All existing companies and firms have a certain legal status depending on the form of their legal registration. A registered enterprise receives an organizational and legal form that determines the purposes of its existence and methods of disposing of capital and property.

Types of organizations

Business entities can be of commercial and non-commercial types. There are such organizational and legal forms of commercial enterprises: companies, joint-stock companies, partnerships, unitary enterprises and others. Types of non-profit entities: foundations, non-profit partnerships, homeowners' associations, political parties, public organizations, institutions, state corporations, Cossack societies, autonomous organizations, public associations and movements. The above non-profit enterprises exist as legal entities. Without legal status, individual entrepreneurs, financial and industrial groups, representative offices, branches, and mutual investment funds can be formed. The former are created for the purpose of making a profit, while non-profit organizations pursue other goals. For example, a training center has one task - to improve the quality of education. The detailed structure of commercial enterprises is discussed below.

Joint stock companies

The most common organizational and legal form of a legal entity is a joint stock company. There are open and closed joint stock companies. In the first case, the company's shares are transferred to an indefinite number of persons, while in a closed company, securities are owned by a strictly limited circle of shareholders. Companies have an authorized capital, the minimum amount of which is 1000 minimum wages, as well as founders and a charter. The popularity of this organizational and legal form is explained by the minimal risk of expected losses borne by its participants.

Partnerships

Business entities in the form of partnerships can register their enterprise as a general partnership, a limited liability company or a limited partnership. Participants in a general partnership are liable for its debts with their property. An agreement is concluded between its members. A limited partnership involves other investors who are liable for the company’s obligations in an amount not exceeding the contribution, but who do not participate in the business activities of the company.

Societies

Forms of business in the form of an additional or limited liability company are also quite common. These companies are created by one or more founders. Due to their contributions, the authorized capital of the company is formed. Limited liability of a company means that its participants bear obligations only to compensate for the risks of loss in the amount of the value of the invested funds. Additional liability implies compensation for losses with the property of investors.

Unitary enterprises

The organizational and legal forms of business in the form of a unitary enterprise mean that the property of firms in this case belongs to the state or municipality. A unitary enterprise is liable for its debts with the property that belongs to it, and it does not have the right to answer with the property of the owner for his debts.

Producer cooperatives

Such organizational and legal forms as cooperatives mean that a certain number of citizens (from five people) voluntarily united to conduct joint economic or production activities. This could be construction, trade, processing, provision of services, consumer services. Members of the cooperative have shares in the form of part of the property of their association. A production cooperative is called an artel. This form of organization is typical for agricultural enterprises. The difference between an artel and a society is the obligatory labor participation in the work of the company.

Non-profit enterprises

As already stated, the purpose of creating a non-profit enterprise is for any purpose other than making a profit. For example, a religious community is created to satisfy spiritual needs. A sports organization is established for the physical development of the population and health promotion. In order to unite, revive and raise the strength of spirit of the Cossacks, Cossack societies are created.

Non-legal organizations

Individual entrepreneurship does not imply the use of hired labor. From the point of view of accounting and tax reporting, this form is very simple, since of all the documentation you will only need to submit an income statement. By creating a mutual fund, investors come together by transferring their funds to a management company. Representative offices and branches perform the main functions of the company, but their range of capabilities is limited. All of the above organizational and legal forms are united by the lack of registration as a legal entity.

Which form to choose for the enterprise being created?

First of all, it is necessary to answer the question for what purpose the enterprise is being created: the company is needed to make a profit, that is, of a commercial nature, or its activities will pursue other goals. Next, you need to decide on the role of the founder of the enterprise. To open a company, you need participants, shareholders or founders. An enterprise is always created by founders, who then pass into another capacity - employees or shareholders. The founders of a commercial organization increase their well-being by generating profit for the company. In a non-profit enterprise, this can be achieved if the founder is a highly paid employee. Although the charter of a non-profit organization does not provide for direct profit, it is possible to earn money by increasing the salaries of its employees.

Ways to manage various enterprises

The highest governing body of all organizations is the meeting of founders, who can be called participants, shareholders. Depending on the form of the enterprise, the number of participants will vary. In joint stock companies, several people participate in the meeting, the number of which depends on the number of shares in the ownership of the enterprise. The founder may participate in the meeting in person or through his representatives. The management body is endowed with rights, these are the main ones for all enterprises: changing the charter, appointing and removing the general director, discussing financial activities, appointing an audit, making decisions on liquidation and reorganization. The meeting of founders is held as necessary, at least once a year. The executive authority of all enterprises is the general director.

Business combinations

Newly created firms can be merged into a larger legal form. These are concerns, associations, corporations, trusts, and plants. Thus, an association is created on the basis of agreements between several companies by combining the main functions. The association represents the interests of these companies in relations with government officials or other companies. A consortium is created to achieve a goal common to different companies. Once the goal is achieved, the association ceases its work.

A legal entity is a legal entity that has its own property, legal address, seal and is capable of answering for its actions in court. Currently, there are various organizational and legal forms of business entities.

In general terms, we can note the division into commercial and non-commercial forms. The former operate with the aim of making a profit in the future, while the latter implement social programs in the course of their activities. The organizational and legal forms of commercial enterprises are of the greatest interest, since they ensure expanded reproduction. So, they distinguish:

1. Limited and additional liability companies.
2. Joint stock companies.
3. Partnerships.
4. Production cooperatives.
5. Unitary enterprises.

The essence of any company is that its authorized capital contains components or shares that were contributed by different persons in the form of shares. A limited liability company, or LLC, is attractive to investors because the repayment of obligations to counterparties and creditors is carried out strictly within the limits of available funds, that is, the personal property of investors is untouchable. Thus, investors risk only the amount within the deposit. is assigned additional responsibility to members of the society. In the event of liquidation of the enterprise, the amount of debt is divided among all investors in proportion to the amount of contributions. Moreover, the personal property of investors is also subject to recovery if there is a lack of assets at the disposal of the company.

The most important issues in society are resolved by convening a meeting where each member has the right to vote. The procedure for leaving the organization depends on the pre-approved founding policy. By agreement of the majority of the council members, the company's charter may contain the following note:

On the impossibility of resale or transfer of your share to third parties;

On the requirement for the written consent of all investors to sell their shares or freely withdraw from the company.

There are also such organizational and legal forms as They are characterized not just by the share contribution of funds, but also by the calculation of shares issued by the founders. That is, the authorized capital of the company consists of a certain number of issued shares of an established par value. These organizational and legal forms of business are of closed and open type. Representatives of the second type allow their shareholders to sell or give their shares to third parties freely. The closed joint-stock company establishes a certain circle of shareholders in advance, and the alienation of shares is not provided for.

The next organizational and legal form of a legal entity is a partnership. These are enterprises that consist of individual shares distributed among the founders. Partnership can be full and based on faith. Participants of a full-type company have all the rights of a legal entity:

• conduct business activities;
• may be defendants in court;
• are liable for the company's obligations with personal property.

A limited partnership includes several limited partners. These individuals are distinguished by the fact that they are responsible for the company's debt only to the extent of the amounts invested as a share in the start-up capital.

By decision of government bodies, a unitary enterprise is formed. Its characteristic feature is the lack of ownership of property. Indeed, the founders can manage the enterprise, make the most important decisions and distribute profits at their own discretion, but all property and start-up capital cannot be divided into parts or shares, since it is in the power of the state.

Often such organizational and legal forms are formed as an association of individuals who strive to achieve common goals. Cooperatives are formed on the basis of share and property contributions of their members. As a rule, they are engaged in production or sales activities.

The regulation of emerging issues, the method of using property and the goals of doing business depend on the organizational and legal form (OLF). In modern Russia, it is possible to create several types of OPF:

• legal entities - commercial organizations (LLC, OJSC, CJSC, partnerships, unitary enterprises, etc.);
• legal entities – non-profit organizations (political parties, social movements, consumer cooperatives, homeowners' associations, foundations, etc.);
• business entities without forming a legal entity (Individual entrepreneurs, mutual funds, farms, etc.).

The most common organizational and legal forms are individual entrepreneurs, LLC, CJSC and OJSC. You can find out more about them below.

Limited Liability Company

LLC is the most common legal form. Such an enterprise can be opened either by one founder or by a group of businessmen. The maximum number of participants reaches 50 people.

There are several advantages of an LLC:

• ease of opening(you will not need to issue shares and then register them with the Federal Financial Markets Service. Thanks to this, costs are reduced by at least 20 thousand rubles);
• fast(the period from submitting documents to opening a company is 1 week);
• ease of doing business(you will not need to prepare a register of shareholders and submit reports to financial market control authorities).

Please note that information about the company's participants is contained in the Unified State Register of Legal Entities and is available to third parties. It is also necessary to register any changes in the constituent documents.

Closed joint stock company

A closed joint stock company is a more complex organizational and legal form than an LLC. This is due to the need to maintain a register of shareholders and many additional reporting requirements.

The advantages of JSC include:

• high confidentiality(information about participants is not entered into the Unified State Register of Legal Entities);
• ease of changing the list of shareholders(information about them is in the register maintained by the JSC itself).

This OPF involves registration of the issue of shares. A third-party registrar may be involved in maintaining records.

public corporation

OJSC is the most common organizational and legal form among large companies. Such companies can attract additional investments by issuing shares. The work of an OJSC has a large number of formalities. There are also strict legal reporting requirements.

The advantages of OJSC include:

• public circulation of shares(there are no restrictions on their transfer to third parties);
• possibility of placing securities(shares can be sold on Russian and foreign exchanges).

The obligation of open joint-stock companies is an annual audit by an independent audit organization. Annual reports and balance sheets must be published in the media.

Individual entrepreneur

An individual entrepreneur is not a legal entity. The registration procedure for this OPF has been significantly simplified. Among the advantages of IP are:

• ease of registration(you only need an application to the Federal Tax Service);
• minimal responsibility(the amount of fines is significantly lower than for legal entities).

At the same time, an individual entrepreneur is responsible for his activities with all his own property, including an apartment and a car.

If you have not decided on the organizational and legal form, the DONATIV company will suggest a solution to this issue!

Russian enterprises can operate in various legal forms. The choice of any of them is predetermined by a variety of factors: the desired method of calculating taxes or, for example, the scale of the business and the need to attract additional capital. What are the specifics of legal forms of business in the Russian Federation? What varieties are they available in?

The essence of the legal form

Subjects of legal relations in the Russian Federation may have different statuses and legal forms. This is important for correctly distinguishing the specifics of their activities, as well as applying optimal tax regimes in relation to the income generated (if we are talking about the commercial sphere). The concept of legal form also reflects aspects of the organization's legal responsibility for emerging obligations.

In general, conducting commercial activities in the Russian Federation requires state registration of an enterprise under one of the statuses provided for by law. The legally established legal form of a business is a significant factor for banks making a decision to issue a loan to an enterprise. Likewise, an investor or potential major partner may pay attention to this.

Varieties of legal forms

In Russia, the legal form of entrepreneurial activity can be presented in the form of one of the following main statuses:

• individual entrepreneur;
• limited liability company (LLC);
• joint stock company (JSC);
• public JSC;
• partnership (full, limited);
• production or consumer cooperative;
• peasant farm.

Also, in some cases, it is permissible to conduct business as an individual. However, this tends to be less tax advantageous. Actually, the amount of taxes is one of the factors in choosing one form of business or another. The main legal forms that we listed above allow, in some cases, to take advantage of significant preferences in relation to paying taxes.

It can also be noted that some non-prohibited types of business activities can also be carried out by government agencies and non-profit organizations with the status of legal entities. A state-legal form is possible in which an organization conducts commercial activities. For example, this could be the format of unitary enterprises.

But the range of possible business activities open to government agencies and non-profit institutions is often quite narrow. In addition, no special preferences in the field of calculation and payment of taxes have been established for such organizations. Therefore, choosing the optimal form of legal activity is the most important task for an entrepreneur. Moreover, there is plenty to choose from. Let us consider the specifics of each of the statuses listed above in more detail.

IP: features

The main legal provisions for individual entrepreneurs are present in Chapter 23 of the Civil Code of the Russian Federation. It says that Russian citizens have the right to do business without being a legal entity. True, for this you need to undergo state registration in the prescribed manner. But the corresponding procedure for individual entrepreneurs will probably look the simplest if we take other types of legal forms of business for comparison. In order to register as an entrepreneur, a citizen needs to collect very few documents and pay a small state fee. Authorized capital is not needed, nor are any other constituent documents. A current account and a seal - attributes characteristic of legal entities - are optional for individual entrepreneurs (although in practice they are often necessary). Reporting to tax and other structures is minimal. An entrepreneur, as a commercial entity, can choose preferential tax regimes that are almost the same as those established for legal entities, i.e. simplified tax system, UTII.

This legal form of doing business does not classify the enterprise as a legal entity. In this regard, the individual entrepreneur is liable for all his obligations as an individual, that is, in full. What do individual entrepreneurs have in common with legal entities? First of all, the right to hire workers, the obligation to issue work books for them. Entrepreneurs can also invite contractors under civil contracts. The legal form of business under consideration assumes that the citizen will own the business solely. It is impossible to give away or donate a company (its share) in the status of an individual entrepreneur.

One of the disadvantages of the status we are considering is that an entrepreneur needs to pay contributions to the Pension Fund, Social Insurance Fund and Compulsory Medical Insurance Fund, regardless of whether he has income. However, if they are in sufficient quantities, then the corresponding obligations will not be burdensome, since contributions to the funds can be offset as part of the tax under some taxation systems. Even if an entrepreneur works for hire somewhere, and from his salary the percentage required by law is transferred to the Pension Fund, Social Insurance Fund and Compulsory Medical Insurance Fund, then he must, one way or another, fulfill the obligation to pay the corresponding fees for himself. At the same time, the amount of payments to the relevant funds may change every year, as Russian legislative practice shows. The significance of this factor varies greatly from one enterprise to another. For some companies, such volatility of standards is not critical, but for others it plays an important role in terms of profitability. But for beginning entrepreneurs, of course, such payments can pose some burden.

Partnerships

Partnerships, along with business companies, are legal forms of legal entities designed to give the correct legal status to entrepreneurs operating in the appropriate trust regime. The business is conducted on behalf of the partnership; responsibility for any obligations arising lies with the founders of the organization.

This legal form is classified into two varieties. The first is a general partnership. This type of organization assumes that none of its participants has the right to carry out transactions on their behalf that fall within the competence of the company without coordinating the actions with colleagues. The corresponding powers of the partner are determined by the power of attorney. Responsibility for possible obligations of the company is assumed to be joint and several. The creditor can collect the debt from both the organization and each of its founders.

The second legal form within the category under consideration is a limited partnership. It assumes that the commercial structure will also include investors, or limited partners. They are also responsible for the company’s emerging obligations, but only to the extent of their contributions. Also, limited partners do not have the right to participate in making key business decisions.

Partnerships are established on the basis of an agreement, which is signed by all its participants. This document must comply with the provisions of Articles 70 and 83 of the Civil Code of the Russian Federation. In particular, the agreement must fix the amount and essence of the share capital, the shares of participants, the size and conditions of deposits, stipulate the responsibility of the founders for refusal to make payments, etc.

The legal form of the organization under consideration is characterized, first of all, by a very high level of responsibility of participants for possible obligations to creditors and other persons. In practice, business in this format is carried out mainly by people who can work in an atmosphere of complete mutual trust, for example, members of the same family.

LLC specifics

One of the most popular legal forms of doing business in the Russian Federation is a limited liability company. Involves the establishment of an organization through an agreement. It is also necessary to create an LLC charter. In this case, the owner of the company can be one person. LLC is a full-fledged legal entity. Its distinctive specificity is as follows: responsibility for emerging obligations is assigned not to the founders, but only to the assets of the company.

To establish an LLC, you also need an authorized capital - at least 10 thousand rubles. As a rule, opening a current account and obtaining a seal are required. Tax reporting here is somewhat more complicated than for individual entrepreneurs. An LLC must have no more than 50 co-founders. If a larger number is expected, it will be necessary to register a joint-stock company, or a production cooperative. The legislation of the Russian Federation provides for mechanisms for the transfer of shares in an LLC, the withdrawal of participants from the organization, and the sale of enterprises in the appropriate status.

Joint stock companies

If a business, according to various criteria, does not fit the status of an individual entrepreneur, partnership or LLC, or objectively has a significant scale, then the entrepreneur can pay attention to such legal forms of enterprises as a joint stock company (JSC), as well as a public JSC. What are their specifics?

JSCs, just like LLCs, have an authorized capital. However, it is expressed not in the form of shares, but in the form of shares. If they are issued by open subscription, a special legal form arises - PJSC (public joint stock company). It may be noted that joint-stock companies are named in a similar way in many developed countries. Also, this legal form of organization can bear a similar name if it states the corresponding status in the constituent documents. Lawyers recommend that the founders of joint stock companies record it if a subsequent issue of subscriptions for shares is planned.

It can be noted that “ordinary” and “non-public” joint-stock companies appeared recently - after amendments were made to the Civil Code of the Russian Federation in 2014. Before this, the corresponding structures were called CJSC (some kind of analogue of a “non-public” company) and OJSC (a prototype of a “regular” JSC). It can also be noted that in the process of reforming civil legislation, some unification of the statuses of LLC and JSC was carried out, in the sense that this type of constituent document, such as the Charter, became uniform for both types of companies, drawn up according to a general scheme.

Just as in the case of an LLC, the shareholders of a JSC do not bear personal liability for emerging obligations to the organization: certain collections are possible only from assets in the form of securities.

Producer cooperatives

These legal forms of enterprises can also be called artels. They are a voluntary association of entrepreneurs for the purpose of jointly conducting business in the field of production, processing, selling products, providing services, performing work, conducting trade, etc. The personal labor participation of the founders of the cooperative is assumed, as well as the transfer of share contributions by them. Entrepreneurs operating within this legal form bear additional responsibility for emerging obligations in accordance with the provisions of the law and the organization’s charter. The minimum number of cooperative members is 5 people. The property owned by the organization is divided within the framework of shares, as well as in accordance with the charter, which is considered the main constituent document.

The legal form of business under consideration is quite common in agriculture. At the same time, many farmers prefer to conduct joint activities in the form of other forms of cooperation. Let's look at one of the most common.

Peasant farming

The Civil Code of the Russian Federation provides for such a form of joint activity as a peasant (or farm) enterprise. Its main feature is that the property is jointly owned by the organization. Also, a farmer cannot be part of more than one peasant farm at the same time. The legal form of joint activity of citizens under consideration involves the creation of a legal entity. Participants of the organization bear subsidiary liability for emerging obligations.

Registration Aspects

Most of the types of organizational and legal forms of business that we have considered require state registration as a legal entity. This procedure is carried out at the place of registration of the relevant executive authority - the territorial department of the Federal Tax Service or another authorized agency, if for some reason the tax service is not present in the region of business.

The most important criterion for state registration of a business is the presence of authorized capital (for LLCs, JSCs), share capital (for partnerships), as well as mutual funds (for cooperatives). These investments form the initial property of the organization.

As for the authorized capital for LLCs and JSCs, it consists of the value of the company’s shares (or shares). This value may be nominal, meaning the firm's actual net assets may be higher. Many entrepreneurs prefer to form the authorized capital within the minimum values ​​​​established by law, for example, for an LLC this is 10 thousand rubles. Following this rule, firstly, reduces the initial financial burden on the founders, and secondly, it allows you to somewhat simplify the procedure for assessing contributions. The amount of authorized capital for Russian companies is subject to determination in the national currency of the Russian Federation - rubles. When doing business in the form of an LLC or JSC, it is the authorized capital that is the most important criterion in terms of payment guarantees determined by a possible creditor for the company.

Formation of authorized capital

As a contribution to the authorized capital, which is required by such legal forms of enterprises as LLC and JSC, cash, securities or natural property can be used. Also, elements of the initial property of a company can be, for example, property rights that have a financial valuation. As for the authorized capital in forms alternative to cash, its formation is approved at a meeting of the founders of the business company.

Participants in an LLC or JSC must have time to contribute their part of the authorized capital within the period determined at the level of the constituent agreement, but no later than one year after the state registration of the company. In any case, the founder cannot be released from the obligation to contribute his part of the funds or property to the authorized capital of the organization being created.

It may be noted that the initial property in partnerships, unlike business companies, can be of any size. The legislation does not include provisions that would determine the minimum amount of relevant assets in such organizations. This is quite logical: this legal form of business assumes that the participants bear personal obligations. Accordingly, any penalties may be levied not only at the expense of the share capital.

Any organization seeking to participate in the commercial, civil or political life of the state must formalize. That is (YuL). But since different types of activities have their own differences and characteristics, the organizational and legal forms of legal entities also differ.

Types of legal entities

The status of a legal entity is determined by Article 48 of the Civil Code of the Russian Federation. It assumes:

• Availability of separate property.
• Acquisition of civil rights.
• Opportunity to be represented in court.
• Registration in the state register under one of the forms recognized by law.

It follows that in order to legitimize its existence, each association must choose a form that corresponds to the goals of its life.

There are several qualitative differences between legal entities. Here they are.

• In relation to property:
  • Private.
  • State.
• By activity goals:
  • Commercial-production.
  • Non-profit.
• According to the representation of the founders:
  • Unitary (state) companies.
  • The founders are only legal entities.
  • Mixed composition.
• In relation to participants' property rights:
  • With a real (absolute) right to property.
  • With an obligatory right (arising in connection with participation in the company) to property.
  • Without any right to property.
• In relation to the right of ownership of property:
  • Own.
  • Operational management.
  • Business management.

The concept, functions, examples of types of legal entities are given in this video:

Organizational and legal forms of legal entities

Depending on this division, the organizational and legal forms of divisions and companies are formed.

OPF Legal Entity

Institutions

• Participation in business development (reserve or targeted).
• Implementation of charity or social programs (non-profit).
• Investment programs.

Why do they accumulate funds and distribute them in accordance with the goals declared during creation? The capital of the funds (and property) is formed by participants on the basis of voluntary law.

OOO

The most common type of business entity. The main feature is minimal risks for participants, since in the case of , the founders are liable only in the amount of . Which is formed by the participants of the society during its creation. LLC can be:

• (up to 50).
• Established only by individuals.
• Or legal entities of different forms of ownership.
• Have a mixed composition of participants.

Religious associations

• Innovation activities.
• Work not related to direct production.
• And projects with a risky outcome.

Producer cooperatives

Created by founders for economic activities, the participants of which:

• They contribute their shares or replace them with personal participation in the production of products.
• They participate in the ownership of the enterprise in proportion to their contribution.
• I make decisions only at a general meeting (except for those delegated to management bodies).
• They are liable not only for their shares, but also for their personal property.

General partnerships

OPF, in which each participant in the partnership is liable regardless of the degree of his participation and length of stay in the company. characterized by the ability to quickly attract third-party capital. The size of the founders' contribution to the creation of the company is not limited, but profits are divided in accordance with the amount of invested funds.

Partnerships of faith

The composition of the participants is represented by two unequal categories:

• Complete comrades. These are individual entrepreneurs or firms that fully participate in the management of the partnership and can act on its behalf, but are responsible for all personal property.
• Limited investors. They make a financial contribution and receive a share of the profits, but do not participate in the work of the partnership. Responsibility is only a contribution.

Companies with additional liability

In this case, the liability of the company's participants, compared to an LLC, increases and extends to:

• Own property.
• In addition, they are liable for the debts of the company and co-founders in proportion to their shares.

Although such harsh measures are attractive to investors.

Non-public joint stock companies

Or simply this form in that the entire block of shares of the company is distributed only among the co-founders. That is:

• They cannot participate in the auction.
• But they can be resold among the founders through a regular transaction.
• Decisions on revaluation, issue or reduction in the number of shares are made at the general meeting.

The differences between commercial legal entities and non-profit ones are described in this video: