Russian enterprises may operate in various legal forms. The choice of any of them is predetermined by a variety of factors: the desired method of calculating taxes or, for example, the scale of the business and the need to raise additional capital. What are the specifics of legal forms of business in the Russian Federation? What varieties are they?
The essence of the legal form
The subjects of legal relations in the Russian Federation may have different statuses and legal forms. This is important for the correct differentiation of the specifics of their activities, as well as the application of optimal tax regimes in relation to the income generated (if we are talking about the commercial area). The concept of legal form also reflects aspects legal responsibility organizations for arising obligations.
In the general case, conducting commercial activities in the Russian Federation involves the state registration of an enterprise within the framework of one of the statuses provided for by law. A fixed legal form of business is a significant factor for banks making a decision on issuing a loan to an enterprise. Similarly, an investor or a potential major partner may pay attention to this.
Varieties of legal forms
In Russia, the legal form entrepreneurial activity can be represented as one of the following main statuses:
- individual entrepreneur;
- society with limited liability(LTD);
- joint-stock company (JSC);
- public JSC;
- partnership (full, limited);
- production or consumer cooperative;
- peasant economy.
Also, in some cases, it is permissible to conduct business in the status of an individual. However, this is generally less beneficial in terms of taxation. Actually, the amount of taxes is one of the factors in choosing one or another form of business. The main legal forms that we have listed above allow, in some cases, to take advantage of significant tax preferences.
It can also be noted that some non-prohibited types of entrepreneurial activity may also be carried out by state institutions and not commercial organizations in the status of legal entities. A state-legal form is possible in which the organization conducts commercial activities. For example, it may be the format of unitary enterprises.
But the range of possible activities in the field of business, open to government agencies and non-profit institutions, is often quite narrow. In addition, no special preferences in the field of calculation and payment of taxes have been established for such organizations. Therefore, the choice of the optimal form legal activity is the most important task for an entrepreneur. Moreover, there are plenty to choose from. Consider the specifics of each of the above statuses in more detail.
IP: features
The main legal provisions for individual entrepreneurs are present in the 23rd chapter of the Civil Code of the Russian Federation. It says that Russian citizens have the right to do business without being a legal entity. True, for this you need to go through state registration in the prescribed manner. But the corresponding procedure for sole proprietorships will probably look the simplest if we take other types of legal forms of business for comparison. In order to register as an entrepreneur, a citizen needs to collect quite a few documents and pay a small state fee. The authorized capital is not needed, as well as any other constituent documents. A current account, a seal - attributes characteristic of legal entities - are optional for individual entrepreneurs (although in practice they are often necessary). Reporting to the tax and other structures is minimal. Preferential taxation regimes an entrepreneur with the rights commercial entity can choose almost the same ones that are established for legal entities, i.e. USN, UTII.
This legal form of doing business does not classify the enterprise as a legal entity. In this regard, the IP is responsible for all its obligations as an individual, that is, in full. What unites individual entrepreneurs with legal entities? First of all, the right to hire workers, the obligation to issue them work books. Also, entrepreneurs can invite contractors for civil law contracts. The considered legal form of doing business assumes that the citizen will own the business solely. It is impossible to give or donate a company (its share) in the status of an individual entrepreneur.
One of the disadvantages of the status we are considering is that the entrepreneur needs to pay contributions to the PFR, FSS and MHIF for himself, regardless of whether he has income. However, if they are in sufficient quantities, then the corresponding obligations will not be onerous, since contributions to the funds can be credited as part of the tax under some taxation systems. Even if an entrepreneur is employed somewhere, and the percentage required by law is transferred from his salary to the Pension Fund, the Social Insurance Fund and the Compulsory Medical Insurance Fund, then he, one way or another, must fulfill the obligations to pay the appropriate fees for himself. At the same time, the amount of payments to the relevant funds may change every year, as Russian legislative practice shows. The importance of this factor varies greatly from one enterprise to another. For some firms, such volatility of the norms is not critical, for others it plays an important role in terms of profitability. But for start-up entrepreneurs, of course, such payments can be a bit of a burden.
Partnerships
Partnerships, along with business companies, are legal forms of legal entities designed to give a correct legal status entrepreneurs operating in the appropriate trust mode. Business is conducted on behalf of the partnership, responsibility for arising obligations rests with the founders of the organization.
This legal form is classified under two varieties. The first is a general partnership. This type of organization assumes that none of its participants has the right to make transactions on their own behalf that are within the competence of the company without coordinating actions with colleagues. The corresponding powers of a partner are determined by a power of attorney. Responsibility for the possible obligations of the company is assumed to be joint and several. The creditor can recover the debt both from the organization and from each of its founders.
The second legal form within the category under consideration is a limited partnership. It assumes that the commercial structure will also include contributors, or limited partners. They are also liable for the arising obligations of the company, but only within the limits of their contributions. Also, limited partners are not entitled to participate in making key business decisions.
Partnerships are established on the basis of an agreement signed by all its participants. This document must comply with the provisions of Articles 70 and 83 of the Civil Code of the Russian Federation. In particular, it is necessary to fix the amount and nature of the share capital, the shares of participants, the size and conditions for deposits in the agreement, to prescribe the responsibility of the founders for refusing to make payments, etc.
The considered legal form of the organization is characterized, first of all, by a very high level of responsibility of participants for possible obligations to creditors and other persons. In practice, business in this format is mainly run by people who can work in an atmosphere of complete mutual trust, for example, members of the same family.
LLC specifics
One of the most popular legal forms of doing business in the Russian Federation is a limited liability company. Involves the establishment of an organization through a contract. It is also necessary to create the charter of the LLC. In this case, the owner of the company can be one person. LLC is a full-fledged legal entity. Its distinctive specificity is as follows: responsibility for arising obligations is not assigned to the founders, but only to the assets of the company.
To establish an LLC, an authorized capital is also needed - at least 10 thousand rubles. As a rule, it is required to open a current account, issue a seal. Tax reporting here is somewhat more complicated than for individual entrepreneurs. An LLC must have no more than 50 co-founders. If more of them are expected, it will be necessary to register a joint-stock company, or a production cooperative. The legislation of the Russian Federation provides for mechanisms for the transfer of shares in an LLC, the withdrawal of participants from the organization, the sale of enterprises in the appropriate status.
Joint stock companies
If a business, according to various criteria, does not fit the status of an individual entrepreneur, partnership or LLC, or objectively has a significant scale, then the entrepreneur can pay attention to such legal forms of enterprises as a joint-stock company (JSC), as well as a public JSC. What are their specifics?
JSC, as well as LLC, have an authorized capital. However, it is expressed not in the form of shares, but in the form of shares. If they are issued by open subscription, a special legal form arises - PJSC (public joint stock company). It can be noted that AOs are referred to in this way in many developed countries. Also, this legal form of organization can bear a similar name if it prescribes the appropriate status in the constituent documents. Lawyers recommend that the founders of joint-stock companies fix it if a subsequent issue of subscriptions for shares is planned.
It can be noted that “ordinary” and “non-public” JSCs appeared recently - after the introduction of amendments to the Civil Code of the Russian Federation in 2014. Prior to this, the relevant structures were referred to as CJSC (a kind of analogue of a "non-public" company) and OJSC (a prototype of a "regular" JSC). It can also be noted that in the process of reforming the civil legislation, some unification of the status of LLC and JSC was carried out, in the sense that such a type of constituent document as the Charter became uniform for both types of companies, drawn up according to the general scheme.
Just as in the case of an LLC, the shareholders of a joint-stock company are not personally liable for arising obligations to the organization: certain penalties are possible only from assets in the form of securities.
Production cooperatives
These legal forms of enterprises can also be called artels. They are a voluntary association of entrepreneurs for the purpose of jointly doing business in the field of production, processing, sales of products, provision of services, performance of work, trade, etc. The personal labor participation of the founders of the cooperative is assumed, as well as the transfer of share contributions by them. Entrepreneurs operating under this legal form bear additional responsibility for arising obligations in accordance with the provisions of the law and the charter of the organization. The minimum number of cooperative members is 5 people. The property owned by the organization is divided within the framework of shares, as well as in accordance with the charter, which is considered the main constituent document.
The considered legal form of business is quite common in agriculture. At the same time, many farmers prefer to conduct joint activities in the form of other forms of cooperation. Consider one of the most common.
Peasant economy
The Civil Code of the Russian Federation provides for such a form of conducting joint activities as a peasant (or farm) economy. Its main feature is that the property is jointly owned by the organization. Also, a farmer cannot be a member of more than one peasant economy simultaneously. The considered legal form of joint activity of citizens involves the creation legal entity. Members of the organization bear subsidiary liability for arising obligations.
Aspects of registration
Most of the types of organizational and legal forms of business we have considered require state registration as a legal entity. This procedure is carried out at the place of residence of the respective executive body authorities - the territorial department of the Federal Tax Service or other authorized agency, if for some reason the tax service is not present in the region of doing business.
The most important criterion for the implementation of state registration of a business is the availability of authorized (for LLC, JSC), cumulative (for partnerships) capital, as well as mutual funds (for cooperatives). These investments form the initial property of the organization.
As for the authorized capital for LLC and JSC, it consists of the value of the company's shares (or shares). This value may be nominal, that is, the actual net assets firms can be higher. Many entrepreneurs prefer to form the authorized capital within the minimum values established by law, for example, for an LLC it is 10 thousand rubles. Following this rule, firstly, reduces the initial financial burden on the founders, and secondly, it somewhat simplifies the procedure for evaluating deposits. The amount of authorized capital for Russian companies to be determined in the national currency of the Russian Federation - rubles. When doing business in the form of an LLC or JSC, it is the authorized capital that is the most important criterion in terms of payment guarantees determined by a possible creditor for the company.
Formation of the authorized capital
As a contribution to the authorized capital, which is required by such legal forms of enterprises as LLC and JSC, cash can be used cash, securities or natural property. Also, the elements of the original property of the company can be, for example, property rights that have financial assessment. As for the authorized capital in forms alternative to cash, its formation is approved at the meeting of the founders of the economic society.
Participants of an LLC or JSC must have time to contribute their part of the authorized capital within the period specified at the level of the memorandum of association, but no later than one year after the state registration of the company. In any case, the founder cannot be released from the obligation to contribute his part of the funds or property to the authorized capital of the organization being created.
It can be noted that the initial property in partnerships, unlike business companies, can be of any size. The legislation does not include provisions that would determine the minimum amount of relevant assets in such organizations. This is quite logical: this legal form of business assumes that participants bear personal obligations. Accordingly, any penalties may be levied not only at the expense of the contributed capital.
Types of organizational and legal forms of organizations are a classification of business entities in modern conditions. The main feature of this classification is the division of economic entities in accordance with the organizational and legal form of companies.
The types of organizational and legal forms of organizations are regulated by the Civil Code of the Russian Federation (CC RF), which introduced the concepts of "commercial organization" and "non-profit organization".
Types of organizational and legal forms of organizations
In accordance with the nature of the activities of enterprises, the types of organizational and legal forms of organizations include:
- commercial enterprises,
- Non-commercial enterprises,
- Organizations without forming a legal entity;
- state (municipal) organization;
- state (unitary) enterprise.
There are currently the following types organizational and legal forms of organizations that carry out commercial activities: a company, a partnership, a joint-stock company, unitary enterprises.
In addition, there is a category that includes production cooperatives. In the field non-profit organizations can be identified as a consumer cooperative, public organizations(movements, associations), fund ( non-profit partnership), partnerships (gardening, dacha, homeowners), association (union), non-profit companies of an autonomous type.
For enterprises that do not form a legal entity, the following types of organizational and legal forms of organizations may be provided: mutual investment funds, simple partnership, branch (representative office), individual entrepreneur, farm (peasant) economy.
Shape selection
The types of organizational and legal forms of organizations, in addition to the nature of the main activity, are also influenced by some other factors, among which may be organizational, technical, economic and social.
In accordance with organizational and technical factors, the types of organizational and legal forms of organizations are determined based on the number of founders, their characteristics, the area of commercial activity, the nature and novelty of the products produced. When taking into account the social and economic factor, the volume start-up capital and personal characteristics of the entrepreneur and his team.
Also, the types of organizational and legal forms of organizations may be limited by the current legislation. For example, commercial organizations with the status of a legal entity can only be created in the form of a partnership of any type, a company (open or closed, with limited liability).
Types of organizational and legal forms of commercial organizations
Types of organizational and legal forms of organizations of a commercial nature can also be classified into several types:
- A business partnership, divided into full and based on faith, the difference between which lies in the degree of responsibility of the participants (partners). In a full society, partners in obligations are liable with all their property, but in a society based on faith, they are liable in accordance with the amount of their contributions.
- Economic company (LLC), joint-stock company (JSC). The capital of an LLC includes the contributions of the participants and is divided into shares; in a JSC, the capital is divided into the corresponding number of shares.
- A production cooperative is a voluntary association of members (citizens), it is based on membership and share contributions, as well as on the personal labor of the participants.
- Business partnerships are very rare, almost never mentioned in Civil Code. Such enterprises are regulated by a separate law.
- Peasant farms are an association for the purpose of maintaining Agriculture based on the personal participation of citizens in business and their property contributions.
Examples of problem solving
EXAMPLE 1
| Exercise | Types of organizational and legal forms of organizations without forming a legal entity include: 1) Joint stock company, |
There is a question that sometimes confuses company owners. This is the organizational and legal form of the company. Although, in a good way, there is nothing complicated in the OPF.
What is OPF
The organizational and legal form (OPF), or as it is sometimes called, “the form of doing business”, is a way of owning and using property (for some, disposal) fixed by the legislation of the country, and, based on this, the purpose of creating and conducting activities.
Since legal entities can be divided into commercial and non-commercial, the purposes here may differ in:
- Making a profit - for commercial;
- Public interests, education, enlightenment, etc. - for non-commercial.
Commercial legal entities, in turn, are divided into:
- Business partnerships and companies - with the right to own, use and dispose of property;
- Unitary enterprises - with the right of economic management or operational management of property. They cannot manage it.
Let's take an example. The most common case of commercial legal. persons - LLC, or a limited liability company:
- Society - a type of commercial organization, namely a business entity.
- Limited liability - means that the company is liable for its obligations within the limits of its property and authorized capital. True, no one has canceled the subsidiary liability of its controlling persons.
Types of organizational and legal forms
Here it is easier to summarize everything in a table:
| Commercial organizations | |
| Partnerships | General partnerships |
| Faith partnerships | |
| Business companies | Limited liability companies |
| Non-public joint-stock companies | |
| Public Joint Stock Companies | |
| Unitary enterprises | Unitary enterprises based on the right of economic management |
| Unitary enterprises based on the right of operational management | |
| Other | Production cooperatives |
| Peasant (farm) households (since January 1, 2010) | |
| Business partnerships | |
| Non-Profit Organizations | |
| Consumer cooperatives | |
| Public associations | Public organizations |
| social movements | |
| Bodies of public initiative | |
| Political parties | |
| Funds | Charitable foundations |
| Public funds | |
| Institutions | Federal government agency |
| Federal State Autonomous Institution | |
| Federal state budgetary institution | |
| State corporations | |
| Non-Profit Partnerships | |
| Autonomous non-profit organizations | |
| Communities of Indigenous Peoples | |
| Cossack societies | |
| Associations of legal entities (associations and unions) | |
| Associations of peasant (farm) households | |
| Territorial public self-governments | |
| Associations of property owners | |
| Horticultural, horticultural or dacha non-profit partnerships | |
| Religious organizations | |
| Lawyer formations | Law Office |
| law office | |
| Law office | |
| law firm | |
| Law Firm | |
| Notary offices | State notary offices |
| Private notary offices | |
| Without formation of a legal entity | |
| Mutual funds | |
| Ordinary partnerships | |
| Individual entrepreneurs | |
PLAN
Legislative acts of the OPF.
OPF classification.
OPF features. Advantages and disadvantages.
Introduction. The essence of organizational and legal forms.
Organizational and legal forms of organizations (OPF):
The role of the choice of the BPF in the activities of the organization.
Bibliography.
Introduction
The organizational legal form of an organization is called the form of an economic entity, which fixes the method of fixing and using property by an economic entity and its legal status and goals of activity arising from this. Business entities include any legal entities, as well as organizations operating without forming a legal entity, and individual entrepreneurs.
The existence of an OPF gives the entrepreneur the opportunity to identify and consolidate:
entrepreneur status;
determine the organizational and legal unity of the company (the company's management bodies, the boundaries of their legal capacity);
and the mechanism of property liability, which in turn is a mechanism of control by the state and an instrument of influence.
Each country has its own organizational and legal forms of doing business, which have clear characteristics and strictly enforced requirements.
The need to create an OPF and the mandatory registration of individuals and legal entities is associated with the existence of a large number of informal and underground businesses: "underground production", entrepreneurship that does not meet standards, avoids paying taxes, piracy of the brand, etc.
The need to choose an OPF arises whenever:
creation of a new enterprise;
transforming an existing one.
The choice of OPF is a long-term solution and changing the form, as a rule, is associated with serious organizational costs, material and financial losses, loss of suppliers and customers. The reasons for changing the OPF can be: a change in legislation, or a change in the size and volume of production of the company.
Organizational and legal forms of organizations.
Legislative acts of the OPF.
There are the following legislative acts regulating the creation, requirements, liability, reorganization and liquidation of OPF: the Civil Code of the Russian Federation, the All-Russian Classification of Legal Forms, the Federal Laws "On Limited Liability Companies", "On Joint Stock Companies", etc.
Any enterprise as a legal entity in accordance with the Civil Code of the Russian Federation, regardless of the organizational and legal form, has the same rights as other enterprises. The differences lie in the rights of the founders (participants, shareholders) of such enterprises. It is this set of rights of the founder (participant, shareholder) of a legal entity that determines the choice of one or another organizational and legal form of the enterprise.
OPF classification.
The All-Russian OPF classifier identifies the following main classification groups:
legal entities that are commercial organizations;
legal entities that are non-profit organizations;
organizations without the rights of a legal entity;
individual entrepreneurs.
Based on the goals of entrepreneurial activity, business entities that are legal entities are divided into organizations that pursue profit as the main goal of their activities ( commercial organizations ) or do not have profit making as such a goal and do not distribute the profit received among the participants ( non-profit organizations ).
Legal entities that are commercial organizations can be created in the form of business partnerships and companies, production cooperatives, state and municipal unitary enterprises.
Legal entities that are non-profit organizations may be created in the form of consumer cooperatives, public or religious organizations, institutions, charitable and other foundations, as well as in other forms provided for by law (non-profit partnerships, autonomous non-profit organizations, branches of foreign non-profit non-governmental organizations, etc.). d.).
To business entities that are not legal entities, but have the right to carry out their activities without formation of a legal entity , include mutual investment funds, representative offices, branches and other separate subdivisions of legal entities, peasant (farm) enterprises (since January 1, 2010), as well as simple partnerships.
TO individual entrepreneurs include citizens who carry out their activities without forming a legal entity.
Figure 1. presents a diagram of the organizational and legal forms that exist today in Russian Federation.
Figure 1. Organizational and legal forms of the Russian Federation.
OPF features. Advantages and disadvantages.
Using the diagram shown in Figure 1, we will characterize the existing organizational and legal forms.
I . Commercial organizations - organizations whose main goal is to make a profit and distribute it among the participants. These include:
a) Business partnerships- To commercial organizations in which contributions to share capital divided into shares of the founders. A distinction is made between a general partnership and a partnership in faith.
General partnership ( Fri) - a partnership whose participants (general partners) on behalf of the partnership are engaged in entrepreneurial activities and are liable for its obligations not only with their contributions to the share capital of the PT, but also with their property.
Pros and cons: Participants of the PT must be highly qualified and enjoy mutual trust. If these requirements are met, management has a high efficiency and effectiveness. If participants do not meet these requirements, then there is a high probability of various kinds of negative consequences.
Faith Partnership (TNV) - a partnership in which, along with general partners, there is at least one participant of a different type - a contributor (limited partner), who does not participate in entrepreneurial activities and bears risk only within the limits of his contribution to the share capital of TNV.
Pros and cons: Management is efficient. General partners must be like-minded, enjoy the trust of investors, have high qualifications and a developed sense of responsibility. Otherwise, there is a high probability of various kinds of negative consequences.
b) Business companies -To commercial organizations in which contributions to the authorized capital are divided into shares of the founders. Exists:
Limited Liability Company (LLC) - economical society, whose participants are not liable for its obligations and bear the risk only within the limits of their contributions to the authorized capital. Provides one type of membership - member. It can be an individual or a legal entity (their possible number is from 1 to 50). Controls: general meeting participants, management. The number of votes by agreement of the participants is specified in the constituent documents (recommendation: in proportion to the share in the authorized capital). Participants bear the risk of losses within the value of their contributions to the authorized capital of the company. The profit allocated for dividends is distributed among the participants in proportion to their shares in the authorized capital. Upon withdrawal, the participant has the right: to receive a share in money, in kind, to transfer part of it or all of it to another person (participants in this have an advantage over third parties).
Pros and cons: If the number of participants exceeds 15-20, then the sense of ownership and efficiency of management are reduced. An LLC is preferable if the participants do not want to transfer all management rights to a narrow circle of people. The fact of material liability for obligations within the limits of the company's property reduces the interest for creditors.
Additional Liability Company (ALC) - a business company, the participants of which jointly and severally bear subsidiary (full) liability for its obligations with their property in the same multiple for all of the value of their contributions to the authorized capital.
Pros and cons: Responsibility for the obligations of the bankrupt participant is transferred to other participants. ODO is preferable if the participants are highly qualified and trust each other. The high responsibility of the participants contributes to the improvement of the quality of their activities, the growth of trust in them by other organizations.
Open Joint Stock Company (OJSC) - a business company, the authorized capital of which is divided into a certain number of shares, the owners of which can alienate their part without the consent of other shareholders. Shareholders bear risk only to the extent of the value of their shares. Governing bodies: general meeting of shareholders, supervisory board, board (management) headed by the chairman (director). The share of preferred (non-voting) shares must not exceed 25%. Dividend profit is distributed among shareholders in proportion to the number of shares they own.
Pros and cons: The number of shareholders is not limited. Preferred if it is necessary to make large capital investments (by attracting potential investors to the participants).
Closed Joint Stock Company (CJSC) - a joint-stock company, whose shares are distributed only among its founders or other predetermined circle of persons. Shareholders of a CJSC have a pre-emptive right to acquire shares sold by its other shareholders. Shareholders bear risk only to the extent of the value of their shares.
Pros and cons: This form is preferable if: participants do not want to entrust management to a narrow circle of qualified employees (or if there are none); Participants want to limit their composition to a predetermined circle of people.
v)Production cooperatives- d voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and association of property share contributions by its members (to the cooperative's share fund):
Agricultural artel (collective farm) (SPK) - a cooperative created for the production of agricultural products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (has the right to vote only in certain cases provided for by law).
Pros and cons: The number of participants is limited only by the lower limit - 5 people. If the number of participants exceeds 15-20, then the sense of ownership decreases. The SPC is preferable if participants do not want to entrust management to a narrow circle of skilled workers (or if there are none). Management is not efficient enough. Each participant, regardless of the size of the contribution, has 1 vote (the risk is not proportional to the contribution).
Fishing artel (collective farm) (RPK) - a cooperative established for the production of fish products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (the right to vote is vested only in certain cases provided for by law).
Cooperative farm (koopkhoz) (SKH) - a cooperative created by the heads of peasant farms and (or) citizens running personal subsidiary plots for joint activities in the production of agricultural products based on personal labor participation and the pooling of their property shares (land plots of peasant farms and private household plots remain in their ownership).
G) Unitary enterprises- An enterprise is recognized as a unitary enterprise that is not endowed with the right of ownership of the property assigned to it by the owner. Only state and municipal enterprises can be unitary:
State (state) enterprise (GKP) - unitary enterprise based on the right of operational management and created on the basis of property that is in federal (state) ownership. A state-owned enterprise is created by decision of the Government of the Russian Federation.
Pros and cons: The enterprise can receive assistance from the state. However, the management and other employees of the enterprise will not be sufficiently interested in efficient work. PCUs are generally unable to compete with private enterprises.
Municipal enterprise (MP)- a unitary enterprise based on the right of economic management and created on the basis of state or municipal property. Created by decision of the authorized government agency or local government.
Pros and cons: similar to GKP.
II . Non-Profit Organizations - organizations that do not pursue the goal of making a profit and do not distribute the profits received among the participants:
Consumer Cooperative (PC) - a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by combining property shares by its members. Provides 2 types of membership: member of the cooperative (with the right to vote); associate member (has the right to vote only in certain cases provided for by law).
Public and religious organizations - voluntary association of citizens on the basis of common interests to meet spiritual or other non-material needs. The right to carry out entrepreneurial activities only to achieve the goals of the organization. Participants do not retain ownership of the property transferred to the organization.
Funds - an organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The right to engage in entrepreneurial activities to achieve their goals (including through the creation of economic companies and participation in them).
Institutions - an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part.
III . Associations of legal entities - associations (unions) created by legal entities in order to coordinate business activities and protect their property interests. Association members retain their independence and the rights of a legal entity.
The role of the choice of the BPF in the activities of the organization.
When choosing the organizational and legal form of a future enterprise, it is necessary to take into account their features, so as not to later find out that in order to conduct any business transaction or solve a certain problem, it is necessary to re-register the company.
To select the OPF, the following aspects of the future enterprise should be taken into account:
Profit distribution;
Responsibility of founders (participants);
Taxation;
Accounting and reporting;
The minimum size of the property of the organization;
The possibility of participants to receive part of the property of the organization upon exit from it and upon its liquidation;
Type of management and number of enterprises.
Goals and activities, the possibility of making a profit;
Thus, the choice of legal form plays an important role not only in the process of registration of legal entities, but also in the further functioning of enterprises. The convenience of managing an organization, the security of investments, the confidentiality of information about the founders, and much more directly depend on the correct selection of the legal form. Organizational - legal forms enterprises (4)Abstract >> Economic theory
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What is an OPF? Each organization has its own OPF. Civil Code of the Russian Federation and others federal laws it is determined which OPF can have organizations (legal entities) in the Russian Federation. Haven't guessed yet? Then we answer what it is:
OPF is defined by law and enshrined in the charter of each company or non-profit organization, its legal form. The literal decoding of the abbreviation OPF is a legal term: legal form. You can read more about what the organizational and legal form means for an organization and what types of organizational and legal forms are for commercial and non-profit organizations in Russia, you can read below, in the paragraph Types of OPF.
Meanwhile, decoding OPF may have another meaning - economic, namely: main production assets. What's happened"main production assets"? In the science "Economics of the enterprise", OPF is means of labor involved in the production process for a long time and retaining their natural form.
The main production assets of the enterprise include: buildings, structures and structures, communication and power lines, machines, vehicles and equipment, tools, inventory, etc. (these are the main types of OPF, as the main production assets). Insofar as OPF in this context, this is an economic concept, and does not affect the main topic of our site - the state registration of non-profit organizations of various organizational and legal forms, those who are important to get more complete information on the topic of the main production assets of the enterprise, we dare to send to the information resource of economic topics. 🙂
verbatim decoding OPF contains no definition what is the legal form. Strange as it may seem, the main current Russian legislation with the Civil Code at the head does not contain it either! The only, rather vague and vague explanation of the concept of OPF is contained in the All-Russian Classifier of Legal Forms OK 028-2012. According to him, " organizational-legal form means method of securing (formation) and use of property by the organization and its legal status and the goals of entrepreneurial activity. "Well, now everything is clear, isn't it? 🙂
Let's try to give our own, more intelligible definition:
The organizational and legal form (OPF) is abbreviated letter abbreviation or full verbal designation of the type of organization, always located immediately before its own (individual) name, characterizing the commercial or non-commercial orientation of the organization (in some cases reflecting the main purpose of its activity), as well as characterizing the assignment of this organization to one of the regimes provided for by law fixing and use of property, activities and procedures for managing the organization.
Types of OPF
Here we will decipher the OPF of organizations in detail, while we will be guided by the same All-Russian OPF classifier.
The main types of OPF commercial enterprises and organizations:
IP - individual entrepreneur
LLC - limited liability company
ALC - additional liability company
OJSC - open joint stock company
CJSC - closed joint stock company
PC - production cooperative
KFH - peasant (farm) economy
SUE - state unitary enterprise
The main types of OPF of non-profit organizations (OPF of NPOs):
PC - consumer cooperative
NGO - public organization
OD - social movement
ANO is an autonomous non-profit organization
SNT - horticultural non-profit partnership
DNP - dacha non-profit partnership
Homeowners association - homeowners association
Of course, the whole range of organizational and legal forms is wider.
Here we have deciphered the OPF of the most common types. We hope that you liked this article and that you have learned all the information on the topic " decoding OPF". If you want to clarify how the abbreviation of organizational and legal forms that are not present in the above list is deciphered, or you need to find out the OPF code for the OKOPF of your organization, please look in the OPF classifier located at the following link:
All-Russian classifier of organizational and legal forms (OK 028-2012)
With regard to the process of state registration of an NPO or a commercial organization, the correct and accurate indication of the full and abbreviated name of the legal form (OPF) when preparing documents - necessary condition for its successful completion.
Sincerely,
staff of the Center for Registration of Non-Commercial Organizations of St. Petersburg and Leningrad Region
Classification of organizational and legal forms
Types of organizational and legal forms of organizations are a classification of business entities in modern conditions.
The main feature of this classification is the division of economic entities in accordance with the organizational and legal form of companies.
The types of organizational and legal forms of organizations are regulated by the Civil Code of the Russian Federation (CC RF), which introduced the concepts of "commercial organization" and "non-profit organization".
Types of organizational and legal forms of organizations
In accordance with the nature of the activities of enterprises, the types of organizational and legal forms of organizations include:
- commercial enterprises,
- Non-commercial enterprises,
- Organizations without forming a legal entity;
- state (municipal) organization;
- state (unitary) enterprise.
Currently, there are the following types of organizational and legal forms of organizations that carry out commercial activities: a company, a partnership, a joint-stock company, unitary enterprises.
In the field of non-profit organizations, one can single out a consumer cooperative, public organizations (movements, associations), a foundation (non-profit partnership), partnerships (gardening, summer cottage, homeowners), an association (union), autonomous non-profit companies.
For enterprises that do not form a legal entity, the following types of organizational and legal forms of organizations may be provided: mutual investment funds, simple partnership, branch (representative office), individual entrepreneur, farm (peasant) economy.
Shape selection
The types of organizational and legal forms of organizations, in addition to the nature of the main activity, are also influenced by some other factors, among which may be organizational, technical, economic and social.
In accordance with organizational and technical factors, the types of organizational and legal forms of organizations are determined based on the number of founders, their characteristics, the area of commercial activity, the nature and novelty of the products produced. When taking into account the social and economic factors, the amount of start-up capital and the personal characteristics of the entrepreneur and his team are taken into account.
Also, the types of organizational and legal forms of organizations may be limited by the current legislation. For example, commercial organizations with the status of a legal entity can only be created in the form of a partnership of any type, a company (open or closed, with limited liability).
Types of organizational and legal forms of commercial organizations
Types of organizational and legal forms of organizations of a commercial nature can also be classified into several types:
- A business partnership, divided into full and based on faith, the difference between which lies in the degree of responsibility of the participants (partners).
In a full society, partners in obligations are liable with all their property, but in a society based on faith, they are liable in accordance with the amount of their contributions.
- Economic company (LLC), joint-stock company (JSC). The capital of an LLC includes the contributions of the participants and is divided into shares; in a JSC, the capital is divided into the corresponding number of shares.
- A production cooperative is a voluntary association of members (citizens), it is based on membership and share contributions, as well as on the personal labor of the participants.
- Economic partnerships are very rare, almost never mentioned in the Civil Code. Such enterprises are regulated by a separate law.
- Peasant farms are an association for the purpose of farming, based on the personal participation of citizens in business and their property contributions.
Examples of problem solving
Organizational and legal forms of enterprises
The organizational and legal form of the enterprise fixes the property and the nature of its use, from which the legal status of the organization subsequently follows.
Thus, the organizational and legal forms of enterprises determine the legal status and nature of entrepreneurial activity.
In our country, there is a classifier of organizational and legal forms (OKOPF), according to which each form is assigned a digital code.
Classification and types of organizational and legal forms
Depending on the nature of the enterprise, OPF can be divided into:
- commercial organizations (enterprises);
- non-profit organizations;
- organizations without forming a legal entity;
- state and municipal organizations;
- state and unitary enterprises.
At present, there are four types of organizational and legal forms for enterprises conducting commercial activities:
- partnerships;
- society;
- joint-stock companies;
- unitary enterprises.
For non-profit organizations:
- consumer cooperatives;
- public associations, movements and organizations;
- foundations and non-profit partnerships;
- partnerships (gardening, country, homeowners);
- associations and unions;
- non-profit autonomous organizations.
For enterprises that do not form a legal entity, the following types of OPF are provided:
- Mutual investment funds - mutual investment funds;
- simple partnerships;
- branches, representative offices;
- individual entrepreneurship;
- farming (peasant) farms.
Criteria for choosing an organizational and legal form
In addition to the nature of the main activity of the enterprise, a number of other factors also influence the choice of organizational and legal form. Among the most significant are:
- organizational and technical;
- social and economic.
In the first case, the choice of form is carried out based on the number of founders and their characteristics, the scope of commercial activity, the nature and novelty of the product produced, in the second - the amount of start-up capital and personal characteristics both the entrepreneur and his team.
In addition, the choice of the form of the enterprise is limited by the current legislation. So, for example, commercial organizations that have the status of a legal entity have the opportunity to be created only in the form of a partnership of any type, a company (limited liability, open, closed type).
The scale of the enterprise is also important. So, for small enterprises of small, medium-sized businesses, it is optimal to make a choice in favor of joint-stock company closed type. In this case, the sale of shares is carried out only within a narrow circle of people, as a rule, the founders of the company. An open type of company implies the possibility of selling shares to a wide range of people. This type of legal form is beneficial for a large-scale enterprise with a wide branch network, for example, large banks in the country.
Also, when choosing a form of enterprise, the size of the authorized capital is also important. So for CJSC it is 100 units of the minimum wage, for OJSC - 1000 units of the minimum wage.
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