Subjects of business law can be classified according to various criteria:

1. Depending on forms of ownership allocate state, municipal, private, collective enterprises.

2. Depending on nature of economic competence subjects can be identified by the state, regions, enterprises, their subdivisions.

3. Also, enterprises are distinguished by their organizational and legal form.

Thus, it is possible to single out the subjects in the competence of which the conduct of entrepreneurial activity prevails:

1. Entrepreneurs - individuals;

2. Enterprises - legal entities;

3. Subdivisions of enterprises.

Legal status of entrepreneurs - individuals

The legal status of a citizen-entrepreneur is currently enshrined in the Civil Code of the Russian Federation.

As a general rule, the property base of individuals - entrepreneurs is property. However, this base can also be represented by leased property.

It is necessary to distinguish the legal personality of a citizen - an entrepreneur from his civil legal personality. In the field of civil law, he has a general legal personality as a person who satisfies his needs in property relations. These relationships are governed by civil law. In economic turnover, a citizen-entrepreneur has special economic competence, that is, he carries out entrepreneurial activities in the production of goods, performance of work, and provision of services.

The acquisition of the status of an entrepreneur is associated for a citizen with the need to register an individual in this capacity.

Legal status of entrepreneurs - legal entities

The subject of entrepreneurial legal relations is also a legal entity. The concept of a legal entity is enshrined in article 48 of the Civil Code of the Russian Federation: a legal entity is an organization that owns, economically or operatively manages, separate property and is responsible for its obligations with this property, can acquire and exercise property and personal non-property rights on its own behalf, and bear obligations , be a plaintiff and a defendant in court. Legal entities must have their own balance sheet or estimate.

Legal entities can be formed in the form of commercial and non-commercial organizations. The list of organizational and legal forms of these organizations is determined by the norms of Chapter 4 of the Civil Code of the Russian Federation.

A non-profit organization is an organization that does not have profit making as the main goal of its activities and does not distribute the received profit among its participants.

Legal status non-profit organizations is determined by the Civil Code of the Russian Federation, Federal Laws dated 12.01.1996 No. 7-FZ "On Non-Profit Organizations" (as amended on 30.12.2006), Federal Law "On Public Associations" dated 19.05.1995, No. 82 -FZ (as amended on 02.02.2006).

Non-profit organizations can be created to achieve social, charitable, cultural, educational, scientific and managerial goals, in order to protect the health of citizens, develop physical culture and sports, meeting the spiritual and other material needs of citizens, protecting the rights and legitimate interests of citizens and organizations, resolving disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public goods.

Non-profit organizations can be created in the form of public and religious organizations (associations), non-profit partnerships, institutions, autonomous non-profit organizations, social, charitable and other foundations, associations and unions, as well as in other forms provided for by federal laws.

Profit from such activities is not distributed among its participants, but is directed towards achieving statutory goals.

By participating in the economic turnover, legal entities acquire the right to name. According to article 54 of the Civil Code of the Russian Federation, a legal entity has its own name, containing an indication of its organizational and legal form. An indication of the nature of the activity must be contained in a mandatory manner only in the name of unitary enterprises, as well as in other cases provided for by law.

The brand name serves as a means of individualizing the organization in economic circulation. It is subject to registration. In addition to indicating the organizational and legal form, the company name can be represented by the first or last name, or characterize the subject of activity, or be arbitrary.

The firm name of a full partnership must contain either the names (names) of all its participants and the words “full partnership”, or the name (name) of one of several participants with the addition of the words “and company” and the words “full partnership” (Article 69 of the Civil Code of the Russian Federation) ...

The firm name of a limited partnership must contain either the names (names) of all general partners and the words "limited partnership" or "limited partnership", or the name (name) of at least one full partner with the addition of the words "and company" and the words "partnership on faith ”(Article 82 of the Civil Code of the Russian Federation).

In most cases, the founders of an organization have the right to choose any name for it. However, for a number of cases, the law establishes restrictions. So, according to Article 7 of the Federal Law "On Banks and Banking Activities" dated 02.12.1990, No. 395-1 (as amended on 29.12.2006), not a single legal entity in the Russian Federation, with the exception of one that received a license from the Bank of Russia for carrying out banking operations, cannot use in its name the words "bank", " credit organisation»Or otherwise indicate that this legal entity has the right to conduct banking operations.

Also, in accordance with Article 5 of the Law of the Russian Federation "On Commodity Exchanges and Exchange Trading" dated February 20, 1992, No. 2383-1 (as amended on April 15, 2006), organizations that do not meet the requirements of this Law, as well as their branches and other separate divisions have no right to use the words "exchange" or "commodity exchange" in their name.

On the basis of article 52 of the Civil Code of the Russian Federation, the place of its location should be determined in the constituent documents of a commercial organization. The location of a legal entity is considered to be the place of its state registration (Article 54 of the Civil Code of the Russian Federation)

It should also be said about some of the existing features in the legal status of state and municipal enterprises as subjects of business law.

State-owned enterprises are distinguished according to their property base. Their property is wholly or predominantly owned by the state. This is state property of the federal level or the level of the constituent entities of the Russian Federation.

The separation of enterprises in circulation on the basis of the right of economic management of state property means the autonomy of their activities within the limits established by the constituent documents.

State-owned enterprises mainly use a unitary form of organization. Enterprises are headed by a leader appointed by the relevant state body, who, on behalf of the state, implements the enterprise's activities in accordance with a contract or order of appointment.

Municipal enterprises are based on municipal ownership. In many respects, they resemble state enterprises in their status. Separation of their property base in the form of the right to economic management of the property of the region also means relative economic autonomy and excludes directive influence on the part of local authorities, with the exception of cases provided for by law.

The subject of business law - this is a person who, due to his inherent characteristics, can be a participant in an economic (entrepreneurial) legal relationship. Subjects of entrepreneurial law are the bearers of rights and obligations in the field of both the direct implementation of entrepreneurial activity (for example, commercial organizations) and in the field of regulation of this activity (state bodies).

To refer to the group of subjects of entrepreneurial law, one must be guided by two main criteria: belonging of subjects to entrepreneurial relations and their performance of the functions of entrepreneurs or management of entrepreneurial activity.

It is necessary to distinguish between the concepts of "subjects of entrepreneurial law" and "subjects of entrepreneurial activity." From the standpoint of modern legal science, subjects of entrepreneurial activity are one of the types of subjects of entrepreneurial law. In addition, the concepts of "business entities" and "business entities" do not coincide. Their difference is due to the ratio of economic (economic) and entrepreneurial activities. Business entities do not always acquire the status of entrepreneurs. For example, non-profit organizations, as a rule, do not engage in entrepreneurship, although they do business.

The signs of subjects of business law are:

1. The presence of a set of rights and obligations, with which the subject of business law is endowed in accordance with the law, constituent documents, and in some cases - on the basis of a license. There are general, limited, special and exclusive legal capacity of subjects. General legal capacity - the rights and obligations necessary for the implementation of any type of entrepreneurial activity not prohibited by law (commercial organizations, with the exception of state unitary enterprises and municipal unitary enterprises). Limited legal capacity - the subject has limited its economic competence in the constituent documents, securing there the purpose of its activities. Special legal capacity - the subjects, by virtue of the direct instructions of the law, are obliged to fix the purpose of their activities in the constituent documents (SUE and MUP). Exclusive legal capacity - it is possessed by subjects who have chosen for themselves such a type of activity, in relation to which the legislator has established a ban on the implementation of any other type of entrepreneurial activity along with it (for example, insurance companies).

2. Availability of separate property, which constitutes the economic basis for carrying out entrepreneurial activity or activities related to the organization, management and control of entrepreneurial activity.

3. Independent property liability, which is expressed in damages or payment of fines and penalties for violation of obligations. This responsibility applies both in the relationship between business entities and in the relationship between them and the bodies that regulate business.

4. The fact of registration in accordance with the procedure established by law or legitimation in another way. Individual entrepreneurs and organizations are legitimized as subjects of business law through state registration. The Russian Federation and the constituent entities of the Russian Federation do not need registration, since they have the appropriate competence in accordance with the Constitution of the Russian Federation and the basic laws of the constituent entities of the Russian Federation. The legitimization of municipalities is carried out through the development of a charter, which is adopted by the representative body of local self-government or the population directly and is subject to state registration in the manner prescribed by the law of the subject of the Russian Federation. The legitimization of the divisions of organizations is carried out, for example, by the approval of the provision on such a subject.

Types of subjects of business law in the Russian Federation:

1. RF, constituent entities of the RF, municipalities, government and local authorities;

2. Individual entrepreneurs:

3. Peasant (farming) households;

4. Commercial and non-commercial organizations;

5. Structural divisions of organizations (separate and non-isolated);

6. Business associations (holdings, financial and industrial groups, associations)

7. Individuals can also be included here, for example, when a citizen takes actions aimed at acquiring the status of an individual entrepreneur. But this will lead to an unreasonable expansion of the subjects of business law.

Subjects of business law can be classified according to various criteria:

1. Depending on the presence or absence of registration as a legal entity:

Registered as legal entities (commercial and non-commercial organizations);

Not having the status of legal entities (citizens of individual entrepreneurs, financial and industrial groups)

2. Based on the origin of the property:

Operating on the basis of private property,

State property;

Municipal property.

3. Based on the origin of capital:

National;

Joint;

Foreign.

4. by economic indicators:

There are also other classifications, for example, depending on the role played by each of the subjects in the economy:

Commercial organizations (business partnerships and companies, production cooperatives, state unitary enterprises and municipal unitary enterprises)

Individual entrepreneurs;

Non-profit organizations;

Citizens directly carrying out entrepreneurial functions (members of the governing bodies of commercial organizations). Although employees are not directly involved in entrepreneurial activities, their work has an impact on these activities.

Branches, representative offices, other structural divisions of commercial organizations;

Industrial and economic complexes (financial and industrial groups, holdings).

Persons who are part of the market infrastructure and participate in creating conditions for the functioning of the economy (commodity and stock exchanges, investment funds, self-regulatory organizations).

Subjects of business law- bearers of economic rights and obligations with the following characteristics:

1) registration in the manner prescribed by law;

2) the availability of property as a basis for carrying out entrepreneurial activity;

3) independent property liability.

It is necessary to distinguish between the concepts of "subject of entrepreneurial law" and "subject of entrepreneurial activity".

Subject of business law- a person who, due to its inherent characteristics, participates or can participate in entrepreneurial legal relations, citizens-entrepreneurs, commercial and non-commercial legal entities, the Russian Federation, constituent entities of the Russian Federation, local authorities, institutions and organizations, etc. time not to enter into entrepreneurial (economic) legal relations with anyone. Business entities are always specific and endowed with responsibilities and rights in the field of business.

Business entity - a person whose activities are aimed at generating income, as well as whose legal status is regulated by business law. Business entities are members of governing bodies, managers of commercial organizations. They directly carry out entrepreneurial functions, using economic resources in order to make a profit.

The types of subjects of business law are distinguished:

1) Depending on the presence or absence of a legal entity:

A) an individual entrepreneur without forming a legal entity (Part I of Art. 23 of the Civil Code of the Russian Federation);

B) commercial and non-commercial organizations (Article 50 of the Civil Code of the Russian Federation).

A citizen has the right to engage in entrepreneurial activity without forming a legal entity as an individual entrepreneur from the moment of his state registration in this capacity, as well as to create legal entities independently with other persons.

The rules established by civil law also apply to relations involving:

Foreign citizens and foreign legal entities;

Stateless persons, unless otherwise provided by law,

2) based on the origin of the property:

A) public, established by the state, constituent entities of the Russian Federation,

B) private, established by citizens and legal entities of private law (Article 212 of the Civil Code of the Russian Federation);

3) By economic indicators:

B) medium;

B) large,

4) Based on the main activity in the areas:

A) industry;

B) agriculture;

B) transport;

D) trade.

Other business entities:

1) branches, representative offices and other structural divisions of commercial organizations,

2) production and economic complexes (financial and industrial groups, holdings, simple partnerships and other associations of entrepreneurs without forming a legal entity).

Business entities:

1) commodity and stock exchanges ;

2) investment funds;

3) non-state pension funds,

4) hedge funds;

5) self-regulatory organizations and other associations of entrepreneurs;

6) authorities and local governments.

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3. Classification of subjects of business law

The basis for the classification of subjects of business law is the following criteria.

1. The nature of the functions performed.

According to this criterion, subjects are distinguished directly engaged in entrepreneurial activity (individual entrepreneurs, commercial organizations and non-commercial organizations engaged in entrepreneurial activity). Entrepreneurs implement a set of functions: attraction and use of material, labor and other resources, organization of production, management of personnel and the organization as a whole, sale of manufactured goods, etc. Entrepreneurial activity is a unity of production and organizational (managerial) functions. There are business entities who simultaneously manage the activities of other organizations. These include organizations carrying out entrepreneurial activities that are at the same time basic in relation to subsidiaries and whose instructions are mandatory for subsidiaries (Article 105 of the Civil Code of the Russian Federation). The parent company (partnership) is deemed to have the right to give instructions to the subsidiary company that are binding on it only if this is provided for in the agreement with the subsidiary company or the charter of the subsidiary company (clause 3 of article 6 of the Law on Joint Stock Companies) Federal Law of December 26, 1995 N 208-FZ (as amended on July 23, 2013) "On Joint Stock Companies" // " Russian newspaper", N 248, 12/29/1995 .. Unlike business entities, the main thing for public law entities (the Russian Federation, constituent entities of the Russian Federation, municipalities) is regulation and control over entrepreneurial activity, but they can also be participants in civil relations.

2. The form of ownership on the basis of which the subjects of business law operate.

In the Russian Federation, private, state, municipal and other forms of property are recognized and protected in an equal manner (part 2 of article 8 of the Constitution of the Russian Federation). RF dated 30.12.2008 N 6-FKZ, dated 30.12.2008 N 7-FKZ) // Rossiyskaya Gazeta dated 21 January 2009 No. 7 ;. All commercial organizations, except for unitary enterprises, all non-commercial organizations, except for institutions, are the owners of their property. Unitary enterprises operate on the basis of state or municipal property. As legal entities, unitary enterprises use state, municipal property on the basis of their property rights to the property of enterprises - the right of economic management or operational management (Articles 114, 115 of the Civil Code of the Russian Federation) "Civil Code of the Russian Federation (part one)" dated 30.11 .1994 N 51-FZ (as amended on 23.07.2013) (as amended and supplemented, coming into force from 01.09.2013) // "Rossiyskaya Gazeta", N 238-239, 08.12.1994 ..

3. Individual entrepreneurs - individuals and organizations - legal entities differ in the form of organization of entrepreneurial activity.

4. According to the number of subjects participating in entrepreneurial activity and directly appropriating the received profit, individual entrepreneurs (individual entrepreneurs, organizations - legal entities) and groups of entrepreneurs are distinguished. The latter, for example, include contractual associations that are not legal entities (simple partnership, peasant (farm) economy). There are also individual entrepreneurs operating without creating a legal entity, and collective entrepreneurs using the legal form of a legal entity. The participants in a full partnership are directly referred to by the Civil Code of the Russian Federation as entrepreneurs (Article 69 of the Civil Code of the Russian Federation). The participants of the economic society in the economic sense carry out collective entrepreneurship, however, in the legal sense, the organizational and legal form of such entrepreneurship is an economic society - a legal entity. Accordingly, one legal entity acts in the economic turnover - a business entity (not a collective, a group of persons), which appropriates profit and, in accordance with the procedure established by law and constituent documents, distributes it among itself and its founders (participants).

5. The legal status of business entities can be determined only by the Civil Code of the Russian Federation (partnerships) or the Civil Code of the Russian Federation and other laws (for example, the Federal Laws "On Joint Stock Companies", "On Limited Liability Companies").

6. Depending on the number of employees in commercial organizations (up to a hundred people inclusive for small enterprises), these organizations, under some additional conditions, are classified in accordance with the Federal Law of 24.07.2007 N 209-FZ "On the development of small and medium-sized businesses in the Russian Federation "to small enterprises Federal Law of 24.07.2007 N 209-FZ (as amended on 02.07.2013)" On the development of small and medium-sized businesses in the Russian Federation "(as amended and supplemented, coming into force on 01.09.2013) "Rossiyskaya Gazeta", N 164, 07/31/2007 .. Individual entrepreneurs are recognized by the specified Law as subjects of small business, regardless of the number of employees working for them on the basis of labor contracts or contracts of a civil nature. The term "small business entities" is used in the Law to refer to commercial organizations - small businesses and individual entrepreneurs. The considered Law on State Support of Small Business outlined a number of measures for their support from the state, but not all of them were implemented. The Tax Code of the Russian Federation (Chapter 26.2), regulating the transition to a simplified system of taxation of organizations and individual entrepreneurs, whose average number of employees for the tax (reporting) period does not exceed 100 people, does not use the terms "small businesses", "small enterprises", although of course, we are talking about them.

7. Types of activity can predetermine the position of an economic entity as a taxpayer. For example, organizations and individual entrepreneurs that produce agricultural products and (or) grow fish, carry out its primary and subsequent (industrial) processing and sell these products, provided that in the total income from the sale of goods (works, services) the share of income from sales of their products, including products of primary processing, is at least 70%, they can switch to the payment of the unified agricultural tax in the manner prescribed by the norms of Chapter 26.1 "Taxation system for agricultural producers (unified agricultural tax)" of the Tax Code of the Russian Federation.

Organizations and individual entrepreneurs engaged in activities provided for in Chapter 26.3 of the Tax Code of the Russian Federation (for example, the provision of personal services, retail trade) are obliged to pay a single tax on imputed income for certain types of activities, if the taxation system in the form of such a tax is introduced by the law of a constituent entity of the Russian Federation. The payment by organizations of the unified tax replaces the tax on profit, property, unified social tax, value added tax, with the exception of VAT levied on the import of goods (clause 4 of Art. 346.26 of the Tax Code of the Russian Federation).

Organizations and individual entrepreneurs engaged in the gambling business are payers of the gambling business tax. Objects of taxation are: gambling table; slot machine; tote box office; bookmaker's cash desk (Article 366 of the Tax Code of the Russian Federation).

Business entities that are subsoil users pay tax on the extraction of minerals in the order and in the amount provided for by the norms of Chapter 26 "Tax on the extraction of minerals" of the Tax Code of the Russian Federation.

8. It is also possible to single out criteria that are important for the classification of economic entities acting as legal entities DG Alekseeva, VK Andreev, LV Andreeva. and etc.; otv. ed. Ershova I.V., Otnyukova G.D. Russian business law: textbook // M .: Prospect, 2011.1072 p.

8.1. For the purpose of their activity, they can be commercial and non-commercial organizations (Article 50 of the Civil Code of the Russian Federation).

8.3. According to the ratio of rights to property of the founders (participants) of the organization and the organization itself, organizations differ:

The property of which their founders have the right of ownership. These include state and municipal enterprises and owner-financed institutions;

Organizations - property owners, in relation to which the founders (participants) have rights of obligation. These include business partnerships and societies, production and consumer cooperatives;

Legal entities in relation to which their founders (participants) have no property rights - neither property rights, nor obligations. These include, in particular, public and religious organizations (associations), charitable and other foundations.

8.4. They also differ in organizational and legal form. Commercial organizations can be created in the form of business partnerships (general partnerships and limited partnerships), business companies (limited liability companies, additional liability companies, joint stock companies - open and closed), production cooperatives, state and municipal enterprises. The list is closed.

Non-profit organizations conducting entrepreneurial activities are created in the form of consumer cooperatives, public organizations (associations), religious organizations, autonomous non-profit organizations, non-profit partnerships and others (the list is not closed).

8.5. Depending on the source of financing, we will single out organizations that operate on a self-financing basis (exist at the expense of their own, borrowed funds) and are on mixed financing. For example, institutions are financed by the owner on an estimate. At the same time, an institution engaged in entrepreneurial activity has income and finances its needs at the expense of these incomes, which the institution has the right to independently dispose of (Article 298 of the Civil Code of the Russian Federation).

8.6. According to the place occupied in the market of goods and services, the subjects working in conditions of natural monopoly and ordinary (temporary) monopolists are distinguished. In relation to the first category of monopolists, state regulation of prices is carried out, consumers subject to mandatory service are determined, and (or) a minimum level of their provision is established (if it is impossible to fully satisfy the demand for goods and services of a natural monopoly entity). Regarding ordinary monopolists, control is carried out to ensure that there is no abuse of the dominant position in the market for goods and services, and concerted actions of economic entities that restrict competition are suppressed.

8.7. According to the degree of dependence of one organization on another, main and subsidiary and main and dependent business entities differ (Articles 105, 106 of the Civil Code of the Russian Federation). A business company is recognized as a subsidiary if another (main) business company or partnership, due to the prevailing participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise has the ability to determine the decisions made by such a company.

There are holding relations between the main organization and the subsidiary as a relationship of control, subordination of actions of the members of the holding, in which the parent company has the right to determine all the most important management and economic decisions of other members of the holding.

8.8. Depending on the management structure of the organization, there are simple organizations (there is only a manager and staff, there are no internal structural divisions of the organization) and complex ones. In such organizations, the highest level of executive bodies is represented by the sole and (or) collegial management body, deputies (directors) of the General Director, acting in accordance with the powers delegated to them by the General Director. The middle level of management is represented by the heads of departments, administrations, workshops, and production facilities. The chain of leaders is completed by foremen, foremen, who are responsible for specific areas of work directly in the shops and industries. The presence of workshops, sections, departments in the organization is not reflected in the charter.

Organizations can have territorially and financially separate subdivisions - branches and representative offices (Article 55 of the Civil Code of the Russian Federation). Representative offices and branches must be indicated in the constituent documents of the legal entity that created them.

8.9. According to the presence in the authorized capital of the organization of the share of the state, municipalities, organizations are allocated with such a share exceeding 25%. They cannot be buyers of state and municipal property in the process of privatization (Article 5 of the Federal Law of December 21, 2001 "On the Privatization of State and Municipal Property").

8.10. According to the presence of foreign investments in the authorized capital, there are organizations with a certain share of foreign investors, organizations whose authorized capital is fully formed at the expense of foreign investors, and business companies and partnerships without foreign participation.

9. In order to protect common property interests, as well as to coordinate entrepreneurial activity, commercial organizations may create associations (associations and unions). Associations and unions are legal entities that do not have the right to carry out entrepreneurial activities. If the founders (participants) of the association entrust it with the conduct of entrepreneurial activity, such an association (union) must be transformed into a business company or partnership, or it can itself create a business company or participate in it (Article 121 of the Civil Code of the Russian Federation). At the same time, the association participates in obligations, while the members of the association bear subsidiary liability for these obligations in the amount and in the manner provided for by the constituent documents of the association.

Unlike associations (unions), on the basis of contracts, associations are created - simple partnerships, financial and industrial groups (FIGs), concerns, consortia, pools, which are not generally legal entities and do not act as legal entity organizations in civil circulation.

In a simple partnership, each partner has the right to act on behalf of all partners, unless the agreement between them provides that the conduct of business is carried out by individual participants or jointly by all of them. In the latter case, the consent of all partners is required to complete each transaction (clause 1 of article 1044 of the Civil Code of the Russian Federation).

FIGs act as a parent company and subsidiaries or as a contractual association of legal entities, on behalf of and in the interests of which a central company specially created by them acts. Accordingly, this company or the main company (if the FIG is established as a main company and subsidiaries) are in charge of the common business.

Principal and subsidiary companies, organizations that are part of one FIG and some other groups of persons, which together occupy more than 35 percent of the market for a certain product, are considered from the point of view of antitrust law as one person. Such a group of persons is included in the register of business entities acting as a group of persons based on their aggregate market share. In case of violation of the antimonopoly legislation by one of the members of a group of persons dominating in the market, a corresponding order from the FAS RF may be given to other members of the group, who are able to ensure the elimination of violations.

Unlike a group of persons, affiliated persons are individual citizens or legal entities capable of influencing the activities of legal entities or individuals engaged in entrepreneurial activity. The Law on Competition and Restriction of Monopolistic Activities, giving the concept of these persons, does not establish any legal consequences associated with the fact that an entrepreneur has affiliated persons.

Joint-stock companies are obliged to keep records of their affiliates and submit reports on them in accordance with the legislation of the Russian Federation.

In concerns, consortia, governing bodies are created, one of the members of the association acts in the general interests on behalf of others, or special management companies are created.

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Classification of subjects of economic (entrepreneurial) law. Their organizational and legal forms

The legal status of entrepreneurial organizations and associations is regulated by the Civil Code of the Russian Federation and regulatory legal acts on certain types of legal entities, for example, federal laws dated December 26, 1995 No. 208-FZ "On Joint Stock Companies"; dated January 12, 1996 No. 7-FZ "On non-profit organizations"; dated May 8, 1996 No. 41-FZ "On production cooperatives"; dated February 8, 1998 No. 14-FZ "On Limited Liability Companies"; dated July 19, 1998 No. 115-FZ "On the peculiarities of the legal status of joint-stock companies of workers (people's enterprises)"; dated November 14, 2002 No. 161-FZ "On State and Municipal Unitary Enterprises"; dated June 11, 2003 No. 74-FZ "On the peasant (farm) economy"; dated July 2, 2010 No. 151-ФЗ "On microfinance activities and microfinance organizations"; dated November 28, 2011 No. 335-FZ "On Investment Partnership"; Law of the Russian Federation of June 19, 1992 No. 3085-1 "On consumer cooperation (consumer societies, their unions) in the Russian Federation."

The classification of entrepreneurial organizations can be carried out on the following grounds: by forms of ownership; the goals of the activity; the nature of the rights of founders (participants) to the property of an economic organization; organizational and legal forms. Within each classification group, in turn, it is possible to distinguish different kinds business organizations.

Classification by forms of ownership. V depending on the form of ownership of the property underlying the economic organization, the following types of organizations can be distinguished: state and municipal unitary enterprises; business organizations with foreign investments.

State and municipal unitary enterprise is created by the decision of an authorized state body or local self-government body and is based not on the right of ownership of the property assigned to it, but on the right of economic management. In accordance with Art. 113 of the Civil Code of the Russian Federation, this property is indivisible and cannot be distributed according to contributions (shares, shares), including between employees of the enterprise. The property assigned to a state and municipal unitary enterprise is, respectively, in state or municipal ownership.

The legal regime of this property is characterized by the following features. The owner of the property transferred to economic jurisdiction decides to establish a unitary enterprise. He determines the goals, subject and types of activities, approves the charter, forms the statutory fund, appoints the director (head) of the enterprise, decides on its reorganization and liquidation, monitors the use and safety of the property transferred to the economic enterprise. The owner of the property consents to the disposal of real estate, the conclusion of major transactions, the creation of branches and the opening of representative offices, etc. (Clause 1 of Article 20 of the Federal Law "On State and Municipal Unitary Enterprises"), but is not liable for the obligations of a unitary enterprise, with the exception of cases provided for by the Civil Code of the Russian Federation or its charter. For example, if the insolvency (bankruptcy) of a unitary enterprise is caused by the owner of the property, who has the right to give instructions binding on him or otherwise has the ability to determine his actions, then in case of insufficiency of the property of an economic enterprise, subsidiary liability may be imposed on him for his obligations (Article 114 Civil Code of the Russian Federation).

A unitary enterprise, which owns property on the basis of the right of economic management, owns, uses and disposes of it independently within the limits determined by the Civil Code of the Russian Federation, law or other legal acts and its special legal capacity. So, in accordance with paragraph 2 of Art. 295 of the Civil Code of the Russian Federation, a unitary enterprise does not have the right to sell real estate owned by it on the basis of the right of economic management, lease it, pledge it, make a contribution to the authorized (pooled) capital of economic societies and partnerships, or otherwise dispose of this property without the consent of the owner.

The authorized capital of a unitary enterprise must be fully formed by the owner of its property within three months from the date of state registration of the enterprise. The statutory fund is considered formed from the moment the corresponding sums of money are credited to the bank account opened for this purpose and (or) the transfer, in the prescribed manner, to the state or municipal enterprise of other property assigned to it on the basis of the right of economic management, in full (Article 13 of the Federal Law “ On state and municipal unitary enterprises "). If, at the end of the financial year, the value of the net assets of a unitary enterprise turns out to be less than the statutory minimum size of the authorized capital and within three months the value of net assets is not restored to the minimum size of the authorized capital, the owner of the property must decide to liquidate or reorganize such a unitary enterprise. If the owner of the property of a unitary enterprise, within six calendar months after the end of the financial year, does not take a decision to reduce the authorized capital, to restore the amount of net assets to the minimum size of the authorized capital, to liquidate or reorganize a state or municipal enterprise, creditors have the right to demand from him the termination or early fulfillment of obligations and compensation for losses caused by them (clause 3 of article 15 of the Federal Law "On State and Municipal Unitary Enterprises").

A unitary enterprise, in the event of a decision to reduce the authorized capital, is obliged to writing notify their creditors, as well as publish in the press, which publishes data on the state registration of legal entities, a message about the decision... Creditors have the right, within 30 days from the date of sending them a notice of the decision taken or within 30 days from the date of publication of the specified message, to demand the termination or early fulfillment of the obligations of this enterprise and compensation for losses (clause 4 of article 15 of the Federal Law "On state and municipal unitary enterprises "). A unitary enterprise is responsible for its obligations with all property belonging to it and is not responsible for the obligations of the owner of this property.

In order to implement the decree of the Government of the Russian Federation of December 3, 2004 No. 739 "On the powers of federal executive bodies to exercise the rights of the owner of the property of a federal state unitary enterprise", by order of the Ministry of Economic Development and Trade of the Russian Federation of August 25, 2005 No. state unitary enterprise based on the right of economic management. In this charter, in addition to general provisions, contains sections on the subject and purpose of the enterprise; property, rights and obligations of the enterprise; enterprise management; branches and representative offices; reorganization and liquidation of the enterprise.

Consider business organizations based on private property. Over the past 20 years, as a result of economic liberalization and changes in forms of ownership, the public sector in the economic sphere has sharply declined. Currently, state and municipal unitary enterprises account for less than 10%. The non-state sector in the economy, on the contrary, has become predominant: more than 90% of economic entities belong to private property.

The development of entrepreneurship in Russia, the expansion of the "unorganized market" by increasing the small retail network, roadside, station and street trade led to the growth of economic entities in trade from 500 thousand in the early 90s. XX century. up to over 1 million at present. In trade, compared to other sectors of the economy, small business is developing most rapidly, accounting for about half of all small enterprises in the country's economy. The further development of small business in Russia and the strengthening of its legal base was facilitated by federal laws dated June 14, 1995 No. 88-FZ "On state support of small business in the Russian Federation" (lost force), dated July 24, 2007 No. 209-FZ " On the development of small and medium-sized businesses in the Russian Federation. "

Small businesses are understood as commercial organizations, in the authorized capital of which the share of participation of the Russian Federation, constituent entities of the Russian Federation, public and religious organizations (associations), charitable and other foundations does not exceed 25%. At the same time, the share owned by one or several legal entities that are not small businesses also does not exceed 25% (Article 4 of the Federal Law

"On the development of small and medium-sized businesses in the Russian Federation").

For comparison: in the European Union, small businesses are those that employ 250 people or more. As for the size of turnover for small businesses, they amount to 50 million euros, for Russia this criterion is still very high. In the West, there are other boundaries and criteria for business: micro-, family, small and medium-sized businesses, which are gradually being introduced into the practical life of our country.

Business organizations based on private property can own any property, with the exception of property withdrawn from circulation, or property that is restricted in circulation (Articles 129 and 213 of the Civil Code of the Russian Federation). It should be borne in mind that property withdrawn from circulation must be directly indicated in the law, and the types of property that can only belong to certain participants in the turnover, for example, state or municipal unitary enterprises, or which are allowed in circulation only with special permission (limited negotiable), are determined in the manner prescribed by law.

In cases where an economic organization has property that cannot belong to it according to the law, or it does not have a special permit to acquire it, this property must be alienated by the economic organization within a year from the moment the ownership right to it arises. If this rule is violated, such property, by a court decision issued at the request of a state body or local self-government body, is subject to forced sale or transfer to state or municipal ownership with reimbursement to the economic organization of the amount received from the sale or reimbursement of the value of the property determined by the court (Article 238 Civil Code of the Russian Federation).

The number and value of property privately owned by an economic organization is not limited, except for cases where such restrictions are determined by federal law. They can be established in order to protect the foundations of the constitutional system, morality, health, rights and legitimate interests of others, to ensure the defense of the country and the security of the state.

Business organizations based on private property are the single owners of the property transferred to them as contributions (contributions) by their founders (participants, members), as well as property acquired by them on other grounds (clause 3 of article 213 of the Civil Code of the Russian Federation).

Business organizations with foreign investments have a special legal status, protection, guarantees and benefits. The procedure for their creation and liquidation is regulated not only by the Civil Code of the Russian Federation, but also by the special Federal Law of July 9, 1999 No. 160-FZ “On Foreign Investments in the Russian Federation”. This Law aims to attract and efficient use in the Russian economy, foreign material and financial resources, advanced equipment and technology, management experience and ensuring the stability of the conditions for the activities of foreign investors, providing them with a number of benefits and guarantees in protecting their interests.

Foreign investment is understood as an investment by a foreign person in an object of entrepreneurial activity on the territory of the Russian Federation in order to make a profit in the form of an object of civil rights, not withdrawn from circulation and not limited in circulation.

To create a business organization with foreign investments or transform it into such, a foreign investor must acquire at least 10% of a share (contribution) in the authorized (share) capital of an entrepreneurial organization created or created in the territory of the Russian Federation in the form of a business partnership or company.

Business organizations with foreign investments are subject to state registration in accordance with Federal Law No. 129-FZ of August 8, 2001 "On State Registration of Legal Entities and Individual Entrepreneurs" no later than five days from the date of submission of the relevant documents. These documents are: the charter, and, if necessary, the constituent agreement; an extract from the trade register of the state in which the foreign investor is established, or another document confirming the legal status of the foreign investor; a document on the solvency of a foreign investor issued by the bank serving him; receipt of payment of the state fee. Prior to state registration, an appropriate examination must be carried out, the possibility of obtaining a license, if necessary, must be clarified. An economic organization with foreign investments may be denied state registration in order to protect the foundations of the constitutional order, morality, health, rights and legitimate interests of others, to ensure the country's defense and state security. Such a refusal can be challenged in court.

An economic organization receives the status of an entrepreneurial organization with foreign investments from the day a foreign investor joins its members and loses this status from the day all foreign investors leave the membership.

In accordance with Art. 4 of the Federal Law "On Foreign Investments in the Russian Federation" subsidiaries and dependent companies of an economic organization with foreign investments do not enjoy legal protection, guarantees and benefits established by this Law when they carry out commercial activities on the territory of the Russian Federation.

Classification according to the objectives of the activity. According to the goals of their activities, economic organizations are divided into commercial and non-commercial (Article 50 of the Civil Code of the Russian Federation).

Commercial organizations set the extraction of profit and its distribution among the participants as the main goal of their activities. The legal status of commercial organizations is determined by the Civil Code of the Russian Federation, federal laws on certain types of legal entities.

Non-profit organizations do not set the main goal of making a profit and do not distribute the received profit among the participants. They can be created to achieve social, charitable, cultural, educational, scientific and managerial tasks, as well as to protect the health of citizens, develop physical culture and sports. Non-profit organizations are also created to meet the spiritual and other intangible needs of citizens, to protect the rights, legitimate interests of citizens and organizations, resolve disputes and conflicts, provide legal assistance, and for other purposes aimed at achieving public benefits.

The legal status of non-profit organizations is regulated by the Civil Code of the Russian Federation, the Federal Law "On Non-Commercial Organizations" and laws on certain types of non-profit organizations, for example, the Law of the Russian Federation "On Consumer Cooperation (Consumer Societies, Their Unions) in the Russian Federation", Federal Law No. No. 315-FZ "On Self-Regulatory Organizations".

Non-profit organizations can carry out one or several types of activities corresponding to the purposes of their creation, provided for by the constituent documents. They have special legal capacity. Restrictions on the types of activities that non-profit organizations have the right to engage in may be established by the legislation of the Russian Federation. The law also defines a list of certain types of activities carried out by non-profit organizations only on the basis of special permits (licenses).

Non-profit organizations can engage in entrepreneurial activity only insofar as it serves to achieve the goals for which they were created and corresponds to these goals. Such activities are recognized as profitable production of goods and services that meet the goals of creating a non-profit organization, as well as the purchase and sale of securities, property and non-property rights, participation in business companies, in limited partnerships as a contributor. For entrepreneurial activities, non-profit organizations must keep records of income and expenses. The legislation of the Russian Federation may establish restrictions on the entrepreneurial activity of certain types of non-profit organizations.

Non-profit organizations, in order to achieve the goals stipulated by the charter, can create other non-profit organizations and enter into associations and unions.

The Federal Law “On Non-Commercial Organizations” establishes a list of sources for the formation of property of non-commercial organizations. These include the following sources: regular and one-time receipts from founders (participants, members); voluntary property contributions and donations; proceeds from the sale of goods, works, services; dividends (income, interest) received on shares, bonds, other securities and deposits; income received from the property of non-profit organizations; other receipts not prohibited by law.

The profit received by a non-profit organization is not subject to distribution among its participants (members).

Classification by the nature of the rights of founders (participants) to the property of an economic organization. By the nature of the rights of founders (participants), organizations can be divided into three groups: economic organizations, the founders (participants) of which have obligation rights in relation to these organizations; have property rights on their property; generally do not have property rights(Clauses 2 and 3 of Art. 48 of the Civil Code of the Russian Federation).

Economic organizations, in respect of which their founders (participants) have rights of obligation, include business partnerships and societies, production and consumer cooperatives. The founders (participants) of these economic organizations acquire, for example, the right to claim dividends, part of the remaining property after their liquidation.

State and municipal unitary enterprises belong to economic organizations, to the property of which their founders have the right of ownership or other proprietary right. Thus, the owner of the property (founder or participant) of a state or municipal enterprise has the right to receive part of the profit from the use of property that is under the economic jurisdiction of such an enterprise. Every year, a unitary enterprise is obliged to transfer to the appropriate budget a part of the profit remaining at its disposal after taxes and other obligatory payments. This is done in the manner, amount and terms that are determined by the Government of the Russian Federation, authorized bodies of state power of the constituent entities of the Russian Federation or local authorities (clause 1, 2, article 17 of the Federal Law "On State and Municipal Unitary Enterprises"). Moreover, the owner of the property of a unitary enterprise has the right to sue for damages caused to the unitary enterprise against the head of the unitary enterprise (Clause 3, Article 25 of the said Federal Law).

The third group of economic organizations, in respect of which their founders (participants) do not have property rights, include public and religious organizations (associations), charitable and other foundations, associations of organizations (associations and unions). When leaving such organizations and their liquidation (except for non-profit partnerships), the participants (founders) do not have any rights to property.

Classification by organizational and legal forms. In accordance with Art. 50 of the Civil Code of the Russian Federation, economic organizations that are entrepreneurial organizations can be created in the form of business partnerships and societies, production cooperatives, state and municipal unitary enterprises.

Business partnerships are recognized business organizations with the share capital divided into shares (contributions) of the founders (participants). They are the owners of the property created by the contributions of the founders (participants) (clause 1 of article 66 of the Civil Code of the Russian Federation), as well as property produced and acquired by the economic partnership in the course of its activities.

The basic rights and obligations of participants in a business partnership or company are enshrined in Art. 67 of the Civil Code of the Russian Federation and may be supplemented by constituent documents - a constituent agreement. So, participants in a business partnership have the rights: to participate in the management of the partnership; receive information about the activities of the partnership, get acquainted with its accounting books and other documentation in accordance with the procedure established by the constituent documents; take part in the distribution of profits; to receive, in the event of liquidation of the partnership, a part of the property remaining after settlements with creditors, or its value.

The obligations of participants in business partnerships include: to make contributions in the manner, amount, methods and within the time frame provided for by the constituent agreement; not to disclose confidential information about the activities of the partnership.

Business partnerships can be created in the form of a full partnership and limited partnership (limited partnership) (clause 2 of article 66 of the Civil Code of the Russian Federation).

Full partnership - This is a business partnership in which the participants (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are responsible for its obligations with the property belonging to them (Article 69 of the Civil Code of the Russian Federation). Minimal amount participants - two, maximum - not limited.

An individual entrepreneur or an economic organization can be participants in only one full partnership at a time.

Along with the rights and obligations under Art. 67 of the Civil Code of the Russian Federation, participants in a full partnership have the right to familiarize themselves with all the documentation on the conduct of business, regardless of whether they are authorized to conduct the business of the partnership (clause 3 of article 71 of the Civil Code of the Russian Federation). With the consent of the other participants in the partnership, they can transfer their share in the contributed capital or part of it to another participant in the partnership or to a third party (Article 79 of the Civil Code of the Russian Federation); withdraw from the partnership, declaring a refusal to participate in the partnership (Articles 77, 78 of the Civil Code of the Russian Federation). If a general partnership is established without specifying a term, then the participant must declare a refusal to participate in it at least six months before the actual withdrawal from the partnership. Early refusal to participate in a full partnership established for a specific period is allowed only for a valid reason.

The profits and losses of a full partnership are distributed among its participants in proportion to their shares in the joint capital, but a different procedure for their distribution may be established by the memorandum or agreement of the participants in the partnership. In accordance with paragraph 2 of Art. 74 of the Civil Code of the Russian Federation, the profit received by the partnership is not distributed if the value of the partnership's net assets due to losses incurred becomes less than the amount of its contributed capital, as long as the value of net assets does not exceed the amount of the contributed capital.

The participants in a full partnership jointly bear subsidiary liability with their property for the obligations of the partnership, which occur only in the absence of property from the partnership itself. Article 75 of the Civil Code of the Russian Federation establishes that a participant in a full partnership, who is not its founder, is liable on an equal basis with other participants for obligations that arose before he entered the partnership.

The joint and several liability of the participants in a full partnership means that the creditor of the partnership can present a property claim in full both simultaneously to all participants and to any of them.

Liquidation of a full partnership may take place, except for the grounds specified in Art. 61 of the Civil Code of the Russian Federation (by decision of the founders and the court), also:

in the event of a change in the composition of the participants in a full partnership (withdrawal or death of one of the participants), when the only participant remains in the partnership, who will not transform the full partnership into a business company;

if the memorandum of association or agreement of the remaining participants does not provide that the partnership will continue its activities (Article 81 of the Civil Code of the Russian Federation).

Limited partnership (limited partnership) is an association of not only persons (merchants), but also capitals. It includes two types of participants: one - general partners who carry out entrepreneurial activities on behalf of the partnership and are responsible for the obligations of the partnership with their property; others are contributors (limited partners) who do not participate in the management of the partnership and bear the risk of losses from its activities only within the limits of the amount of their contributions (Article 82 of the Civil Code of the Russian Federation).

The minimum number of participants in a limited partnership is two, with one participant being a full partner and the other a contributor. The maximum number of participants is not limited.

The legal status of general partners in a limited partnership is similar to the legal status of participants in a full partnership. If a person who is a general partner can participate in only one full partnership or, as such, only in one limited partnership, then limited partners may participate in several limited partnerships.

A limited partnership is created and operates on the basis of a memorandum of association, which is signed by all general partners (Article 83 of the Civil Code of the Russian Federation). All issues of the economic life of a limited partnership must be reflected in the memorandum of association.

The management of the activities of a limited partnership and the conduct of its affairs is carried out by general partners in the manner prescribed by the Civil Code of the Russian Federation for a full partnership. Investors cannot participate in managing the activities of a limited partnership, and their participation in the conduct of the affairs of this partnership and acting on its behalf is possible only by power of attorney. Investors are not entitled to challenge the actions of general partners in the management and conduct of the partnership's affairs (clause 2, article 84 of the Civil Code of the Russian Federation).

The investor is obliged to make a contribution to the contributed capital of the partnership, which is certified by a certificate of participation issued to the investor by the partnership.

The investor of a limited partnership has the right to receive a part of the partnership's profit due to his share in the contributed capital; get acquainted with the annual report and the balance sheet of the partnership; leave the partnership at the end of the financial year and receive their contribution in the manner prescribed by the memorandum of association; transfer his share in the contributed capital or part of it to another depositor or third party. Investors have a pre-emptive right over third parties to purchase a share (or part thereof) in the contributed capital. The share of a participant may be alienated to a third party if the other participants in the partnership do not use their preemptive right within a month from the date of notification or at another time provided for by the memorandum of association or the agreement of the participants in the partnership.

Liquidation of a limited partnership, in addition to the grounds provided for in Art. 61 and 81 of the Civil Code of the Russian Federation, may take place upon the disposal of all investors who participated in it, if instead of liquidating it, it is not transformed into a general partnership. A limited partnership is preserved if at least one full partner and one investor remain in it. In the event of liquidation of a limited partnership, including in the event of bankruptcy, investors have a preferential right over general partners to receive contributions from the property of the partnership remaining after the claims of its creditors have been satisfied.

Business companies have many similarities with business partnerships. They are commercial organizations created on a voluntary basis on the basis of membership, endowed by law with general legal capacity.

The differences between them are that business partnerships are considered by the Civil Code of the Russian Federation as associations of persons who, in addition to property contributions, personally participate in the affairs of partnerships, while business companies are a pooling of capitals, which does not imply mandatory personal participation of founders (participants ) in his affairs. Therefore, the founders (participants) of the company can be any persons who can simultaneously become participants in several business companies, since they do not personally participate in the activities of the company and do not answer with their property for the obligations of the company.

Business companies can be created in the form of a limited or additional liability company and in the form joint stock company(Clause 3, Article 66 of the Civil Code of the Russian Federation).

Limited liability company is the most common organizational and legal form in the economy and makes up about half of the total number of economic organizations.

The activities of these organizations are governed by Art. 87-94 of the Civil Code of the Russian Federation, as well as the Federal Law "On Limited Liability Companies". In order to ensure the correct application of the said Federal Law by the courts, the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation adopted a joint resolution of December 9, 1999 No. 90/14 “On some issues of the application of the Federal Law“ On Limited Liability Companies ”.

A limited liability company is a business company established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. The members of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of their contributions.

Business organizations created in this form have a number of characteristics. The first sign indicates the "limited liability" of the participants in the company. The second sign is that a limited liability company is closed, that is, closed, interested in the constant composition of its participants. This is evidenced by the rule according to which a company participant intending to sell his share to a third party is obliged to notify the other participants and the company itself in writing, indicating the price and other conditions of its sale. If the participants or the society as a whole do not exercise this right within a month from the date of notification, the share may be sold to a third party at the price and on the terms communicated to the company and its participants.

Citizens and legal entities can be members of the society. State bodies and bodies of local self-government, unless otherwise provided by federal law, are not entitled to act as members of the company. The company can be founded by one person, who becomes its only participant.

Article 88 of the Civil Code of the Russian Federation and Art. 7 of the Federal Law "On Limited Liability Companies" limit the number of participants in the company, which must be no more than 50. If this limit is exceeded, the company is subject to transformation into an open joint-stock company or a production cooperative within a year, and after this period, in the event that if the number of participants does not decrease to 50 or the company is not transformed, it is subject to liquidation in court.

The constituent documents of the company are the constituent agreement signed by its founders and the charter approved by them. If the company is founded by one person, the charter approved by this person is the constituent document.

The authorized capital of the company is made up of the nominal value of the shares of its participants, and its size in accordance with paragraph 1 of Art. 14 of the Federal Law "On Limited Liability Companies" must be at least 100 times the minimum wage established by federal law as of the date of submission of documents for state registration of the company. The authorized capital of a company determines the minimum size of its property that guarantees the interests of its creditors.

A contribution to the authorized capital of a company can be money, securities, other things or property rights or other rights that have a monetary value (clause 6 of article 66 of the Civil Code of the Russian Federation). In practice, this was understood ambiguously. In this regard, clause 17 of the resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation of July 1, 1996 No. 6/8 "On some issues related to the application of part one of the Civil Code of the Russian Federation" explained that a contribution cannot be intellectual property object (patent, copyright object, including computer program, etc.) or know-how. Therefore, Art. 15 of the Federal Law "On Limited Liability Companies" recommends establishing in the charter the types of property that cannot be a contribution to the authorized capital.

The rights and obligations of the members of the company are determined by Art. 8 and 9 of the Federal Law "On Limited Liability Companies".

Thus, the members of the company have the rights: to participate in the management of the affairs of the company in the manner prescribed by law and the constituent documents of the company; receive information about the activities of the company and get acquainted with its accounting books and other documentation in accordance with the procedure established by its constituent documents; take part in the distribution of profits; sell or otherwise cede his share in the authorized capital of the company or part of it to one or several members of this company in the manner prescribed by law and the charter of the company; to leave the company at any time, regardless of the consent of its other participants; to receive, in the event of liquidation of the company, a part of the property remaining after settlements with creditors, or its value; other rights provided for by the specified Federal Law. By the charter of the company or by the general meeting, all or certain participants may be granted additional rights.

Obligations of the members of the company: to make contributions in the manner, in the amount, in the composition and within the terms stipulated by the law and the constituent documents of the company; not to disclose confidential information about the company's activities and other obligations provided for by the specified Federal Law. The charter of the company or the general meeting may impose additional obligations on all or certain members of the company.

Management in the company is carried out by the bodies provided for by the Federal Law "On Limited Liability Companies", the Civil Code of the Russian Federation, the charter of the company. The supreme body of the company is the general meeting of its members. It has exclusive competence in solving some of the main issues of the life of society (Article 91 of the Civil Code of the Russian Federation). The company's charter may provide for the formation of a board of directors (supervisory board). The management of the current activities of the company is carried out by the executive bodies of the company, elected by the general meeting and accountable to the general meeting and the board of directors of the company. The executive bodies of the company include the sole body of the company (general director, president, etc.) and the collegial body (board, directorate, etc.).

The powers of the sole executive body can be transferred to the manager in accordance with the charter, the agreement with whom is approved by the general meeting. In companies with more than 15 members, the election of an auditor is mandatory, the formation of an audit commission, members of which cannot be members of the board of directors and executive bodies of the company.

Reorganization and liquidation of a company is carried out both voluntarily and compulsorily. The company may be reorganized or liquidated on a voluntary basis by the unanimous decision of its participants. The grounds for the compulsory reorganization and liquidation of a company are provided for in the Civil Code of the Russian Federation, the Federal Law "On Limited Liability Companies" and other federal laws.

Additional liability company in accordance with Art. 95 of the Civil Code of the Russian Federation is recognized as a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. Its participants jointly and severally bear subsidiary liability for its obligations with their property in the same multiple for all (for example, in two, three times) to the value of their contributions, determined by the constituent documents of the company. In the event of the bankruptcy of one of the participants, its liability for the company's obligations is distributed among the other participants in proportion to their contributions, however, a different procedure for the distribution of liability may be provided for by the constituent documents of the company.

The legal status of a company with additional liability, except for the issues of property liability of its participants, is similar to the legal status of a limited liability company, which means the application to it of the relevant legal norms (clause 3 of article 95 of the Civil Code of the Russian Federation).

Joint Stock Companies are one of the organizational and legal forms of economic societies and represent a form of organization of large economic organizations and a method of centralizing capital. In trade, for example, at present there are approximately 15% of joint stock companies of the total number of trade organizations in the Russian Federation.

A joint-stock company is a company whose authorized capital is divided into a certain number of shares, and its participants (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. However, shareholders who have not fully paid for the shares are jointly and severally liable for the obligations of the joint-stock company within the unpaid part of the value of the shares they own.

The legal status of joint stock companies, the rights and obligations of shareholders are determined by Art. 96-104 of the Civil Code of the Russian Federation and the Federal Law "On Joint Stock Companies".

Joint-stock companies can be open or closed, which is reflected in their charter and company name. They are not independent organizational and legal forms, but represent only different types of one organizational and legal form - a joint stock company (Article 97 of the Civil Code of the Russian Federation; Article 7 of the Federal Law "On Joint Stock Companies").

Open joint stock company a joint-stock company is recognized, the participants of which can alienate their shares without the consent of other shareholders. It has the right to conduct an open subscription to the shares issued by it and carry out their free sale, taking into account the requirements of the law and other legal acts, as well as a private subscription, except for cases when the possibility of conducting a private subscription is limited by the charter of an open company or the requirements of legal acts. The number of shareholders of an open company is not limited. An open joint stock company is obliged to publish an annual report, balance sheet, and profit and loss account for the public on an annual basis.

Closed joint stock company a joint-stock company is recognized, the shares of which are distributed only among its founders or other predetermined circle of persons. It does not have the right to conduct an open subscription to the shares issued by it or otherwise offer them for purchase to an unlimited number of persons. The number of shareholders of a closed joint-stock company should not exceed 50. If this limit is exceeded, it must be transformed into an open joint-stock company within one year, and after this period, if the number of shareholders does not decrease to 50, the closed joint-stock company is subject to liquidation in court. When shares are sold by shareholders of a closed joint-stock company, its other shareholders have the preemptive right to purchase them, but at the price of the offer to another person. The charter of a closed joint-stock company may provide for the preemptive right to acquire the sold shares by the company itself, if the shareholders have not used their preemptive right to acquire shares. The procedure and terms for exercising the preemptive right to acquire shares sold by shareholders are established by the charter of the company, and the term for exercising it cannot be less than 10 days.

A joint stock company can be created by re-establishment and by reorganization of an existing legal entity (merger, acquisition, division, separation, transformation).

The creation of a company through establishment is carried out by decision of the founders (founder), which can be citizens and (or) legal entities. State bodies and bodies of local self-government cannot act as founders of a company, unless otherwise established by federal laws.

The decision to establish a joint-stock company is made by the constituent assembly, and in the case of the establishment of the company by one person, he alone. The founders of a joint-stock company conclude a written agreement between themselves on its creation, which determines the procedure for their joint activities to establish the company, the size of the authorized capital of the company, categories and types of shares to be placed among the founders, the amount and procedure for their payment, the rights and obligations of the founders to create a company ...

The constituent document of a joint stock company is its charter. This is the only constituent document. In a joint-stock company, a memorandum of association is not concluded, since in most cases this is not possible due to a large number shareholders. The agreement on the creation of a joint stock company is not a constituent document of a joint stock company (Article 98 of the Civil Code of the Russian Federation; clause 5 of Article 9 of the Federal Law "On Joint Stock Companies"). By its legal nature, an agreement on the creation of a joint-stock company is an agreement on joint activities (clause 1 of article 1041 of the Civil Code of the Russian Federation), and, therefore, if it is recognized as invalid, the rules of the Civil Code of the Russian Federation on the invalidity of transactions are applied.

The authorized capital of a joint stock company is made up of the par value of shares acquired by shareholders. The joint-stock company has the right to place ordinary shares, the par value of which must be the same, as well as one or several types of preferred shares, the par value of which must not exceed 25% of the authorized capital of the company. All shares of the joint-stock company are registered, assigned to certain individuals and legal entities.

The minimum authorized capital of an open joint stock company upon its establishment must be at least 1000 times the amount, and of a closed joint stock company - at least 100 times the amount of the minimum wage. The joint-stock company has the right to make a decision (declare) on the payment of dividends on placed shares on a quarterly, once every six months or once a year, which are paid out of the company's net profit for the current year in money, and in cases stipulated by the company's charter - other property.

The management of a joint-stock company is carried out by the general meeting of shareholders, which is the supreme governing body and must be held annually within the terms established by the charter of the company, but not earlier than two months and not later than six months after the end of the financial year.

The board of directors (supervisory board) of the company is elected by the annual general meeting of shareholders for a period of one year. His competence includes the following issues: determination of priority areas of the company's activities; adoption of recommendations on the amount of dividend on shares; approval of major transactions, the subject of which is property. In a closed joint-stock company, the creation of a board of directors (supervisory board) is not required.

The management of the current activities of the joint-stock company is carried out by the sole executive body (director, general director) or collegial executive body (board, directorate), in which the sole executive body performs the functions of the chairman of the collegial executive body. The general meeting elects the auditing commission (auditor) and the auditor of the company is approved.

Reorganization and liquidation of a joint stock company are governed by Ch. II of the Federal Law "On Joint Stock Companies" and Art. 104 of the Civil Code of the Russian Federation and are carried out on a voluntary basis by decision of the general meeting of shareholders and compulsorily in the cases and in the manner provided for by the Civil Code of the Russian Federation and federal laws. On the basis of paragraph 2 of Art. 104 of the Civil Code of the Russian Federation, a joint-stock company can be transformed into a limited liability company or a production cooperative, as well as into a non-profit organization in accordance with the law.

A special type of closed joint stock company is a joint stock company of workers (people's enterprise). The specifics of the creation and legal status of people's enterprises are determined by the Federal Law of July 19, 1998, No. 115-FZ "On the specifics of the legal status of joint-stock companies of workers (people's enterprises)."

The norms of the Federal Law “On Joint-Stock Companies” concerning closed joint-stock companies are applied to people's enterprises, unless special rules are provided for by the aforementioned Law.

Consider the features people's enterprises. The creation of a people's enterprise is possible only through the transformation of any commercial organization with the number of employees from 51 to 5500 people, with the consent of the majority of its employees, except for state and municipal unitary enterprises, as well as open joint-stock companies, whose employees own less than 49% of the authorized capital. Each shareholder signs an agreement on the creation of a people's enterprise. The majority of the shares of a people's enterprise, the par value of which is more than 75% of its authorized capital, must be owned by employees. The law limits the number of shareholders who do not work at the enterprise and the number of non-shareholder employees (no more than 10% of the total number of employees). There are restrictions on the right to own and dispose of shares, which can only be ordinary (voting) shares. One employee-shareholder cannot own more than 5% of the total number of shares. An employee-shareholder can sell no more than 20% of his shares within a year only to the personnel of the people's enterprise. The minimum authorized capital of an enterprise must be at least 1000 times the minimum wage established by federal law on the date of registration of the people's enterprise.

Newly hired employees are endowed with shares free of charge no earlier than three months and no later than 24 months after the date of employment. Employees-shareholders are endowed with shares in accordance with the personal labor contribution as a result of the activities of the people's enterprise in the past financial year. Shareholders - legal entities and individuals who are not employees of the people's enterprise, can buy shares at a negotiated price from shareholders who are not employees of the people's enterprise, as well as from the people's enterprise itself (within 25%).

The general director of the people's enterprise becomes, ex officio, the chairman of the board of the joint-stock company for five years.

Subsidiaries, dependent and sister companies may be created by business entities on the territory of the Russian Federation in accordance with federal laws, and on the territory of other states also in accordance with the legislation of a foreign state, unless otherwise provided by international treaties of the Russian Federation.

Production cooperatives- this is one of the organizational and legal forms in which economic organizations can be created. The legal status of production cooperatives is determined by Art. 107-112 of the Civil Code of the Russian Federation, Federal Law of May 8, 1996 No. 41-FZ "On production cooperatives", and in agriculture including the Federal Law of December 8, 1995 No. 193-FZ "On Agricultural Cooperation".

The most developed production cooperatives were in the areas of public catering, procurement and processing of agricultural products, services, etc.

Production cooperative (artel) a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, sale of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services) is recognized. This association is based on the personal labor participation of the members of the cooperative and their consolidation of property shares.

Cooperatives differ significantly from other organizational and legal forms of commercial organizations. A member of a cooperative is not an employee; he, like a member of any society and partnership, is a participant in the management of the organization. However, a cooperative differs from partnerships and societies in that its members are obliged to take direct part in it with their labor and, as a consequence, the form of management of the cooperative is more democratic. The basic principle for the management of a cooperative is the principle of one member - one vote. This means complete equality of all members of the cooperative.

The participation of legal entities in its activities may be provided for by the charter of a production cooperative (Article 107 of the Civil Code of the Russian Federation, Article 1 of the Federal Law "On Production Cooperatives").

The formation of an economic organization in the form of a production cooperative is possible only by the decision of its founders. The number of members of the cooperative may not be less than five people. A legal entity participates in the activities of the cooperative in accordance with its charter through its representative.

The constituent document is the charter of the production cooperative. It is approved by the general meeting of its members. Members of a production cooperative can be citizens who have reached the age of 16 years and have made the share contribution established by the charter within the following periods: by the time of state registration of the cooperative - in the amount of at least 10% of the share contribution, and the rest of it - within a year after state registration (cl. 2 article 109 of the Civil Code of the Russian Federation).

Article 7 of the Federal Law "On Production Cooperatives" limits the number of cooperative members who have made a share contribution, but do not take personal labor participation in its activities. The number of such members cannot exceed 25% of the number of members of the cooperative who take personal labor participation in its activities.

The basic rights and obligations of members of a production cooperative are determined by Art. 8 of the Federal Law "On Production Cooperatives". A member of a production cooperative has the right to: participate in production and other economic activities of the cooperative; elect and be elected to the supervisory board, executive and control bodies of the cooperative; make proposals for improving the activities of the cooperative. He has the right to receive a share of the profits of the cooperative to be distributed among its members; request information from officials of the cooperative on any issues of its activities; leave the cooperative at its own discretion and receive payments due to it.

The duties of the members of the cooperative include: make a share contribution; participate in the activities of the cooperative by personal labor or by making an additional share contribution, the minimum amount of which is determined by the charter; comply with the internal regulations established for members taking personal labor participation in the activities of the cooperative; bear the subsidiary liability provided by law for the debts of the production cooperative.

All property of a production cooperative is divided into two types.

The first type is the common property of the cooperative, which is in its ownership. It is formed at the expense of share contributions of its members, profits from their own activities, loans, property donated by individuals and legal entities, and other sources permitted by law. This type of property is divided into shares of its members, the composition and procedure for determining which is established by the charter of the production cooperative.

The second type of property of a production cooperative is made up of indivisible funds used for the purposes provided for in the charter. The property that constitutes the indivisible fund is not included in the share of the members of the cooperative and cannot be levied on it for the personal debts of the members of the production cooperative. The charter of a production cooperative may provide for the creation of other funds.

The distribution of the profits of a production cooperative between its members is made in accordance with their personal labor and (or) other participation, the size of the share contribution, and between members who do not take personal labor participation in the activities of the cooperative, according to the size of their share contribution.

Management in a production cooperative is carried out by the general meeting of its members, which is the supreme governing body. In a cooperative with more than 50 members, a supervisory board and executive bodies are created, which include the board and (or) the chairman of the cooperative. Members of the supervisory board, board of the cooperative, as well as its chairman can only be members of the cooperative. Moreover, in accordance with Art. 110 of the Civil Code of the Russian Federation, a member of a cooperative cannot be simultaneously a member of the supervisory board and a member of the board or chairman of the cooperative. The control bodies of a production cooperative include an audit commission (auditor), which is elected by a general meeting of at least three members.

The cooperative is a closed community, since its members have the right to transfer their share or part of it primarily to another member of the cooperative. Reorganization and liquidation of production cooperatives is carried out according to general rules provided by the Civil Code of the Russian Federation, both voluntarily and compulsorily.

By the unanimous decision of its members, a production cooperative may be transformed into a business partnership or society.

State and municipal unitary enterprises are an independent organizational and legal form of economic organizations. A unitary enterprise is a commercial organization that is not endowed with the ownership right to the property assigned to it by the owner. The activities of such enterprises are governed by Art. 113-115 of the Civil Code of the Russian Federation and the Federal Law "On State and Municipal Unitary Enterprises".

The following types of unitary enterprises are created and operate in the Russian Federation:

based on the right of economic management - federal state enterprise and state enterprise of the constituent entity of the Russian Federation, municipal enterprise;

based on the right of operational management- a federal state-owned enterprise, a state-owned enterprise of a constituent entity of the Russian Federation, a municipal state-owned enterprise.

The constituent document of a unitary enterprise based on the right of economic management is its charter, approved by an authorized state body or local self-government body. The firm name of a unitary enterprise must necessarily contain an indication of the owner of its property.

The governing body of a unitary enterprise is not collegial, but sole - the director, who is appointed by the owner or a body authorized by the owner. The representative of the owner in such relationships is the Government of the Russian Federation or its authorized bodies for state-owned enterprises, and a local government body for municipal enterprises. The head of the enterprise is appointed to this position by the executive authority. The rights and obligations of the head, as well as the grounds for termination of labor relations with him, are regulated by the contract concluded with the head by the executive authority in agreement with the federal state property management body. The manager acts on behalf of the enterprise without a power of attorney, and in good faith and reasonably represents its interests on the territory of the Russian Federation and abroad. The leader acts on the principle of one-man management and is responsible for the consequences of his actions.