A legal entity is an organization that owns, manages or manages separate property and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights on its own behalf, bear obligations, be a plaintiff and defendant in court.

Legal entities must have an independent balance sheet and (or) estimate.

In connection with participation in the formation of the property of a legal entity, its founders (participants) may have rights of obligation in relation to this legal entity or real rights to its property.

Legal entities in respect of which their participants have rights of obligation include business partnerships and companies, production and consumer cooperatives.

Legal entities, on whose property their founders have the right of ownership or other real right, include state and municipal unitary enterprises, as well as institutions.

Legal entities in respect of which their founders (participants) do not have property rights include public and religious organizations (associations), charitable and other foundations, associations of legal entities (associations and unions).

Depending on the main purpose of the activity (Article 50 of the Civil Code), legal entities are divided into
commercial and non-commercial.

The main purpose of the activity of a commercial organization is to make a profit and the possibility of its distribution among the participants.

A non-profit organization is an organization that does not have profit making as the main goal of its activities and does not distribute the profits received among the participants (clause 1, article 2 of the Federal Law of January 12, 1996 N 7-FZ On non-profit organizations).

The classification of legal entities into commercial and non-commercial makes it possible to identify all types of legal entities, determine (allocate) the legal status of their specific groups and distinguish between organizations with different types of legal personality, provide for their organizational and legal forms and thereby exclude the possibility of creating organizations not enshrined in law. At the same time, doubts are expressed in the legal literature as to how justified the division of legal entities into commercial and non-profit organizations, which has received legal consolidation, from the point of view of both the sequence of its implementation and the practical consequences associated with it. Some commercial organizations are endowed with general legal capacity, others with a special one; not only a commercial organization (except for state-owned enterprises), but also a non-profit organization (consumer cooperative or fund) can be declared bankrupt; some cooperatives (production) are commercial organizations, others (consumer) are non-commercial, although consumer societies are actively engaged in entrepreneurial activities.

At the same time, it should be recognized that such a division of legal entities is a fundamental step that is of paramount importance in the systematization of all legal entities as participants in civil legal relations.

In paragraph 2 of Art. 50 of the Civil Code contains an exhaustive list of commercial organizations. These include:

1) business partnership:

a) general partnership;

b) limited partnership (limited partnership);

2) economic company:

a) society limited liability

b) an additional liability company;

c) joint stock company

d) production cooperative (artel)

e) state (municipal) unitary enterprise

Let us consider in more detail the commercial activities of a legal entity.

Business partnerships

Business partnerships in Russian law are understood as contractual associations of several persons for joint business activities under a common name.

Business partnerships can be created in the form of a general partnership and a limited partnership (partnership in limited partnership) (clause 2, article 66 of the Civil Code of the Russian Federation).

A business partnership, the participants of which jointly and severally bear subsidiary (additional) liability for its obligations with all their property, is called a general partnership. It arises on the basis of an agreement between several participants (general partners), which can only be entrepreneurs - individual or collective.

A feature of a general partnership is that the entrepreneurial activity of its participants is recognized as the activity of the partnership itself, and if there is a lack of partnership property to pay off its debts, creditors have the right to demand satisfaction from the personal property of any of the participants or from all full partners (clause 1, article 69 of the Civil Code of the Russian Federation) . The liability of general partners for the debts of the partnership with personal property, in turn, leads to two important consequences.

Firstly, it makes it superfluous to make any special demands on the partnership's share capital, because the property of each of the comrades becomes the most important guarantee for the repayment of possible debts. Therefore, the law does not require a partnership to have a mandatory minimum of property, although it must have and in fact always has a certain share capital.

Secondly, it explains the importance of the mandatory indication in the company name of a full partnership of the names (or company names) of its participants (clause 3, article 69 of the Civil Code). Based on this indication, the counterparties of the partnership will also evaluate its potential solvency, taking into account the solvency of individual partners. Therefore, the partnership indicates in its business name the names (or business names) of all or the most wealthy participants, adding the words "and company, general partnership."

The only founding document of a full partnership is the memorandum of association (Article 70 of the Civil Code of the Russian Federation). In managing the affairs of a partnership, each participant usually has one vote, unless the memorandum of association provides otherwise: for example, the dependence of the number of votes of a participant on the size of his property contribution. Therefore, in resolving issues of the activities of a full partnership, the unanimity of all its participants is necessary, if the constituent agreement does not provide for cases when the decision is made by a majority vote of comrades (clause 1, article 70 of the Civil Code of the Russian Federation).

Participants in a general partnership may also agree in the memorandum of association on joint business activities (if there is a unanimous decision of all participants to complete each partnership transaction) or entrust it to one or more more experienced and reputable participants (clause 1, article 72 of the Civil Code of the Russian Federation). The memorandum of association contains information on the size and composition of the share capital, which provides information on the size of the share of each employee and the procedure for its payment.

A kind of general partnership can be considered a limited partnership. A business partnership consisting of two categories of participants: general partners (complementary partners), jointly and severally bearing subsidiary liability for its obligations with their property, and fellow contributors (limited partners) who are not liable for the obligations of the enterprise, is called a limited partnership (or limited partnership).

The position of participants in a limited partnership with full responsibility is determined according to the general rules on general partnerships and their participants (clause 2, article 82 of the Civil Code of the Russian Federation). Accordingly, limited partners are excluded from entrepreneurial activities and management of partnership affairs, and retain only the right to receive income from their contribution, and therefore they are forced to trust general partners in terms of the appropriateness of using these contributions. Hence the traditional Russian name "kommandites" - a partnership on faith (Article 82 of the Civil Code of the Russian Federation).

The only constituent document of a limited partnership, as well as a general partnership, is a constituent agreement drawn up and signed only by participants with full civil liability.

A limited partnership is preserved if it has at least one general partner and one contributor (clause 1, article 86 of the Civil Code of the Russian Federation), and if all its contributors leave, then the general partners have the right to either decide on liquidation or transform into a full partnership. These rules do not, therefore, preclude the participation in such a partnership of a "company of one person" as a general partner, and the natural person who created it - as a contributor.

Upon liquidation of a partnership on faith, investors have a priority right over general partners to receive their contributions from the property remaining after the satisfaction of other creditors of the partnership, and if after that the partnership retains the balance of property, they participate in its distribution on an equal basis with general partners (clause 2 article 86 of the Civil Code of the Russian Federation).

Similarly to a general partnership, the company name of a limited partnership must contain the names (names) of all or at least one general partner (in the latter case - with the addition of the words - "... and the company"). The inclusion of the name of the contributor in the firm name of a partnership on faith automatically leads to its transformation into a full partner in the sense of unlimited and joint liability with one's personal property for the partnership's debts (clause 4, article 82 of the Civil Code).

The advantages of a partnership include ease of organization: the absence of special management bodies does not require the development of a charter, all issues of functioning are stipulated in the memorandum of association. The disadvantages should be considered the strict liability of general partners with personal property for the debts of the partnership.

Economic companies.

Limited liability companies.

Business companies are organizations created by one or more persons by combining (separating) their property for doing business.

A limited liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; participants in 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 (clause 1, article 87 of the Civil Code of the Russian Federation).

LLC is one of the most commonly used forms today, and for small businesses, the most common form. There are about one and a half million registered limited liability companies in Russia.

The law allows a company participant to pay the due share in the authorized capital within a certain time, and not immediately. In this case, the participants who have not fully contributed to the authorized capital of the company shall be jointly and severally liable for its obligations.

Since 2009, the constituent agreement has been excluded from the number of constituent documents. The procedure for exiting participants from the society has been significantly revised, as well as many other points. At the same time, the charter does not provide for the reflection in the charter of information about the size, ownership and nominal value of shares in the company's authorized capital, which eliminates the need to amend the charter with each change in the structure of the company's charter capital.

A participant in an LLC can withdraw from the company regardless of the consent of other participants and at the same time withdraw his share from the property of the company (Article 94 of the Civil Code of the Russian Federation). The procedure and terms for the issuance of the property or cash equivalent attributable to its share should be determined by the constituent documents of the company itself.

An LLC can be established by one person who becomes its sole member. An LLC cannot have another economic company consisting of one person as the sole participant.

The number of participants in an LLC should not exceed fifty. If the number of participants exceeds the specified limit, the LLC must be transformed into an OJSC or a production cooperative within a year.

The supreme body of a limited liability company is the meeting of its participants, which has exclusive competence in resolving some of the main issues of the society's life (Article 91 of the Civil Code of the Russian Federation). The executive bodies of the company have "residual competence", i.e. has the right to resolve all issues of management and activities of the company that are not referred to the exclusive competence of the general meeting.

A variety of limited liability companies is a company with additional liability (in Russia there are about eight hundred such companies), differing only in that if its property is insufficient to satisfy the requirements of creditors, the participants in such a company can be held additionally liable with property belonging to them personally, and in a joint and several manner (Article 95 of the Civil Code of the Russian Federation). However, the amount of this liability is limited: it does not concern all of their property, which is typical for general partners, but only part of it - the same for all participants in a multiple of the amount of contributions made by them.

From this point of view, this society occupies, as it were, an intermediate position between societies and partnerships.

The advantages of a limited liability company for the persons creating it in the Russian Federation are the opportunity for participants to take a direct part in the business activities of the company; lack of liability for the obligations of the company (as general rule) and risk limited to the extent of the equity interest assumed.

joint-stock companies.

A joint-stock company is a commercial organization formed by one or more persons who are not liable for its obligations, with an authorized capital divided into shares, the rights to which are certified by securities - shares.

In modern Russia, a joint-stock company is the most common form for organizations of large and medium-sized businesses, and enterprises big business more often exist in the form of open joint-stock companies, medium-sized enterprises - in the form of closed joint-stock companies.

The main characteristics of modern Russian joint-stock companies are the division of capital into shares and limited liability.

In accordance with Article 97 of the Civil Code of the Russian Federation joint-stock companies are divided into two types: joint-stock company open type and a closed joint stock company.

Open Joint Stock Companies. The authorized capital of the company is made up of the nominal value of the shares of the company acquired by the shareholders. The minimum authorized capital is one hundred thousand rubles. The authorized capital can be contributed as in cash, and property, property rights, or other rights having a monetary value.

The term of activity is not limited, unless otherwise provided by the Charter of the Company. The supreme management body in the OJSC is the General Meeting of Shareholders of the Company. The exclusive competence of the General Meeting is established by the Law (Article 48 of the Federal Law of December 26, 1995 N 208-FZ On Joint Stock Companies).

Management of the current activities of the company is carried out by the sole executive body of the company (for example, CEO) or the sole executive body of the company and the collegial executive body of the company (for example, director and management or board). The executive bodies of the company are accountable to the general meeting of participants in the company and the board of directors (supervisory board) of the company.

The Company shall be liable for its obligations with all its property. The Company is not liable for the obligations of its shareholders. If the insolvency (bankruptcy) of the company is caused by the actions (inaction) of its shareholders or other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, then these participants or other persons, in the event of insufficient property of the company, may be assigned a subsidiary responsibility for his obligations.

The constituent document of JSC is the Charter. The company's articles of association must state:

full and abbreviated corporate name of the company; information about the location of the company; type of society (open or closed); the number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company; rights of shareholders - owners of shares of each category (type); information about the structure and competence of the management bodies of the company and the procedure for making decisions by them; the procedure for preparing and holding a general meeting of shareholders, including a list of issues on which decisions are made by the management bodies of the company by a qualified majority of votes or unanimously; information on the size of the authorized capital of the company; information about branches and representative offices of the company; information on the amount of the dividend and (or) the value paid upon liquidation of the company (liquidation value) on preferred shares of each type; information on the procedure for converting preferred securities.

An open joint-stock company has the right to be transformed into a limited liability company or a production cooperative in compliance with the requirements established for these organizational and legal forms. The Company, by unanimous decision of all shareholders, has the right to be transformed into a non-profit partnership.

An open joint stock company is a form of doing a fairly large business. This is due both to the fact that it is easier to attract large capitals, and to the fact that the form of reporting is rather complicated. Also, there is a need to hold meetings of shareholders, and in the case when there are hundreds and thousands of shareholders, this may create some difficulties in providing all the formalities. It is convenient to choose such an organizational and legal form when conducting a large business.

Closed Joint Stock Companies. CJSC is a fairly common form of doing business in Russian Federation, however, less popular than limited liability companies. Beyond purely legal difference, there are also economic ones. Today, if we proceed from the legislation on joint-stock companies, then the legal support of a CJSC actually requires more effort than the support of an LLC, and, consequently, more financial costs than an LLC. First of all, this is due to the fact that a CJSC has a register of shareholders and the need to maintain it, as well as the need for initial registration of the issue of shares (in addition to registering the company itself). In a joint-stock company, a shareholder can only sell shares. A shareholder may demand the purchase of shares by the company only in cases strictly defined by law.

production cooperatives.

A production cooperative is a voluntary association of citizens ( individuals) on the basis of membership, created for joint economic activity, which is based on personal labor participation and the pooling of property contributions. At the same time, members of such a cooperative bear additional responsibility for its debts in case of a shortage of property of the cooperative itself within the limits established by law and the charter of the legal entity.

A production cooperative is one of the rare forms of doing business in Russia today. This is due to the fact that the cooperative is more an association of personal labor contributions than capital. And the subsidiary liability (ie, additional) of the members of the cooperative for the obligations of the cooperative also does not allow this organizational and legal form to spread throughout the Russian Federation.

The current legislation makes it possible for legal entities to participate in a production cooperative (clause 1 of article 107 of the Civil Code of the Russian Federation), primarily commercial organizations that are able to ensure the making of significant property contributions to establish the material and financial position of cooperatives. However, the participation in them of non-profit organizations (charitable and other foundations, consumer cooperatives), as well as individuals who make only property contributions, but are not involved in personal labor activity. At the same time, their participation in a production cooperative should be limited so as not to turn it into an economic society. The number of members of a cooperative cannot be less than five.

It should be noted the responsibilities of the members of the cooperative. They are as follows: make a share contribution; participate in the activities of the cooperative by personal labor or by making an additional share contribution, the minimum amount of which is determined by the charter of the cooperative; comply with the rules established for members of the cooperative, taking personal labor participation in the activities of the cooperative internal regulations; bear subsidiary liability for the debts of the cooperative provided for by this Federal Law and the charter of the cooperative.

The charter of the cooperative is its only founding document, and the main requirements for its content are provided for in clause 2 of article 108 of the Civil Code of the Russian Federation, which highlights the conditions for the payment of share and other contributions (in particular, the entrance fee), including for "financial participants", on the labor participation of members of the cooperative in its activities; on the amount of subsidiary liability of members of the cooperative for the debts of the latter (usually a multiple of a share contribution or equity participation).

Members of a production cooperative have the right to participate in the management of its affairs, and receive part of the profit, a liquidation quota (the balance of property distributed among the members of the cooperative after its liquidation and satisfaction of creditors' claims); free exit from the cooperative with the receipt of its share; transfer of a share or part thereof to other persons.

The production cooperative is the sole owner of its property. The division of its property into shares does not lead to the creation of common shared ownership, but is only a way of determining the amount of possible claims of a cooperative member to this commercial organization in the event of its withdrawal. In a production cooperative, a unit (authorized) fund, a reserve (insurance) fund, as well as indivisible funds (funds to be divided among the members of the cooperative only in the event of its liquidation, after satisfaction of creditors' claims) and other funds are necessarily formed.

The system of cooperative bodies consists of a general meeting of its members ( supreme body), the supervisory board and executive bodies: the board and (or) the chairman (clause 1 of article 110 of the Civil Code). Mandatory for cooperatives is the principle of staffing its bodies only from among the members.

A specific feature of the legal status of a cooperative is that a member of a certain cooperative is both its employee and its owner. At the same time, subsidiary liability helps to ensure the stability of the cooperative's property base.

State and municipal enterprises.

Another type of commercial organizations are state and municipal enterprises. The specificity of these subjects of civil law lies in the fact that their property is respectively in state or municipal ownership and belongs to such an enterprise on the right of economic management or operational management (clause 1 of article 113 of the Civil Code). Therefore, they are the only type of commercial legal entities that do not have the right of ownership to their property, but a secondary right in rem. Thus, a state (municipal) enterprise is a legal entity established by the state or a local government for entrepreneurial purposes or for the purpose of producing especially significant goods (work or services), whose property is state (municipal) property.

The constituent documents of state and municipal enterprises are the charter.

Unlike other entrepreneurial legal entities, the management bodies of state and municipal enterprises, as a rule, are of a sole nature. The enterprise is headed by a manager who is appointed and dismissed by the owner or a body authorized by the owner (clause 4, article 113 of the Civil Code).

There are unitary enterprises based on the right of economic management and unitary enterprises based on the right of operational management.

Unitary enterprises based on the right of economic management are created by decision of an authorized state body or local government body and exist at the expense of self-generated profits. At the same time, the owner of the property of an enterprise based on the right of economic management is not liable for the obligations of such an enterprise, except in cases of subsidiary liability for the obligations of a legal entity that went bankrupt as a result of its instructions.

Prior to the state registration of a unitary enterprise based on the right of economic management, its owner is obliged to fully pay the authorized capital. Consequently, the phased formation of the statutory fund for unitary enterprises, unlike other commercial organizations, is not allowed.

The legal status of a unitary enterprise based on the right of operational management (federal state enterprise) is very specific. On the one hand, a state-owned enterprise is created to produce products (perform work, provide services) and, therefore, carry out commercial activities. On the other hand, it can carry out its economic activities at the expense of budgetary funds allocated by the federal treasury. Thus, the legal capacity of the executed enterprise occupies an intermediate position between the legal capacity of a commercial and non-commercial organization, i.e. such a legal entity can be loosely characterized as an "entrepreneurial institution".

A unitary enterprise based on the right of operational management is created by a special decision of the Government of the Russian Federation on the basis of federally owned property (clause 1, article 115 of the Civil Code).

A new form of legal entity - economic partnership.

In April 2011, it became known that the Government was going to introduce a new organizational and legal form of a legal entity - an economic partnership operating on the basis of a share principle. Experts have an ambivalent attitude to the idea: on the one hand, economic partnerships will add freedom to young innovative companies, on the other hand, this may lead to additional disputes in legal civil law.

According to the draft law, a business partnership is a commercial organization established by two or more persons, in the management of which the partners who have contributed their share take part. The contribution can be not only monetary, but also in the form of property and intangible assets. Creation of a partnership by reorganizing an existing legal entity (merger, division, separation, transformation) is not allowed.

In addition, state bodies and local governments cannot act as partnership participants, and the number of equity holders should not exceed 50 people. Otherwise, the partnership must be transformed into a joint-stock company within a year. If the number of participants in an economic partnership is reduced to one person, it must be liquidated.

As conceived by the initiators of the law, the new legal form should appeal to investors. "Partners are not liable for the obligations of the partnership and bear the risk of losses associated with the activities of the partnership, within the amount of their contributions," the document says. The management of the activities of the economic partnership is carried out in proportion to the shares in the share capital of the partnership.

“The adoption of the draft law on economic partnership will add degrees of freedom to young innovative companies,” says Vasily Markov, manager of Deloitte's tax practice. However, the introduction of a new organizational and legal form may require additional clarifications of tax legislation. “For example, in the currently existing wording of the bill in economic partnerships, it is possible to distribute profits disproportionately to ownership shares. At the same time, tax legislation defines dividends as a distribution of profits proportional to ownership shares. Therefore, questions may arise regarding the interpretation of the distribution of profits of economic partnerships in tax legal relations,” Markov explains.

A source familiar with the document believes that the use of the form of economic partnership may be of interest to any business that rests on specific people, be it consulting company, law practice or dental office. “The ability to introduce flexible forms of business management, profit distribution, exit and entry into the business is what the existing forms of LLC and CJSC lack,” he says.

Jan Gritans, Director General of ACG MEF-Audit, on the contrary, considers economic partnerships and investment partnerships (another legal form that is being discussed in the government) as absolutely useless new legal structures. In his opinion, they can lead to additional disputes in legal civil law. “The number and forms of legal entities have already been stipulated in the first part of the Civil Code of the Russian Federation and special federal laws. The introduction of derivative elements of the symbiosis of a simple partnership and business partnerships, which are practically in essence business partnerships and investment partnerships, is an extra ground for discussions that can be decided in courts, and the interpretation and introduction of new sections of substantive law will only complicate the life of lawyers and judges, "- he warns.

Yevgeny Arbuzov, partner at the Art de Lex Center for the Protection of Entrepreneurs and Investors, explains that economic partnerships are similar in form to Western Limited liability companies (LLCs). As a rule, they are in demand by small companies managed by agreement of the parties. At the moment, the closest analogue of an LLC in Russia is an LLC and a limited partnership. “Initially, it was assumed that the possibilities of investment mechanisms would be expanded - they would be attractive and understandable for foreign investors,” he explains the strategy of the authorities. However, in principle, one could choose another way - to change the Russian organizational and legal forms and make them more flexible and close to foreign investors.

Civil Code of the Russian Federation. Part one. Section 1. Article 48.

Commercial such legal entities are called, the purpose of which is to make a profit by carrying out any activity not prohibited by law. Commercial organizations include the following:

1. Business partnerships- contractual associations of several persons for joint business activities under a common name. Decisions are made by majority vote, the number of which each participant has in proportion to the share. Nominal value of a share - its value at the time of investment.

1.1. General partnership- a business partnership, the participants of which jointly and severally bear subsidiary liability for its obligations with all their property. Profits and losses are proportional to contributions. More than two members. The partnership may disintegrate when one member withdraws from it; for the admission or withdrawal of members, an agreement on the establishment of the partnership is again concluded.

1.1.1. Faith partnership- a business partnership consisting of two categories of participants: general partners (complementary partners), jointly and severally bearing subsidiary liability for its obligations with their property, and fellow contributors (limited partners) who are not liable for the obligations of the enterprise.

2. Business companies- these are organizations created by one or more persons by combining (separating) their property for doing business.

2.1. Limited Liability Company – a commercial organization, the authorized capital of which is divided into shares of a certain size, formed by one or more persons who are not liable for its obligations. Everyone is responsible within their contribution. Profit is distributed in proportion to the contribution. main feature– a ban on the sale of their shares on the open market.

2.2. Additional Liability Company- a commercial organization, the authorized capital of which is divided into shares of predetermined sizes, formed by one or more persons jointly and severally bearing subsidiary liability for its obligations in an amount that is a multiple of the value of their contributions to the authorized capital.

2.3. Joint-Stock Company- a commercial organization formed by one or more persons who are not liable for its obligations, with an authorized capital divided into shares, the rights to which are certified by securities - shares. Liability is limited to the amount paid for the shares. Shares can be privileged, guaranteeing the receipt of dividends not lower than a fixed percentage of the nominal value, regardless of the performance of the joint-stock company, as well as giving a pre-emptive right to participate in the distribution of property remaining after the liquidation of the company (do not give voting rights). Shares can be nominal and bearer. Share price- its price, which in a free market is not a constant value. During a crisis, the exchange rate falls, during a rise it rises. A share is sold for such an amount that, when placed in a bank, will give income not lower than the dividend. nominal value- the amount indicated in the share. The difference from partnership is that capital is formed in monetary form and disassembled into equal shares, presented in the form of securities - shares. The authorized capital of a joint-stock company is made up of the nominal value of the acquired shares and represents the minimum amount of the property of the joint-stock company.

2.3.1. Closed JSC- distributes issues of new shares between specific persons known in advance. The number of members is not more than 50, shareholders have the right of first refusal to purchase shares alienated by other shareholders.

2.3.2. Open JSC- has the right to offer shares for purchase to an unlimited number of persons.

3. Production cooperative (artel)- this is an association of persons for the joint conduct of entrepreneurial activities on the basis of their personal labor and other participation, the initial property of which consists of share contributions of members of the association. The profit of the cooperative is distributed among its members in accordance with their labor participation.

4. State (municipal) enterprise- a legal entity established by the state or a local government for entrepreneurial purposes or for the purpose of issuing particularly significant goods (work or services), whose property is in state (municipal) ownership.

5. Concerns is a form of contractual large super-associations, usually of a monopoly type. The most important feature is the unity of ownership of their member firms, enterprises, banks.

5.1. Cartel - contractual association of enterprises, based on an agreement on the regulation of production volumes, selling prices, terms of sale, delineation of sales markets. Each company is legally independent.

5.2. Trusts - a form of association of enterprises in which they completely lose their commercial, legal and production independence and are subject to a single management.

5.3. Syndicate - a form of contractual association of enterprises, involving the centralization of the supply of syndicate members and the sale of their product. That. competition between its participants in the field of marketing and procurement of raw materials is eliminated. The commercial independence of the members of the syndicate is completely lost, and the production independence is partially lost. Syndicate participants can be not only enterprises, but also associations, concerns, trusts.

IP- based on the personal property of citizens. One person owns the p/n and receives all the income.

II . Non-commercial legal entities.

Non-profit organizations are those that do not pursue profit as the main goal and do not distribute the profits received among the participants (Article 50 of the Civil Code):

1. Consumer cooperatives- an association of persons on the basis of membership in order to meet their own needs for goods and services, the initial property, which consists of share contributions.

2. Homeowners associations- a non-profit association of persons - owners of premises for the joint management and operation of a single complex of real estate (condominium).

3. Public associations- a non-profit association of persons based on the commonality of their interests for the implementation of common goals.

4. religious organization- an association of citizens whose main goal is the joint confession and dissemination of faith and has signs corresponding to these goals (ceremonies, teaching religion, religious education).

5. Fund- a non-profit organization that does not have membership, founded to achieve socially useful goals through the use of property transferred to its ownership by the founders.

6. institution- an organization created by the owner to perform functions of a non-commercial nature and financed by him in whole or in part (have the right to operational management of property, the owner bears subsidiary responsibility).

Any non-profit enterprise must direct all the profits received to the performance of its activities.

The financial structures of an enterprise are different, and there are a myriad of types of them. But the main gradation occurs according to two parameters - commercial (for example, credit) and. Non-profits do not pursue financial prosperity in their activities and do not make making money a paramount task.

Commercial and credit, on the contrary, work to make a profit and increase wealth. Let's talk about which organizations are recognized as commercial, what distinguishes them from a non-profit structure.

A commercial organization is nothing more than a legal entity, with characteristic differences. The purpose of any such organization is the profit of money.

The purpose of the work is the main difference between a commercial organization.

There are several common features, which are inherent in absolutely all such structures. Thus, an organization is commercial if it meets five main criteria:

• material benefit (the main goal is to receive income that will exceed and cover expenses);
• creation system (commercial and credit enterprises are created according to certain, clearly established rules);
• distribution of profits (between all owners);
• common property;
• independence from a financial point of view.

2. What organizations are commercial?

There are several categories of commercial structures. First of all, these are household partnerships, by types they are as follows:

• full;
• on faith.

• joint stock (JSC);
• with limited liability (LLC);
• with additional responsibility.

Corporate production (this includes large and small corporations). Unitary enterprises are:

• federal;
• state;
• municipal.

The basis of the first three groups is private property, the last is public property. The most popular are households. partnerships and societies, while the former unite persons, the latter - capital (for example, credit companies). With regard to organizational and legal features, any financial organization refers to a unitary (municipal and state) or corporate.

Unitaries are not as common as corporations. In addition, their rights are limited: a legal entity does not have the right to dispose of property from the owners. Let's take a closer look at the most popular types. Corporate enterprises have founders who manage the firm.

2.1. Various corporations

In corporate governance, founders have many rights. Corporations consist of economic societies and partnerships, cooperatives, farms.

Economic companies are commercial organizations, they are diverse, although they all have a common feature - such companies combine several capitals of different owners at once.

Previously, there were many economic societies, but recently they have been grouped into three categories:

• with add. responsibility.

In an LLC, each owner has his own share of the authorized capital. Each LLC has the following characteristics:

• authorized capital (from 10,000 rubles);
• responsibility (the greater the contribution, the greater the responsibility);
• participants (up to 50);
• corporate agreement and charter (they spell out all the legal obligations of the participants).

A joint-stock company differs in that shares act as authorized capital. Liability for losses is calculated in the amount of these shares. AOs can have many members.

The structure is public and non-public, it is quite easy to create it. Management is carried out by a meeting of shareholders, a board of directors is certainly created (there can be at least 5 shareholders).

2.2. Household partnerships and corporate parties

The organization of commercial activities has the main goal of making money by united like-minded people. As for business partnerships, such a structure has the following two forms:

• complete;
• limited.

Moreover, in the second case, some members do not have the right to manage the organization, their rights are limited only to contributions. Such investors receive money for participating in the share capital and contributing their own funds.

Corporate productions are not the most popular enterprises. Management in them takes place by all participants, and such a production should have more than five of them. Each participant in corporate production is responsible for debts and other activities of production.

2.3. Agricultural business

We think that it is not necessary to explain here for a long time and with examples what such commercial productions do. Both several people and one can organize peasant production. characteristic features agricultural commercial production may be:

• participation in the affairs of production of all participants;
• only farmers are eligible to join the structure;
• the presence of a number of other obligations for farmers (they are stipulated and fixed by the charter);
• purchase of mat. valuables, equipment for the money of all members.

2.4. State commercial organizations

It turns out that the state also has quite legitimate rights to engage in commerce and derive its own benefits from it. These are, as a rule, unitary enterprises and productions.

Structures of this type can be limited in property rights, because they do not have their own equipment, premises.

Unitary enterprises are subordinate to municipalities or the state (depending on where and by whom they are organized), but the features of both forms are the same. Among them are the following:

• certain legal capacity;
• using someone else's property as a lease;
• participation in turnover.

The head of unitary production is the director or general director. He is the only one who is fully responsible for everything and is responsible for all violations.

2.5. Affiliated companies

"Daughters" - that is what commercial circles call these legal organizations. The debt of the main company does not affect the work of the subsidiary in any way, but the responsibility for transactions on them is the same and is determined by many factors.

The main enterprise can give instructions to the subsidiary, draw up tasks for it, and plan development.

Such relations reflect the charter, which prescribes the rights and obligations of all parties. This may even include credit institutions.

3. Structure

Small commercial and credit enterprises have a simple structure, as a rule, they do not have separate services, and the duties are performed by responsible people - accountants, sellers, etc.

But if the company is large, it has the appropriate services, each of which has certain responsibilities. What are these services? Let's take a look at the essentials.

• Marketing and sales services. They study sales markets, conclude supply contracts, carry out deliveries, the work of the entire enterprise depends on their work.
• Financial services. Manage financial operations, plan income/expenses, etc.
• Logistics Services. Suppliers are identified, contracts are concluded with them.
• Labor rationing and salary services. The activity of this service is understandable, it is here that the salary is planned, the ways of its accrual and issuance.
• Technical services and laboratories. Responsible for the maintenance of the enterprise.
• Technical control services. The quality of products depends on their control.
• Personnel services. Manage personnel.

4. Financial features

Each financial organization (this includes credit ones) has a certain financial charter - a set that regulates financial relations and allows solving various issues (social and industrial nature - depends on the activity). At the same time, the finances of companies are directly related to factors that depend on legal forms.

For example, state-owned enterprises exist mainly at the expense of budgetary funds. Unitary productions receive state subsidies, so there is minimal risk of bankruptcy. But non-state commercial structures are mostly accustomed to relying only on their own strength. Their budget is formed from the injections of the founders.

However, in some situations, state injections also apply to non-state structures, there are also situations when unitary enterprises rely on injections from outside the budget.

Such is life, and situations are different, and anything can be related to the factors that make exceptions.

From what industry a particular company belongs to, its financial position largely depends. For example, a financial commercial organization in any case should have a good financial support, because there are big risks in its activities. This includes a financial credit institution, an insurance company.

Low profitability of agricultural organizations, utilities and resource providers (this may seem strange, but it is true). This means that, by law, such enterprises do not have the right to replenish funding sources in the form of issuing securities.

5. Financial structures

Financial structure - a system with a hierarchical structure according to financial responsibility. The financial structure helps to define the order in which financial results are generated and the responsibility for overall results is allocated. The financial structure makes it possible to maintain an internal accounting policy, monitor how resources move, and evaluate how efficient the business is.

In simple words, the financial structure allows managers to keep track of who is responsible for what, coordinate the work of substructures, and motivate employees.

The financial structure will help in the effective management of a company, especially a large one, because, as you know, the larger the company, the more difficult it is to manage it.

6. Donation procedure

Giving is a bargain. But the downside is that it cannot be used if both organizations belong to the specified legal entities. categories (commercial). Such donations are prohibited by law (only the amount up to 3000 rubles is not considered). The ban also applies to IP. That. legally, donation between legal entities (and especially if it is a financial institution) is prohibited in Russia. But there are exceptions.

One thing should be remembered: donation between commercial organizations is strictly prohibited, between non-commercial organizations it is possible, but the procedure is very complicated and depends on what exactly falls under the donation.

7. How to arrange?

Many people wonder if it is easy to become a director of a commercial or non-profit organization. Although it may seem that becoming a director is easy, in reality it is far from being the case. First, there must be a huge responsibility. Much in the work depends on what concept of work is chosen.

Becoming a director may be easy, but being one is not so easy. To become a leader (and a good one at that!) you should understand all the nuances of conducting commercial and non-commercial activities, understand the structure of the enterprise, be able to manage and communicate with personnel (not only strive to ensure that subordinates hear and follow orders, but also be able to listen, determine x needs).

To become the head of a new company (this includes credit organizations), you definitely need to come up with a charter, develop it and implement it in your work.

The statute is a set internal rules where the company lives and works. The charter should be simple and understandable not only to the management, but also to all subordinates, to each individual employee. The charter is the fundamental concept of every organization. The charter is the first document that a company must have.

8. Bottom line

As you can see, many can become a director, but a good director unfortunately not all of them can. Good and good advice about how to become a good leader, gives in his book "Organization and technology of commercial activity" O. V. Pambukhchiyants. His book gives a clear concept of this process, describes how to draw up a charter and its expediency.

The main issues related to commercial activities are highlighted. The book, authored by Pambukhchiyants, should become a desktop guide for everyone who wants to become not just a director, but an excellent leader of their enterprise.

According to regulatory documents, a legal entity is an organization that owns a number of assets that are used to pay off various obligations. Constant changes in the market economy have led to the emergence of a large number different companies that have a number of specific differences from each other. It is these differences that are used by experts to classify legal entities into separate groups. In this article, we propose to consider various types of commercial organizations and discuss their key features.

A commercial organization is a legal entity that, after registering a company, pursues making profit as the main goal of its activities.

"Commercial organization" - the essence of the concept

Legal entities engaged in economic activities for the purpose of generating revenue are classified as commercial entities. According to the established procedure, this classification includes various companies, municipal and state companies, production cooperatives and partnerships. It should also be noted that regulatory authorities allow the creation commercial entities to merge with other organizations. Such a merger is referred to as unions and associations of legal entities.

Each business entity owns different assets. These assets include both property and financial resources. It should be noted that property values ​​can be both owned by the company and used on a leasehold basis. The assets of the legal entity are used to meet existing financial and debt obligations. According to the established rules, such companies have the right to use only those assets that are owned by the organization to cover debt obligations. Members of the management of such a structure have the legal right to engage in the development of their company in order to increase profits.

All profits generated are distributed according to the investment level of each member.

Commercial organization - what is it? Before proceeding to the study of this issue, you should familiarize yourself with the meaning of this structure. As mentioned above, the category of commerce includes persons who receive regular profit from their activities. Based on this, it can be assumed that the main goal of such companies is the organization of economic activity in order to extract financial resources. The funds received are distributed among the participants of a particular structure, according to the level of their investments. It should be mentioned that the current laws have clear characterization organizational and legal form of such structures.

The fiftieth article of the Civil Code of the Russian Federation contains a number of criteria that determine the organizational and legal forms of entities belonging to the category of commerce. This means that in order to introduce new types of commercial structures, the regulatory authorities need to make adjustments to the above legislative act.

The main classification of commercial organizations - by types of organizational and legal forms

Accepted activity classification

All business entities can be divided into two conditional groups. The first group includes corporations managed by founders and members of the managerial level, who have corporate rights. It is important to note that this group includes several subgroups. These sub-groups include farms, partnerships and production societies.

The second group includes all municipal and state companies. hallmark these business entities is the lack of ownership of the assets received from the business owner. This means that the management team does not have corporate rights to manage the company.

As a rule, such organizations are created under close state control.

What is the difference between non-profit and commercial structures

Non-profit organizations have a number of specific differences from commercial entities. The main difference is the main goal of the company. So, commercial structures conduct economic activities in order to obtain a regular income. In addition, the direction of the subject's activity should be taken into account. As practice shows, commercial structures work for the benefit of only the founders. Not-for-profit companies strive to provide comfortable conditions to all participants of the structure, which is the basis for achieving the maximum level of social benefits.

In commercial organizations, all profits received by the enterprise are distributed among the members of its management. The remaining funds are directed to the further development of the company, the development of new markets and other goals that will increase the amount of revenue. In non-profit structures, profit is most often completely absent. Speaking about the differences between commercial and non-profit organizations, one should pay special attention to the type of their activities. The first type of company is engaged in the manufacture marketable products and the provision of services, while the latter are engaged in the provision of social benefits to various segments of the population.

According to experts, the structures under consideration have differences in the form of employees. In the case of commercial entities, each employee of the organization receives payment for the fulfillment of his labor obligations. Non-profit organizations, in addition to the labor of their staff, involve in the implementation various works volunteers and volunteers. The last difference between these structures is the company registration procedure itself. To register a commercial company, the owner of the company or a person representing the interests of the founding council must apply to the tax authority. A non-profit structure is registered by the justice authorities.

A non-profit organization does not aim to make a profit and does not distribute the profits received among the participants

Types of commercial organizations

The current regulatory legal acts set out the criteria for determining all forms of commercial organizations. Let's get acquainted with the description of each type of commercial entities.

General partnerships

General partnership - a feature of this form is the presence of a share capital, which is based on the investment of members of the founders' council. All income received is divided proportionally, according to the amount of invested capital. It should be noted that all members of the partnership are jointly responsible for financial obligations. The partnership's property can be used to repay credit debts. According to experts, today this form of commerce is registered quite rarely.

Production cooperatives

This form of commercial structures is often referred to as artels. Such companies are created with the help of the association of citizens to organize a joint business. Each member of a cooperative engaged in the production of marketable products can make a personal contribution to the development of the organization, through labor participation or financial contributions. It should be noted that in this case a commercial structure can be organized by both ordinary citizens and legal entities.

In addition to production cooperatives, there are such types of organizations as:

1. consumer cooperative.
2. Insurance and credit cooperation.
3. Construction and economic cooperatives.

When such a company is formed, a “Charter” is created, which prescribes the level of responsibility of all its participants. According to the established rules, in order to create a cooperative, it is necessary to assemble a founding council of more than five people.

LLC (limited liability companies)

Such organizations can have either one owner or belong to the founding council. As a rule, the board of founders consists of legal entities and individuals. The statutory fund of such an organization consists of capital shares contributed by members of the company. It is important to note that all members of the company are not responsible for the financial and other obligations of the company. This means that only the property and assets of the company itself are used to repay loans and debt obligations. G The main distinguishing feature of such organizations is the presence of mandatory rights for each founder. According to statistics, this organizational and legal form is used by most companies operating in Russia.

Commercial organizations have all the features inherent in a legal entity

Quite often you can hear the question: is LLC a commercial or non-profit organization? According to the definition of the current legal documents, this form of ownership refers to commercial structures, since the main purpose of the LLC is to make a profit. Based on this fact, we can conclude that companies belonging to this category have the right to engage in any type of business. It should be noted that in order to work in certain areas, organizations need to obtain licenses and other permits.

JSC (joint stock companies)

The considered organizational and legal form is most often used by entities belonging to the category of medium and large businesses. The entire authorized capital of such companies is divided into shares. The main distinguishing feature of such organizations is the limited liability of securities holders. To date, the following classification of joint-stock companies is used:

• closed societies;
• public organizations.

Each of these structures includes several subgroups. So, business partnerships are one of the varieties of public joint-stock companies (joint stock company).

State and municipal unitary enterprises

The structure under consideration has a number of interesting features. The main difference of this structure is the lack of ownership of the company's property values. According to the established rules, municipal unitary enterprises have property values ​​that are not subject to division between owners. This means that all assets and funds of the firm cannot be divided into shares or contributions. It should be emphasized that all property assets belong to the company on the rights of economic management. According to experts, the owners of such firms are liable for financial obligations solely with the company's assets.

Team partnerships

This structure is based on a savings fund created by two categories of persons: general partners and limited partners. The first group of persons carries out the economic activity itself on behalf of the entire company. It should be noted that these persons are liable for financial obligations, not only with the property assets of the company, but also with personal values. Persons acting as a contributor are liable only for the investments made. According to experts, this form of organizations is registered quite rarely.

According to the rules established by the current legislation, only private entrepreneurs and owners of organizations belong to the category of full participants. The status of contributors could be obtained by both organizations and ordinary citizens.

Commercial organization clearly defined legal form in the law

Companies with additional liability

This form of commercial activity was abolished in 2014. A distinctive feature of an ALC is the presence of one or more founders. The authorized capital of such companies is divided into several shares, the size of which is determined by the constituent documentation. All members of the founding council of such a company are financially responsible in the form of their own property values.

The main features of commercial organizations

The main feature of a commercial structure is the overall goal of economic activity, aimed at extracting stable income. The current legislation has a clear definition of all existing organizational and legal forms of such companies. All finances received by these structures are distributed among its owners.

It should be noted that all subjects of commerce have exactly the same characteristics as legal entities. This means that the owners of the company are responsible to the regulatory authorities, business partners and other persons for both their own property values ​​and the assets of the companies. Each establish a business entity has a number of rights and obligations. This indicates that these citizens can be called up as defendants and plaintiffs in court proceedings.

Conclusions (+ video)

Experts in the field of entrepreneurship say that today, in Russia, there are more than a dozen various forms subjects of commerce, differing in internal structure. This fact shows that every person who wants to do business on behalf of a legal organization has the legal right to choose the most appropriate form of business, based on their preferences and goals.

Types of legal entities The division into and non-commercial is carried out depending on the availability during the creation and activity, as the main goal of creating commercial organizations is: making a profit, while non-commercial ones can engage in entrepreneurial activities; profit between commercial organizations is divided between their participants; the profit of non-profit organizations is used to achieve the goals for which they were created; an organization has general legal capacity, a non-commercial organization has special legal capacity; commercial organizations can only be created in the form of economic partnerships and companies, production cooperatives, state municipal unitary enterprises; non-commercial ones can be created in the forms provided for by the Civil Code of the Russian Federation and other laws. Depending on the nature of the rights of the founders, legal entities.

What is a socially oriented non-profit organization?

The concept of "socially oriented non-profit organizations" was introduced by Federal Law No. 40-FZ dated April 5, 2010

"On Amendments to Certain Legislative Acts of the Russian Federation on the Issue of Supporting Socially Oriented Non-Commercial Organizations"

These changes directly affected 4 federal laws: “On non-profit organizations”, “On general principles organizations of legislative (representative) and executive bodies of state power of the constituent entities of the Russian Federation”, “On the general principles of organizing local self-government in the Russian Federation” and “On protection of competition”.

Lecture No. 8

1. Commercial According to the Civil Code of the Russian Federation, all legal entities are divided into commercial and non-commercial.

Commercial legal entities have as the main goal of their activities the extraction of profit.

Non-commercial legal entities do not have the main goal of making profit and do not distribute it among the participants. The following are classified as commercial legal entities by civil legislation: 1) general partnerships; 2) limited partnerships (limited partnerships); 3) limited liability companies; 4) additional liability companies; 5) joint-stock companies; 6) production cooperatives; 7) state and municipal unitary enterprises.

A general partnership is created by the participants on the basis of a memorandum of association.

What organizations are commercial?

What are commercial organizations?

DINAMOVETS In spirit Supreme Intelligence (143782) 7 years ago

Commercial organizations are organizations that pursue profit as the main goal of their activities.

For commercial companies, the Civil Code of the Russian Federation provides a complete closed list of types of organizations, i.e.

e. Commercial organizations of other types cannot be created. Legal entities that are commercial can be created in the form of:
1. business partnerships and companies:
general partnership
fellowship in faith
oOOO
JSC, OJSC
2.production cooperatives,
3.state and municipal unitary enterprises.
The most commonly used forms are LLC, JSC (CJSC and JSC).

astas Guru (2752) 7 years ago

the organization of the action (work) which brings profit are commercial

Distribution of direct and indirect costs

How to allocate expenses for direct and indirect in order to calculate income tax? Can everything be attributed to indirect costs?

If the taxpayer determines income and expenses on an accrual basis, production and sales expenses are determined subject to the provisions of Article 318 tax code. Recall that expenses must necessarily be divided into direct and indirect (clause 1, article 318 of the Tax Code of the Russian Federation)

Organizations for profit and non-profit

The Civil Code of the Russian Federation divides all legal entities into commercial and non-commercial (Art.

50 of the Civil Code of the Russian Federation) The main purpose of the activities of commercial as subjects of civil circulation is to make a profit and distribute the profits received among its participants (shareholders, equity holders, shareholders, members).

Discussions

What type of market does the sphere of commodity circulation belong to, which reflects the economic relations between the commodity producer and the consumer?: - market of means of production. 2. What definition reveals the concept of "market capacity": - potential revenue, i.e. the product of the price of goods by the estimated volume of sales; 3.