Organizational and legal forms are brief. Characteristics of the organizational and legal forms of enterprises. Types of commercial organizations

Topic 1. Entrepreneurship and business entities

Exercise 1.

Concept Definition
1. entrepreneurial activity (Answer - a) a) an independent, carried out at one's own risk and peril, activities aimed at systematic profit from the use of property, the production and sale of goods, the performance of work or the provision of services by persons registered in this capacity in the manner prescribed by law
2. legal entity (Answer - and) b) an independent economic entity created for the production and sale of products, performance of work and / or provision of services in order to meet the needs of society and make a profit. This is a property complex created for the implementation economic activity
3.Individual entrepreneur (Answer - e) c) trade, industrial, transport, insurance and other associations of entrepreneurs, individual shareholders for production, trade and other activities that generate profit (dividends)
4.enterprise (Answer - b) d) a set of people, groups united to achieve a goal, solve any problems based on the principles of division of labor, responsibilities and a hierarchical structure
5.organization (Answer - d) e) a capable natural person (citizen) registered in established order and carrying out its activities without forming a legal entity
6.firm (Answer - h) g) a legal entity or individual carrying out business (economic) operations on its own behalf
7.economic entity (Answer - g) h) an economically and legally independent business entity, property, social and organizational separate participant in economic activity, which has a name, as well as a well-known and generally recognized distinction
8.company (Answer - in) i) an organization that owns, economic management or operational management of separate property and is responsible for its obligations with this property can acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and defendant in court

Task 2. Give brief description organizational and legal forms according to the criteria given in the table.

Characteristics of organizational and legal forms

OPF Signs
Composition and number of participants The amount and procedure for the formation of the authorized (share) capital Governing bodies and decision-making procedure Distribution of profits and responsibility of the founders for the obligations of the organization
1. full partnership Individual entrepreneurs and commercial organizations. Number of at least 2 participants The minimum and maximum sizes of the contributed capital are not limited The management of the activities of a full partnership is carried out by the general agreement of all participants. The profits and losses of the total are distributed among its participants in proportion to their shares in the pooled capital
2. limited partnership (on faith) Full comrades and limited partners. Number of at least 2 participants. Investors can be citizens, legal entities, institutions (unless otherwise provided by law). PT (1) The management of a limited partnership is carried out by general partners. The supreme governing body is a meeting of general partners General partners are liable with all their property KT is not responsible for the property obligations of investors
3.Society with limited liability One or more physical / legal entities... But no more than 50 participants. The authorized capital is made up of the nominal value of the shares of its participants and determines the minimum size of its property that guarantees the interests of its creditors the current (operational) management in the company (as opposed to partnerships) is transferred to the executive body, which is appointed by the founders either from among themselves or from among other persons. Strategic management through general meetings of participants. members of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares in the authorized capital of the company. Profit is distributed among the participants in accordance with their shares in the authorized capital.
4.Society with additional responsibility LLC (3) LLC (3) LLC (3) the participants of such a society jointly bear subsidiary liability for its obligations with their property in the same multiple for all to the value of their contributions, determined constituent documents society.
5.closed joint stock company Several individuals / legal entities - shareholders. No more than 50 participants The authorized capital of the company is made up of the par value of the company's shares acquired by the shareholders. from 100 minimum wages (4,611 rubles = 1 minimum wages from 1.6.11) according to other sources, min - 10,000 rubles. The management of the company's current activities is carried out by the sole executive body of the company (for example General manager) or the sole executive body of the company and the collegial executive body of the company (for example, the director and the directorate or the board). The executive bodies of the company are accountable to the general meeting of members of the company and the board of directors (supervisory board) of the company. The company is responsible for its obligations with all property belonging to it. The company is not responsible for the obligations of its shareholders. The Company is entitled to pay dividends on outstanding shares once a year. The company is obliged to pay the declared dividends on shares of each category (type).
6. open joint stock company Several individuals / legal entities - shareholders. More than 50 participants CJSC (5) from 1000 minimum wages on other sources min - 100,000 rubles. CJSC (5) CJSC (5)
7.production cooperative Several individuals / legal entities - participants Number of at least 5 participants The minimum and maximum size of a mutual fund is not established by law. Chairman, board. The highest decision-making body is the meeting of members. The members of the cooperative bear subsidiary responsibility for its obligations in the manner prescribed by its Charter. The profit of the cooperative is distributed among its members in accordance with their personal labor and (or) other participation, the size of the share contribution.
8. unitary enterprises State or municipal disposing of the right of economic ownership. State - not less than 5000 minimum wages, municipal - not less than 1000 minimum wages executive body is sole body- director (general director). He is appointed and dismissed from office by the owner or by a person authorized by the owner. The profit is obtained for the benefit of the owner of the State or the municipality. The owner of the property of a unitary enterprise (in the absence of subsidized liability) based on the law economic management, is not responsible for the obligations of the enterprise

Task 3. Five investors (A, B, C, D, E) are about to start a firm. Their contributions to the authorized capital will amount to: 200 thousand rubles. (A), 350 thousand rubles. (B), 400 thousand rubles. (C), as well as 30,000 rubles. (for D and E). For the company being incorporated, investors choose between a limited liability company and an open joint stock company. The three main investors (A, B and C) have certain requirements for the chosen legal form, which are shown in the table. Investors D and E are essentially indifferent to the choice of legal form. What form of enterprise should be chosen if the decision is made by a majority vote, determined by the contribution of each investor to the capital of the firm? (Answer - OOO)

Requirements for the firm's OPF OPF Investor Assessment of the Significance of Claims
OJSC OOO A V WITH
1. Shares in an enterprise must be easily transferable to others
2. It should be possible to attract additional financial resources on the stock exchange 14,5
3. The administrative staff should be as small as possible 17,5 17,5
4. The cost of registering a company should be minimal 15,5
5. Where possible, the firm should not publish its financial statements 14,5
6. The firm must be able to issue bonds
The sum of the significance scores 47,5

Task 4. Establish the correct correspondence of concepts and definitions:

Concept Definition
1.financial-industrial group (4) contractual amalgamation commercial organizations created to coordinate their entrepreneurial activity, representation and protection of their common property interests.
2. holding (7) a cartel-type association that provides for a special procedure for the distribution of profits, which first enter the "common pot" and then are distributed among the participants in a predetermined proportion
3.business group (1) the unification of independent enterprises connected through a system of participation, patent and license agreements, financing, close production cooperation
4.association (3) a set of independent business entities - permanent partners, the coordination of actions of which goes beyond the framework of individual contracts
5.cartel (8) a business association of industrial and commercial enterprises, banks, insurance and investment companies, scientific institutions in order to conduct joint coordinated activities
6.syndicate (6) a kind of cartel agreement, which involves the sale of products of its participants through a single sales body, created in the form of JSC or LLC
7.pool (2) an amalgamation of enterprises, the controlling interest of which is concentrated in the hands of the parent company.
8. concern (5) the association, as a rule, of enterprises of the same industry, which implies joint commercial activities, that is, the regulation of sales using established quotas, commodity prices, and terms of sale.

Task 5. Closed Joint Stock Company "Leader" was created by five founders, of which two are legal entities, three are individuals.

Part authorized capital the following property was entered:

Calculate:

  • the size of the authorized capital; (20 million rubles)
  • share of each founder in the authorized capital of CJSC (1-25%, 2-10%, 3-40%, 4-10%, 5-15%)
  • share of preferred shares, if their owners in this organization are only individuals ( if the distribution of shares was carried out in accordance with the shares in the authorized capital, then the Answer is 25%)
  • the number of shares held by each shareholder; ( 1 - 5 million shares, 2 - 2 million shares, 3 - 8 million shares, 4 - 2 million shares, 5 - 3 million shares)
  • total number and par value of shares ( Total - 20 million shares, par value - 1 ruble)

Which of the founders actually owns the controlling stake? ( Third shareholder. Since he owns 40% of the common stock.)

Determine the amount of dividends per ordinary and one preferred share if the dividend income is equal to 30% of net profit, and the dividend rate on preferred shares is 15% (Dividend income = 1.08 million rubles, for preferred shares - 0.75 million rubles). rubles (15% of the nominal value), then dividends per ordinary share - (0.33 / 15) = 2.2 kopecks, per preferred share = 15 kopecks)

Following the results of the first year of activity, the following changes took place in the property of Leader CJSC: the securities were sold at a price of 1.2 million rubles, and the cost industrial premises as a result of revaluation increased to 6 million rubles. The company's annual net profit amounted to 3.6 million rubles. General meeting shareholders decided to use the increase in property value and 50% of net profit to increase the authorized capital without changing the number of shares. Calculate the new share capital and par value of the share. ( Authorized capital - 22.8 million rubles, par value of shares - 1.14 rubles)

A company, the authorized capital of which is divided into a certain number of shares. JSC participants (shareholders) are not liable for its obligations and bear the risk of losses associated with the company's activities, within the value of their shares. A share is a security testifying to the contribution of its owner to the authorized capital joint stock company, and the shares can be in the form of forms or entries on accounts. Distinguish between ordinary and preferred shares, as well as registered and bearer shares. An ordinary share gives the same rights as a share, except for the right of return. A preference share gives its owner preemptive rights: - the preemptive right to receive dividends in the amount of at least a fixed, fixed percentage of the par value of a share, regardless of the results of the company's economic activities; - the primary right to participate in the division of the property of the joint-stock company during its liquidation. However, holders of preferred shares, as a rule, do not have the right to participate in the management of the company. The aggregate income of the shareholder consists of dividends and income from the sale of shares. Dividend - income from shares, periodically paid to their owners from the profit remaining at the disposal of the joint-stock company after sending part of it to the development of production, to the reserve fund and other necessary needs. The income from the sale of shares is equal to the sale price minus the purchase price. The authorized capital of a JSC must be 100% formed at the time of submission of documents for state registration. The property of the joint-stock company belongs to him by right of ownership. A company, the authorized capital of which is divided into a certain number of shares, and its participant can alienate the shares belonging to it without the consent of other shareholders to an unlimited number of persons. The constituent document is the charter. The size of the authorized capital of JSC with the entry into force of February 1, 2009 of the Regulation on state registration of business entities, approved by Decree of the President of the Republic of Belarus dated January 16, 2009 No. 1, is 400 base units. its participant may alienate the shares belonging to it with the consent of other shareholders and / or a limited number of persons. The constituent document is the charter. The minimum size of the authorized capital of a CJSC with the entry into force on 01.02.2009 of the Regulation on the state registration of business entities, approved by the Decree of the President of the Republic of Belarus from 16.01.2009 No. 1, is 100 base units. An additional requirement for a CJSC is the registration of shares in the Securities Department of the Ministry of Finance of the Republic of Belarus, which, in addition to time costs, also involves the payment of a state fee for registration of shares A company established by two or more persons (but no more than 50 people), the authorized capital of which is divided into shares of the sizes determined by the constituent documents. The members of the LLC are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions. The authorized capital of an LLC must be 100% formed at the time of submission of documents for state registration. The property of the LLC belongs to him by right of ownership. Constituent document - articles of association and articles of association. If the economic insolvency (bankruptcy) of an LLC is caused by participants or other persons, including the head of the LLC, who have the right to give instructions binding on the debtor or who have the ability to determine his actions in another way, then subsidiary liability for the obligations of the latter is imposed on such persons in case of insufficient property of the LLC. A company founded by two or more persons, the statutory fund of which is divided into shares of the sizes determined by the constituent documents. Participants of the ALC jointly bear subsidiary (additional) liability for the obligations of the ALC within the limits determined by its constituent documents, but not less than in an amount equivalent to 50 base units. In the event of bankruptcy of one of the participants, its liability for obligations is distributed among the other participants in proportion to their contributions. Constituent document - articles of association and articles of association.

Business partnerships and companies

When considering the main organizational and legal forms of enterprises (business), we will take into account the fact that the total number of organizational and legal forms of enterprises in the Republic of Belarus includes such organizational and legal forms as foundations, institutions, associations and unions. Such organizations (public associations) are also organizational and legal forms, however, their activities are not aimed at making a profit (income), therefore the above structures are not organizational and legal forms of doing business.

Business partnerships and companies are commercial organizations with a charter capital (capital) divided into shares (contributions) of their founders (participants). The property of a business partnership or company belongs to him on the basis of the right of ownership (clause 1, article 63 of the Civil Code). Founders (participants) of business partnerships and companies shall lose ownership of the property transferred to the partnership or company as their contribution.

Business partnerships can be created in the form of a full partnership and a limited partnership (limited partnership) (clause 2 of article 63 of the Civil Code), and business companies - in the form of a limited liability company, an additional liability company or a joint stock (open and closed) company ( clause 3 of article 63 of the Civil Code).

A business partnership is an association of persons. All general partners of a general partnership and general partners of a limited partnership, in addition to property contributions, directly personally participate in the affairs of the partnership. Since the partnership is an entrepreneurial (commercial) organization, its participants (general partners) must be either individual entrepreneurs or commercial organizations with the right of a legal entity for each of them. At the same time, general partners cannot be members of several partnerships. Only contributors participating in a limited partnership with only a property contribution may be participants in several partnerships at the same time.

Any property not withdrawn from circulation, including money, securities, other things or property rights or other alienated rights that have a monetary value (clause 6 of article 63 of the Civil Code), can be a contribution to the authorized capital of a business partnership or company. The ability to assess the property contribution to the authorized capital in money is its main feature. A contribution to the authorized capital can be securities (shares, bonds, bills of exchange, double warehouse certificate, each of its two parts - warehouse certificate and pledge certificate, etc.).

Joint-stock company

A joint stock company is a commercial organization, "the authorized capital of which is divided into a certain number of shares. Participants of the joint stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of their shares" (part 1 of clause . 1 article 96 of the Civil Code). However, shareholders who have not paid for the shares in full are jointly and severally liable for the obligations of the joint-stock company within the unpaid part of the value of the shares they own.

The firm name of a joint stock company must contain an indication that it is a joint stock company and its type.

According to the methods of issue and transfer of shares in the secondary securities market, joint stock companies are divided into two types: open and closed.

An open joint-stock company is a company whose member has the right to alienate its shares without the consent of other shareholders to an unlimited number of persons. Such a joint-stock company has the right to conduct an open subscription to the shares issued by it and their free sale under the conditions established by law, and is obliged to publish an annual report, balance sheet, profit and loss account annually for general information (clause 1 of article 97 of the Civil Code).

A closed joint-stock company is a company, a member of which can alienate its shares in the company with the consent of other shareholders and (or) a limited number of persons. Such a company does not have the right to conduct an open subscription to the shares issued by it or otherwise offer them for purchase to an unlimited number of persons (clause 2 of article 97 of the Civil Code).

Shareholders of a closed joint stock company enjoy the pre-emptive right to purchase shares sold by other shareholders of this company.

The number of participants in a closed joint stock company must not exceed the number established by law. Otherwise, it is subject to transformation into an open joint stock company within one year. After this period, the closed joint-stock company is subject to liquidation in court, if the number of shareholders does not decrease to the limit established by law (clause 3 of article 97 of the Civil Code).

The only constituent document of a joint-stock company is its charter, approved by the founders (clause 3 of article 98 of the Civil Code). The authorized capital of a joint stock company is made up of the par value of shares acquired by its shareholders. Its size cannot be less than the size stipulated by law (clause 1 of article 99 of the Civil Code).

By decision of the general meeting of shareholders, the joint-stock company has the right to both increase and decrease the authorized capital, respectively, by increasing or decreasing the par value of shares as a result of the issue of additional shares or the purchase of a part of shares in order to reduce their total number. The joint-stock company has the right to place two types of shares: common and preferred.

The placement of additionally issued shares of an open joint stock company is carried out in the manner prescribed by the legislation on securities. The management of a joint-stock company is carried out by its bodies, formed in accordance with the legislation on companies.

The supreme governing body of a joint-stock company is the general meeting of its participants (shareholders). It can consider any issue of the activities of the society. The law defines only issues that are within the exclusive competence of the general meeting of shareholders. Clause 1 of Art. 103 of the Civil Code contains only the main ones, namely:

Changing the charter of the company, including changing the size of its authorized fund;

Election of members of the board of directors (supervisory board) and the audit commission (auditor) of the company and early termination of their powers;

Formation of the executive bodies of the company and early termination of their powers, if the charter of the company does not refer the resolution of these issues to the competence of the board of directors (supervisory board);

Approval of annual reports, balance sheets, profit and loss accounts of the company and distribution of its profits and losses;

The decision to reorganize or liquidate the company.

The current management of the company's activities is carried out by the executive body of the joint-stock company. The executive body is accountable to the board of directors (supervisory board) and the general meeting of shareholders. He has the right to resolve all issues that are not attributed to the exclusive competence of other governing bodies of the company by legislation or the charter of the company.

The control body of a joint-stock company is the auditing commission (auditor) of the company elected by the general meeting of shareholders. She exercises control over the financial and economic activities of the company, the board (directorate) of the director and officials of the company.

A joint stock company can be reorganized or liquidated by decision of the general meeting of shareholders. It can be transformed into a limited liability company, an additional liability company or a production cooperative, as well as into a unitary enterprise, in the case when only one participant remains in the company.

Production cooperative

The concept of a production cooperative is contained in paragraph 1 of Art. 107 of the Civil Code: "A production cooperative (artel) is a commercial organization whose members are required to make a property share contribution, take personal labor participation in its activities and bear subsidiary liability for the obligations of a production cooperative in equal shares, unless otherwise specified in the charter, within the limits, established by the charter, not less than the amount of the received annual income in the production cooperative ".

In this definition, the terms "production cooperative" and "artel" are used synonymously. When creating a cooperative, its founders themselves determine which of them they should include in the corporate name of the cooperative (clause 2 of article 107 of the Civil Code).

The legal status of production cooperatives, the rights and obligations of their members are determined in accordance with the legislation on production cooperatives. The relevant legislative acts are yet to be issued.

Unlike business companies, production cooperatives are commercial organizations formed on the basis of membership to conduct joint production or other economic activities, whose members are obliged to participate in this activity by their personal labor, to combine property shares and bear additional responsibility for the obligations of this organization.

The number of members of a production cooperative must not be less than three. Moreover, unlike general partners, it is not required that a member of a production cooperative be registered as an individual entrepreneur.

The only constituent document of a production cooperative is the charter, approved by the general meeting of its members. The need for a charter (and not a constituent agreement, which is the only constituent document of a full or limited partnership) is explained by the fact that the ties of the members of the cooperative among themselves are carried out through the cooperative, and not directly.

The members of the cooperative have only rights of obligation to the cooperative regarding their shares (clause 2 of article 44 of the Civil Code). A member of the cooperative can exercise these rights under certain conditions established by the charter of the cooperative, for example, in the event of retirement from the cooperative. The members of the cooperative themselves in the charter of the cooperative determine the method of determining the shares (by labor participation, equally, etc.).

A member of the cooperative may be expelled from the cooperative by decision of the general meeting in case of non-performance or improper performance duties assigned to him by the charter of the cooperative, as well as in other cases stipulated by the legislation on production cooperatives and the charter of the cooperative. The expelled member of the cooperative has the right to receive the value of the share and other payments in the same manner as when voluntarily leaving the cooperative.

The system of governing bodies of a production cooperative includes the supreme governing body of the cooperative (it is the general meeting of its members), the supervisory board (the Civil Code does not contain the rules for its formation) and executive bodies, which are the board and (or) its chairman. The general meeting is the supreme governing body of the cooperative. It can solve any issues related to the activities of the cooperative. The exclusive competence of the general meeting includes: changing the charter; the formation of the supervisory board and the termination of the powers of its members, as well as the formation and termination of the powers of the executive bodies of the cooperative, if this right has not been transferred to its supervisory board according to the charter of the cooperative; admission and exclusion of members of the cooperative; approval of annual reports and balance sheets of the cooperative and the distribution of its profits and losses; decision to reorganize and liquidate the cooperative. The board of the cooperative and its chairman or only the chairman are the executive bodies of the production cooperative.

The board of the cooperative makes decisions on the activities of the cooperative, which are not attributed to the exclusive competence of the general meeting and the supervisory board. Unlike the reorganization of a production cooperative, its liquidation is allowed both by decision of the general meeting and without it.

Unitary enterprise

A unitary enterprise is a commercial organization that is not endowed with the ownership right to the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed according to contributions (shares, shares), including among the employees of the enterprise (part 1 of paragraph 1 of article 113 of the Civil Code). Depending on who owns the property assigned by the owner to the unitary enterprise, state (republican or communal) and private unitary enterprises are distinguished.

A unitary enterprise based on the right of economic management may establish a subsidiary unitary enterprise, the property of which is owned by the owner of the property of the parent enterprise.

A subsidiary enterprise is established with the consent of the owner of the property. It is also a unitary enterprise based on the right of economic management. A unitary enterprise that has established a subsidiary shall enjoy in relations with a subsidiary the same rights that an owner enjoys in relations with a unitary enterprise that has established a subsidiary.

Both unitary enterprises with the right of economic management and state-owned enterprises carry out commercial activities on the basis of property that is owned by others. This is how they differ from legal entities that are the owners of the property under their jurisdiction. This also determines their features.

The firm name of a unitary enterprise must contain an indication of the owner of its property.

The only constituent document of a unitary enterprise is the charter. The corporate name of a state-owned enterprise must indicate that the enterprise is a state-owned enterprise.

The size of the authorized capital of a unitary enterprise is determined by its founder. But if a unitary enterprise is based on the right of economic management, the size of the established fund cannot be less than the amount determined by the legislation on unitary enterprises.

The authorized capital of a unitary enterprise is a guarantee for creditors in the fulfillment of its obligations by the enterprise. Therefore, if at the end of the financial year the value of the net assets of a unitary enterprise based on the right of economic management turns out to be less than the authorized capital, the founder of the enterprise is obliged to reduce the authorized capital in accordance with the established procedure and notify his creditors in writing. In such cases, the creditor of the enterprise has the right to demand the termination or early performance of the obligation, the debtor of which is the enterprise, and compensation for losses (clause 6 of article 114 of the Civil Code).

The body of a unitary enterprise is a manager appointed by the owner of the property or a body authorized by the owner and accountable to him. The head of a state-owned enterprise manages the enterprise solely.

A unitary enterprise can be reorganized and liquidated in the manner prescribed by law.

A unitary enterprise is subject to reorganization or liquidation if the ownership of its property, as a result of the division of property jointly owned by spouses or members of a peasant (farm) economy, is transferred by inheritance, succession or in other ways that do not contradict the law to two or more persons ... Unitary enterprises can be reorganized and liquidated according to the general rules on the reorganization and liquidation of legal entities.

Limited partnership (limited partnership)

A limited partnership (limited partnership) is a "partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for the obligations of the partnership with all their property (general partners), there are one or more participants (investors, limited partners) who carry the risk of losses associated with the activities of the partnership, within the amount of their contributions and do not take part in the partnership's entrepreneurial activities "(clause 1 of article 81 of the Civil Code).

In a limited partnership, as it follows from its definition, there are two categories of participants. One of them is full comrades. Some carry out entrepreneurial activities on behalf of the partnership and are responsible for the obligations of the partnership with all their property, others do not take part in the implementation of such activities by the partnership and bear the risk of losses associated with the activities of the partnership, within the limits of their contributions.

The position of general partners participating in a limited partnership and their responsibility for the obligations of the partnership is no different from their position and responsibility in a full partnership.

The rules on a general partnership apply to a limited partnership, if this does not contradict the legislation on a limited partnership.

The firm name of a limited partnership must contain either the names (name) of all general partners and the words "limited partnership", or the name (name) of at least one full partnership with the addition of the words "and company" and the words "limited partnership".

The only constituent document of a limited partnership is the memorandum of association. It is signed by all general comrades.

The memorandum of association of a limited partnership must contain all the conditions that must be contained in the memorandum of association of a general partnership, plus a condition on the total amount of contributions made by contributors.

The management of the activities of a limited partnership is carried out only by general partners in the same manner as in a full partnership. Investors are not entitled to participate in managing the affairs of a limited partnership, but they can act on its behalf by power of attorney.

The authorized capital of a limited partnership is formed according to the same rules as the authorized capital of a full partnership. Making a contribution is certified by a certificate of participation issued to the investor by the partnership.

A limited partnership investor has a number of rights:

1) receive a part of the partnership's profit corresponding to its share in the statutory fund, in the manner provided for in the memorandum of association;

2) get acquainted with the annual reports and balance sheets of the partnership;

3) at the end of the financial year, leave the partnership and receive your contribution in the manner prescribed by the memorandum of association;

4) transfer his share in the statutory fund or part of it to another investor or third party. In case of transfer of a share (part thereof) to a third party, other investors shall enjoy the pre-emptive right to purchase the transferred share (part thereof).

Limited liability company

"A limited liability company is a company founded by two or more persons, the authorized capital of which is divided into shares of the size determined by the constituent documents. The participants of a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions. "(clause 1 of article 86 of the Civil Code).

It follows from this definition of a limited liability company that, firstly, two or more persons can be participants in the company, and secondly, they are not liable for the company's obligations with their property, but bear the risk of losses associated with the company's activities, within the value contributions made. The same members of the company who have not made a full contribution are liable for the obligations of the company, and jointly and severally, within the value of the unpaid part of the contribution of each of the participants.

The constituent documents of a limited liability company consist of a memorandum of association signed by its founders and a charter approved by them. In addition to the information provided for the constituent documents of any legal entity, they must contain conditions on the size of the authorized fund of the company, on the size of the shares of each of the participants; on the size, composition, timing and procedure for making contributions by them, on liability for violation of obligations to make contributions; on the composition and competence of the company's management bodies and the procedure for making decisions, including on issues on which a decision is taken unanimously and by a qualified majority of votes, as well as other information provided for by the legislation on limited liability companies.

The statutory fund of limited liability companies is set at 1600 euros. State registration of a limited liability company is not allowed if at the time of its implementation the authorized capital has been contributed less than half. The authorized capital of a limited liability company consists of shares in the authorized capital of its participants.

The statutory fund determines the minimum size of the company's property, which guarantees the interests of the latter's creditors.

An increase or decrease in the authorized fund is made by decision of the general meeting of participants, while its decrease is made with the consent of the company's creditors.

Additional liability company

"An additional liability company is a company established by two or more persons, the authorized capital of which is divided into shares of the size determined by the constituent documents; the participants of such a company jointly bear subsidiary liability for its obligations with their property within the limits determined by the constituent documents of the company.

The separation of a company with additional liability into a separate organizational and legal form of commercial legal entities is explained by the peculiarities of the liability of the participants of such a company for its debts. Such responsibility occurs only if the property of the company itself is insufficient to pay off its debts (i.e., it is subsidiary).

All members of the company are liable in the same multiple for all to the value of their contributions, determined by the constituent documents of the company. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions.

The firm name of a company with additional responsibility must contain the name of the company and the words "with additional responsibility". To register a company, its participants, along with the constituent documents, submit documents confirming their ability to provide additional responsibility.

Taking into account the above peculiarities, the rules of law governing the creation and operation of a limited liability company are applied to an additional liability company.

The concept of an enterprise, its signs

An enterprise is an independent economic entity created (established) in accordance with the current legislation to manufacture products, perform works or provide services in order to meet social needs and make a profit.

After state registration, the enterprise is recognized as a legal entity and can participate in economic turnover. It has the following features:

the enterprise must have separate property in its ownership, economic management or operational management;

the enterprise is responsible with its property for obligations that arise in its relationship with creditors, including to the budget;

the enterprise acts in economic circulation on its own behalf and has the right to conclude all types of civil law contracts with legal and individuals;

the enterprise has the right to be a plaintiff and a defendant in court;

the company must have an independent balance sheet and timely submit the reports established by the state authorities;

the enterprise must have its own name, containing an indication of its organizational and legal form. Enterprises can be classified according to many criteria:

by appointment finished products enterprises are divided into producing means of production and producing consumer goods;

on the basis of technological commonality, an enterprise with continuous and discrete production processes is distinguished;

based on the size of the enterprise, they are divided into large, medium and small;

by specialization and scale of production of the same type of products, enterprises are divided into specialized, diversified and combined.

according to the types of production process, enterprises are divided into enterprises with a single type of production, serial, mass, experimental.

on the basis of activity distinguish between industrial enterprises, trade, transport and others.

by forms of ownership, private enterprises, collective, state, municipal and joint ventures (enterprises with foreign investment).

The organizational and legal form is a form of organization of entrepreneurial activity, enshrined in a legal way. It defines the responsibility for obligations, the right to transactions on behalf of the enterprise, the management structure and other features of the economic activities of enterprises. The system of organizational and legal forms used in Russia is reflected in the Civil Code of the Russian Federation, as well as in the resulting regulations... It includes two forms of entrepreneurship without forming a legal entity, seven types of commercial organizations and seven types of non-profit organizations.

Let us consider in more detail the organizational and legal forms of legal entities that are commercial organizations. A legal entity is an organization that owns, economically and operatively manages separate property, is liable for its obligations with this property and can, on its own behalf, acquire and exercise property rights and bear obligations.

Commercial organizations are organizations that pursue profit as the main goal of their activities.

A business partnership is an association of persons directly involved in the activities of the partnership, with the joint capital divided into the shares of the founders. The founders of a partnership may be members of only one partnership.

A partnership is recognized as a full partnership, the participants of which (general partners) are engaged in entrepreneurial activities on behalf of the partnership. In the event of a lack of property of the partnership to pay off its debts, creditors have the right to demand satisfaction of claims from the personal property of any of its participants. Therefore, the activities of the partnership are based on personal and trusting relationships of all participants, the loss of which entails the termination of the partnership. The profits and losses of the partnership are distributed among its participants in proportion to their shares in the contributed capital.

A limited partnership (limited partnership) is a type of full partnership, an intermediate form between a general partnership and a limited liability company. It consists of two categories of participants:

General partners carry out entrepreneurial activities on behalf of the partnership and bear full and joint responsibility for the obligations with all property belonging to them;

Investors make contributions to the property of the partnership and bear the risk of losses associated with the activities of the partnership within the amount of contributions to the property.

An economic society, in contrast to a partnership, is an association of capital. The founders are not required to directly participate in the affairs of the company, the members of the company can simultaneously participate in property contributions in several companies.

Limited Liability Company (LLC) - an organization created by agreement by legal entities and citizens by combining their contributions in order to carry out economic activities. Compulsory personal participation of members in the affairs of the LLC is not required. The participants of the LLC are not liable for its obligations and bear the risk of losses associated with the activities of the LLC within the value of their contributions. The number of LLC participants should not be more than 50.

An additional liability company (ALC) is a type of LLC, therefore, all general LLC rules apply to it. The peculiarity of the ALC is that if the property of this company is insufficient to satisfy the claims of its creditors, the members of the company can be held liable, and in solidarity with each other.

Joint-stock company (JSC) - a commercial organization, the authorized capital of which is divided into a certain number of shares; JSC participants are not liable for its obligations and bear the risk of losses associated with the company's activities, within the value of the shares they own. Open Joint Stock Company (OJSC) - a company whose members can alienate their shares without the consent of other members of the company. Such a company has the right to conduct an open subscription to the shares issued by it in the cases established by the Charter. Closed Joint Stock Company (CJSC) - a company whose shares are distributed only among its founders or other specific circle of persons. CJSC is not entitled to conduct an open subscription to its shares or otherwise offer them to an unlimited number of persons.

A production cooperative (artel) (PC) is a voluntary association of citizens for joint activities based on their personal labor or other participation and the consolidation of property shares by its members. The profit of the cooperative is distributed among its members in accordance with their labor participation, unless a different procedure is provided for by the charter of the PC.

A unitary enterprise is a commercial organization not endowed with ownership of the property assigned to it. The property is indivisible and cannot be distributed by contributions (shares, shares), including among the employees of the enterprise. It is, respectively, in state or municipal ownership and is assigned to a unitary enterprise only on a limited property right (economic management or operational management).

A unitary enterprise on the basis of the right of economic management is an enterprise that is created by a decision of a state body or a local self-government body. The property transferred to the unitary enterprise is credited to its balance sheet, and the owner does not have possession and use rights in relation to this property.

A unitary enterprise on the basis of operational management is a federal state-owned enterprise, which is created by a decision of the Government of the Russian Federation on the basis of federal property. State-owned enterprises are not entitled to dispose of movable and immovable property without special permission from the owner. Russian Federation bears responsibility for the obligations of the state enterprise.

Send your good work in the knowledge base is simple. Use the form below

Students, graduate students, young scientists who use the knowledge base in their studies and work will be very grateful to you.

Posted on http://www.allbest.ru/

Introduction

Chapter 1. Organizational and legal forms of organization

Chapter 2. Analysis of the balance sheet of the enterprise OJSC "Magnit"

2.1 general characteristics enterprises of OJSC "Magnit"

Introduction

Theme term paper"Organizational and legal forms of enterprises and their characteristics." The topic of the course work is relevant since the modern economy of the Russian Federation is based on a variety of forms of ownership and involves the functioning of enterprises of various organizational and legal forms. Business entities (organizations , enterprises, households).

Coursework objectives:

Consider the concept and essence of organizational and legal forms of an enterprise;

Evaluation of the effectiveness of organizational and legal forms of enterprises;

Analyze the balance sheet on the example of the company OJSC "Magnit".

The course work consists of an introduction, two main sections, a conclusion and a list of used literature.

The introduction determines the relevance, research objectives, builds the structure of the course work.

The first chapter includes the concept and basic characteristics of the enterprise. This chapter also discusses the role and structure of the enterprise, the organizational and legal forms of enterprises.

In the second chapter, the organizational and legal characteristics are considered on the example of the enterprise OJSC "Magnit", as well as the analysis of the balance sheet of the enterprise.

Chapter 1. Organizational and legal form of organization

legal commercial balance

1.1 The concept, signs and principles of the organization of the enterprise

Enterprises can be created in different organizational and legal forms, which is regulated by the Civil Code of the Russian Federation.

Organizational and legal form is a legally fixed form of ownership, a way of forming the capital of an enterprise, distributing results and responsibility for its activities.

When deciding on the choice of organizational and legal form, the entrepreneur determines the required level and scope of possible rights and obligations, which depends on the profile and content of future activities, the possible range of partners, existing legislation in the country.

The legal form of an enterprise is a set of legal and economic norms that determine the nature, conditions and methods of forming legal and economic relations between employees and the owner of the enterprise, between the enterprise and other business entities external to it and public authorities. These legal regulations internal and external relations, the order of organization and activities of enterprises are regulated.

The presence of organizational and legal forms of management, as shown by world practice, is the most important prerequisite for the effective functioning of a market economy in any state, including Russia.

An enterprise is an independent economic entity with the rights of a legal entity, which, based on the use of property by the labor collective, produces and sells products, performs work, and provides services.

The main task of the enterprise is economic activity aimed at making a profit to meet the social and economic interests of its members. labor collective and the interests of the owner of the property of the enterprise.

The main features of an enterprise as a legal entity are:

Economic independence;

Organizational unity, properly formalized and reflected in the constituent documents;

Property isolation (the presence of separate property used for specific purposes);

Property liability for their actions and obligations;

Independent civil liability;

Own name and performance in civil law on its own behalf (on its own person);

Availability of an independent balance sheet;

The presence of a current account, seal.

In the system of the national economy, the enterprise is the main link, which is determined by the following circumstances:

1. The enterprise manufactures products, performs work, services that form the basis of the life of both a person and society as a whole;

2. The enterprise acts as the main subject of industrial relations that develop in the process of production and sale of products between various participants;

3. An enterprise is not only an economic, but also a social organization, since it is based on a person or a work collective;

4. The interests of society, the owner, the collective and the employee are intertwined at the enterprise, their contradictions are developed and resolved;

5. The enterprise, carrying out production and economic activities, has an impact on the environment, determining the state of the sphere of human habitation.

The main principles of the organization of the enterprise are:

Organizational and administrative isolation;

Financial and economic independence;

Industrial and technical unity.

Organizational and administrative isolation means that an enterprise has separate property, a single team, a single administration and has the right of a legal entity.

Financial and economic independence lies in the fact that the company organizes its activities on the basis of self-sufficiency and has a single complete form of accounting and reporting. It can dispose of cash material and financial resources in order to ensure its successful functioning and development, has a bank account to which all funds are received and through which all payments of the enterprise are made, has the right to independently plan its activities, carry out foreign trade operations, etc. etc.

Production and technical unity is ensured by a set of means of production (buildings, structures, machines, equipment, etc.), united in special production units and parts, technologically connected in the production process. It predetermines unified system technical documentation, general technical policy, a unified system of machines, the presence of general, auxiliary and service units.

1.2 Role and structure of the enterprise

The role of the enterprise is manifested in the following:

At the enterprise level, the main economic tasks societies (what to produce, how to produce, for whom to produce);

The economic situation in the country as a whole depends on the results of the enterprise;

The company creates jobs by providing employment for the population;

The quality of products, goods, services, meeting the needs of the population depends on the activities of the enterprise;

The enterprise through the tax system forms budgets of various levels and off-budget funds;

Enterprise implementing foreign economic activity, forms the country's currency resources;

The enterprise, using the received net profit, provides social development labor collective.

The company is classified by industry (types of activities), organizational and legal forms, size. A sign of the division of enterprises in the sphere of production and commodity circulation by size into large, medium and small is the number of employees.

The functions of the enterprise depend on the profile of the activity (production of products, performance of work, sale of goods, provision of services, etc.) and are specified depending on the industry, size, and form of ownership. In accordance with the functions performed, enterprises by their economic purpose can be grouped into two blocks:

Carrying out the production of products;

Providing services.

To perform its functions, the enterprise solves a number of tasks (purchasing equipment, raw materials, attracting work force, organization of the technological process and management of activities, analysis and planning, etc.), which are determined by the goals of the enterprise, the size of capital, the state of the internal and external environment. The essence of the enterprise is characterized by legal, economic and sectoral aspects.

From a legal point of view, an enterprise is a legal entity. A legal entity is an organization that owns, economic management or operational management of separate property and is responsible for its obligations with this property, can, on its own behalf, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and defendant in court, has an independent balance sheet or estimate (Civil Code of the Russian Federation, paragraph 1 article 48).

The essence of the enterprise in the economic aspect is characterized by its complete independence in the choice of types and objects of activity, the conclusion of contracts, etc.

The enterprise must have material, labor, financial resources to perform its functions and tasks. When using these resources, the enterprise makes various operational decisions. The degree of independence in making these decisions depends on what rights it has in relation to property. An enterprise has full economic independence if it operates at the expense of own funds... With operational and economic independence, the enterprise carries out its activities at the expense of shareholders, federal budget, local government authorities. The property can belong to the company on the basis of ownership (the company owns the property and disposes of it); on the right of economic management (the enterprise owns, uses and disposes of the property transferred to it within the limits defined by Art. 294, Art. 295, 300 h. 1 of the Civil Code of the Russian Federation); on the right of operational management (the enterprise uses and disposes of the property assigned to it only with the consent of the owner in accordance with Art. 296-300, Part 1 of the Civil Code of the Russian Federation).

The sectoral aspect of the activities of enterprises reveals their specifics. An enterprise in each industry has a different purpose, production and organizational structure.

The structure of an enterprise is the composition and ratio of its constituent structural units, allocated according to the criteria of production and management processes. Distinguish between the organizational structure of production and the organizational structure of management. Part production structure a commercial enterprise includes departments, sections, warehouses, etc. The management structure includes accounting, economic planning department, finance department, personnel department, marketing department, etc.

The structure of an enterprise is one of the elements of its internal environment. In addition to the structure, the internal environment of an enterprise is formed by: the type of production activity, resources, finance, accounting, management, marketing, organization and technology of production activity.

The activity of an enterprise is largely determined by the external environment, which is formed by: suppliers, consumers, shareholders, creditors, competitors, government agencies, as well as various economic, political, legal, socio-cultural, democratic, technological and other factors.

1.3 Organizational and legal forms commercial enterprises

Commercial organizations - organizations, the main purpose of which is to make a profit and distribute it among the participants

Commercial organizations:

1. Business partnership:

Full partnership

Limited partnership

2. Business company:

Open Joint Stock Company (OJSC)

Closed Joint Stock Company (CJSC)

Limited Liability Company (LLC)

Additional Liability Company (ALC)

Subsidiary business company (DRL)

3. Production cooperative:

Agricultural artel (collective farm) SPK

Fishing artel (collective farm) RPK

Cooperative farm (cooperative farm) SKH

4. State municipal (unitary) enterprises:

State (treasury) enterprise GKP

Municipal enterprise

Business partnerships and companies are commercial organizations with authorized (joint) capital divided into shares (contributions) of founders (participants). The property of such partnerships, convened at the expense of contributions, produced and acquired in the course of the business partnership, belongs to them by right of ownership.

Business partnership

A general partnership is an association of two or more persons, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activity on behalf of the partnership.

Participants in a full partnership jointly bear additional (subsidiary) liability with their property for the obligations of the partnership. This means that the responsibility of all participants is proportional to the size of their contribution. So, if the property of the partnership is not enough to pay off debts, then the partners are responsible with their personally owned property, in proportion to the contributions made to the organization. A person can be a member of only one full partnership. The number of participants is not limited. A general partnership is created and operates on the basis of a memorandum of association, which is signed by all of its participants. If, as a result of losses incurred by the partnership, the value of its net assets becomes less than the amount of its contributed capital, the profit received by the partnership is not distributed among the participants until the value of net assets exceeds the amount of its contributed capital.

By the time of registration of a full partnership, each participant is obliged to make at least half of his contribution to the joint capital of the partnership. The rest must be contributed by the participant within the time frame established by the memorandum of association. In case of failure to fulfill this obligation, the participant is obliged to pay the partnership 10% per annum from the unpaid part of the contribution and compensate for the losses caused, unless otherwise specified in the memorandum of association.

Providing for the possibility of a participant's withdrawal from a full partnership, he is required to declare his refusal to participate in the partnership at least six months before the actual withdrawal. An agreement between the participants in the partnership to renounce the right to withdraw from the partnership is null and void. Further, the participant who has retired from the partnership is paid the value of a part of the property corresponding to his share in the contributed capital, and by agreement with him, it is possible to issue the property in kind. At the same time, the shares of other participants are increasing. According to the legislation, a participant in the partnership has the right to transfer his share or part of it in the pooled capital to another participant or to a third party, subject to the consent of all members of the partnership.

A general partnership is liquidated when the only participant remains in it (except for the rules of liquidation of legal entities in accordance with the Civil Code of the Russian Federation). Such a participant has the right, within six months, to transform such a partnership into a business company in the manner prescribed by the Code.

Limited partnership (limited partnership) - a partnership in which, along with the participants who carry out entrepreneurial activities on behalf of the partnership and are responsible for the partnership's obligations with their property, there is one or more contributing participants (limited partners) who bear the risk of losses associated with the activities of the partnership , within the limits of the sums of their contributions and do not take part in the implementation of entrepreneurial activities by the partnership.

In a limited partnership, along with general comrades, the so-called limited partners take part in the formation of the contributed capital, i.e. depositors who do not take part in entrepreneurial activity, but receive profit and bear the risk of losses within the amount of the contribution made. This form allows attracting additional capital from persons interested in advantageous premises their free funds. The contribution can be made not only in cash, but also in the form of the provision of premises, vehicles and in any other way. This form expands the economic base of the partnership, allows you to accumulate funds for major business activities. A person can be a general partner in only one limited partnership. A participant in a full partnership cannot be a full partner in a limited partnership. It is created and operates on the basis of the memorandum of association, which is signed by all general partners.

A limited partnership shall be liquidated upon retirement of all contributors who participated in it. However, general partners have the right, instead of liquidation, to transform a limited partnership into a full partnership.

Economical society:

Joint-stock company is a company, the authorized capital of which is divided into a certain number of shares; the participants of the joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company within the value of the shares they own.

Joint stock company, from the point of view individual entrepreneur, - the optimal form of organizational and legal registration of entrepreneurial activity. It can be created by one person or consist of one person if one shareholder acquires all the shares of the company.

Shareholders are entitled to a share of the income of the joint-stock company. The part of the profit paid to the owner of the share is called a dividend. The part that is not paid as dividends is called retained earnings.

A joint-stock company, according to the law, cannot have a business company consisting of one person as the only participant.

Types of joint stock companies:

Open (OJSC)

Closed (JSC)

Open Joint Stock Company (OJSC)

An open joint-stock company is a joint-stock company, the members of which can freely sell and buy shares of the company without the consent of other shareholders. It can conduct an open subscription to the shares it issues, which can be freely traded on the stock market. This implies the complete openness of the society and careful control over its activities, therefore it is obliged to publish annually for the general information:

Annual report;

Balance sheet;

Profit and loss account;

and annually engage a professional auditor to check and verify the annual financial statements.

The supreme governing body of the JSC is the general meeting of shareholders. The competence of the general meeting is:

Changing the charter of a company

Change in the size of the authorized capital

Approval of annual reports and balance sheets, distribution of profits and losses

Formation of executive bodies and early termination of their powers

Decision on reorganization or liquidation of a company

Election of the Audit Commission

Solving other issues

If the number of shareholders exceeds 50 people, then the Board of Directors (Supervisory Board) is created. Its competence is determined by the charter of the joint-stock company.

The executive body of a JSC can be collegial (board, directorate) and / or sole (director, general director). He carries out the day-to-day management of the company's activities and reports to the Board of Directors and the general meeting of shareholders. JSC, as well as JSC, is a fairly popular form of entrepreneurship both in Russia and around the world. As a rule, open joint stock companies are large companies.

Closed Joint Stock Company (CJSC)

A closed joint-stock company is a company whose shares are distributed only among its founders (among a predetermined circle of persons), when the form of open subscription to the shares issued by the company is not used and they cannot be freely sold and bought on the stock market.

A potential buyer cannot simply instruct their broker to purchase a certain number of shares. Initially, the shares of such a company are distributed privately, and shareholders can only dispose of them with the consent of the company. This limitation in finance is the main factor in determining the size of companies, which tend to be small and medium-sized.

The number of CJSC members cannot exceed 50 (if this number of shareholders is exceeded, the company must be transformed into an open joint-stock company by re-registration).

A closed joint stock company is not required by law to disclose information about itself to the extent required by the OJSC; however, it is obliged to submit an annual report to the Companies Registrar, which is open to any member of the public for inspection.

At the moment, most of the small and medium-sized enterprises in Russia are closed joint stock companies, which makes this form of business the most popular.

Limited Liability Company (LLC)

A company founded by one or more persons, the authorized capital of which is divided into shares, according to the founders of the document (the company's charter). Participants are not liable for obligations and bear the risk of losses within the value of their contributions.

Unlike state and municipal unitary enterprises, to whose property their founders have ownership or other property rights, limited liability companies (as well as other types of business companies, business partnerships and production cooperatives) are characterized by the fact that their participants have in relation to their rights of obligation.

In private economic practice, LLC is the most demanded organizational and legal form among commercial organizations.

At the same time, a limited liability company is characterized by the fact that the current (operational) management in the company (as opposed to partnerships) is transferred to the executive body, which is appointed by the founders either from among themselves or from among other persons. The members of the company retain the rights to strategic management society, which are carried out by them through periodic general meetings of participants. Unlike joint stock companies, the competence of the general meeting of participants in a limited liability company can be expanded at the discretion of the participants themselves; also, individual participants may be granted additional rights.

Unlike joint stock companies, the profit of a limited liability company can be divided between the members of the company not only in proportion to their shares in the charter capital of the company, but also in a different way in accordance with the Charter of the company (if a different procedure is provided for by the Charter).

Unlike participants in a joint-stock company (shareholders), a participant in a limited liability company can not only sell (or otherwise cede) his share in the authorized capital of the company, but also leave the company, demanding payment of the value of a part of the property corresponding to his share in the authorized capital of the company. if it is provided by the Charter of the company. The participants of a limited liability company, as well as the company itself, have the pre-emptive right to purchase the share of one of the participants, if he intends to sell his share to third parties. Also, the Charter of the company may provide for a prohibition on the alienation of the share of participants to third parties.

Additional Liability Company (ALC)

An additional liability company is a company established by one or more persons; it is in many ways similar to a limited liability company.

Its authorized capital is divided into shares in accordance with certain constituent documents. Individual citizens, legal entities, citizens and legal entities, as well as ( public organizations). It should be noted that state bodies, as well as local self-government bodies, do not have the right to act as members of the company unless otherwise specified by law.

This society can be opened by one person who is its one-time participant. As contributions (shares), participants can contribute money, buildings, structures, machines, raw materials, materials, securities, as well as intellectual property in the form of know-how (recipe, technical idea, new technology, etc.). contributions in kind are subject to unanimous approval by the general meeting of the founders of the company.

The only difference is that the ALC has additional subsidiary liability for the obligations of the company. Such responsibility does not apply to all the property of the participants, but only to its part, which is predetermined by the constituent documents of the company.

In the event that one of the participants goes bankrupt, his additional liability is divided between the others (proportionally or in a different order). Therefore, the total amount additional guarantees the creditors of the society remains unchanged.

The specificity of the ALC is in the exclusive form of the property liability of the participants for its debts.

Subsidiary business company (DRL)

Any business company can be recognized as a subsidiary and dependent company: joint stock, limited or additional liability company. A characteristic feature of subsidiaries and dependent companies is that the parent (“parent”) company not only influences their decision-making, but also bears responsibility for the debts of subsidiaries.

A business company is recognized as a subsidiary if:

1. participation of the main company or partnership prevails in its authorized capital;

2. there is an agreement between them;

3. The parent company or partnership can determine the decisions made by this company.

The recognition of the company as a subsidiary had certain consequences for the main company or partnership: it had to answer to creditors for the actions of the subsidiary. So, when concluding a transaction at the direction of the parent company (partnership), the parent and subsidiary companies are jointly and severally liable. In case of bankruptcy of a subsidiary through the fault of the parent company (partnership), the latter is subsidized for the subsidiary's debts to its creditors, i.e. only if the subsidiary's property is insufficient to pay off debts. At the same time, the subsidiary is not liable for the debts of the parent company (partnership). If a subsidiary company incurs losses due to the fault of the parent company (partnership), then it has the right to demand compensation from the parent organization, provided that it is proven guilty in these losses.

A business company is recognized as dependent if the other (dominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the authorized capital of a limited liability company. Often, dependent companies mutually participate in each other's capital. Such relations do not give rise to joint or subsidiary liability for debts.

Production cooperative (artel)

A certain place in the system of commercial organizations belongs to a production cooperative (artel). This organizational and legal form of management is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural and other products, performance of work, trade, etc.) based on their personal labor and other participation and consolidation by its members (participants) of property share contributions. The law and the constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization.

Such cooperatives bear subsidiary responsibility for the obligations of the cooperative (as in business partnerships) and carry out their activities on the basis of the charter with the formation of management bodies (similar to business companies). But unlike the latter, the management of a production cooperative is carried out according to the principle “one person - one vote” and does not depend on the size of its property contribution.

The charter of the cooperative, in addition to generally accepted information, must contain conditions on the size of the share contributions of the members of the cooperative; on the composition and procedure for making shares by members of the cooperative and their responsibility for violation of the obligation to make shares; on the nature and procedure of labor participation of its members in the activities of the cooperative and their responsibility for violation of the obligation for personal labor participation; on the procedure for distributing the profits and losses of the cooperative; on the size and conditions of subsidiary liability of its members for the debts of the cooperative; on the composition and competence of the governing bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes.

The number of members of the cooperative must not be less than fifty.

In foreign countries, these cooperatives have not received such a significant development. They are not focused on generating income and profits, their purpose is to help members of the cooperative and those in need.

State and municipal state enterprises

A state and municipal unitary enterprise is a commercial organization that is not endowed with ownership of the property assigned to it by the owner. This property cannot be distributed according to deposits, shares, shares, including among the employees of the enterprise.

Only state and municipal enterprises could be created in a unitary form. The property to which they are endowed is, respectively, in state or municipal ownership and belongs to enterprises on the basis of the right of economic ownership or operational management. The governing body of a unitary enterprise is the head appointed by the owner (or by the body authorized by the owner). The owner of the property of an enterprise based on the right of economic management is not liable for the obligations of the enterprise. Equally, an enterprise of this type is not liable for the debts of the owner of the property.

Thus, the measures of economic isolation of unitary enterprises are clearly and rigidly indicated.

The constituent document of an enterprise based on the right of economic management is its charter, approved by an authorized state body or local self-government body. The authorized capital is fully paid by the owner prior to state registration. The size of the authorized capital is 1000 times the size of the minimum wage. The owner solves the issues: creation, reorganization and liquidation of the enterprise; definition of the subject and goals of its activities: control over the use and safety of property. The owner has the right to receive a portion of the profit.

A unitary enterprise can create a subsidiary unitary enterprise by transferring part of the property to it for economic management.

1.4 Organizational and legal forms non-profit enterprises

Non-profit organizations are considered to be organizations in which making a profit is not the main goal of their activity. In its implementation, the profit received should not be distributed among the participants, however, they can carry out entrepreneurial activity if it serves the implementation of the main (statutory) goal of the organization and corresponds to it. For this purpose, non-profit organizations are allowed to establish business associations or be members of them.

Non-profit enterprises:

Consumer cooperative

Public and religious organizations

Institutions

Consumer cooperative

A consumer society (cooperative) is a voluntary association of citizens and legal entities on the basis of membership in order to satisfy the material and other needs of the participants, carried out by combining property shares by its members.

The charter of a consumer cooperative must contain, in addition to generally accepted information, conditions on the size of the share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their responsibility for violation of the obligation to make shares; on the composition and competence of the management bodies of the cooperative and the procedure for making decisions by them, including on issues on which decisions are taken unanimously or by a qualified majority; on the procedure for covering the losses incurred by the members of the cooperative.

The members of the consumer cooperative are obliged to cover the resulting losses through additional contributions within three months after the approval of the annual balance sheet. If this obligation is not fulfilled, the cooperative may be liquidated in court at the request of creditors.

Members of a consumer cooperative jointly bear subsidiary liability for its obligations within the unpaid part of the additional contribution of each member of the cooperative.

The income received by the consumer cooperative from entrepreneurial activities carried out by the cooperative in accordance with the law and the charter is distributed among its members.

Public and religious organizations

Public and religious organizations (associations) are voluntary associations of citizens, in the manner prescribed by law, united on the basis of their community of interests to meet spiritual and other non-material needs.

Organizations have the right to carry out entrepreneurial activities only to achieve the goals for which they were created, and corresponding to these goals. Participants (members) of these organizations do not retain the rights to the property transferred by them to these organizations, including membership fees. They are not responsible for the obligations of public and religious organizations in which they participate as their members, and these organizations are not responsible for the obligations of their members.

The Foundation is recognized as having no membership non-profit organization, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational and other socially useful goals. The property transferred to the foundation by its founders is the property of the foundation. The founders are not responsible for the obligations of the foundation they have created, and the foundation is not responsible for the obligations of its founders.

The Foundation uses the property for the purposes specified in its charter. The foundation has the right to engage in entrepreneurial activities necessary to achieve socially useful goals for which the foundation was created, and corresponding to these goals. In order to carry out entrepreneurial activities, foundations have the right to create economic companies or participate in them.

The foundation is obliged to publish annually reports on the use of its property.

The procedure for managing the foundation and the procedure for the formation of its bodies are determined by its charter, approved by the founders.

The charter of the foundation, in addition to the generally established information, must contain information about the purpose of the foundation, instructions on the bodies of the foundation, including on the board of trustees supervising the activities of the foundation, on the procedure for appointing officials of the foundation and their release, on the location of the foundation, on the fate of property. fund in the event of its liquidation.

Institution

An institution is 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. The rights of the institution to the property assigned to it correspond to the rights of the state enterprise, that is, this property can be used only for the purpose of fulfilling its statutory activities and the tasks of the owner.

The owner of the property assigned to the institution has the right to seize excess, unused or misused property and dispose of it at his own discretion. The institution is responsible for its obligations at its disposal in cash... If they are insufficient, the owner of the respective property shall bear subsidiary responsibility for his obligations.

Chapter 2. Analysis of the balance sheet of the enterprise OJSC "Magnit"

2.1 Characteristics of the trading enterprise OJSC "Magnit"

Open Joint Stock Company “Magnit”, hereinafter referred to as “Company”, was established on November 12, 2003 as a closed joint stock company “Magnit” (main state registration number 1032304945947). open joint stock company "Magnit". The Company is a legal entity and acts on the basis of this Charter and the legislation of the Russian Federation.

The company was created without limitation of the term of its activity

Location of the company: Russian Federation, the parent company is located in the city of Krasnodar, st. Sunny, 15/5. Chain stores are located in the Stavropol Territory, namely in st. Essentuki, st. Gagarina 9

The main goal of the company is to make a profit.

The company carries out the following main activities:

Renting out your own non-residential real estate;

Wholesale of meat, including poultry, meat products and canned meat and poultry meat;

Wholesale of dairy products;

Wholesale of edible oils and fats;

Wholesale trade without alcoholic beverages;

Wholesale of alcoholic beverages, except beer;

Wholesale of beer;

Wholesale trade in sugar;

Wholesale of sugar confectionery, including chocolate;

Wholesale of coffee, tea, cocoa and spices;

Wholesale of fish, seafood and canned fish;

Wholesale of prepared food products, including trade in baby food and dietary products;

Nutrition and other homogenized food products;

Wholesale of flour confectionery;

Wholesale of flour and pasta;

Wholesale trade in cereals;

Wholesale of salt;

Wholesale of other food products not included in other categories;

Wholesale of cleaning products;

Retail sale in non-specialized stores with food predominantly;

Including drinks, and tobacco products.

The history of the creation of the society.

1994 - 1998: Start: Wholesale

Foundation of a company selling household chemicals by S.N. Galitsky

Thunder becomes one of the leading official distributors of household chemicals and cosmetics in Russia

Decided to enter the market retail food

1998 - 1999: Entering retail market food

Opening of the first grocery store in Krasnodar

Format experiments

The stores are merged into the Magnit retail chain

2001 - 2005: Intensive development in order to take a firm position in the market

Rapid regional development: 1,500 stores at the end of 2005

Adoption of IFRS

Strict financial control

Motivational wage system

2006 - 2009: Further development traditional format. Transition to multi-format

Leader of Russian food retail by the number of IPO buyers in 2006

Start of construction of hypermarkets

Independent director elected to the Board of Directors Audit Committee established

Developed and introduced a set of rules of corporate conduct SPO in 2008, 2009

24 hypermarkets opened in 2007-2009 636 convenience stores opened in 2009 (total number of stores as of 31 December 2009 is 3,228) 2010-2012: Strong position in the sector

Accelerated growth - more than 1,000 convenience stores, 42 hypermarkets and 208 cosmetics stores opened in 2011

Successful public offering in December 2011, proceeds of $ 475 million.

Large-scale investment program for 2012: capital expenditure plan of about $ 1.1-1.4 billion.

Planned opening of up to 800 convenience stores and 50-55 hypermarkets during 2012

Work to improve efficiency

The chain of stores "Magnet" is:

Market leader in terms of the number of retail facilities and territory of presence in Russia - 64 branches, 1 representative office, 6,046 convenience stores, 126 hypermarkets, 20 Magnit Family stores and 692 cosmetics stores in 1,605 cities and towns;

A company with a powerful logistics system including 18 distribution centers, automated system inventory management and a fleet of 4401 vehicles that ensure timely delivery of goods to all stores in the chain;

One of the leading retailers in terms of sales. The company's revenue for 2012 amounted to USD 14.430 million, EBITDA - USD 1.524 million;

The largest employer in Russia - the company employs over 180,000 people. Retail network“Magnit” was repeatedly awarded the title of “Best Employer of the Year”;

One of the five largest food retailers in the world in terms of business capitalization.

Posted on Allbest.ru

...

Similar documents

    Concept, economic essence and functions of an enterprise, its main features. Characteristics of the organizational and legal forms of commercial and non-commercial enterprises, their advantages and disadvantages. The influence of the choice of the form of the enterprise on its activities.

    term paper added 03/19/2016

    Theoretical aspects of the study of the organizational and legal forms of various enterprises: the essence, classification, procedure for creation and features of the organization of finance. Distinctive features of organizational and legal forms of non-profit and unitary organizations.

    term paper, added 11/11/2010

    Organizational and legal forms of commercial enterprises. Business partnerships and companies. Production cooperatives. Unitary enterprises. Organizational and legal forms of non-commercial enterprises. Associations of legal entities.

    term paper, added 05/19/2005

    The concept and main features of the enterprise. Organizational and legal forms of commercial and non-commercial enterprises. Foundations, public and religious organizations. Business companies and partnerships. Associations of legal entities (associations and unions).

    term paper, added 12/16/2010

    The essence of the organizational and legal forms of commercial and non-commercial enterprises. Production and consumer cooperatives. Public and religious organizations. Practical aspects of the legal form of LLC "City Settlement Center".

    term paper added 01/12/2013

    The concept of the organizational and legal form of an enterprise. Types of enterprises depending on organizational and legal forms. Business partnerships and companies. Public and religious associations. Other organizational and legal forms of enterprises in the Russian Federation.

    abstract, added 11/15/2010

    The essence of the organizational and legal forms of the enterprise, their varieties and characteristics, distinctive features and selection criteria. Features of the legal forms of commercial and non-commercial enterprises. Calculation of the annual labor intensity of work, wages fund.

    term paper, added 05/13/2009

    The concept, essence and characteristics of the organizational and legal form. Economic problems of its choice for the enterprise. Types of commercial organizations. Comparison of a closed joint stock company, a limited liability company and a private entrepreneur.

    term paper added 03/23/2015

    Organizational, economic and legal forms of enterprises, their characteristics. Evolution of organizational, economic and legal forms of enterprises in Russia during the transition period. Analysis of promising forms of large-scale entrepreneurship for the Russian Federation.

    term paper, added 05/11/2008

    Signs of the organization of the enterprise. Organizational and legal forms of enterprises in market conditions: business partnerships and society; production cooperatives; commercial organizations with foreign investment. Their comparative characteristics.