Subjects of entrepreneurial law can be classified on various features:

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

2. Depending on character of economic competence Subjects can be distinguished by the state, regions, enterprises, their divisions.

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

Thus, subjects can be distinguished, in whose competences are dominated by entrepreneurial activities:

1. Entrepreneurs - individuals;

2. Enterprises - legal entities;

3. Divisions of enterprises.

Legal position of entrepreneurs - individuals

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

The property base of individuals - entrepreneurs as a general rule is property. However, this base may also be represented by rented 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, it has common legal personality as a person who satisfies its needs in property relations. These relationships are governed by civil law. In the economic turnover, a citizen - an entrepreneur has a special economic competence, that is, it carries out entrepreneurial activities for the production of goods, work, the provision of services.

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

Legal status of entrepreneurs - legal entities

The entity 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 recognizes an organization that has a destruction, economic management or operational management and is responsible for its obligations of these property, may be acquired on its own behalf and carry out property and personal non-property rights. , Be the plaintiff and the defendant in court. Legal entities must have an independent balance 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 chapter 4 of the Civil Code of the Russian Federation.

Non-profit is an organization that does not have an extraction of profit as the main goal of its activities and not distributing the profit between the participants.

The legal status of non-profit organizations is determined by the Civil Code of the Russian Federation, federal laws of January 12, 1996 No. 7-FZ "On non-commercial organizations" (as amended from 30.12.2006), FZ "On public associations" from 19.05.1995 No. 82-FZ (as amended by 02.02.2006).

Non-profit organizations can be created to achieve social, charitable, cultural, educational, scientific and managerial purposes, in order to protect the health of citizens, the development of physical culture and sports, the satisfaction of the spiritual and other material needs of citizens, the protection of the rights, legitimate interests of citizens and organizations, dispute resolution 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-commercial organizations, social, charitable and other funds, associations and unions, as well as in other forms provided for by federal laws.

Profit from such activities is not distributed between its participants, but is sent to the achievement of statutory purposes.

Ratio participating in the economic turnover, legal entities acquire the right to the 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 should be compulsory only in the name of unitary enterprises, as well as in other cases provided for by law.

The proprietary name serves as a means of individualization of the organization in the economic turnover. It is subject to registration. In addition to the guidelines for the organizational and legal form, the proprietary name can be represented by the name or surname, or characterize the subject of activity or be arbitrary.

The proprietary name of the full partnership should 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 the company" and the words "full partnership" (Art. 69 of the Civil Code of the Russian Federation) .

The proprietary name of the partnership in faith should contain either the names (names) of all full comrades and the word "partnership on faith" or "Commandit Partnership", or the name (name) of at least one complete comrade with the addition of the words "and the company" and the words "partnership on faith "(Art. 82 of the Civil Code of the Russian Federation).

In most cases, the founders of the 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 Activity" of 02.12.1990 No. 395-1 (as amended on December 29, 2006), no legal entity in the Russian Federation, with the exception of a license from the Bank of Russia The implementation of banking operations cannot be used in its name the word "bank", "credit organization" or otherwise indicate that this legal entity has the right to carry out banking operations.

Also, in accordance with Article 5 of the Law of the Russian Federation "On Commodity Exchanges and Exchange Trade" of 02.20.1992 No. 2383-1 (as amended by April 15, 2006), organizations that do not meet the requirements of this law, as well as their branches and Other separate divisions are not allowed to use in their name the word "stock exchange" or "Commodity Exchange".

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

It should also be said about some available features in the legal status of state and municipal enterprises as entities of entrepreneurial law.

State enterprises are allocated for their property base. Their property is completely or in the predominant volume belongs to the state. This is the state ownership of the federal level or the level of subjects of the Russian Federation.

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

State enterprises mainly use the unitary form of the organization. Enterprises are headed by the appointed relevant state authority by the head, who on behalf of the state implements the activities of the enterprise in accordance with the contract or order of appointment.

Municipal enterprises are based on the municipal form of ownership. They largely resemble state enterprises in many ways. The separation of their property base in the form of economic management of the property of the region also means relative economic autonomy and eliminates the policy impact on the part of local authorities, except in cases provided for by law.

Subject of business law -this is a person who, by virtue of the signs inherent in him, can be a member of the economic (entrepreneurial) legal relationship. Subjects of entrepreneurial law are carriers of rights and obligations in the field of both direct implementation of entrepreneurial activities (for example, commercial organizations) and in the field of regulating this activity (government agencies).

To assign to the group of entities of entrepreneurial law, two main criteria should be guided: belonging to entities to entrepreneurial relations and the implementation of the functions of entrepreneurs or entrepreneurial management.

The concepts of "entities of entrepreneurial law" and "entities of entrepreneurial activity should be distinguished. From the standpoint of modern legal science, entrepreneurial entities are one of the types of entities of entrepreneurial law. In addition, the concepts of "entrepreneurial activities" and "business entities" are inconsistent. Their difference is due to the ratio of economic (economic) and business activities. Economic entities do not always acquire the status of entrepreneurs. For example, non-profit organizations are usually not engaged in entrepreneurship, although they carry out economic activities.

Signs of entities of entrepreneurial law are:

1. The presence of a totality of rights and obligationswhich is endowed with the entity of business law in accordance with the law, constituent documents, and in some cases on the basis of a license. Allocate general, limited, special and exceptional 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 GUP and MUU). Limited legal capacity - the subject limited its economic competence in constituent documents, consolidating the purpose of its activities there. Special legal capacity - subjects due to direct indication of the law are obliged to consolidate the goal of its activities in constituent documents (GUP and MUP). Exceptional legal capacity - Subjects have such a type of activity regarding which the legislator has established a ban on the implementation of any other type of business activities along with it (for example, insurance companies).

2. Availability of separate propertyThe economic base for the implementation of entrepreneurial activities or activities related to the organization, management and control of entrepreneurial activities.

3. Independent property responsibilitywhich is expressed in the compensation of damages or pay fines and contest for violation of obligations. Such responsibility is applied both in relations between business entities and in relations between them and the authorities carrying out entrepreneurial activities.

4. Fact registration in the manner prescribed or legitimation in a different way.Individual entrepreneurs and organizations are legitimized as entities of entrepreneurial law through state registration. The Russian Federation and the subjects of the Russian Federation do not need registration, since they have appropriate competence in in accordance with the Constitution of the Russian Federation and the basic laws of the constituent entities of the Russian Federation. The legitimation of municipalities is carried out by developing them of the 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 units of organizations is carried out, for example, by approving the Regulations on such a subject.

Types of entities of entrepreneurial law in the Russian Federation:

1. Russian Federation, subjects of the Russian Federation, municipalities, government bodies and local self-government;

2. Individual entrepreneurs:

3. Peasant (farmer) farms;

4. Commercial and non-commercial organizations;

5. Structural units of organizations (isolated and unique);

6. Business Associations (Holdings, Financial and Industrial Groups, Associations)

7. You can include individuals and individuals, for example, when a citizen carries out actions aimed at acquiring the status of an individual entrepreneur. But this will lead to unreasonable expansion of entities of entrepreneurial law.

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

1. Depending on the availability or lack of registration as a legal entity:

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

Not having status of legal entities (citizens of IP, financial and industrial groups)

2. In the sign of the origin of the property:

Acting on the basis of private property,

State ownership;

Municipal property.

3. In the sign of the origin of capital:

National;

Joint;

Foreign.

4. From economic indicators:

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

Commercial organizations (economic partnerships and society, production cooperatives, GUP and MUP)

Individual entrepreneurs;

Non-commercial organizations;

Citizens who are directly carrying out entrepreneurial functions (members of the Offices of Commercial Organizations). Although employees are not directly involved in business activities, their work affects this activity.

Branches, offices, other structural divisions of commercial organizations;

Production - household complexes (financial and industrial groups, holdings).

Persons who are part of the market infrastructure and participating in the creation of environmental conditions (commodity and stock exchanges, investment funds, self-regulatory organizations).

Subjects of entrepreneurial law - carriers of economic rights and responsibilities with the following features:

1) registration in the manner prescribed by law;

2) the availability of property as a base for the implementation of entrepreneurial activities;

3) independent property responsibility.

It is necessary to distinguish the concepts of the "entity of the business law" and "entity of entrepreneurial activity".

Subject of business law - A person who, due to the signs inherent in him, participates or can participate in entrepreneurial legal relations, citizens-entrepreneurs, commercial and non-profit legal entities, Russian Federation, subjects of the Russian Federation, local governments, institutions and organizations, etc. They can for a long time time not to enter into anyone in entrepreneurial (economic) legal relations. Business entities are always specific and endowed with duties and rights in the field of management.

The entity of business activities is a person whose activities are aimed at receiving income, as well as the legal status of which is governed by entrepreneurial law. Subjects of entrepreneurial activities - members of the Offices, managers of commercial organizations. They directly carry out entrepreneurial functions using economic resources in order to produce profits.

Types of entities of entrepreneurial law distinguish:

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

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

B) Commercial and non-profit organization (Art. 50 of the Civil Code of the Russian Federation).

A citizen has the right to engage in entrepreneurial activities without the formation of a legal entity as an individual entrepreneur since the state registration of it in this capacity, as well as to create legal entities independently with other persons.

The rules established by civil legislation apply to relations with participation:

Foreign citizens and foreign legal entities;

Stateless persons, unless otherwise provided by law,

2) on the basis of the origin of property:

A) public, established by the state, the subjects of the Russian Federation,

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

3) by economic indicators:

B) average;

C) large,

4) on the basis of the main activity in the fields:

A) industry;

B) agriculture;

C) transport;

D) trade.

Other entities entrepreneurship:

1) branches, 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 the formation of a legal entity).

Business entities:

1) commodity and stock Exchange ;

2) investment funds;

3) non-state pension funds,

4) hedge funds;

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

6) authorities and local self-government.

test

3. Classification of entities entrepreneurial law

The basis of the classification of entities of entrepreneurial law is the following criteria.

1. The nature of the functions performed.

In this criterion, subjects are allocated directly leading entrepreneurial activities (individual entrepreneurs, commercial organizations and non-commercial organizations engaged in entrepreneurial activities). Entrepreneurs are implementing a complex of functions: attracting and use of material, labor and other resources, the organization of production, personnel management and organization as a whole, the sale of produced goods and other entrepreneurship is the unity of production and organizational (managerial) functions. There are business entities that simultaneously lead the activities of other organizations. These include the entrepreneurial activities of the organization, which are simultaneously main in relation to subsidiaries and the instructions of which are mandatory for subsidiaries (Art. 105 of the Civil Code of the Russian Federation). The main society (partnership) is considered to have the right to give a subsidiary of obligatory instructions for him only in the case when it is provided for in the contract with subsidiary society or the Charter of the subsidiary (paragraph 3 of Art. 6 of the Law on Joint-Stock Companies) Federal Law of December 26, 1995 N 208-FZ (Ed. Dated July 23, 2013) "On Joint-Stock Companies" // "Russian Gazeta", N 248, 29.12.1995 .. Unlike economic entities, the main thing for public legal entities (of the Russian Federation, subjects of the Russian Federation, Municipalities) are regulation and control of entrepreneurial activities, but they can be also participants in civil relations.

2. Form of ownership, on the basis of which entities of entrepreneurial law are valid.

In the Russian Federation, private, state, municipal and other ownership forms (part 2, Article 8 of the Constitution of the Russian Federation) are recognized in the Russian Federation, adopted by a national vote on December 12, 1993 (taking into account the amendments made by the laws of the Russian Federation on amendments to the Constitution RF of December 30, 2008 N 6-FKZ, from 30.12.2008 N 7-FKZ) // Russian newspaper dated January 21, 2009 № 7; All commercial organizations, except unitary enterprises, all non-profit organizations, except institutions, are owners of their property. Unitary enterprises operate on the basis of state or municipal property. Being legal entities, unitary enterprises use the state, municipal property on the basis of their real rights rights to the property of enterprises - the rights of economic management or operational management (Art. Art. 114, 115 of the Civil Code of the Russian Federation) "Civil Code of the Russian Federation (part first)" from 30.11 .1994 N 51-FZ (ed. Dated 07.23.2013) (with change and extra., Entering into force on 09/01/2013) // "Russian Gazeta", N 238-239, 08.12.1994 ..

3. In the form of an entrepreneurial organization, individual entrepreneurs differ - individuals and organizations - legal entities.

4. In the number of entities involved in entrepreneurial activities and directly assigning profit, individual entrepreneurs are allocated (individual entrepreneurs, organizations - legal entities) and groups of entrepreneurs. For example, such as contractual associations are not legal entities (simply partnership, peasant (farmer) economy). There are also individual entrepreneurs acting without the creation of a legal entity, and collective entrepreneurs who use legal entities. Participants of the Full Commander of the Civil Code of the Russian Federation directly calls entrepreneurs (Art. 69 of the Civil Code of the Russian Federation). The participants of the economic society in the economic sense are carried out by collective entrepreneurship, but in the legal sense of the organizational and legal form of such entrepreneurship is the economic company - a legal entity. Accordingly, one legal entity operates in the economic turnover - the economic society (and not a team, a group of persons), which assigns profit and in accordance with the procedure established by law and constituent documents distributes it among themselves and its founders (participants).

5. The legal status of economic entities can be determined only by the Civil Code of the Russian Federation (partnership) or the Civil Code of the Russian Federation and other laws (for example, federal laws on joint-stock companies, "on limited liability societies").

6. Depending on the number of employees in commercial organizations (up to one hundred people inclusive for small enterprises), these organizations, under certain additional conditions, are in accordance with the Federal Law of July 24, 2007 No. 209-FZ "On the Development of Small and Medium Entrepreneurship in the Russian Federation "To small enterprises, federal law of 24.07.2007 N 209-FZ (ed. From 07/02/2013)" On the development of small and medium-sized businesses in the Russian Federation "(with change and extra., Entering into force on 01.09.2013) "Russian newspaper", N 164, 31.07.2007 .. Individual entrepreneurs are recognized as indicated by the laws of small entrepreneurship, regardless of the number of labor contracts or civil-legal agreements on them. The term "small business entities" applies to the law to designate commercial organizations - small enterprises and individual entrepreneurs. The law on state support for small entrepreneurship has planned a number of measures for their support from the state, but not all of them have been implemented. Tax Code of the Russian Federation (Chapter 26.2), regulating the transition to a simplified system of taxation of organizations and individual entrepreneurs who have an average number of employees for the tax (reporting) period does not exceed 100 people, does not operate the terms "small business entities", "Small enterprises", although Of course, we are talking about them.

7. Types of activity may predetermine the situation of the economic entity as a taxpayer. For example, organizations and individual entrepreneurs producing agricultural products and (or) growing fish, carrying out its primary and subsequent (industrial) processing and implementing this product, provided that in the total income from the sale of goods (works, services), the share of income from sales Production produced, including the production of primary processing, is at least 70%, they can go to the payment of a single agricultural tax in the manner prescribed by the rules of chapter 26.1 "The taxation system for agricultural producers (single agricultural tax)" of the Tax Code of the Russian Federation.

Organizations and individual entrepreneurs involved in activities provided for by Chapter 26.3 of the Tax Code of the Russian Federation (for example, the provision of household services, retailers), are obliged to pay a single tax on imputed income for certain types of activities, if the tax system in the form of such a tax is introduced by the Law of the Directory of the Russian Federation. Payment by organizations of a single tax replaces the income tax on property, a single social tax, value added tax, with the exception of VAT, charged when importing goods (clause 4 of Article 346.26 of the Tax Code of the Russian Federation).

Organizations and individual entrepreneurs engaged in gambling business are tax payers for gambling business. Taxation objects are recognized: a gaming table; slot machine; Cash tote; Cashier Bookmakers (Art. 366 of the Tax Code of the Russian Federation).

Economic entities - Users of subsoils pay tax on mining in the manner and sizes, which are provided for by the norms of chapter 26 "Tax for mining" NK RF.

8. Criteria that are important to the classification of economic entities acting as legal entities Alekseeva DG, Andreev V.K., Andreeva L.V. and etc.; Ot. ed. Yershova I.V., Torivukov GD. Russian entrepreneurial law: textbook // M.: Prospekt, 2011. 1072 s ..

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

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

On the property of which their founders are owned. These include state and municipal enterprises and funded by the owner of the institution;

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

Legal entities, in relation to which their founders (participants) do not have property rights, nor obligatory. These include public and religious organizations (associations), charitable and other funds.

8.4. They also differ in organizational and legal form. Commercial organizations can be created in the form of economic partnerships (full partnerships and partnerships at faith), economic societies (limited liability companies, the Company with additional responsibility, joint-stock companies are open and closed), production cooperatives, state and municipal enterprises. The list is closed.

Non-commercial organizations leading 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 funding, we allocate organizations acting on self-financing (exist at the expense of own, borrowed funds) and on mixed financing. For example, institutions are funded by the owner on the estimate. At the same time, an institution engaged in entrepreneurial activities has income and finances its needs at the expense of these revenues, which the institution has the right to independently dispose of (Art. 298 of the Civil Code of the Russian Federation).

8.6. At the place occupied on the market of goods and services, subjects are distinguished, working in the conditions of natural monopoly, and conventional (temporary) monopolists. In relation to the first category of monopolists, state regulation of prices is carried out, consumers are determined to be mandatory, and (or) the minimum level of security is set (if it is impossible to satisfy the need for the goods and services of the subject of a natural monopoly). With regard to ordinary monopolists, it is monitored that there is no abuse of the dominant position on the market for goods and services, the agreed actions of economic entities restricting competition are performed.

8.7. According to the degree of dependence of one organization, the main and subsidiaries and basic and dependent economic companies differ (Art. Art. 105, 106 of the Civil Code of the Russian Federation). The economic company is recognized as a subsidiary, if the other (main) economic society or a partnership is due to the prevailing participation in its authorized capital, or in accordance with the agreement between them, or otherwise it has the ability to determine the decisions taken by such a society.

Between the main organization and subsidiary there are holding relationships as a relationship of control, subordination of the actions of the holding participants, in which the head company has the right to identify all the most important management and economic decisions of other participants in the holding.

8.8. Depending on the management structure of the organization, organizations are distinguished (there is only the head and staff, there are no internal structural units of the organization) and complex. In such organizations, the highest level of executive bodies is represented by the sole and (or) collegial governing body, deputy (directors) of the Director General, operating in accordance with the powers transmitted to them by the Director General. The average management level is represented by heads of departments, departments, workshops, industries. We are completed by the chain of the leaders of the brigadiers, the masters responsible for specific areas of work directly in the workshops, industries. The presence of the organization of workshops, sites, departments in the Charter is not reflected.

Organizations may have geographically and property separated divisions - branches and representative offices (art. 55 of the Civil Code of the Russian Federation). Representative offices and branches should be indicated in the constituent documents of the legal entity created.

8.9. According to the presence in the authorized capital of the organization of the state of the state, municipalities are allocated organizations with such a fraction exceeding 25%. They cannot be buyers of state and municipal property in the privatization process (Art. 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 investment in the authorized capital of foreign investments, organizations, the authorized capital of which are fully formed at the expense of foreign investors, and household societies and partnerships without foreign participation.

9. In order to protect common property interests, as well as to coordinate entrepreneurship, commercial organizations can create associations (associations and unions). Associations and alliances are legal entities who do not have the right to carry out entrepreneurial activities. If the founders (participants) of the Association impose on it to conduct entrepreneurial activities, such an association (UNION) must be transformed into a business community or a partnership or itself can create a business society or participate in it (Article 121 of the Civil Code of the Russian Federation). At the same time, the Association participates in obligations, while members of the Association shall bear within these obligations subsidiary responsibility in the amount and procedure, which are provided for by the constituent documents of the Association.

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

In a simple partnership, every comrade has the right to act on behalf of all comrades, if the contract between them is not provided that the maintenance of cases is carried out by individual participants or together by them all. In the latter case, the consent of all comrades is required to perform each transaction (paragraph 1 of Art. 1044 of the Civil Code of the Russian Federation).

FIGs act as basic and subsidiaries or as a contractual association of legal entities, on behalf of and in the interests of which the Central Company specially created by them. Accordingly, the general affairs leads this company either the main society (if the FPG is established as the main and subsidiaries).

Basic and subsidiaries, organizations included in one FIG and some other groups of persons who occupy in the market of a certain product more than 35 percent, from the point of view of antitrust laws are considered as one person. Such a group of persons is included in the register of economic entities acting as a group of persons on the basis of their cumulative share in the market. In violation of antitrust laws, one of the members of the group dominant in the market of persons, the appropriate prescription on the part of the FAS RF may be given to other members of the group, capable of eliminating violations.

Unlike a group of persons, affiliated persons are individual citizens or legal entities that can influence the activities of legal or individuals engaged in entrepreneurial activities. The law on competition and restriction of monopolistic activities, giving the concept of these persons, does not establish any legal consequences related to the fact of the fact of the entrepreneur affiliated persons.

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

In concerns, controls are created by controls, in the turnover in common interests there are one of the participants in the association on behalf of others, or specially managers are created.

State-like education as subjects of international law

All subjects of international law are divided into two main groups. 1. Sovereign (primary) subjects of international law - state; fighting for the independence of the nation and peoples ...

The concept and principles of entrepreneurial law

Entrepreneurship - Initiative Economic Activities Performed, at the expense of own, borrowed and other means and property in order to obtain all participants in this activity of mutually beneficial results and income ...

The concept of subjects of arbitration procedural law and their classification

The procedural activity of the subjects of the arbitration process occurs within the framework of the arbitration procedural legal relationship arising in each case, the subordinate arbitration court. The right of the subjects of the arbitration process, t ...

Legal basis of public regulation of entrepreneurship

Reorganization is the termination of the organization with the succession, i.e. With the transfer of rights and obligations to other persons. The purpose of the reorganization is to change the legal status of a legal entity ...

The subject and the scope of entrepreneurial law

An important feature of entrepreneurial law is the subject line. In the entrepreneurial right, the concept of "economic entity" is taken as a basis contained in Art. 4 Law on Protection of Competition ...

Entrepreneurial law

Under the method of legal regulation applied in the industry of law, it is understood as a combination of techniques and methods for the impact on the relations regulated by this industry. Usually...

Under the subjects of labor law, it is necessary to understand the participants in labor and other, closely related to them, public relations included in the subject of labor law, which are owners of subjective rights and responsibilities ...

Legal entities as entities of entrepreneurial law

Subjects of entrepreneurial law are persons directly leading entrepreneurial activities, as well as the Russian Federation, the subjects of the Russian Federation, municipalities, which in the face of the authorities regulate and control these activities of the Doiminov and ...

Classification of business entities (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, such as federal laws of December 26, 1995 No. 208-FZ "On Joint-Stock Companies"; dated January 12, 1996 No. 7-FZ "On non-profit organizations"; of May 8, 1996 No. 41-FZ "On Production Cooperatives"; of February 8, 1998 No. 14-FZ "On Limited Liability Societies"; dated July 19, 1998 No. 115-FZ "On the peculiarities of the legal status of joint-stock companies of employees (folk enterprises)"; dated November 14, 2002 No. 161-FZ "On state and municipal unitary enterprises"; dated June 11, 2003 No. 74-FZ "On the peasant (farmer) economy"; dated July 2, 2010 No. 151 -fz "On Microfinance Activities and Microfinance Organizations"; of November 28, 2011 No. 335-FZ "On Investment Comrade"; 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: according to property forms; objectives of activity; the nature of the rights of the founders (participants) on the property of the economic organization; Organizational and legal forms. Inside each classification group, in turn, various types of entrepreneurial organizations can be distinguished.

Classification of property forms. INdepending on the ownership of property underlying the economic organization, the following types of organizations can be distinguished: state and municipal unitary enterprises; Economic organizations with foreign investment.

State and municipal unitary enterprise It is created to resolve the authorized state body or body of local self-government and is not based on the right of ownership of the property enshrined behind 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 on deposits (shares, shairs), including the employees of the enterprise. The property, enshrined at the state and municipal unitary enterprise, is respectively in state or municipal property.

The legal regime of this property is characterized by the following features. The owner of the property transferred to economic management decides on the creation of a unitary enterprise. It determines the goals, subject and activities, approves the Charter, forms the authorized capital, appoints the director (manager) of the enterprise, solves the issues of its reorganization and liquidation, oversees the use of property transmitted and preservation of the economic enterprise. The owner of the property agrees to order by real estate, the commission of major transactions, the creation of branches and the opening of representative offices, etc. (paragraph 1 of Art. 20 of the Federal Law "On State and Municipal Unitary Enterprises"), but does not respond to the obligations of a unitary enterprise, with the exception 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, which has the right to give a mandatory instructions to him either otherwise has the ability to determine its actions, then under it, under the insufficient property of the economic enterprise, subsidiary responsibility may be assigned to its obligations (Art. 114 Civil Code).

Unitary enterprise, which property belongs to the right of economic management owns, enjoys and manages them 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 GK of the Russian Federation Unitary enterprise is not entitled to sell real estate owned by him on the right of economic management, to lease him, to give off the deposit, contribute to the authorized (share) capital of economic societies and partnerships or otherwise dispose of this property without the consent of the owner.

The authorized fund of a unitary enterprise must be fully formed by the owner of his property within three months from the date of state registration of the enterprise. The authorized capital is considered to be formed since the enrollment of the relevant monetary amounts on the bank account and (or) of the transfer in accordance with the established procedure in accordance with the established procedure, the state or municipal enterprise of other property enshrined behind it on the principle of economic management, in full (Article 13 of the Federal Law " On state and municipal unitary enterprises "). If at the end of the fiscal year, the cost of net assets of the unitary enterprise will be less than the law of the minimum amount of the Charter Fund and within three months the cost of net assets will not be restored to the minimum size of the Charter Fund, the owner of the property must decide on the liquidation or reorganization of such a unitary enterprise. If the owner of the property of a unitary enterprise during the six calendar months after the end of the fiscal year does not decide on the decrease in the authorized capital, on the restoration of the size of net assets to the minimum size of the authorized fund, the liquidation or reorganization of the state or municipal enterprise, the lenders have the right to demand termination or early fulfillment of obligations and compensation for damages caused to them (paragraph 3 of Art. 15 of the Federal Law "On State and Municipal Unitary Enterprises").

Unitary enterprise In the event of a decision to reduce the authorized capital, in writing, notify its creditors, as well as publish in the Print authority, which publishes data on state registration of legal entities, a message about the decision. Lenders are entitled within 30 days from the date of sending them a notice of the decision or within 30 days from the date of publication of the specified message to demand the termination or early execution of the obligations of this enterprise and damages (paragraph 4 of Article 15 of the Federal Law "On State and Municipal Unitary Law" enterprises "). Unitary enterprise is responsible for its obligations to all owned property 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 the federal executive authorities for the implementation of the owner of the property of the Federal State Unitary Enterprise" by the Order of the Ministry of Economic Development and Trade of the Russian Federation of August 25, 2005 No. 205 approved the approximate charter of the federal State unitary enterprise based on the principle of economic management. In this charter, in addition to general provisions, sections devoted to the subject and objectives of the enterprise are contained; property, rights and obligations of the enterprise; enterprise management; branches and offices; Reorganization and liquidation of the enterprise.

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

The development of entrepreneurship in Russia, the expansion of the "inorganized market" by increasing the small network, roadside, pricks and street trade caused the growth of economic entities in trade with 500 thousand in the early 90s. XX century up to 1 million at present. In trade in comparison with other sectors of the economy, a small business is most rapidly developing, which is about half of all small enterprises in the country's economy. The federal laws of June 14, 1995 No. 88-ФЗ "On State Support for Small Entrepreneurship in the Russian Federation" (invalid), from July 24, 2007, were facilitated by small entrepreneurship in Russia and strengthening its legal framework. No. 209-FZ dated July 24, 2007 On the development of small and medium-sized businesses in the Russian Federation. "

Under small business entities are commercial organizations, in the authorized capital of which the share of participation of the Russian Federation, the subjects of the Russian Federation, public and religious organizations (associations), charitable and other funds does not exceed 25%. At the same time, the proportion belonging to one or several legal entities who are not subject to small entrepreneurship 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 to small enterprises include those in which 250 people are busy and more. As for the size of the turnover for small enterprises, they constitute 50 million euros there, for Russia such a criterion is still very high. In the West there are other borders and business criteria: micro, family, small and medium-sized businesses, which are gradually being introduced into the practical life of our country.

Economic organizations based on private property may have owned by any property, with the exception of property seized from turnover, or property, limited in circulation in circulation (Article 129 and 213 of the Civil Code of the Russian Federation). It should be borne in mind that the property withdrawn from turnover must be directly indicated in the law, and the types of property that can belong only to certain participants in turnover, such as state or municipal unitary enterprises, or on the turnover of which is allowed only for special permission (limited Problemble) are defined in the manner prescribed by law.

In cases where the property ownership is owned by property, which cannot be owned by law, or it does not have a special permit for its acquisition, this property must be alienated by a business organization during the year from the time of ownership of it. In violation of this rule, such property by the court decision made on the statement of the state body or local government is subject to forced sale or transfer to state or municipal property with the reimbursement of the economic organization revennated from the sale of the amount or reimbursement of the value of the property determined by the court (Art. 238 Civil Code).

The number and cost of property in private ownership of the economic organization is not limited, except in 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, the rights and legitimate interests of others, ensuring the defense of the country's and security of the state.

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

Economic organizations with foreign investment 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 is aimed at attracting foreign material and financial resources in the Russian economy, advanced technology and technology, management experience and ensuring the stability of the activities of foreign investors, providing them with a number of benefits and guarantees in protecting their interests.

Under a foreign investment it is understood as an investment in the object of entrepreneurial activities in the territory of the Russian Federation in order to produce profits in the form of a civil rights facility that are not taken from turnover and not limited in circulation.

To create an economic organization with foreign investment or transforming it, it is necessary to purchase at least 10% of the share (contribution) in the authorized (share) capital of an entrepreneurial organization created or created on the territory of the Russian Federation in the form of an economic partnership or society.

Economic organizations with foreign investments are subject to state registration in accordance with the Federal Law of August 8, 2001 No. 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs" no later than five days from the date of submission of relevant documents. Such documents are: the Charter, and in the necessary cases and the constituent agreement; Extract from the trade register of the state in which a foreign investor is established, or another document confirming the legal status of a foreign investor; Document on the solvency of a foreign investor issued by the banking bank; Receipt of payment of state duty. Before state registration, an appropriate examination should be carried out, the possibility of obtaining a license if necessary. The economic organization with foreign investments may be denied state registration in order to protect the foundations of the constitutional system, morality, health, the rights and legitimate interests of other persons, ensuring the defense of the country and the security of the state. Such a refusal can be appealed in court.

The economic organization receives the status of an entrepreneurial organization with foreign investment from the date of entry into its participants of the foreign investor and loses this status from the date of the release of all foreign investors from its members.

In accordance with Art. 4 of the Federal Law "On Foreign Investments in the Russian Federation" subsidiaries and affiliates of the economic organization with foreign investments do not use legal protection, guarantees and benefits established by this law, in the exercise of commercial activities in the territory of the Russian Federation.

Classification for activities.For the purpose of activity, economic organizations are divided into commercial and non-commercial (Art. 50 of the Civil Code of the Russian Federation).

Commercial organizations as the main goal of their activities put the profit and the distribution of it between the participants. 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-commercial organizations do not put the main goal of making profit and do not distribute the profits among the participants. They can be created to achieve social, charitable, cultural, educational, scientific and management tasks, as well as in order to protect the health of citizens, the development of physical culture and sports. Non-profit organizations are also created to meet the spiritual and other intangible needs of citizens, the protection of rights, legitimate interests of citizens and organizations, resolving disputes and conflicts, providing legal assistance, and for other purposes aimed at achieving public goods.

The legal status of non-profit organizations is regulated by the Civil Code of the Russian Federation, the Federal Law "On Non-Profit Organizations" and laws on certain types of non-profit organizations, such as the Law of the Russian Federation "On consumer cooperation (consumer societies, their unions) in the Russian Federation", Federal Law of December 1, 2007 No. 315-FZ "On Self-Regulatory Organizations".

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

Non-commercial organizations can engage in entrepreneurship, only because it serves the achievement of the goals for which they are created, and corresponds to these goals. Such activities are recognized as profitable production of goods and services that meet the objectives of creating a non-profit organization, as well as the acquisition and implementation of securities, property and non-property rights, participation in economic societies, in partnerships on faith as an investor. On business activities, non-profit organizations should keep records of income and expenses. The legislation of the Russian Federation may establish restrictions on the entrepreneurial activities of non-profit organizations of individual species.

Non-profit organizations to achieve the goals provided for by the Charters can create other non-commercial organizations and to enter into associations and unions.

The Federal Law "On Non-Profit Organizations" establishes a list of sources of formation of property of non-commercial organizations. These include the following sources: regular and lump-sum income from founders (participants, members); voluntary property contributions and donations; revenue from the sale of goods, works, services; dividends (income, interest), obtained on shares, bonds, other securities and deposits; revenues received from the property of non-profit organizations; Others not prohibited admission law.

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

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

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

To economic organizations, on the property of which their founders have the right to ownership or other real law, are state and municipal unitary enterprises. Thus, the owner of the property (founder or participant) of the state or municipal enterprise is entitled to receive a part of profits from the use of property in the economic management of such an enterprise. Annually, the unitary enterprise is obliged to list into the relevant budget part of the profit remaining at his disposal after paying taxes and other mandatory payments. This is done in the order, sizes and deadlines that are determined by the Government of the Russian Federation authorized by the state authorities of the constituent entities of the Russian Federation or local governments (paragraph 1.2 Article 17 of the Federal Law "On State and Municipal Unitary Enterprises"). Moreover, the owner of the unitary enterprise property is entitled to make a claim for damages caused to a unitary enterprise, to the head of the unitary enterprise (paragraph 3 of Art. 25 of the Federal Law).

To 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 funds, associations of organizations (associations and unions). When leaving these organizations and their liquidation (except for non-profit partnership), participants (founders) have no rights to property.

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

Economic partnershipsentrepreneurial organizations are recognized with divided (contributions) of founders (participants) by share capital. They are owners of the property created by the contributions of founders (participants) (paragraph 1 of Art. 66 of the Civil Code of the Russian Federation), as well as the property produced and acquired by the economic partnership in the process of its activities.

The main rights and obligations of participants in the economic partnership or society are fixed in Art. 67 of the Civil Code of the Russian Federation and can be complemented by the constituent documents - a memorandum of association. Thus, the participants of the economic partnership are of rights: to participate in the management of partnership business; receive information on the activities of the partnership, get acquainted with its accounting books and other documentation in the procedure established by the constituent documents; take part in the distribution of profits; Receive in case of liquidation of the partnership part of the property remaining after calculations with creditors, or its value.

The duties of participants in economic partnership refers: to make contributions in the manner, sizes, methods and within the deadlines provided for by the Constituent Treaty; Do not disclose confidential information about the activities of the partnership.

Economic partnerships can be created in the form of a full partnership and partnership on faith (comdant partnership) (paragraph 2 of Art. 66 of the Civil Code of the Russian Federation).

Full partnership - This is such a economic partnership in which participants (full comrades) in accordance with the contract concluded between them are engaged in entrepreneurial activities on behalf of the partnership and are responsible for its obligations belonging to them (Article 69 of the Civil Code of the Russian Federation). The minimum number of participants is two, the maximum is not limited.

An individual entrepreneur or economic organization can be simultaneously participants in only one full partnership.

Along with the rights and obligations provided for by Art. 67 of the Civil Code of the Russian Federation, the participants of the full partnership have the right to get acquainted with all the documentation on how to manage it regardless of whether they are authorized to conduct partnership affairs (paragraph 3 of Art. 71 of the Civil Code of the Russian Federation). With the consent of the remaining partnerships, they can transfer their share in the share capital or part of another party to the partnership or a third party (Article 79 of the Civil Code of the Russian Federation); To get out of the partnership, stating refusal to participate in the partnership (Art. 77, 78 of the Civil Code of the Russian Federation). If the full partnership is established without specifying the term, the refusal to participate in it must be announced by the participant at least six months before the actual exit from the partnership. The early refusal to participate in the full partnership established for a certain period is allowed only by a valid reason.

The profits and losses of the full partnership are distributed between its participants in proportion to their shares in the share capital, but the constituent contract or agreement of the partnership participants can also be established by another order of their distribution. In accordance with paragraph 2 of Art. 74 of the Civil Code of the Russian Federation received by the profit partnership is not distributed if the cost of net assets of the partnership due to incurred losses will be less than the size of its share capital, until the cost of net assets exceeds the size of the share capital.

Participants of the full partnership jointly carry the subsidiary responsibility to their property on the obligations of the partnership, which occur only in the absence of property at the partnership itself. Article 75 of the Civil Code establishes that the participant in the full partnership that is not his founder, is on par with other participants on the obligations arising before its entry into the partnership.

The solidarity of the responsibility of the participants in the full partnership means that the comrades company can present the property requirement in full both simultaneously to all participants and any of them.

The elimination of the full partnership may occur, in addition to the grounds specified in Art. 61 of the Civil Code of the Russian Federation (by decision of the founders and the court), also:

in case of changes in the composition of the participants of the full partnership (the output or death of one of the participants), when the partnership remains the only participant who will not transform the full partnership to the economic society;

if the constituent contract or agreement of the remaining participants is not provided that the partnership will continue to activities (Article 81 of the Civil Code of the Russian Federation).

Partnership on faith (comdant partnership) It is a union of not only persons (merchants), but also capital. It includes two types of participants: Some - full comrades who are responsible on behalf of the partnership entrepreneurial activities and responsible for the obligations of the partnership with their property; Others are depositors (comdients) that are not involved in managing the business affairs and carrying the risk of losses from its activities only within the amount of contributions made by them (Art. 82 of the Civil Code of the Russian Federation).

The minimum number of partnerships on faith - two, while one participant is full of comrade, and the other is the depositor. The maximum number of participants is not limited.

The legal status of full comrades in the comdant partnership is similar to the legal status of participants in the full partnership. If a person who is a complete companion can only participate in one full partnership or as such only in one partnership on faith, then depositors commandeitists can participate in several commitmental partnerships.

The partnership in faith is created and operates on the basis of a founding contract, which is signed by all full comrades (Art. 83 of the Civil Code of the Russian Federation). In the constituent contract, all issues of the economic life of the partnership should be reflected in faith.

The activities of the partnership on the faith and the maintenance of his affairs are carried out by complete comrades in the manner prescribed by the Civil Code of the Russian Federation for the full partnership. Depositors cannot participate in managing the activities of the partnership in faith, and their participation in the affairs of this partnership and the performance on his behalf are possible only by proxy. Depositors are not entitled to challenge the actions of full comrades for the management and conduct of the partnership affairs (paragraph 2 of Art. 84 of the Civil Code of the Russian Federation).

The contributor is obliged to contribute to the share capital of the partnership, which is certified by the certificate of participation issued by the contributor to the partnership.

The contributor to the partnership at faith has the right to receive a part of the profit of the partnership due to its share in the share capital; Get acquainted with the annual report and balance of the partnership; leaving the partnership at the end of the fiscal year and to receive your contribution in the manner provided for by the Constituent Agreement; Transmit your share in the share capital or part of another depositor or a third party. Depositors have preferential right to third parties to buy a share (part of it) in the share capital. The share of the participant can be alienated to a third party if the rest of the partnerships will not take advantage of their preemptive right within a month from the date of notice or in another period provided for by the Constituent Agreement or the Agreement of Participation Participants.

The elimination of the partnership on faith, in addition to the foundations provided for by Art. 61 and 81 of the Civil Code of the Russian Federation, may occur when departing all the contributors participating in it, if it will not be transformed into a full partnership instead of its liquidation. A partnership on faith is preserved if at least one full comrade and one depositor remain in it. When eliminating the partnership on faith, including in the event of bankruptcy, depositors have a predominant right to complete comrades to obtain contributions from the property of the partnership left after meeting the requirements of its creditors.

Household societies Have a lot of general devils with economic partnerships. They are commercial organizations created on a voluntary basis on the basis of membership, are endowed with the law with general legal capacity.

The differences between them are that the economic partnerships are considered by the Civil Code of the Russian Federation as unification of persons who, in addition to property deposits, personally participate in the affairs of partnerships, while business companies are association of capital, which does not imply the mandatory personal participation of founders (participants ) In his affairs. Therefore, the founders (participants) of society can be any persons who can simultaneously become participants in several economic societies, as they do not participate in person in the activities of the Company and do not respond to their property for the obligations of society.

Business companies can be created in the form of a society with limited or more responsibility and in the form of a joint stock company (clause 3 of Article 66 of the Civil Code of the Russian Federation).

Limited Liability Company It is the most common organizational and legal form in the economy and is about half of the total number of economic organizations.

The activities of these organizations are regulated by Art. 87-94 of the Civil Code of the Russian Federation, as well as by the Federal Law "On Limited Liability Societies". In order to ensure the right application by the courts of the Federal Law of 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 decree of December 9, 1999 No. 90/14 "On some issues of applying the Federal Law" On Limited Liability Societies ".

A limited liability company is recognized as an economic society established by one or several persons, the authorized capital of which is divided into the shares of the size of the sizes defined by constituent documents. The Company's participants do not respond to its obligations and bear the risk of losses associated with the activities of the Company, within the cost of contributions made by them.

Economic organizations created in this form have a number of signs. The first sign indicates the "limited responsibility" of the Company's participants. The second sign is that a limited liability company is closed, i.e., closed, interested in the constant composition of its participants. This is evidenced by the rule according to which the participant of the Company, who has the intention to sell his share to a third party, is obliged to inform the rest of the participants in writing and the society itself indicating the price and other conditions for its sale. If the participants or society as a whole do not take advantage of this right within a month from the date of notice, the share can be sold to a third party for the price and conditions reported to the Company and its participants.

Participants in the Company may be citizens and legal entities. State bodies and local governments, unless otherwise established by federal law, are not entitled to act as participants in the Company. Society can be established 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 Societies" limit the number of participants in the Company, which should be no more than 50. Upon exceeding this limit, the Company is being transformed into an open joint-stock company or to the production cooperative during the year, and after this period, in the case of If the number of participants does not decrease to 50 or society will not be transformed, it is subject to liquidation in court.

The constituent documents of the Company are the Constituent Agreement, signed by its founders, and the statute approved by them. If society is established by one person, the constituent document is the Charter approved by this person.

The authorized capital of the Company is drawn up from the nominal value of its participants, and its size in accordance with paragraph 1 of Art. 14 of the Federal Law "On Limited Liability Societies" should be at least the current magnitude of the minimum wage established by the Federal Law at the date of submission of documents for the Company's state registration. The authorized capital of the Company defines the minimum amount of his property that guarantees the interests of its creditors.

The contribution to the authorized capital of society can be money, securities, other things or property rights or other rights that have a monetary assessment (clause 6 of Article 66 of the Civil Code). In practice, this was understood ambiguously. In this regard, paragraph 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 use of part of the First Civil Code of the Russian Federation" explained that the contribution could not be The object of intellectual property (patent, object of copyright, including a program for a computer, etc.) or know-how. Therefore, Art. 15 of the Federal Law "On Limited Liability Societies" recommends that the Charter establish the types of property that cannot be a contribution to the authorized capital.

The rights and obligations of the participants of the Company are defined by Art. 8 and 9 of the Federal Law "On Limited Liability Societies".

Thus, the participants of the Company have rights: to participate in the management of the Company's affairs in the manner prescribed by law and the constituent documents of the Company; receive information on the activities of the Company and get acquainted with its accounting books and other documentation in the procedure established by its constituent documents; take part in the distribution of profits; selling or otherwise to give up their share in the authorized capital of the Company or part of one or several participants in this society in the manner prescribed by the Law and the Company's Charter; At any time, it is out of society regardless of the consent of the other participants; To obtain in the event of the liquidation of society, part of the property remaining after settlements with creditors, or its value; Other rights stipulated by the Federal Law. The Company's charter is either a general meeting of all or certain participants may be provided with additional rights.

Responsibilities of the Company's participants: to make contributions in the order, in size, in the composition and within the deadlines provided for by law and constituent documents of the Company; Do not disclose confidential information on the activities of the Company and other duties stipulated by the Federal Law. The charter of society or by the General Meeting on all or certain participants of the Company may be applied.

Management in society is carried out by the bodies provided for by the Federal Law "On Limited Liability Societies", Civil Code of the Russian Federation, the Company's charter. The highest authority of the Company is the general meeting of its participants. It has exceptional competence in solving some of the main issues of the Company's life (Art. 91 of the Civil Code of the Russian Federation). The statute of society may provide for the education of the Board of Directors (Supervisory Board). The management of the Company's current activities is carried out by the executive bodies of the Company, elected by the General Assembly and the accountable General Meeting and the Board of Directors of the Company. The executive bodies of the Company include the sole body of the Company (CEO, President, etc.) and the collegial body (Board, Directorate, etc.).

The powers of the sole executive body may be transferred to the manager in accordance with the Charter, the treaty with which is approved by the General Assembly. In societies with more than 15 participants, necessarily election of the auditor, the formation of the Audit Commission, whose members cannot be members of the Board of Directors and Executive Bodies of the Company.

The reorganization and liquidation of society is carried out both in a voluntary and enforcement. Voluntary society can be reorganized or eliminated by the unanimous decision of its participants. The grounds for the reorganization and liquidation of society are provided for in the Civil Code of the Russian Federation, the Federal Law "On Limited Liability Societies" and other federal laws.

Society with additional responsibility In accordance with Art. 95 of the Civil Code of the Russian Federation is recognized by the Company established by one or several persons, the authorized capital of which is divided into the shares of the sizes defined by constituent documents. Its participants jointly carry a subsidiary responsibility for its obligations to their property in the same time (for example, in two-, three-time) to the value of their contributions, determined by the constituent documents of the Company. Under the bankruptcy of one of the participants, his responsibility for the obligations of the Company is distributed among the other participants in proportion to their deposits, but another procedure for distributing responsibility may be provided for by the constituent documents of the Company.

The legal status of the Company with additional responsibility, in addition to issues of property responsibility of its participants, similar to the legal status of a limited liability company, which means applying to it and relevant legal norms (clause 3 of Article 95 of the Civil Code of the Russian Federation).

Joint Stock Company are one of the organizational and legal forms of economic societies and are the form of organization of large business organizations and a way to centralize capital. Trade, for example, is currently approximately 15% of joint-stock companies on the total number of trade organizations of the Russian Federation.

The company is recognized as a joint-stock company, the authorized capital of which is divided into a certain number of shares, and its participants (shareholders) are not responsible for its obligations and carry the risk of losses related to the activities of the Company, within the value of the shares belonging to them. However, shareholders who have not fully paid shares carry solidarity on the obligations of the joint-stock company within the unpaid part of the value of the shares belonging to them.

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 brand name. They are not independent organizational and legal forms, but are only different types of one organizational and a joint-stock company (Art. 97 of the Civil Code of the Russian Federation; Art. 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 the shares belonging to them without the consent of other shareholders. It is entitled to hold an open subscription to the promotions produced by him and carry out their free sale, taking into account the requirements of the law and other legal acts, as well as a closed subscription, except when the possibility of a closed subscription is limited by the charter of an open society or the requirements of legal acts. The number of shareholders of an open society is not limited. Every year, an open joint-stock company is obliged to publish for universal information Annual report, balance sheet, profit and loss account.

Closed joint-stock company A joint-stock company is recognized, whose shares are distributed only among its founders or another predetermined circle of persons. It is not entitled to conduct an open subscription to the stock produced by him either otherwise offer them for the acquisition of an unlimited circle of individuals. The number of shareholders of the Closed Joint Stock Company should not exceed 50. With exceeding this limit, it should be transformed within one year to an open joint-stock company, 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 selling shares with shareholders of a closed joint-stock company, its shareholders have a predominant right of their acquisition, but at the price of another person. The charter of a closed joint-stock company may provide for the preferential right to acquire sold shares by the Society himself if shareholders did not use their preemptive right to acquire shares. The procedure and timing of the preemptive right to acquire shares sold by shareholders are established by the Company's charter, and its implementation period cannot be less than 10 days.

Joint-stock company can be created by establishing again and by reorganizing an existing legal entity (merger, accession, separation, discharge, transformation).

The establishment of the establishment by establishment is carried out by decision of the founders (founder), which may be citizens and (or) legal entities. State bodies and local governments cannot act founders of society, unless otherwise established by federal laws.

The decision on the establishment of a joint stock company is made by the Constituent Assembly, and in the case of the Company's institution with one person - it is solely. The founders of the joint-stock company conclude a written agreement on its creation, which determines the procedure for the implementation of joint activities on the establishment of society, the size of the authorized capital of the Company, categories and types of shares to be placed among the founders, the size and procedure for their payment, rights and obligations of the founders for the creation of society .

The constituent document of the joint stock company is its charter. This is the only constituent document. A constituent agreement is not consisted of a joint-stock company, since in most cases it is impossible due to a large number of shareholders. The agreement on the creation of a joint stock company is not a constituent document of the joint stock company (Art. 98 of the Civil Code of the Russian Federation; paragraph 5 of Art. 9 of the Federal Law "On Joint-Stock Companies"). According to its legal nature, an agreement on the creation of a joint-stock company is a joint activity agreement (clause 1 of Art. 1041 of the Civil Code of the Russian Federation), and, therefore, if it is invalidated by the norms of the Civil Code of the Russian Federation on the invalidity of transactions.

The authorized capital of the joint-stock company is drawn up from the nominal value of shares acquired by shareholders. Joint-stock company has the right to place ordinary shares, the nominal value of which should be the same, as well as one or more types of preferred shares, the nominal value of which should not exceed 25% of the authorized capital of the Company. All shares of the joint-stock company are nominated, enshrined for certain individuals and legal entities.

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

The management of the joint-stock company is carried out by the General Meeting of Shareholders, which is the highest governing body and should be carried out annually within the deadlines established by the Company's Charter, but not earlier than two months and no later than six months after the end of the fiscal 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. Such questions include such questions: identifying the priority areas of the Company's activities; adoption of recommendations on the size of dividend for shares; Approval of large transactions whose subject is the property. The closed joint-stock company does not require the creation of the Board of Directors (Supervisory Board).

The leadership of the current activities of the joint stock company is carried out by the sole executive body (director, general director) or a collegial executive body (board, directorate), in which the sole executive body performs the functions of the Chairman of the Colleagide Executive Body. The general meeting is elected the Audit Commission (Auditor) and the Company's auditor approves.

The reorganization and liquidation of the joint stock company are regulated 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 voluntarily by decision of the General Meeting of Shareholders and forced in cases and procedure provided for by the Civil Code of the Russian Federation and federal laws. Based on 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 a non-commercial organization in accordance with the law.

A special kind of closed joint-stock company is the joint-stock company employees (popular enterprise). Features of the creation and legal status of national enterprises are determined by the Federal Law of July 19, 1998 No. 115-FZ "On the peculiarities of the legal status of joint-stock societies of employees (folk enterprises)".

The norms of the Federal Law "On Joint-Stock Companies" are applied to popular enterprises concerning closed joint-stock companies, if the special rules are not provided for by the above law.

Consider features folk enterprises. The creation of a people's enterprise is possible only by transforming any commercial organization with a number of working from 51 to 5,500 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. Most of the folk enterprise shares, the nominal value of which is more than 75% of its authorized capital, should belong to employees. The law is limited by the number of shareholders who do not work at the enterprise, and the number of non-balance workers (no more than 10% of the total number of employees). Restrictions on the right of ownership and disposal shares that can only be ordinary (voting) are established. One employee shareholder cannot belong more than 5% of the total number of shares. A shareholder worker can sell no more than 20% of his shares to the personnel of the national enterprise during the year. The minimum authorized capital of the enterprise should be at least 1000 times the size of the minimum wage established by the Federal Law at the date of registration of the national enterprise.

Newly adopted workers are endowed with shares not earlier than in three months and no later than 24 months after the date of admission to work. Shareholder employees are endowed with shares in accordance with the Personal Labor Deposit as a result of the activities of the national enterprise for the past fiscal year. Shareholders - legal entities and individuals who are not workers in the national enterprise can buy shares at all employees of the national enterprise, as well as the most popular enterprise (within 25%).

The Director General of the People's Enterprise is as follows by the Chairman of the Council of the Joint-Stock Company for five years.

Subsidiaries, dependent and nursing societies Can be created by economic societies in 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 forms in which business 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".

Production cooperatives were the greatest development in the spheres of catering, workpieces 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 (arbitrariness, processing, sales of industrial, agricultural and other products, work, trade, household maintenance, other services) is recognized. This union is based on the personal labor participation of the members of the cooperative and the association of property of property funds.

Cooperatives differ significantly from other organizational and legal forms of commercial organizations. A member of the cooperative is not a hired employee, he, as well as a participant in any society and partnership, is a participant in the management of the organization. However, the co-op from the partnerships and societies is the fact that his members are obliged to take directly participation in it and, as a result, the form of management of the cooperative is democratic. The basic principle for the management of the cooperative is the principle of one member - one voice. This means the complete equality of all members of the cooperative.

Participation in its activities of legal entities may be provided for by the Charter of the Production Cooperative (Art. 107 of the Civil Code of the Russian Federation, Article 1 of the Federal Law "On Production Cooperatives").

The formation of a business organization in the form of a production cooperative is possible exclusively by decision of its founders. The number of members of the cooperative can not be less than five people. The legal entity participates in the activities of the cooperative in accordance with its charter through his representative.

The constituent document is the Charter of the Production Cooperative. He is approved by the general meeting of his members. Members of the production cooperative may be citizens who have reached the age of 16 and have made a share contribution established by the Charter in the following dates: by the time of the state registration of the cooperative - in the amount of at least 10% of the mutual contribution, and its remaining part is within a year after state registration (p. 2 tbsp. 109 of the Civil Code of the Russian Federation).

Article 7 of the Federal Law "On Production Cooperatives" limits the number of members of the cooperative, which has made a dage fee, but not accepting 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 main rights and obligations of members of the production cooperative are defined by Art. 8 of the Federal Law "On Production Cooperatives". Member of the production cooperative has the right: to participate in the production and other economic activities of the cooperative; Election and be elected to the Supervisory Board, the executive and control bodies of the cooperative; Make proposals on improving the activities of the cooperative. He has the right to receive a share of the profit of the cooperative to be distributed among its members; request information from employee officials on any issues of its activities; Clean at your own discretion from the cooperative and receive payments due to him.

The responsibilities of the members of the cooperative include: to make a dull fee; Participate in the activities of the cooperative personal labor or by making an additional mutual contribution, the minimum size of which is determined by the charter; comply with the members of the cooperative, the internal regulations established for members who accept personal labor participation; To carry the subsidiary responsibility for the debts of the production cooperative provided for by law.

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

The first view is the common property of the cooperative in its property. It is formed at the expense of mutual contributions of its members, profits from their own activities, loans, property transferred to the gift of physical and legal entities, other sources permitted by the legislation. This type of property is divided into pairs 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 the production cooperative is indivisible funds used for the purposes provided for in the Charter. The property constituting the indivisible fund is not included in the share of members of the cooperative and the recovery of the personal debts of the members of the production cooperative cannot be drawn. The charter of the production cooperative may also provide for the creation of other funds.

The distribution of profits of the production cooperative between its members is carried out in accordance with their personal labor and (or) other participation, the size of a shared contribution, and between members who do not accept personal labor participation in the activities of the cooperative, respectively, the size of their mutual contribution.

Management in the manufacturing cooperative is carried out by the general meeting of its members, which is the highest governing body. In a cooperative with a number of more than 50 members, the Supervisory Board and the executive bodies are created, which includes the Board and (or) Chairman of the Cooperative. Members of the Supervisory Board, the Board of the Cooperative, as well as its chairman can only be members of the cooperative. And in accordance with Art. 110 Civil Code of the Russian Federation Member of the Cooperative cannot be simultaneously a member of the Supervisory Board and a member of the Board or the Chairman of the Cooperative. The control bodies of the production cooperative include the Audit Commission (Auditor), which is elected by the General Assembly as part of at least three members.

The cooperative is a closed community, since its members have the right to transfer their Pai or part of it primarily to another member of the cooperative. The reorganization and liquidation of production cooperatives are carried out under the general rules provided for by the Civil Code of the Russian Federation, both in a voluntary and enforcement.

According to the unanimous decision of its members, the production cooperative can be transformed into an economic partnership or society.

State and municipal unitary enterprisesare an independent organizational and legal form of economic organizations. A unitary enterprise recognizes a commercial organization that is not entitled to ownership of property assigned to it. The activity of such enterprises is regulated 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 in the Russian Federation:

based on the right of economic management - Federal State Enterprise and State Enterprise Subject of the Russian Federation, Municipal Enterprise;

based on the right of operational management - Federal provincial enterprise, state enterprise of the subject of the Russian Federation, a municipal state enterprise.

The constituent document of a unitary enterprise based on the principle of economic management is its charter approved by the government authority or local government authority. The company name of the unitary enterprise must necessarily maintain an indication of the owner of his property.

The unitary enterprise management body is not a collegial, but the sole - director who is appointed by the owner or an authorized owner of the body. The representative of the owner in such relationships acts for state enterprises the Government of the Russian Federation or authorized bodies, and for the municipal - local government body. The head of the enterprise is appointed to this position by the executive authority. The rights and obligations of the head, as well as grounds for termination of labor relations with it, are governed by the contract concluded with the head of the executive authority in coordination with the federal government of government property. The head operates on behalf of the enterprise without a power of attorney, conscientiously and reasonably represents his interests in the territory of the Russian Federation and beyond. The head operates on principle uniqueness and is responsible for the consequences of its actions.