Organizational and legal forms of enterprises: how to make a choice. What is the organizational and legal form of an organization? The organizational and legal form of the organization should be

Organizational and legal form

An economic entity is a form of an economic entity recognized by the legislation of a particular country, which fixes the method of securing and using property by an economic entity and the resulting legal position and the goals of the activity.

Organizational and legal form- the method of securing and using property by an economic entity and the resulting legal status and goals of entrepreneurial activity.

In the all-Russian classifier of organizational and legal forms (OKOPF) (OK 028-99 (as amended by amendment N 1/99)), each organizational and legal form corresponds to a two-digit digital code, the name of the organizational and legal form, and the collection algorithm.

Classification of organizational and legal forms in the Russian Federation

There are the following types of organizational and legal forms of business entities (hereinafter also OPF):

OPF of economic entities that are legal entities-commercial organizations

• Partnerships
• Societies
• Joint Stock Companies
• Unitary enterprises
  • Unitary enterprises based on law economic management
  • Unitary enterprises based on the right of operational management
• Other

OPF of economic entities that are legal entities-non-profit organizations

• Public associations (including religious associations)
  • Bodies of public amateur performance
• Foundations (including public funds)
• Institutions (including public institutions)
• Indigenous minority communities
• Associations of legal entities (associations and unions)
• Associations of peasant (farmer) households
• Horticultural, horticultural or suburban non-profit partnerships

OPF of business entities without the rights of a legal entity

• Simple partnerships

Examples of OPF

state and municipal institutions

The simplest name for OPF of state institutions is FGU (federal) and GU (regional, Moscow and St. Petersburg). Sometimes the word "budgetary" is added to the OPF, for example, in the OPF forestry, correctional colonies. The name of the OPF may include the word "regional" and even the name of the subject of the Russian Federation: " Novosibirsk region"," The city of Moscow ", but not necessarily.

OPF of state institutions:

• Federal government agency
• Regional state institution (State regional institution), OSU
• Government agency
• Federal state state-financed organization

Federal State Budgetary Institution of Science

• Regional state budgetary institution
• State budgetary institution of the Novosibirsk region
• State budgetary institution of the city of Moscow
• State budgetary institution
• State (municipal) treasury institution

Educational, health and cultural institutions have their own names of OPF:

OPF of educational institutions:

• Federal State Autonomous educational institution higher vocational education
• State educational institution of higher professional education
• State educational institution of secondary vocational education
• State educational institution
• Municipal budgetary educational institution
• Municipal preschool educational institution

OPF of military educational institutions:

• Federal State Military Educational Institution of Higher Professional Education
• State military educational institution of higher professional education

OPF of healthcare institutions:

• Federal State Healthcare Institution
• State healthcare institution
• Municipal health care institution

OPF of cultural institutions:

• Federal State Institution of Culture
• State budgetary institution of culture of the Sverdlovsk region
• State cultural institution of the city of Moscow

Unusual OPF:

• Regional state educational institution for orphans and children left without parental care
• State special rehabilitation educational institution of secondary vocational education - technical school for the disabled
• Federal state educational institution of secondary (complete) general education "Astrakhan Suvorov Military School of the Ministry of Internal Affairs of the Russian Federation"- does not have the indication "military".

state and municipal unitary enterprises

OPF of unitary enterprises:

• Federal State Unitary Enterprise
• State Regional Unitary Enterprise
• State unitary enterprise
• Municipal unitary enterprise

see also

• Types of companies

Sources of

• Chapter 4
• Federal Law of 19.05.1995 N 82-FZ "On public associations"
• Resolution of the State Standard of the Russian Federation of March 30, 1999 N 97(as amended on 09.06.2001) "On the adoption and implementation of all-Russian classifiers" (together with the "All-Russian classifier of forms of ownership" OK 027-99)

Links

• The choice of the organizational and legal form of the enterprise - article by Doctor of Economics, Professor Adukov

Wikimedia Foundation. 2010.

• Las Casas, Bartolomé de
• Victor Emmanuel II

See what "Organizational and legal form" is in other dictionaries:

Organizational and legal form- The legal form in which registration and activities are carried out legal entity... Examples of organizational and legal form are Open Joint Stock Company, Closed Joint Stock Company, Limited Partnership, Limited ...

PROPERTY FORM ORGANIZATIONAL AND LEGAL- Organizational form of ownership of the means of production, enshrined in national legislation Dictionary of business terms. Academic.ru. 2001 ... Business glossary

Legal form of activity- organizational and managerial form of activity of authorized entities. Its legal essence is that it is based on the prescriptions of law and always entails the occurrence of certain legal consequences. Unlike the actual ... ... Theory of State and Law in Schemes and Definitions

FORM OF PROPERTY, ORGANIZATIONAL AND LEGAL - organizational form ownership of the means of production enshrined in national legislation ... Big Dictionary of Economics

Legal system- This article or section needs revision. Please improve the article according to the rules for writing articles ... Wikipedia

Joint Stock Companies- Organizational legal form of an enterprise, which for its obligations to creditors is responsible only for the property that belongs to it. Shareholders do not bear any responsibility to creditors, they only risk ... Terminological dictionary of a librarian on socio-economic topics

Full partnership- Organizational and legal form of a commercial organization. A partnership is recognized as a full partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and ... ... Vocabulary: accounting, taxes, business law

FEDERATION COUNCIL MEETING- organizational and legal form of consideration by the upper chamber of the Federal Assembly of issues assigned by the Constitution of the Russian Federation to its jurisdiction. The regulations of the Federation Council stipulate that the chamber holds meetings from September 16 of the current to 15 ... ... Encyclopedic Dictionary "Constitutional Law of Russia"

What is OPF? Each organization has its own OPF. The Civil Code of the Russian Federation and other Federal Laws determine which OPF organizations (legal entities) can have in the Russian Federation. Haven't guessed yet? Then we answer what it is:

OPF is its legal form determined by law and enshrined in the charter of each firm or non-profit organization. The literal interpretation of the abbreviation OPF is a legal term: organizational and legal form... More about what the organizational and legal form means for an organization and what types of organizational and legal forms are for commercial and non commercial organizations in Russia, you can read below, in the paragraph Types of OPF.

Meanwhile, decoding OPF may have another meaning - economic, namely: basic production assets. What"fixed assets"? In the science "Enterprise Economics", OPF is means of labor that take part in the production process for a long time and at the same time retain their natural form.

The main production assets of the enterprise include: buildings, structures and structures, communication and power lines, machines, vehicles and equipment, tools, inventory, etc. (these are the main types of OPF as fixed assets). Insofar as OPF in this context, this is an economic concept, and does not affect the main topics of our site - state registration non-profit organizations of various organizational and legal forms, those for whom it is important to obtain more complete information on the subject of the main production assets of the enterprise, we dare to send to the information resource of economic topics. 🙂

Verbatim decoding OPF does not contain a definition, what is the organizational and legal form... Strange as it may seem, the main current Russian legislation with the Civil Code at its head does not contain it either! The only rather vague and vague explanation of the concept of OPF contains the All-Russian Classifier of Organizational and Legal Forms OK 028-2012. According to him, " organizational and legal form means the way of securing (forming) and using the property by the organization and the resulting legal status and goals of entrepreneurial activity. "Well, now everything is clear, isn't it? 🙂

Let's try to give our own, more intelligible definition:

Organizational and legal form (OPF) is abbreviated letter abbreviation or full verbal designation of the type of organization, always located immediately before its own (individual) name, characterizing the commercial or non-commercial orientation of the organization (in some cases reflecting the main goal of its activities), as well as characterizing the attribution of this organization to one of the statutory regimes consolidation and use of property, activities and management of the organization.

Types of OPF

Here we will decipher in detail the OPF of organizations, while we will be guided by the same All-Russian classifier OPF.

The main types of OPF commercial enterprises and organizations:

IE - individual entrepreneur

LLC - a company with limited liability

ODO - society with additional responsibility

JSC - open joint stock company

CJSC - closed joint stock company

PC - production cooperative

KFH - peasant (farm) economy

SUE - State Unitary Enterprise

The main types of OPF of non-profit organizations (OPF NPO):

PC - consumer cooperative

NGO is a public organization

OD - social movement

ANO - autonomous non-profit organization

SNT - horticultural non-profit partnership

DNP - dacha non-profit partnership

HOA - homeowners' association

Of course, the whole range of organizational and legal forms is wider.

Here we have deciphered the OPF of the most common types. We hope that you enjoyed this article and that you have obtained complete information on the topic " decoding OPF". If you want to clarify how the abbreviation of organizational and legal forms that are not present in the above list is deciphered or you need to find out the OPF code for the OKOPF of your organization, please look in the OPF classifier located at the following link:

All-Russian classifier of organizational and legal forms (OK 028-2012)

With regard to the process of state registration of an NPO or a commercial organization, the correct and accurate indication of the full and abbreviated name of the organizational and legal form (OPF) when preparing documents is a prerequisite for its successful completion.

Sincerely,

the staff of the Center for Registration of Non-Profit Organizations of St. Petersburg and Leningrad Region

Classification of organizational and legal forms

The types of organizational and legal forms of organizations represent a classification of economic entities in modern conditions.

The main feature of this classification is the division of economic entities in accordance with the organizational and legal form of companies.

The types of organizational and legal forms of organizations are regulated by the Civil Code of the Russian Federation (Civil Code of the Russian Federation), which introduced the concepts of "commercial organization" and "non-commercial organization".

Types of organizational and legal forms of organizations

In accordance with the nature of the activities of enterprises, the types of organizational and legal forms of organizations include:

1. Enterprises of a commercial nature,
2. Non-commercial enterprises,
3. Organizations without the formation of a legal entity;
4. state (municipal) organization;
5. state (unitary) enterprise.

Currently, there are the following types of organizational and legal forms of organizations that carry out commercial activities: society, partnership, joint stock company, unitary enterprises.

In the field of non-profit organizations, a consumer cooperative can be distinguished, public organizations(movements, associations), foundation (non-profit partnership), partnerships (horticultural, dacha, homeowners), association (union), non-profit companies of an autonomous type.

For enterprises that do not form a legal entity, the following types of organizational and legal forms of organizations may be envisaged: mutual investment funds, a simple partnership, a branch (representative office), an individual entrepreneur, a farm (peasant) economy.

Shape selection

The types of organizational and legal forms of organizations, in addition to the nature of the main activity, are influenced by some other factors, among which there may be organizational and technical, economic and social.

In accordance with organizational and technical factors, the types of organizational and legal forms of organizations are determined based on the number of founders, their characteristics, areas commercial activities, the nature and novelty of the products produced. Taking into account social and economic factor the amount of start-up capital and the personal characteristics of the entrepreneur and his team are taken into account.

Also, the types of organizational and legal forms of organizations may be limited by current legislation. For example, commercial organizations with the status of a legal entity can only be created in the form of a partnership of any type, a company (open or closed, with limited liability).

Types of organizational and legal forms of commercial organizations

The types of organizational and legal forms of commercial organizations can also be classified into several types:

1. Business partnership, divided into full and based on faith, the difference between which lies in the degree of responsibility of the participants (comrades).

   In a complete society, the comrades in obligations are liable with all their property, and in a society based on faith, they are liable in accordance with the size of their contributions.

2. Economic society (LLC), joint stock company (JSC). The capital of the LLC includes the contributions of the participants and is divided into shares, in the JSC the capital is divided into the corresponding number of shares.
3. A production cooperative is a voluntary association of members (citizens), it is based on membership and share contributions, as well as on the personal labor of the participants.
4. Business partnerships are very rare, almost never mentioned in the Civil Code. Such businesses are regulated by a separate law.
5. Peasant farms are an association for the purpose of maintaining Agriculture based on the personal participation of citizens in business and their property contributions.

Examples of problem solving

Organizational and legal forms of enterprises

The organizational and legal form of the enterprise fixes the property and the nature of its use, from which subsequently follows the legal status of the organization.

Thus, the organizational and legal forms of enterprises determine the legal status and nature of entrepreneurial activity.

In our country, there is a classifier of organizational and legal forms (OKOPF), according to which each form is assigned a digital code.

Classification and types of organizational and legal forms

Depending on the nature of the enterprise, OPF can be divided into:

• commercial organizations (enterprises);
• non-profit organizations;
• organizations without forming a legal entity;
• state and municipal organizations;
• state and unitary enterprises.

At this time, there are four types of organizational and legal forms for enterprises conducting commercial activities:

1. partnerships;
2. society;
3. joint stock companies;
4. unitary enterprises.

For non-profit organizations:

• consumer cooperatives;
• public associations, movements and organizations;
• foundations and non-profit partnerships;
• partnerships (gardening, summer cottages, homeowners);
• associations and unions;
• non-profit organizations of an autonomous type.

For enterprises that do not form a legal entity, the following types of OPF are provided:

• PIFs - mutual funds;
• simple partnerships;
• branches, representative offices;
• individual entrepreneurship;
• farm (peasant) economy.

Criteria for choosing an organizational and legal form

In addition to the nature of the main activity of the enterprise, a number of other factors also affect the choice of the organizational and legal form. Among the most significant are:

• organizational and technical;
• social and economic.

In the first case, the choice of the form is based on the number of founders and their characteristics, the scope of commercial activity, the nature and novelty of the product being produced, in the second - the volume of start-up capital and the personal characteristics of both the entrepreneur and his team.

In addition, the choice of the form of the enterprise is also limited by the current legislation. So, for example, commercial organizations that have the status of a legal entity have the opportunity to be created only in the form of a partnership of any type, a company (limited liability, open, closed type).

The scale of the enterprise is also important. So, for small businesses small and medium-sized businesses, it is optimal to make a choice in favor of a closed joint-stock company. In this case, the sale of shares is carried out only within a narrow circle of people, as a rule, the founders of the company. Open type the company assumes the possibility of selling shares to a wide range of persons. This type of organizational and legal form is beneficial for a large-scale enterprise with a wide branch network, for example, large banks of the country.

Also, when choosing the form of an enterprise, the size of the authorized capital is also important. So for a close corporation it is 100 units of the minimum wage, for an open joint-stock company - 1000 units of the minimum wage.

Organizational and legal form Is a form of organization of entrepreneurial activity, enshrined in a legal manner. It defines the responsibility for obligations, the right to transactions on behalf of the company, the management structure and other features. economic activity 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. Entity - an organization that has a separate property in its ownership, economic management and operational management, is responsible for its obligations with this property and can, on its own behalf, acquire and exercise property rights and bear obligations.

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

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.

Complete a partnership is recognized, 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.

Fellowship on Faith (limited partnership) - 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 activity 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.

Economical society unlike a partnership, it is a pooling 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.

Additional Liability Company (ALC) - a kind 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) - commercial organization, authorized capital 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, the shares of which 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.

Production cooperative (artel) (PC) - voluntary association of citizens for joint activities based on their personal labor or other participation and the association of its members with property shares. 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 PC charter.

Unitary enterprise - 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).

Unitary enterprise on the right of economic management - an enterprise that is created by a decision of a state body or a local 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.

Unitary enterprise on the right of operational management Is a federal state-owned enterprise, which is created by decision of the Government of the Russian Federation on the basis of property in federal ownership. 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.

Knowledge of what the organizational and legal forms of a legal entity are, will be needed first of all for those who decided to open their own business. Having received information about what they are like for a future businessman, it is easier to determine which form is suitable for him to create his own company.

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Before choosing an organizational and legal form, it is necessary to decide on the following questions:

1. How will the company be financed? Will it be necessary to attract investors or will only the owner invest in the company.
2. Does the owner want to run the business on his own or hire a director, accountant and other employees?
3. How big will the business be, what is the expected monthly and annual turnover?
4. Which settlement with counterparties is preferred: cash or non-cash?
5. Is it possible to sell the business in the future?

The form of doing business depends on the solution of these issues, as well as the number of reporting forms and the frequency of their delivery.

What is the organizational and legal form of an enterprise

Before proceeding to the consideration of organizational and legal forms, it is necessary to understand what it is.

Organizational and legal forms of a legal entity (OPF) are forms of activity that are directly enshrined in the legislation of the country and determine the rights, obligations and procedure for disposing of the assets of a legal entity.

The main criteria by which legal entities are classified are:

• Objectives of the activity.
• Forms of ownership.
• Participant rights.
• The composition of the owners.

The Civil Code of the Russian Federation includes two main forms of doing business:

• Commercial companies. The main goal that they pursue in the course of their activities is to make a profit, which the owners of the company distribute among themselves.
• Non-profit organizations. They are not created to make a profit, but if the profit does arise, then it is not distributed among the founders, but is spent on statutory goals.

Classification of commercial organizational and legal forms

Organizational and legal forms of commercial organizations, in turn, are also subdivided into several types:

• Business partnerships - there are full and based on faith (Articles 69.82 of the Civil Code of the Russian Federation). The difference between them is in the degree of responsibility of the comrades (participants). In a complete society, they are responsible for the obligations of the society with all their property, and in a faith-based (limited) society - only within the limits of their contributions.
• Business companies (Articles 87, 96 of the Civil Code of the Russian Federation) -, joint stock companies(AO). The capital of an LLC consists of the contributions of the participants and is divided into shares, and in a JSC the capital is divided into a certain number of shares.
• Production cooperatives (Article 106.1 of the Civil Code of the Russian Federation) - citizens unite in such organizations voluntarily on the basis of membership and share contributions. Such cooperatives are based on the personal labor of their members.
• Business partnership - it is quite rare and is practically not mentioned in the Civil Code of the Russian Federation, it is regulated by a separate law No. 380-FZ.
• Peasant farming (Article 86.1 of the Civil Code of the Russian Federation) is an association of citizens for farming. Based on their personal participation in business and property contributions.

To commercial structures in accordance with Art. 113 of the Civil Code of the Russian Federation also includes unitary organizations, which are of two types:

• state;
• municipal.

Important! The property of unitary enterprises is recognized as indivisible and cannot be distributed in the event of their liquidation.

Classification of forms of non-profit organizations

Organizational and legal forms of non-profit organizations assume that the monetary profit received in the course of their activities is used to implement the statutory goals and objectives, often these are social, educational or humanitarian goals. Non-profit organizations have the great advantage of being exempt from most taxes. Businessmen readily use this.

It is beneficial to establish non-commercial forms of organization in the fields of education, the media, and communities of interest. They are such widows:

• A consumer cooperative (Article 123.2 of the Civil Code of the Russian Federation) is not a compulsory association of people and their property for the implementation of entrepreneurial activity, joint projects.
• Public and religious organizations (Articles 123, 26, 123.4 of the Civil Code of the Russian Federation) are a united group of people who, at their own will, united to meet non-material needs (for example, spiritual, political, professional, etc.).
• Fund (123.17 of the Civil Code of the Russian Federation) - does not have a membership, an organization established by legal entities and / and citizens, which exists thanks to voluntary contributions. Such an organization can only be liquidated by a court decision. May have goals: charitable, cultural, social, educational.
• The Association of Real Estate Owners (Art. 123.12) - unites the owners of apartments and other buildings, including dachas and land plots that are in common use.
• Association and Union - based on membership, created to represent common interests, including public benefit and professional.
• Cossack societies are regulated by separate legislation (No. 154-FZ). Designed for voluntary service.
• Communities of indigenous peoples of the peoples of the Russian Federation of small numbers (Art. 123.16 of the Civil Code of the Russian Federation) - such communities are created in order to protect the original habitat and preserve the traditions of nationalities.
• Institutions (Art. 123.21 of the Civil Code of the Russian Federation) - are created for managerial, social or cultural purposes.
• Autonomous non-profit organizations (Article 123.24 of the Civil Code of the Russian Federation) - involves the provision of services in the field of education. medicine, culture, science, etc.

All information about each of the forms of management, as well as their pros and cons, we systematized in the table:

Which OPF to choose

The most common forms of management are LLC and JSC.

Limited Liability Company LLC

The organizational and legal form of LLC is a company whose capital consists of the contributions of its members; they do not bear the risk of losses associated with activities in the amount of their contributions.

Advantages:

• It is easier to create an LLC than other OPF of legal entities.
• The liability of the founders is limited to the amount of their contributions.
• The minimum amount of the authorized capital provided by the law is relatively small.
• How legal entities LLC can use bank loans, while their conditions are more beneficial than for.
• By choosing special forms of taxation, an LLC can work without an accounting report (or keep it simplified) and pay taxes on.
• Selling a business is very simple, just change the composition of the founders.

Disadvantages:

• Difficult to resolve disagreements between several founders are not excluded.
• More finance is needed to create an LLC than for an individual entrepreneur.
• Closing an LLC is more difficult than an individual business (IE), often it takes more than one month.
• Important decisions require the consent of all founders.

Limited Liability Companies are suitable for medium-sized companies planning high turnover on a bank account and raising debt capital.

This article talks about typical solutions legal issues but each case is different. If you want to know how to solve exactly your problem - contact our consultant absolutely FREE OF CHARGE!

Joint Stock Company (JSC)

According to the Civil Code of the Russian Federation, the joint-stock company has an authorized capital, which is divided into a certain number of shares. Each shareholder has the right to count on receiving dividends and participating in the management of the company.

AO must necessarily maintain accounting statements, while it should be published in the public domain. Each issue of shares is registered in special register... There is also a need to maintain a register of shareholders. A JSC must have a qualified lawyer and accountant to monitor any changes in legislation, in order to avoid violations, because this promises large fines.

JSC is in a more protected position from raider seizures than LLC. Withdrawal from the founders of a joint-stock company is simple - you need to sell your shares.

This form of management is suitable big business- production and construction companies, banks and financial institutions.

Individual entrepreneurship

You can do business without forming a legal entity. This form of economic activity includes individual entrepreneurship (IP). This form of activity is simple and beneficial for small and medium-sized businesses.

Private entrepreneurship has its advantages and, of course, disadvantages that need to be known and taken into account:

IP advantages:

• Easier than or rather than other forms of doing business.
• Opening an IP involves minimal costs.
• Accounting is not required or assumes a simplified form.
• The tax can be paid by.
• There is only one business owner - the entrepreneur.

Disadvantages:

• The owner is absolutely responsible for all of his property.
• It is difficult for individual entrepreneurs to take out a loan for a business.
• Legal consolidation or separation of capital between partners is difficult to implement.
• It is often necessary to pay taxes even when the activity is not carried out or results in losses.
• Some contractors prefer to work with legal entities.

This form of activity is dominated by market traders, small shops, salons for the provision of any services to the public (for example, hairdressing salons) or online stores.

Changes made to the Civil Code of the Russian Federation, affecting the organizational and legal forms

On September 1, 2014, serious changes took place in the Civil Code of the Russian Federation, which significantly changed the classification of OPF:

• Now there are no additional liability companies. Their creation is no longer allowed in accordance with the requirements of Art. 66 of the Civil Code of the Russian Federation.
• No significant changes have been made to the LLC, now this company is merged with the ALC.
• New concepts have emerged: unitary and corporate enterprises. In corporate founders, they can participate in management and be elected to governing bodies (for example, LLC, JSC, etc.) In unitary ones, the founder is the state or municipality (SUE, MUP).
• Closed and open joint stock companies were replaced by public (PJSC) and non-public (JSC).

Joint-stock companies that exist as closed and open companies should not re-register OPF under the new rules. At the same time, upon the first introduction of amendments to the constituent documents, they must be brought into line with the new norms of the Civil Code.

The most popular form of business, LLC, remained unchanged.

Information about OPF and changes in legislation related to the creation of enterprises different forms property must be owned in order to choose an organizational and legal form of activity that is profitable for you.

The system of organizational and legal forms of economic activity used today in Russia, introduced mainly, includes 2 forms of entrepreneurship without the formation of a legal entity, 7 types of commercial organizations and 7 types of non-profit organizations.

Entrepreneurial activity unincorporated can be carried out in the Russian Federation as individual citizens ( individual entrepreneurs), and within the framework of a simple partnership - an agreement on joint activities of individual entrepreneurs or commercial organizations. As the most significant features of a simple partnership, one can note the joint and several liability of the participants for all common obligations. Profit is distributed in proportion to the contributions made by the participants (unless otherwise provided by the contract or other agreement), which are allowed not only tangible and intangible assets, but also inseparable personal qualities participants.

Figure 1.1. Organizational and legal forms of entrepreneurship in Russia

Legal entities are divided into commercial and non-commercial.

Commercial organizations are called that pursue profit as the main goal of their activities. According to them, they include business partnerships and societies, production cooperatives, state and municipal unitary enterprises, this list is exhaustive.

Non-profit organizations are considered for which making profit is not the main goal and do not distribute it among the participants. These include consumer cooperatives, community and religious organizations, non-profit partnerships, foundations, institutions, autonomous non-profit organizations, associations and unions; this list, unlike the previous one, is open.

Let's take a closer look at commercial organizations.

1. Partnership.

A partnership is an association of persons created to carry out entrepreneurial activities. Partnerships are created when 2 or more partners decide to participate in the organization of the enterprise. An important advantage of the partnership is the ability to attract additional capital. In addition, the presence of several owners allows for specialization within the enterprise based on the knowledge and skills of each of the partners.

The disadvantages of this organizational and legal form are:

Each of the participants bears equal material responsibility regardless of the size of his contribution;

The actions of one of the partners are binding on all the others, even if they do not agree with these actions.

Partnerships are of 2 types: full and limited.

Full partnership- this is such a partnership, the participants of which (general partners), in accordance with the contract, are engaged in entrepreneurial activities on behalf of the partnership and jointly and severally bear subsidiary liability for its obligations.

The pooled capital is formed as a result of contributions made by the founders of the partnership. The ratio of the participants' contributions determines, as a rule, the distribution of the partnership's profits and losses, as well as the rights of the participants to receive part of the property or its value upon retirement from the partnership.

A general partnership does not have a charter, it is created and operates on the basis of a memorandum of association signed by all participants. The agreement contains information that is mandatory for any legal entity (name, location, procedure for joint activities of participants to create a partnership, conditions for transferring property to it and participation in its activities, procedure for managing its activities, conditions and procedure for distributing profits and losses between participants, procedure for withdrawing participants from its composition), as well as the size and composition of the contributed capital; the size and procedure for changing the shares of participants in the contributed capital; size, composition, timing and procedure for making deposits; responsibility of participants for violation of obligations to make contributions.

Simultaneous participation in more than one full partnership is prohibited. A participant does not have the right, without the consent of the other participants, to make transactions on his own behalf that are similar to those that constitute the subject of the partnership. By the time of registration of the partnership, each participant is obliged to make at least half of his contribution to the pooled capital (the rest is made within the terms established by the memorandum of association). In addition, each partner must participate in his activities in accordance with the memorandum of association.

Management of the activities of a full partnership carried out by common agreement of all participants; each participant has, as a rule, one vote (the memorandum of association may provide for a different procedure, as well as the possibility of making decisions by a majority vote). Each participant has the right to familiarize himself with all the documentation of the partnership, and also (unless the agreement establishes another way of doing business) to act on behalf of the partnership.

The participant has the right to withdraw from the partnership established without specifying the term, having declared his intention at least 6 months in advance; if the partnership is created for a certain period, then refusal to participate in it is allowed only for a good reason. At the same time, it is possible to exclude one of the participants in court by unanimous decision of the other participants. The retired participant, as a rule, is paid the value of a part of the partnership's property, corresponding to his share in the contributed capital. The shares of the participants are inherited and transferred in the order of succession, but the entry of the heir (successor) into the partnership is carried out only with the consent of the other participants. Finally, it is possible to change the composition of partners by transferring one of the participants (with the consent of the others) his share in the pooled capital or part of it to another participant or a third party.

Due to the extremely strong interdependence of a general partnership and its participants, a number of events affecting the participants can lead to the liquidation of the partnership. For example, a participant's exit; death of a participant - an individual or liquidation of a participant - a legal entity; appeal by the creditor of any of the participants in the collection on part of the property of the partnership; opening of reorganization procedures against a participant by a court decision; bankruptcy of the participant. However, if this is stipulated by the memorandum of association or the agreement of the remaining participants, the partnership can continue its activities.

A general partnership can be liquidated by a decision of its participants, by a court decision in violation of the requirements of the law and in accordance with the bankruptcy procedure. The basis for the liquidation of a full partnership is also a decrease in the number of its participants to one (within 6 months from the date of such a decrease this participant has the right to transform the partnership into a business entity).

Limited partnership(limited partnership) – differs from the full one in that, along with general partners, it includes contributing participants (limited partners) who bear the risk of losses in connection with the activities of the partnership within the limits of the amounts made by them.

The basic principles of formation and functioning here are the same as for a full partnership: this applies both to the contributed capital and to the position of general partners. The Civil Code of the Russian Federation prohibits any person from being a full partner in more than one limited or full partnership. The Memorandum of Association is signed by the general partners and contains all the same information as in a full partnership, as well as data on the aggregate amount of limited partners' contributions. The management procedure is the same as in a full partnership. Limited partners do not have the right to interfere in any way in the actions of general partners in the management and conduct of the partnership's affairs, although they can, by proxy, act on its behalf.

The only duty of the limited partner is to contribute to the contributed capital. This provides him with the right to receive a part of the profit corresponding to his share in the contributed capital, as well as to familiarize himself with the annual reports and balance sheets. Limited partners have an almost unlimited right to withdraw from the partnership and receive a share. They may, regardless of the consent of other participants, transfer their share in the contributed capital or part of it to another limited partner or a third party, and the participants in the partnership have the pre-emptive right to purchase. In the event of the liquidation of the partnership, the partners receive their contributions from the property remaining after the satisfaction of the creditors' claims, first of all (the general partners participate in the distribution of only the property remaining after that, in proportion to their shares in the contributed capital on an equal basis with the depositors).

The liquidation of a limited partnership occurs on all grounds of liquidation of a full partnership (but in this case, the retention of at least one full partner and one investor in its composition forms a sufficient condition for the continuation of activities). An additional reason is the retirement of all investors (the possibility of converting a limited partnership into a full partnership is allowed).

2. Society.

There are 3 types of companies: limited liability companies, additional liability companies and joint stock companies.

Limited Liability Company (LLC)- a company, the authorized capital of which is divided into shares determined by the constituent documents; LLC participants are not liable for its obligations and bear the risk of losses associated with its activities, within the value of their contributions.

The authorized capital reflects the fundamental difference between business companies in general and LLCs in particular: for this type of organization, the minimum amount of property is fixed that guarantees the interests of their creditors. If at the end of the second or any subsequent financial year, the value of the net assets of the LLC is lower than the authorized capital, the company is obliged to declare a decrease in the latter; if the specified value becomes less than the minimum specified by law, then the company is subject to liquidation. Thus, the authorized capital forms the lower permissible limit of the company's net assets, which guarantee the interests of its creditors.

There may be no constituent agreement at all (if the company has one founder), and the charter is mandatory. These two documents have qualitatively different functions: the contract mainly fixes the relationship of the participants, and the charter - the relationship of the organization with the participants and third parties. One of the main tasks of the charter is to fix the authorized capital as a measure of the company's responsibility to third parties.

The authorized capital of an LLC, which is made up of the value of the contributions of its participants, must, according to the Law of the Russian Federation "On Limited Liability Companies", be at least 100 times the minimum wage. By the time of registration, the authorized capital must be paid at least half, the remaining part is payable during the first year of the company's activity.

The supreme body of the LLC is general meeting of its participants(in addition, an executive body is created to carry out the day-to-day management of the activity). The Civil Code of the Russian Federation includes the following issues within its exclusive competence:

Changing the charter, including changing the size of the authorized capital;

Formation of executive bodies and early termination of their powers:

Approval of annual reports and balances, distribution of profits and losses;

Election of the Audit Commission;

Reorganization and liquidation of the company.

An LLC participant can sell his share (or part of it) to one or more participants. It is also possible to alienate a share or part of it to third parties, if this is not prohibited by the charter. Members of this company have a pre-emptive right to purchase (as a rule, in proportion to the size of their shares) and can exercise it within 1 month (or another period established by the participants). If the participants refuse to acquire a share, and the charter prohibits the sale of it to third parties, then the company is obliged to pay the participant its value or give him property corresponding to its value. In the latter case, the company must then either sell this share (to participants or third parties), or reduce its authorized capital.

A participant has the right to withdraw from the company at any time, regardless of the consent of other participants. At the same time, he is paid the value of a part of the property corresponding to his share in the authorized capital. Shares in the authorized capital of an LLC can be transferred by inheritance or succession.

The reorganization or liquidation of an LLC is carried out either by the decision of its participants (unanimous), or by a court decision in case of violation by the company of the requirements of the law, or as a result of bankruptcy. The basis for making these decisions may be, in particular:

Expiration of the term specified in the constituent documents;

Achievement of the goal for which the society was created;

Recognition by the court of the registration of the company as invalid;

Refusal of participants to reduce the authorized capital in case of incomplete payment during the first year of the company's activity;

Decrease in the value of net assets below the minimum allowable amount of the authorized capital at the end of the second or any subsequent year;

Refusal to transform an LLC into a JSC, if the number of its participants has exceeded the statutory limit and has not decreased to this limit during the year.

Additional liability companies.

Members of a company with additional liability are liable with all their property.

Joint stock companies.

Recognizes as a joint-stock company such a company, the authorized capital of which is divided into a certain number of shares, and its participants 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.

Open JSC a company is recognized whose members can alienate their shares without the consent of other shareholders. V closed JSC there is no such possibility and shares are distributed among its founders or other predetermined circle of persons.

The centuries-old history of the development of this institution has developed two main areas of ensuring the rights of JSC partners to safely conduct business: property guarantees and constant control over the activities of the JSC administration, based on the appropriate system of procedures and information openness.

The authorized capital serves as a tool for ensuring property guarantees in relations with JSCs. It is made up of the par value of shares acquired by the participants and determines the minimum size of the JSC's property that guarantees the interests of its creditors. If at the end of any financial year, starting from the second, the value of the net assets of the JSC turns out to be less than the authorized capital, the latter must be reduced by an appropriate amount. Moreover, if the specified value becomes less than the minimum allowable size of the authorized capital, such a company is subject to liquidation.

A contribution to the property of a JSC can be money, securities, other things or property rights, or other rights that have a monetary value. At the same time, in cases stipulated by law, the assessment of participants' contributions is subject to an independent expert review. This requirement brings Russian legislation closer to the rules developed in other countries to combat unfair practices in the formation of authorized capital.

The minimum authorized capital of a JSC is 1000 times the minimum monthly wage (as of the date of submission constituent documents for registration).

JSCs can only issue registered shares.

Emergence board of directors in the management system pursues a single goal - to protect the interests of the participants in society in the context of the isolation of the management function. It is the selection of some of the participants as managers or the emergence of hired managers that can lead to a discrepancy between the direction of the society's activities and the views on this issue of the other participants who do not perform managerial functions. The general meeting is an ideal tool in this regard, but the more participants there are in the community, the more difficult it is to bring them all together. This contradiction is resolved by creating a special body consisting of shareholders (or their representatives), endowed with all the powers that the general meeting considers necessary not to be included in the competence of the board, but is not able to implement itself. Such a body, formed in the form of a board of directors or a supervisory board, should be in the structure of any company with a sufficiently large number of participants, regardless of its specific type.

According to the board of directors (supervisory board) is created in JSCs, which include more than 50 members; this means that in a JSC with a smaller number, such a body is created at the discretion of the shareholders. The board of directors has not only control but also administrative functions, being the supreme body of the company in the period between general meetings of shareholders. His competence includes the solution of all issues of JSC activities, except for those that are attributed to the exclusive competence general meeting.

3. Production cooperative.

Defined in the Russian Federation as a voluntary association of citizens on the basis of membership for joint economic activities based on their personal participation and the combination of property shares.

The property transferred as share contributions becomes the property of the cooperative, and part of it can form indivisible funds - after that the assets can decrease or increase without being reflected in the charter and without notifying creditors. Naturally, such uncertainty (for the latter) is compensated by the subsidiary liability of the members of the cooperative for its obligations, the size and conditions of which must be established by law and the charter.

Of the management features in production cooperative it is worth noting the principle of voting at the general meeting of participants, which is the supreme governing body: each participant has one vote, regardless of any circumstances. Executive bodies are board or chairman , or both together; if the number of participants is more than 50, a supervisory board can be created to control the activities of the executive bodies. Among the issues within the exclusive competence of the general meeting, in particular, is the distribution of profits and losses of the cooperative. Profit is distributed among its members in accordance with their labor participation in the same way as property in the event of its liquidation, remaining after the satisfaction of creditors' claims (this procedure can be changed by law and the charter).

A cooperative member can voluntarily withdraw from it at any time; at the same time, it is possible to exclude a participant by a decision of the general meeting. The former participant has the right to receive, after the approval of the annual balance sheet, the value of his share or the property corresponding to the share. The transfer of a share is allowed to third parties only with the consent of the cooperative, and other members of the cooperative have in this case the pre-emptive right to purchase; the organization, in the event other participants refuse to purchase (with a ban on its sale to third parties), is not obliged to buy out this share itself. Similarly to the procedure established for LLC, the issue of inheritance of a share is also resolved. The procedure for levying execution on a share of a participant for his own debts - such collection is allowed only if there is a lack of other property of this participant, but it cannot be levied on indivisible funds.

Liquidation of a cooperative is carried out on traditional grounds: a decision of a general meeting or a court decision, including due to bankruptcy.

The initial contribution of a cooperative participant is set at 10% of his share contribution, the rest is paid in accordance with the charter, and in the event of bankruptcy, it may be necessary (also in accordance with the charter) to make limited or unlimited additional payments.

Cooperatives can carry out entrepreneurial activity only insofar as it serves to achieve the goals for which they were created, and corresponds to these goals (public and religious organizations, foundations, non-profit partnerships and autonomous non-profit organizations have the same rights in this respect; institutions have the right to engage entrepreneurship is not recorded, although there is no direct prohibition).

4. State and municipal UP.

To state and municipal unitary enterprises(UE) includes enterprises that are not endowed with the ownership of the property assigned to them by the owner. This property is in state (federal or federal subjects) or municipal property and is indivisible. There are two types of unitary enterprises:

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

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

The charter of a unitary enterprise is approved by the authorized state (municipal) body and contains:

· The name of the enterprise with an indication of the owner (for state-owned - with an indication that it is state-owned) and location;

· The procedure for managing activities, the subject and objectives of the activity;
· The size of the authorized fund, the procedure and sources of its formation.

The authorized capital of a unitary enterprise is fully paid by the owner prior to state registration. The size of the authorized fund is not less than 1000 minimum monthly wages as of the date of submission of documents for registration. If the value of net assets at the end of the financial year is less than the size of the authorized capital, then authorized body is obliged to reduce the authorized capital, about which the company notifies the creditors. A unitary enterprise can create subsidiary UE by transferring part of the property to them for economic management.