What is the organizational legal form of the institution. Organizational and legal forms of the enterprise (2) - Law

Legal entities, along with individuals, are full subjects of civil legal relations. Legislation provides certain order creation and activities of these entities. As a rule, in order to create a company, it is necessary to make an appropriate decision, a charter, register it, come up with a name, etc.

But despite the tedious and lengthy formal process of creating firms, they are the most popular way to bring individuals together and their contributions.

Individuals, when creating firms, primarily pursue certain goals. It is these goals that predetermine the organizational and legal form of companies.

Exists two main types of legal entities:

1. Commercial.
2. Non-commercial.

Why is such a classification necessary?

The foundation classification of legal entities — purpose of their activity. It is primarily necessary to determine the differences in their areas of activity.

In particular, commercial organizations can be characterized as legal entities whose purpose is considered to be acquisition of certain income. A non-profit organization is a legal entity whose purpose is not considered to be the acquisition of income, and the income received is not distributed among its participants.

It is on the basis of this classification that the legislation provides certain regulation and features of a particular type of legal entity. For example, a commercial company must have a corporate name. This requirement does not apply to a non-profit organization.

Or non-profit organizations can engage in entrepreneurial activities only in exceptional cases, and commercial, in turn, cannot carry out activities for non-commercial purposes (social, religious, etc.).

Legal form and characteristics of a commercial organization

As already mentioned, the main goal of such companies is considered to be receiving a certain income.

Business partnerships

These commercial organizations have a certain authorized capital, divided into shares.

Business partnerships, on the other hand, are complete or based on faith. And business companies are joint-stock and with limited liability.

Each of the above types of companies has its own characteristics.

The characteristic features of a full partnership is that the participants are fully responsible to creditors for its activities. Thus, due to the activities of the company, its members may lose their own property. It - the most risky type of organization.

But a more risky type of organizational and legal form is a partnership of faith. Here, in addition to the participants, there are also several investors who are not involved in the activities of the company, but at the same time bear all possible risks of losing their contribution due to the activities of the company.

It is precisely because of the high level of risk that the above organizational and legal forms not popular among the citizens. JSCs and LLCs are considered more popular. These two types of companies are very similar to each other.

LLC and JSC

OOO- a company in which each participant has a certain share and bears the risk of losing only this share. Thus, the participant does not bear any responsibility for the activities carried out by the company, and, accordingly, there is no risk of losing his property.

The same can be said about AO. Only in this case the participant is the owner of a certain number of shares. Joint stock companies are public and closed. In a closed joint-stock company, shares are distributed among its founders or among persons whose circle was previously determined, and public joint-stock companies have a public right to place shares.

Production cooperative

The following organizational and legal form - production cooperative- a voluntary association of individuals in order to achieve certain production or other goals. At the same time, the peculiarity of cooperatives is that they are based on the personal labor or other participation of citizens.

Peasant or farming

The new legal form is peasant (farm) economy. In this case, the company is created by citizens for the purpose of carrying out agricultural activities.

Municipal and state unitary enterprises

Special organizational and legal form - municipal and state unitary enterprises. They do not have ownership rights to the property attached to them.

Of course, everyone chooses the type of organization that best suits his needs and requirements, because civil law provides such an opportunity.

The main purpose of such organizations is not to generate income. People unite in non-profit organizations for the implementation of religious, legal, cultural goals, etc.

These legal entities can be created as cooperatives, public organizations or movements. Various associations and unions, religious organizations, associations of property owners, Cossack societies, communities of small peoples, public law companies, lawyers' chambers, foundations, institutions, etc. are also considered non-profit.

The main objectives of the activities of these organizations are provided for in their statutes. At the same time, the organization must strictly adhere to those goals and those areas of activity that were recorded in this document.

The main characteristic of such companies is that they can have unlimited number of participants. The more members a non-profit organization has, the stronger it is considered.

Moreover, each of the participants, in fact, can participate in the process of managing the company. In particular, all participants have the full right to participate and vote in the general meeting.

Of course, the charter of organizations provides for the full range of powers of the general meeting of participants, but, as a rule, it is quite wide and includes the main important issues regarding the management of the organization.

It is also necessary to take into account the fact that it is with the help of this organizational and legal form that citizens exercise their constitutional right to association.

Today, not only political parties that unite the political views of citizens are especially popular, but also non-profit organizations whose activities are aimed at protecting the rights and legitimate interests of citizens.

Activities without forming a legal entity

Entrepreneurial activity can also be carried out without forming a legal entity.

One of these methods is registration as an individual entrepreneur. IP is a full-fledged subject of civil legal relations. Any natural person who has reached the age of majority can act as an individual entrepreneur. To do this, it is enough to obtain state registration.

A feature of individual entrepreneurship is that the individual entrepreneur is liable with all his property. It - the only drawback, since if an individual entrepreneur has a debt, he may also lose the property that was acquired as an individual, i.e. at a time when the citizen was not engaged in entrepreneurship, and the property was acquired at the expense of his personal funds (salary, savings, etc.).

But an individual entrepreneur can freely engage in almost any business activity, this does not require a charter or any other document, as is necessary in the case of registration of a legal entity.

Another form of doing business without setting up a company is branches and representative offices. The branch performs all the functions of a legal entity, and the representative office - the representation and protection of the rights and legitimate interests of the company.

From the above, it can be concluded that the current legislation gives great opportunities conducting both entrepreneurial and commercial and non-commercial activities. Everyone has the opportunity to choose the organizational and legal form of carrying out activities that fully meets the requirements and capabilities.

The choice of form of ownership is discussed in this video.

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

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

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

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

Individual entrepreneur

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

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

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

Limited Liability Company

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

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

Joint stock companies

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

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

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 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:

The legal form (OPF) determines the regulation of emerging issues, the way the property is used and the purpose of doing business. In modern Russia, it is possible to create several types of OPF:

• legal entities - commercial organizations (LLC, OJSC, CJSC, partnerships, unitary enterprises, etc.);
• legal entities - non-profit organizations (political parties, social movements, consumer cooperatives, homeowners associations, foundations, etc.);
• business entities without forming a legal entity (IP, mutual funds, farms, etc.).

The most common organizational and legal forms are IP, LLC, CJSC and OJSC. You can find out more about them below.

Limited Liability Company

LLC is the most common organizational and legal form. Both one founder and a team of businessmen can open such an enterprise. The maximum number of participants is 50 people.

There are several advantages of an LLC:

• ease of opening(you do not need to issue shares and then register them with the FFMS. Due to this, expenses are reduced by at least 20 thousand rubles);
• fast(the period from the submission of documents to the opening of the company is 1 week);
• ease of doing business(you do not need to prepare a register of shareholders and submit reports to financial market control authorities).

Please note that information about the participants of the company is contained in the Unified State Register of Legal Entities and is available to third parties. It is also necessary to register any changes in the constituent documents.

Closed Joint Stock Company

A CJSC is a more complex organizational and legal form than an LLC. This is due to the need to maintain a register of shareholders and many additional reporting requirements.

The advantages of a JSC include:

• high privacy(information about participants is not entered in the Unified State Register of Legal Entities);
• ease of changing the list of shareholders(information about them is in the register maintained by the CJSC itself).

This OPF involves the registration of an issue of shares. A third-party registrar may be involved in the reporting.

Public corporation

OJSC is the most common organizational and legal form among large companies. Such companies can attract additional investments by issuing shares. The work of JSC has a large number of formalities. There are also strict legal reporting requirements.

The advantages of JSC include:

• open circulation of shares(there are no restrictions on their transfer to third parties);
• the possibility of placing securities(shares can be sold on Russian and foreign stock exchanges).

The obligation of open joint-stock companies is an annual audit by an independent audit organization. Annual reports and balance sheets should be published in mass media.

Individual entrepreneur

IP is not a legal entity. The procedure for registering this OPF is greatly simplified. The advantages of IP are:

• ease of registration(you only need an application to the IFTS);
• minimum liability(the amount of fines is significantly lower than for legal entities).

At the same time, an individual entrepreneur is responsible for the activities with all his own property, including an apartment and a car.

If you have not decided on the organizational and legal form, the company "DONATIV" will prompt a solution to this issue!

Classification of legal entities occurs according to several criteria. According to the purposes of activity, legal entities are divided into: commercial, pursuing profit as the main goal of their activities, and non-commercial, not having the main goal of making profit. If commercial organizations distribute profits among participants in economic companies, partnerships, production cooperatives, etc., then non-profit organizations have the right to carry out entrepreneurial activities, directing the profits received to achieve their statutory goals. This applies to educational, religious and other non-profit organizations created for the purposes reflected in the Charter.

Depending on the organizational and legal form, the founders (participants) have various property rights:

• organizations whose property the founders have the right of ownership or other real right: state and municipal unitary enterprises, as well as institutions;
• Organizations in respect of which their participants have rights of obligation: business partnerships and companies, cooperatives.
• · organizations in respect of which their members do not have property rights: public associations and religious organizations, foundations and associations of legal entities.

Business partnerships and companies can be classified according to what is more important for the participants: the combination of their personal efforts to achieve entrepreneurial goals (partnerships) or the pooling of capital (societies). Along with this, according to the degree of increase in the entrepreneurial risk of participants, business companies and partnerships can line up in the following chain: general partnership, limited partnership, additional liability company, limited liability company, joint-stock company.

Full partnership. A general partnership is a business partnership, the participants of which, in accordance with the founding agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for the obligations of the partnership with all their property (clause 1, article 69 of the Civil Code of the Russian Federation).

A limited partnership (limited partnership) differs from a full partnership, primarily in the composition of its participants. Here, along with general partners, there are one or more participants - contributors (limited partners), who bear the risk of losses associated with the activities of the partnership, within the amount of their contributions and do not, unlike general partners, participate in entrepreneurial activities on behalf of partnerships (clause 82 of the Civil Code of the Russian Federation). The term "limited" means - to entrust in storage, to store, which is directly consistent with the very essence of the existence of such an organizational and legal form of a legal entity as a limited partnership, more traditionally referred to in domestic civil law as a limited partnership.

Limited Liability Company. A legal entity whose authorized capital is divided into shares determined by the founding

documents of size, and whose participants bear the risk of losses associated with the activities of such a legal entity, only within the value of their contributions, is recognized as a limited liability company (clause 1, article 87 of the Civil Code of the Russian Federation).

Society with additional liability. The legal provisions relating to the legal status of a limited liability company apply to an additional liability company, with the exceptions provided for in Art. 95 of the Civil Code of the Russian Federation. First of all, it concerns the scope of responsibility of the company's participants. Participants in a company with additional liability jointly and severally bear subsidiary liability for the debts of the company with their own property in the same multiple for all of the value of their contributions.

Joint-stock company. A joint-stock company is a commercial organization whose authorized capital is divided into a certain number of equal shares, each of which corresponds to a share (a security that gives its owner - a shareholder - equal rights); participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses within the value of their shares.

It is allowed to create two types of joint-stock companies - open and closed.

The characteristic features of an open joint stock company are the following. Firstly, the company has the right to place its shares among an unlimited number of persons, i.e. conduct an open subscription to shares issued by him and carry out their free sale. Secondly, shareholders can dispose of their shares without coordinating the alienation with other shareholders and without any restrictions on the personification of buyers. This type of joint-stock company is characterized by the openness of certain information relating to the activities of the company (the obligation to annually publish the annual report, balance sheet, profit and loss accounts).

The difference between a closed joint-stock company and an open one lies, first of all, in the fact that its shares are distributed only among a predetermined circle of persons (most often, when a company is established, among its founders), i.e. a closed company is not entitled to conduct an open subscription for its shares. The number of participants in a closed society should not exceed fifty. Shareholders in a closed type of company have a pre-emptive right to purchase shares sold by other shareholders of the company.

Under certain conditions, an open joint stock company may be transformed into a closed joint stock company and vice versa.

Subsidiaries and dependent companies. In a well-functioning market economy, one of the forms of business organization is the creation of a kind of association of legal entities, in which one company exercises control over a whole network of other commercial firms, setting a goal and directing their activities. The result of such economic policy on the part of individual companies is the emergence of holding structures. From a formal point of view, the legal entities included in the holding act as independent participants in civil transactions, but in reality, every significant step of such entities is controlled and agreed with the parent company or, most often, they act on the direct instructions of such a company.

The following conclusion follows from the definition of the term “subsidiary” companies: only business companies can act as subsidiary (controlled) legal entities, and both companies and partnerships can act as controlling ones.

Production cooperatives. Production cooperatives are commercial organizations built on the basis of a voluntary association of citizens on the basis of membership. Members of the cooperative can be individuals who have reached the age of 14. The charter of a cooperative may provide that the members of the cooperative include legal entities. In this case, the legal entity as a member of the cooperative acts through its representative, whose powers are determined by the power of attorney issued by the legal entity.

In its legal essence, a production cooperative is an association of labor and capital, because all members of the cooperative are obliged not only to make a share contribution, but also to participate by their personal labor in the activities of the cooperative. If a member of the cooperative does not participate by his personal labor in its activities, he is obliged to make an additional share contribution, while the number of such members of the cooperative cannot exceed 25% of their total number.

The number of members of a cooperative cannot be less than five.

The distribution of profits among the members of the cooperative is carried out in accordance with their personal labor and other participation, as well as the size of the share contribution.

State and municipal unitary enterprises. The main distinguishing feature of unitary enterprises is that these legal entities do not become owners of the property assigned to them and do not have their own members (participants). By creating such a legal entity, its founder (public legal entity) transfers his own property to the enterprise, retaining ownership of it, and endowing the newly created entity with only a limited property right. From this follows the definition of the concept of a unitary enterprise.

A unitary enterprise is a legal entity - a commercial organization that has a limited real right to the property assigned to it by the owner, which is the indivisible property of the founder (clause 1 of article 113 of the Civil Code of the Russian Federation).

This category of commercial organizations is created and operates on the basis of state or municipal property, therefore the founders of such an organization are the state or municipality. The legislator gives such a subject of civil legal relations certain powers to the property transferred to him - the right of economic management or operational management (Chapter 19 of the Civil Code of the Russian Federation).

non-profit organizations. Legal entities - non-profit organizations have special legal capacity, the volume of which is determined by the very organizational and legal form and the purpose of creating a legal entity.

consumer cooperative. Relations in the field of creation and activities of consumer cooperatives, in addition to Art. 116 of the Civil Code of the Russian Federation, are regulated by the law of the Russian Federation “On consumer cooperation (consumer societies, their unions) in the Russian Federation No. 3085-1 of 19.06.92, the federal law “On agricultural cooperation” No. 193-FZ of 08.12.95, legal acts of subjects of the Russian Federation, issued before the entry into force of the Civil Code of the Russian Federation, and by-laws.

Consumer cooperatives on the basis of the purpose of creation can be divided into three groups: 1) consumer societies (purchasing, trading, etc.); 2) agricultural cooperatives; 3) specialized cooperatives (housing, dacha, garage, etc.).

A consumer cooperative is created and operates to meet the material and other needs of its members. A consumer cooperative has the right not only to carry out entrepreneurial activities, but also to distribute the income received from it among its members, which especially distinguishes it from other organizational and legal forms of non-profit organizations.

Members of a consumer cooperative may be citizens over the age of 14 and legal entities.

Public and religious organizations (associations). Public and religious organizations (associations) are recognized as voluntary associations of citizens united on the basis of their common interests to meet spiritual or other non-material needs (clause 1, article 117 of the Civil Code of the Russian Federation).

The subject of regulation of Art. 117 of the Civil Code are those associations that are created in the form of a public organization, a social movement and a body of public amateur performance.

Public organizations are established by at least three citizens, and religious organizations by at least ten.

Public and religious organizations have the right to carry out entrepreneurial activities only to achieve their statutory goals and corresponding to these goals, while the possibility of distributing income between the participants of the organization is excluded. Public organizations must publish annual reports on the use of their property or provide free access to such information.

Members of a public organization have equal rights in managing the affairs of the organization, i.e. each participant has one vote in making decisions on the activities. The highest body of a public organization is the congress (conference) or the general meeting of participants, which elects the executive bodies. The executive collegial body is the council, presidium, board, etc., the head of which is the executive sole body.

Funds. The Foundation is recognized as a non-profit 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 (clause 1 of article 118 of the Civil Code of the Russian Federation).

institutions. An institution is a non-profit organization financed by the owner and created by him to carry out managerial, socio-cultural or other functions of a non-profit nature (clause 1 of article 120 of the Civil Code of the Russian Federation).

The founding document of an institution is, as a rule, a charter adopted by the owner.

The institution is fully or partially financed by the owner by transferring funds, assigning other property to it on the basis of the right of operational management, which implies certain restrictions on the ownership and disposal of such property (Articles 296, 298 of the Civil Code of the Russian Federation). An institution is not entitled to alienate or otherwise dispose of property assigned to it or acquired at the expense of funds allocated by the owner.

The charter may provide that the institution has the right to engage in income-generating activities.

Associations and unions. An association (union) is an association of legal entities - commercial organizations created for the purpose of coordinating their business activities, representing and protecting common property interests. Non-profit organizations also have the right to form associations (unions), such an association (union) is a non-profit organization.

Simultaneous participation in the association of commercial and non-commercial organizations is not allowed.