Types of organizational and legal forms of organizations. Decoding opf Organizational form according to

An entrepreneur can conduct two types of activities - commercial and non-commercial. Conducting commercial activities pursues the main goal - generating income. Non-profit activities have many purposes, the profit from which does not fall under the category of income.

Registration of commercial enterprises involves, first of all, interaction with tax authorities and social services, payments to which are made precisely from income.

There are several organizational and legal forms (OPF) of commercial enterprises, the registration of which will allow the entrepreneur to conduct a completely legal business and be protected at the legislative level.

These are individual entrepreneurship (IP), a limited liability company (LLC), open and closed joint-stock companies (OJSC, CJSC).

Individual entrepreneur

An individual entrepreneur is the most common and simplest OPF, which can be registered by any capable adult citizen of the Russian Federation. In exceptional cases, stipulated by law, a teenager who has reached the age of sixteen can also register an individual entrepreneur. Registration of IP occurs without the formation of a legal entity.

The advantages of an individual entrepreneur are in simplified accounting, no need for a legal address. To register an individual entrepreneur, the Charter and the presence of authorized capital are not required.

The disadvantage of an individual entrepreneur is his liability to creditors with all his physical property.

Limited Liability Company

An LLC can be registered by one individual and a group of founders. To register an LLC, it is necessary to draw up a Charter, an authorized capital, which cannot be less than 10,000 rubles, and a legal address, which cannot coincide with the address of registration, but may not coincide with the address of the location of the actual production.

Members of an LLC are liable within their own share of the charter capital, which terminates with the liquidation of the enterprise.

Joint stock companies

For the registration of joint-stock companies, there are regulations on the amount of the authorized capital, which is between the participants of the joint-stock company through shares. The regulation also exists for the number of shareholders. In a CJSC, the number of participants cannot exceed 50 people. Otherwise, it becomes necessary to change the type of closed to an open joint-stock company or to transform into an LLC. Registration is similar to an LLC, only the registration of a JSC is supplemented by a clause on the issuance of a primary block of shares.

Both LLC and JSC are registered with the formation of a legal entity and can be liquidated or reorganized in accordance with the law. With regard to individual entrepreneurs, only termination of registration is possible; payments of individual entrepreneurs on debts are mandatory until they are fully repaid.

When filling out various forms / documents in financial institutions and other structures, it is often necessary to indicate the legal form of the organization in which a person works, studies, etc. Such information is required to be presented when making a payment for services, and when applying for a loan, and in other situations. Therefore, further we will consider in detail what the organizational and legal form is, what it is and how to write it down correctly in documents.

Deciphering the concept

The organizational and legal form of a company, institution, firm, etc. (hereinafter referred to as OPF) is a legal form within which the process of creating a business entity and its further functioning is carried out. It also determines the type of ownership and operation of the assets at its disposal (including property, cash).

In Russia, the name of each enterprise, institution, firm, organization and other entities begins with an abbreviation, behind which the wording of the legal form is hidden. This element is a mandatory attribute of the official name of each economic entity of the Russian Federation.

Typology of organizational forms of Russian organizations

Jur. Individuals may belong to one of the following groups:

1. Commercial group. Such organizations are created to obtain material benefits from the business and its development.
2. group. These organizations do not pursue the goal of making a profit, they usually represent the interests of society, solving charitable, socio-cultural, scientific, educational and managerial tasks.

OPF of business entities that pursue commercial goals:

Name	Subspecies	Abbreviated common designation
Companies can be:	with limited liability	OOO
	non-public stock	NAO
	public stock	PAO
Partnerships can be	complete	Fri
	limited (on faith)	TV
to produce something	PC
Peasant/farmer households	KFH
Business partnerships	HP
Unitary companies on the right of economic management can be:	federal state unitary companies	FSUE
	state unitary companies (indicating the name of the subject of the Federation)	State unitary enterprise "mark on the subject of the Federation"
	municipal unitary companies	MUP
Unitary companies on the right of operational management can be:	federal government companies	FKP
	state-owned companies (indicating the name of the subject of the Federation)	CPS "mark on the subject of the Federation"
	municipal government companies	ITUC

The most common OPF of business entities that do not pursue a commercial goal as the main one:

Name	Abbreviation (abbreviation)
consumer type cooperative	PC
Social movement	OD
Political Party	PP
Foundation/public type foundation	Fund/OF
Institution/institution of public type	Uch / Ouch
State Corporation	GC
Non-Profit Partnership	NP
Autonomous non-profit company	ANO
Community	Community
Association	AC
Union	Union
Association of Peasants'/Farmers' Organizations	ASKFH
Territorial organization of the trade union	TOProf
Association of homeowners	HOA
Association of gardeners	ST

OPF for business entities without opening a legal entity. faces:

Samples of OPF of various types of state institutions:

• State. budgetary institution of the XXX region (GBU XXX region);
• State. budgetary institution of the settlement of XXX (GBU of the city of XXX);
• State. budgetary institution (GBU);
• Federal State uchr-e (FGU);
• Regional state uchr-e (OSU);
• Federal State budgetary institution (FGBU);
• State/Municipal state institution (G / M KU);
• Federal State autonomous educational institution of higher education (FGAOUVO);
• State. educational institution of higher / secondary education (GOUV (S) O);
• Municipality preschool educational institution (MDOU);
• State. military educational institution of higher professional education (GVOUVPO);
• Federal State health protection institution (FGUZ);
• Municipality institution of health protection (MUZ);
• State. budgetary institution of arts/culture XXX reg. (GBUK XXX.reg.);
• State. Art/Culture Institution of XXX Settlement (GUK XXX);
• etc.

For example, when applying for a loan at Sberbank, the full name is indicated - “Public Joint Stock Company Sberbank of the Russian Federation”. In an abbreviated version, you need to write as follows - "PJSC Sberbank". Until August 2015, the financial and credit institution was an OJSC (Open Joint Stock Company). The change in the OPF was caused by a change in domestic legislation and the abolition of the OJSC / CJSC form, and the introduction - PJSC / NAO.

How to write an organizational form in Sberbank

To obtain borrowed funds from Sberbank, a client of a financial and credit institution will need to fill out a special questionnaire. In it, a person must indicate not only his personal data, but also write where he works, what position he holds, what assets he has (in particular: real estate, vehicles), etc. When filling out a line about the place of work, it is necessary to indicate the organizational and the legal form of the company/institution.

An example of how to fill out a questionnaire at Sberbank to receive borrowed funds

In the submitted sample, the applicant for a loan must fill in the line with the name "Name of the organization, including the organizational form." Since he works for ZARYAD Limited Liability Company, “LLC” (this is a legal form) and “ZARYAD” (this is an individual name) are entered in an empty cell.

How to fill out an application for a loan at Sberbank is shown in the illustration:

If the client of the bank worked at the Petrovsky State University of Physics and Technology, then in the column it would be necessary to write: FGBOU VO PPGTU. In this case, "FGBOU VO" is the OPF, which is like the "Federal State Budgetary Educational Institution of Higher Education." "PGFTU" is the abbreviated name of the educational institution.

Here are some more examples:

How to find the exact name of an organization

In order to be sure of the correct spelling of the name of your place of work and its organizational form, you can:

• contact an employee of the personnel department and ask how it will be correct to write the name of the company;
• look in the employment contract / certificate / pass;
• found on the official website of the company/institution (in the section "About the company", "Contact information", etc.).

Filling rules

The execution of the document should be started only after the exact information for filling it out is known. Regardless of what kind of form is being prepared (whether it is a questionnaire for obtaining a library card or a bank loan), the abbreviation of the OPF of the company / institution is indicated first, then a space is made and the name of the economic entity is written.

For the convenience of entering information, the input line is often divided into cells. This is done so that you can see where there is a gap between words, and so that each letter is located in its own box. This reduces the risk that, when processing the questionnaire, the specialist will not be able to parse its contents (identify the organization) due to the incomprehensible handwriting of the person filling it out.

The example clearly shows that each letter is in its own cell. OPF is separated from an empty cell.

In some cases, the ability to write OPF may be required

The most common situations:

• filling out a questionnaire in a medical institution;
• filling out a questionnaire when placing a child in a school / preschool educational institution, etc.;
• for obtaining a consumer loan or for business development;
• when applying for insurance;
• when processing payment orders;
• at the conclusion of contracts for the supply / sale, etc.

In contact with

The main organizational and legal forms are defined by the articles of the Civil Code of the Russian Federation. There are two groups of organizations: commercial and non-commercial. Commercial organizations are those whose main purpose is to make a profit. Non-profit organizations include organizations that are called upon to solve social, public, religious and other tasks.

Commercial organizations are divided into four groups: business companies, business partnerships, production cooperatives and state and municipal unitary enterprises (see Figure 1.1). Business companies include joint-stock companies, limited liability companies and additional liability companies.

Fig.1.1. Organizational and legal forms

A joint-stock company is “a commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the rights of the company's participants (shareholders) in relation to the company”. Shareholders are not liable for the obligations of the company and bear the risk of losses associated with its activities, within the value of their shares. Joint-stock companies can be created both open, in which shares are distributed on the basis of free subscription in the media, and closed, in which shares are distributed between the participants of the company.

A limited liability company is an organization founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. Participants of a limited liability 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 contributions .

An additional liability company is a company established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. Participants jointly and severally 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.

Business partnerships include: general partnership, limited partnership. A general partnership is a partnership, the participants (general partners) of which, in accordance with the concluded agreements, are engaged in joint entrepreneurial activities on behalf of the partnership. The share capital of the company consists of shares, the amount of which is determined by agreements. General partners are obliged to participate in the activities of the partnership and jointly and severally bear subsidiary liability with their property for the obligations of the partnership. Profits and losses are distributed in proportion to the shares of participants.

A limited partnership (limited partnership) is a partnership in which, along with general partners who carry out entrepreneurial activities on its behalf and are liable for its obligations with their property, there are one or more participants - investors (limited partners) who bear the risk of losses associated with activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the implementation of entrepreneurial activities by the partnership. The profit is distributed in accordance with the amount of the share capital belonging to the participant.

A production cooperative is a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor or other participation and the association of property shares by its members. Members of production cooperatives bear joint and several subsidiary liability. The property of the cooperative is divided into shares in accordance with the charter of the cooperative.

State and municipal unitary enterprises are organizations created by state (local) authorities.

In practice, a unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. The property belongs to the state or municipal government, is indivisible and cannot be distributed among deposits, including between employees of the enterprise, and is in the operational management of the enterprise.

1.4. Products of organizations (enterprises), its types and features. Indicators and meters of the composition and volume of products

The composition of the organization's (enterprise's) products is determined using two indicators: nomenclature and assortment. Nomenclature - this is a list of products combined into homogeneous groups, each of which includes products of the same name (TVs, video cameras, personal computers, etc.). Range - this is a list of products grouped, each of which contains products of the same name, brand, model, size. The nomenclature and assortment are an integral part of the plan for the production and sale of products. In addition to the characteristics of the products themselves, for each item, the following is indicated: the quantity of products, the complexity of manufacturing and the total cost of a unit of production, the selling price.

To determine the generalized and estimated indicators of the organization (enterprise) activity, a system of volumetric indicators is intended. When calculating these indicators, indicators of the volume of production and volume of production are distinguished. Under production volume refers to the valuation of costs for the production of products, regardless of the place of their production. Under production volume is understood as the valuation of the volume of production, taking into account only the own costs of a given organization (enterprise). The volume of production does not include the costs incurred in the previous stages of the production process. The volume of production should not include the cost of raw materials, materials, purchased components, fuel, energy.

In practice, three indicators of production volume are used:

commercial products,

sold products (sales volume, sales proceeds, sales volume),

gross output.

Marketable products- these are fully manufactured (tested and packaged) final products, semi-finished products intended for sale to other organizations (enterprises), services for own capital construction, services of an industrial nature. A sign of marketable products is the degree of its readiness.

Sold products- this is the commercial product that is sent to the consumer, the customer and paid for by him. It should be noted that the concept of sold products from an economic and accounting point of view is somewhat different, since from the latter point of view, the fact of sale is often considered to be the fact of shipment of products. Sold products may differ from marketable products by the amount of change in the balance of finished products in the warehouse of the organization (enterprise), finished products that are in the process of transportation, as well as changes in the volume of products unpaid by the consumer.

where is the volume of sold products;

- the volume of commercial products manufactured for a certain period of time;

. - change in the balance of commercial products in the warehouse of the organization;

- change in commercial products that are in the process of transportation to the consumer or customer;

- change in the balance of unpaid products.

– in the absence of residues (e.g. bakery products). Ideal, but with long manufacturing cycles this is physically impossible.

Gross output- this is a cost estimate of the costs of an organization (enterprise) for the production of products for a certain period of time. Gross output differs from commodity output by the amount of work in progress, i.e., the valuation of products at various stages of the technological process.

where - gross output;

- the volume of marketable products;

– change in the volume of work in progress.

Work in progress is production that is at any stage of the technological process of production.

Gross output is the oldest and most obsolete indicator. In market conditions, it should be used only within a separate organization (enterprise) when calculating the need for personnel, a preliminary assessment of the compliance of the volume of work for a certain period of time with throughput.

The most important volume indicator in market conditions is sold products, since its volume depends, on the one hand, on many internal factors, and, on the other hand, has a significant impact on the amount of profit. The main internal factors affecting the volume of products sold are: the correctness of the formation of the range of products, the competitiveness of products, reasonable pricing and cost policies of the organization (enterprise), the perfection of the technical, technological and material base, the progressiveness of the forms and methods of organization and management used, marketing research, etc.

To calculate any volume indicator, you need to know the amount of production and the volume meter.

where is the volume index;

- the number of types of products;

- quantity i- that product;

- volume meter.

In practice, the following volume meters are used:

1. natural - any physical meter (quantity in pieces, meters, tons) is used only for the production of one type of product.

2. Labor meters , these include the labor intensity of the product and the basic wages of production workers. These meters are used only within the organization. The disadvantage is that the complexity does not take into account the complexity of the work performed. Wages do not have this disadvantage.

3. Cost meters : price, total cost, value added by processing.

Price is the only measure of the volume of products sold. Full cost - includes all the costs of the organization for the production and sale of products and is used within the organization. Processing value added is an indicator that takes into account only the newly created value of a given organization, i.e. her own expenses.

Each of the listed meters has its purpose and scope.

1.5. Quality and competitiveness of products: concept, indicators and evaluation methods

Product quality- this is a set of product properties that determine its suitability to satisfy certain needs in accordance with the purpose (GOST 15467-79). According to the international standard ISO 8402.1994, quality is defined as a set of characteristics of an object (activity or process, product, service, etc.) related to its ability.

Estimated indicators quantitatively characterize those properties,
which form the quality of products as an object of production
and consumption or exploitation. They are used to standardize
quality requirements, assessment of the technical level in the development of standards, quality checks during control, testing and certification. Estimated indicators are divided into functional, resource-saving and environmental.

Functional indicators characterize the properties that determine the functional suitability of products to meet specified needs. Oki combine indicators of functional suitability, reliability (reliability, maintainability, durability, reproducibility, storability), ergonomics (hygienic, anthropometric, physiological, psychological) and aesthetics (form rationality, composition integrity, production excellence).

Resource-saving indicators characterize the properties of products that determine the level of resources spent during its creation and use. The group of resource-saving indicators includes subgroups of manufacturability and resource consumption indicators.

Environmental indicators of product quality characterize its properties associated with the impact on humans and the environment. They are combined into two groups of indicators - safety and environmental friendliness.

Quality Level- this is a relative indicator that characterizes the result of comparing the quality indicators of a new product with the quality indicators of a product similar in terms of functional indicators.

Where i– quality indicator index;

– quality factor i-th parameter;

- weight coefficient.

where - value i-th quality indicator of a new product;

Meaning i-th quality index of the base product.

Competitiveness- this is the ability of a product to find its consumer, provided that the market is saturated with similar products.

When evaluating the competitiveness of a product, it should be compared with a similar product available on the market for its functional purpose, therefore, the indicator is relative.

Non-Profit Organizations are created for other purposes and do not pursue profit as the main goal of their activities. Such goals, as a rule, include: social, cultural, educational, spiritual, charitable and other types of goals. Non-profit organizations have the right to engage in entrepreneurial activities only if this activity is aimed at achieving the goals of the organization.

Properties of business partnerships and companies

Business partnerships and companies are recognized as corporate commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). The property created at the expense of the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activity, belongs to the business partnership or company by the right of ownership. As a rule, the scope of rights and responsibilities of the organization's participants is determined in proportion to their shares in the authorized capital.

In addition to the general features presented above, there are fundamental differences between business partnerships and companies.

Member Responsibility . The participants in the partnership are liable for its debts with all their property, which may be levied. The participants of the company are not liable for the debts of the company and are liable for its obligations within the limits of their shares.

List of participants . Only individual entrepreneurs or commercial organizations can become members of the partnership. Members of a business partnership can be both organizations and individuals.

Change of membership . In economic societies, this is much easier. Any participant can leave the company or sell his share, while the company continues to function.

To withdraw from the partnership, it is required to declare this at least 6 months before the withdrawal. In case of withdrawal, the participant is paid the value of his share in the property of the partnership, unless otherwise provided by the constituent agreement. Upon withdrawal of any of the participants, the partnership ceases to operate, unless otherwise provided by the founding agreement or agreement of the remaining participants.

Organization of activities . The partnership is run by the members themselves. The organization of the company's activities is carried out through its management bodies. For a company, the main constituent document is the charter, for a partnership it is an agreement.

Types of business partnerships

The types of business partnerships include: general partnership and limited partnership.

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

Please note that a participant in a general partnership that is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. A participant who has left the partnership shall be liable for the obligations of the partnership that arose before the moment of his withdrawal, on an equal basis with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

A general partnership requires a minimum of two members, each of whom can only be a member of one partnership. Profit allocated to dividends is distributed among general partners in proportion to their shares in the share capital.

We can safely say that participation in a general partnership implies too high a responsibility for its participants. Any wrong decision threatens with serious consequences, even if you have already left the composition of its participants.

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

As we noted earlier, only individual entrepreneurs or commercial organizations can be full partners. While both legal entities and citizens can act as contributors. A limited partnership requires at least one general partner and one contributor, with no maximum limit.

Profit allocated to dividends is distributed among general partners and investors in proportion to their shares in the share capital. First of all, dividends are paid to depositors, however, the amount of dividend per unit of contribution for general partners cannot be higher than for depositors.

Thus, business partnerships can attract a significant amount of capital, since the composition of its participants is unlimited. The joint and several subsidiary liability of its participants is an advantage for creditors, but creates high risks of doing business. The management of a general or limited partnership requires a high level of trust and agreement on fundamental issues, otherwise the management of the organization will be difficult.

Currently, business partnerships are used extremely rarely. The principles of creation and management of business partnerships are described in the Civil Code of the Russian Federation, Articles 66-86.

Types of business companies

Economic companies are one of the main forms of business organization in Russia. These include: a limited liability company, an additional liability company and a joint stock company.

Limited Liability Company(LLC) - a legal entity established by one or more persons, the authorized capital of which is divided into certain shares (the amount of which is established by the constituent documents). Members of an LLC bear the risk of loss only to the extent of the value of their contributions.

In practice, LLC is the most popular form of business organization in Russia, largely because it avoids the main disadvantages of partnerships. First, the liability for the obligations of the organization is limited by the size of its authorized capital. Secondly, the process of leaving society is easier. At the same time, the former participant may not only sell his share, but also demand payment of the value of a part of the property corresponding to his share in the authorized capital, if this is provided for by the charter. Accordingly, if the value of the property of the LLC has increased, then the participant leaving it will receive not only his initial contribution, but also an increased share in the property.

In addition, an LLC is characterized by the fact that operational management in a company (unlike partnerships) is transferred to an executive body, which is appointed by the founders either from their own number or from among other persons. The members of the company retain the rights to strategic management of the company. These measures reduce differences of opinion in the management of the organization.

Limited Liability Companies Federal Law No. 14 and Articles 87-94 of the Civil Code of the Russian Federation are regulated. In one of the previous articles, we examined one of the forms of business management without forming a legal entity. In our opinion, an individual entrepreneur, along with an LLC, is one of the best forms for starting a business.

Additional Liability Company(ODO) - a company whose authorized capital is divided into shares determined by the constituent documents. ALC participants bear subsidiary (full) liability for its obligations with their property in the same multiple for all to the value of their contributions to the authorized capital. For example, the authorized capital of an ALC is 50 thousand rubles. The charter determines that the company bears an additional five-fold liability. This means that if the property of the company is insufficient, creditors can receive up to 250 thousand rubles from participants.

In practice, an additional liability company was rarely met, therefore, in 2014 they were abolished. Previously created ALCs are subject to the provisions of the Civil Code governing the activities of LLCs, with the exception of liability for obligations.

Joint-Stock Company(JSC) 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.

It should be noted that previously joint-stock companies were usually divided into open and closed. However, since 2014, new designations have been introduced: public joint stock company(PJSC) and non-public joint-stock company(AO).

A public joint-stock company is a joint-stock company whose shares can be freely traded on the market. A non-public JSC is a joint-stock company whose shares are distributed only among the founders or a predetermined circle of persons. In addition to the above, there are several other differences between PAO and JSC.

1. Authorized capital . The minimum authorized capital for a PJSC is higher than for a JSC and amounts to 100 thousand rubles. For a non-public company, its size is 10 thousand rubles.
2. Acquisition of shares by shareholders . Shareholders of a joint-stock company are provided with the right of pre-emption to buy shares of the company from other shareholders. PJSC shareholders acquire new shares on a general basis.
3. Publication of statements . A public joint stock company is obliged to publish annual reports on the official resources of the company. The correctness of the reporting is checked by audit companies. This requirement is necessary for investors to understand the financial condition of the business. A non-public joint-stock company, as a rule, may not disclose its own financial statements.

The activity of joint-stock companies is one of the most strictly regulated by law. Among the main laws, articles 96-104 of the Civil Code of the Russian Federation, as well as Federal Law No. 208 "On Joint Stock Companies" can be distinguished. In one of the following articles, we will compare joint-stock companies and limited liability companies in more detail.

So, we see that business companies provide entrepreneurs with a wider range of opportunities not only in raising funds, but also in managing the company. Joint-stock companies and limited liability companies allow founders and investors to limit their losses in case of problems with the company, while still providing ample opportunities to generate income.

Production cooperatives and unitary enterprises

Production cooperative(artel) - a voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and the association of property shares by its members. The charter of a production cooperative may also provide for the participation of legal entities in its activities. The minimum number of members to form a cooperative is five.

Members of a production cooperative bear subsidiary responsibility and are divided into those who take and those who do not take personal labor participation in the activities of the PC. The profit of the cooperative is distributed among its members in accordance with their labor participation and contributions to the share fund of the cooperative. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors are distributed in the same manner.

The minimum size of the share fund of a production cooperative is not established by law. However, at least 10% of their share contributions, members of the cooperative are required to pay before the state registration of the cooperative, and the rest - within one year from the date of registration. Contributions to a mutual fund may be made in cash, securities, other property, intangible assets.

One of the main advantages of production cooperatives is tax optimization: you can switch from a general to a simplified taxation system with any number of PC members, as well as reduce the amount of insurance premiums paid and increase salaries for employees. Other advantages are: an unlimited number of members, equal rights in management, etc.

But there are also disadvantages, among them: the subsidiary liability of PC members, the pooling of labor contributions, not capital, which can create problems in determining the real contribution of each participant, especially for a complex commercial structure.

Issues of the legal status and features of the PC are regulated by Article 106 of the Civil Code of the Russian Federation, as well as federal law No. 41-FZ “On production cooperatives”.

unitary enterprise- a commercial organization that is not endowed with the right of ownership of the property assigned to the owner. The property of a unitary enterprise is indivisible and cannot be distributed by contribution (shares, shares), including among the employees of the enterprise. In the form of unitary enterprises, only state and municipal enterprises can be created that are liable for their obligations with all their property, but are not liable for the obligations of the owner of his property.

State (state) enterprise - a unitary enterprise based on the right of operational management and created on the basis of property that is in federal (state) ownership. A state-owned enterprise is created by decision of the Government of the Russian Federation.

municipal enterprise - a unitary enterprise based on the right of economic management and created on the basis of state or municipal property. It is created by the decision of the authorized state body or local self-government body.

The right of economic management is the right of an enterprise to own, use and dispose of the property of the owner within the limits established by law or other legal acts. The right of operational management is the right of an enterprise to own, use and dispose of the property of the owner assigned to it within the limits established by law, in accordance with the goals of its activities, the tasks of the owner and the purpose of the property.

The right of economic management is wider than the right of operational management, i.e. an enterprise operating on the basis of the right of economic management has greater independence in management. The legal status of unitary enterprises is determined by Articles 113-114 of the Civil Code of the Russian Federation and Federal Law No. 161-FZ “On State and Municipal Unitary Enterprises”.

This concludes our consideration of the forms of commercial organizations in Russia. Next, let's talk about non-profit organizations and doing business without forming a legal entity.

Non-Profit Organizations

As mentioned earlier, non-profit organizations, firstly, do not pursue profit as the main goal of their activities. And, secondly, they do not distribute the profit (if it was nevertheless received) between the participants. In Russia, there are quite a few different forms of NGOs, let's consider the main ones.

consumer cooperative- 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. Provides two types of membership: member of the cooperative (with the right to vote); associate member (has the right to vote only in certain cases provided for by law).

Fund- an organization that does not have 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. The right to engage in entrepreneurial activities to achieve their goals (including through the creation of economic companies and participation in them).

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. This is the only type of non-profit organizations that have property on the basis of the right of operational management.

Association (union)- a voluntary association of legal entities established in order to coordinate business activities and protect their property interests. Association members retain their independence and have the right to join other associations.

There are other types of public organizations: public and charitable organizations, non-profit partnerships, religious organizations, etc. All these organizations are created either to achieve “lofty” goals, or to protect and coordinate the activities of citizens and organizations.

A complete list of non-profit organizations is presented in Art. 123 of the Civil Code of the Russian Federation.

Business without formation of a legal entity

There are two types of entrepreneurial activity without forming a legal entity: individual entrepreneurs and simple partnerships.

Individual entrepreneur(IP) - an individual registered in the manner prescribed by law and carrying out entrepreneurial activities without forming a legal entity, while having many of the rights of legal entities. Sole proprietorship has a lot of advantages, especially for start-up entrepreneurs: the sole proprietorship registration procedure is faster and easier, simplified reporting is possible, liability and fines are much lower, and much more. We discussed the pros and cons of IP in more detail in previous articles.

simple partnership is a form of activity 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. Only commercial companies and individual entrepreneurs can be parties to a partnership.

In order to carry out joint activities, partners make contributions in the form of: property, property rights, cash, securities; skills, knowledge, business connections, business reputation, etc. The amount and type of contribution made by each partner is determined by the specific goals of joint activities, the capabilities of each of the partners and their agreements among themselves.

A simple partnership, for all the complexity of its application, is a unique tool that allows not only to combine several companies with the goal of achieving a joint result, but also to be flexible enough to regulate the tax consequences of the activities of each of the partners. This type of organizational and legal form is regulated by Chapter 55 of the Civil Code of the Russian Federation.

Thus, we have considered all organizational and legal forms of enterprises in Russia. They differ in the goals of creation, responsibility for obligations, opportunities for attracting investments, etc. Below is a summary table for all types of organizations in Russia. And in one of the following articles we will talk about foreign forms of doing business.

Table of organizational and legal forms of enterprises

Useful resources:

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

Entrepreneurial activity without formation of a legal entity can be carried out in the Russian Federation both by individual citizens (individual entrepreneurs), and within the framework of a simple partnership - an agreement on joint activities of individual entrepreneurs or commercial organizations. As the most significant features of a simple partnership, one can note the joint and several liability of the participants for all common obligations. The profit is distributed in proportion to the contributions made by the participants (unless otherwise provided by the contract or other agreement), which are allowed not only tangible and intangible assets, but also the inseparable personal qualities of the participants.

Fig. 1.1. Organizational and legal forms of entrepreneurship in Russia

Legal entities are divided into commercial and non-commercial.

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

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

Let's take a closer look at commercial organizations.

1. Partnership.

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

The disadvantages of this organizational and legal form are:

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

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

Partnerships are of 2 types: full and limited.

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

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

A general partnership does not have a charter; it is created and operates on the basis of a constituent agreement signed by all participants. The agreement contains information that is mandatory for any legal entity (name, location, procedure for joint activities of participants in creating a partnership, conditions for transferring property to it and participation in its activities, the procedure for managing its activities, the conditions and procedure for distributing profits and losses between participants, the procedure for exiting participants from its composition), as well as the size and composition of the share capital; the size and procedure for changing the shares of participants in the share capital; the amount, composition, terms and procedure for making deposits; responsibility of participants for violation of obligations to make contributions.

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

General partnership management carried out by common consent of all participants; each participant has, as a rule, one vote (the memorandum of association may provide for a different procedure, as well as the possibility of making decisions by a majority of votes). Each participant has the right to get acquainted with all the documentation of the partnership, and also (unless the contract establishes a different way of doing business) to act on behalf of the partnership.

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

Due to the extremely strong interdependence of a general partnership and its participants, a number of events affecting the participants can lead to the liquidation of the partnership. For example, a participant's exit; death of a participant - an individual or liquidation of a participant - a legal entity; foreclosure by a creditor of any of the participants on a part of the property of the partnership; opening in relation to the participant of reorganization procedures by a court decision; declaring the participant bankrupt. However, if it is provided for by the founding agreement or the agreement of the remaining participants, the partnership may continue its activities.

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

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

The basic principles of formation and functioning here are the same as those of a general partnership: this applies both to the share capital and to the position of general partners. The Civil Code of the Russian Federation introduces a ban on any person being a general partner in more than one limited or full partnership. The memorandum of association is signed by the general partners and contains all the same information as in a general partnership, as well as data on the total amount of contributions of limited partners. Management procedure as in a full partnership. Limited partners do not have the right to interfere in any way with the actions of general partners in the management and conduct of business of the partnership, although they can act on behalf of it by proxy.

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

The liquidation of a limited partnership occurs on all grounds for the liquidation of a general partnership (but in this case, the preservation of at least one general partner and one contributor in its composition forms a sufficient condition for the continuation of activity). An additional reason is the disposal of all contributors (the possibility of transforming a limited partnership into a full one is allowed).

2. Society.

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

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

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

There may be no memorandum of association at all (if the company has one founder), and the charter is mandatory. These two documents have qualitatively different functions: the contract mainly fixes the relationship of the participants, and the charter - the relationship of the organization with the participants and third parties. One of the main tasks of the charter is to fix the authorized capital as a measure of the company's responsibility to third parties.

The authorized capital of an LLC, which consists of the value of the contributions of its participants, must, in accordance with the Law of the Russian Federation "On Limited Liability Companies", be at least 100 times the minimum wage. By the time of registration, the authorized capital must be paid at least half, the remaining part is payable during the first year of the company's operation.

The supreme body of the LLC is general meeting of its members(in addition, an executive body is created to carry out current management of activities). The following issues fall within its exclusive competence of the Civil Code of the Russian Federation:

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

Formation of executive bodies and early termination of their powers:

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

Election of the Audit Commission;

Reorganization and liquidation of the company.

A member of an LLC may sell his share (or part thereof) to one or more members. It is also possible to alienate a share or part of it to third parties, unless this is prohibited by the charter. Participants of this company have a pre-emptive right to purchase (as a rule, in proportion to the size of their shares) and can exercise it within 1 month (or another period established by the participants). If the participants refuse to acquire a share, and the charter prohibits its sale to third parties, then the company is obliged to pay the participant its value or give him property corresponding to its value. In the latter case, the company must then either sell this share (to participants or third parties) or reduce its authorized capital.

A participant has the right to leave the company at any time, regardless of the consent of other participants. At the same time, he is paid the cost of a part of the property corresponding to his share in the authorized capital. Shares in the charter capital of an LLC may be transferred by way of inheritance or succession.

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

Expiration of the period specified in the constituent documents;

Achieving the goal for which the society was created;

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

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

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

Refusal to transform an LLC into a JSC if the number of its participants exceeded the limit established by law and did not decrease to this limit within a year.

Companies with additional liability.

Participants in an additional liability company are liable with all their property.

joint-stock companies.

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

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

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

The instrument for ensuring property guarantees in relations with JSCs is the authorized capital. It is made up of the nominal value of the shares acquired by the participants, and determines the minimum size of the property of the joint-stock company, which guarantees the interests of its creditors. If at the end of any financial year, starting from the second, the value of the net assets of the JSC turns out to be less than the authorized capital, the latter must be reduced by the appropriate amount. At the same time, if the specified value becomes less than the minimum allowable amount of the authorized capital, such a company is subject to liquidation.

A contribution to the property of a joint-stock company may be money, securities, other things or property rights, or other rights having a monetary value. At the same time, in cases provided for by law, the assessment of participants' contributions is subject to independent expert verification. Such a requirement brings Russian legislation closer to the rules developed in other countries to combat dishonest practices in the formation of authorized capital.

The minimum authorized capital of a JSC is 1,000 times the minimum monthly wage (as of the date of submission of constituent documents for registration).

JSCs can only issue registered shares.

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

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

3. Production cooperative.

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

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

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

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

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

The initial contribution of a cooperative member is set at 10% of its share contribution, the rest is paid in accordance with the charter, and in case of bankruptcy, limited or unlimited additional payments may be required (also in accordance with the charter).

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

4. State and municipal UE.

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

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

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

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

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

the procedure for managing activities, the subject and goals of activities;
the size of the statutory fund, the procedure and sources of its formation.

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