Foundations are commercial and non-profit. Types of commercial legal entities

The main criterion by which the classification of legal entities in Russian legislation is established in Art. 50 of the Civil Code, which considers commercial and non-profit organizations.

Both groups are full participants in civil circulation. However, there are significant differences between them, which determine the special legal status of each.

Concept and main features of commercial organizations

The law does not contain the concept of a commercial organization, which is close to the scientific one, but its main features are formulated in Art. 48, 49 of the Civil Code, as well as in parts 1 and 2 of Art. 50 GK.

Signs of commercial organizations:

The main goals of the activities of such legal entities are to make a profit. This means that the organization's charter must contain a corresponding provision. Officials may pay attention to its presence or absence during registration. Its absence serves as grounds for refusal.
Commercial organizations, as a rule, have general legal capacity. This means that such legal entities have legal grounds to engage in any type of non-prohibited activity. The exception is municipal and state unitary enterprises. They can carry out actions within the framework of the purposes for which they are created. Legislation regulating the position of market participants in various sectors of the economy may also establish restrictions. Examples can be found in the financial sector. Organizations performing the functions of banks or insurance companies cannot engage in other activities.
Mandatory state registration. Only after this does the legal entity become a participant in civil transactions.

The concept of a commercial organization

Characteristics of commercial organizations based on their main characteristics make it possible to formulate the concept of a given legal entity.

A commercial organization should be understood as a legal entity whose main goal is to make a profit, capable, as a rule, of carrying out any activity not prohibited by legal norms.

Concept and main features of non-profit organizations

The above articles of the Civil Code contain characteristics of commercial and non-profit organizations. This classification makes it possible to distinguish the latter according to a number of characteristics.

The main distinguishing feature is the purpose of establishing non-profit organizations. Such a structure performs functions other than those of a commercial legal entity and they are not related to making a profit. The goals can be humanitarian, social, political and other aspirations.
Non-profit organizations have limited legal capacity. It is determined by the purposes of creation. At the same time, entrepreneurial functions that meet this requirement are also possible.
Another sign is the inability to distribute profits among the founders. If available, it serves as an additional financial basis for achieving the goals for which such an organization was created.
Special organizational and legal forms. As in the case of commercial legal entities, there is a closed list that defines the types of these organizations.
To start activities, state registration is required. In some cases, it is much more complex and involves a greater number of necessary actions. An example is the registration of political parties carried out by the Ministry of Justice.

Non-profit organization concept

The provisions of the law characterizing these legal entities allow us to derive the most complete concept.

Non-profit organizations should be understood as duly registered legal entities of certain organizational and legal forms, the goals of which are to achieve results in the social, humanitarian, political and other spheres not related to profit-making, capable of performing functions within the specified framework and not distributing received financial resources between the founders.

How to distinguish a commercial organization from a non-profit?

This classification of legal entities can be carried out according to their main characteristics.

The characteristics of for-profit and non-profit organizations provide a clear picture of how one differs from the other.

Differences can be found in the text of the constituent document. Comparing their initial sections will help establish the goals for creating organizations. The difference will be the presence or absence of profit as the main one.

However, not every citizen has access to documents from organizations. In this case, types of organizational and legal forms will help. It is by their name that an organization can be classified as commercial or non-profit.

Forms of commercial organizations

The list of types of commercial organizations is given in Part 2 of Art. 50 GK. These include:

Economic societies. This is the most common form. Among them there are joint stock companies, including public and non-public (PJSC and CJSC, respectively) and limited liability companies.
Production cooperatives. Their peak occurred during the perestroika years. However, today this is a rare type of commercial organization.
Economic partnerships are even less common than production cooperatives.
Business partnerships.
Municipal and state unitary enterprises.
Peasant (farm) farms.

Forms of non-profit organizations

The legislation provides a large number of forms of such legal entities (Part 3 of Article 50 of the Civil Code). Therefore, it is easier to act by elimination.

Non-profit organizations should include all legal entities that are not commercial. In practice, such forms as political parties, foundations, public organizations, consumer cooperatives, homeowners associations, bar associations and formations are often encountered.

Depending on differences in legislative regulation related to forms of ownership, as well as the characteristics of the organization, legal entities are divided as follows. First of all, legal entities are divided into commercial and non-profit organizations.

Commercial organizations are organizations that pursue the extraction of profit as the main goal of their activities and have the right to distribute this profit at their own discretion among participants.

Non-profit organizations do not have a primary goal of making a profit; their main task is to achieve the statutory goals. However, they do not have the right to distribute the profit received among participants at their own discretion. Commercial organizations are created in the form of business partnerships, business societies, production cooperatives, state and municipal enterprises.

Non-profit organizations are created in the form of consumer cooperatives, public and religious organizations and associations, institutions and all kinds of funds.

Non-profit organizations can engage in entrepreneurial activity only if it corresponds to the statutory goals and contributes to their achievement.

Commercial and non-profit organizations, jointly or separately, can form associations and unions.

Forms of commercial organizations

Economic partnership

First, let us characterize the main forms of commercial organizations. A business partnership is a commercial organization with a common (so-called share) capital divided into shares of participants. Property that is created through the contributions of participants, as well as produced and acquired by the partnership in the course of its activities, belongs to it by right of ownership.

Business partnerships are created in the form of general partnerships and limited partnerships.

A general partnership is one in which the participants (they are called “full partners”), in accordance with the agreement concluded between them, engage in entrepreneurial (commercial) activities on behalf of the partnership and are liable for its obligations with all the property belonging to them. Profits and losses are distributed among general partners, as a rule, in proportion to their shares in the joint capital. Agreements to exclude any of the participants from participating in profits or losses are not allowed. For the obligations of the partnership, the participants bear joint liability.

A limited partnership, or limited partnership, is one in which, along with general partners conducting business activities on behalf of the partnership and liable for its obligations, there is one or more participants who have made contributions, but are not liable for the obligations of the partnership with their property and are not participating in his business activities. These special participants (called limited partners) bear the risk of losses associated with the activities of the partnership only to the extent of their contributions. As for general partners, they act and bear responsibility according to the rules for general partnerships.

Participants in general partnerships and general partners in limited partnerships can be both individual entrepreneurs and commercial organizations, while investors in limited partnerships can be individuals and legal entities.

An individual or legal entity can be a participant in only one general partnership, as well as a general partner in a limited partnership.

Economical society

A business company is a commercial organization with a total (so-called authorized) capital divided into the contributions of the founders. Property that is created through the contributions of participants, as well as produced and acquired by the company in the course of its activities, belongs to it by right of ownership.

Business companies are created in the form of joint-stock companies, limited liability companies and additional liability companies. A joint stock company is one whose authorized capital is divided into a certain number of shares.

A share is a security that gives the right to receive a certain share of profit (dividend).

Participants in a joint stock company (shareholders) are not liable for its obligations and bear the risk of losses from the company's activities only to the extent of the value of their shares.

The founders of a joint stock company enter into a written agreement between themselves (the so-called constituent agreement), which determines the procedure for creating the company, the size of its authorized capital, the shares of participants, the nature and value of the shares.

Joint-stock companies are divided into open (OJSC) and closed (CJSC). Open companies are those in which participants can freely, without the consent of other shareholders, sell their shares. An open company conducts an open subscription for the shares it issues and puts them on free sale.

Closed companies are those in which shares are distributed only among its founders or another predetermined narrow circle of persons. Participants in a closed company have a preemptive right to purchase shares sold by other members of the company. The number of participants in a closed society should not exceed fifty people.

A limited liability company is one whose authorized capital is divided into shares determined by the constituent documents. Having contributed his share, a company participant receives the right to receive a certain part of the profit. The participants of the company are not liable for its obligations and bear the risk of losses from the company’s activities within the limits of their contributions. The number of participants in a limited liability company should not exceed fifty people.

An additional liability company operates according to the same general rules as a limited liability company. The difference is that the participants of this company are jointly and severally liable for its obligations with their property in the same multiple of the value of their contributions. This means, in particular, that in the event of bankruptcy of one of the participants, its liability is distributed among the remaining participants in proportion to their contributions.

Limited companies and additional liability companies do not issue shares. Participants in companies of all forms can be both individuals and legal entities.

State bodies and local government bodies do not have the right to be participants in business companies and investors in limited partnerships. Contributions to the property of business partnerships and business entities are money, securities, things, property or other rights that have a monetary value.

Participants of business partnerships and business entities have the right:

– participate in the management of a partnership or company, having, when making decisions, a number of votes proportional to its share in the share capital or the number of shares or shares in the authorized capital; – take part in the distribution of profits; – in the event of liquidation of the organization, receive your share of the property remaining after settlements with creditors; – receive all information about the state of affairs in the organization and get acquainted with its accounting and other documents.

Participants in business partnerships and business entities are obliged to:

make due deposits on time and in accordance with the established procedure;
do not disclose confidential commercial and other information.

From all of the above it follows that the main difference between business partnerships and business companies is due to the fact that, in essence, partnerships are associations of persons, and companies are associations of capital.

The association of persons into a partnership presupposes their personal participation in its affairs and, above all, in its business activities. To do this, the participant must be registered as a commercial organization or individual entrepreneur. Hence the requirement to be a member of only one partnership, and also the fact that the partnership does not have the right to include non-profit organizations or citizens not engaged in entrepreneurial activities.

As for business companies, the association of capital in them does not provide for (although it does not prohibit) the personal participation of founders, participants, and shareholders in the commercial entrepreneurial activities of the organization. Hence, simultaneous participation in several societies, and not only entrepreneurs, is possible.

The most important difference between partnerships and companies is that participants in partnerships (except for limited partnerships) bear full, unlimited liability for their obligations and debts with all their property. In companies, participants are not liable for debts, but only bear the risk of losses within the limits of their contributions (the only exception is companies with additional liability).

It is worth noting that the inability to answer with the same property for the debts of several organizations is another explanation for the fact that the law prohibits the participation of one person in several partnerships.

Production cooperative

A production cooperative (or artel) is a voluntary association of individuals and legal entities on the basis of membership for joint production or other economic activities, involving personal labor and other participation.

Members of a production cooperative make share contributions established by the charter, which, together with the earned property, constitute the property of the cooperative. A certain part of this property is formed by indivisible funds. A member of a cooperative can leave it at will at any time. At the same time, he can receive the share due to his share from the part of the cooperative property remaining after the allocation of indivisible funds from it. Members of a production cooperative bear certain personal liability for its obligations, as provided for by law and the charter of the cooperative. The cooperative's profits are distributed among its members, usually in accordance with their labor contributions. The number of members of the cooperative must be at least five. This is the minimum from which the artel can work fruitfully.

Unlike business partnerships and business societies, a cooperative unites citizens who participate in its activities through personal labor. At the same time, the size of the share contribution does not affect the number of votes assigned to its owner when making management decisions and the share of profit received by him: each member of the cooperative has one vote, and profit is distributed among the members of the cooperative in accordance with their labor contribution.

Unitary enterprise

Commercial organizations - state and municipal enterprises are created in the form of so-called unitary enterprises.

A unitary enterprise is an organization that is not endowed by the owner with the right to the property transferred by him to the enterprise. The property of a unitary enterprise is indivisible. It cannot be divided into deposits, shares or units (including between employees of the enterprise). State or municipal property transferred to a unitary enterprise may belong to this enterprise on the right of economic management or on the right of operational management, which have already been discussed. The owner of the property of a unitary enterprise based on the right of economic management (the state) is not liable for the obligations of this enterprise, and the unitary enterprise is not liable for the obligations of the owner. A unitary enterprise based on the right of economic management is liable for its obligations with all its property. Unitary state enterprises based on the right of operational management, created on the basis of federal property, are called state-owned enterprises. These are enterprises of the defense complex, communications enterprises, enterprises that print money, etc. The right of operational management, more than the right of economic management, limits the independence of the enterprise and its commercial capabilities. But the state is responsible for its obligations.

Non-profit organizations

Despite the fact that for non-profit organizations making a profit is not the main goal of their activity, they are not prohibited from having a profit, that is, from engaging in commerce. True, the ability to dispose of the profit received is limited by the statutory goals of the enterprise.

Consumer cooperative

A consumer cooperative is a non-profit organization that is a voluntary association of individuals and legal entities on the basis of membership in order to satisfy their material and non-material needs.

Members of a consumer cooperative make share contributions established by the charter, which, together with the earned property, constitute the property of the cooperative. Members of the cooperative are also required to make additional contributions if necessary to cover losses incurred by the cooperative. Within the limits of the unpaid portion of additional contributions, members of the cooperative bear joint liability. The income of a consumer cooperative from business activities is distributed in accordance with its charter among the members of the cooperative.

Public and religious organizations

Public and religious organizations are voluntary associations of citizens based on common interests to satisfy spiritual or other non-material needs. Being non-profit organizations, they can engage in business only if it corresponds to the statutory goals and is aimed at achieving them.

Members of public and religious organizations do not retain rights to the property and membership fees transferred by them to these organizations. Members of public and religious organizations are not liable for the obligations of these organizations, and they, in turn, are not liable for the obligations of their members.

Funds

Foundations are non-membership non-profit organizations created to achieve cultural, educational, social, charitable or other public benefit purposes. Funds are established by individuals and legal entities on the basis of voluntary property contributions. Property transferred to the foundation by its founders becomes the property of the foundation. This property can only be used for statutory purposes. The Foundation can engage in business only if it complies with the statutory goals and is aimed at achieving them. Entrepreneurial activity involves the creation of business entities or participation in them. The founders of the fund are not liable for its obligations, and the fund is not liable for the obligations of its founders. When a foundation is liquidated, its property is used for statutory purposes.

Institutions

Institutions are organizations created by owners to solve socio-cultural, managerial or other non-profit problems. Examples of such organizations are institutions of education and enlightenment, social protection, culture and sports, as well as state and municipal government bodies.

Institutions are partially or fully financed by the owner. The owner assigns property to institutions with the right of operational management.

Institutions are liable for their obligations with the funds at their disposal. If these funds are insufficient, the deficit is covered by the owner.

Associations of legal entities

Associations of legal entities are voluntary associations and unions of commercial or non-profit organizations. Such associations are non-profit organizations.

Associations of commercial organizations are created by agreement between participants to coordinate their business activities, as well as protect and represent common property interests. The association of non-profit organizations represents unions and associations of public organizations and institutions.

Members of an association of legal entities retain their full independence and rights as a legal entity. The association of legal entities becomes the owner of the property and membership fees transferred to it by the founders. This property may be used by the association only for its statutory purposes. The property of the association is transferred for the same purposes upon its liquidation.

An association of legal entities is not liable for the obligations of its members. Members of the association bear responsibility for its obligations as determined by the organization’s charter.

Members of associations have the right to use their services free of charge. In the economic sense, the concept of an organization - a legal entity in some cases corresponds to the concept of an enterprise. As already mentioned, an enterprise is a property complex used for business activities. Any professional entrepreneurial commercial activity can be carried out on the basis of an enterprise - production, credit and financial, trading, intermediary, insurance, etc. Depending on the form of ownership of the founders, enterprises can be private, state, or municipal.

Enterprises can be created by both legal entities and individuals. In the latter case, they usually talk about an individual private enterprise (IPE).

The law provides for the right of citizens to engage in entrepreneurial activities without forming a legal entity, as so-called individual entrepreneurs. As a rule, the legislation for commercial organizations applies to individual entrepreneurs.

The rights, duties, obligations, composition and division of power between the founders (participants) are determined by the legal form of the enterprise. Two main forms can be distinguished - business partnerships and business societies. At the same time, a partnership is an association of persons, and a company is an association of capital.

1) social and religious- voluntary associations of citizens based on their common interests to satisfy spiritual and other non-material needs. Public and religious organizations have the right to carry out business activities only to achieve the goals for which they were created;

2) funds- non-profit organizations that do not have membership. Funds are created on the basis of voluntary and property contributions from legal entities or citizens. They pursue socially beneficial goals. Foundations are allowed to create business companies or participate in them;

3) non-profit partnerships- organizations based on the membership of citizens and legal entities that create them. The goal is to satisfy the material and other needs of the partnership participants. When leaving a non-profit partnership, its members receive part of the property or its value that they transferred when joining. Membership fees are non-refundable. Example: Society of the Blind;

4) institutions- non-profit organizations created by the owner (state or municipal structures) to carry out managerial, socio-cultural and other functions. The institution is responsible for its obligations with the funds at its disposal. Institutions are fully or partially financed by the owner. The property of the institution is assigned to it with the right of operational management. Example: universities, public schools;

5) autonomous non-profit organizations- organizations created by citizens or legal entities on the basis of voluntary contributions. The goal is to provide services in the field of health, science, education, sports, etc. Autonomous non-profit organizations do not have membership. The property transferred to these organizations by the founders is their property. Example: private schools, notary offices, private clinics;

6) associations of legal entities- associations and unions that are created for:

a) coordination of business activities of commercial organizations;

b) protection of general property interests of commercial organizations;

c) coordination of protection of interests.

Members of associations and unions retain their independence and the right of a legal entity. Examples: Association of Russian Banks, Round Table of Russian Entrepreneurs.

All non-profit organizations are divided into state and non-state, but state non-profit organizations predominate.

The main differences between non-profit organizations and commercial organizations:

1) profit is not the goal of the activity;

2) non-profit organizations should not pay dividends and enrich their founders;

3) non-profit organizations are much more open to public control.

An important area of activity of non-profit organizations is charity.

According to the law, a commercial organization is usually called a legal entity that seeks to make a profit in the course of its activities. The forms of commercial organizations can be very different, and, nevertheless, the essence of their existence will not change.

A commercial organization is an independent economic unit that can produce goods and services for consumption by society, and of course, to make a profit from its activities. Each form of commercial organization complies with the norms established at the legislative level.

Basic concept and essence of a commercial enterprise

Depending on their goals, it is customary to distinguish between commercial and non-profit organizations. Some, in the process of activity, strive to obtain a high income, others provide services of a non-commercial, that is, non-profitable nature.

Those organizations that are classified as commercial are created solely to generate income. Moreover, the activities of such organizations are directly related to the sale of goods and services. Supply of material resources, as well as trade and intermediary activities. According to current legislation, there may be several types of organizations, differing in characteristics. Not every one of these can be considered commercial. It is necessary to highlight the main criteria according to which an organization can be considered commercial:

The main goal is profit

The pursuit of the goal is to make a profit that fully covers expenses.
Created in accordance with established legal norms.
Upon receipt of profit, it distributes it in accordance with the owners' shares in the authorized capital.
They have their own property.
They can be held accountable for their obligations.
They exercise their rights and responsibilities independently, act in court, etc.

The main goals pursued by business entities conducting commercial activities include:

Release of products or services that can compete in the market. At the same time, what is produced is constantly and systematically updated, has demand and production capacity for production.
Rational use of resources. This goal is due to the fact that it affects the final cost of the product or service produced. Thus, due to a rational approach to use, the cost of products does not increase while maintaining high quality indicators.
Business organizations systematically develop strategies and tactics that are adjusted depending on market behavior.
Has all the conditions to ensure the qualifications of his subordinates, including increased wages and the creation of a favorable climate in the team.
Conducts pricing policy in such a way that it corresponds as much as possible to the market, and also performs a number of other functions.

Finance of commercial organizations

As part of the creation of enterprise funds, finances are created and formed, which are based on the enterprise’s own resources, as well as attracting funds from outside, that is, investments. As a rule, the finances of each organization are closely related to cash flow.
It is generally accepted that the economic independence of each commercial enterprise is impossible without the implementation of the same type of characteristics in the field of finance. Thus, regardless of other entities, each business entity determines its expenses and sources of financing in accordance with current legislation.

It is important to note that finance has two important functions for an enterprise, namely:

Distribution.
Test.

Under the distribution function, the initial capital is executed and formed, which is based on the contributions of the founders. Capital is formed depending on the volume of their investment, and accordingly determines the rights of each of them in order to ultimately distribute legally received income, as well as the possibility and procedure for using such funds. Thus, at the enterprise, it turns out to influence the production process and the interests of each of the subjects of civil turnover.

The control function is designed to take into account the costs of production and the sale of manufactured goods or products, in accordance with their value and the costs of the product. Thus, it is possible to form and predict a fund of funds, including a reserve fund.

The finances of the enterprise must be under control, which is implemented through:

Analysis at the enterprise itself, regarding its indicators for the execution of the budget and plan, the schedule for fulfilling obligations, etc.
Control can be exercised directly by regulatory government bodies regarding the timely and complete calculation of tax obligations, as well as the correctness of their accrual.
Other companies hired to perform the supervisory function. These could be various consulting companies.

Thus, by monitoring financial indicators, it is possible to identify the real result of business activities, make a decision regarding the appropriateness of the chosen direction of activity, the quality of its conduct, as well as its continuation.

Otherwise, without proper control, any of the business entities may become bankrupt, having no idea in which of the articles it had a “hole”

Modern classification of activities

Today, commercial organizations are usually classified as follows:

Corporations.
State and municipal enterprises.

It is important to note that the first group is corporations, these are those commercial enterprises that are managed by the founders, as well as members of higher bodies who have corporate rights. At the same time, a large group of corporations may include business societies and partnerships, production cooperatives, as well as farms.

The second group includes organizations that do not have ownership rights to property transferred by the owner. Thus, they cannot acquire corporate rights to it. Such enterprises are created under the supervision of the state.

At the same time, the legislation defines the following forms of organizational and legal form:

Full partnership. This form is characterized by the fact that it has a company charter, which is based on the contributions of the co-founders. Profit or loss borne by the partners of the general partnership is divided proportionally.
Limited partnership.
Farming.
Economic society.
A company with additional responsibility. With this form of management, participants bear subsidiary liability for obligations, that is, each participant is responsible for obligations in accordance with their investment.
Limited Liability Company. This is an institution that has one or more persons at its head. It has constituent documents, but the number of its co-founders is limited to fifty.
Unitary enterprise. This enterprise does not have property that would be assigned to it, because such enterprises are most often state-owned.
Trading company or foreign company.
Multinational enterprise.
Joint-stock company. This form of business is determined by the authorized capital, which is divided depending on the participants. Each of them is not responsible for the obligations that arise in the course of activity. Profit is distributed in proportion to shares.
Non-public joint stock company. Limited Liability Company.
Production cooperative.

Difference between for-profit and non-profit organizations

In terms of business form, commercial and non-profit organizations differ. In particular, one of the most important differences is making a profit. Thus, a non-profit organization does not set itself such a goal, unlike a commercial one.

Item no.	commercial organization	Non-profit organization
1. Purpose.	Sets a goal to make a profit from its activities.	Does not set a goal to make a profit.
2. Direction of activity.	The founders strive to create benefit for themselves by receiving money from their activities.	It is based on the provision and formation of the most comfortable and favorable conditions for all participants in society, due to which the maximum social benefit is achieved.
3. Profit.	It is distributed among the participants of the organization and is used for the development of the company.	Absent.
4. Goods and services.	Manufacture and provide goods and services.	Provide social benefits to all segments of the population
5. State.	They have hired staff.	In addition to paid staff, volunteers and volunteers may participate.
6. Registration.	The tax office registers commercial enterprises.	Registration is possible only by a judicial authority.