Commercial organizations as subjects of business law briefly. Commercial organizations as subjects of economic law. This topic belongs to the section

commercial organization- A legal entity pursuing profit as the main goal of its activities, as opposed to not commercial organization, which does not aim to make a profit and does not distribute the profits between participants

Main features of a commercial organization:

1. The purpose of the activity is to make a profit;

2. The organizational and legal form is clearly defined in the law;

3. Distribution of profits between participants of a legal entity.

Commercial organizations:

1) Corporate:

- business partnerships (general partnerships/limited partnerships);

· General partnership- a commercial organization whose participants, in accordance with an agreement concluded between them, engage in business activities on behalf of the partnership and are liable for its obligations with property personally belonging to them.

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

- business companies:

a) public (PJSC);

· PJSC is an enterprise whose shares must be publicly placed on the securities market

b) non-public (JSC, LLC);

· Joint-Stock Company– a joint-stock company, the shares of which are distributed only among the founders or other predetermined circle of persons. Shareholders of the closed joint stock company and the company itself, if provided for by the charter, enjoy the preemptive right to purchase shares sold by shareholders.

· Society with limited liability – a commercial organization whose authorized capital is divided into shares of sizes determined by the constituent documents; participants are not liable for the obligations of the LLC and bear the risk of losses associated with the activities of the company, within the limits of the value of the deposits.

- economic partnerships;

· Economic partnership is the creation by two or more persons of a commercial organization, the management of whose activities is attended by the participants, as well as other persons provided for in the management agreement.

- peasant farm;

· Peasant farm - an association of citizens related by kinship and (or) property, having property in common ownership and jointly carrying out production and other household activities. activities based on their personal participation.

Production cooperatives.

· Production cooperative– a voluntary association of citizens on the basis of membership for joint production and other economic activity, based on their personal labor or other participation and the pooling of property share contributions by its members.

2) Unitary:

- State Unitary Enterprise

- MUP

· State and municipal unitary enterprises– commercial organizations that are not vested with the right of ownership of property assigned to them by the owner. Their authorized capital cannot be divided into parts.

Corporate law. Entrepreneurial activities of business partnerships and companies, their comparative characteristics.

The corporation includes partnerships, societies, and other types of business entities based on a set of members. On the subject of corporate law refers to those relations that are associated with the activities of such organizations and intra-company relations. Corporate law– a sub-branch of business law that studies the nature and regulation of a number of legal entities that can be classified as corporations.

Organizational and legal form	Types of commercial organizations
Organizational and legal form	Business partnerships	Business societies
Organizational and legal basis	An association of persons involving the personal participation of each founder (participant) in the business affairs of the company	Association of capitals that does not require personal participation of founders (participants) in the affairs of the company
Founders (participants)	Commercial organizations and (or) individual entrepreneurs. Each participant can be a member of only one partnership.	Citizens (not registered as entrepreneurs), individual entrepreneurs, commercial organizations, non-profit organizations. Each of the company's participants can be a participant in other companies.
Number of founders (participants)	At least 2	Any
Responsibility of the Founders (participants)	Unlimited liability of general partners for the debts of the partnership with all their property	Risk of losses (loss of deposits made)
Constituent documents	Memorandum of association	Charter
Rights of founders (participants)	1. Participation in the management of the organization’s affairs (does not apply to limited partnership investors and shareholders holding voiceless shares).

All legal entities can be classified into commercial and non-profit organizations.

A commercial organization is an organization whose activities are aimed at generating profit and dividing it between participants.

Business societies and business partnerships.

A business company and a business partnership are commercial organizations created on a voluntary basis on the basis of membership, and are endowed by law with general legal capacity. They become the owners of property formed from the contributions of the founders (participants), as well as produced and acquired in the course of their activities.

Differences between a business company and a business partnership:

1. H.T. – association of persons. H.O. – pooling of capitals.

Those. in H.T. In addition to property contributions, direct, personal participation in the affairs of the partnership is assumed. These affairs must be carried out by the participants themselves, without involving hired persons. Participants H.T. (general partners) can only be individual entrepreneurs and commercial organizations.

2. Participants in partnerships (with the exception of investors), unlike participants in companies, bear unlimited liability with personal property for the obligations of such partnerships if the latter lack their own property.

Economic societies.

Limited Liability Company– a business company whose authorized capital is divided into shares. The participants are not liable for the debts of the company and bear the risk of losses within the limits of their contributions, and the company is not liable for the debts of the participants. The number of participants is no more than 50. Otherwise, the LLC must be transformed into an OJSC or a production cooperative. An LLC can be founded by a single member. An LLC has no right to have another company founded by a single person as its founder.

The LLC has a two-tier board structure:

The supreme body is the meeting of participants (or the sole founder).
Executive body: always sole (director) and, if necessary, a collegial body is created.

Upon leaving the LLC, a participant has the right to be paid a portion of the property corresponding to his share.

Additional liability company– corresponds to the characteristics of an LLC, with the exception of the additional liability of participants. Participants jointly and severally bear subsidiary (additional) liability for the debts of the ALC, i.e. are liable if the company's property is insufficient.

With the entry into force of the Federal Law of 05.05.2014 No. 99-FZ "On Amendments to Chapter 4 of Part One of the Civil Code Russian Federation and on the recognition as invalid of certain provisions of legislative acts of the Russian Federation" this organizational form of entrepreneurial activity will be excluded.

Joint Stock Company (CJSC or OJSC)- a business company whose authorized capital is divided into certain number shares, and its participants (owners of shares - shareholders) are not liable for the company’s debts and bear only the risk of losses within the value of the shares they own. Exit from the company can only be accomplished by alienating the share(s) to another person. Thus, the joint stock company is guaranteed against a decrease in its property due to the withdrawal of its participants.

The importance of a joint stock company lies in the possibility of attracting and centralizing large capital, initially dispersed among many small owners.

Joint-stock companies are divided into closed (CJSC) and open (OJSC). OJSC has the right to sell its shares to an indefinite number of persons. Shareholders of an OJSC have the right to freely alienate their shares to both other shareholders and third parties. CJSCs can distribute their shares only among the founders or other predetermined circle of persons. The number of participants in a closed joint stock company should not exceed 50.

JSC management structure:

The supreme body is the general meeting of shareholders, which has exclusive competence to change the charter, make decisions on reorganization or liquidation, form executive bodies, etc.

Board of Directors ( supervisory board) (if there are more than 50 participants – required).

The executive body (sole and (or) collegial) – deals with all issues that do not constitute the exclusive competence general meeting and the Board of Directors.

Economic partnerships.

General partnership- a partnership whose participants, in accordance with the constituent agreement concluded between them, carry out entrepreneurial activities on behalf of the partnership and are liable for its obligations with the property belonging to them.

A person can be a member of only one general partnership.

Management of the activities of a general partnership is carried out by general agreement of all participants. The founding agreement of a partnership may provide for cases when a decision is made by a majority vote of the participants.

Profits and losses of a general partnership are distributed among its participants in proportion to their shares in the joint capital, unless otherwise provided by the constituent agreement or other agreement of the participants.

Limited partnership - a partnership in which, along with participants who carry out business activities on behalf of the partnership and are liable for the obligations of the partnership with their property (general partners), there are one or more participants - investors (limited partners) who bear the risk of losses associated with the activities of the partnership, within the amounts contributions made by them and do not take part in the partnership’s business activities.

The management of the limited partnership is carried out only by the general partners.

Production cooperative (artel) – a commercial organization, which is a voluntary association of citizens who are not entrepreneurs for joint production or other economic activities based on their personal labor (or other) participation and the pooling of certain property (share) contributions, with their personal limited subsidiary liability for the obligations of this commercial organization .

The highest governing body of a cooperative is the general meeting of its members.

State and municipal unitary enterprises.

A unitary enterprise is a commercial organization that is not endowed with the right of ownership to the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares).

In the shape of unitary enterprises Only state and municipal enterprises can be created.

The property of a state or municipal unitary enterprise is respectively in state or municipal ownership and belongs to such an enterprise with the right of economic management (Article 294 of the Civil Code) or operational management (Article 295 of the Civil Code).

Economic partnership.

In accordance with Federal law dated 03.12.2011 N 380-FZ “On Business Partnerships” A business partnership (hereinafter referred to as partnership) is recognized as one created by two or more persons commercial organization, in the management of whose activities, in accordance with this Federal Law, partnership participants (partners), as well as other persons, take part within the limits and to the extent provided for in the charter and agreement on the management of the partnership. The list of activities that cannot be carried out by partnerships is approved by the Government of the Russian Federation.

Participants in the partnership (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 limits of the amounts of contributions made by them. The partnership is liable for its obligations with all the property belonging to it and is not liable for the obligations of its participants.

From September 1, 2014, Federal Law No. 99-FZ dated May 5, 2014 introduced a new classification of organizational forms of legal entities. All legal entities according to changes in Civil Code will be divided into corporations and unitary legal entities (Article 65.1 of the Civil Code of the Russian Federation as amended by Law No. 99-FZ). The possibility of creating additional liability companies and closed joint stock companies is excluded. A new organizational and legal form of a non-profit organization has been created - a partnership of real estate owners.

Corporations- organizations in respect of which their participants have corporate rights. These organizations include all commercial legal entities (with the exception of unitary enterprises), as well as a number of non-profit ones:

Consumer cooperatives;

Public organizations;

Associations (unions);

Property Owners Associations;

Cossack societies included in the relevant state register;

Communities of indigenous peoples.

Unitary organizations– legal entities whose founders do not become participants and do not acquire membership rights in them.

These include state and municipal unitary enterprises (which are commercial organizations), as well as the following non-profit organizations:

Public, charitable and other foundations;

State institutions (including state academies of sciences), municipal and private (including public) institutions;

Autonomous non-profit organizations;

Religious organizations;

Public law companies.

Business companies from September 1, 2014 are divided into public(joint stock companies whose shares and convertible into such shares securities publicly posted (by public subscription) or publicly traded) and non-public(limited liability companies and joint stock companies that do not meet the criteria of a public company).

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general restrictions (at the level Art. 50

Non-profit organizations, By general rule, differ from commercial ones in that they have the right to carry out entrepreneurial activities only insofar as this is necessary to achieve their statutory goals. At the same time, they do not have the right to distribute the profit received among their participants (Clause 1, Article 50 of the Civil Code of the Russian Federation).

The current version of the Civil Code of the Russian Federation contains open list non-profit organizations. However, in accordance with the changes coming into force on September 1, 2014. Clause 2 of Article 50 of the Civil Code will be set out in new edition, and will contain a closed list of organizational and legal forms of non-profit organizations (consumer cooperatives, public organizations, associations (unions), partnerships of real estate owners, Cossack societies, communities of indigenous peoples of the Russian Federation, funds, institutions, autonomous non-profit organizations, religious organizations, public -legal companies).

Non-profit organizations may carry out income-generating activities, if provided for by their charters, only insofar as this serves the purposes for which they were created and if it is consistent with such purposes. A non-profit organization, the charter of which provides for the implementation of income-generating activities, with the exception of government and private institutions, must have property with a market value of at least minimum size authorized capital provided for limited liability companies

Restrictions on the right to engage in entrepreneurial activities for non-profit organizations (in force since the adoption of the Civil Code of the Russian Federation) can be divided into two types:

general restrictions (at the level Art. 50 Civil Code of the Russian Federation) - connection with the main activity and a ban on the distribution of profits;

private (specific) restrictions (at the level of the norms of individual federal laws) - establishing additional limits, including by listing permitted types of business activities.

In any case, non-profit organizations are created for socially useful purposes, therefore entrepreneurial activity should perform an exclusively auxiliary function, i.e. be subordinated to the statutory goals. According to M.V. Bloshenko, “we can talk about “serving” entrepreneurial activity to the main goal of a non-profit organization, if the profit received from entrepreneurial activity is directed directly to achieving these goals”

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

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

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

IN general partnership(PT) all its participants (general partners) are engaged in entrepreneurial activities on behalf of the partnership and bear full financial responsibility for its obligations. Each participant can act on behalf of the partnership, unless the constituent agreement establishes a different procedure. The profit of a general partnership is distributed among the participants, as a rule, in proportion to their shares in the share capital. For the obligations of a general partnership, its participants bear joint liability with their property.

A partnership of faith, or a limited partnership (TV or CT), is recognized as a partnership in which, along with general partners, there are also participant-contributors (limited partners) who do not take part in the business activities of the partnership and bear limited financial liability within the limits of the amounts of contributions made by them. Essentially, TV (CT) is a complicated type of PT.

In a general partnership and limited partnership, shares of property cannot be freely assigned; all full members bear unconditional and joint liability for the organization’s liabilities (responsible with all their property).

2) organizations pooling capital - Production cooperative(PrK) p .With. a voluntary association of citizens on the basis of membership for joint production or other economic activities based on their personal labor or other participation and the association of property shares by its members (participants). The peculiarities of the PrK are the priority of production and personal labor participation of its members, the division of the property of the PrK into shares of its members.

Joint-Stock Company(JSC) is a company whose authorized capital consists of the nominal value of the company's shares acquired by shareholders and, accordingly, is divided into this number of shares, and its participants (shareholders) bear financial liability to the extent of the value of the shares they own. JSCs are divided into open and closed (OJSC and CJSC). Participants in an OJSC can alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription for issued shares and their free sale. In a closed joint-stock company, shares are distributed by private subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian legislation is limited to 50 persons.

But there is a third, “hybrid” category - a limited liability company and an additional liability company - which simultaneously applies to organizations that unite individuals, and to organizations that pool capital.

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

Joint-Stock Company(JSC) is a company whose authorized capital consists of the nominal value of the company's shares acquired by shareholders and, accordingly, is divided into this number of shares, and its participants (shareholders) bear financial liability to the extent of the value of the shares they own. Joint-stock companies are divided into open and closed (OJSC and CJSC). Participants in an OJSC can alienate their shares without the consent of other shareholders, and the company itself has the right to conduct an open subscription for issued shares and their free sale. In a closed joint-stock company, shares are distributed by private subscription only among its founders or other predetermined circle of persons, and the number of founders in Russian legislation is limited to 50 persons.

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

based on the right of economic management(they have greater economic independence, in many ways they act like ordinary commodity producers, and the owner of the property, as a rule, is not responsible for the obligations of such an enterprise)

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

Commercial organizations as subjects of business law: concept and types.

A commercial organization is a legal entity that pursues making a profit as the main goal of its activities, in contrast to a non-profit organization that does not aim to make a profit and does not distribute the profits between participants

Main features of a commercial organization:

The purpose of the activity is to make a profit;

A clearly defined organizational and legal form in the law;

Distribution of profits between participants of a legal entity.

Also, commercial organizations have all the characteristics inherent in a legal entity: They have separate property on the basis of ownership, economic management or operational management, and other property rights; the property may be rented; They are liable for their obligations with the property they own; Acquire and exercise property and non-property rights on their own behalf; bear responsibilities;

They can be a plaintiff and a defendant in court.

The types of commercial organizations are defined by Part 2 of Art. 50 of the Civil Code of the Russian Federation: Legal entities that are commercial organizations can be created in the organizational and legal forms of business partnerships and societies, peasant (farm) households, economic partnerships, production cooperatives, state and municipal unitary enterprises.

Participants in a commercial organization have the right to participate in management.

Receive information about their activities.

Receive profit in proportion to the contribution.

Receive property after liquidation.

The procedure for creating a commercial organization

1. Determination of the composition of the founders, holding a general meeting of the founders.

(different requirements for the competence and status of the institution depending on the organizational and legal form) Restriction for state. Employees.

2. Choice of organizational and legal form (except for restrictions) Auditors are not JSC.

1. Number and status of the institution.

2. Activity profile.

3. Sources of capital.

4. The structure of relations both between the founders and between management bodies.

5. Measure of labor and other personal participation.

6. Ability to control other commercial organizations.

7. Responsibility measures for founders.

3. Registration of constituent documents.

Foundation agreement (Business partnership) – documents that are concluded by the founders of the legal entity. Persons in simple written form, by drawing up a single document, indicating in it the place and date of conclusion of the agreement, and also its validity period, signed by the participants in person.

Charter (JSC, LLC, Production Cooperative, State Municipal Enterprise) - documents establish the legal status of the organization.

4. Development of the name of a commercial organization - individualization in economic circulation. Mandatory indication of organizational legal form. Legal regime objects of foreign communities. Sometimes using certain words (for example Bank)

5. Determination of the location of the organization (indicated in the constituent documents) - the location of the main management body of a permanent legal entity.

6. Formation of authorized (share) capital, authorized share fund (at the time of state registration for ..... no less than 50% - capital, 10% - share contribution in the production cooperative)

7. State registration of legal entities. Persons in the manner prescribed by law.

Registration with the tax authority, state. Social funds.

Stamps. Registration with statistical authorities.

Opening a current account.

The creation of a subject of business law is the process of performing legally significant actions and adopting relevant acts aimed at giving a person the status of a subject of business law.

Traditionally, there are four ways to create subjects of business law.

1. The constituent and administrative method provides that the basis for establishing a legal entity is an order of the relevant state or municipal body (decisions of the Government of the Russian Federation, bodies of constituent entities of the Russian Federation and local government). This method is used when creating state and municipal unitary enterprises. The functions of the owner for the creation of such enterprises are assigned to the relevant federal executive authorities, executive bodies constituent entities of the Russian Federation and relevant local government bodies.

2. The incorporation method is used when creating commercial organizations with one participant (for example, business entities), as well as during the legitimation of individual entrepreneurial activity.

3. The contractual-constituent method is used when creating commercial organizations with more than one founders (business partnerships, business societies, production cooperatives).

4. The permissive-constituent method requires obtaining permission from a state body to create a commercial organization (for example, on the basis of Article 17 of the RSFSR Law “On Competition and Restriction of Monopolistic Activities in Product Markets”, in some cases it is necessary to obtain permission from the antimonopoly authority).

Types and procedure for commercial reorganization

Organizations

Reorganization of a legal entity (merger, accession, division, separation, transformation) can be carried out by decision of its founders (participants) or a body of the legal entity authorized to do so by the constituent document.

Reorganization of a legal entity with a simultaneous combination of its various forms is allowed.

Reorganization with the participation of two or more legal entities, including those created in different organizational and legal forms, is allowed, if this Code or another law provides for the possibility of transforming a legal entity of one of such organizational and legal forms into a legal entity of another of such organizational and legal forms.

Reorganization is a set of legally significant actions of the founders of legal entities and government. Bodies aimed at implementing the transfer of rights and obligations of legal entities. Persons to other legal entities Persons in the order of legal succession, as well as the execution of state acts by authorized state bodies. Registration of creation and liquidation of legal entities. Persons, changes in their constituent documents. Regulated by GK.

Types (forms):

1. Merger: When merging legal entities, the rights and obligations of each of them are transferred to the newly emerged legal entity in accordance with the transfer deed.

2. Merger: When a legal entity is merged with another legal entity, the rights and obligations of the merged legal entity are transferred to the latter in accordance with the transfer deed.

3. Division: When a legal entity is divided, its rights and obligations are transferred to the newly created legal entities in accordance with the transfer deed.

4. Separation: When one or more legal entities are separated from a legal entity, the rights and obligations of the reorganized legal entity are transferred to each of them in accordance with the transfer act.

5. Transformation: When transforming a legal entity of one organizational and legal form into a legal entity of another organizational and legal form, the rights and obligations of the reorganized legal entity in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants), the change of which is caused by the reorganization .

6. Depending on the entity that made the decision to reorganize the legal entity. Faces:

1. Voluntary (the decision is made by the founders)

2. Compulsory (in cases provided for by law, in case of violation of publicity, an external manager is appointed)

Reorganization procedure:

1. Consent government agencies(merger, accession if the transaction of total assets is more than 30 million rubles)

2. Written notification to creditors (they may require early repayment for fulfillment of an obligation or termination of an obligation and compensation for losses)

3. Ensuring the rights of creditors (the transfer deed must contain information about legal succession, if the transfer deed does not determine the successor - joint and several liability)

4. Making a decision on reorganization, approving the transfer act

5. State registration of newly formed legal entities.

6. A legal entity is considered reorganized from the moment state registration changes in the Unified State Register of Legal Entities.

1. The transfer act must contain provisions on succession for all obligations of the reorganized legal entity in relation to all its creditors and debtors, including obligations disputed by the parties, as well as the procedure for determining succession in connection with a change in the type, composition, value of property, emergence, change, termination rights and obligations of the reorganized legal entity that may occur after the date on which the transfer deed was drawn up.

2. The transfer act is approved by the founders (participants) of the legal entity or the body that made the decision on the reorganization of the legal entity, and is submitted together with the constituent documents for state registration of legal entities created as a result of the reorganization, or amendments to the constituent documents of existing legal entities.

Failure to submit a deed of transfer along with the constituent documents and the absence of provisions in it on legal succession for all obligations of the reorganized legal entity will entail a refusal of state registration of legal entities created as a result of the reorganization.

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

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

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

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

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

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

Not only domestic organizations, but also commercial organizations with foreign investments, as well as foreign legal entities and citizens participate in trade turnover. A foreign investor must acquire at least a 10% share (contribution) in the authorized (share) capital of a business partnership or company created on the territory of Russia in order for a commercial organization with foreign investment to be created. Such organizations enjoy additional legal protection, guarantees and benefits provided for by the Federal Law of July 9, 1999 No. 160-FZ “On Foreign Investments in the Russian Federation.”

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

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

Organizations that form the commodity market, in accordance with the Law of the Russian Federation of February 20, 1992 No. 2383-1 “On Commodity Exchanges and Exchange Trading,” include commodity exchanges. They organize and regulate exchange trading, carried out in the form of open and public trading, carried out in a predetermined place and at a certain time according to established rules. The Exchange has the right to carry out only the named types of activities and is not a party to transactions carried out during exchange trading and is not responsible for failure to fulfill obligations under exchange transactions. Consequently, transactions cannot be made on behalf of or at the expense of the exchange.

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

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

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

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

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

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

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

Among such subjects the following can be distinguished.

1. Dealers are wholesale organizations specializing in the trade of goods of certain product groups. The intermediary becomes an official dealer of the company if it assumes the responsibility for selling goods of any manufacturing organization. Legal entities always act as dealers. Their other mandatory feature is independent, i.e. on its own behalf and at its own expense, making purchases and selling goods.

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

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

4. Participants in foreign trade turnover are distribution companies (distributors) that sell imported goods in their country. Long-term relationships with foreign suppliers, the formation of its own sales network, warehouse stocks of goods, studying demand and advertising of goods are the characteristic features of this entity. Distributors operate on the basis of distribution contracts with product manufacturers and sales companies.

Distributors vary depending on the availability of warehouse space:

To having warehouses (regular);

For warehouses that rent or do not have storage facilities.

Firms that do not have their own storage facilities Those carrying out transit deliveries, naturally, cannot perform the functions of accumulating and storing goods, enter into contracts for supply in future periods, or provide services for sub-sorting and selection of assortment groups of goods.

All of the above organizations purchase and sell goods independently. But in commercial activity there are subjects who do not acquire ownership rights to goods, but only assist in the sale of goods: commission agents, stock firms, brokers, sales agents, etc.

Thus, commission agents acting in foreign trade turnover, carry out transactions, although on their own behalf, but on behalf of clients and at their expense.

Specialized intermediaries are stock companies that, under a commission agreement, sell goods only to a specific exporter. The goods of the foreign consignor are stored in the so-called consignment warehouse. But unlike the goods received by the distributor, the ownership of this product remains with the foreign supplier (exporter). Subsequently, the goods are sold under contracts to medium and small buyers.

Brokers are also a fairly common type of intermediary who enter into contracts on behalf and at the expense of the principal. My mediation activities brokers carry out transactions due to their thorough knowledge of supply and demand for certain goods on the market and the ability to promptly carry out orders. Act as independent brokers or firms.

Another important group of subjects are trading agencies and agents. They are engaged in finding buyers for the selling company, negotiating with them and informing them.

This list of subjects of trade turnover is not exhaustive.

Organizers of trade activities such as chambers of commerce and industry (CCI) require special consideration. Features of them legal status are determined by the Law of the Russian Federation of July 7, 1993 No. 5340-1 “On Chambers of Commerce and Industry in the Russian Federation”.

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

The goals of the Chamber of Commerce and Industry are to promote the development of the country's economy, its integration into the world economic system, the comprehensive development of entrepreneurship, trade, economic, scientific and technical relations with entrepreneurs from other countries. The Chamber of Commerce and Industry of the Russian Federation and the Chamber of Commerce and Industry in the regions of the country carry out a significant variety of work, promoting the formation of a national commodity market.

Significant practical question consists in choosing the optimal type of legal entity to participate in trading activities. This depends on the tasks performed by the organization, its goals and content of activities, as well as economic, organizational and legal factors.

This takes into account the speed and efficiency of creating an organization, a more preferential tax regime, labor productivity and the profit growth it provides, and the factor of maintaining the rights of the founders to the property transferred to the authorized capital.

The so-called small and medium-sized businesses have certain opportunities in the field of taxation, for which it is possible to establish a simplified taxation system. Conditions that provide this opportunity include the following:

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

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

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

b) up to one hundred people inclusive for small enterprises; Among small enterprises, microenterprises stand out - up to fifteen people;

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

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

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

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

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

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

More on topic 2.3. Organizations as commercial entities: