).

Types of organizational and legal forms of commercial organizations

Types of organizational and legal forms of organizations of a commercial nature can also be classified into several types:

1. A business partnership, divided into full and based on faith, the difference between which lies in the degree of responsibility of the participants (partners). In a full society, partners in obligations are liable with all their property, but in a society based on faith, they are liable in accordance with the amount of their contributions.
2. Economic company (LLC), joint-stock company (JSC). The capital of an LLC includes the contributions of the participants and is divided into shares; in a JSC, the capital is divided into the corresponding number of shares.
3. A production cooperative is a voluntary association of members (citizens), it is based on membership and share contributions, as well as on the personal labor of the participants.
4. Economic partnerships are very rare, almost never mentioned in the Civil Code. Such enterprises are regulated by a separate law.
5. Peasant farms are an association for the purpose of maintaining Agriculture based on the personal participation of citizens in business and their property contributions.

Examples of problem solving

EXAMPLE 1

Exercise

Types of organizational and legal forms of organizations without forming a legal entity include: 1) Joint stock company,

1.1.2. The relationship of management and management

1.2. Functions and principles of management

1.2.1. Management functions

1.2.2. Management principles

1.3. Management in the system of market economy concepts

1.3.1. The essence of the system of concepts of a market economy

1.3.2. Management systems based on anticipation of market changes

Priorities of the system of professional development of managers

2. History of development and foreign management experience

2.1. Historical Background of Management

2.1.1. Prerequisites for the emergence of management

2.1.2. Conditions for the formation of a systematic approach to management

2.2. Scientific schools of management

2.3. Features of Russian management

2.3.1. Conditions for the Formation and Development of Russian Management

2.3.2. Domestic priorities in management

3. Methodological foundations of management

3.1.General theory and methodology of management

3.1.1. Economic Methods

3.1.2. Administrative Methods

3.1.3. Socio-psychological methods

3.2. Objects of management activity

3.2.1. Types of objects of management activity

3.2.2. Innovation as an object of management

3.2.3. Information management

3.3. Innovation management

3.3.1. The Importance of Effective Innovation Management

3.3.2. Enterprise innovation policy

3.3.3. Types of innovation

3.4. Management and Entrepreneurship

3.4.1. Entrepreneurship as a function of management

3.4.2. The main goals and functions of entrepreneurship

2. Declaration of manager functions.

II. Organisation management

4. Organizational-legal and economic foundations of the organization's management

4.1. Concept and essence of the organization

4.1.1. The concept and life cycle of an organization

4.1.2. The essence and characteristics of the organization

4.2. Internal and external environment of the organization

4.2.1. Internal environment of the organization

4.2.2. External environment of the organization

4.3. The main types of organizational structures

4.3.1. Linear and functional control structures

4.3.2. Complex functional and matrix structures

4.3.3. Network and ring management structures

4.4. Organizational and legal forms of management in Russia

4.4.1. Historical and modern forms of ownership

Organizational and legal forms of legal entities

4.4.2. Organizational and legal forms of legal entities

4.4.3. Forms of ownership as institutional units

Association types

5. Organizational processes

5.1 Communications in management

5.1.1. General concept of communications

5.1.2. Communication process

5.1.3. Communication styles

Non-verbal communication

5.2. Making managerial decisions

5.2.1. General concept

5.2.2. Decision Models

5.2.3. Management Decision Making Process

5.3. Conflict Management

5.3.1. Conflict Management Process

5.3.2. Conflict resolution methods

5.3.3. Common Mistakes in Conflict Resolution

1. Attempts to resolve the conflict without finding out its true causes, ie. Without diagnostics.

2. Premature "freezing" of the conflict.

3. The subject of the conflict and opponents are incorrectly identified.

4. Delay in taking action.

6. Unsuccessful choice of an intermediary.

8. Passivity of opponents.

10. Lack of work with stereotypes.

11. Generalization of the conflict (there were no measures to limit it, localize it).

12. Errors in the contract.

6.Organizational culture and corporate brand

6.1. Essence and elements of organizational culture

6.1.1. The concept and structure of organizational culture

6.1.2. Content of organizational culture

6.2. Main types of organizational cultures

6.2.1. Universal signs and types of organizational cultures

6.2.2. National differences in cultures

National differences in cultures

6.3. Formation of a corporate brand

6.3.1. The concept and content of the corporate brand

6.3.2. Standard branding program

Vision of the stages of brand building by leading experts

Stage 1. Determination of the goal.

Stage 2. Project planning.

Stage 3. Analysis of the real state of the brand (i.e., ideas about it in the minds of the target segment).

Stage 4. Analysis of the compliance of the actual state of the brand with the desired one.

Stage 5. Analysis of competitors.

Stage 6. Development of a brand development strategy.

Stage 7. Implementation of the strategy. Integrated marketing communications. Organizational changes in the company.

Stage 8. Brand monitoring.

6.3.3. Brand features in telecommunications

6.4 Brand promotion management

6.4.1. Channels and methods of brand promotion

6.4.2. Prevention of dissonance in the process of brand promotion

1. Resource management.

2. Marketing management.

III. Personal management and power

7. Personality model of a modern manager

7.1. Social norms of behavior and business ethics

7.1.1. Ethics of modern business

7.1.2. Organization and conduct of negotiations

7.1.3. business interior

7.2. Formation of a personal image of a manager

7.2.1. Filling a personal image

7.2.2. Features of a constructive behavioral strategy

7.3. Personal development and human capital growth

7.3.1. Human capital in the system of personality development

7.3.2. Structure of human capital

8. Human resource management

8.1. Basic theories of motivation and their application in Russian organizations.

8.1.1. Model of motivation and motivational urges

8.1.2. Content theories of motivation

Pyramid of Needs a. Maslow

Activity characteristics

Definition of labor motivation in modern works of Russian scientists

8.2. Economic and non-economic ways of motivation

8.2.1. Economic incentives

8.2.2. Non-economic ways of motivation

8.3. The concept and types of labor collectives

8.3.1. The concept and formalization of the labor collective

8.3.2. Informal collectives (groups)

8.4. Formation of an effective workforce

8.4.1. Formation of a team and relationships within it

8.4.2. Team building program

1. Lapping

2. "Palace" coup

3. Efficiency

9. Power and leadership

9.1.1. Power and influence. General concept.

9.2. Fundamentals of the concept of leadership

9.2.1. The nature and definition of leadership

9.2.2. The content of the concept of leadership in the management of an organization

9.3. Personal management styles

9.3.1. One-Dimensional Control Styles

9.3.2. Multidimensional Control Styles

9.4. Manager's performance

9.4.1. Efficiency and productivity of managerial work

9.4.2. Economic efficiency of managerial work

9.4.3. Evaluation of the manager's contribution to management effectiveness

1. Recruitment.

2. Organization of work with subordinates and employees.

2.1. Consultations with subordinates.

2.2. Responsibility and delegation of authority.

Literature

Organizational legal forms legal entities

Legal entities
Commercial organizations	Non-Profit Organizations
Business partnerships and societies	Consumer cooperatives
General partnerships
Faith partnerships
Limited liability companies	Public and religious organizations
Companies with additional liability
Joint stock companies of open and closed type
Subsidiaries and affiliates
Production cooperatives	Institutions
State and municipal, unitary enterprises
Enterprises based on the right of operational management	Associations of legal entities (associations and unions)
Enterprises based on the right of economic management

4.4.2. Organizational and legal forms of legal entities

Some features of specific organizational and legal forms of organizations, their formation, functioning and management are as follows.

General partnership – this is a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property.

A person may be a participant in only one full partnership.

A general partnership is created and operates on the basis of a constituent agreement, which is signed by all its participants. The founding agreement of a general partnership must contain: the name of the partnership; its location; activity management procedure; conditions on the size and composition of the share capital of the partnership; on the amount and procedure for changing the shares of each of the participants in the share capital; on the amount, composition and procedure for making their contributions; on the responsibility of participants for violation of obligations to make contributions.

The management of the activities of a general partnership is carried out by common agreement of all participants. The founding agreement of a partnership may provide for cases where the decision is taken by a majority vote of the participants. Each participant in a full partnership has one vote, unless the memorandum of association provides for a different procedure for determining the number of votes of its participants.

Each participant in a full partnership has the right to act on behalf of the partnership, unless the founding agreement establishes that all its participants conduct business jointly or the conduct of business is entrusted to individual participants. In case of joint conduct of the affairs of the partnership by its participants, the consent of all participants in the partnership is required for the completion of each transaction.

Faith partnership (limited partnership) – this is a partnership in which, along with the participants carrying out entrepreneurial activities on behalf of the partnership and liable for the obligations of the partnership with their property (general partners), there are one or more contributors (limited partners) who bear the risk of losses associated with the activities of the partnership, within the limits amounts of contributions made by them and do not take part in the implementation of entrepreneurial activities by the partnership.

The position of full partners participating in a limited partnership and their liability for the obligations of the partnership are determined by the rules of this Code on participants in a full partnership. A person may be a general partner in only one limited partnership. If the business name of a limited partnership includes the name of a contributor, such contributor becomes a general partner.

A limited partnership is created and operates on the basis of a constituent agreement. The memorandum of association is signed by all general partners. The founding agreement of a limited partnership must contain: the name of the partnership; its location; activity management procedure; conditions on the amount and composition of the share capital 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.

The management of the activities of a limited partnership is carried out by general partners. The procedure for managing and conducting business of such a partnership by its general partners is established by them in accordance with the rules of the Civil Code of the Russian Federation on a general partnership. Investors are not entitled to participate in the management and conduct of business of the partnership, to act on its behalf otherwise than by proxy. They do not have the right to challenge the actions of general partners in the management and conduct of business of the partnership.

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

Members of the company who have made contributions incompletely shall be jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of the participants.

The constituent documents of the company are the constituent agreement signed by its founders and the charter approved by them. If a company is founded by one person, its founding document is the charter.

The constituent documents of the company must contain: the name of the company; its location; activity management procedure; conditions on the size of the authorized capital of the company; on the size of the shares of each of the participants; on the size, composition, terms and procedure for making contributions by them, on the responsibility of participants for violation of obligations to make contributions; on the composition and competence of the management bodies of the company and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes.

The supreme body of society is general meeting its members. An executive body is created in the company, which carries out the current management of its activities and is accountable to the general meeting.

The exclusive competence of the general meeting of participants of the company includes:

change of the charter and size of its authorized capital;

formation of executive bodies of the company and early termination of their powers;

approval of the company's annual reports and balance sheets and the distribution of its profits and losses;

decision on reorganization or liquidation of the company;

election of the audit commission (auditor) of the company.

Issues related to the exclusive competence of the general meeting of participants in the company cannot be transferred to them for decision by the executive body of the company.

In order to check and confirm the correctness of the company's annual financial statements, it has the right to annually engage a professional auditor who is not connected by property interests with the company or its participants (external audit).

Additional Liability Company – it is a company established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. The participants in such a company jointly and severally bear subsidiary liability for its obligations with their property in the same amount for all, a multiple of the value of their contributions, determined by the constituent documents of the company. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided by the documents of the company.

Joint-stock company – This is a company whose authorized capital is divided into a certain number of shares. Members 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, to the extent of the value of their shares.

Shareholders who have not fully paid for the shares shall be jointly and severally liable for the obligations of the joint stock company to the extent of the unpaid portion of the value of their shares.

The trade name of the company must contain its name and an indication that the company is a joint-stock company.

A joint stock company whose members may alienate their shares without the consent of other shareholders is recognized as an open joint stock company. Such a company has the right to conduct an open subscription for shares issued by it and their free sale on the terms established by law and other legal acts.

An open joint stock company is obliged to annually publish for general information the annual report, balance sheet, profit and loss account.

A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, shall be recognized as closed. It is not entitled to conduct an open subscription for shares issued by it or otherwise offer them for purchase to an unlimited number of persons. Shareholders of a closed joint-stock company have the pre-emptive right to acquire shares sold by other shareholders of this company. The number of participants in a closed joint stock company must not exceed the number established by the law on joint stock companies, otherwise it is subject to transformation into an open joint stock company within a year, and after this period – liquidation by court order.

The founders of a joint-stock company conclude an agreement between themselves that determines the procedure for their joint activities to create a company, the size of the authorized capital, the categories of shares to be issued and the procedure for their placement, as well as other conditions provided for by the law on joint-stock companies.

The founding document of a joint-stock company is its charter, approved by the founders. The charter of a joint-stock company must contain: the name of the company, its location; activity management procedure; conditions on the categories of shares issued by the company, their nominal value and quantity, on the amount of the company's authorized capital; about the rights of shareholders; on the composition and competence of the management bodies of the company and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes. The charter of a joint-stock company must also contain other information provided for by the law on joint-stock companies.

The authorized capital of a joint-stock company is made up of the nominal value of the shares acquired by the shareholders.

Public subscription for shares of a joint-stock company is not allowed until the authorized capital is paid in full. When establishing a joint-stock company, all its shares must be distributed among the founders.

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

The exclusive competence of the general meeting of shareholders includes:

changing the charter of the company, including changing the size of its authorized capital;

election of members of the board of directors (supervisory board) and the audit commission (auditor) of the company and early termination of their powers;

formation of the company's executive bodies and early termination of their powers, if the company's charter does not refer these issues to the competence of the board of directors;

approval of annual reports, balance sheets, profit and loss accounts of the company and distribution of its profits and losses;

decision on the reorganization or liquidation of the company.

In a company with more than fifty shareholders, a board of directors (supervisory board) is created. If it is created, the charter of the company must define its exclusive competence.

The executive body of the company may 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 (supervisory board) and the general meeting of shareholders. The competence of the executive body of the company includes the solution of all issues that do not constitute the exclusive competence of other management bodies of the company, determined by law or the charter of the company.

By decision of the general meeting of shareholders, the powers of the executive body of the company may be transferred under an agreement to another commercial organization or an individual entrepreneur (manager).

The competence of the management bodies of a joint-stock company, as well as the procedure for making decisions by them and speaking on behalf of the company, are determined by the law on joint-stock companies and the charter of the company.

At the request of shareholders, whose total share in the authorized capital is ten or more percent, an audit of the company's activities must be carried out at any time.

Subsidiaries and affiliates . A business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of its predominant participation in its charter capital, or in accordance with an agreement concluded between them, or otherwise, has the ability to determine decisions made by such a company.

A subsidiary company is not liable for the debts of the main company (partnership).

The parent company (partnership), which has the right to give instructions to the subsidiary, including under an agreement with it, instructions that are mandatory for it, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.

A business company is recognized as dependent if another (predominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the charter capital of a limited liability company.

Production cooperative (artel) – this is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural or other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and association its members (participants) of property share contributions. The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization.

The founding document of a cooperative is its charter, approved by the general meeting of its members.

The charter of a cooperative must contain: its name, its location, the procedure for managing activities, conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and their liability for violation of obligations to make share contributions; on the nature and procedure for the labor participation of its members in the activities of the cooperative and their liability for violation of the obligation for personal labor participation; on the procedure for distributing profits and losses of the cooperative; on the amount and conditions of subsidiary liability of its members for the debts of the cooperative; on the composition and competence of the governing bodies of the cooperative and the procedure for their decision-making.

The number of members of the cooperative must not be less than five.

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

In a cooperative with more than fifty members, a supervisory board may be established to exercise control over the activities of the executive bodies of the cooperative.

The executive bodies of the cooperative are the board and (or) its chairman. They carry out the current management of the cooperative's activities and are accountable to the supervisory board and the general meeting of members of the cooperative.

Only members of the cooperative can be members of the supervisory board and board of the cooperative, as well as the chairman of the cooperative. A member of a cooperative cannot simultaneously be a member of the supervisory board and a member of the board or chairman of the cooperative.

The competence of the management bodies of the cooperative and the procedure for making decisions by them are determined by law and the charter of the cooperative.

The exclusive competence of the general meeting of members of the cooperative includes:

change of charter;

the formation of a supervisory board and the termination of the powers of its members, as well as the formation and termination of the powers of the executive bodies of the cooperative, if this right is not transferred by the charter to its supervisory board;

admission and exclusion of members of the cooperative;

approval of the annual reports and balance sheets of the cooperative and the distribution of its profits and losses;

decision on reorganization and liquidation of the cooperative.

The law on production cooperatives and the charter of a cooperative may also include the resolution of other issues within the exclusive competence of the general meeting.

Issues referred to the exclusive competence of the general meeting or the supervisory board of the cooperative cannot be transferred by them to the decision of the executive bodies of the cooperative.

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

The charter of a unitary enterprise must contain: the name of the enterprise, its location, the procedure for managing activities, information about the subject and goals of the enterprise, as well as the size of the authorized capital of the enterprise, the procedure and sources for its formation, with the exception of state-owned enterprises.

The property of a state or municipal "unitary enterprise" is, respectively, in state or municipal ownership and belongs to such an enterprise on the basis of the right of economic management or operational management.

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

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

A unitary enterprise based on the right of economic management is created by decision of an authorized state body or local self-government body.

The founding document of such an enterprise is its charter, approved by the authorized state body or local self-government body.

The owner of the property of this enterprise is not liable for the obligations of the enterprise.

A unitary enterprise based on the right of operational management (state enterprise) is created on the basis of state or municipal property.

The constituent document of a state-owned enterprise is its charter, approved by an authorized state body or local self-government body.

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.

consumer cooperative – this is a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by combining its members with property shares.

Charter consumer cooperative must contain: its name, its location, the procedure for managing activities, the conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their liability for violation of the obligation to make share contributions; on the composition and competence of the management bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes; on the procedure for covering the losses incurred by the members of the cooperative.

Members of the cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid part of the additional contribution of each of the members of the cooperative.

Income received by the consumer cooperative from entrepreneurial activity are distributed among its members.

Public and religious organizations (associations) - these are voluntary associations of citizens united on the basis of their common interests to satisfy spiritual or other non-material needs.

Public and religious organizations are non-profit. They have the right to carry out entrepreneurial activities only to achieve the goals for which they were created, and corresponding to these goals.

Participants (members) of these organizations do not retain the rights to the property transferred by them to these organizations, including membership fees. They are not liable for the obligations of these organizations, and organizations are not liable for the obligations of their members.

Fund – it is a non-membership non-profit organization established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals.

The property transferred to the foundation by its founders (founder) is the property of the foundation. The founders are not liable for the obligations of the fund they have created, and the fund is not liable for the obligations of its founders.

The Foundation has the right to engage in entrepreneurial activities necessary to achieve the socially useful goals for which it was created, and corresponding to these goals. In order to carry out entrepreneurial activities, foundations have the right to create business companies or participate in them.

The procedure for managing the fund and the procedure for forming its bodies are determined by its charter, approved by the founders.

The charter of the fund must contain: the name of the fund, information about its purpose; instructions on the bodies of the foundation, including the board of trustees that oversees the activities of the foundation; on the procedure for appointing and dismissing officials of the fund, on the location of the fund, on the fate of the fund's property in the event of its liquidation.

institution – this is an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part.

The institution is responsible for its obligations with the funds at its disposal. In case of their insufficiency, the owner of the relevant property bears subsidiary liability for its obligations.

Features of the legal status of certain types of state and other institutions are determined by law and other legal acts.

Classification of legal entities can be carried out on various grounds.

Depending on the nature of the activity, all legal entities are divided into commercial and non-commercial organizations. Commercial are organizations that pursue profit as the main goal of their activities, and non-commercial - not having profit-making as such a goal and not distributing the profit received among the participants (clause 1, article 50 of the Civil Code of the Russian Federation).

The law establishes exhaustive a list of organizational and legal forms in which commercial organizations can be created: a general partnership, a limited partnership, a limited liability company, an additional liability company, a joint stock company, a production cooperative, state and municipal unitary enterprises.

The organizational and legal forms of non-profit organizations provided for by the Civil Code of the Russian Federation, namely: a consumer cooperative, public or religious organizations (associations), funded by the owner of the institution, charitable and other foundations, associations and unions of commercial and (or) non-profit organizations, do not constitute a closed list. special laws forms of non-profit organizations are also established, such as, for example, public corporations, non-profit partnerships, autonomous non-profit organizations, etc.

A common feature for all business partnerships and companies is the division of their authorized (share) capital 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 activities, belongs to it on the basis of ownership (clause 1, article 66 of the Civil Code of the Russian Federation). The founders themselves in relation to the said property have only obligations, and not rights in rem.

The main difference between business partnerships and business companies is that partnerships are considered as associations of persons, and companies - as associations of capital. In other words, in addition to making a contribution, a partner (participant) must personally participate in the affairs of the partnership.

AT full partnership its participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property.

Compared with other organizational and legal forms of legal entities, a general partnership is characterized by the maximum degree of responsibility of participants for the obligations of the partnership. According to paragraph 1 of Art. 75 of the Civil Code of the Russian Federation, participants in a general partnership bear joint and several liability for the obligations of the partnership.

AT fellowship of faith(limited partnership), along with general partners, there is one or more participants-contributors (limited partners) who bear the risk of losses associated with the activities of the partnership, only within the limits of the amounts they have contributed and do not take part in the entrepreneurial activities of the partnership (clause 1, article 82 of the Civil Code of the Russian Federation). The basic right of the investor is to receive a part of the partnership's profit due to his share in the share capital.

Only individual entrepreneurs and (or) commercial organizations can be participants in general partnerships and general partners in limited partnerships. Between these entities lies memorandum of association, which is the only founding document of the partnership.

The most common organizational and legal form of business companies is limited liability company(LLC), which is characterized by the fact that its participants are not liable for the obligations of the company itself and bear the risk of losses associated with the activities of the company, within the value of their contributions (clause 1, article 87 of the Civil Code of the Russian Federation). Since LLC participants are not required to personally participate in the activities of the company, these functions are assigned to management bodies, the composition and competence of which are determined by the charter of the company. The second founding document of an LLC is the memorandum of association.

As a rule, the governance structure in limited liability companies is two-link, including the general meeting of participants as supreme body management of the company and the sole executive body ( CEO and etc.). The constituent documents of a company may provide for the creation of a board of directors (supervisory board) and a collegial executive body (management board, directorate, etc.). Management issues in these companies are regulated in detail by the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies”.

A member of an LLC has the right to sell or otherwise assign his share in the authorized capital of the company to other members of the company, and also, unless otherwise provided by the charter of the company, to third parties. At the same time, the participants in the company enjoy the pre-emptive right to purchase the share of the participant in proportion to the size of their shares. This right must be exercised within one month from the date of notification, otherwise the share may be alienated to a third party.

A participant in an LLC has the right to withdraw from the company at any time, regardless of the consent of its other participants. At the same time, he must be paid the value of the part of the property corresponding to his share in the authorized capital.

The difference between a company with additional liability and an LLC is that its participants jointly and severally bear subsidiary liability for its obligations with their property in the same multiple for all of the value of their contributions (clause 1, article 95 of the Civil Code of the Russian Federation).

The most complex form of association of large capitals is joint-stock company(AO). The provisions of the Civil Code of the Russian Federation, only in the very general view regulating the legal status of joint-stock companies, have been developed in federal law dated December 26, 1995 No. 208-FZ “On Joint Stock Companies”. From the point of view of the nature of the liability of the company's participants for its obligations, a JSC is similar to an LLC, since shareholders are not liable for the obligations of the company and bear the risk of losses within the value of their shares. The only constituent document of a joint-stock company is its charter.

Joint-stock companies are of two types - open and closed.

AT open joint stock company(JSC) its participants may alienate their shares without the consent of other shareholders. Only such a joint-stock company has the right to conduct an open subscription for shares issued by it and their free sale.

Stock closed joint stock company(CJSC) are distributed only among its founders or other predetermined circle of persons. Shareholders of a CJSC may, without the consent of other shareholders, sell their shares. However, shareholders have preemptive right acquisition of shares sold by other shareholders of this company.

Unlike business partnerships and companies, state and municipal unitary enterprises are not endowed with the right of ownership to the property assigned to them by the owner (clause 1, article 113 of the Civil Code of the Russian Federation). Property unitary enterprise is indivisible and cannot be distributed among deposits (shares, shares). The property of a state or municipal unitary enterprise belongs to the enterprise itself on such property rights as the right of economic management and the right of operational management. Enterprises based on the right of economic management, more than broad rights on the disposal of the property assigned to them in comparison with state-owned enterprises based on the right of operational management. State enterprise shall have the right to alienate or otherwise dispose of the property assigned to him only with the consent of the owner of this property.

The last organizational and legal form of commercial organizations is production cooperative(artel), which is understood as a voluntary association of citizens on the basis of membership for a joint production or other economic activity, based on their personal labor and other participation and the association of property share contributions by its members (clause 1, article 107 of the Civil Code of the Russian Federation). Members of a production cooperative bear subsidiary liability for its obligations. Questions legal status such a commercial organization are specified in the Federal Law of December 8, 1995 No. 193-FZ "On Agricultural Cooperation" and in the Federal Law of May 8, 1996 No. 41-FZ "On Production Cooperatives".

Consumer cooperatives are voluntary associations of citizens and legal entities on the basis of membership and, unlike production cooperatives, pursue not the goal of making a profit, but the satisfaction of the material and other needs of the participants (clause 1, article 116 of the Civil Code of the Russian Federation). This is achieved by combining property share contributions by members of the cooperative. If necessary, members of the consumer cooperative cover the resulting losses through additional contributions.

For public and religious organizations (associations) is characterized by the fact that their participants (members) do not retain the rights to the property transferred by them to these organizations in ownership, including membership fees. They are not responsible for the obligations of public and religious organizations in which they participate as their members, and these organizations are not liable for the obligations of their members.

Fund in accordance with Art. 118 of the Civil Code of the Russian Federation is recognized as a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. Unlike other non-profit organizations, the foundation has the right to engage in entrepreneurial activities necessary to achieve the socially useful goals for which the foundation was created, and corresponding to these goals.

institution an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part is recognized (Article 120 of the Civil Code of the Russian Federation). The institution is responsible for its obligations with the funds at its disposal. If they are insufficient, subsidiary (reserve, additional) liability for its obligations shall be borne by the owner of the relevant property.

For the purpose of coordinating their entrepreneurial activities, as well as representing and protecting common property interests, commercial organizations may, by agreement among themselves, create associations in the form of associations or unions. Members of an association (union) bear subsidiary liability for its obligations in the amount and in the manner prescribed by founding documents associations.