If you look at the civil code of the Russian Federation, you can see that all legal entities are divided into commercial and non-commercial. Moreover, according to estimates, the second is seven times less than the first.

Common features

• Both of them can play the role of sellers, buyers, suppliers or consumers in the market. That is, both of them can operate in market niches.
• Both options are suitable for making a profit, investing, managing your own financial resources.
• In both cases, companies need to get more money than they spend to stay afloat.
• Accounting- a mandatory action for both commercial and non-commercial firms.
• After listing common features I would like to ask, what is the actual difference, since everything is so the same. However, there are significant differences that need to be understood.

Differences between for-profit and non-profit organizations

• The purpose of the activity. Non-profit organizations do not have the main goal characteristic of other firms - making a profit. Her goals are different, non-material nature. So, a non-profit company will act in accordance with its charter, which spells out the work of providing services without making a profit.
• Profit. The profit that a commercial organization receives in the course of entrepreneurial activity will then be used to develop the processes of its activities and will be partially distributed among employees and participants. In contrast, in a non-profit firm, the concept of profit is not used. There are targeted funds that go to cover expenses and specific work. Naturally, they are not distributed among the participants of the enterprise.
• Services andgoods. For merchants, production or resale takes place on an individual basis, that is, the company does it for itself. For non-profit companies, the direction is public goods and social needs.
• Audience. For any entrepreneurial activity - the end consumer. Someone who buys a product or service. In the case of a non-profit company, the clients and members of the firm.
• State. On the one hand, employees hired by employment contract With a certain level wages for work. On the other hand, they are all the same, but also volunteers.
• Where are the funds from. IN business everything is decided by commercial activity that makes a profit. In the non-commercial version, investors, various social funds, and the state itself help. Also, funds can come from contributions from participants, from rent, interest, and so on.
• Activity form. For entrepreneurs - LLC, JSC, PJSC, MUP, GUP, partnerships and cooperatives - everything is as prescribed by the Civil Code of the Russian Federation. As for non-profit organizations, these are mainly charitable firms, foundations, religious institutions, and so on.
• The merchants have rights andresponsibilities defined by the codes of the Russian Federation. Non-profit companies have limited legal capacity. What will be written in the charter similar organization and will be a definition of rights and obligations. Naturally, they should not contradict the current legislation and specifically those acts that regulate the creation of such firms.
• Where do I check in. On the one hand - the Federal Tax Service. On the other hand, the Ministry of Justice.

Outcome

These are just some of the possible differences between for-profit and non-profit firms. Although NPOs in Russia are seven times smaller than other firms, this area is developing rapidly. Although we can definitely say that it is much more difficult to create, manage and develop a non-profit structure.

Division of organizations into commercial and non-commercial is carried out depending on the availability during the creation and activities of the organization, as the main goal of creating commercial organizations is:

making a profit, while non-profits can engage in entrepreneurial activities;

profit between commercial organizations is divided between their participants;

the profit of non-profit organizations is used to achieve the goals for which they were created;

a commercial organization has general legal capacity, a non-commercial organization has special legal capacity;

commercial organizations can only be created in the form of economic partnerships and companies, production cooperatives, state municipal unitary enterprises;

non-commercial ones can be created in the forms provided for by the Civil Code of the Russian Federation and other laws.

Depending on the nature of the rights of the founders, legal entities, in respect of which their founders have property and liability rights, do not have rights. Thus, in order to resolve the issue of choosing a form of activity in any area, it is necessary to study all aspects of the legislation that determine the position of legal entities in particular, as well as organizational and legal forms. Legal entities differ depending on whether their founders (participants) retain any rights in relation to the property of the created organization. The founder is that subject (physical or entity) which creates this organization and transfers to it the ownership, economic management or operational management of a part of its property. In fact, the founder is the person or persons who signed the constituent documents of the created legal entity.

According to this criterion, legal entities are divided into four types:

1) organizations on whose property the founders (participants) do not retain any rights (all types of non-profit organizations, with the exception of non-profit partnerships),

2) organizations in respect of whose property the founders (participants) retain the rights of obligation (partnerships and companies, cooperatives, non-commercial partnerships),

3) organizations in respect of whose property the founders retain the right of economic management (subsidiaries),

4) organizations in respect of whose property the founders retain the right of ownership (state and municipal unitary enterprises, federal state enterprises, institutions).

Depending on the methods of creation and goals of activity, legal entities divided into public and private. It is customary to refer to legal entities of public law those organizations that are created against the will of individuals, by issuing legal acts by bodies state power and management. First of all, this is the treasury of the Russian Federation (represented by the Ministry of Finance of the Russian Federation), as well as state (municipal) enterprises and institutions, which are usually created in accordance with presidential decrees, government decrees, orders of state property management committees and state property funds. Thus, paragraph 1 of article 115 of the Civil Code explicitly states that a federal state-owned enterprise is formed only by decision of the Government of the Russian Federation. Legal entities are divided into commercial and non-profit organizations. Commercial legal entities are those whose purpose is to make a profit by carrying out any activity not prohibited by law.

Commercial organizations include the following:

Business partnerships are contractual associations of several persons for joint business activities under a common name.

A general partnership is a business partnership, the participants of which jointly and severally bear subsidiary liability for its obligations with all their property.

A limited partnership is a business partnership consisting of two categories of participants: general partners (complementary partners), jointly and severally bearing subsidiary liability for its obligations with their property, and fellow contributors (limited partners) who are not liable for the obligations of the enterprise.

The creation of general and limited partnerships, limited and additional liability companies, non-profit associations of legal entities (associations and unions) and non-profit partnerships is based on a memorandum of association, through which non-state institutions, foundations and autonomous non-profit organizations can also be created if their founders are two or several natural (legal) persons. In accordance with the founding agreement, the parties (founders) undertake to each other to create a legal entity, determine the procedure for joint activities on its creation, the conditions for transferring its property to its ownership (full economic management or operational management), the procedure for withdrawing from its composition and accepting new members into the association, and other conditions for its participation in the activities of this organization. If the profit received by a legal entity is subject to distribution among the founders, they establish the procedure for distributing this profit. At the same time, the agreement defines the conditions and procedure for the distribution of losses from the organization's activities among the founders (clause 2, article 52 of the Civil Code of the Russian Federation). The memorandum of association differs from the agreement on joint activities in that its action does not end after the registration of a legal entity, but continues throughout the entire existence of the organization. Thus, the memorandum of association, which determines the internal relations between the participants in the association, operates in parallel with the charter, which in this case is considered as an integral part of the agreement on the creation of a legal entity.

Business companies- these are organizations created by one or more persons by combining (separating) their property for doing business.

Society with limited liability - a commercial organization, the authorized capital of which is divided into shares of certain sizes, formed by one or more persons who are not liable for its obligations. A feature of this form is that registration of LLC is carried out in the tax authority with simultaneous tax registration

Additional Liability Company- a commercial organization, the authorized capital of which is divided into shares of predetermined sizes, formed by one or more persons jointly and severally bearing subsidiary liability for its obligations in an amount that is a multiple of the value of their contributions to the authorized capital.

Joint-Stock Company - a commercial organization formed by one or more persons who are not liable for its obligations, with an authorized capital divided into shares, the rights to which are certified by securities - shares.

Closed JSC- distributes issues of new shares between specific persons known in advance. The number of members is not more than 50, shareholders have the right of first refusal to purchase shares alienated by other shareholders.

people's enterprise- joint-stock company of workers.

Open JSC- has the right to offer shares for purchase to an unlimited number of persons.

The founders of joint-stock companies, production and consumer cooperatives, public organizations conclude an agreement on joint activities between themselves, the purpose of which is to carry out jointly a single operation - the creation and registration of a legal entity. In the agreement, the founders determine legal form future organization, determine the subject and goals of its activities, establish their rights and obligations to create an organization and form its property base, distribute among themselves the costs associated with the development of constituent documents and registration of a legal entity. However, this order is not always observed. In practice, the founders' agreement on joint activities to create these types of organizations can also be concluded orally. Most often, the entire necessary preparatory process is carried out by an initiative group of several people, and formally the decision to create a legal entity is made by the general meeting of founders, which also approves the charter (prepared draft) and selects governing bodies future association.

In both cases, after the adoption of the charter and registration of the established organization, the agreement on joint activities becomes invalid, and all relationships between the founders (participants) are determined in accordance with the charter.

Production cooperative (artel)- this is an association of persons for the joint conduct of entrepreneurial activities on the basis of their personal labor and other participation, the initial property of which consists of share contributions of members of the association.

State (municipal) enterprise- a legal entity established by the state or a local self-government body for entrepreneurial purposes or for the purpose of issuing particularly significant goods (work or services), whose property is in state (municipal) ownership.

Unitary enterprise based on the right of economic management.

Unitary enterprise based on the right of operational management (federal state enterprise).

Commercial organizations may be created only in the forms expressly provided for by the Civil Code. This list is exhaustive (Article 50, 114 of the Civil Code, clause 1 of Article 6 of the Law on Enactment of Part One of the Civil Code of the Russian Federation). Commercial organizations are endowed with general legal capacity, i.e. may engage in any type of entrepreneurial activity not prohibited by law. However, the founders of any organization may establish in its constituent documents restrictions on employment certain types activities or indicate an exhaustive list of these types. In addition, for the implementation of certain types of activities, the list of which can only be established by law, a special permit is required - a license (Article 49 of the Civil Code). Consequently, a commercial organization, the founding documents of which do not contain an exhaustive list of activities and there are no prohibitions, has the right to require a license to engage in the relevant type of activity, and it cannot be refused on the grounds that this species activities are not mentioned in its charter.

Non-profit organizations are those that do not pursue profit as the main goal and do not distribute the profits received among the participants (Article 50 of the Civil Code). Non-commercial organizations can be created in any form provided for by law. Non-profit organizations include:

1. Consumer cooperatives- an association of persons on the basis of membership in order to meet their own needs for goods and services, the initial property, which consists of share contributions.

2. Homeowners associations- non-profit association of persons - owners of premises for the joint management and operation of a single complex real estate(condominium).

3. Public associations- non-profit association of persons on the basis of their common interests for the implementation of common goals.

3.1. Public organizations- associations based on membership.

In cases where two or more persons unite with each other to achieve a certain goal through property and personal efforts, we are dealing with an organization or association of persons. These are all types of business partnerships and companies (except for companies consisting of one person); cooperatives; membership-based public and religious organizations, non-profit partnerships, associations of legal entities. hallmark Union is the presence in it of a certain composition of participants or members.

If an association is formed by means of a constituent agreement, then the composition of the founders always coincides with its participants, since in the event of an exit or admission of new members, the constituent agreement is renegotiated (the old one is destroyed and a new one is signed). It turns out that the association is created, as it were, anew, in a new composition, although this does not entail either reorganization or liquidation of the legal entity. If the organization is created by means of a joint activity agreement, then the composition of its founders, as a rule, does not coincide with the number of future participants, which usually become much larger. The exit and admission of new members are not reflected in any way in the constituent documents of the organization, which actually only keeps records of the current number of its members (for example, the register of shareholders). Accordingly, the exit and acceptance procedure is quite simple (sale or purchase of shares in an open joint-stock company, decision-making by a majority of votes of the members present at the general meeting in the cooperative, etc.).

3.2. social movements - mass associations without membership.

3.3. Public funds- non-membership associations, the purpose of which is to form property and use it for socially useful purposes.

3.4. Public institutions- non-membership organizations, the purpose of which is to provide a specific type of service in the interests of the participants.

If one or even several founders separate part of their property and designated purpose transfer it to the created entity to solve any problems not directly related to the personal interests of the founders who allocated this property, such legal entities are called institutions. These include state and municipal enterprises, subsidiaries; all types of institutions proper (which can be both public and private); non-membership autonomous non-profit organizations and foundations. The peculiarity of these organizations is that they were all created, established by someone, but they have neither participants nor members. In essence, they are "targeted" or "personalized" property dedicated to a common purpose. In some cases, even changing the constituent documents of such an organization is very difficult. For example, if the charter of the foundation does not provide for the possibility and procedure for changing it, then the charter can only be changed in judicial order at the request of the bodies of the fund or the body authorized to supervise its activities.

3.5. Bodies of public amateur performance - associations that do not have membership, the purpose of which is to jointly solve various social problems citizens at the place of residence, work or study.

4. religious organization- an association of citizens whose main goal is the joint confession and dissemination of faith and has signs corresponding to these goals (ceremonies, teaching religion, religious education).

6. institution- an organization created by the owner to perform functions of a non-commercial nature and financed by him in whole or in part (have the right to operational management of property, the owner bears subsidiary responsibility).

Subsidiaries, funds and institutions are most often created by a unilateral declaration of will (unilateral transaction) of an individual founder - a legal entity or an individual. The founder decides on the establishment of the organization, approves its charter and submits an application to the appropriate state body with a request to register it in the prescribed manner. A similar procedure is performed if a limited liability company or a joint-stock company is created, consisting of only one person, provided for by Article 88 of the Civil Code of the Russian Federation and the legislation of many European countries.

7. State Corporation- a non-profit organization established by the Russian Federation by issuing a special law for the implementation of social, managerial or other socially useful functions.

8. Non-commercial partnership- a non-profit organization, whose members retain the rights to its property, created to assist its members in conducting generally useful activities (state registration of a non-profit partnership).

9. Autonomous non-profit organization- a non-profit organization established on the basis of voluntary property contributions, which aims to provide services to all interested parties.

10. Association (association or union) of legal entities- a non-profit organization formed by several legal entities to conduct activities in their interests.

Thus, when deciding on the choice of a form of activity in a particular area (to carry it out as a citizen - an individual or create an organization - a legal entity), it is necessary to first study all the features of the legislation that determine the position of legal entities in general (as subjects of civil rights and duties), and norms relating to certain organizational and legal forms of legal entities. Such knowledge is also important for those who, in the course of their activities, encounter a legal entity in order to correctly identify it. legal status, the procedure and conditions for its participation in commercial circulation, the responsibility that a legal entity and / or participants in a legal entity will bear for its obligations.

Taking into account all of the above, it is possible to characterize a legal entity as an organization recognized by the state as a subject of law, which has separate property in ownership, economic management or operational management, is independently responsible for its obligations with this property, can acquire and exercise property and personal non-property assets on its own behalf. rights, bear obligations, be a plaintiff and a defendant in court.

Always your business partner,
"Unified Registrar"

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

Legal entities must have an independent balance sheet and (or) estimate.

In connection with participation in the formation of the property of a legal entity, its founders (participants) may have rights of obligation in relation to this legal entity or real rights to its property.

Legal entities in respect of which their participants have rights of obligation include business partnerships and companies, production and consumer cooperatives.

Legal entities, on whose property their founders have the right of ownership or other real right, include state and municipal unitary enterprises, as well as institutions.

Legal entities in respect of which their founders (participants) do not have property rights include public and religious organizations (associations), charitable and other foundations, associations of legal entities (associations and unions).

Depending on the main purpose of the activity (Article 50 of the Civil Code), legal entities are divided into
commercial and non-commercial.

The main purpose of the activity of a commercial organization is to make a profit and the possibility of its distribution among the participants.

A non-profit organization is an organization that does not have profit making as the main goal of its activities and does not distribute the profits received among the participants (clause 1, article 2 of the Federal Law of January 12, 1996 N 7-FZ On non-profit organizations).

The classification of legal entities into commercial and non-commercial makes it possible to identify all types of legal entities, determine (allocate) the legal status of their specific groups and distinguish between organizations with different types of legal personality, provide for their organizational and legal forms and thereby exclude the possibility of creating organizations not enshrined in law. At the same time, doubts are expressed in the legal literature as to how justified the division of legal entities into commercial and non-profit organizations, which has received legal consolidation, from the point of view of both the sequence of its implementation and the practical consequences associated with it. Some commercial organizations are endowed with general legal capacity, others with a special one; not only a commercial organization (except for state-owned enterprises), but also a non-profit organization (consumer cooperative or fund) can be declared bankrupt; some cooperatives (production) are commercial organizations, others (consumer) are non-profit, although consumer societies are actively engaged in entrepreneurial activities.

At the same time, it should be recognized that such a division of legal entities is a fundamental step that is of paramount importance in the systematization of all legal entities as participants in civil legal relations.

In paragraph 2 of Art. 50 of the Civil Code contains an exhaustive list of commercial organizations. These include:

1) business partnership:

a) general partnership;

b) limited partnership (limited partnership);

2) economic company:

a) limited liability company

b) an additional liability company;

c) joint stock company

d) production cooperative (artel)

e) state (municipal) unitary enterprise

Let us consider in more detail the commercial activities of a legal entity.

Business partnerships

Business partnerships in Russian legislation are understood as contractual associations of several persons for the joint conduct of entrepreneurial activities under a common name.

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

A business partnership, the participants of which jointly and severally bear subsidiary (additional) liability for its obligations with all their property, is called a general partnership. It arises on the basis of an agreement between several participants (general partners), which can only be entrepreneurs - individual or collective.

A feature of a full partnership is that the entrepreneurial activity of its participants is recognized as the activity of the partnership itself, and if there is a lack of partnership property to pay off its debts, creditors have the right to demand satisfaction from the personal property of any of the participants or from all full partners (clause 1, article 69 of the Civil Code of the Russian Federation) . The liability of general partners for the debts of the partnership with personal property, in turn, leads to two important consequences.

First, it makes it superfluous to present any special requirements to the joint capital of the partnership, because the property of each of the comrades becomes the most important guarantee for the repayment of possible debts. Therefore, the law does not require a partnership to have a mandatory minimum of property, although it must have and in fact always has a certain share capital.

Secondly, it explains the importance of the mandatory indication in the company name of a full partnership of the names (or company names) of its participants (clause 3, article 69 of the Civil Code). Based on this indication, the counterparties of the partnership will also evaluate its potential solvency, taking into account the solvency of individual partners. Therefore, the partnership indicates in its business name the names (or business names) of all or the most wealthy participants, adding the words "and company, general partnership."

The only founding document of a full partnership is the memorandum of association (Article 70 of the Civil Code of the Russian Federation). In managing the affairs of a partnership, each participant usually has one vote, unless the memorandum of association provides otherwise: for example, the dependence of the number of votes of a participant on the size of his property contribution. Therefore, in resolving issues related to the activities of a general partnership, the unanimity of all its participants is necessary, if the constituent agreement does not provide for cases when the decision is made by a majority vote of the comrades (clause 1, article 70 of the Civil Code of the Russian Federation).

Participants in a general partnership may also agree in the memorandum of association on joint business activities (if there is a unanimous decision of all participants to complete each partnership transaction) or entrust it to one or more more experienced and reputable participants (clause 1, article 72 of the Civil Code of the Russian Federation). The memorandum of association contains information on the size and composition of the share capital, which provides information on the size of the share of each employee and the procedure for its payment.

A kind of general partnership can be considered a limited partnership. A business partnership consisting of two categories of participants: general partners (complementary partners), jointly and severally bearing subsidiary liability for its obligations with their property, and fellow contributors (limited partners) who are not liable for the obligations of the enterprise, is called a limited partnership (or limited partnership).

The position of participants in a limited partnership with full responsibility is determined by general rules on general partnerships and their participants (clause 2, article 82 of the Civil Code of the Russian Federation). Accordingly, limited partners are excluded from entrepreneurial activities and management of partnership affairs, and retain only the right to receive income from their contribution, and therefore they are forced to trust general partners in terms of the appropriateness of using these contributions. Hence the traditional Russian name "kommandites" - a partnership on faith (Article 82 of the Civil Code of the Russian Federation).

The only founding document of a limited partnership, as well as a general partnership, is a foundation agreement drawn up and signed only by participants with full civil liability.

A limited partnership is preserved if it has at least one general partner and one contributor (clause 1, article 86 of the Civil Code of the Russian Federation), and if all its contributors leave, then the general partners have the right to either decide on liquidation or transform into a full partnership. These rules do not, therefore, preclude the participation in such a partnership of a "company of one person" as a general partner, and the natural person who created it - as a contributor.

Upon liquidation of a limited partnership, investors have a priority right over general partners to receive their contributions from the property remaining after the satisfaction of other creditors of the partnership, and if after that the partnership retains the remainder of the property, they participate in its distribution on an equal basis with general partners (clause 2 article 86 of the Civil Code of the Russian Federation).

Similarly to a general partnership, the company name of a limited partnership must contain the names (names) of all or at least one general partner (in the latter case - with the addition of the words - "... and the company"). The inclusion of the name of the contributor in the firm name of a partnership on faith automatically leads to its transformation into a full partner in the sense of unlimited and joint liability with one's personal property for the partnership's debts (clause 4, article 82 of the Civil Code).

The advantages of a partnership include ease of organization: lack of special bodies management does not require the development of a charter, all issues of functioning are stipulated in the memorandum of association. The disadvantages should be considered the strict liability of general partners with personal property for the debts of the partnership.

Economic companies.

Limited liability companies.

Business companies are organizations created by one or more persons by combining (separating) their property for doing business.

A limited liability company is a company established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents; participants of a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions (clause 1, article 87 of the Civil Code of the Russian Federation).

LLC is one of the most commonly used forms today, and for small businesses, the most common form. There are about one and a half million registered limited liability companies in Russia.

The law allows a company participant to pay the due share in the authorized capital within a certain time, and not immediately. In this case, the participants who have not fully contributed to the authorized capital of the company shall be jointly and severally liable for its obligations.

Since 2009, the constituent agreement has been excluded from the number of constituent documents. The procedure for exiting participants from the society has been significantly revised, as well as many other points. At the same time, the charter does not provide for the reflection in the charter of information about the size, ownership and nominal value of shares in the authorized capital of the company, which eliminates the need to amend the charter with each change in the structure of the charter capital of the company.

A participant in an LLC can withdraw from the company regardless of the consent of other participants and at the same time withdraw his share from the property of the company (Article 94 of the Civil Code of the Russian Federation). The procedure and terms for the issuance of the property or cash equivalent attributable to its share should be determined by the constituent documents of the company itself.

An LLC can be established by one person who becomes its sole member. An LLC cannot have another economic company consisting of one person as the sole participant.

The number of participants in an LLC should not exceed fifty. If the number of participants exceeds the specified limit, the LLC must be transformed into an OJSC or a production cooperative within a year.

The supreme body of a limited liability company is the meeting of its participants, which has exclusive competence in resolving some of the main issues of the society's life (Article 91 of the Civil Code of the Russian Federation). The executive bodies of the company have "residual competence", i.e. has the right to resolve all issues of management and activities of the company that are not referred to the exclusive competence of the general meeting.

A variety of limited liability companies is a company with additional liability (in Russia there are about eight hundred such companies), differing only in that if its property is insufficient to satisfy the requirements of creditors, the participants in such a company can be held additionally liable with property belonging to them personally, and in a solidary manner (Article 95 of the Civil Code of the Russian Federation). However, the amount of this liability is limited: it does not concern all of their property, which is typical for general partners, but only part of it - the same for all participants in a multiple of the amount of their contributions.

From this point of view, this society occupies, as it were, an intermediate position between societies and partnerships.

The advantages of a limited liability company for those who create it in the Russian Federation are the opportunity for participants to take a direct part in the business activities of the company; lack of liability for the obligations of the company (as a general rule) and risk limited by the limits of the accepted share in the capital.

Joint stock companies.

A joint-stock company is a commercial organization formed by one or more persons who are not liable for its obligations, with an authorized capital divided into shares, the rights to which are certified by securities - shares.

IN modern Russia a joint-stock company is the most common form for organizations of large and medium-sized businesses, and large businesses often exist in the form of open joint-stock companies, medium-sized businesses - in the form of closed joint-stock companies.

The main characteristics of modern Russian joint-stock companies are the division of capital into shares and limited liability.

In accordance with Article 97 of the Civil Code of the Russian Federation, joint-stock companies are divided into two types: a joint-stock company open type and a closed joint stock company.

Open Joint Stock Companies. The authorized capital of the company is made up of the nominal value of the shares of the company acquired by the shareholders. The minimum authorized capital is one hundred thousand rubles. The authorized capital can be contributed as in cash, and property, property rights, or other rights having a monetary value.

The term of activity is not limited, unless otherwise provided by the Charter of the Company. The supreme management body in the OJSC is the General Meeting of Shareholders of the Company. The exclusive competence of the General Meeting is established by the Law (Article 48 of the Federal Law of December 26, 1995 N 208-FZ On Joint Stock Companies).

Management of the current activities of the company is carried out by the sole executive body of the company (for example, CEO) or the sole executive body of the company and the collegial executive body of the company (for example, director and management or board). The executive bodies of the company are accountable to the general meeting of participants in the company and the board of directors (supervisory board) of the company.

The Company shall be liable for its obligations with all its property. The Company is not liable for the obligations of its shareholders. If the insolvency (bankruptcy) of the company is caused by the actions (inaction) of its shareholders or other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, then these participants or other persons, in the event of insufficient property of the company, may be assigned a subsidiary responsibility for his obligations.

The constituent document of JSC is the Charter. The company's articles of association must state:

full and abbreviated corporate name of the company; information about the location of the company; type of society (open or closed); the number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company; rights of shareholders - owners of shares of each category (type); information about the structure and competence of the management bodies of the company and the procedure for making decisions by them; the procedure for preparing and holding a general meeting of shareholders, including a list of issues on which decisions are made by the management bodies of the company by a qualified majority of votes or unanimously; information on the size of the authorized capital of the company; information about branches and representative offices of the company; information on the amount of the dividend and (or) the value paid upon liquidation of the company (liquidation value) on preferred shares of each type; information on the procedure for converting preferred securities.

An open joint-stock company has the right to be transformed into a limited liability company or a production cooperative in compliance with the requirements established for these organizational and legal forms. The Company, by unanimous decision of all shareholders, has the right to be transformed into a non-profit partnership.

An open joint stock company is a form of doing a fairly large business. This is due both to the fact that it is easier to attract large capitals, and to the fact that it is quite complex shape reporting. Also, there is a need to hold meetings of shareholders, and in the case when there are hundreds and thousands of shareholders, this may create some difficulties in providing all the formalities. It is convenient to choose such an organizational and legal form when conducting a large business.

Closed Joint Stock Companies. CJSC is a fairly common form of doing business in the Russian Federation, however, less popular than limited liability companies. In addition to purely legal differences, there are also economic ones. Today, if we proceed from the legislation on joint-stock companies, then the legal support of a CJSC actually requires more effort than the support of an LLC, and, consequently, more financial costs than an LLC. First of all, this is due to the fact that a CJSC has a register of shareholders and the need to maintain it, as well as the need for initial registration of the issue of shares (in addition to registering the company itself). In a joint-stock company, a shareholder can only sell shares. A shareholder may demand the purchase of shares by the company only in cases strictly defined by law.

production cooperatives.

A production cooperative is a voluntary association of citizens ( individuals) based on membership, created for joint economic activity, which is based on personal labor participation and the pooling of property contributions. At the same time, members of such a cooperative bear additional responsibility for its debts in case of a shortage of property of the cooperative itself within the limits established by law and the charter of the legal entity.

A production cooperative is one of the rare forms of doing business in Russia today. This is due to the fact that the cooperative is more an association of personal labor contributions than capital. And the subsidiary liability (ie, additional) of the members of the cooperative for the obligations of the cooperative also does not allow this organizational and legal form to spread throughout the vastness of the Russian Federation.

The current legislation makes it possible for legal entities to participate in a production cooperative (clause 1 of article 107 of the Civil Code of the Russian Federation), primarily commercial organizations that are able to ensure the introduction of significant property contributions to establish the material and financial position of cooperatives. However, the participation in them of non-profit organizations (charitable and other foundations, consumer cooperatives), as well as individuals who make only property contributions, but are not involved in personal labor activity. At the same time, their participation in a production cooperative should be limited so as not to turn it into an economic society. The number of members of a cooperative cannot be less than five.

It should be noted the responsibilities of the members of the cooperative. They are as follows: make a share contribution; participate in the activities of the cooperative by personal labor or by making an additional share contribution, the minimum amount of which is determined by the charter of the cooperative; comply with the internal regulations established for members of the cooperative, taking personal labor participation in the activities of the cooperative; bear subsidiary liability for the debts of the cooperative provided for by this Federal Law and the charter of the cooperative.

The charter of the cooperative is its only founding document, and the main requirements for its content are provided for in clause 2 of article 108 of the Civil Code of the Russian Federation, which highlights the conditions for the payment of share and other contributions (in particular, the entrance fee), including for "financial participants", on the labor participation of members of the cooperative in its activities; on the amount of subsidiary liability of members of the cooperative for the debts of the latter (usually a multiple of a share contribution or equity participation).

Members of a production cooperative have the right to participate in the management of its affairs, and receive part of the profit, a liquidation quota (the balance of property distributed among the members of the cooperative after its liquidation and satisfaction of creditors' claims); free exit from the cooperative with the receipt of its share; transfer of a share or part thereof to other persons.

The production cooperative is the sole owner of its property. The division of his property into shares does not lead to the creation of common shared ownership, but is only a way to determine the amount of possible claims of a cooperative member to this commercial organization in the event of its withdrawal. In a production cooperative, a unit (authorized) fund, a reserve (insurance) fund, as well as indivisible funds (funds to be divided among the members of the cooperative only in the event of its liquidation, after satisfaction of creditors' claims) and other funds are necessarily formed.

The system of cooperative bodies consists of the general meeting of its members (the highest body), the supervisory board and executive bodies: board and (or) chairman (clause 1 of article 110 of the Civil Code). Mandatory for cooperatives is the principle of staffing its bodies only from among the members.

specific feature legal status cooperative is that a member of a particular cooperative is both its employee and its owner. At the same time, subsidiary liability helps to ensure the stability of the cooperative's property base.

State and municipal enterprises.

Another type of commercial organizations are state and municipal enterprises. The specifics of these subjects civil law consists in the fact that their property is respectively in state or municipal ownership and belongs to such an enterprise on the right of economic management or operational management (paragraph 1 of article 113 of the Civil Code). Therefore, they are the only type of commercial legal entities that do not have the right of ownership to their property, but a secondary right in rem. Thus, a state (municipal) enterprise is a legal entity established by the state or a local government for entrepreneurial purposes or for the purpose of producing especially significant goods (work or services), whose property is state (municipal) property.

The constituent documents of state and municipal enterprises are the charter.

Unlike other entrepreneurial legal entities, the management bodies of state and municipal enterprises, as a rule, are of a sole nature. The enterprise is headed by a manager who is appointed and dismissed by the owner or a body authorized by the owner (clause 4, article 113 of the Civil Code).

There are unitary enterprises based on the right of economic management and unitary enterprises based on the right of operational management.

Unitary enterprises based on the right of economic management are created by decision of the authorized government agency or local government and exists at the expense of self-generated profits. At the same time, the owner of the property of an enterprise based on the right of economic management is not liable for the obligations of such an enterprise, except in cases of subsidiary liability for the obligations of a legal entity that went bankrupt as a result of its instructions.

Prior to the state registration of a unitary enterprise based on the right of economic management, its owner is obliged to fully pay the authorized capital. Hence, phased formation statutory fund for unitary enterprises, unlike other commercial organizations, is not allowed.

The legal status of a unitary enterprise based on the right of operational management (federal state enterprise) is very specific. On the one hand, a state-owned enterprise is created to produce products (perform work, provide services) and, therefore, carry out commercial activities. On the other hand, it can carry out its economic activities at the expense of budgetary funds allocated by the federal treasury. Thus, the legal capacity of the executed enterprise occupies an intermediate position between the legal capacity of a commercial and non-commercial organization, i.e. such a legal entity can be loosely characterized as an "entrepreneurial institution".

A unitary enterprise based on the right of operational management is created by a special decision of the Government of the Russian Federation on the basis of federally owned property (clause 1, article 115 of the Civil Code).

A new form of legal entity - economic partnership.

In April 2011, it became known that the Government was going to introduce a new organizational and legal form of a legal entity - an economic partnership operating on the basis of a share principle. Experts have an ambivalent attitude towards the idea: on the one hand, economic partnerships will add freedom to young innovative companies, on the other hand, this may lead to additional disputes in legal civil law.

According to the draft law, a business partnership is a commercial organization established by two or more persons, in the management of which the partners who have contributed their share take part. The contribution can be not only monetary, but also in the form of property and intangible assets. Creation of a partnership by reorganizing an existing legal entity (merger, division, separation, transformation) is not allowed.

In addition, state bodies and local governments cannot act as partnership participants, and the number of equity holders should not exceed 50 people. Otherwise, the partnership must be transformed into a joint-stock company within a year. If the number of participants in an economic partnership is reduced to one person, it must be liquidated.

As conceived by the initiators of the law, the new legal form should appeal to investors. "Partners are not liable for the obligations of the partnership and bear the risk of losses associated with the activities of the partnership, within the amount of their contributions," the document says. The management of the activities of the economic partnership is carried out in proportion to the shares in the share capital of the partnership.

“The adoption of the draft law on economic partnership will add degrees of freedom to young innovative companies,” says Vasily Markov, manager of Deloitte's tax practice. However, the introduction of a new organizational and legal form may require additional clarifications of tax legislation. “For example, in the currently existing wording of the bill in economic partnerships, it is possible to distribute profits disproportionately to ownership shares. At the same time, tax legislation defines dividends as a distribution of profits proportional to ownership shares. Therefore, questions may arise regarding the interpretation of the distribution of profits of economic partnerships in tax legal relations,” Markov explains.

A source familiar with the document believes that the use of the form of economic partnership may be of interest to any business that rests on specific people, be it a consulting company, a law practice or a dental office. “The ability to introduce flexible forms of business management, profit distribution, exit and entry into the business is what is missing existing forms LLC and CJSC,” he says.

Jan Gritans, Director General of ACG MEF-Audit, on the contrary, considers economic partnerships and investment partnerships (another legal form that is being discussed in the government) as absolutely useless new legal structures. In his opinion, they can lead to additional disputes in legal civil law. “The number and forms of legal entities have already been stipulated in the first part of the Civil Code of the Russian Federation and special federal laws. The introduction of derivative elements of the symbiosis of a simple partnership and business partnerships, which are practically in essence business partnerships and investment partnerships, is an extra ground for discussions that can be decided in courts, and the interpretation and introduction of new sections of substantive law will only complicate the life of lawyers and judges, "- he warns.

Yevgeny Arbuzov, partner at the Art de Lex Center for the Protection of Entrepreneurs and Investors, explains that economic partnerships are similar in form to Western Limited liability companies (LLCs). As a rule, they are in demand by small companies managed by agreement of the parties. On this moment the closest analogue of an LLC in Russia is an LLC and a limited partnership. “Initially, it was assumed that the possibilities of investment mechanisms would be expanded - they would be attractive and understandable for foreign investors,” he explains the strategy of the authorities. However, in principle, one could choose another way - to change the Russian organizational and legal forms and make them more flexible and close to foreign investors.

Civil Code of the Russian Federation. Part one. Section 1. Article 48.

According to the Civil Code of the Russian Federation, all legal entities are divided into commercial and non-commercial. Commercial legal entities have as the main goal of their activities the extraction of profit. Non-commercial legal entities do not have the main goal of making profit and do not distribute it among the participants.

Commercial legal entities by civil law include:

1) general partnerships;

2) limited partnerships (limited partnerships);

3) limited liability companies;

4) additional liability companies;

5) joint-stock companies;

6) production cooperatives;

7) state and municipal unitary enterprises.

A general partnership is created by the participants on the basis of a memorandum of association. General partners carry out entrepreneurial activities on behalf of the partnership and bear joint and several full liability for its debts with all their property. The procedure for managing a partnership is determined by agreement of the private owners (partners). Profits and losses of a general partnership shall be distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the memorandum of association or other agreement of the participants.

In a limited partnership, general partners are liable for the obligations of the partnership with their property and participate in the entrepreneurial activities of the partnership. Along with general partners in a limited partnership there is one or more participants-contributors (limited partners) who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts they have contributed and do not take part in the entrepreneurial activities of the partnership. You can be a general partner only in one general partnership or only in one limited partnership. The management of the activities of a limited partnership is carried out by general partners according to the rules of management in a general partnership.

A limited liability company (LLC) is the most common type of commercial organization. A limited liability company is a company established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. Participants of a limited liability company distribute profit among themselves in proportion to the shares contributed to the authorized capital. Members of an LLC are not liable for the obligations of the Company. The property liability of an LLC is limited by the size of the authorized capital. The supreme body of a limited liability company is the general meeting of its participants.

An Additional Liability Company (ALC) is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. The liability of an ALC is higher than that of an LLC. For the obligations of the ALC, not only the company itself is liable in the amount of the authorized capital, but also the participants - with their property in the same multiple for all of the value of their contributions.

A joint-stock company (JSC) is a legal entity whose authorized capital is divided into a certain number of shares of equal value, certifying the obligations of the company's participants in relation to the company. A joint-stock company owns separate property, which is recorded on its independent balance sheet, can acquire and exercise property and personal non-property rights on its own behalf, be a plaintiff and defendant in court. The supreme governing body of a joint-stock company is the general meeting of shareholders. The JSC participant has the number of votes at the meeting of shareholders in proportion to the number of shares held. Profit is also distributed among the shareholders in proportion to the number of shares. There are two types of joint-stock companies: open (JSC) and closed (CJSC). In an OJSC, shares can be freely sold to participants to each other or to other persons. In a CJSC, shares cannot be sold without the consent of other shareholders, and shares are distributed only among its founders or other predetermined circle of persons. JSC, the founders of which are in the cases established by federal laws, Russian Federation, subject of the Russian Federation or municipality, can only be open. In a company with more than 50 shareholders, a board of directors (supervisory board) is created.

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for the implementation of joint production or other economic activities based on the personal participation of its members and the association of property shares by its members. Members of a production cooperative shall bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by the law on production cooperatives. The property owned by the production cooperative is divided into shares of its members in accordance with the charter of the cooperative. The cooperative is not entitled to issue shares. A member of the cooperative has one vote in decision-making by the supreme management body - the general meeting of members of the cooperative.

A unitary enterprise is a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. The property of a state or municipal unitary enterprise (SUE and MUP) is, respectively, in state or municipal ownership and belongs to such an enterprise on the basis of the right of economic management or operational management. The management body of a unitary enterprise is the head, who is appointed by the owner of the property or a body authorized by the owner and is accountable to him. A unitary enterprise is liable for its obligations with all its property. A unitary enterprise shall not be liable for the obligations of the owner of its property.

2. Non-profit organizations

Non-profit organizations are called organizations that do not have as their main goal the extraction of profit and do not distribute it among the participants. They are subjects of commercial law because they can engage in trading activities to achieve their statutory objectives without the purpose of making a profit. Non-commercial legal entities include:

1) consumer cooperatives;

2) public and religious organizations (associations);

4) institutions;

5) associations of legal entities (associations and unions).

A consumer cooperative is a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by combining property shares by its members. Income received by a consumer cooperative from entrepreneurial activities carried out by the cooperative is distributed among its members. Members of a consumer cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid part of the additional contribution of each of the members of the cooperative.

Foundation - a non-profit organization without membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The property transferred to the foundation by its founders is the property of the foundation. The founders are not liable for the obligations of the fund they have created, and the fund is not liable for the obligations of its founders. The Foundation has the right to engage in entrepreneurial activities necessary to achieve the socially useful goals for which the Foundation was created, and corresponding to these goals. In order to carry out entrepreneurial activities, foundations have the right to create business companies or participate in them.

Institutions-organizations created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part. The institution is responsible for its obligations with the funds at its disposal. In case of their insufficiency, the owner of the relevant property bears subsidiary liability for its obligations.

Associations and unions are associations of commercial and other organizations for the purpose of coordinating their business activities, as well as representing and protecting common property interests. The association (union) is not responsible for the obligations of its members. Members of an association (union) bear subsidiary liability for its obligations in the amount and in the manner prescribed by the founding documents of the association.

What are commercial and non-profit organizations?

Commercial and non-profit organizations, in fact, are legal entities, thus subdivided depending on the purpose of creation. The first aim is to make a profit from commercial activities and its distribution among the participants of the enterprise. The latter can also be engaged in entrepreneurship, however, in this case, the profit is spent on the purposes for which the legal entity was created and therefore cannot be distributed among its participants.

The activities of non-profit organizations are usually aimed at achieving social, educational, charitable, scientific and cultural goals, developing sports and meeting other needs of citizens.

Commercial and non-profit organizations. Forms.

The list of forms (types) of commercial organizations is exhaustive and is enshrined in Civil Code Russia. These include:

Business partnerships and companies. They are commercial organizations, the authorized capital of which is divided into contributions of participants.

Economic partnerships are created in the form of a full partnership, as well as limited partnerships. Members of the partnership have the right to participate in the activities of the organization. The profit is divided proportionally to the shares. All participants in a general partnership are equal. They risk their property. A limited partnership is understood as a partnership in which, in addition to participants carrying out activities aimed at making a profit on behalf of the partnership, liable for the obligations of the partnership with their own property, there is at least one who risks property, within the amount of the contribution and does not take part in the implementation of entrepreneurship .

production cooperatives.

Commercial organizations, which are associations of citizens on a voluntary basis, functioning for the purpose of joint production and other economic activities on the basis of membership. The property is formed at the expense of the shares of the members of the cooperative.

The list of non-profit organizations may be supplemented. Non-profit organizations are created in the form of: religious and public associations and organizations, consumer cooperatives, institutions, non-profit partnerships, associations and unions, foundations, etc.

The activities of non-profit organizations are limited (by the charter and memorandum of association), it is directly prescribed in them and cannot go beyond.

Commercial and non-profit organizations are considered established from the moment of the state. registration. At the same time, non-profit organizations operate without limitation of terms of activity and subsequent re-registration is not required.