Entrepreneurial law commercial organizations. Commercial organizations and business associations as business entities. Legal entities as participants in entrepreneurial activity

Commercial organizations can be classified on grounds, similar to how legal entities are classified. So, depending on the rights of the founders (participants) in relation to commercial organizations or their property, one can distinguish:

• a) commercial organizations in respect of which their participants have mandatory rights: business partnerships, business companies, production cooperatives,
• b) commercial organizations, on the property of which their founders (participants) have the right of ownership or other real right: state and municipal unitary enterprises.

Depending on the type of real right to property, commercial organizations differ:

• a) commercial organizations that have the right to own property: business partnerships, business companies, production cooperatives:
• b) commercial organizations that have the right of economic management of property: state and municipal unitary enterprises (except state-owned):
• c) commercial organizations that have the right to operational management of property: state-owned enterprises.

In this regard, it should be emphasized that, under the current legislation, the possibility of creating and operating commercial organizations, as well as other legal entities, is excluded only on the basis of property received under an agreement (lease, loan, etc.), in the absence of contributions from the founders in the authorized (share) capital of a commercial organization.

An entrepreneur is a natural or legal person registered in accordance with the procedure established by law, respectively, as an individual entrepreneur or a commercial organization and carrying out entrepreneurial activities. The fact of implementation by a person entrepreneurial activity is the basis for recognizing him as a special subject of civil law - an entrepreneur and determines the need for the legislator to present special requirements to him and his activities.

So, in the Civil Code there are special rules on the entrepreneurial activity of citizens (Article 23), on the insolvency (bankruptcy) of an individual entrepreneur (Article 25), on commercial organizations (Article 50). All this testifies to the need to clarify who is an entrepreneur under Russian law and what are the special rules that apply to him and his activities.

Recognition of the status of an entrepreneur is an important legal fact and entails certain legal consequences.

Firstly, the transactions concluded by the entrepreneur are summarized as related to his entrepreneurial activity and are qualified as trading, i.e. subject to a special regime legal regulation(relations between entrepreneurs or with their participation are specially distinguished in the structure of the subject of civil law, clause 1, article 2 of the Civil Code).

Recognition for a person of the status of an entrepreneur provides him additional rights and entrusts him with a number of responsibilities. By granting additional rights to entrepreneurs, the legislator assigns certain prerogatives to entrepreneurs. For example, commercial organizations have the exclusive right to use a company name (clause 4, article 54 of the Civil Code) or another object intellectual property(Article 138 of the Civil Code).

In particular, the company name individualizes the entrepreneur and his activities in commercial circulation, which is important in competition. The exclusivity of the right to a company name lies in the fact that other entrepreneurs are not entitled to use it in business without the consent of the copyright holder.

The imposition of additional obligations, subjecting the activities of entrepreneurs to a stricter regime, aims to ensure the interests of others who interact with the entrepreneur. Such duties include: publication of information about the entrepreneur in the unified state register of legal entities, open to the general public and giving an idea to other persons about the legal status of the entrepreneur (Article 51 of the Civil Code)

Keeping records of business activities, which serves the purpose of monitoring its conduct, and in the event of disputes with other persons, it facilitates the proof of the facts of the conduct business transactions(Article 88 of the Law on Joint Stock Companies), provision by an entrepreneur in the prescribed manner of information about their activities, provision of financial statements for taxation of their activities, etc.

It should be noted that not every natural and legal person can be an entrepreneur. Prohibitions to engage in entrepreneurial activities primarily apply to civil servants, i.e. citizens of the Russian Federation who, in accordance with the procedure established by federal law, perform duties in a public position of the civil service for a monetary reward paid from the federal budget or the budget of the corresponding subject of the Russian Federation (clause 1, article 3 of the Federal Law "On the Fundamentals of the Civil Service of the Russian Federation") and in in accordance with Art. 11 of the Federal Law, a civil servant is not entitled to engage in entrepreneurial activities personally or through proxies.

A commercial organization is considered established and acquires the status of a legal entity from the date of its state registration(Clause 2, Article 51 of the Civil Code). From this moment, the legal capacity of a commercial organization arises, that is, to have civil rights and take responsibility.

According to the current Russian law, there are various organizational and legal forms of commercial organizations, depending on who owns the organization, the form of ownership is also determined. The legislation of the Russian Federation provides for the following forms of ownership: private, state, property of public organizations (associations) and mixed.

Commercial organizations are divided into three broad categories: 1) organizations that unite individual citizens ( individuals); 2) organizations that pool capital 3) state unitary enterprises.

1) organizations uniting individual citizens (individuals) - economic partnerships and production cooperatives. The Civil Code clearly distinguishes partnerships - associations of persons requiring the direct participation of founders in their activities, companies - capital associations that do not require such participation, but involve the creation of special management bodies. Business partnerships can exist in two forms: a general partnership and a limited partnership.

AT full partnership(PT) all its participants (general partners) are engaged in entrepreneurial activities on behalf of the partnership and bear the full liability for his obligations. Each member may act on behalf of the partnership if founding agreement there is no other order. The profit of a full partnership is distributed among the participants, as a rule, in proportion to their shares in the share capital. For the obligations of a full partnership, its participants are jointly and severally liable with their property.

partnership in faith, or a limited partnership (TV or CT), such a partnership is recognized in which, along with general partners, there are also participants-contributors (limited partners) who do not take part in the entrepreneurial activities of the partnership and bear limited liability within the limits of the amounts of their contributions. In essence, TV (CT) is a complicated type of PT.

In a general partnership and limited partnership, shares of property cannot be freely assigned, all full members bear unconditional and joint and several liability for the liability of the organization (they answer with all their property).

2) organizations that pool capital - Production cooperative(PrK) p .with. 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 its members (participants) of property shares. The peculiarities of the PrK are the priority of production d-ti and the personal labor participation of its members, the division of the property of the PrK into shares of its members.

Joint-stock company(JSC) is a company, the authorized capital of which consists of the nominal value of the shares of the company acquired by shareholders, and, accordingly, is divided into this number of shares, and its participants (shareholders) bear material liability within the value of their shares. JSCs are divided into open and closed (JSC and CJSC). Members of an OJSC may alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription for issued shares and their free sale. In a CJSC, shares are distributed by closed subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian law is limited to 50 persons.

But there is also a third, "hybrid" category - a limited liability company and a company with additional liability - which simultaneously applies to organizations that unite individuals and organizations that unite capital.

Limited Liability Company(LLC) is a company whose authorized capital is divided into shares of participants who are liable only within one hundred

Joint-stock company(JSC) is a company, the authorized capital of which consists of the nominal value of the shares of the company acquired by shareholders, and, accordingly, is divided into this number of shares, and its participants (shareholders) bear material liability within the value of their shares. Joint stock companies are divided into open and closed (JSC and CJSC). Members of an OJSC may alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription for issued shares and their free sale. In a CJSC, shares are distributed by closed subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian law is limited to 50 persons.

3) K state and municipal unitary enterprises(UP ) 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

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)

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

Naturally, not only individual entrepreneurs can act as subjects of trading activity. Legal entities- commercial and non-commercial organizations - have the right to act as subjects of commercial law from the moment information about them is entered into a single State Register legal entities (USRLE). The main goal of a commercial organization is to extract profit from its activities and distribute it among the participants. In addition, commercial organizations have general legal capacity. All permissible organizational and legal forms of commercial organizations are enshrined in Art. 50 of the Civil Code of the Russian Federation. This list is exhaustive.

The most common types of commercial organizations are business partnerships and companies. A partnership is an association of persons, and a society is an association of capitals. Members of the partnership must directly participate in the activities of the organization. The participants of the partnership may be individual entrepreneurs and commercial organizations, the participants of the partnership may be citizens and legal entities. The rights and obligations of the company are exercised exclusively through its bodies, while the actions of general partners are the actions of the partnership itself. One and the same person may be a member of only one partnership, but may participate in an unlimited number of companies. In addition, the property liability of the participants of these legal entities is different.

The list of organizational and legal forms of non-profit organizations is determined by the Civil Code of the Russian Federation, as well as federal laws. It must be remembered that non-profit organizations have limited commercial legal capacity, they have the right to acquire the necessary material resources, sell the products they produce only in accordance with the statutory goals of the activity, it is to achieve these goals that all the profit received from entrepreneurial activity goes. In addition, non-profit organizations are not entitled to enter into supply contracts as suppliers, significant restrictions exist for such organizations in foreign trade operations, in obtaining export licenses and quotas, in licensing for special activities.

These features significantly distinguish non-profit organizations from commercial or even individual entrepreneurs, who can participate in the trade turnover in full.

Significantly expands the opportunities for a legal entity to participate in trade turnover, the existence of its branches and representative offices (this speeds up and facilitates the promotion of goods). The named subdivisions are not independent legal entities, they are endowed with property by the legal entity that created them.

Legal entities often form associations in the form of associations and unions. The task of these non-profit organizations that do not have the right to engage in trade and other entrepreneurial activities (with the exception of unions of consumer societies) is to coordinate the activities of participants in joint programs, represent them in legislative and executive authorities, and promote the protection of the interests of participants in such an association. They can develop competitive strategy and market analysis, issues of conducting advertising campaigns help to resolve conflicts with tax and supervisory authorities.

Trade turnover involves not only domestic organizations, but also commercial organizations with foreign investments, as well as foreign legal entities and citizens. A foreign investor must acquire at least 10% of a share (contribution) in the authorized (share) capital of a business partnership or company established in Russia in order to create a commercial organization with foreign investments. Such organizations enjoy additional legal protection, guarantees and benefits provided by federal law dated July 9, 1999 No. 160-FZ "On Foreign Investments in the Russian Federation".

In addition, the subjects of the Russian Federation, territorial and municipal entities as an independent group of subjects commercial activities also participate in trade relations through their executive bodies.

Among the persons participating in trading activities there is also a group of special entities, which are called the organizers of the commodity market and form the conditions and opportunities for the performance of trading operations by other participants in the commodity market. In addition, they contribute to the development of commerce, trade and economic relations, etc.

Organizations forming the commodity market, in accordance with the Law of the Russian Federation of February 20, 1992 No. 2383-1 "On commodity exchanges and exchange trading", include commodity exchanges. They organize and regulate exchange trading, carried out in the form of open and public auctions, carried out in a predetermined place and at a certain time according to established rules. The Exchange has the right to carry out only the named types of activities and is not a participant in transactions made in the course of stock trading, is not responsible for non-fulfillment of obligations under exchange transactions. Therefore, transactions cannot be made on behalf of and at the expense of the exchange.

A commodity exchange is created by legal entities and (or) individual entrepreneurs, the number of which cannot be less than 10. Members (founders) of the exchange participate in the formation of the authorized capital of the exchange or make membership or other targeted contributions to the property of the exchange. The share of each founder or member of the exchange in its authorized capital cannot exceed 10 percent.

One of the important tools that also contribute to the organization of wholesale sales and purchases of goods are wholesale fairs. Their main task is to create conditions for the commission trade deals visitors (both establishing links between manufacturers and consumers of goods - guests of the fair, and searching for intermediaries) and organizing bidding. Actually, they cannot conduct trading activities on their own behalf. This tool is quite effective (here in short time a large number of contracts). Every year a large number of fairs are held in the country at various levels - from regional to all-Russian.

Today, wholesale food markets also have a significant impact on the organization of trading activities, the purpose of which is also to create conditions for the sale of goods by manufacturers for wholesale buyers (shops, organizations Catering and etc.). hallmark wholesale food markets is that they work constantly (all year round) and, in addition, the administration of the market (in addition to creating conditions for trading activities) is obliged to monitor the quality of products, compliance with their sanitary requirements.

In order to sell property in the process of privatization, bankruptcy proceedings, as well as in general commercial practice, commercial auctions, which are carried out in the form of a tender or auction, are increasingly used. The auction organizers may be specialized organizations acting on the basis of an agreement with the owner of the goods, or directly the owners of the goods being sold.

The possibility of holding trade and industrial exhibitions, which have great potential in this industry, is legally fixed. Such exhibitions are used to sell goods by samples. Here it is easier to find trade and economic partners and establish stable links between manufacturers and various buyers. This is due to the holding of advertising displays of new types of products or products with improved properties.

Along with the organizers of trading activities, trade and intermediary organizations are distinguished as subjects, which are divided into types depending on the functions they perform in the commodity market, the nature of the operations performed with the goods, the main types of contracts used and other grounds.

There is a whole group of independent trade and intermediary organizations that purchase from the manufacturer, and then sell goods to consumers on their own behalf and at their own expense (which is formalized by a chain of contracts).

Among these entities are the following.

1. Dealers - wholesale organizations specializing in the sale of goods of certain commodity groups. The intermediary becomes the official dealer of the company if it assumes the obligation to sell the goods of any manufacturer. Legal entities always act as dealers. Their other mandatory feature is independent, i.e. on its own behalf and at its own expense, making purchases and selling goods.

2. Trading houses are diversified organizations. They carry out not only trade, but partly also production activities, for example, processing, packaging, packaging, sorting of goods sold, etc. Trading house may be in the form of a single legal entity or in the form of a corporation of trading, transport, warehouse and other firms. In accordance with the current international and domestic legislation, in order to facilitate the entry of domestic producers into foreign markets, it is possible to form trading houses for foreign trade activities. One of their advantages is called a prompt response to changes in market conditions, the performance of important additional functions in connection with the production and sale of goods, the unification of small and medium-sized wholesale organizations, the reduction in distribution costs, the cost of marketing research and promotional activities achieved on this basis.

3. Traders are specialized intermediaries, they make transactions on behalf of clients, but on their own behalf and at their own expense. Unlike dealers, traders can be not only legal entities, but also individual entrepreneurs. Another important difference is that traders specialize in short-term trades, short operations.

4. Participants in foreign trade turnover are distribution firms (distributors) that sell imported goods on the territory of their country. Long-term relationships with foreign suppliers, formation of own sales network, warehouse stocks of goods, the study of demand and advertising of goods - the characteristic features of this subject. Distributors carry out their activities on the basis of distribution contracts with manufacturers of goods and sales companies.

Distributors differ depending on the availability of warehouse space:

For having warehouses (regular);

For renting warehouses or those without warehouses.

Firms that do not have their own storage facilities, carrying out transit deliveries, of course, cannot perform the functions of accumulation and storage of goods, conclude contracts for the supply in future periods, provide services for sorting and selecting assortment groups of goods.

All of the above organizations carry out the purchase and sale of goods on their own. But in commercial activity, there are entities that do not acquire property rights to goods, but only those that facilitate the sale of goods: commission agents, stockist firms, brokers, sales agents and etc.

So, commission agents acting in foreign trade turnover, make transactions, albeit on their own behalf, but on behalf of clients and at their expense.

Specialized intermediaries are stockist firms that carry out, under a commission agreement, the sale of goods only from a certain exporter. The foreign consignor's goods are stored in the so-called consignment warehouse. But unlike the goods received by the distributor, the ownership of this goods is retained by the foreign supplier (exporter). In the future, the goods are sold under contracts to medium and small buyers.

Brokers are also a fairly common type of intermediaries who conclude contracts on behalf of and at the expense of the principal. Brokers carry out their intermediary activities thanks to a thorough knowledge of the supply and demand for certain goods on the market and the ability to promptly execute orders. Acting as independent brokers or firms.

Another important group of subjects is trade agencies and agents. They are engaged in finding buyers for the seller, negotiating with them and informing them.

This list of trade entities is not exhaustive.

Separate consideration is required by such organizers of trade activities as chambers of commerce and industry (CCI). Features of their legal status are determined by the Law of the Russian Federation dated July 7, 1993 No. 5340-1 “On Chambers of Commerce and Industry in the Russian Federation”.

According to the said Law, CCIs are non-commercial public organizations formed on the basis of membership by commercial and non-profit organizations and individual entrepreneurs. Chambers of commerce and industry can be formed on the territory of one or several subjects of the Federation, but only one chamber of commerce and industry can be formed on one territory.

The objectives of the Chamber of Commerce and Industry are to promote the development of the country's economy, its integration into the world economic system, the comprehensive development of entrepreneurship, trade, economic, scientific and technical ties with entrepreneurs from other countries. The Chamber of Commerce and Industry of the Russian Federation and the Chamber of Commerce and Industry in the regions of the country perform significant and varied work, contributing to the formation of the national commodity market.

A significant practical issue is the choice of the optimal type of legal entity for participation in trading activities. It depends on the tasks performed by the organization, its goals and content of activities, as well as economic, organizational and legal factors.

This takes into account the speed, efficiency of creating an organization, a more preferential taxation regime, labor productivity and the growth of profits provided by it, the factor of preserving the rights of the founders to the property transferred to the authorized capital.

So-called small and medium-sized businesses have certain opportunities in the field of taxation, for which the possibility of establishing a simplified taxation system is provided. Conditions that enable this include the following:

For legal entities - the total share of participation of the Russian Federation, constituent entities of the Russian Federation, municipalities, foreign legal entities, foreign citizens, public and religious organizations(associations), charitable and other funds in the authorized (share) capital (share fund) of these legal entities should not exceed twenty-five percent (except for the assets of joint-stock investment funds and closed-end investment funds), the share of participation belonging to one or more legal entities , which are not subjects of small and medium-sized businesses, should not exceed twenty-five percent;

The average number of employees for the previous calendar year should not exceed the following limit values ​​for the average number of employees for each category of small and medium-sized businesses:

a) from one hundred and one to two hundred and fifty people inclusive for medium-sized enterprises;

b) up to one hundred people inclusive for small businesses; among small enterprises, micro-enterprises stand out - up to fifteen people;

Proceeds from the sale of goods (works, services) excluding value added tax or the book value of assets (residual value of fixed assets and intangible assets) for the previous calendar year should not exceed the limit values ​​established by the Government of the Russian Federation for each category of small and medium-sized businesses.

According to the Civil Code of the Russian Federation, the property contributed by the founders becomes the property of the legal entity. Only members of the cooperative, upon leaving it, by virtue of Art. 111 of the Civil Code of the Russian Federation have an unconditional right to return the share contribution to him.

A participant in a partnership or a limited liability company, upon leaving them, must be paid the value of his share in the authorized (share) capital.

The return of the property itself is possible if the founder did not transfer property in kind, but only the right to own and use this property.

The founder of a joint-stock company, having contributed his property to the authorized capital, completely loses property rights to it and, upon leaving the joint-stock company, cannot even withdraw his monetary contribution (he can only sell his shares to the company or other persons).

The factor of the possibility of withdrawing property from the authorized capital significantly affects the sustainability of the existence of the organization.

More on the topic 2.3. Organizations as subjects of commercial activity:

1. Chapter 3 COMMERCIAL ORGANIZATIONS AS A SUBJECT OF BUSINESS ACTIVITY
2. Chapter 3. COMMERCIAL ORGANIZATIONS AS A SUBJECT OF BUSINESS ACTIVITY
3. 2.4. Forms of formation of legal entities as subjects of commercial activity
4. CHAPTER 3. COMMERCIAL ORGANIZATIONS AS A SUBJECT OF BUSINESS ACTIVITY 138
5. Subjects of valuation activities as persons whose activities are regulated by the legislation on valuation activities. Appraisers and customers as subjects of appraisal
6. 4. Legal status of public associations and commercial organizations as subjects of information law
7. 10.2. Partner groups of a commercial organization as users of information and subjects of financial analysis
8. § 6. Non-profit organizations as business entities
9. Part 2. BANK AS A COMMERCIAL ORGANIZATION AND EXTERNAL MANAGEMENT OF ITS ACTIVITIES
10. 8.1.5. The concept of the financial result of the activities of a commercial organization. Indicators of profitability (profitability) of the activities of a commercial organization
11. 22.1. FEATURES OF A COMMERCIAL BANK AS A SUBJECT OF THE ECONOMY
12. 2.1. General characteristics of business entities

- Codes of the Russian Federation - Legal encyclopedias - Copyright - Agrarian law - Advocacy - Administrative law - Administrative law (abstracts) -

According to Asaul A.N., according to the degree of entrepreneurial activity, in accordance with Russian legislation, organizations are divided into two groups: commercial and non-commercial Asaul A.N. Organization of entrepreneurial activity - SPb., 2009.- P.85. The adjective "commercial" means that the organization is economically (monetarily) motivated social organization which has the main goal of making a profit. Legal entities that do not have profit making as the main goal of their activities and do not distribute profits among participants are non-profit organizations.

A commercial organization (company) may include more than one enterprise (single property complex) carrying out entrepreneurial activities within the organization (company), but several.

According to paragraph 2 of article 50 of the Civil Code of the Russian Federation, commercial organizations are organizations pursuing profit making as the main goal of their activities; Entrepreneurship is their main core of the Civil Code of the Russian Federation Art.50.

Commercial organizations are divided into three major categories: organizations that unite individual citizens (individuals); organizations that combine capital and state unitary enterprises (Figure 2. APPENDIX 2).

The former include business partnerships and production cooperatives. The Civil Code clearly distinguishes partnerships - associations of persons requiring the direct participation of founders in their activities, companies - capital associations that do not require such participation, but involve the creation of special management bodies. Business partnerships can exist in two forms: a general partnership and a limited partnership.

In a general partnership (PT), all its participants (general partners) are engaged in entrepreneurial activities on behalf of the partnership and are fully liable for its obligations. Each participant may act on behalf of the partnership, unless otherwise established by the memorandum of association. The profit of a full partnership is distributed among the participants, as a rule, in proportion to their shares in the share capital. For the obligations of a full partnership, its participants are jointly and severally liable with their property.

A limited partnership, or a limited partnership (TV or CT), is recognized as such a partnership in which, along with general partners, there are also contributors (limited partners) who do not take part in the entrepreneurial activities of the partnership and bear limited liability within the limits of the amounts contributed by them deposits. In essence, TV (CT) is a complicated type of PT.

In a general partnership and limited partnership, shares of property cannot be freely assigned, all full members bear unconditional and joint and several liability for the liability of the organization (they answer with all their property).

Business partnerships (HT), as well as business companies (CO), are commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). The differences between CHT and CW are manifested, in relation to their more specific forms, in the ways of their formation and functioning, in the characteristics of their subjects in terms of the degree of material responsibility of these subjects, etc. In the very general view all these differences can be interpreted in the context of the ratio of corporate partnerships.

Business companies may be created in the form of a joint stock company, a limited or additional liability company. In partnerships and societies, the means and efforts of their participants are combined to achieve a single economic goal. Partnerships are characterized by closer personal relationships of the participants; these are most often associations of persons in which the personal qualities of the participants are of decisive importance. In societies, in the foreground is the pooling of capital, and the personal qualities of the participants are not of decisive importance.

A production cooperative (artel) is a voluntary association of citizens for the joint conduct of entrepreneurial activities on the basis of their personal labor and other participation, the initial property of which consists of shares of members of the association bearing subsidiary liability for all its obligations in the manner and in the amount established by the charter and legislation on production cooperatives (Article 107 of the Civil Code of the Russian Federation).

By the time of state registration, at least 10% of the unit fund of the cooperative must be paid. The rest is paid during the first year of operation of the production cooperative.

Citizens, legal entities (if it is provided for by the charter) can be participants in a cooperative. The number of members of a production cooperative may not be less than five. The number of members of the cooperative who do not take personal labor participation in its activities is limited to 25% of the number of members participating in the work of the cooperative by personal labor (Article 7 of the Federal Law "On Production Cooperatives").

The founding document of a production cooperative is the charter. supreme body management is general meeting members of the cooperative, having exclusive competence.

Features of the legal status of a production cooperative are enshrined in the Civil Code of the Russian Federation, as well as in the Federal Law "On Production Cooperatives".

As noted by Pereverzev M.P., Luneva A.M., the most common forms of organization in large and medium-sized businesses are joint-stock companies. The difference between joint-stock companies lies in the fact that they are granted the right to raise the necessary funds by issuing securities - shares Pereverzev M.P., Luneva A.M. Fundamentals of Entrepreneurship / Under the general. ed. M.P. Pereverzeva. - M, 2009. - P.27.

The legal status of a joint stock company is determined by the Civil Code of the Russian Federation, as well as the Federal Law "On Joint Stock Companies".

The authorized capital of joint-stock companies is formed from a certain number of shares. The number and par value of shares is determined in the articles of association. At the same time, the participants of a joint-stock company are not liable for its obligations and are responsible for the results of its activities within the limits of the value of their shares. Most of these companies in Russia in the 1990s were created through the privatization of state or municipal enterprises. Privatization of state and municipal property - paid alienation of property owned by the Russian Federation, subjects of the Federation or municipalities property (objects of privatization) into the ownership of individuals and legal entities.

A joint-stock company (JSC) is a company whose charter capital consists of the nominal value of the shares of the company acquired by shareholders and, accordingly, is divided into this number of shares, and its participants (shareholders) bear material liability within the value of their shares. Joint-stock companies are divided into open and closed (JSC and CJSC). Members of an OJSC may alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription for issued shares and their free sale. In a CJSC, shares are distributed by closed subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian law is limited to 50 persons.

One of the types of commercial organizations are also state and municipal unitary enterprises, legal status which are defined by the Civil Code of the Russian Federation, as well as the Federal Law "On State and Municipal Unitary Enterprises".

State and municipal unitary enterprises (UE) include enterprises that are not endowed with the right of ownership to 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 (Table 1. APPENDIX 3) Asaul A.N. Organization of entrepreneurial activity - St. Petersburg, 2008. - P. 95:

• 1) based on the right of economic management (they have broader 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 respects 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 (UE) 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 the UE 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 net asset value at the end fiscal year less than the size of the authorized capital, then the authorized body is obliged to reduce the authorized capital, about which the enterprise notifies creditors.

Unlike commercial legal entities - owners of property (business partnerships, companies and production cooperatives) state and municipal enterprises:

• - manage not their own property, but state or municipal property;
• - have not the right of ownership, but limited real rights (the right of economic management, the right of operational management);
• - endowed with special (rather than general) legal capacity;
• - are unitary, since their property cannot be distributed among contributions (shares, shares).

The following types of unitary enterprises are created and operate in the Russian Federation:

• 1) unitary enterprises based on the right of economic management:
  • - federal state enterprise;
  • - state enterprise of a subject of the Russian Federation (state enterprise);
  • - municipal enterprise;
• 2) unitary enterprises based on the right of operational management:
  • - federal state enterprise;
  • - state-owned enterprise of a constituent entity of the Russian Federation;
  • - municipal state enterprise.

State-owned enterprises differ from other state and municipal enterprises in that:

• - are endowed with a real limited right of operational management, while other state-owned enterprises have the right of economic management; entrepreneurship organizational commercial cooperative
• - the right of operational management is much narrower than the right of economic management;
• - does not have the right to independently dispose of not only immovable, but even movable property;
• -unlike other state-owned enterprises, they cannot be declared bankrupt;
• -state ( the Russian Federation or a constituent entity of the Russian Federation) bears additional responsibility for their obligations in case of insufficiency of their property;
• - they do not form a statutory fund, while in enterprises based on the right of economic management, such a fund is created (the size of the fund of a state enterprise cannot be lower than 5000 minimum wages, municipal - 1000 minimum wages) Smagina I. BUT. Entrepreneurial law - M., 2007 - P.19.

Municipal unitary enterprise.

The participant of the enterprise is its Founder - an authorized state body or body local government. This type of unitary enterprise is based on the right of economic management.

Constituent document - the charter approved by the authorized government agency or local government.

All decisions on the management of the enterprise are made by the head or another body appointed by the owner of its property.

By its obligations with all its property. Not responsible for the obligations of the founder. The owner of the property is liable for the obligations of the enterprise if its bankruptcy has occurred through the fault of the owner of the property.

The conditions for the use of profits are stipulated in the charter approved by the founder.

The liquidation of the enterprise is carried out by the decision of the founder - the owner of its property.

The enterprise may receive assistance from the state or local government. However, the management and other employees of the enterprise will not be sufficiently interested in effective work. SE, as a rule, are not able to compete with private enterprises.