Organizational and legal forms of Russian companies. Organizational and legal forms of entrepreneurial activity. Non-public joint-stock companies

Definition 1

Organizational and legal form (OPF) is a way of organizing and conducting business activities, which is fixed in the form of a legal document.

Business entities can be:

• individuals (IP - individual entrepreneurs, without forming a legal entity);
• legal entities (commercial and non-commercial organizations).

Each organizational and legal form of organizations implies a specific list of obligations, establishes the right to transactions on behalf of the organization, sets the management structure and other elements of the functioning of enterprises.

The list and description of the organizational and legal forms used in the Russian Federation is enshrined in the norms of the Civil Code of the Russian Federation and relevant regulations. The legally fixed system of organizational and legal forms includes:

• two forms of entrepreneurial activity (without forming a legal entity);
• 7 types of commercial organizations;
• 7 types of non-profit organizations.

To begin a detailed consideration of the existing organizational and legal forms, it is necessary to introduce the concept of a legal entity and a commercial organization.

Definition 2

A legal entity is an enterprise that has passed state registration and has the following characteristics:

• owns property on the basis of property rights, carries out its operational management;
• bears responsibility for the undertaken obligations at the expense of his property;
• participates in economic turnover on its own behalf, has the right to conclude all types of transactions and contracts with both individuals and legal entities;
• has a financial balance accountable to state bodies;
• indicates its organizational and legal form in the name.

Definition 3

A commercial organization is an organization that sets itself the task of making a profit with further distribution among the participants.

The main types of organizational and legal forms of enterprises

According to the Civil Code of the Russian Federation, the following organizational and legal forms of ownership are possible:

• business partnerships;
• business companies;
• production cooperatives;
• unitary enterprises.

Business partnerships

Definition 4

A business partnership is an association of individuals who are directly involved in the activities of the enterprise and own shares in the joint (share) capital. Participants in this form of enterprise cannot be members of other associations.

There are the following types of business partnerships:

1. A general partnership is an association, the participants of which (the so-called general partners) carry out entrepreneurial activities only on behalf of the enterprise. In the case when the property of the association is not enough to pay off debt obligations to creditors, the latter have the legal right to demand the repayment of debts at the expense of the personal property of the participants. If one of the participants withdraws from the association, he continues to be liable for the fulfillment of obligations that arose during the period of his participation in the association, for 2 years from the date of submission of financial statements for the year of withdrawal. Profits and losses in this form of enterprise are divided among the participants according to the shares in the capital.
2. A limited partnership (the so-called limited partnership) - with such an organizational form of an enterprise, participants can be investors who do not directly participate in the activities of the enterprise and bear risks only within the amount of invested capital.

Business companies

Definition 5

A business association is an association of individuals who invest money in a common capital; at the same time, the founders are not obliged to take part in the activities of the association and may make contributions to other associations.

There are the following types of business companies:

1. A limited liability company is an association created by one or more participants who own shares in the authorized capital of the company. The size of the shares is fixed in the constituent documents, the responsibility of each member of the company for the results of the enterprise's activities is determined and limited by the amount of funds contributed to the total authorized capital.
2. An additional liability company differs from a limited liability company in that the participants have additional liability for obligations: in the event of a shortage of the company’s property, the personal property of all participants is attracted to pay off debts to creditors (a multiple of the value of each contribution).
3. Joint stock company - in this form of association, the authorized capital is distributed over a certain number of shares; members of the company - shareholders - contribute to the authorized capital by acquiring shares of the enterprise and in the future are entitled to receive dividends (income) from the net profit of the organization. The amount of risk of loss is determined and limited by the value of the shares held. Joint stock companies exist in two forms:
   1. open type (open joint stock company) - a company in which participants have the right to freely and independently carry out the circulation of shares. At the same time, the company itself is authorized to issue shares for free sale among an unlimited circle of persons;
   2. closed type (closed joint-stock company) - a company in which the circle of persons entitled to own shares is determined in advance and is represented mainly by the founders themselves. In a situation where one of the founders wishes to leave the company, he can transfer (sell) his shares only to another founder of this company.

Production cooperatives

Production cooperatives are also called artels. Artels are formed as a result of a voluntary association of persons for the purpose of carrying out joint activities (production or economic) with personal participation (labor or otherwise) and the making of property contributions by each member of the cooperative. The profit received by an enterprise of this form is distributed among the participants in proportion to their participation in the activity (according to the same principle, the property of the cooperative is distributed in the event of its liquidation and after covering debt obligations). This form of enterprise is characterized by subsidiary liability for its obligations.

unitary enterprise

A unitary enterprise is an organization that carries out its commercial activities on the basis of property that is the property of the state or municipal property. Thus, the specified property is indivisible and is not subject to distribution in shares. Only state or municipal organizations can be unitary enterprises. Assignment of property to a unitary enterprise occurs on the basis of the right:

• economic management. Within the framework of this right, the enterprise owns and disposes of the property of the owner on the terms established by law. In this case, the property is transferred to the balance of the enterprise;
• operational management. By exercising this right, the enterprise owns and disposes of property only with the permission of the owner on the terms established by law, in accordance with the objectives of the activity, the instructions of the owner and the intended purpose of the property.

The right of economic management implies broader powers and greater independence.

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Organizational and legal form

An economic entity is a form of an economic entity recognized by the legislation of a particular country, fixing the method of fixing and using property by an economic entity and its legal status and goals of activity arising from this.

Organizational and legal form- a way of fixing and using property by an economic entity and its legal status and business goals arising from this.

In the all-Russian classifier of organizational and legal forms (OKOPF) (OK 028-99 (as amended by amendment No. 1/99)) each legal form corresponds to a two-digit digital code, the name of the legal form, and the collection algorithm.

Classification of organizational and legal forms in the Russian Federation

There are the following types of organizational and legal forms of economic entities (hereinafter also OPF):

OPF of economic entities that are legal entities-commercial organizations

• Partnerships
• Society
• Joint stock companies
• Unitary enterprises
  • Unitary enterprises based on the right of economic management
  • Unitary enterprises based on the right of operational management
• Other

OPF of economic entities that are legal entities-non-profit organizations

• Public associations (including religious associations)
  • Bodies of public initiative
• Foundations (including public foundations)
• Institutions (including public institutions)
• Communities of Indigenous Peoples
• Associations of legal entities (associations and unions)
• Associations of peasant (farm) households
• Horticultural, horticultural or dacha non-profit partnerships

OPF of economic entities without the rights of a legal entity

• Ordinary partnerships

BTF examples

state and municipal institutions

The simplest name of the OPF of state institutions are FGU (federal) and GU (regional, Moscow and St. Petersburg). Sometimes the word “budgetary” is added to the OPF, for example, in the OPF forestry, correctional colonies. The name of the OPF may include the word "regional" and even the name of the subject of the Russian Federation: "Novosibirsk region", "city of Moscow", but not necessarily.

OPF of state institutions:

• federal government agency
• Regional State Institution (State Regional Institution), OSU
• government agency
• Federal state budgetary institution

Federal State Budgetary Institution of Science

• Regional state budgetary institution
• State budgetary institution of the Novosibirsk region
• State budgetary institution of the city of Moscow
• State budget institution
• State (municipal) public institution

Educational, healthcare and cultural institutions have their own OPF names:

OPF of educational institutions:

• Federal State Autonomous Educational Institution of Higher Professional Education
• State educational institution of higher professional education
• State educational institution of secondary vocational education
• State educational institution
• Municipal budgetary educational institution
• Municipal preschool educational institution

OPF of military educational institutions:

• Federal State Military Educational Institution of Higher Professional Education
• State military educational institution of higher professional education

OPF of health care institutions:

• Federal Public Health Institution
• Public Health Institution
• Municipal Health Institution

OPF of cultural institutions:

• Federal State Institution of Culture
• State Budgetary Institution of Culture of the Sverdlovsk Region
• State institution of culture of the city of Moscow

Unusual OPFs:

• Regional state educational institution for orphans and children left without parental care
• State Special Rehabilitation Educational Institution of Secondary Vocational Education - College for the Disabled
• Federal State Educational Institution of Secondary (Complete) General Education "Astrakhan Suvorov Military School of the Ministry of Internal Affairs of the Russian Federation"- does not have an indication of "military".

state and municipal unitary enterprises

OPF of unitary enterprises:

• Federal State Unitary Enterprise
• State Regional Unitary Enterprise
• State unitary enterprise
• Municipal unitary enterprise

see also

• Types of companies

Sources

• Chapter 4
• Federal Law No. 82-FZ of May 19, 1995 "On public associations"
• Decree of the State Standard of the Russian Federation of March 30, 1999 N 97(as amended on 06/09/2001) "On the adoption and implementation of all-Russian classifiers" (together with the "all-Russian classifier of forms of ownership" OK 027-99)

Links

• The choice of the organizational and legal form of the enterprise - an article by Doctor of Economics, Professor Adukov

Wikimedia Foundation. 2010 .

• Las Casas, Bartolome de
• Victor Emmanuel II

See what "Organizational and legal form" is in other dictionaries:

Organizational and legal form- The legal form in which the registration and activities of a legal entity are carried out. Examples of organizational and legal forms are an open joint stock company, a closed joint stock company, a limited partnership, a limited company ...

FORM OF OWNERSHIP ORGANIZATIONAL AND LEGAL- Organizational form of ownership of the means of production, enshrined in national legislation Glossary of business terms. Akademik.ru. 2001 ... Glossary of business terms

Legal form of activity- organizational and managerial form of activities of authorized entities. Its legal essence is that it is based on the prescriptions of law and always entails the onset of certain legal consequences. Unlike actual... Theory of state and law in schemes and definitions

FORM OF OWNERSHIP, ORGANIZATIONAL AND LEGAL- organizational form of ownership of the means of production enshrined in national legislation ... Big Economic Dictionary

Legal system- This article or section needs to be revised. Please improve the article in accordance with the rules for writing articles ... Wikipedia

Joint stock companies- The organizational and legal form of an enterprise that, for its obligations to creditors, is liable only for the property that belongs to it. Shareholders do not bear any responsibility to creditors, they only risk ... Terminological dictionary of a librarian on socio-economic topics

General partnership- Organizational legal form of a commercial organization. A partnership is recognized as full, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and ... ... Vocabulary: accounting, taxes, business law

MEETING OF THE FEDERATION COUNCIL- organizational and legal form of consideration by the upper chamber of the Federal Assembly of issues referred by the Constitution of the Russian Federation to its jurisdiction. The regulations of the Federation Council provide that the chamber holds meetings from September 16 of the current to 15 ... ... Encyclopedic Dictionary "Constitutional Law of Russia"

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

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

Types of organizational and legal forms of organizations

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

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

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

In addition, there is a category that includes production cooperatives. In the field of non-profit organizations, one can single out a consumer cooperative, public organizations (movements, associations), a foundation (non-profit partnership), partnerships (gardening, summer cottage, homeowners), an association (union), autonomous non-profit companies.

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

Shape selection

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

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

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

Types of organizational and legal forms of commercial organizations

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

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

Examples of problem solving

EXAMPLE 1

Exercise

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

All enterprises carry out their activities within the framework of the chosen organizational and legal form.

The organizational and legal form determines the procedure for registration, the size of the authorized capital, the list of constituent documents and the structure of governing bodies, the rights and responsibilities of business co-owners, etc. On fig. 1.2 presents the classification of organizational and legal forms. Entrepreneurial activity can be carried out either with the formation of a legal entity or without the formation of a legal entity.

If entrepreneurial activity is carried out with the formation of a legal entity, then organizations can be divided depending on the goals of the activity into commercial and non-commercial. Commercial (corporate) organizations include: business partnerships, business companies, production cooperatives and unitary enterprises. Non-profit organizations include: public and religious organizations (associations), foundations, non-profit partnerships, private institutions, autonomous non-profit organizations, associations (unions). The Civil Code of the Russian Federation provides an exhaustive list of commercial organizations; only in the listed organizational and legal forms can new enterprises be registered. Forms of non-profit organizations permitted in the

Rice. 1.2.

standing time in the Russian Federation, are defined in the Federal Law of January 12, 1996 No. 7-FZ "On Non-Commercial Organizations" (as amended on November 31, 2011).

Business partnerships

This organizational and legal form is an association of persons and, as a rule, requires their active participation in activities. The property basis of the partnership is the share (authorized) capital. It is called warehouse, since its main function is to provide the enterprise with the means to start activities, i.e. starting capital.

There are two types of economic partnership: general partnership and limited partnership.

Full business partnership (PT). A partnership is recognized as full, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property (Article 69-81 part 1 of the Civil Code of the Russian Federation).

The characteristic of PT is given in table. 1.1. This type of organizational and legal form should be used if:

Participants make a large personal contribution to the enterprise in the form of

living labor or knowledge;

• strive for equal participation in capital;
• agree to the risk associated with full joint and several liability for the results of activities.

The main advantage of PT is the simplicity and speed of decision-making, usually two or more partners can quickly agree without control from higher authorities.

Disadvantages of PT: unlimited joint and several liability of partners for obligations, the likelihood of mutual distrust of partners, lack of financial resources, high instability, since the death or withdrawal from the business of one of the partners, as a rule, leads to the liquidation of the partnership.

Limited partnership (limited partnership). The partnership on faith arose in the sphere of trade. One merchant entrusted the goods to another merchant, who went on a trading journey and sold the goods of the first. At the conclusion of the transaction, we agreed on the proportion of profit sharing: 3:4 or 1:4. Later, the commodity form of trust was replaced by a monetary one; there are people who have

	General partnership
Characteristic	Description
Members	At least two friends. They can be individual entrepreneurs and commercial organizations.
Member Responsibility	General partners are engaged in entrepreneurial activities on behalf of the partnership and are jointly and severally liable with their property for the obligations of the partnership
Folding	The share capital is divided into shares. Its value is not less than 100 times the minimum wage at the time of registration
Branded Name
Constituent documentation
Control	It is carried out by common consent of all participants. Voting principles: each participant has one vote
Participant rights	Participate in the management of the affairs of the partnership, receive information about the activities of the partnership and get acquainted with its documents, take part in the distribution of profits, receive part of the property remaining during the liquidation of the partnership
Responsibilities participants	Make contributions stipulated by the founding documents. Participants must make at least 50% of their contribution by the time of registration, the rest within the terms established by the agreement. In case of violation, the participant pays 10% per annum from the unpaid part of the deposit and reimburses the losses. Do not disclose confidential information about the business partnership
Profit (loss) distribution	Distributed among the participants in proportion to the shares in the share capital
Change of membership	Does not entail the termination of the partnership. The participant must declare the refusal to participate in the PT at least 6 months before the actual withdrawal. He is paid the value of a part of the property of the partnership in proportion to the share of this participant in the share capital. A participant who has withdrawn from the partnership shall be liable for the obligations of the partnership that arose before the moment of his withdrawal, within 2 years from the date of approval of the report on the activities of the partnership for the year in which he withdrew from the partnership

capital, but engaging in trading activities is not prestigious for them (aristocrats, church ministers). In this case, there was a transfer of money under certain conditions of the contract to the person who was engaged in entrepreneurial activity, i.e. a prototype of fellowship in faith appeared.

A limited partnership (limited partnership) is a partnership in which, along with participants engaged in entrepreneurial activities and liable for the obligations of the partnership with their property (general partners), there are one or more contributors (limited partners) who bear the risk of losses within the amount of the contribution and do not take part in the implementation of entrepreneurial activities (Articles 82-86, part 1 of the Civil Code of the Russian Federation).

The main difference between a limited partnership and a PT is the presence of two groups of participants, each of which has a different measure of responsibility for the results of its activities.

The first group of participants are full partners who are liable with all their property.

The second group - investors who are responsible only for the amount of contribution to the share capital.

In table. 1.2 describes the organizational and legal form of a limited partnership.

The scope of the limited partnership is the same as the scope of the PT. The advantage is wider financial opportunities due to the accumulation of capital of general partners and investors.

Disadvantages: the investor can withdraw from the business with his share at any time, which, as a rule, leads to the liquidation of the partnership; in the event of bankruptcy, full partners and are jointly and severally liable with all their property, which significantly increases the degree of their risk in case of failures in business activities.

Business companies

A company is an association of capitals that does not require the direct participation of the founders in the activities, but requires the presence of special management bodies.

Business companies include: a limited liability company, an additional liability company, a joint-stock company.

Limited Liability Company (LLC). LLC is an invention of German lawyers at the end of the 19th century.

Limited partnership (limited partnership)

Characteristic	Description
Members	At least two participants. One of them is a full friend, the second is a contributor. They can be individual entrepreneurs and (or) commercial organizations
Folding	The share capital is divided into shares
Branded Name
Constituent documentation	The memorandum of association is signed by all general partners
Control	It is carried out by full partners. Investors are not entitled to participate in the management and conduct of business, as well as to challenge the actions of general partners
Member Responsibility	General partners are engaged in entrepreneurial activities on behalf of the economic partnership and bear joint and several liability with the property belonging to them. Participants-depositors do not take part in business activities and bear the risk of losses within the limits of the deposit
Participant rights	To receive a part of the partnership's profit due to its share in the share capital, in the manner prescribed by the memorandum of association, to get acquainted with the annual reports and balance sheets of the partnership, at the end of the financial year to withdraw from the partnership and receive its contribution in the manner prescribed by the memorandum of association, to transfer its share to share capital or part thereof to another contributor or third party
Distribution	Similar to a general partnership

A limited liability company is a business company, the authorized capital of which is divided into shares; members of a limited liability company are not liable for its obligations and bear the risk of losses associated

with the activities of the company, within the value of their shares.

The activities of enterprises that have chosen this legal form are regulated by the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies” (as amended on May 5, 2014) and Part 1 of the Civil Code of the Russian Federation.

In table. 1.3 presents a description of the organizational and legal form of a limited liability company.

The scope of this organizational and legal form lies in the field of small and medium-sized businesses, which are associated with significant risk.

The advantage of an LLC is the limited liability of the members of the company.

The disadvantages of an LLC include limiting the number of participants in the company, which reduces the company's ability to increase the authorized capital, i.e. is a brake on business expansion.

Additional Liability Company (ALC). This economic company differs from LLC in that it is characterized by joint and several, subsidiary liability of participants.

Joint liability implies that in the event of bankruptcy of one of the participants, the remaining members of the company must cover the unpaid part.

This organizational and legal form was provided for until September 1, 2014 by the legislation of the Russian Federation (Article 95 of the Civil Code of the Russian Federation) for commercial (corporate) organizations. In general, ALCs are subject to the provisions of the legislation of the Russian Federation on limited liability companies, with the exception of the subsidiary liability provided for the participants in such a company, which they bear for the obligations of the company jointly with all their property in the same multiple for all of the value of their contributions, determined by the constituent documents of the company. The phrase "... with additional responsibility" must have been included in the name of the organization that chose this organizational and legal form.

Example. The charter defines a measure of subsidiary liability - three times the value of the contribution. The first participant contributed 5000 rubles, the second participant - 3000, the third participant - 7000 rubles. If the company has to answer for its obligations and the value of the property does not cover the required amount, then subsidiary liability comes into force, i.e. each participant must contribute additional

Limited Liability Company

Characteristic	Description
Members	Number of participants 1-50. They can be citizens and legal entities
Member Responsibility	Participants are not liable for the obligations of the company and bear the risk of losses within the value of their contributions
Authorized capital	The authorized capital consists of the nominal value of the shares of the LLC participants.
Brand Name	The name of the company with an indication of the organizational and legal form, i.e. the words "limited liability company". The company must have a full and have the right to have an abbreviated name in Russian, as well as in the languages ​​of the peoples of the Russian Federation and (or) foreign languages. A company name in Russian cannot contain other terms and abbreviations that reflect its organizational and legal form, including those borrowed from foreign languages
Constituent documentation	The memorandum of association is signed by the founders. If the company is founded by one participant, then the memorandum of association is not needed. The charter is approved by the founders
Control	The supreme governing body of the company is the general meeting of participants in the company. The charter of a company may provide for the formation of a board of directors (supervisory board) of the company. Management of the current activities of the company is carried out by the sole executive body of the company or the sole executive body of the company and the collegial executive body of the company. 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
Participant rights	Participate in the management of the affairs of the company, receive information about the activities of the company and get acquainted with the documents, take part in the distribution of profits, receive part of the property remaining during the liquidation of the company
Responsibilities participants	Make contributions stipulated by the founding documents, do not disclose confidential information about the activities of the company
Distribution	In accordance with the statute. As a rule, in proportion to shares in the authorized capital

amount: the first - 15,000 rubles, the second - 9,000, the third - 21,000 rubles. Thus, we can say that subsidiary liability is an additional guarantee for creditors in the event of a breach of obligations or non-fulfillment of obligations by the ALC.

The scope of the ALC is the same as the scope of the LLC.

Joint stock companies (JSC). The peculiarity of a joint-stock company, which distinguishes it from any other economic company, is that its authorized capital is divided into a certain number of shares of equal par value. A share is a unit of authorized capital. Members of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares.

The trade name of a joint-stock company must contain its name and an indication that the company is a joint-stock company. In many countries, the legislation also provides for the need to indicate the joint-stock form of management. So, for example, in France, joint-stock companies are called societe anonyme (SA), in Italy - society per azione, in Germany - Aktiengesellschaft (.AG), in England - Company limited by shares, in USA - Corporation.

Joint-stock companies have the right to issue securities - shares, bonds and other types of securities.

A share is a security that secures the rights of its owner (shareholder) to receive part of the profit of a joint-stock company in the form of dividends, certifies membership in a JSC and gives the right to a part of the property (corresponding to a share in the authorized capital) in the event of termination of activity.

Shares are: declared, ordinary, preferred, cumulative.

Declared shares are additional shares that a joint-stock company has the right to issue during its existence. Their number and nominal value are determined during the creation of a joint-stock company. The issue of additional shares is called an issue. The placement of additional shares leads to a change in the amount of the authorized capital and requires making appropriate changes to the constituent documents.

Ordinary shares have the same par value and rights. Fixed set of rights of ordinary shares: are voting, the size of the dividend is not predetermined, the liquidation value is not predetermined.

Preferred shares in general may have the following set of rights: a predetermined dividend (in a fixed amount, as a percentage, otherwise), a liquidation value predetermined (in a fixed amount, as a percentage, otherwise), have the right to vote at meetings only in cases provided by law or charter. For example, on issues of reorganization or liquidation of a JSC, on issues of restricting the rights of owners of this type of shares, etc. The total nominal value of preferred shares cannot exceed 25% of the authorized capital.

A feature of cumulative shares is that dividends on them, in case of non-payment, are accumulated and paid out subsequently. The presence of cumulative shares must be stipulated in the charter of the JSC.

A bond is a security that certifies the owner's right to demand its redemption (payment of face value or face value and interest) within the established time limits. Conditions and terms of redemption (including early redemption) are stipulated in the decision to issue bonds. Based on the definition, it follows that a bond characterizes a loan relationship, i.e. the holder of the bond in relation to JSC acts as a creditor. Bonds are issued secured by property, secured by third parties, without collateral (for the third year after the approval of two annual balance sheets by JSCs). The amount of par value of issued bonds must not exceed the authorized capital or the amount of security. Bonds can be registered (with a register of their owners) and to bearer. Bonds are termed securities, i.е. they must be repaid within the agreed timeframe, regardless of the performance of the JSC. If the activity was not very successful, then the bonds are redeemed from the reserve fund.

JSCs are either public or non-public. Comparative characteristics of public and non-public joint-stock companies are presented in Table. 1.4. The activities of joint-stock companies are regulated by Part 1 of the Civil Code of the Russian Federation and Federal Law No. 208-FZ of December 26, 1995 “On Joint-Stock Companies” (as amended on December 29, 2012, with amendments that entered into force on April 19, 2013).

Production cooperatives

A production cooperative is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial or agricultural products,

Joint stock companies

Characteris		public Joint-Stock Company
Members	Citizens and (or) legal entities (bodies of state and local self-government - in cases provided for by federal law). Number of participants - no more than 50	Citizens and (or) legal entities (bodies of state and local self-government - in cases provided for by federal law). Number of participants - unlimited
Member Responsibility	The founders are jointly and severally liable for the obligations associated with the establishment of the joint-stock company and arising before its registration. The company is liable for the obligations of the founders associated with the creation, only subject to the subsequent approval of their actions by the general meeting of shareholders
Statutory	It is made up of the nominal value of shares acquired by shareholders. When a JSC is established, all shares are placed among the founders. All JSC shares are registered. The number and par value of the placed shares of each category are determined by the charter of the JSC
Value authorized capital	At least 100 minimum	At least 1000 minimum wages on the date of registration of the company
Branded named	Name of the company and the words "joint stock company"	Name of the company and the words "public joint stock company"
Constituent documents	The charter of a JSC, which is approved by the founders and is binding on all shareholders
Control	The supreme governing body is the meeting of shareholders. The current management is carried out by the executive body (director, directorate). The Audit Commission exercises control over the activities of the executive body	The following controls must be present: the general meeting of shareholders is the supreme body of the JSC; sole executive body - general management of activities Collegial governing body of the company,

Characteris	Non-public joint stock company	public Joint-Stock Company
		in which there can be no less than five members (he controls the activities of the executive bodies)
Issue of securities	Have the right to issue securities
Alienation rules	The need to obtain consent to the alienation of shares may be	It cannot be foreseen that it is necessary to obtain someone's consent to the alienation of shares
Subscription	Shares and securities are placed by closed subscription and are not publicly traded	Shares and securities that are convertible into shares are placed by open subscription and are publicly traded in accordance with the legislation on securities
Publication of results reports activities	Publication of the annual report, balance sheet only in cases of public placement of bonds or other securities	Annual publication of the report, balance sheet
Control states	An audit can be carried out at any time at the request of shareholders whose aggregate share in the authorized capital is 10% or more	Annual independent audit

works, trade, consumer services, provision of services), based on their personal labor participation and the association of property shares by its members. In table. 1.5 the main characteristics of the organizational and legal form - a production cooperative are considered. The main legislative acts regulating the activities of production cooperatives are the Constitution of the Russian Federation, the Civil Code of the Russian Federation, the Federal Law of May 8, 1996 No. 41-FZ “On Production Cooperatives” (as amended on November 30, 2011).

The scope of production cooperatives is small and medium-sized businesses, including trade, consumer services,

	Production cooperative (Ex. K.)
Characteristic	Description
Members	Citizens of at least 5 people. The participation of legal entities may be allowed by the articles of association. Number of members K., who have made a share, participating in activities, but not taking personal labor participation, cannot be more than 25% of the number of members taking personal labor participation. The average number of employees for the reporting period should not exceed 30% of the number of members. TO.
Unit trust	Share contributions form a mutual fund. The share fund determines the minimum size of the property of the cooperative, which guarantees the interests of creditors. Its value must be at least 100 times the minimum wage at the time of registration. The cooperative, in accordance with the charter, can create funds: an indivisible fund, a reserve fund, etc.
Brand Name	"Name" + production cooperative (artel)
Constituent documentation	Charter approved by the general meeting of members of the cooperative
Responsible	The cooperative is liable for its obligations with all property belonging to it on the right of ownership. Members of the cooperative bear subsidiary liability for the obligations of the cooperative in the manner prescribed by the charter of the cooperative
Distribution	Wages may be paid in cash and (or) in kind in accordance with the regulation on wages developed by the cooperative. The procedure for distributing profits is determined by the charter of the cooperative. The following rules are most often used: for members who take personal labor participation in the activities of the cooperative, profit is distributed in proportion to labor participation, for those who do not invest personal labor - in proportion to the size of share contributions, this part of the profit should not exceed 50% of the cooperative's profit. Part of the profits can be distributed among hired workers
Rights of cooperative members	Participate in production and economic activities; in the work of the general meeting; elect and be elected to the supervisory board, executive and control bodies; make suggestions

services, processing. In general, it is believed that this organizational and legal form is focused on the involvement of ordinary citizens in entrepreneurial activities.

State and municipal unitary enterprises

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

Assignment of property to the enterprise is carried out on the basis of either economic management or operational management (federal state enterprise). Accordingly, unitary enterprises on the right of economic management and unitary enterprises on the right of operational management are distinguished. A unitary enterprise must contain an indication of the owner of the property. The state or municipality can be the owners of property, but for state-owned enterprises - only the state.

Examples of unitary enterprises: Moscow taxi, municipal unitary enterprise "Department for the Reconstruction and Restoration of Monuments", state unitary enterprise "Goznak", defense state-owned factories, etc.

The property transferred to a unitary enterprise is indivisible and cannot be distributed among contributions, shares, including among employees of the enterprise. Federal state-owned enterprises are under stricter control by the owner than unitary enterprises with the right of economic management. So, for example, for such enterprises, the owner determines the subject of activity, the scope of work is determined by the plan-order, the enterprise quarterly submits to the authorized body accounting reports on the implementation of the plan-order.

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

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

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

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

Individual entrepreneur

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

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

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

Limited Liability Company

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

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

Joint stock companies

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

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