1 organizational and legal forms of an enterprise in the Russian Federation. How to choose the right legal form for your company? Organizational and legal forms of commercial enterprises: what is it

Russian enterprises may operate in various legal forms. The choice of any of them is predetermined by a variety of factors: the desired method of calculating taxes or, for example, the scale of the business and the need to raise additional capital. What are the specifics of legal forms of business in the Russian Federation? What varieties are they?

The essence of the legal form

Subjects of legal relations in the Russian Federation may have different statuses and legal forms. This is important for the correct differentiation of the specifics of their activities, as well as the application of optimal tax regimes in relation to the income generated (if we are talking about the commercial area). The concept of legal form also reflects aspects legal responsibility organizations for arising obligations.

In the general case, conducting commercial activities in the Russian Federation involves the state registration of an enterprise within the framework of one of the statuses provided for by law. A fixed legal form of business is a significant factor for banks making a decision on issuing a loan to an enterprise. Similarly, an investor or a potential major partner may pay attention to this.

Varieties of legal forms

In Russia, the legal form of entrepreneurial activity can be represented as one of the following main statuses:

individual entrepreneur;
society with limited liability(OOO);
joint-stock company(AO);
public JSC;
partnership (full, limited);
production or consumer cooperative;
peasant economy.

Also, in some cases, it is permissible to conduct business in the status of an individual. However, this is generally less beneficial in terms of taxation. Actually, the amount of taxes is one of the factors in choosing one or another form of business. The main legal forms that we have listed above allow, in some cases, to take advantage of significant tax preferences.

It can also be noted that state institutions and non-profit organizations in the status of legal entities can also engage in some types of entrepreneurial activities that are not prohibited. A state-legal form is possible in which the organization conducts commercial activity. For example, it may be the format of unitary enterprises.

But the range of possible activities in the field of business, open to government agencies and non-profit institutions, is often quite narrow. In addition, no special preferences in the field of calculation and payment of taxes have been established for such organizations. Therefore, the choice of the optimal form legal activity is the most important task for an entrepreneur. Moreover, there are plenty to choose from. Consider the specifics of each of the above statuses in more detail.

IP: features

The main legal provisions for individual entrepreneurs are present in the 23rd chapter of the Civil Code of the Russian Federation. It says that Russian citizens have the right to do business without being a legal entity. True, for this you need to go through state registration in the prescribed manner. But the corresponding procedure for sole proprietorships will probably look the simplest if we take other types of legal forms of business for comparison. In order to register as an entrepreneur, a citizen needs to collect quite a few documents and pay a small state fee. The authorized capital is not needed, as well as any other constituent documents. A current account, a seal - attributes characteristic of legal entities - are optional for individual entrepreneurs (although in practice they are often necessary). Reporting to the tax and other structures is minimal. Preferential taxation regimes an entrepreneur with the rights commercial entity can choose almost the same ones that are established for legal entities, i.e. USN, UTII.

This legal form of doing business does not classify the enterprise as a legal entity. In this regard, the IP is responsible for all its obligations as an individual, that is, in full. What unites individual entrepreneurs with legal entities? First of all, the right to hire workers, the obligation to issue them work books. Also, entrepreneurs can invite contractors under civil law contracts. The considered legal form of doing business assumes that the citizen will own the business solely. It is impossible to give or donate a company (its share) in the status of an individual entrepreneur.

One of the disadvantages of the status we are considering is that the entrepreneur needs to pay contributions to the PFR, FSS and MHIF for himself, regardless of whether he has income. However, if they are in sufficient quantities, then the corresponding obligations will not be onerous, since contributions to the funds can be credited as part of the tax under some taxation systems. Even if an entrepreneur is employed somewhere, and the percentage required by law is transferred from his salary to the Pension Fund, the Social Insurance Fund and the Compulsory Health Insurance Fund, then he, one way or another, must fulfill the obligations to pay the appropriate fees for himself. At the same time, the amount of payments to the relevant funds may change every year, as Russian legislative practice shows. The importance of this factor varies greatly from one enterprise to another. For some firms, such volatility of the norms is not critical, for others it plays an important role in terms of profitability. But for start-up entrepreneurs, of course, such payments can be a bit of a burden.

Partnerships

Partnerships, along with business companies, are legal forms of legal entities designed to give a correct legal status entrepreneurs operating in the appropriate trust mode. Business is conducted on behalf of the partnership, responsibility for arising obligations rests with the founders of the organization.

This legal form is classified under two varieties. The first is a general partnership. This type of organization assumes that none of its participants has the right to make transactions on their own behalf that are within the competence of the company without coordinating actions with colleagues. The corresponding powers of a partner are determined by a power of attorney. Responsibility for the possible obligations of the company is assumed to be joint and several. The creditor can recover the debt both from the organization and from each of its founders.

The second legal form within the category under consideration is a limited partnership. It assumes that the commercial structure will also include contributors, or limited partners. They are also liable for the arising obligations of the company, but only within the limits of their contributions. Also, limited partners are not entitled to participate in making key business decisions.

Partnerships are established on the basis of an agreement signed by all its participants. This document must comply with the provisions of Articles 70 and 83 of the Civil Code of the Russian Federation. In particular, it is necessary to fix the amount and nature of the share capital, the shares of participants, the size and conditions for deposits in the agreement, to prescribe the responsibility of the founders for refusing to make payments, etc.

The considered legal form of the organization is characterized, first of all, by a very high level of responsibility of participants for possible obligations to creditors and other persons. In practice, business in this format is mainly run by people who can work in an atmosphere of complete mutual trust, for example, members of the same family.

LLC specifics

One of the most popular legal forms of doing business in the Russian Federation is a limited liability company. Involves the establishment of an organization through a contract. It is also necessary to create the charter of the LLC. In this case, the owner of the company can be one person. LLC is a full-fledged legal entity. Its distinctive specificity is as follows: responsibility for arising obligations is not assigned to the founders, but only to the assets of the company.

To establish an LLC, an authorized capital is also needed - at least 10 thousand rubles. As a rule, it is required to open a current account, issue a seal. Tax reporting here is somewhat more complicated than for individual entrepreneurs. An LLC must have no more than 50 co-founders. If more of them are expected, it will be necessary to register a joint-stock company, or a production cooperative. The legislation of the Russian Federation provides for mechanisms for the transfer of shares in an LLC, the withdrawal of participants from the organization, the sale of enterprises in the appropriate status.

Joint stock companies

If the business, according to various criteria, does not fit the status of an individual entrepreneur, partnership or LLC, or objectively has a significant scale, then the entrepreneur can pay attention to such legal forms of enterprises as a joint-stock company (JSC), as well as a public JSC. What are their specifics?

JSC, as well as LLC, have an authorized capital. However, it is expressed not in the form of shares, but in the form of shares. If they are issued by open subscription, a special legal form arises - PJSC (public joint stock company). It can be noted that AOs are referred to in this way in many developed countries. Also, this legal form of organization can bear a similar name if it prescribes the appropriate status in the constituent documents. Lawyers recommend that the founders of joint-stock companies fix it if a subsequent issue of subscriptions for shares is planned.

It can be noted that “ordinary” and “non-public” JSCs appeared recently - after the introduction of amendments to the Civil Code of the Russian Federation in 2014. Prior to this, the relevant structures were referred to as CJSC (a kind of analogue of a "non-public" company) and OJSC (a prototype of a "regular" JSC). It can also be noted that in the process of reforming civil legislation, some unification of the status of LLC and JSC was carried out, in the sense that such a type of constituent document as the Charter became uniform for both types of companies, drawn up according to a common scheme.

Just as in the case of an LLC, the shareholders of a joint-stock company are not personally liable for arising obligations to the organization: certain penalties are possible only from assets in the form of securities.

Production cooperatives

These legal forms of enterprises can also be called artels. They are a voluntary association of entrepreneurs for the purpose of jointly doing business in the field of production, processing, sales of products, provision of services, performance of work, trade, etc. The personal labor participation of the founders of the cooperative is expected, as well as the transfer of share contributions by them. Entrepreneurs operating under this legal form bear additional responsibility for arising obligations in accordance with the provisions of the law and the charter of the organization. The minimum number of cooperative members is 5 people. The property owned by the organization is divided within the framework of shares, as well as in accordance with the charter, which is considered the main constituent document.

The considered legal form of business is quite common in agriculture. At the same time, many farmers prefer to conduct joint activities in the form of other forms of cooperation. Consider one of the most common.

Peasant economy

The Civil Code of the Russian Federation provides for such a form of conducting joint activities as a peasant (or farm) economy. Its main feature is that the property is jointly owned by the organization. Also, a farmer cannot be a member of more than one peasant economy simultaneously. The considered legal form of joint activity of citizens involves the creation legal entity. Members of the organization bear subsidiary liability for arising obligations.

Aspects of registration

Most of the types of organizational and legal forms of business that we have considered require state registration as a legal entity. This procedure is carried out at the place of residence of the respective executive body authorities - the territorial department of the Federal Tax Service or other authorized agency, if for some reason the tax service is not present in the region of doing business.

The most important criterion for the implementation of state registration of a business is the availability of authorized (for LLC, JSC), cumulative (for partnerships) capital, as well as mutual funds (for cooperatives). These investments form the initial property of the organization.

As for the authorized capital for LLC and JSC, it consists of the value of the company's shares (or shares). This value may be nominal, that is, the actual net assets firms can be higher. Many entrepreneurs prefer to form the authorized capital within the minimum values established by law, for example, for an LLC it is 10 thousand rubles. Following this rule, firstly, reduces the initial financial burden on the founders, and secondly, it somewhat simplifies the procedure for evaluating deposits. The amount of authorized capital for Russian companies to be determined in the national currency of the Russian Federation - rubles. When doing business in the form of an LLC or JSC, it is the authorized capital that is the most important criterion in terms of payment guarantees determined by a possible creditor for the company.

Formation of the authorized capital

As a contribution to the authorized capital, which is required by such legal forms of enterprises as LLC and JSC, cash can be used cash, securities or natural property. Also, the elements of the original property of the company can be, for example, property rights that have financial assessment. As for the authorized capital in forms alternative to cash, its formation is approved at the meeting of the founders of the economic society.

Participants of an LLC or JSC must have time to contribute their part of the authorized capital within the period specified at the level of the memorandum of association, but no later than one year after the state registration of the company. In any case, the founder cannot be released from the obligation to contribute his part of the funds or property to the authorized capital of the organization being created.

It can be noted that the original property in partnerships, in contrast to business companies, can be any size. The legislation does not include provisions that would determine the minimum amount of relevant assets in such organizations. This is quite logical: this legal form of business assumes that participants bear personal obligations. Accordingly, any penalties may be levied not only at the expense of the contributed capital.

The organizational and legal forms of enterprises, enshrined in its constituent documents, must fully comply with the requirements of legislative acts. Consider the features of the organization of finance at enterprises of various organizational and legal forms of enterprises.

Business partnerships. These include general partnerships and limited partnerships or limited partnerships.
Business companies include joint-stock companies and companies with limited or additional liability, the formation of the authorized capital of these commercial organizations is made at the expense of contributions of participants or founders, each of which has a certain share.
General partnership operates on the basis of an agreement between individual entrepreneurs and / or commercial organizations. A feature of the agreement is the recognition of joint and several subsidiary liability for obligations by all property belonging to the participants of the partnership, regardless of the contribution to the authorized capital.
Faith partnership or limited partnership It is also created on the basis of an agreement between individual entrepreneurs and / or commercial organizations. It may include one or more participants engaged in entrepreneurial activities on behalf of the partnership and liable for obligations with all their property, being general partners, as well as participants who are liable within the limits of the amounts they have contributed, being limited partners or investors.
Limited liability companies are associations of legal and individuals for joint venture activities. The property of an LLC consists of contributions from members, income received and other legitimate sources. If the participants of the company are legal entities, they retain the rights of a legal entity and full independence.
Additional Liability Company- its participants, in case of insufficiency of the company's property, are liable for obligations to its creditors with their property in the same multiple for all participants of the amount of contributions to the authorized capital, that is, they bear subsidiary liability for its obligations with their property.
Joint stock companies of open and closed types. The most complex organizational and legal form of commercial organizations. As a rule, JSC unites a wide range of legal entities and individuals. The JSC's property is formed through the sale of shares in the form of an open or closed subscription, income received and other sources.
Closed Joint Stock Company relatively less in terms of the composition of participants, the size of the authorized capital, has restrictions on the organization of the issuing process. Subscription for shares is only closed, which means a certain, limited circle of shareholders.
Production cooperatives. This is a voluntary association of citizens on the basis of membership for the joint conduct of entrepreneurial activities by combining property shares, as well as with the personal labor participation of members of the cooperative. The property of a production cooperative is formed at the expense of share contributions of its members, income received and other sources.
unitary enterprise A distinctive feature of the UE is the lack of ownership of the property assigned to it.
To non-profit organizations include consumer cooperatives, public and religious organizations and associations, various foundations, institutions, as well as associations of legal entities. Non-profit organizations have significant differences, but they are united according to the principle of the main purpose of the activity, which is not related to making a profit.

An enterprise is an independent economic entity created (established) in accordance with the current legislation for the production of products, performance of work or provision of services in order to meet public needs and make a profit.

After state registration, the enterprise is recognized as a legal entity and can participate in economic turnover. It has the following features:

the enterprise must have separate property in its ownership, economic management or operational management;
the enterprise is liable with its property for the obligations that arise in its relations with creditors, including to the budget;
the enterprise acts in the economic circulation on its own behalf and has the right to conclude all types of civil law contracts with legal entities and individuals;
the company has the right to be a plaintiff and a defendant in court;
the enterprise must have an independent balance sheet and timely submit the established government bodies reporting;
the enterprise must have its own name, containing an indication of its organizational and legal form.

Enterprises can be classified in many ways:

by appointment finished products enterprises are divided into producing means of production and producing consumer goods;
on the basis of technological commonality, an enterprise with continuous and discrete production processes is distinguished;
according to the size of the enterprise are divided into large, medium and small;
According to the specialization and scale of production of the same type of products, enterprises are divided into specialized, diversified and combined.
by type production process enterprises are divided into enterprises with a single type of production, serial, mass, experimental.
according to the signs of activity are distinguished industrial enterprises, trade, transport and others.
according to the forms of ownership, private enterprises, collective, state, municipal and joint enterprises (enterprises with foreign investments) are distinguished.

Organizational forms of enterprises

In accordance with the Civil Code of the Russian Federation, the following organizational forms can be created in Russia commercial enterprises: business partnerships and societies, production cooperatives, state and municipal unitary enterprises.

Business partnerships and companies:

general partnership;
limited partnership (limited partnership);
Limited Liability Company,
additional liability company;
joint-stock company (open and closed).

Full partnership. Its participants, in accordance with the agreement concluded between them, are engaged in entrepreneurial activities and are liable for its obligations with their property, i.e. unlimited liability applies to the participants of a general partnership. A participant in a full partnership that is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. A participant who has left the partnership shall be liable for the obligations of the partnership that arose before the moment of his withdrawal, on an equal basis with the remaining participants within two years from the date of approval of the report on the activities of the partnership for the year in which he left the partnership.

Faith partnership. It is a partnership in which, along with the participants exercising entrepreneurial activity on behalf of the partnership and liable for the circumstances of the partnership with their property, there are participants-contributors (limited partners) who bear the risk of losses within the limits of their contributions and do not take part in the implementation of entrepreneurial activities by the partnership.

Limited Liability Company. This 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. Members of a limited liability company bear the risk of losses associated with the activities of the company within the value of their contributions.

Society with additional liability. A feature of such a company is that its participants bear subsidiary liability for the obligations of the company in the same multiple for all of the value of their contributions. All other norms of the Civil Code of the Russian Federation on a limited liability company may be applied to an additional liability company.

Joint-stock company. It is recognized as a company whose authorized capital is divided into certain number shares. Members of the 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. A joint stock company whose members can freely sell their shares without the consent of other shareholders is recognized as an open joint stock company. Such a company has the right to conduct an open subscription for the shares they issue and their free sale on the terms established by law. A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons is recognized as a closed joint stock company. Such a company is not entitled to conduct an open subscription for shares issued by it.

Features of the functioning of joint-stock companies is as follows:

they use effective method mobilization of financial resources;
dispersed risk, tk. each shareholder risks losing only the money that he spent on the acquisition of shares;
participation of shareholders in the management of the company;
the right of shareholders to receive income (dividend);
additional incentives for staff.

production cooperatives. This is a voluntary association of citizens on the basis of membership for a joint production or other economic activity based on their personal labor or other participation and the association of its members (participants) of property share contributions. Members of a production cooperative bear subsidiary liability for its obligations. The profit of the cooperative is distributed among its members in accordance with their labor participation. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors are distributed in the same manner.

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 the owner. The property of a unitary enterprise is indivisible and cannot be distributed by contribution (shares, shares). Including between employees of the enterprise. Only state and municipal enterprises can be created in the form of unitary enterprises.

Unitary enterprises are divided into two categories:

unitary enterprises based on the right of economic management;
unitary enterprises based on the right of operational management.

The right of economic management is the right of an enterprise to own, use and dispose of the owner's property within the limits established by law or other legal acts.

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

The right of economic management is wider than the right of operational management, i.e. an enterprise operating on the basis of the right of economic management has greater independence in management. Enterprises can create various associations.

The procedure for the creation and liquidation of enterprises

Newly created enterprises are subject to state registration. From the moment of state registration, the enterprise is considered established and acquires the status of a legal entity. For the state registration of an enterprise, the founders present the following documents:

an application for registration of an enterprise, drawn up in any form and signed
founders of the enterprise;
founding agreement on the establishment of the enterprise;
the charter of the enterprise, approved by the founders;
documents confirming the deposit of at least 50% of the authorized capital of the enterprise into the account;
certificate of payment of the state fee;
a document confirming the agreement of the antimonopoly authority to establish an enterprise.

The foundation agreement must contain the following information: the name of the enterprise, its location, the procedure for managing its activities, information about the founders, the size of the authorized capital, the share of each founder in the authorized capital, the procedure and method for making contributions by the founders to the authorized capital.

The charter of the enterprise must also contain information: the legal form of the enterprise, the name, location, size of the authorized capital, the composition and procedure for distributing profits, the formation of enterprise funds, the procedure and conditions for the reorganization and liquidation of the enterprise.

For individual organizational and legal forms of enterprises, the constituent documents (constituent agreement and charter), in addition to those listed, contain other information.

State registration is carried out within three days from the date of submission required documents or within thirty calendar days from the date of postal item indicated in the receipt of payment of constituent documents. Denial of state registration of an enterprise may be made if the submitted documents do not comply with the law. The decision to refuse state registration may be appealed in court.

Termination of the activity of the enterprise can be carried out in the following cases:

by decision of the founders;
in connection with the expiration of the period for which the enterprise was created;
in connection with the achievement of the purpose for which the enterprise was created;
in the event that the court recognizes the registration of the enterprise as invalid, in connection with the violations of the law or other legal acts committed during its creation, if these violations are irreparable;
by a court decision, in the event of carrying out activities without a proper permit (license) or activities prohibited by law, or with repeated or gross violation of the law or other legal acts;
in case of recognition of the enterprise as insolvent (bankrupt), if it is unable to satisfy the claims of creditors.

An important point in the creation and liquidation of enterprises is also informing the Federal Tax Service at the place of registration of the enterprise, as well as providing tax service information about opening or closing a current account. Interaction with the Federal Tax Service is generally mandatory at any stage of the business, and you should not forget about it, because. Fines are provided for failure to provide certain information and reports.

When entrepreneurs choose the organizational and legal form of their enterprise, most often they create an LLC or register an individual entrepreneur. But there are other options as well. How to choose the right form for a new organization in 2018.

Read our article:

What is meant by the legal form of a legal entity

To a person who rarely encounters legal terminology, the expression "organizational and legal form of an enterprise" may seem cumbersome and awkward. Such an expression, he thinks, refers to large enterprises with some special status. But we can talk about the usual LLC. So what is it?

The organizational and legal form of an enterprise is the legal foundation of entrepreneurial activity. This is a system that:

determines who and how will lead the organization;
establishes limits of liability;
predetermines the rules for making transactions and other aspects of economic activity.

For example, in an LLC or JSC, the business is managed by general meeting owners. Management issues are resolved CEO– within the limits of the powers that are defined in the law and the charter. In particular, the meeting must agree to certain transactions. And in a simple partnership, each of the participants in the organization has the right to conduct business, unless otherwise specified during its creation.

commercial and non-commercial - by the purpose of creation ();
unitary and corporate - according to the method of management ().

Before registering a company, the founders decide what it is created for - for profit or for other purposes. If the choice is in favor of the financial component, then the organization will be classified as commercial. And if the main purpose of the activity is not to make a profit, then the choice must be made from the list of non-commercial forms.

What types of organizational and legal forms of enterprises are identified in the law

Let us analyze into what organizational and legal forms the law divides organizations.

What organizational forms are non-profit

consumer cooperative. This is a voluntary association of people and their property for the sale joint projects. They are quite common: for example, these are GSK, ZhSK, OVS.
Public and religious organizations. They are an association of citizens in order to satisfy spiritual or other needs not related to financial side life (political, for example).
Funds. Such an organization exists on voluntary contributions from citizens and legal entities and has no membership. They are created to achieve socially useful goals: educational, charitable, cultural and others.
Association of property owners. TSN is based on an association of owners of apartments, dachas, land plots, and other real estate, which TSN members jointly use.
Associations (unions). They are created to achieve the common goals of citizens or legal entities.
institutions. The owner chooses such a form for the implementation of non-commercial functions, and he also finances the organization. In this case, the institution is the only type non-profit organizations possessing property on the right of operational management.
There are other, less common organizational and legal forms of enterprises: for example, Cossack societies or small communities of indigenous peoples of the peoples of the Russian Federation.

Organizational and legal forms of commercial enterprises: what is it

Commercial forms:

Business partnerships. There are both general partnerships and faith-based ones. They differ from each other in the degree of responsibility of the participants. The form is not very popular.
production cooperatives. This is a voluntary association of citizens based on membership and share contributions.
Business partnerships. Their work is regulated by a separate. A very rare form.
Peasant economy. An enterprise that has such an organizational and legal form is an association of citizens for conducting Agriculture. It is based on their personal participation in business and property contributions.
Economic companies. This is the most popular option for commercial organizations. They are presented in the form of limited liability companies (LLC) and joint-stock companies (JSC).

If a citizen wants to engage in commercial activities, but without forming a legal entity, he has the right to register an individual entrepreneur. This is another popular form of doing business. In the All-Russian classifier of organizational and legal forms (OKOP), the IP has its own number - 50102.

What you need to know about LLC

For enterprises in Russia, LLC is the most common organizational and legal form. Such companies:

belong to business companies
conduct business activities,
bring profit.

The capital of LLC is formed by the contributions of the participants, divided into shares. This form of business organization is suitable for entrepreneurs who, for one reason or another, are not satisfied with the status of an individual entrepreneur. LLC can be quickly created. This form requires less maintenance costs than AO.

What are the main features of AO

JSC is the second most popular organizational and legal form of a legal entity. The capital of the organization is divided into a certain number of shares. JSCs are divided into public (PJSC) and non-public (NJSC). The main difference between them is that in PJSC shares can be freely alienated, in accordance with securities laws.

What are the pros and cons of IP

The main advantages of the IP status:

Quick registration.
Low stamp duty.
Fewer fines compared to legal entities.

The main disadvantage of the IP status is that the entrepreneur is liable for obligations with all his property.

How to choose a form of enterprise for your business

Before choosing the legal form for your enterprise, the manager needs to answer the following questions:

How will the company be financed - will it require an investor?
Are there any plans to hire staff?
What is the expected monthly and annual turnover from the business?
Which payment is preferable - cash or non-cash?
Is it possible to sell the business?

If we are talking about the most common types of business, then entrepreneurs most often choose between the status of an individual entrepreneur and an LLC:

IP registration is faster and easier, and fines are much less. But the citizen will have to answer with all his property.
LLCs are convenient for those who open a joint business. The authorized capital is divided into shares, which depend on the size of the participants' contributions. The LLC is not liable for the obligations of the founders, and the founders are not liable for the obligations of the LLC (with the exception of cases of subsidiary liability, which are provided for in the law - for example, in case of bankruptcy). But you will have to pay maximum fines, and maintaining an LLC requires funds.

The type of business organization you choose depends on:

financial expenses,
the amount of liability
limits of authority of governing bodies and much more.

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.

List and description of those used in Russian Federation organizational and legal forms is enshrined in the norms Civil Code RF and corresponding 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 features:

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.

Distinguish the following types business partnerships:

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 leaves the association, he continues to be liable for the fulfillment of obligations that arose during 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.
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:

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.
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).
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. A unitary enterprise can only be state-owned or municipal organizations. Securing property for unitary enterprise happens on 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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