A commercial institution that is a legal entity. The concept and differences between commercial and non-profit organizations

It is known that organizations are divided into commercial and non-commercial. To put it simply, commercial organizations main goal their activities are focused on making a profit, while non-profits have slightly different priorities. So, let's delve deeper into the essence of the issue, considering the differences and types using specific examples.

According to Article 50 of the Civil Code of the Russian Federation, as mentioned above, commercial organizations are legal entities whose main purpose is to make profit and distribute it among members, and non-profit organizations are legal entities that do not pursue this goal. This is what it consists main point differences between them.

Kinds

• partnerships and companies engaged in economic activities;
• communal and state unitary enterprises;
• production cooperatives.

However, this list may be expanded in the future.

Many joint-stock companies, both with and without state participation, can be cited as examples of KOs: OAO Gazprom, OAO Alfa-Bank, OAO AvtoVAZ, and many others. In order not to go far for examples, we can say that almost any company and store should be safely classified as a commercial organization. The same applies to various public utilities, which, for example, are engaged in the supply of water to the population, and have a profit from this type of activity directed to the relevant local budget.

The same applies to state-owned enterprises, only with the direction of profits to the state budget. Production cooperatives, as commercial organizations, are most often found in Russia in the agricultural industry. For example, SPK "Kilachevsky", which is the largest milk producer in the Sverdlovsk region.

Non-profit organizations according to the same Civil Code include

• various religious and religious organizations;
• consumer or service cooperatives,
• charitable foundations;
• public associations.

But again, this list may not be complete. Profit commercial organizations need not be completely absent. But making a profit should not turn into an end in itself, otherwise this organization can already be considered as a commercial one.

And, in no case, the profit should not be distributed among members or participants, but completely go to the needs of the organization itself, or to achieve the goals that it pursues. As an example of a non-profit organization, one can cite the largest religious organization in Russia - the Russian Orthodox Church(ROC).

Charitable organizations include Charitable Foundation them. V. Potanin, which is engaged in issuing various grants and scholarships to students and teachers, as well as the Volnoe Delo Foundation, which has a fairly wide range of activities, from education to the restoration of churches. Public associations include the All-Russian public organization "League of the Health of the Nation".

Consumer cooperatives, like commercial production cooperatives, are most widespread in agriculture. Only the purpose of such cooperatives is not to make a profit, but to provide various services to their members. Indeed, not every farmer can afford to have the entire set of equipment for the work he needs, but he can become a member of a cooperative and pay for the services he needs at their cost, and not overpay by hiring equipment from outside.

The negative factor is that in the current conditions, for some non-profit organizations, the main goal of their activities is not the declared tasks, but the laundering of money obtained illegally.

Thus, we found that the main fundamental differences are the purpose of their activities and the direction of distribution of profits. In the first case, the profit can be distributed among the members of the organization, in the second case, this is strictly prohibited.

Opinions and reviews

It is very hard to believe that the leadership of non-profit organizations do not put a penny in their pocket. I am sure that most of the people who are members of them really do not receive anything, but there is a layer that lives only by this. One has only to remember, for example, what cars the ministers of the church drive.

iriver, management is people, and people are different. And for this reason, not all representatives of the Russian Orthodox Church drive luxury cars, many of them even walk. But for the sake of fairness, it should be noted that the level of corruption in state structures is much higher than in commercial companies.

I would not say that they are based on their cult alone and live like a brotherhood, selflessly helping each other. Such organizations are immediately associated with sects, under the guise of kindness and a friendly society, depriving their followers of real estate and other property.

The profit of a non-profit organization is needed. Only it goes to the goals defined in the charter of such an organization, as a rule.

A commercial organization is an organization whose main activity is aimed at making a profit, which is distributed among all participants.

Commercial structures are defined in a strict organizational and legal form.

general characteristics

Each participant, also referred to as the founder, has certain rights, he can:

• take part in the affairs of the organization;
• receive any information of interest to him about the activities of the enterprise;
• take part in the distribution of income;
• claim your share of the property in time.

Such organizations are characterized by the following functional features:

• the presence of own or rented property;
• pooling the capitals of participants in order to increase and grow financial profits;
• combining the knowledge and experience of the participants.

All types of commercial structures have these characteristics, with the exception of they differ significantly in their organizational base.

Their main activity is trade, namely the sale of goods and services. At the same time, they are often engaged in providing all the necessary material resources, and also carry out trade and intermediary activities. Commercial firms are not directly involved in the production of the goods themselves; entrepreneurial organizations are characterized by this function.

The main goal of a commercial organization is to make a profit.

To achieve this goal, legal entities are engaged in the production of products that meet demand, able to compete in the market for goods and services. For the same purpose, they provide their participants with favorable conditions for productive activity.

The tasks that such a legal entity sets itself. a person are determined by the amount of financial resources available and at their disposal, the interests of the owner and other factors.

Classification

According to the degree of responsibility and organizational and legal form, all commercial structures are divided into four main types, each of which, in turn, is further divided into several groups:

• Business partnerships (the authorized capital consists of the contributions of the founders, who are fully responsible for the property of the organization).
• Business companies (the authorized capital consists of contributions from the founders who do not bear full responsibility for the property).
• (association of participants on a voluntary basis).
• Unitary enterprises (created by the state, do not have the right to own property, the authorized capital is budgetary funds).

Business partnerships have distinguishing feature All members bear responsibility and risk for all property that belongs to the organization.

There are two types:

• - assumes full responsibility of all members;
• – not all participants are fully responsible.

Any partnership is built on the basis of the trust of the participants, each of which risks not only their contributions. Without a trusting relationship, no such association can exist.

Participants in a business partnership bear responsibility and risk only in the amount of their personal contribution. Their types:

• limited liability company - LLC (the capital is divided into contributions of participants who do not take a personal part in the affairs);
• company with additional liability (capital consists of shares of participants who bear additional liability for the debts of the enterprise in the amount of their own contribution);
• joint-stock companies - joint-stock companies (capital consists of shares, shareholders are not responsible for property, but risk within their own shares).

Joint stock companies are currently the most popular form of existence of commercial organizations. They are open and closed:

• CJSC (JSC) distribute shares within their organization among the founders.
• OJSC (PJSC) distributes shares by means of public subscription.

For information on which organizational and legal forms are best suited for business, see the following video:

Financial resources

The creation of such organizations is carried out at the expense of funds authorized capital, which is formed from the contributions of the founders and participants.

The financial sources of commercial firms in the course of their activities are:

• Revenue received from services, goods and works. Its increase is an indicator of the financial growth of the enterprise. Growth in revenue occurs as a result of an increase in the volume of products or services, as well as due to an increase in tariffs.
• Sale of property. For various reasons, an organization may sell its equipment.
• Cash savings, this includes reserve savings.
• Income not related to revenue, non-operating income, provision of funds for a certain period of time at interest. This may include interest on deposits, loans, credits, rental income, fines and penalties received as a result of joint activities with other companies.
• Income from participation in the financial market.
• Funds from the budget. For example, in the form of subsidies, investments, payment for government orders.
• Proceeds from parent companies.
• A small percentage of monetary sources are gratuitous receipts.

Most of the finance is formed by sales proceeds, and budget revenues have a relatively small percentage.

Constituent documents

Any legal entity performs its functions on the basis of constituent documents. Each type of commercial organization has its own set of documents, it depends on the legal form.

The constituent documentation contains information about the name of the enterprise, its location and the procedure for managing activities. These three components characterize and identify a legal entity.

The main documents are considered and. A limited liability company and a unitary enterprise operate on the basis of the charter, but include other types of documentation:

• certificate of state registration;
• certificate of tax registration;
• memorandum of association (agreement of participants on the creation of this company);
• agreement on the rights of founders;
• list of founders;
• protocols, decisions, orders, etc.

Joint stock companies carry out their functions on the basis of the same documents, to which the register of shareholders is added instead of the list of founders.

Particular attention is paid to the method and conditions of storage of documentation, this is paid close attention during audits. And not surprisingly, its loss deprives a legal entity of its legal capacity. An official must be responsible for the safety of documents - usually this CEO or special substructures - the department of documentation support, for example.

Documents are stored in sealed safes and metal cabinets and are issued strictly against receipt.

The terms of storage of documentation are established by regulatory legal acts, according to which each document has its own statute of limitations. The only exceptions are some papers that should be kept forever.

The law categorically prohibits the destruction of documents with an unexpired statute of limitations, as well as the storage of those whose expiration date has already expired. This entails administrative responsibility.

Differences from non-profit organizations

AT Russian Federation there are two types of legal entities. These are commercial and. If the result of the activity of the company is not to generate income, then it is called non-profit.

While there is some similarity, these forms differ significantly in goals and objectives and not only in them. The first and most important difference lies in the goals. The purpose of commercial legal entities is to make a profit and improve the livelihoods of their founders. Nonprofits act in other interests. Their tasks are associated with a socially useful good and are aimed at solving socially significant problems.

In addition to this main difference, there are a number of others:

• Income distribution. If in a commercial firm the profit is distributed among the participants, and the other part goes to the development of their own enterprise, then in a non-commercial business the situation is somewhat different. In them, finances are used to achieve the goals prescribed in the charter.
• Produced product. The end product of commercial associations is an individual product that is in demand in the market. Non-profit firms are interested in producing a product for the public good.
• Employees. Non-profit companies assume the presence in the state of persons acting on a voluntary basis.
• Financial sources. Financial receipts in non-profit structures are divided into external (state funds) and internal (membership fees, income from deposits, and others).
• Control. The activities of commercial firms are governed by the behavior and demand of customers. Non-profit organizations do not operate on the basis of market relations, they are socially oriented. useful product. They are between market and non-market relations.
• Rights. Commercial organizations do not have strict restrictions on their rights; they can carry out any activity permitted by law aimed at making a profit. Whereas non-profit structures act in strict accordance with the statutory goals within their framework.
• Registration authority. Commercial firms are registered with the tax authorities, and non-profit ones - with the Ministry of Justice.

The concept and features of a legal entity. Types of legal entities.

Topic. Legal entities and the state as subjects of civil law

1. The concept and features of a legal entity. Types of legal entities.

2. Formation of legal entities. Constituent documents of legal entities. State registration of legal entities.

3. Name and location of the legal entity.

4. Legal capacity and legal capacity of a legal entity. Bodies of a legal entity.

5. Termination of a legal entity.

6. Participation of the state in civil law relations.

legal entity an organization is recognized that owns and manages separate property, bears independent responsibility for its obligations, can acquire and exercise property and personal non-property rights on its own behalf, perform duties, be a plaintiff and defendant in court. A legal entity must have an independent balance sheet or estimate (Article 44 of the Civil Code).

Thus, a legal entity must have the following characteristics:

1) Organizational unity. This means that a legal entity has a certain structure, the subordination of its members structural divisions and structural units, a system of governing bodies with relevant competence.

2) Property isolation of a legal entity means that its property is isolated from the property of all other legal entities and individuals, the state and administrative-territorial units.

3) The independent liability of a legal entity for its obligations is expressed in the fact that legal entities are liable for their obligations with all their property.

4) Independent performance of a legal entity in civil circulation and in any court on its own behalf. This means that a legal entity can be a plaintiff and a defendant in court, acts as an independent subject of law in relations with other bodies. state power and management.

Types of legal entities:

· Commercial organizations - organizations pursuing profit making as the main goal of their activities and (or) distributing the profit received among the participants;

· Non-Profit Organizations - not having profit making as such a goal and not distributing the profit received among the participants.

Legal entities that are commercial organizations can be created in the form of economic partnerships and companies, production cooperatives and unitary enterprises. Legal entities that are non-profit organizations may be created in the form of consumer cooperatives, public or religious organizations (associations), institutions financed by the owner, charitable and other foundations, as well as in other forms provided for by law.

LLC in accordance with the Civil Code of the Russian Federation and the Law on Limited Liability Companies (hereinafter referred to as the Law on Limited Liability Companies) Federal Law “On Limited Liability Companies” dated February 8, 1998 No. 14-FZ (as amended on July 11, December 31, 1998, 21 March 2002) item 1. article 2. ch.1. a business company is recognized, the authorized capital of which is divided among the participants into shares of the sizes determined by the constituent documents. Its participants bear the so-called limited liability for the activities of the company, that is, they 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. The law allows a company participant to pay the due share in the authorized capital within a certain time, and not at a time.

In this case, the participants who have not fully contributed to the charter capital of the company shall be jointly and severally liable for its obligations to the extent of the value of the unpaid part of the contribution of each of its participants. This type of corporation is an invention of German lawyers, made at the end of the 19th century and caused by the requirements of practice, which showed insufficient elasticity of joint-stock companies. Members of a society have in relation to it only obligations, but not real rights to property. A member of a company can claim its property only in cases of its liquidation, upon its withdrawal from it, and in other cases when it must make settlements with it, for example, if it does not receive consent from the other members of the company to alienate a share to another participant.

LLC is a commercial organization, making profit for it is the main goal of its activity. This means that it can carry out any type of entrepreneurial activity, unlike non-profit organizations that have the right to conduct entrepreneurial activity only in so far as it serves to achieve the goals for which they were created. Certain types of activities, the list of which is determined federal laws, the company can be engaged only on the basis of a special permit (license). The types of activities subject to licensing are determined by the Federal Law “On Licensing certain types activities". Federal Law No. 128-FZ of August 8, 2001 “On Licensing Certain Types of Activities” (as amended on March 13, 21, December 9, 2002, January 10, February 27, March 11, 26, December 23, 2003, November 2, 2004) Art. 17. If the conditions for granting a special permit (license) to carry out a certain type of activity provide for a requirement to conduct such activity as an exclusive one, then the company during the validity period of the special permit (license) has the right to engage only in such types of activities that are provided for by the special permit (license), and related activities.

LLC is considered to be established as a legal entity from the moment of its state registration. The legal capacity of the company is terminated with its liquidation and an entry about it in the unified state register of legal entities. Unless otherwise specified in the articles of association, the company operates without a time limit. The Company shall be liable for its obligations with all its property and shall not be liable for the obligations of its members. However, in certain cases there may be exceptions to this rule.

The LLC must have a full name in Russian and a postal address at which communication is carried out with it. The location of the company, as a general rule, is determined by the place of its state registration. However, in the constituent documents it may be established that it is the place of permanent location of its management bodies or the main place of its activity. The legislator obliges the company in the full and abbreviated corporate name of the company to use the words "limited liability company" or the abbreviation LLC, respectively, and allows the use of the name of the company in any language.

The Company has a number of features that allow establishing its place among other business partnerships and companies.

Firstly, LLC, like all business partnerships and companies, is a legal entity. The features contained in the legal definition of a legal entity (Article 48 of the Civil Code of the Russian Federation) - organizational unity, the existence of real rights to property, self-responsibility, acting in circulation, on one's own behalf, procedural legal personality, require different specification for different forms legal entity. The only point common to all legal entities is the possibility of acting outside on their own behalf.

Secondly, the lack of liability of the Company's members for the obligations of the LLC. The very name "limited liability company" is not entirely accurate. The Society bears full responsibility for its obligations with all its property, and the participants do not bear any responsibility for the obligations of the Society, except as otherwise provided by law.

In accordance with the Law on Companies, an LLC may establish branches and open representative offices by decision of the general meeting of LLC participants, adopted by a majority of at least two-thirds of the votes of total number votes of LLC participants, if necessary more votes for making such a decision is not provided for by the charter of the company. The creation of LLC branches and the opening of their representative offices on the territory of the Russian Federation are carried out in compliance with the requirements of the Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state on the territory of which branches are created or representative offices are opened, unless otherwise provided by international treaties Russian Federation.

An LLC may have subsidiaries and dependent business companies with the rights of a legal entity established in the territory of the Russian Federation in accordance with the Law and other federal laws, and outside the territory of the Russian Federation also in accordance with the legislation of the foreign state in whose territory the subsidiary or dependent business company is created , unless otherwise provided by international treaties of the Russian Federation.

• 1. Members of the Company who have made contributions incompletely shall be jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of the participants (clause 1, article 87 of the Civil Code of the Russian Federation; clause 1, article 2 of the Law on Companies). The subjects of liability are all participants who have not fully made the contributions provided for by the constituent documents. The participants of the company are liable to the creditors of the Company, and not to the company. At the same time, the company itself has the right to demand that the participant fulfill its obligation - to make a contribution within the time limit in due course and in the form in which it is provided for in the memorandum of association.
• 2. In accordance with paragraph 3. Art. 56 of the Civil Code of the Russian Federation and paragraph 3 of Art. 3 of the Law on Companies, if the insolvency of a legal entity is caused by its participants or other persons who have the right to give instructions binding on this legal entity or otherwise have the opportunity to determine its actions, such persons, in the event of insufficient property of the legal entity, may be assigned a subsidiary responsibility for his obligations. The meaning of the norm is a certain compensation to creditors in the event that the obligations were accepted on behalf of the Company, but the participant or other persons had the opportunity to give mandatory instructions or determine the actions of the legal entity. The following conditions are required for the imposition of subsidiary liability:

The legal basis for the ability to determine the actions of the Company is participation in the capital, providing a majority of votes compared to other participants, or the existence of an agreement on the obligation of instructions and the use of this opportunity.

• 3. In accordance with paragraph 2 of Art. 105 of the Civil Code of the Russian Federation and paragraph 3 of Art. 6 of the Law on Companies, the main company, which has the right to give instructions to the subsidiary that are obligatory for it, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.
• 4. In case of making non-monetary contributions to the authorized capital of the Company, the members of the Company and an independent appraiser within three years from the date of state registration of the Company or the relevant changes in the Charter of the Company, jointly and severally bear subsidiary liability for its obligations in the amount of overestimation of the value of non-monetary contributions (Clause 2, Article 15 of the Law on Companies).

Thirdly, a limited liability company is an organization that combines the property of participants. Therefore, naturally, one should turn to the question of the features of the authorized capital, that is, property. The presence of property ensures the property isolation of the company from its participants and independent responsibility. A company, already at its inception, must have a certain authorized capital, the amount of which is indicated in the constituent documents. Martemyanov V.S. Economic law. T. 1 - M., 2002. - S. 175.

The company, like other business partnerships and companies, has separate property transferred by participants and received in the course of activity, and accounted for on an independent balance sheet (clause 2, article 2 of the Law on Companies). The independent balance reflects all property rights and obligations, receipts and costs. The independent balance includes the property of branches, representative offices and separate subdivisions.

Fourthly, the authorized capital of the company is divided into certain number parts (shares). Shares may be equal or unequal. By payment or obligation to pay these shares in a certain amount, the right to membership in the society is acquired. The authorized capital itself consists of a set of contributions of participants.

The participant who has made a contribution loses any real rights to the contributed property, acquiring the right to claim against the company. The size of the participant's share determines the amount (volume) of the participant's obligations under the law of obligations against the company. But in addition to rights, the share also determines the size of the participant's obligations to society. Thus, the share of participation is a set of rights and obligations in a certain amount of each participant in relations with the company, that is, in a broad sense, a share is a complex of legal rights and obligations; in the narrow sense - the share of participation of the participant in the property of the company Rozenberg V.V. Limited Liability Partnership. - SPb., 1999. - S. 27. capital. The share of participation in the form of a set of rights is a kind of counter representation, the equivalent presented in an obligation in exchange for the contribution of the participant.

Fifthly, the presence of obligations between the participants of the company. Internal relations in society consist of the relations of participants among themselves and participants with society. The fact of the existence of a memorandum of association signed by the participants implies the existence of the rights and obligations of the participants in relation to each other for the entire period of the functioning of the company.

A limited liability company, although it is based on the pooling of capital (like any business company) and does not provide for the mandatory participation of the persons creating it in the production, economic, commercial activities of the company, at the same time implies the establishment of closer corporate and economic ties between its participants and the company than, say, in a joint-stock company, which is manifested in: a special procedure for joining a limited liability company; the restriction allowed by the Law on the admission of new persons to its composition; the possibility of redemption by the company of the share owned by the participant; the right of a participant to withdraw from the company with the payment of the actual value of his share and a number of other features characteristic of these structures. At the same time, limited liability companies are quite close to closed joint-stock companies. These relations arise on the basis of a civil law contract, which is a memorandum of association, bind certain persons and have as their content the obligation to take active actions, i.e. these are typical legal obligations.

At sixth, internal structure society implies the need for governing bodies whose actions are the actions of society itself. The totality of all participants forms only supreme body society, limited in its actions by the conditions contained in the constituent documents. Volobuev Yu.A. Limited Liability Company. - M.: "Filin", 2004. - S. 19.

An LLC, like a JSC, is a form of a commercial organization, where the status of a participant does not mean that it is mandatory and necessary to participate in the management of the company. As executive body companies may be persons who are not members of the company, and the functions of the sole executive body may be transferred to the manager of a commercial organization or an individual entrepreneur (Article 42 of the Law on Societies).

Seventh, a society may be established by one or more persons. However, the number of its founders cannot exceed more than fifty - the maximum number of participants established by paragraph 3 of Art. 7 of the Companies Act. In addition, a company cannot have as its sole founder (participant) another economic company consisting of one person (clause 2, article 88 of the Civil Code, clause 2, article 7 of the Law on Companies).

In paragraph 2 of Art. 2. The Law on Companies establishes the main provisions necessary for a company to acquire the status of a legal entity:

a) a limited liability company owns separate property, which is accounted for on an independent balance sheet. The source of its formation is, as already noted, the funds contributed by the founders (participants) of the company as a contribution to the authorized capital, as well as property acquired on other grounds provided for by law - as a result of production, economic, commercial activities, etc. (Article 218-219 of the Civil Code).

As contributions to the property of a business company in accordance with Art. 27 of the Law on Companies, monetary funds and other material assets, as well as property or other rights having a monetary value, may be contributed. At the same time, the company may own the objects of intellectual property created by it in the course of its activity - the right to industrial designs, certain technologies, a trademark, etc.

b) the company may, in its own name, acquire and exercise property and personal non-property rights and bear obligations. This is manifested in the implementation of the owner's powers to own, use and dispose of property to meet their own needs, conduct production and economic activity for charitable and other purposes. The company can make transactions for the alienation of its own property and the acquisition of a new one (contracts of sale, exchange, donation); transfer of their property for rent or temporary use (under a loan agreement); transfer it as a pledge, make it as a contribution to the authorized capital of other business companies, etc.

These rights are freely exercised by the company, except in cases where there are legal restrictions. Yes, Art. 575 of the Civil Code does not allow commercial organizations to donate property to each other. Art. 690 of the Civil Code prohibits commercial organizations from transferring property for gratuitous use to a person who is a founder, a member of this organization, as well as its director, a member of a collegial management or control body.

The company bears obligations related to the exercise of the rights of the owner - care for the maintenance of property belonging to it (Articles 209, 210 of the Civil Code).

• c) another sign of a legal entity is the right to be a plaintiff and a defendant in court. The right to judicial protection is provided for in Art. 11 GK. The Company is independently liable for its obligations, except for the cases established by law.
• d) the society has organizational unity, which is manifested primarily in a certain hierarchy, subordination of the governing bodies that make up its structure, and in a clear regulation of relations between its participants. Thus, a multitude of persons united in a society acts in civil circulation as one person.

Being a commercial organization, the company, in accordance with Art. 49 of the Civil Code and paragraph 2 of article 2 of the Law on Companies has general legal capacity, that is, it can have civil rights and bear civil obligations necessary to carry out any types of activities not prohibited by law. In Article 2 of the Law on Companies, along with this, it is noted that the activities of the company should not contradict the subject and goals specifically limited in the charter of the company. Such restrictions can be established in the charter by decision of either the founders (when creating a company) or the general meeting of participants (by making changes and additions to the Charter), based on the goals for which the company is being created. Transactions made by a company in contradiction to the goals of activity, specifically limited in its constituent documents, are grounds for declaring them invalid by the court at the suit of this company, its founder (participant) or the state body supervising the activities of this legal entity, if it is proved that another the party to the transaction knew or obviously should have known about its illegality (Article 173 of the Civil Code).

Depending on the differences in legislative regulation associated with forms of ownership, as well as the characteristics of the organization, legal entities are divided as follows. First of all, legal entities are divided into commercial and non-commercial organizations.

Commercial organizations are recognized as pursuing profit as the main goal of their activities and having the right to distribute this profit, at their own discretion, among the participants.

Non-profit organizations do not have the primary purpose of making a profit; them the main task- Achievement of statutory goals. At the same time, they do not have the right to distribute the profits received among the participants at their own discretion. Commercial organizations are created in the form of business partnerships, business companies, production cooperatives, state and municipal enterprises.

Non-profit organizations are created in the form of consumer cooperatives, public and religious organizations and associations, institutions and various foundations.

Non-commercial organizations can engage in entrepreneurial activity only if it corresponds to the statutory goals and contributes to their achievement.

Commercial and non-commercial organizations jointly or separately may form associations and unions.

Forms of commercial organizations

Economic partnership

First, we characterize the main forms of commercial organizations. A business partnership is a commercial organization with a common (so-called share) capital divided into shares of participants. The property that is created at the expense of the contributions of the participants, as well as the property produced and acquired by the partnership in the course of its activities, belongs to it by the right of ownership.

Business partnerships are created in the form of general partnerships and limited partnerships (limited partnerships).

A general partnership is one in which the participants (they are called “general partners”), in accordance with the agreement concluded between them, are engaged in entrepreneurial (commercial) activities on behalf of the partnership and are liable for its obligations with all their property. Profits and losses are distributed among general partners, as a rule, in proportion to their shares in the share capital. Agreements to eliminate any of the participants from participation in profits or losses are not allowed. The partners are jointly and severally liable for the obligations of the partnership.

A limited partnership, or a limited partnership, is one in which, along with general partners who conduct entrepreneurial activities on behalf of the partnership and are liable for its obligations, there is one or more participants who have made contributions, but are not liable for the obligations of the partnership with their property and are not involved in his business activities. These special participants (they are called limited partners) bear the risk of losses associated with the activities of the partnership, only within the limits of their contributions. As for general partners, they act and bear responsibility according to the rules for general partnerships.

Participants in general partnerships and general partners in limited partnerships can be both individual entrepreneurs and commercial organizations, while individuals and legal entities can be investors in limited partnerships.

An individual or legal entity may be a participant in only one general partnership, as well as a general partner in a limited partnership.

Economical society

A business company is a commercial organization with a common (so-called authorized) capital divided into contributions of the founders. The property that is created at the expense of the contributions of the participants, as well as produced and acquired by the company in the course of its activities, belongs to it by the right of ownership.

Business companies are created in the form of joint-stock companies, limited liability companies and additional liability companies. A joint stock company is one whose authorized capital is divided into a certain number of shares.

A share is a security that gives the right to receive a certain share of profit (dividend).

Members joint stock company(shareholders) are not liable for its obligations and bear the risk of losses on the activities of the company only within the value of their shares.

The founders of a joint-stock company enter into an agreement with each other in writing(the so-called constituent agreement), which determines the procedure for creating a company, the size of its authorized capital, the shares of participants, the nature and value of shares.

Joint-stock companies are divided into open (JSC) and closed (CJSC). Open companies - those in which participants can freely, without the consent of other shareholders, sell their shares. open society conducts an open subscription to the shares issued by him and puts them in free sale.

Closed companies - those in which shares are distributed only among its founders or other, pre-established narrow circle of persons. Participants in a closed company have a pre-emptive right to purchase shares sold by other members of the company. The number of participants in a closed society should not exceed fifty people.

A limited liability company is one whose authorized capital is divided into shares determined by the constituent documents. Having contributed his share, a member of the company receives the right to receive a certain part of the profit. The participants of the company are not liable for its obligations and bear the risk of losses on the activities of the company within the limits of their contributions. The number of participants in a limited liability company must not exceed fifty people.

An additional liability company operates on the same general rules same as a limited liability company. The difference lies in the fact that the participants in this society are jointly and severally liable for its obligations with their property in the same multiple for all of the value of their contributions. This means, in particular, that in the event of the bankruptcy of one of the participants, his liability is distributed among the other participants in proportion to their contributions.

Limited companies and companies with additional liability do not issue shares. Members of companies of all forms can be both individuals and legal entities.

State bodies and local self-government bodies do not have the right to be participants in economic companies and investors in limited partnerships. Contributions to the property of business partnerships and business companies are money, securities, things, property or other rights having a monetary value.

Participants of business partnerships and business companies have the right to:

- participate in the management of a partnership or company, having, when making decisions, the number of votes proportional to its share in the share capital or the number of shares or shares in the authorized capital; - take part in the distribution of profits; - in case of liquidation of the organization, to receive their share of the property remaining after settlements with creditors; - receive all information about the state of affairs in the organization and get acquainted with its accounting and other documents.

Participants of business partnerships and business companies are obliged to:

• make due contributions on time and in the prescribed manner;
• not to disclose confidential commercial and other information.

From all of the above, it follows that the main difference between business partnerships and business companies is due to the fact that, in essence, partnerships are associations of persons, and companies are associations of capital.

The association of persons in a partnership presupposes their personal participation in its affairs and, above all, in its entrepreneurial activity. To do this, the participant must be registered as a commercial organization or individual entrepreneur. Hence the requirement to be a member of only one partnership, as well as the fact that the partnership is not entitled to include non-profit organizations or citizens who are not engaged in entrepreneurial activities.

As for business companies, the pooling of capital in them does not provide (although it does not prohibit) the personal participation of founders, participants, shareholders in the commercial business activities of the organization. Hence, simultaneous participation in several companies, and not only entrepreneurs, is possible.

The most important difference between partnerships and companies is that the participants in partnerships (except for limited partnerships) bear full, unlimited liability for their obligations and debts with all their property. In companies, the participants are not liable for debts, but only bear the risk of losses within the limits of their contributions (the only exception is companies with additional liability).

It is worth noting that the impossibility of answering with the same property for the debts of several organizations is another explanation for the fact that the law prohibits the participation of one person in several partnerships.

Production cooperative

A production cooperative (or artel) is a voluntary association of individuals and legal entities on the basis of membership for joint production or other economic activities, involving personal labor and other participation.

Members of a production cooperative make share contributions established by the charter, which, together with earned property, constitute the property of the cooperative. A certain part of this property is formed by indivisible funds. A member of a cooperative can withdraw from it at will at any time. At the same time, he can receive the share due to his share from the part of the cooperative property remaining after the allocation of indivisible funds from it. The members of a production cooperative bear, in accordance with its obligations, a certain statutory and the charter of the cooperative, personal responsibility. The profit of the cooperative is distributed among its members, as a rule, in accordance with their labor contribution. The number of members of the cooperative must be at least five. This is the minimum from which the artel can work fruitfully.

Unlike business partnerships and business companies, a cooperative unites citizens who participate in its activities by personal labor. At the same time, the size of the share contribution does not affect the number of votes assigned to its owner when making managerial decisions and the share of profit received by him: each member of the cooperative has one vote, and the profit is distributed among the members of the cooperative in accordance with their labor contribution.

unitary enterprise

Commercial organizations - state and municipal enterprises are created in the form of so-called unitary enterprises.

unitary enterprise- this is an organization that is not endowed by the owner with the right to property transferred by him to the enterprise. The property of a unitary enterprise is indivisible. It cannot be divided by contributions, shares or shares (including between employees of the enterprise). State or municipal property transferred to a unitary enterprise may belong to this enterprise on the right of economic management or on the right of operational management, which have already been discussed. The owner of the property of a unitary enterprise based on the right of economic management (the state) is not liable for the obligations of this enterprise, and the unitary enterprise is not liable for the obligations of the owner. A unitary enterprise based on the right of economic management is liable for its obligations with all its property. Unitary state enterprises based on the right of operational management, created on the basis of federal property, are called state-owned enterprises. These are enterprises of the defense complex, communications enterprises, enterprises that print money, etc. The right of operational management, more than the right of economic management, limits the independence of the enterprise, its commercial opportunities. But the state is responsible for its obligations.

Non-Profit Organizations

Despite the fact that for non-profit organizations, making a profit is not the main goal of their activity, it is not forbidden for them to have a profit, that is, to engage in commerce. True, the ability to dispose of the profits is limited here by the statutory goals of the enterprise.

consumer cooperative

A consumer cooperative is a non-profit organization, which is a voluntary association of individuals and legal entities on the basis of membership, in order to meet their material and non-material needs.

Members of a consumer cooperative make share contributions established by the charter, which, together with earned property, constitute the property of the cooperative. Members of the cooperative are also required to make additional contributions if necessary to cover the losses incurred by the cooperative. Within the limits of the unpaid part of the additional contributions, the members of the cooperative are jointly and severally liable. The income of a consumer cooperative from entrepreneurial activity is distributed in accordance with its charter among the members of the cooperative.

Public and religious organizations

Public and religious organizations are voluntary associations of citizens based on common interests to meet spiritual or other non-material needs. Being non-profit organizations, they can engage in entrepreneurship only if it corresponds to the statutory goals and is aimed at achieving them.

Members of public and religious organizations do not retain the rights to the property and membership fees transferred by them to these organizations. Members of public and religious organizations are not liable for the obligations of these organizations, and they, in turn, are not liable for the obligations of their members.

Funds

Foundations are non-membership non-profit organizations established to achieve cultural, educational, social, charitable or other public benefit purposes. Funds are established by individuals and legal entities on the basis of voluntary property contributions. The property transferred to the foundation by its founders becomes the property of the foundation. This property can only be used for statutory purposes. The Foundation can engage in entrepreneurship only if it corresponds to the statutory goals and is aimed at achieving them. Entrepreneurial activity involves the creation of economic companies or participation in them. The founders of a foundation are not liable for its obligations, and the foundation is not liable for the obligations of its founders. Upon liquidation of the fund, its property is directed to the statutory purposes.

Institutions

Institutions are organizations created by owners to solve socio-cultural, managerial or other non-commercial tasks. Examples of such organizations are institutions of education and awareness, social protection, culture and sports, as well as state and municipal governments.

Institutions are partially or wholly funded by the owner. The owner assigns property to the institutions on the basis of the right of operational management.

Institutions are liable for their obligations with the resources at their disposal. in cash. If these funds are insufficient, the deficit is covered by the owner.

Associations of legal entities

Associations of legal entities are voluntary associations and unions of commercial or non-profit organizations. Such associations are non-profit organizations.

Associations of commercial organizations are created under an agreement between the participants to coordinate their entrepreneurial activities, as well as to protect and represent common property interests. The association of non-profit organizations represents unions and associations of public organizations and institutions.

Members of an association of legal entities retain their full independence and the rights of a legal entity. The association of legal entities becomes the owner of the property and membership fees transferred to it by the founders. This property may be used by the association only for its statutory purposes. For the same purposes, the property of the association is transferred in case of its liquidation.

The association of legal entities is not liable for the obligations of its members. The members of the association bear the responsibility for its obligations determined by the charter of the organization.

Members of associations have the right to use their services free of charge. In the economic sense, the concept of an organization - a legal entity in some cases corresponds to the concept of an enterprise. As already mentioned, an enterprise is a property complex used for entrepreneurial activities. Any professional entrepreneurial activity can be carried out on the basis of the enterprise. commercial activity- production, credit and financial, trade, intermediary, insurance, etc. Depending on the form of ownership of the founders, enterprises can be private, state, municipal.

Enterprises can be created by both legal and individuals. In the latter case, one usually speaks of an individual private enterprise (IPE).

The law provides for the right of citizens to engage in entrepreneurial activities without forming a legal entity, as so-called individual entrepreneurs. As a rule, the legislation for commercial organizations applies to individual entrepreneurs.