Introduction Practical psychology is one of the “youngest” specialties that has actively entered our reality on the wave of humanization public life at the end of the 20th century In today's Russia it has become an integral sign of modernity. If profession

5.7. Organizational and legal forms and legal regime of entrepreneurial activity Business law is a branch of Russian law, which is a set of legal norms governing entrepreneurial relations and closely related to them

Big brother of small business One day, a friend of mine decided to make money. What did he not do for this? He threw himself into various adventures until he spent all his money. After this, he decided to get a job. And where did he work after that?

1.3. Organizational and legal basis for the enterprise's activities

In accordance with the Civil Code of the Russian Federation, a legal entity is an organization that has separate property in ownership, economic management or operational management and is liable for its obligations with this property, can acquire and exercise property and personal non-property rights in its own name, bear obligations, be a plaintiff and defendant in court. Legal entities must have an independent balance sheet or estimate.

Legal entities in respect of which their participants have rights of obligations include business partnerships and societies, production and consumer cooperatives. Legal entities to whose property their founders have ownership or other proprietary rights include state and municipal unitary enterprises, as well as owner-financed institutions. To legal persons in respect of which their founders (participants) do not have property rights include public and religious organizations (associations), charitable and other foundations, associations of legal entities (associations and unions).

Legal entities can be organizations that pursue profit as the main goal of their activities (commercial organizations) or do not have profit as such a goal and do not distribute the profits between participants (non-profit organizations). Non-profit organizations can carry out entrepreneurial activities only insofar as this serves to achieve the goals for which they were created.

Legal entities

Commercial organizations

Non-profit organizations

Business partnerships and societies

Production cooperative (artel)

State and municipal unitary enterprises

Consumer cooperative (union, partnership)

Economic partnerships (HT)

Economic societies (ES)

On the right of economic management

HT on faith (limited partnership)

With the right of operational management (federal government enterprise)

HO limited liability company

Joint-Stock Company

HO with additional responsibility

Public and religious organizations (associations)

Associations of legal entities

Open JSC

Closed JSC

Rice. 1.1. Organizational and legal forms of legal entities (Sklyarenko V.K., Prudnikov V.M., Akulenko N.B., Kucherenko A.I. Enterprise Economics (in diagrams, tables, calculations): Textbook. M., 2002. P.8.)

According to their organizational and legal form, legal entities that are commercial organizations in accordance with the Civil Code of the Russian Federation can be classified as follows:

business partnerships – general partnership, limited partnership (limited partnership);

business companies – limited liability companies, additional liability companies, joint stock companies (open and closed types);

state and municipal unitary enterprises – based on the right of economic management and operational management;

production cooperatives (artels).

The classification of enterprises as legal entities depending on the goals of economic activity and organizational and legal form is presented in Fig. 1.1 (for more details, see Chapter 4 of the Civil Code of the Russian Federation).

In the world market economy, other associations of entrepreneurs (organizational and economic forms) are created and operate:

1) associations - associations, unions of persons, organizations established by the state;

2) corporations - joint-stock associations of several companies in order to achieve their common goal and protect privileges;

3) trusts - associations of enterprises (a form of monopoly) without the right of legal entity and financial independence, subordinate to a single management;

4) syndicates - associations of entrepreneurs (one of the forms of monopoly) and all commercial activities (prices, sales of products) while maintaining the legal independence of all enterprises included in it;

5) cartels - associations of firms, companies for joint activities while maintaining a legal entity and production independence;

6) concerns - associations of industrial and commercial enterprises subordinate to centralized financial control and management;

7) consortia - associations operating on the basis of a temporary agreement between banks and industrial enterprises for the placement of loans, financial, commercial transactions, investments, etc.;

8) conglomerates - associations of enterprises belonging to various sectors of the economy and not related to direct production cooperation;

9) holding companies - associations that have control over other companies through ownership of their shares and cash capital or the right to appoint directors of controlled companies.

The economic basis of market relations in Russia is property, the forms of which are equally protected by state legislation.

The creation of enterprises is based on the principles defined by law (regardless of the form of ownership) and goes through several stages:

the emergence of an idea to create a new enterprise;

identifying opportunities for using new technologies, equipment and communications;

study of the market, volume of demand, etc.;

selection of suppliers of raw materials and other production factors;

selection of co-founders;

determination of financial opportunities, sources and financial justification;

carrying out organizational events to create enterprises depending on the form of ownership;

state registration, printing production, stamps, registration with the state tax service, etc.

In accordance with the Regulations on State Registration of Business Entities, registration is carried out by local authorities. Refusal of registration is possible only if violations of existing laws are detected.

The drawn up state registration act is valid for 30 days from the date of issuance of the temporary certificate.

To subsequently register the status of a legal entity, you must:

1) obtaining codes OKPO (all-Russian classifier of enterprises and organizations) and OKONH (all-Russian classifier of organizations by type of activity) from state statistics bodies;

2) registration with the tax office;

3) a certificate from the Ministry of Finance of the Russian Federation confirming that the enterprise is included in the state register;

4) opening a current account in a bank and depositing 50% of the authorized capital into this account;

obtaining permission from the police to make seals and stamps;

print order.

Upon fulfillment of these requirements and the expiration of 30 days, having passed the temporary certificate, the entrepreneur, having received a permanent certificate as an economic entity, acquires legal independence and legal capacity.

Thus, education (institution) can occur through:

– establishment of a new enterprise (co-foundation), i.e. independent formation of the authorized capital or contribution by co-founders of certain shares, contributions to the authorized capital of the established enterprise;

– entry into the field of entrepreneurship;

– buyout of a partner’s share;

– entry into the field of entrepreneurship through inheritance.

All these forms of foundation are included in entrepreneurial activities provided for by the legislation of the Russian Federation.

The founders can be:

state and municipal local governments;

capable citizens, individual entrepreneurs;

legal entities;

business companies (state and municipal) when creating subsidiaries;

Foreign citizens;

voluntary associations of citizens (based on personal labor participation and share contributions);

funds of business companies for carrying out entrepreneurial activities.

The number of founders is not limited by law, except for closed joint stock company.

The size of the authorized capital (fund) of an enterprise is regulated by the Civil Code of the Russian Federation and laws on individual organizational and legal forms in civil circulation.

Constituent documents include:

– charter of the enterprise (for any form of ownership);

– founders’ agreement (if there are two or more founders);

– application of the founder or person authorized to carry out state registration.

At the meeting of founders the following issues are considered:

– about the organization and company name of the enterprise;

– on the adoption of the charter;

- about the choice of director.

With the transition of the Russian economy to market relations and the inclusion of the country in the world system of foreign economic relations, foreign investors flocked to Russia. New markets, cheap labor, and the presence of favorable natural resources (especially oil and gas, forestry, metallurgy, etc.) attract the possibility of obtaining super-profits.

In the Russian Federation, enterprises with foreign investment, independent or joint, are created in the form of:

– enterprises with equity participation of foreign investments (joint) subsidiaries and branches;

enterprises wholly owned by foreign investors;

– branches of foreign legal entities.

Objects of investment investments can be:

– newly created and modernized fixed assets in economic sectors;

– securities, targeted cash deposits, scientific and technical products, rights to intellectual property, property rights.

The procedure for liquidating an enterprise is determined by Art. 63 of the Civil Code of the Russian Federation. Liquidation (termination of enterprise activity) is carried out by the liquidation commission under the following circumstances:

– the decision of its founders or the expiration of the legal entity;

– merger of enterprises into larger ones with a single centralized management system;

– joining through production and technological cooperation;

– division into a number of independent economic or legal entities;

– separation from a number of merged ones into an independent or parent enterprise;

– transformation into a different organizational and legal form with the consent of the workforce.

Liquidation by court decision is possible in the following cases:

– insolvency of the enterprise;

– engaging in activities prohibited by law;

– bankruptcy and business insolvency arising from a court decision declaring this collapse, placing full blame for errors or illegal actions on the insolvent debtor.

Liquidation is considered completed after making an entry in the Unified State Register of Legal Entities, and the enterprise is considered liquidated as a legal entity.

A legal entity is recognized as an organization that has separate property in ownership, economic management or operational management and is liable for its obligations with this property, can, in its own name, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court.

Legal entities must have an independent balance sheet and can be commercial or non-commercial:

• · commercial companies have profit as the main goal of their activities;
• · non-profits do not aim to make a profit and do not distribute the profits between participants.

Legal entities that are commercial organizations can be created in the form business partnerships and societies, production cooperatives, state and municipal unitary enterprises.

Legal entities that are non-profit organizations can be created in the form of consumer cooperatives, public or religious organizations (associations), owner-financed institutions, charitable and other funds, as well as in other forms provided by law

A legal entity must be registered in the unified state register of legal entities in one of the organizational and legal forms provided for by this Code.

After state registration, the enterprise is recognized as a legal entity and can participate in economic turnover.

In a market economy, the most common participants in entrepreneurial activity and property relations are business partnerships and business societies.

In accordance with the Civil Code of the Russian Federation, partnerships act as associations of persons. This means that members of the company must participate in its activities, therefore, they can be participants in only one partnership. Business partnerships can be created in the form general partnership and limited partnerships.

Societies exist only as associations of capital, so their members can simultaneously participate in several different societies. At the same time, both individuals and legal entities can participate in societies and partnerships.

In the modern Russian economy, registration in the form of business entities is more common. Companies are a business organization associated with the limitation or exclusion of the liability of their participants for the debts of the company. Members of the company are not obliged to participate in its activities, therefore special bodies of the company are formed and the entire management structure is reflected in the charter of the company. Supreme body is the general meeting of the company's participants. Currently, three types of business companies can be created.

Limited liability company (LLC) is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents; Participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company to the extent of the value of their contributions.

The authorized capital of a limited liability company is made up of the value of the contributions of its participants. This organizational and legal form is common among small and medium-sized enterprises. The corporate name of a limited liability company must contain the name of the company and the words “limited liability”. The number of participants in a limited liability company should not exceed fifty. Otherwise, it is subject to transformation into a joint-stock company within a year, and upon expiration of this period - to liquidation in court, if the number of its participants does not decrease to the limit established by law. The LLC operates on the basis of the memorandum of association and articles of association.

An additional liability company (ALS) is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. The participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company. In the event of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the remaining participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided for by the constituent documents of the company. The name of an ALC must contain the phrase “additional liability company.”

A joint stock company (JSC) is a company whose authorized capital is divided into a certain number of shares. Participants in a 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 the shares they own. Shareholders who have not fully paid for the shares bear joint liability for the obligations of the joint stock company to the extent of the unpaid portion of the value of the shares they own. The constituent documents of the joint-stock company are the charter and the “establishment agreement”. A JSC can be open or closed, which is reflected in its charter and corporate name.

An open joint-stock company (OJSC) is a company whose participants can alienate their shares without the consent of other shareholders. Such a joint stock company has the right to conduct an open subscription for the shares it issues and their free sale under the conditions established by law and other legal acts. An open joint stock company is obliged to annually publish for public information an annual report, balance sheet, and profit and loss account.

Closed Joint Stock Company (CJSC) is a company whose shares are distributed only among its founders or other predetermined circle of persons. Such a company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons. Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company.

The constituent document of a joint stock company is its charter. The authorized capital of a joint-stock company is made up of the par value of the shares of this joint-stock company that were acquired by the shareholders. The highest governing body of a joint stock company is the general meeting of shareholders. The meeting of shareholders may appoint a board of directors with its chairman in the event that total number shareholders exceed 50 people.

Any enterprise is established by its owners to achieve certain goals and solutions certain tasks- this is recorded in the constituent documents. When choosing types of activities (production, work, provision of services), entrepreneurs proceed from their goals and objectives and are guided by the following factors:

• 1) profitability on invested capital or sales volume (a commercial organization may have the goal of obtaining and maximizing profit);
• 2) legislative foundations of business - types of activities must be permitted for production by any enterprise;
• 3) the availability or ease of obtaining permits for these types of activities;
• 4) the availability and accessibility of resources and means for the production of products, works, services (raw materials, raw materials, machinery, equipment, technologies, skilled labor, land plots or land use rights, opportunities for quick acquisition);
• 5) benefits and guarantees in a given field of activity and in a given territory (support from the state and regional authorities, tax-free zones);
• 6) capacity consumer market(presence of demand for these goods, its magnitude and duration);
• 7) insignificant commercial risk, its minimization;
• 8) the presence of a developed business infrastructure;
• 9) mentality or preferences of the founders.

Certain types of activities can be carried out only by state enterprises or only on the basis of a special permit - license. License - a special permit to carry out a specific type of activity, subject to mandatory compliance with licensing requirements and conditions, issued by a licensing authority to a legal entity or individual entrepreneur. Licensed types of activities include types of activities, the implementation of which may entail damage to the rights, legitimate interests, health of citizens, defense and security of the state, the cultural heritage of the peoples of the Russian Federation and the regulation of which cannot be carried out by methods other than licensing. The validity period of the license cannot be less than five years. The validity period of the license upon its expiration may be extended at the request of the licensee. Extension of the validity period of a license is carried out by re-issuing a document confirming the availability of a license. Provisions on licensing of specific types of activities may provide for an unlimited validity of the license. A legal entity can engage in certain types of activities, the list of which is determined by law, only on the basis of a license. Construction products and construction activities themselves are associated with supporting human life. If construction is carried out from low-quality or environmentally harmful materials, then its results can have a destructive effect, both on humans and on environment. Therefore, almost all types construction activities are subject to licensing, that is, they must have a special permit to perform them.

In the Russian Federation, construction activities are licensed. It is one of the instruments of state regulation of investment and construction activities. To obtain a license for construction activities, an organization (licensee) must submit the following documents to the licensing authority:

1) an application for a license indicating the legal details, the type of construction activity, special conditions for the implementation of the licensed type of construction activity, the validity period of the license;

a copy of the constituent documents;

a copy of the certificate of state registration of a legal entity;

a document confirming payment for consideration of an application for a license;

a certificate from the tax authority regarding registration;

information on the qualifications of specialists and workers;

information about the regulatory and technical base;

information about the work quality control system;

information on the organization of labor protection and the environment, on the conditions for compliance with fire safety;

certificate from the insurance company regarding construction risk insurance;

The decision to issue a license is made within 30 days from the date of receipt of all necessary documents. The license is issued for a period of less than three years (at the request of the applicant, the period can be reduced), drawn up on a standard form, signed by the head of the licensing authority and certified by the seal of this authority. The basis for refusal to issue a license may be the presence in the documents submitted by the applicant of unreliable, false or distorted information and a negative expert opinion.

Next, we will consider the possibilities, causes and signs of bankruptcy of a legal entity. Bankrupt (German: Bankrott - insolvent) is an insolvent debtor unable to satisfy the demands of his creditors. Bankruptcy does not arise from losses in the activities of the enterprise, but from a lack of payment (i.e., working) funds. Any commercial organization, as well as a consumer cooperative and a charitable or other foundation, can be declared bankrupt. Bankruptcy issues are regulated by the federal law “On Insolvency (Bankruptcy)”. The decision to declare bankruptcy can be made by the court or the legal entity itself together with its creditors. The law specifies the following signs of bankruptcy:

citizen is considered unable to satisfy the claims of creditors for monetary obligations and (or) fulfill the obligation to make obligatory payments if the corresponding obligations and (or) obligations are not fulfilled by him within three months from the date of their fulfillment and if the amount of his obligations exceeds the value of his property .

legal a person is considered unable to satisfy the claims of creditors for monetary obligations and (or) fulfill the obligation to make mandatory payments if the corresponding obligations and (or) obligations are not fulfilled by him within three months from the date of their fulfillment.

Distinguish the following types bankruptcy:

• 1) depending on who goes to court - voluntary and forced;
• 2) depending on the reasons that caused this condition - ordinary, fictitious (voluntary appeal to the arbitration court if there is sufficient property to pay off debts) and intentional (due to the fault of the founders, managers, competitors, partners and other persons).

When considering a bankruptcy case of a debtor - a legal entity, the following bankruptcy procedures are applied:

observation;

external management;

bankruptcy proceedings;

settlement agreement;

other bankruptcy procedures provided for herein Federal law. When considering a bankruptcy case of a debtor-citizen, the following bankruptcy procedures are applied:

bankruptcy proceedings;

settlement agreement;

other bankruptcy procedures provided for by law. There are many reasons for bankruptcy. If we do not consider fictitious bankruptcies, the reasons may be: competition, high taxes, unreasonable expansion of the business, rising costs of resources, unscrupulous partners, their bankruptcy, unqualified enterprise management, etc. Entrepreneurs must adhere to certain rules in order to reduce the likelihood of insolvency for themselves:

establish economic relations for the purchase and sale of products within a certain region;

create regional unions and associations;

use a system of futures transactions for the supply of materials;

check the reliability and solvency of partners when concluding transactions;

take into account possible changes in prices for materials in contracts when justifying the contract price;

create multi-industry enterprises by diversifying production;

carry out marketing research, develop a strategy for the enterprise’s behavior in the market

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ORGANIZATIONAL AND LEGAL FRAMEWORK OF ENTERPRISE OPERATIONS

Module 1. Property rights and forms of ownership

The Civil Code of the Russian Federation establishes 6 real rights:

Ownership

The right to lifelong inheritable ownership of a land plot

The right to permanent (indefinite) use of land

Easement (right to limited use of real estate)

The right to economic management of property

The right to operational property management

The listed property rights, like molecules from atoms, are composed of several elementary rights

There are three such elementary rights:

(Article 209 of the Civil Code, paragraph 1)

What is the essence of these rights?

Right to use property -

this is the right to conduct with the help of this property

economic activity.

The right of ownership is the right to protect property from the actions of others.

The right of disposal is the right to sell, transfer (for example, for rent), donate, pledge (for example, in a bank).

1. Ownership.

The only complete combination of the three elementary rights is ownership. All other property rights arise as a result of the owner transferring part of his rights to property to other economic entities. This can be seen even from the names of some derivative real rights.

The owner has the right to perform any actions in relation to his property without violating legal rights and the interests of other persons. The owner also assumes the responsibility for maintaining the property and bears the risk of its damage or destruction, but he can assign them under the contract to another person.

The Civil Code of the Russian Federation establishes three initial forms of ownership: private, state and municipal. The form of ownership is determined by the legal status of the owner. Any combination of these forms that arises when a legal entity is created by founders with different legal status is called a mixed form of ownership.

The relationship between the status of owners and forms of ownership

2. The right to lifelong inheritable ownership of a land plot.

The subject of this right is only the farmer (chapter peasant farm), who after death can bequeath his right heirs.

· Rights possessions And use transmitted in full, without restrictions.

· Law orders land is transferred in a limited form - you can only rent out a plot of land without the consent of the owner, but you cannot sell, donate, or even mortgage.

3. The right to permanent (indefinite) use of the land plot.

The subjects of this right can be individuals and legal entities property entrepreneurship founder right

· Only right possessions transferable in full, without restrictions.

· Rights use And orders land is transferred with restrictions.

The property can only be used for purposes agreed upon with the owner (for example, to build specific object, extract specific minerals). It can only be disposed of by leasing it, but only by agreement with the owner.

4. Easement.

Only the right is transferred use real estate, and for pre-agreed purposes:

To pass or travel to your territory

For laying and operating communications (cable, pipeline, overhead power network, etc.)

In other legitimate interests that cannot be ensured without the establishment of an easement

An easement is established by agreement of the parties. In this case, a written agreement must be drawn up, subject to registration as a real estate transaction. The owner has the right to demand payment for the easement in the agreement. If the parties cannot agree, the matter is resolved in court.

5. The right to manage property

The object of this right is only property that is in state or municipal ownership. The subjects of this right are only unitary enterprises(which have 1 founder)

According to the status of the founder, unitary enterprises are of three types: 1) Federal State Unitary Enterprise (SUE)

2) State Unitary Enterprise of the Republic of Tatarstan (or another subject of the federation)

3) Municipal unitary enterprises (MUP). In Tatarstan, instead of municipal ones, until 2002 there were communal unitary enterprises - as a manifestation of legislative sovereignty.

All three elementary rights are transferred to the state unitary enterprise or municipal unitary enterprise in a limited form.

· Use And possession- in the manner prescribed by the Charter of the State Unitary Enterprise or Municipal Unitary Enterprise

· Order- movable property without agreement with the owner, real estate with agreement with the owner

State unitary enterprises and municipal unitary enterprises are commercial organizations, i.e. must make a profit. However, the strong interference of administrative state or municipal bodies in the activities of enterprises makes them, as a rule, unprofitable. As a result, they are often financed from the budgets of territorial administrative entities.

6. The right to operational management of property.

The object of this right is only property that is in federal state ownership. The subjects of this right are only state-owned enterprises (KP) and institutions.

All three elementary rights are also transferred in a limited form.

· Use And possession- in the manner prescribed by the Charter of the Communist Party and the state order, mandatory for execution.

· Order- any property in agreement with the owner (an exception may be made for independent sale of products)

Property rights are important not in themselves, but because they are vested in enterprises of certain organizational and legal forms (OPF).

The relationship between real rights and organizational and legal forms of entrepreneurship

Moving on to the consideration of the organizational and legal forms of enterprises, this term should be distinguished from the term “organizational and economic forms” of entrepreneurship (OEF). The difference is that OPF determine the procedure for the creation and conditions of activity of separate, legally independent enterprises, and OEF determine the procedure for carrying out joint activities of two or more independent enterprises.

There are two types of OPF: with and without the formation of a legal entity (LE).

The Civil Code of the Russian Federation provides for the only possibility of conducting business activities without forming a legal entity. To do this, a citizen of the Russian Federation must obtain the legal status of an individual entrepreneur (IP). Traditionally, the term PE is also used to denote this form, and documents often indicate the dissonant abbreviation PBYUL. This form also includes the chapter farm(GFC).

Entrepreneurial activity with the formation of a legal entity can be carried out in several forms:

Business partnership or company (HTO)

Production cooperative

Unitary enterprise

State-owned enterprise

Each of the organizational and legal forms can be considered from several points of view. Let's consider the procedure for creating an enterprise, the composition and content of constituent documents, the rights and obligations of participants, their property liability, the bodies and procedure for managing the enterprise, the procedure for reorganization and liquidation.

To save space and time, we will dwell in more detail only on that information that does not repeat what was previously said regarding previous OPFs. If there is a match, we will refer to these previous OPFs

Module 2. Organizational and legal forms of entrepreneurship based on the full responsibility of the founders

INDIVIDUAL ENTREPRENEUR (or GFC)

Article 23 of the Civil Code of the Russian Federation states: “A citizen has the right to engage in entrepreneurial activity from the moment of state registration as an individual entrepreneur.” Thus, the constituent document of an individual entrepreneur can conditionally be considered the “Certificate of State Registration”.

Formally, registration is of a notification nature; refusal to register can only be associated with incorrect execution of documents.

The content of the “Certificate” is quite short and fits on one sheet: date of issue, registration number, full name, address (registration) and declared types of business activity.

The place of registration changed periodically. At first, this procedure was left to the heads of administrations, then to the State Registration Chamber under the Ministry of Justice of the Republic of Tajikistan, and now the district inspectorates of the Ministry of Taxes and Duties of the Russian Federation are doing this. This is a very profitable occupation - state registration! It’s so addictive that from time to time you have to give the registrars a slap on the wrist.

Property liability of individual entrepreneurs full. This means that he is responsible for his obligations to partners and the state with all his property. If it is impossible to pay the debts, the partners go to court with a claim for bankruptcy of the individual entrepreneur. If an individual entrepreneur is declared bankrupt, the registration of an individual entrepreneur is canceled, the property is described and sold.

Some types of business activities require a license. Licenses in the Republic of Tajikistan are issued, as a rule, by line ministries and departments (committees). To obtain and renew a license, you must obtain a document called certificate of conformity. It certifies compliance of work conditions and product quality with State standards.

The certificate is issued by the territorial body of the State Committee of the Russian Federation for Standardization and Metrology. In the Republic of Tatarstan this is the Center for Standardization and Metrology of the Republic of Tatarstan. The certificate is issued on the basis Certificate of performance excellence assessment or Product quality assessment certificate. The assessment is carried out by a special commission for certification tests.

IN general outline the procedure for certification and licensing is similar for all public enterprises , so we will not mention this procedure further.

Majority OPF with creationlegal entity unite under the name “Economic Partnerships and Societies” (HTO). There are five such OPFs: general partnership, limited partnership, limited liability company, additional liability company, joint stock company in two varieties: closed or open.

Everyone has CTO general signs:

These are commercial organizations with share capital divided into shares of the founders.

They are created by the decision of the participants, who conclude an appropriate agreement on this matter.

They are subject to registration and inclusion in the Unified State Register of Legal Entities.

The founders' contributions, products, cash income and property acquired with them belong to the HTO on the right of ownership.

HTOs can be founders of other HTOs and simple partnerships

Inalienable rights of CTO participants:

participate in enterprise management and profit distribution

get acquainted with the documentation and receive any other information about the activities of the enterprise

after liquidation, receive part of the property remaining after paying off creditors

Responsibilities of HTO participants:

make contributions in the amount, form and within the terms provided for by the Constitution. agreement

do not disclose confidential information about the company

However, there is one fundamental difference in the responsibilities of the founders (participants) of Partnerships from Companies:

Comrades carry, and members of Societies don't carry liability for the obligations of the legal entity they created.

(with some exceptions)

Procedure for liquidation of chemical waste products

by decision of the meeting of founders (such a decision can only be made unanimously)

by court decision (for example, when creditors file a bankruptcy claim)

under the conditions provided for in the Memorandum of Association (for example, when at least one partner leaves the partnership).

GENERAL PARTNERSHIP (PT)

It is considered created from the moment of state registration (like all legal entities). Constituent document PT is General partnership agreement. The persons who signed the PT Agreement (among them there may be both individuals and legal entities) are referred to in it as General Partners.

Persons who have signed the PT Agreement can be General Partners in only one PT.

The main components of the content of the Memorandum of Association of PT:

A) Name of the legal entity. The name of a private enterprise must contain the words “General Partnership” followed by the names of all general partners or one partner with the addition of the words “... and company”.

B) Location.

C) The size and composition of the share capital. The contribution can also be intangible assets (knowledge, experience, connections, patents), and their monetary value is given by the partners themselves by mutual agreement.

Everything contributed, as well as products produced and cash income are the property of the partnership

D) The procedure for making and changing shares: at least 50% is paid before registration, the rest within the period specified in the Memorandum of Association, but not more than a year.

E) Responsibility for violating this order: penalties at the rate of 10% per annum of the unpaid deposit amount (it can be done differently, but the penalty must be provided)

E) The procedure for managing affairs and concluding transactions on behalf of PT

The governing body is the general meeting of General Partners. Decisions at this meeting may be made either by general agreement or by majority vote(the Memorandum of Association specifies specific issues that can be resolved using one or another procedure).

Votes can belong either to 1 to each full partner, or in proportion to shares in the share capital.

Deal on behalf Sweat may be

or by all comrades at the same time (signatures of all comrades)

or some who have a written power of attorney signed by all partners.

G) Profit distribution procedure

Profits may be distributed among partners provided

CHA > SK

Here SK is the share capital; NA - net assets; NA = SA - CO

CA - total assets; CO - total liabilities.

Profit is distributed in proportion to shares in the share capital. Another procedure can be established, but no partner can be excluded from sharing in profits or losses. He cannot be released from obligations for the debts of the partnership.

All General Partners are jointly and severally liable for the obligations of the PT with all their property. But if the debts of the enterprise do not exceed the share capital, then they are distributed among the General Partners in proportion to their shares.

H) The procedure for liquidating a PT: it is liquidated on grounds common to all HTOs, as well as in a special case - if after the withdrawal of several Full Partners there is only one participant left.

PARTNERSHIP ON VERE (TnV)

(second name: LIMITED PARTNERSHIP)

We will only note the differences between TnV and PT, since in the basic conditions of activity these two OPFs coincide.

There are two types of participants in TnV:

general partners (with all the rights and obligations specified for PT)

investors (commanders)

Features of participation of investors in the creation and activities of a limited partnership:

o They do not conduct business activities

o They do not sign the Foundation Agreement of TnV, but receive a “Certificate of Participation” indicating the amount of the contribution

o Not mentioned in the name of the partnership and in the Memorandum of Association (the Agreement indicates only the total share of all investors)

o May be investors in other TNV

o Bear the risk of loss only in the amount of their contribution

o Have inalienable rights of participants of the HTO (except for participation in the management of the affairs of the enterprise)

An additional reason for the liquidation of TnV is the exit of all investors. But if the General Partners wish, in this case it is possible to reorganize the TnV into a PT. Reorganization, in contrast to simple liquidation, entails the legal succession of the new legal entity in relations with the partners of the old legal entity and with the state.

Module 3. Organizational and legal forms of entrepreneurship based on limited liability of founders

Let's move on to consider Business Companies. Let us once again note their fundamental difference from Partnerships: Full partners bear, and participants in Societies don't carry liability for the obligations of the legal entity they created (with some exceptions).

LIMITED LIABILITY COMPANY

There are two constituent documents in an LLC:

Memorandum of association(all participants sign it)

LLC Charter(approved by the general meeting and signed by the director)

An LLC can be formed by one person, and if there is only one founder, only the LLC Charter is registered.

The sole founder of an LLC cannot be another entity consisting of one person

The share capital of an LLC is called Authorized Capital. The authorized capital of an LLC cannot be less than 10 minimum sizes wages (minimum wage)

Participants who have not paid their deposits in full are liable for the obligations of the LLC to the extent of the unpaid portion of the deposits

The number of LLC participants is limited by law (20 people); if this is exceeded, the LLC must be transformed into a JSC

The condition for profit distribution is the same as in Partnerships: NA>UK

If, at the end of the year, the capital is > NA, then the capital should be reduced, and the LLC should be re-registered. All creditors are notified of this and are given the right to collect debts early.

If, at the end of the year, net assets are less than the minimum allowed authorized capital, bankruptcy proceedings must be initiated.

The governing bodies of the LLC have a two-tier structure:

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The exclusive competence of the General Meeting includes:

Change of the Charter and the Criminal Code

Formation and termination of powers of the executive body

Approval of annual reports and balances (including profit distribution)

Reorganization and liquidation

Election of the audit commission (auditor)

As always, at the general meeting, decisions are made by voting. The Charter determines the method of voting on various issues (simple majority, qualified majority of 2/3, 3/4 or unanimously).

The liquidation of an LLC is carried out on general grounds; it is possible to reorganize the LLC into a joint-stock company or into a production cooperative.

COMPANY WITH ADDITIONAL LIABILITY

The Civil Code of the Russian Federation specifies the only difference between an ALC and an LLC: joint liability for the obligations of the ALC, but not with all the property, but only in a multiple of the amount of the contribution. The frequency is established in the Charter of the ALC.

JOINT STOCK COMPANIES

Let us first consider the general characteristics of all joint stock companies.

General conditions for the creation of Joint Stock Companies: the creation of a joint stock company begins with the conclusion “Agreement on the procedure for joint activities to create a joint stock company”. After signing the Charter of the JSC, this agreement loses its force as fulfilled.

The minimum authorized capital of a joint-stock company is 100 minimum wages. Increasing the initially established authorized capital is possible in two ways:

additional issue of shares

increase in the par value of shares

To attract additional funds, the joint-stock company can also issue bonds, but in the amount of no more than one authorized capital and only after it has been fully paid by the shareholders.

The authorized capital of a joint-stock company is divided into shares. There are two types of shares - ordinary (voting) and preferred. The share of preferred shares is no more than 25% of the authorized capital. Owners of preferred shares have rights similar to those of investors in TnV.

The profit distribution condition NA > UK operates as in an LLC. It is clear that with such a requirement it is impossible to increase the capital capital to cover the losses of the enterprise.

JSC management bodies have a two or three-tier structure:

The liquidation of a JSC is carried out on general grounds; it is possible to reorganize the JSC into a limited liability company or into a production cooperative.

Below is a brief summary of the differences between Closed and Open JSC.

6a. CLOSED JOINT STOCK COMPANY

CJSC distributes voting shares only among its founders, and preferred shares among other persons the list of which is known in advance. The maximum number of participants in a closed joint-stock company is 50 persons, otherwise it must be reorganized into an open joint-stock company.

Shareholders of a closed joint stock company have a preemptive right to purchase shares of their enterprise from other shareholders.

6b. PUBLIC CORPORATION

OJSC conducts an open subscription for shares among everyone.

Shareholders of an OJSC have the right to sell (donate, transfer) shares of the enterprise without the consent of other shareholders.

An open joint-stock company is obliged to publish annually in the open press a report on its activities, a property balance sheet and a statement of profits (losses) of the enterprise.

PRODUCTION COOPERATIVE (PC)

PC is a voluntary association of citizens on the basis of membership for joint economic activities. There must be at least 5 citizens; legal entities can also join the cooperative.

The PC does not belong to the HTO, but is a commercial organization with the status of a legal entity.

The activities of the PC are based on the personal labor participation of citizens in the pooling of property shares.

The property of the cooperative consists of shares, but is not called share capital.

Constituent document - PC Charter

In addition to what is in the Charters of the Economic Organization, the Charter of the PC defines:

Nature and procedure of labor participation

Responsibility for evading labor participation

Responsibility of members of a cooperative for its debts (as in an ALC)

The controls are two or three link (as in JSC)

Module 4. Organizational and economic forms of doing business

The OPFs discussed earlier determine the operating conditions of individual enterprises.

Organizational and economic forms of entrepreneurship name the forms in which the activities of two or more independent enterprises can be combined

The Civil Code of the Russian Federation legally defines 3 forms of interaction. The first of them does not require the creation of a new legal entity - this is the so-called Simple Partnership.

1. SIMPLE PARTNERSHIP (SRP)

PrT is an association of two or more persons who have combined their property contributions and agreed to act together to make a profit (or for other purposes).

The founding document of the PrT is dsimple partnership clause(another name for this document is a joint activity agreement). The persons who signed the agreement are referred to as Partners. Only individual entrepreneurs and/or commercial organizations can be partners.

The PrT is considered created from the moment the agreement is signed, and the agreement itself is not subject to state registration. Moreover, it can be installed unspoken Team work, i.e. the very existence of the PrT is not disclosed to third parties.

Approximate contents of the PrT agreement:

Place, time and purpose of concluding the contract

Obligation of partners to join property and act together

The procedure for making and implementing joint decisions

Transfer of property contributions of comrades and their monetary valuation

The contribution can be intangible assets (knowledge, experience, connections, patents), and the assessment is given by the comrades themselves by mutual agreement. Everything contributed, as well as the products produced and cash income are the common shared property of the partnership.

Expenses and profits are distributed in proportion to the contributed shares. No one can be exempted from expenses or from sharing in profits. Partners bear joint liability for the obligations of the partnership with all their property.

The governing body of the PrT is the general meeting of comrades. A PRT can be liquidated under two circumstances:

· if the validity period of the contract has expired (but the contract can also be indefinite at the request of the partners);

· if one of the comrades demanded to leave, or became incapacitated.

2. ASSOCIATION (or UNION)

An association is a non-profit organization with the status of a legal entity, created to coordinate business activities and protect common property interests.

The association is created by the voluntary consent of enterprises, which retain their full economic independence and can freely leave the association (at the end of the financial year)

The Association does not have the right to receive business income, therefore the activities of the Association are financed by its members in the manner and in the amounts established Articles of Association and the Association Charter.

The Association can act as the founder of a new economic company and through it carry out income-generating activities. The association provides services to its members free of charge.

In international practice, those close to the association in terms of the nature of their activities are:

Syndicate is an association of enterprises for the sale of homogeneous

A cartel of products on agreed terms, including at agreed prices (price collusion). The cartel also provides for the division of market quotas.

A consortium is an association of legally independent enterprises to make large investments in any inter-industry project. In Russia, a form close to a consortium is financial-industrial groups (FIGs)

FIG - association of industrial and commercial enterprises with banks and insurance companies to concentrate material resources, finances and intellectual potential. In a financial industrial group, cross-participation in the share capital of enterprises and organizations included in the group is possible

3. MAIN, SUBSIDIARIES AND DEPENDENT COMPANIES

Consolidation of the activities of several enterprises can occur by creating a system of subsidiaries and dependent companies (LLC, ALC, JSC).

Society is recognized subsidiaries, if another (main) HTO has the opportunity to determine the economic decisions it makes. The basis for this may be a dominant share in the capital of the subsidiary or a specially concluded agreement under which the subsidiary undertakes to carry out the instructions of the main enterprise.

XO admits dependent, if another (main) HTO owns more than 20% of the authorized capital of the LLC or the voting shares of the JSC.

In international practice, such forms of combining activities are concerns and holdings. Concern - diversified, and the holding - narrow-industry a joint-stock company that controls legally independent enterprises through controlling stakes in their shares.

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