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

commercial organization- A legal entity pursuing profit as the main goal of its activities, in contrast to not commercial organization, which is not intended to make a profit and does not distribute the profits among the participants

The main features of a commercial organization:

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

2. Clearly defined organizational and legal form in the law;

3. Distribution of profit between the participants of the legal entity.

Commercial organizations:

1) Corporate:

- business partnerships (general partnerships / limited partnerships);

· General partnership- a commercial organization, the participants of which, in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with property personally owned by them.

· Limited partnership (limited partnership)- a commercial organization in which, along with the participants engaged in entrepreneurial activities on behalf of the partnership and liable for the obligations of the partnership with their property (general partners), there are one or more contributors (limited partners) who bear the risk of losses 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 by 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 a closed joint-stock company and the company itself, if it is provided for by the charter, enjoy the pre-emptive right to acquire shares sold by shareholders.

· Society with limited liability - a commercial organization, the authorized capital of which is divided into shares of the 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 value of the contributions.

- business partnerships;

· Economic partnership - the creation by two or more persons of a commercial organization, the management of which is attended by the participants, as well as other persons stipulated by the management agreement.

- KFH;

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

production cooperatives.

· Production cooperative– 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 association of property share contributions by its members.

2) Unitary:

- SUE

- MUP

· State and municipal unitary enterprises- commercial organizations that are not endowed with the right of ownership of the property assigned to them by the owner. Their statutory fund cannot be divided into parts.

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

The corporation is partnerships, companies, other types of economic entities based on the totality of members. To the subject of corporate law includes 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 companies
Organizational and legal basis	An association of persons, involving the personal participation of each founder (participant) in the affairs of the entrepreneurial activity of the company	Pooling of capital that does not require the personal participation of the founders (participants) in the affairs of the company
Founders (participants)	Commercial organizations and (or) individual entrepreneurs. Each of the participants can be a member of only one partnership.	Citizens (not registered as entrepreneurs), individual entrepreneurs, commercial organizations, non-profit organizations. Each of the participants in the society may be a participant in other societies.
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 loss (loss of deposits)
Constituent documents	Memorandum of association	Charter
Rights of founders (participants)	1. Participation in the management of the affairs of the organization (does not apply to investors in a limited partnership and shareholders holding voiceless shares).

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

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

Business companies and business partnerships.

A business company and a business partnership are commercial organizations created on a voluntary basis on a membership basis and are endowed with general legal capacity by law. They become the owners of the property formed at the expense of 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. - the pooling of capital.

Those. in H.T. in addition to property contributions, direct, personal participation in the affairs of the partnership is assumed. These cases should be conducted by the participants themselves, without involving hired persons in them. The participants of H.T. (general partners) can only be individual entrepreneurs and commercial organizations.

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

Economic companies.

Limited Liability Company- a business company, the authorized capital of which 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 not more than 50. Otherwise, the LLC must be transformed into an OJSC or a production cooperative. An LLC can be established by a single member. An LLC is not entitled to have as its founder another company founded by a single person.

The LLC has a two-tier management 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.

When leaving the LLC, a participant has the right to pay him a part 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 the participants. The participants jointly and severally bear subsidiary (additional) liability for the debts of the ALC, i.e. responsible for the insufficiency of the property of the company itself.

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 invalidation of certain provisions of the legislative acts of the Russian Federation" this organizational form of entrepreneurial activity will be excluded.

Joint stock company (CJSC or OJSC)- a business company, the authorized capital of which 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 their shares. Withdrawal from the company can be carried out only by alienating the share (shares) to another person. Thus, a joint-stock company is guaranteed against a decrease in its property due to the withdrawal of participants from it.

The value 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). JSC has the right to sell its shares among an indefinite circle of persons. Shareholders of an OJSC have the right to freely alienate their shares both to other shareholders and to third parties. CJSC can distribute their shares only among the founders or other predetermined circle of persons. The number of participants in a CJSC should not exceed 50.

JSC management structure:

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

Board of Directors ( supervisory board) (if more than 50 participants - mandatory).

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

Business partnerships.

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

A person may be a participant in only one full partnership.

The management of the activities of a general partnership is carried out by common agreement of all participants. The founding agreement of a partnership may provide for cases where the decision is taken by a majority vote of the participants.

Profits and losses of a general partnership shall be distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the memorandum of association or other agreement of the participants.

Limited partnership (limited partnership) - a partnership in which, along with the participants who carry out entrepreneurial 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 limits of the amounts contributions made by them and do not take part in the implementation of entrepreneurial activities by the partnership.

The management of the activities of a limited partnership is carried out only by 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 association of certain property (share) contributions, with their personal limited subsidiary liability for the obligations of this commercial organization .

The supreme 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 of 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 on the right of economic management (Article 294 of the Civil Code) or operational management (Article 295 of the Civil Code).

Economic partnership.

In line with federal law dated 03.12.2011 N 380-FZ "On economic partnerships" An economic partnership (hereinafter referred to as a partnership) is recognized as created by two or more persons commercial organization, in the management of the activities of which, in accordance with this Federal Law, the participants of the partnership (partners), as well as other persons, take part in the limits and to the extent that are 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.

The participants of 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 their contributions. The partnership is liable for its obligations with all its property and is not liable for the obligations of its members.

From September 1, 2014, Federal Law No. 99-FZ of May 5, 2014 introduces 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 companies with additional liability and closed joint-stock companies has been 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 members 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);

Associations of property owners;

Cossack societies included in the relevant state register;

Communities of indigenous peoples.

Unitary organizations- legal entities whose founders do not become their 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 since September 1, 2014 are divided into public(joint stock companies, whose shares and convertible into such shares securities are publicly placed (by open 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, on general rule, differ from commercial ones in that they have the right to carry out entrepreneurial activities only insofar as it is necessary to achieve their statutory goals. At the same time, they are not entitled to distribute the profits 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 that come into force on September 1, 2014. paragraph 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 property owners, Cossack societies, communities of indigenous peoples of the Russian Federation, foundations, institutions, autonomous non-profit organizations, religious organizations, public companies).

Non-profit organizations may carry out income-generating activities, if it is provided for by their charters, only in so far as it serves the achievement of the goals for which they were created, and if it corresponds to such goals. A non-profit organization, the charter of which provides for the implementation of income-generating activities, with the exception of state and private institutions, must have property sufficient for the implementation of these activities 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) - the establishment of additional limits, including by listing the permitted types of entrepreneurial activity.

In any case, non-profit organizations are created for socially useful purposes, therefore, entrepreneurial activity should perform an exclusively auxiliary function, i.e. be subject to statutory purposes. According to M.V. Bloshenko, “we can talk about “serving” entrepreneurial activity to the main goal of the activity 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 also determined. The legislation of the Russian Federation provides for the following forms of ownership: private, state, property of public organizations (associations) and mixed.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

A commercial organization is a legal entity that pursues profit making 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 profit received among the participants

The main features of a commercial organization:

The purpose of the activity is to make a profit;

The organizational and legal form clearly defined in the law;

Distribution of profit between the participants of the legal entity.

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

Can be a plaintiff and defendant in court.

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 economic partnerships and companies, peasant (farm) enterprises, economic partnerships, production cooperatives, state and municipal unitary enterprises.

Members of a commercial organization have the right to participate in management.

Get 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 founders.

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

2. Choice of legal form (with the exception of restrictions) The auditors are not OJSC.

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 the governing bodies.

5. Measure of labor and other personal participation.

6. Ability to control other commercial organizations.

7. Measures of responsibility of the founders.

3. Registration of constituent documents.

Memorandum of association (Business partnership) - documents that are concluded by the founders of legal entities. Persons in a simple written form, by drawing up a single document, indicating in it the place and date of the conclusion of the contract, and in the same place its validity period, signed by the participants personally.

Charter (JSC, LLC, Production cooperative, state municipality. 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 the organizational legal form. Legal regime objects of foreign communities. Sometimes the use of certain words (for example, Bank)

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

6. Formation of authorized (share) capital, authorized share fund (at the time of state registration for ... .. not less than 50% - capital, 10% - share contribution in a production cooperative)

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

Registration with the tax authority, state. Social funds.

Prints. Registration with the statistical authorities.

Opening a current account.

The creation of a subject of business law is a 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 business law entities.

1. The constituent-administrative method provides that the basis for the establishment of a legal entity is the 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 bodies executive power, executive bodies of the constituent entities of the Russian Federation and the relevant local governments.

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

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

4. The permissive-constituent method provides for the need to obtain 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 Monopoly Activities in Commodity Markets”, in some cases it is necessary to obtain permission from the antimonopoly authority).

Types and procedure for the reorganization of a commercial

Organizations

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

It is allowed to reorganize a legal entity with a simultaneous combination of its various forms.

Reorganization is allowed with the participation of two or more legal entities, including those created in different organizational and legal forms, 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 - a set of legally significant actions of the founders of legal entities and state. Bodies aimed at the implementation of the transition of rights and obligations of legal entities. Persons to other legal entities. Persons in the order of succession, as well as the commission of state acts by authorized state bodies. Registration of creation and liquidation of legal entities. Persons changing their constituent documents. GK is regulated.

Types (forms):

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

2. Accession: When a legal entity joins another legal entity, the rights and obligations of the affiliated legal entity are transferred to the latter in accordance with the deed of transfer.

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

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 deed of transfer.

5. Transformation: When a legal entity of one organizational and legal form is transformed 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 subject that made the decision to reorganize the legal entity. Persons:

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

2. Forced (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 notice to creditors (may require early repayment of the performance of the obligation or termination of the obligation and indemnification)

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

4. Making a decision on reorganization, approval of the deed of transfer

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 act of transfer must contain provisions on the succession of 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 the succession in connection with a change in the type, composition, value of property, the emergence, change, termination the rights and obligations of the reorganized legal entity that may occur after the date on which the deed of transfer is drawn up.

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

Failure to submit a deed of transfer along with the constituent documents, the absence of provisions in it on the succession of all obligations of the reorganized legal entity entails a denial of state registration of legal entities created as a result of the reorganization.

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

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

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

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

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

Legal entities often form associations in the form of associations and unions. The task of those who do not have the right to engage in trade and other entrepreneurial activities (with the exception of unions consumer societies) non-profit organizations is the coordination of the activities of participants in joint programs, representation in legislative and executive authorities, 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 to resolve conflicts with tax and supervisory authorities.

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

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

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

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

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

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

Today, wholesale food markets also have a significant impact on the organization of trading activities, the purpose of which is also to create conditions for the sale of goods by manufacturers for wholesale buyers (shops, organizations Catering and etc.). A distinctive feature of wholesale food markets is that they work 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 in the process of privatization, bankruptcy proceedings, as well as in general commercial practice, commercial auctions, which are carried out in the form of a tender or auction, are increasingly used. The auction organizers may be specialized organizations acting on the basis of an agreement with the owner of the goods, or directly the owners of the goods being sold.

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

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

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

Among these entities are the following.

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

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

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

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

Distributors differ depending on the availability of warehouse space:

For having warehouses (regular);

For renting warehouses or those without warehouses.

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

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

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

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

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

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

This list of trade entities is not exhaustive.

Separate consideration is required by such organizers of trade activities as chambers of commerce and industry (CCI). Features them legal status determined by the Law of the Russian Federation dated July 07, 1993 No. 5340-1 “On Chambers of Commerce and Industry in the Russian Federation”.

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

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

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

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

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

For legal entities - the total share of participation of the Russian Federation, constituent entities of the Russian Federation, municipalities, foreign legal entities, foreign citizens, public and religious organizations (associations), charitable and other funds in the authorized (share) capital (share fund) of these legal entities should not exceed twenty-five percent (except for the assets of joint-stock investment funds and closed-end investment funds), the share of participation 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 limit values of the average number of employees for each category of small and medium-sized businesses:

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

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

Proceeds from the sale of goods (works, services) excluding value added tax or the balance sheet 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 the legal entity. Only members of the cooperative, upon leaving it, by virtue of Art. 111 of the Civil Code of the Russian Federation have an unconditional right to return the share contribution to him.

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

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

The founder of a joint-stock company, having contributed his property to the authorized capital, completely loses property rights to it and, upon leaving the joint-stock company, cannot even withdraw his monetary contribution (they have 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 existence of the organization.

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