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ORGANIZATIONAL AND LEGAL FRAMEWORK OF ENTERPRISE OPERATIONS

Module 1. Property rights and forms of ownership

The Civil Code of the Russian Federation establishes 6 real rights:

Ownership

The right to lifelong inheritable ownership of a land plot

The right to permanent (indefinite) use of land

Easement (right to limited use of real estate)

The right to economic management of property

The right to operational property management

The listed property rights, like molecules from atoms, are composed of several elementary rights

There are three such elementary rights:

(Article 209 of the Civil Code, paragraph 1)

What is the essence of these rights?

Right to use property -

this is the right to conduct with the help of this property

economic activity.

The right of ownership is the right to protect property from the actions of others.

The right of disposal is the right to sell, transfer (for example, for rent), donate, pledge (for example, in a bank).

1. Ownership.

The only complete combination of the three elementary rights is ownership. All other property rights arise as a result of the owner transferring part of his rights to property to other economic entities. This can be seen even from the names of some derivative real rights.

The owner has the right to take any actions in relation to his property without violating the legal rights and interests of other persons. The owner also assumes the responsibility for maintaining the property and bears the risk of its damage or destruction, but he can assign them under the contract to another person.

The Civil Code of the Russian Federation establishes three initial forms of ownership: private, state and municipal. The form of ownership is determined by the legal status of the owner. Any combination of these forms that arises when a legal entity is created by founders with different legal status is called mixed form property.

The relationship between the status of owners and forms of ownership

Owner status	Form of ownership
Individuals (citizens)	Private property
Legal entities (organizations)	Private property	If all founders are individuals (or legal entities that are private property entities)
	Mixed ownership	If among the founders there are state or municipal entities, or legal entities that are subjects of mixed ownership
Russian Federation	State property	Referred to as "federal"
Subjects of the Russian Federation	State property	In the Republic of Tatarstan it is called republican (property of the Republic of Tatarstan)
Urban and rural settlements	Municipal property	According to the sovereign legislation of the Republic of Tatarstan, the name “municipal” was previously used

2. The right to lifelong inheritable ownership of a land plot.

The subject of this right is only the farmer (the head of the peasant farm), who after death can bequeath his right heirs.

· Rights possessions And use transmitted in full, without restrictions.

· Law orders land is transferred in a limited form - you can only rent out a plot of land without the consent of the owner, but you cannot sell, donate, or even mortgage.

3. The right to permanent (indefinite) use of the land plot.

The subjects of this right can be individuals and legal entities property entrepreneurship founder right

· Only right possessions transferable in full, without restrictions.

· Rights use And orders land is transferred with restrictions.

The property can only be used for purposes agreed upon with the owner (for example, to build specific object, extract specific minerals). It can only be disposed of by leasing it, but only by agreement with the owner.

4. Easement.

Only the right is transferred use real estate, and for pre-agreed purposes:

To pass or travel to your territory

For laying and operating communications (cable, pipeline, overhead power network, etc.)

In other legitimate interests that cannot be ensured without the establishment of an easement

An easement is established by agreement of the parties. In this case, a written agreement must be drawn up, subject to registration as a real estate transaction. The owner has the right to demand payment for the easement in the agreement. If the parties cannot agree, the matter is resolved in court.

5. The right to manage property

The object of this right is only property that is in state or municipal ownership. The subjects of this right are only unitary enterprises(which have 1 founder)

According to the status of the founder, unitary enterprises are of three types: 1) Federal State Unitary Enterprise (SUE)

2) State Unitary Enterprise of the Republic of Tatarstan (or another subject of the federation)

3) Municipal unitary enterprises (MUP). In Tatarstan, instead of municipal ones, until 2002 there were communal unitary enterprises - as a manifestation of legislative sovereignty.

All three elementary rights are transferred to the state unitary enterprise or municipal unitary enterprise in a limited form.

· Use And possession- in the manner prescribed by the Charter of the State Unitary Enterprise or Municipal Unitary Enterprise

· Order- movable property without agreement with the owner, real estate with agreement with the owner

State unitary enterprises and municipal unitary enterprises are commercial organizations, i.e. must make a profit. However, the strong interference of administrative state or municipal bodies in the activities of enterprises makes them, as a rule, unprofitable. As a result, they are often financed from the budgets of territorial administrative entities.

6. The right to operational management of property.

The object of this right is only property that is in federal state ownership. The subjects of this right are only state-owned enterprises (KP) and institutions.

All three elementary rights are also transferred in a limited form.

· Use And possession- in the manner prescribed by the Charter of the Communist Party and the state order, mandatory for execution.

· Order- any property in agreement with the owner (an exception may be made for independent sale of products)

Property rights are important not in themselves, but because they are vested in enterprises of certain organizational and legal forms(OPF).

The relationship between real rights and organizational and legal forms of entrepreneurship

Property rights	Organizational and legal forms of entrepreneurship
	IP	Production cooperative
Own


Easement
Economic management
Operational management

Moving on to the consideration of the organizational and legal forms of enterprises, this term should be distinguished from the term “organizational and economic forms” of entrepreneurship (OEF). The difference is that OPFs determine the procedure for creating and operating conditions for individual, legally independent enterprises, while OEFs determine the procedure for implementing joint activities two or more independent enterprises.

There are two types of OPF: with and without the formation of a legal entity (LE).

The Civil Code of the Russian Federation provides for the only possibility of conducting business activities without forming a legal entity. To do this, a citizen of the Russian Federation must obtain the legal status of an individual entrepreneur (IP). Traditionally, the term PE is also used to denote this form, and documents often indicate the dissonant abbreviation PBYUL. This form also includes the chapter farm(GFC).

Entrepreneurial activity with the formation of a legal entity can be carried out in several forms:

Business partnership or company (HTO)

Production cooperative

Unitary enterprise

State-owned enterprise

Each of the organizational and legal forms can be considered from several points of view. Let's consider the procedure for creating an enterprise, the composition and content of constituent documents, the rights and obligations of participants, their property liability, the bodies and procedure for managing the enterprise, the procedure for reorganization and liquidation.

To save space and time, we will dwell in more detail only on that information that does not repeat what was previously said regarding previous OPFs. If there is a match, we will refer to these previous OPFs

Module 2. Organizational and legal forms of entrepreneurship based on the full responsibility of the founders

INDIVIDUAL ENTREPRENEUR (or GFC)

Article 23 of the Civil Code of the Russian Federation states: “A citizen has the right to engage in entrepreneurial activity from the moment of state registration as an individual entrepreneur.” Thus, the constituent document of an individual entrepreneur can conditionally be considered the “Certificate of State Registration”.

Formally, registration is of a notification nature; refusal to register can only be associated with incorrect execution of documents.

The contents of the “Certificate” are quite brief and fit on one sheet: date of issue, registration number, full name, address (registration) and declared types of business activity.

The place of registration changed periodically. At first, this procedure was left to the heads of administrations, then to the State Registration Chamber under the Ministry of Justice of the Republic of Tajikistan, and now the district inspectorates of the Ministry of Taxes and Duties of the Russian Federation are doing this. This is a very profitable occupation - state registration! It’s so addictive that from time to time you have to give the registrars a slap on the wrist.

Property liability of individual entrepreneurs full. This means that he is responsible for his obligations to partners and the state with all his property. If it is impossible to pay the debts, the partners go to court with a claim for bankruptcy of the individual entrepreneur. If an individual entrepreneur is declared bankrupt, the registration of an individual entrepreneur is canceled, the property is described and sold.

Some types of business activities require a license. Licenses in the Republic of Tajikistan are issued, as a rule, by line ministries and departments (committees). To obtain and renew a license, you must obtain a document called certificate of conformity. It certifies compliance of work conditions and product quality with State standards.

The certificate is issued by the territorial body of the State Committee of the Russian Federation for Standardization and Metrology. In the Republic of Tatarstan this is the Center for Standardization and Metrology of the Republic of Tatarstan. The certificate is issued on the basis Certificate of performance excellence assessment or Product quality assessment certificate. The assessment is carried out by a special commission for certification tests.

In general terms, the procedure for certification and licensing is similar for all OPFs , so we will not mention this procedure further.

Majority OPF with creationlegal entity unite under the name “Economic Partnerships and Societies” (HTO). There are five such OPFs: general partnership, limited partnership, limited liability company, additional liability company, joint stock company in two varieties: closed or open.

Everyone has CTO general signs:

These are commercial organizations with shares divided into shares of the founders share capital.

They are created by the decision of the participants, who conclude an appropriate agreement on this matter.

They are subject to registration and inclusion in the Unified state register legal entities.

The founders' contributions, products, cash income and property acquired with them belong to the HTO on the right of ownership.

HTOs can be founders of other HTOs and simple partnerships

Inalienable rights of CTO participants:

participate in enterprise management and profit distribution

get acquainted with the documentation and receive any other information about the activities of the enterprise

after liquidation, receive part of the property remaining after paying off creditors

Responsibilities of HTO participants:

make contributions in the amount, form and within the terms provided for by the Constitution. agreement

do not disclose confidential information about the company

However, there is one fundamental difference in the responsibilities of the founders (participants) of Partnerships from Companies:

Comrades carry, and members of Societies don't carry liability for the obligations of the legal entity they created.

(with some exceptions)

Procedure for liquidation of chemical waste products

by decision of the meeting of founders (such a decision can only be made unanimously)

by court decision (for example, when creditors file a bankruptcy claim)

under the conditions provided for in the Memorandum of Association (for example, when at least one partner leaves the partnership).

GENERAL PARTNERSHIP (PT)

It is considered created from the moment of state registration (like all legal entities). Constituent document PT is General partnership agreement. The persons who signed the PT Agreement (among them there may be both individuals and legal entities) are referred to in it as General Partners.

Persons who have signed the PT Agreement can be General Partners in only one PT.

The main components of the content of the Memorandum of Association of PT:

A) Name of the legal entity. The name of the PT must contain the words “ General partnership"followed by the names of all general partners or one partner with the addition of the words "... and company."

B) Location.

C) The size and composition of the share capital. The contribution can also be intangible assets (knowledge, experience, connections, patents), and their monetary value is given by the partners themselves by mutual agreement.

Everything contributed, as well as products produced and cash income are the property of the partnership

D) The procedure for making and changing shares: at least 50% is paid before registration, the rest within the period specified in the Memorandum of Association, but not more than a year.

E) Responsibility for violating this order: penalties at the rate of 10% per annum of the unpaid deposit amount (it is possible otherwise, but the penalty must be provided for)

E) The procedure for managing affairs and concluding transactions on behalf of PT

The governing body is the general meeting of General Partners. Decisions at this meeting may be made either by general agreement or by majority vote(the Memorandum of Association specifies specific issues that can be resolved using one or another procedure).

Votes can belong either to 1 to each full partner, or in proportion to shares in the share capital.

Deal on behalf Sweat may be

or by all comrades at the same time (signatures of all comrades)

or some who have a written power of attorney signed by all partners.

G) Profit distribution procedure

Profits can be distributed among partners provided

CHA > SK

Here SK is the share capital; NA - net assets; NA = SA - CO

CA - total assets; CO - total liabilities.

Profit is distributed in proportion to shares in the share capital. Another procedure can be established, but no partner can be excluded from sharing in profits or losses. He cannot be released from obligations for the debts of the partnership.

All General Partners are jointly and severally liable for the obligations of the PT with all their property. But if the debts of the enterprise do not exceed the share capital, then they are distributed among the General Partners in proportion to their shares.

H) The procedure for liquidating a PT: it is liquidated on grounds common to all HTOs, as well as in a special case - if after the withdrawal of several Full Partners there is only one participant left.

PARTNERSHIP ON VERE (TnV)

(second name: LIMITED PARTNERSHIP)

We will only note the differences between TnV and PT, since in the basic conditions of activity these two OPFs coincide.

There are two types of participants in TnV:

general partners (with all the rights and obligations specified for PT)

investors (commanders)

Features of participation of investors in the creation and activities of a limited partnership:

o They do not conduct business activities

o They do not sign the Foundation Agreement of TnV, but receive a “Certificate of Participation” indicating the amount of the contribution

o Not mentioned in the name of the partnership and in the Memorandum of Association (the Agreement indicates only the total share of all investors)

o May be investors in other TNV

o Bear the risk of loss only in the amount of their contribution

o Have inalienable rights of participants of the HTO (except for participation in the management of the affairs of the enterprise)

An additional reason for the liquidation of TnV is the exit of all investors. But if the General Partners wish, in this case it is possible to reorganize the TnV into a PT. Reorganization, in contrast to simple liquidation, entails the legal succession of the new legal entity in relations with the partners of the old legal entity and with the state.

Module 3. Organizational and legal forms of entrepreneurship based on limited liability of founders

Let's move on to consider Business Companies. Let us once again note their fundamental difference from Partnerships: Full partners bear, and participants in Societies don't carry liability for the obligations of the legal entity they created (with some exceptions).

LIMITED LIABILITY COMPANY

There are two constituent documents in an LLC:

Articles of Association(all participants sign it)

LLC Charter(approved by the general meeting and signed by the director)

An LLC can be formed by one person, and if there is only one founder, only the LLC Charter is registered.

The sole founder of an LLC cannot be another entity consisting of one person

The share capital of an LLC is called Authorized Capital. The authorized capital of an LLC cannot be less than 10 minimum sizes wages (minimum wage)

Participants who have not paid their deposits in full are liable for the obligations of the LLC to the extent of the unpaid portion of the deposits

The number of participants in an LLC is limited by law (20 people); if this is exceeded, the LLC must be transformed into a JSC

The condition for profit distribution is the same as in Partnerships: NA>UK

If, at the end of the year, the capital is > NA, then the capital must be reduced and the LLC re-registered. All creditors are notified about this and are given the right early collection debts

If at the end of the year net assets less than the minimum allowed authorized capital, bankruptcy proceedings must be initiated.

The governing bodies of the LLC have a two-tier structure:

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The exclusive competence of the General Meeting includes:

Change of the Charter and the Criminal Code

Formation and termination of powers of the executive body

Approval of annual reports and balances (including profit distribution)

Reorganization and liquidation

Election of the audit commission (auditor)

As always, at the general meeting, decisions are made by voting. The Charter determines the method of voting on various issues (simple majority, qualified majority of 2/3, 3/4 or unanimously).

The liquidation of an LLC is carried out on general grounds; it is possible to reorganize the LLC into a joint-stock company or into a production cooperative.

COMPANY WITH ADDITIONAL LIABILITY

The Civil Code of the Russian Federation specifies the only difference between an ALC and an LLC: joint liability for the obligations of the ALC, but not with all the property, but only in a multiple of the amount of the contribution. The frequency is established in the Charter of the ALC.

JOINT STOCK COMPANIES

Let us first consider the general characteristics of all joint stock companies.

General conditions for the creation of Joint Stock Companies: the creation of a joint stock company begins with the conclusion “Agreement on the procedure for joint activities to create a joint stock company”. After signing the Charter of the joint-stock company, this agreement loses force as fulfilled.

Minimum size authorized capital JSC is equal to 100 minimum wages. Increasing the initially established authorized capital is possible in two ways:

additional issue of shares

increase in the par value of shares

To attract additional funds A joint-stock company can also issue bonds, but in the amount of no more than one authorized capital and only after full payment by the shareholders.

The authorized capital of a joint-stock company is divided into shares. There are two types of shares - ordinary (voting) and preferred. The share of preferred shares is no more than 25% of the authorized capital. Owners of preferred shares have rights similar to those of investors in TnV.

The profit distribution condition NA > UK operates as in an LLC. It is clear that with such a requirement it is impossible to increase the capital capital to cover the losses of the enterprise.

JSC management bodies have a two or three-tier structure:

The liquidation of a JSC is carried out on general grounds; it is possible to reorganize the JSC into a limited liability company or into a production cooperative.

Below is a brief summary of the differences between Closed and Open JSC.

6a. CLOSED JOINT STOCK COMPANY

CJSC distributes voting shares only among its founders, and preferred shares among other persons the list of which is known in advance. The maximum number of participants in a closed joint-stock company is 50 persons, otherwise it must be reorganized into an open joint-stock company.

Shareholders of a closed joint stock company have a preemptive right to purchase shares of their enterprise from other shareholders.

6b. PUBLIC CORPORATION

OJSC conducts an open subscription for shares among everyone.

Shareholders of an OJSC have the right to sell (donate, transfer) shares of the enterprise without the consent of other shareholders.

An open joint-stock company is obliged to publish annually in the open press a report on its activities, a property balance sheet and a statement of profits (losses) of the enterprise.

PRODUCTION COOPERATIVE (PC)

PC is a voluntary association of citizens on the basis of membership for joint economic activity. There must be at least 5 citizens; legal entities can also join the cooperative.

The PC does not belong to the HTO, but is a commercial organization with the status of a legal entity.

PC activities are based on personal labor participation citizens when combining property shares.

The property of the cooperative consists of shares, but is not called share capital.

Constituent document - PC Charter

In addition to what is in the Charters of the Economic Organization, the Charter of the PC defines:

Nature and procedure of labor participation

Responsibility for evading labor participation

Responsibility of members of a cooperative for its debts (as in an ALC)

The controls are two or three link (as in JSC)

Module 4. Organizational and economic forms of doing business

The OPFs discussed earlier determine the operating conditions of individual enterprises.

Organizational and economic forms of entrepreneurship name the forms in which the activities of two or more independent enterprises can be combined

The Civil Code of the Russian Federation legally defines 3 forms of interaction. The first of them does not require the creation of a new legal entity - this is the so-called Simple Partnership.

1. SIMPLE PARTNERSHIP (SRP)

PrT is an association of two or more persons who have combined their property contributions and agreed to act together to make a profit (or for other purposes).

The founding document of the PrT is dreservation simple partnership (another name for this document is a joint activity agreement). The persons who signed the agreement are referred to therein as Partners. Comrades can only be individual entrepreneurs and/or commercial organizations.

The PrT is considered created from the moment the agreement is signed, and the agreement itself is not subject to state registration. Moreover, it can be installed unspoken joint activities, i.e. the very existence of the PrT is not disclosed to third parties.

Approximate contents of the PrT agreement:

Place, time and purpose of concluding the contract

Obligation of partners to join property and act together

The procedure for making and implementing joint decisions

Transfer of property contributions of comrades and their monetary valuation

The contribution can be intangible assets (knowledge, experience, connections, patents), and the assessment is given by the comrades themselves by mutual agreement. Everything contributed, as well as the products produced and cash income are the common shared property of the partnership.

Expenses and profits are distributed in proportion to the contributed shares. No one can be exempted from expenses or from sharing in profits. Partners bear joint liability for the obligations of the partnership with all their property.

The governing body of the PrT is the general meeting of comrades. A PRT can be liquidated under two circumstances:

· if the term of the contract has expired (but the contract can also be indefinite at the request of the partners);

· if one of the comrades demanded to leave, or became incapacitated.

2. ASSOCIATION (or UNION)

An association is a non-profit organization with the status of a legal entity, created to coordinate business activities and protect common property interests.

The association is created by voluntary consent enterprises that retain their full economic independence and can freely leave the association (at the end of the financial year)

The Association does not have the right to receive business income, therefore the activities of the Association are financed by its members in the manner and in the amounts established by the Foundation Agreement and the Charter of the Association.

The association can act as the founder of a new business company and through it carry out income-generating activities. The association provides services to its members free of charge.

In international practice, those close to the association in terms of the nature of their activities are:

Syndicate is an association of enterprises for the sale of homogeneous

A cartel of products on agreed terms, including at agreed prices (price collusion). The cartel also provides for the division of market quotas.

A consortium is an association of legally independent enterprises to make large investments in any inter-industry project. In Russia, a form close to a consortium is financial-industrial groups (FIGs)

FIG - association of industrial and trading enterprises with banks and insurance companies for concentration material resources, finance and intellectual potential. In a financial industrial group, cross-participation in the share capital of enterprises and organizations included in the group is possible

3. MAIN, SUBSIDIARIES AND DEPENDENT COMPANIES

Consolidation of the activities of several enterprises can occur by creating a system of subsidiaries and dependent companies (LLC, ALC, JSC).

Society is recognized subsidiaries, if another (main) HTO has the opportunity to determine the economic decisions it makes. The basis for this may be a dominant share in the capital subsidiary or a specially concluded agreement under which the subsidiary enterprise undertakes to carry out the instructions of the main enterprise.

XO admits dependent, if another (main) HTO owns more than 20% of the authorized capital of the LLC or the voting shares of the JSC.

In international practice, such forms of combining activities are concerns and holdings. Concern - diversified, and the holding - narrow-industry a joint-stock company that controls legally independent enterprises through controlling stakes in their shares.

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Organizational and legal basis for activities commercial organization

One of the features accounting is its conduct within a specific organization. Accounting reflects the activities of an individual organization.

The organization is an independent economic entity created in the manner prescribed by law to produce products, perform work, provide services in order to meet public needs and make a profit. The organization independently carries out its activities, manages its results and the income remaining after paying taxes and other mandatory payments. Organizations registered on the territory of the Russian Federation may have different organizational and legal forms.

Depending on the goals of their activities, organizations are divided into commercial and non-profit.

Commercial organizations pursue profit as the main goal of their activities.

Non-profit organizations are created to achieve social, charitable, cultural, educational, scientific goals, to protect the health of citizens, development physical culture and sports, meeting other intangible needs of citizens, protecting the rights and legitimate interests of citizens and organizations, resolving disputes and conflicts, providing legal assistance or other purposes related to the achievement of public goods. Non-profit organizations can also carry out commercial activities, but only to achieve the purposes for which they were created.

Currently there are organizations operating in the Russian Federation various forms property: federal, municipal, joint-stock, cooperative, private, each of which can be a legal entity.

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; it can, in its own name, acquire and exercise property and personal non-property rights, perform duties, and be a plaintiff and defendant in court.

Legal entities that are commercial organizations can be created in the following organizational and legal forms: state and municipal unitary enterprises; production cooperatives; business partnerships(general partnerships or limited partnerships); business companies(joint stock companies, limited liability companies or additional liability companies).

Unitary enterprise- a commercial organization that is not vested with the right of ownership to the property assigned to it by the owner. This property is considered indivisible and cannot be distributed among the organization’s employees. Only state and municipal organizations are created in the form of unitary ones, the property of which is either owned by the state or owned by the municipality. A unitary enterprise is allocated property with the rights of economic management and operational management.

A production cooperative is a voluntary association of citizens on the basis of membership for joint production or other commercial activities based on their personal labor or other participation and the association of property shares by its participants.

The property owned by the cooperative is divided into shares of its members in accordance with the charter. The profit received by the cooperative is distributed among its members, usually based on labor contribution. A different procedure for distribution of profits must be provided for by the charter of the cooperative. Property is distributed in the same manner upon liquidation of a cooperative. When one of the members leaves the cooperative, in accordance with the charter, part of the property may constitute an indivisible fund and is not subject to distribution until its liquidation.

A general partnership is a partnership whose participants are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with property belonging to the partnership. Property is formed from contributions of participants received from activities, income and other sources established by law. The property belongs to the participants on the basis of common shared ownership. The partnership itself is not a legal entity.

A limited partnership (limited partnership) is a partnership in which, along with general partners (participants) conducting business activities and being liable for the obligations of the partnership with their property, there are several investors. Investors participate only in the distribution of profits, and do not take part in the management and implementation of activities.

A joint stock company is a company whose authorized capital is divided into a certain number of shares. Shares are distributed among members of the company and certify the contribution of funds to the capital.

A joint stock company can be open or closed. If the company's participants can dispose of their shares without the consent of the remaining shareholders, then the company is recognized as open. The shares of such a company are distributed by public subscription and are freely traded.

A joint stock company, the shares of which can be distributed only among a predetermined circle of persons and cannot be put on free sale, is considered closed.

A company with additional liability differs from other legal entities in that its participants are jointly and severally liable for its obligations in an amount that is a multiple of the size of their shares.

Information about the organizational and legal form is contained in the organization's charter: name, location, size of the authorized capital, composition, procedure for the formation and competence of management and control bodies, procedure for distribution of profits, conditions of reorganization and liquidation and other information provided for this type of legal entity.

The procedure for joint activities of the founders to create a legal entity, the conditions for transferring their property to it and participation in its activities. defines the memorandum of association

A legal entity of any organizational and legal form is subject to state registration in the manner prescribed by the law on registration of legal entities, for which tax office The following documents must be submitted at the location of the organization: application for registration; organization charter; constituent agreement (decision to create an organization); documents confirming payment of at least 50% of the authorized capital; certificate of payment of state duty..

Legal entities may have branches, representative offices, agencies and other divisions that are allocated territorially, but are not legal entities. The presence of branches and representative offices is reflected in constituent documents legal entity.

When an organization is created, the charter specifies the types of activities that it can engage in. The charter may contain several types of activities, among which the main ones are highlighted.

Types of activities can be divided as follows: production and sale of products (material assets); wholesale or retail goods; execution of work; provision of services.

In organizations engaged in production, from raw materials and materials during technological process products are manufactured whose properties differ from the properties of the original materials. In accounting, it is necessary to obtain data on the cost of each type of manufactured product, since such data underlies the formation of prices for such products. The cost indicator has complex composition and therefore a significant part of the accounting work is taken up by accounting and distribution production costs.

Organizations that carry out work can be created in the form of construction, repair, geological, design and survey, research organizations and road facilities. In accounting, it is necessary to obtain information about the cost of each work performed (or set of works). In such organizations, the production cost accounting area is highly labor intensive.

Organizations that provide services can be created in the form of transport and communications enterprises, commodity and stock exchanges, credit institutions, investment, pension and other funds, legal and audit firms, leasing companies, service organizations, etc. In contrast to work, the service does not have a material essence. Many organizations included in this group have their own special accounting procedures. Thus, there are significant differences in the organization of accounting in credit organizations, from professional market participants securities. As for the rest of the organizations included in this group, one of the main features of accounting is that, as a rule, the cost of each specific service provided is not calculated, and cost control is carried out for the calendar period as a whole.

IN special group distinguish organizations engaged in trading and intermediary activities. These organizations sell goods, i.e. material assets, not subject to further processing in this organization. The costs of these organizations are formed as a whole for the calendar period. At the same time, their peculiarity is the labor-intensive accounting of inventory items.

Despite the fact that the charter identifies one or more types of activities as the main ones, in the course of economic activities the organization can carry out other types of activities. Often industrial and construction organizations lead and trading activities(especially barter transactions), carry out investment activities from free profits, etc. For accounting purposes, all types of activities are divided into current, investment and financial.

Current activities are the activities of the organization specified in its constituent documents and generating the main profit. TO current activities also include operations that cannot be included in investment or financial activities, for example, foreign trade or intermediary. Regardless of the type of current activity in accounting, it is necessary to calculate the costs associated with its implementation and income from this activity, and also determine financial result from her.

Investment activity is an activity related to capital investments (investments) in land plots, buildings and other real estate, equipment, intangible and other non-current assets. This type of activity also includes making long-term financial investments in other organizations, as well as issuing bonds and other long-term securities.

Financial activities- this is the activity of an organization related to operations with short-term securities, providing loans for a period of up to 12 months, issuing bonds and other short-term securities, etc.

Topic 1. Organization of accounting in organizations

Goal and objectives

Target studying the topic - to systematize and consolidate the knowledge acquired by students while studying accounting theory about the principles and organization of accounting in an enterprise and its regulatory regulation.

Tasks:

In-Depth Study of Provisions regulatory documents on accounting, defining the procedure for organizing accounting in a commercial organization;

In-depth study of the organizational and legal forms of enterprises and their impact on the organization of accounting;

An in-depth study of the significance of an organization's accounting policy, the factors that determine its choice, and the impact of accounting policies on the organization of accounting.

1.1 Organizational and legal basis for the activities of a commercial organization.

1.2 Principles and organization of accounting in an enterprise

1.3 Accounting policy organizations

Content

Organizational and legal basis for the activities of a commercial organization

One of the features of accounting is its maintenance within a specific organization. Accounting reflects the activities of an individual organization.

The organization is an independent economic entity created in the manner prescribed by law for the production of products, performance of work, provision of services in order to meet public needs and make a profit. The organization independently carries out its activities, manages its results and the income remaining after paying taxes and other obligatory payments. Organizations registered on the territory of the Russian Federation may have different organizational and legal forms.

Depending on the goals of their activities, organizations are divided into commercial and non-profit.

Commercial organizations pursue profit as the main goal of their activities.

Non-profit organizations are created to achieve social, charitable, cultural, educational, scientific goals, to protect the health of citizens, develop physical culture and sports, satisfy other non-material needs of citizens, protect the rights and legitimate interests of citizens and organizations, resolve disputes and conflicts, provide legal assistance or other goals related to the achievement of public goods. Non-profit organizations can also carry out commercial activities, but only to achieve the purposes for which they were created.

Currently, in the Russian Federation there are organizations of various forms of ownership: federal, municipal, joint-stock, cooperative, private, each of which can be a legal entity.

Legal entities that are commercial organizations can be created in the following organizational and legal forms: state and municipal unitary enterprises; production cooperatives; business partnerships (general partnerships or limited partnerships); business companies (joint stock companies, limited liability companies or additional liability companies).

A unitary enterprise is a commercial organization that is not vested with the right of ownership to the property assigned to it by the owner. This property is considered indivisible and cannot be distributed among the organization’s employees. Only state and municipal organizations are created in the unitary form, the property of which is either owned by the state or owned by the municipality. A unitary enterprise is allocated property with the rights of economic management and operational management.

A joint stock company, the shares of which can be distributed only among a predetermined circle of persons and cannot be put on free sale, is considered closed.

A legal entity of any organizational and legal form is subject to state registration in the manner prescribed by the law on registration of legal entities, for which the following documents must be submitted to the tax office at the location of the organization: application for registration; organization charter; constituent agreement (decision to create an organization); documents confirming payment of at least 50% of the authorized capital; certificate of payment of state duty..

When an organization is created, the charter specifies the types of activities that it can engage in. The charter may contain several types of activities, among which the main ones are highlighted.

Types of activities can be divided as follows: production and sale of products (material assets); wholesale or retail sale of goods; execution of work; provision of services.

In organizations engaged in production, products are manufactured from raw materials and materials during the technological process, the properties of which differ from the properties of the source materials. In accounting, it is necessary to obtain data on the cost of each type of manufactured product, since such data underlies the formation of prices for such products. The cost indicator has a complex composition and therefore a significant part of the accounting work is taken up by the accounting and distribution of production costs.

Organizations that provide services can be created in the form of transport and communications enterprises, commodity and stock exchanges, credit institutions, investment, pension and other funds, legal and audit firms, leasing companies, service organizations, etc. In contrast to work, the service does not have a material essence. Many organizations included in this group have their own special accounting procedures. Thus, the organization of accounting in credit institutions and professional participants in the securities market has significant differences. As for the rest of the organizations included in this group, one of the main features of accounting is that, as a rule, the cost of each specific service provided is not calculated, and cost control is carried out for the calendar period as a whole.

A special group includes organizations engaged in trading and intermediary activities. These organizations sell goods, i.e., material assets that are not subject to further processing in this organization. The costs of these organizations are formed as a whole for the calendar period. At the same time, their peculiarity is the labor-intensive accounting of inventory items.

Despite the fact that the charter identifies one or more types of activities as the main ones, in the course of economic activities the organization can carry out other types of activities. Often industrial and construction organizations also conduct trading activities (especially barter operations), carry out investment activities from free profits, etc. For accounting purposes, all types of activities are divided into current, investment and financial.

Current activities are the activities of the organization specified in its constituent documents and generating the main profit. Current activities also include operations that cannot be included in investment or financial activities, for example, foreign economic or intermediary activities. Regardless of the type of current activity in accounting, it is necessary to calculate the costs associated with its implementation and income from this activity, as well as determine the financial result from it.

Investment activity is an activity related to capital investments (investments) in land, buildings and other real estate, equipment, intangible and other non-current assets. This type of activity also includes making long-term financial investments in other organizations, as well as issuing bonds and other long-term securities.

Financial activities are the activities of an organization related to transactions with short-term securities, providing loans for a period of up to 12 months, issuing bonds and other short-term securities, etc.

The Code of Administrative Offenses most fully regulates administrative and jurisdictional activities carried out both extrajudicially and in court by the rules of substantive and procedural law.

The objectives of the proceedings are defined: timely, comprehensive, complete and objective clarification of the circumstances of each case; resolving it in strict accordance with the law, ensuring the execution of the decision; identifying the causes and conditions conducive to the commission of administrative offenses; crime prevention; educating citizens in the spirit of observance of laws and strengthening the rule of law (Article 225).

Circumstances are also defined that exclude proceedings in cases of administrative offenses. Proceedings in the case cannot be started, and the started proceedings are subject to termination in the absence of an event and an administrative offense; issuing an act of amnesty if it eliminates the application of an administrative penalty; repeal of the act establishing administrative liability; expiration by the time the case of administrative offense is considered established by law the period for imposing administrative penalties (and it can, as a rule, be imposed no later than two months from the date of the offense). These circumstances apply to both individuals and legal entities. In addition, circumstances have been established that preclude proceedings in relation only to individuals. This is a person’s failure to reach 16 years of age at the time of committing an administrative offense; the insanity of a person who has committed an unlawful act or the inaction of a person in a state of extreme necessity or necessary defense; the presence of the same fact in relation to the person brought to trial administrative responsibility, decisions of the competent body (official) to impose an administrative penalty, as well as the presence of criminal case invoices on this matter; death of the person against whom proceedings have been initiated.

If, during the consideration of the case, it is discovered that the administrative offense contains signs of a crime, the materials are transferred by the body (official) considering the case to the prosecutor, the preliminary investigation or inquiry body.

It has also been established that the proceedings are carried out on the basis of the legislation in force at the time of the commission of the administrative offense and at the place of its commission (in cases of transport offenses - at the place of registration of vehicles).

Production is carried out at state language of the Russian Federation or in the state language of the subject of the Russian Federation on whose territory the body (official) authorized to consider the case is located. A person who does not speak the language in which the proceedings are conducted is guaranteed the right to speak in his native (or other) language, as well as to use the services of an interpreter.

Consideration of cases of administrative offenses is carried out on the basis of equality before the law and the body considering the case of all citizens, regardless of social and property status, race and nationality, gender, education, language, attitude to religion, type and nature of occupation, etc.

Cases of administrative offenses are considered openly. If necessary, they can be examined directly at the offender’s place of work, study or residence.

Supervision over the accurate and uniform implementation of laws in proceedings on cases of administrative offenses is carried out by the prosecutor's office.

The prosecutor is notified of the place and time of consideration of the case of an administrative offense committed by a minor, as well as of an offense entailing the use of administrative arrest.

Cases of administrative offenses are considered, as a rule, within fifteen days from the date of receipt by the body (official) authorized to consider the case, necessary materials(in particular, the violation protocol). Some cases are processed within a shorter period of time. Thus, cases of petty hooliganism must be considered within 24 hours, etc.

Evidence has important procedural significance, i.e. any factual data on the basis of which authorities (officials) establish the presence or absence of an administrative offense, the guilt of a given person and other circumstances that are important for the correct resolution of the case. These data are established by the protocol on an administrative offense, explanations of persons brought to administrative responsibility, testimony of victims, witnesses, expert opinions, other documents, physical evidence, protocols on the seizure of things and documents, etc. In this case, objects that were an instrument or direct object of an administrative offense or that retained traces of it act as material evidence.

The assessment of evidence is carried out by the body (official) conducting administrative proceedings, according to its internal conviction, based on comprehensive, complete and objective research all the circumstances of the case in their totality. No evidence can have a predetermined value.

In order to ensure timely and correct consideration of cases, as well as the execution of decisions adopted on them, the legislation provides for the possibility of using measures to ensure procedural support for proceedings. By their legal nature, they are a type of administrative-preventive and administrative-preventive measures. This is the administrative detention of a person, his delivery (forced transfer) for the purpose of drawing up a protocol on an administrative offense, personal search of things, vehicles, seizure of things and documents, removal from management vehicles and medical examination for intoxication, detention of vehicles.

All of these measures are documented in appropriate protocols. The Code of Administrative Offenses determines the powers of officials applying these measures (for example, officials of the police, control and supervisory authorities, etc.). Personal search, search of things, vehicles are carried out with the aim of detecting instruments for committing an administrative offense or its direct object. These measures, as well as the seizure of documents and things belonging to individuals and legal entities, are carried out in the presence of witnesses.

Particular attention should be paid to such a measure of ensuring production as the administrative detention of an individual, since we're talking about about a short-term restriction of his freedom. This measure is applied in exceptional cases by internal affairs bodies, border guards, paramilitary security officials and military automobile inspection. Its use is carried out in order to suppress an administrative offense when other measures of influence have been exhausted; identifying the offender; drawing up a protocol on an administrative offense, if necessary.

Administrative detention can last no more than three hours.

In case of violation of the border regime, persons can be detained for up to three days with a notification to the prosecutor or for up to ten days with the sanction of the prosecutor.

Measures to ensure administrative proceedings can be appealed by interested parties to a higher authority (higher official), prosecutor or court. The complaint is subject to consideration within five days.

Bodies (officials) competent to consider cases of administrative liability. These are bodies of administrative jurisdiction that do not coincide with the general system of executive bodies. Their competence is therefore of a special nature. Among them:

a) people's courts (magistrates). The jurisdiction of the judge includes the consideration and resolution of cases of the most serious administrative offenses. These are, for example, cases: on preventing citizens from exercising the right to vote (Article 401); illegal acquisition or storage narcotic drugs in small quantities or consuming them without a doctor’s prescription (Article 44); petty theft (Article 49); illegal issuance of a license (Article 561); production and use of radio transmitting devices without permission (Article 137); violation of trade rules (Article 146); petty hooliganism (Article 158); malicious disobedience to a lawful order or demand of a police officer (Article 165), etc. Cases are usually considered individually;

b) administrative commissions of district and city executive bodies of the local government system. They collectively consider all categories of cases of administrative offenses, except those assigned to the jurisdiction of other bodies (officials);

c) commissions for the protection of the rights of minors consider cases of offenses committed by persons aged 16 to 18 years;

d) internal affairs bodies (police), as well as other executive bodies exercising control and supervisory functions and powers in various fields activities (for example, fire inspection authorities, customs authorities, transport inspections, antimonopoly authorities, sanitary and veterinary inspection authorities, border service authorities, etc.). Their competence is determined by Art. 203–224 Code of Administrative Offences.

Practically, on behalf of these bodies, officials act who consider cases of administrative offenses and impose administrative penalties (inspectors, controllers-auditors, etc.).

The production and economic activities of enterprises are managed and limited through a system of regulatory legal acts in force in the country, ensuring that business entities comply with the norms and rules of the law. Important, economically and legally justified when performing individual work on organizing production, is compliance with the rules and procedures in the field of registration of enterprises, labor legislation, labor protection and environment etc.

Currently, the economic content of the concept of organization includes the form of entrepreneurial activity. Entrepreneurship is the reason for the creation of organizations, their activities, reorganization, etc.

Entrepreneurial activity – This is an initiative, within the framework of the law, economic activity of property subjects at their own risk and at their own expense. full responsibility on the formation of organizational and economic conditions to achieve certain goals.

Organizations are created for various purposes by individuals and legal entities, the state, municipalities. Organizations can be classified according to various qualitative and quantitative criteria. The main qualitative criteria of an organization reflect the form of ownership, the balance of rights to property, the management structure and the responsibility of the founders. The main quantitative parameters are the number and annual turnover of capital.

It should be noted that in legal practice organizations are called subjects of economic law, and this definition used in legislative and other regulations regulating economic activities.

The most successful criterion for classifying subjects of economic law is the organizational and legal form of entrepreneurial activity. Under organizational and legal form understand the totality of property and organizational characteristics, methods of forming the property base, features of the interaction of owners, founders, participants, their responsibilities to each other and to counterparties.

Property characteristics reflect the form of ownership of the entrepreneur and the relationship between the rights to property of the business entity and its founders (participants).

Organizational characteristics are expressed in the structure of management of the affairs of a business entity.

Entrepreneurial activity in its essence can be commercial and non-commercial. Commercial activity is recognized as entrepreneurial activity for the purpose of making a profit.

Most oil companies operating in the Russian Federation are created in the organizational and legal form of joint-stock companies, so it is advisable to consider in detail some of the features of the activities and management of joint-stock companies: the creation and forms of companies; separation of management functions. The main document regulating the activities of joint stock companies is the “Law on Joint Stock Companies”.

The decision to create (establish) a joint-stock company is made by the constituent meeting of the future co-owners of the organization - shareholders. The decision to elect management bodies is made by a ¾ majority vote of the owners of shares subject to placement among the founders. The constituent meeting determines the form of the joint-stock company being created (this form is indicated in the company's charter and in the name). Joint-stock companies can be created in the form of “open joint-stock companies” and “closed joint-stock companies”. Joint-stock companies may create branches and representative offices that are not separate legal entities. Branches and representative offices operate on the basis of “regulations” approved by the supreme management body of the company; they are endowed with property, which is accounted for both on individual balance sheets and in the general balance sheet of the company.

The peculiarity of the organizational and legal form of joint stock companies determines the management structure (Figure 1.2).

The highest governing body in joint stock company is General meeting shareholders, during the period between meetings - the Board of Directors.

Production structures

Auditor

Audit Commission

Management of current activities is carried out executive body, who may be sole (director, general manager, president) or collegial (board, executive commission). The head of a branch or representative office is appointed by the board of directors or the executive body of the company and acts on the basis of the power of attorney issued to him. The competence of the executive body includes all issues related to the current activities of the company.

Carrying out work on organizing production at an enterprise is possible only after the procedure for creating the enterprise itself. The creation of subjects of entrepreneurial (economic) law is understood as the performance of legal actions, the purpose of which is to obtain the legal status of a subject of entrepreneurial activity (creation of an organization, enterprise). There are several ways to create organizations (Figure 1.3).

Figure 1.3 – Methods for creating subjects of economic law

An organization comes into existence from the moment of state registration. State registration pursues several goals. First of all, the purpose of registration is to determine the place of the subject in the market and determine the scope of its legal capacity. In addition, registration is carried out for the purpose of taxation and ensuring the safety of citizens by establishing control over the implementation procedure certain types activities. The legislation provides certain rules on the composition and number of founders of a commercial organization. Restrictions on participation in economic activities may be established for legal entities and individuals in accordance with the Laws of the Russian Federation governing individual species activities (notaries, lawyers, etc.).

In the process of economic activity, there may be a need to change the previously chosen organizational and legal form of the enterprise or to carry out other transformations that affect the scope of the legal capacity of the entity and affect its relationships with other business entities. This change is accomplished through reorganization. Reorganization is a method of changing the legal status of an entity, in which the scope of its rights and obligations changes or passes to other persons (successors) (Figure 1.4).

From an economic point of view reorganization helps to overcome inertia and stagnation in management structures, in the existing system of connections and relationships. Depending on the specific circumstances, changes can be partial, affecting individual services and the organization of certain types of activities, or radical, when a deep and multilateral reorganization is required.

Merger	A merger is the combination of two or more legal entities into single organization. All previously existing organizations cease to exist. The newly created organization becomes the legal successor of each of the legal entities included in it.
Accession	Accession means that only the activities of the acquired entity are terminated. The person acquiring increases his assets at the expense of the acquired property and becomes its legal successor.
Separation	Division involves the creation of two or more others instead of one subject. In this case, the activities of the divided organization are terminated. The issue of succession in this case is resolved on the basis of an agreement between the newly created persons. As a rule, one of the created organizations becomes the legal successor.
Selection	Selection – the only way reorganization, in which the pre-existing entity does not cease to exist. Another one is formed legal entity, to whom part of the organization’s assets is transferred. The issue of legal succession between them is resolved by agreement of the parties. This form of reorganization is quite often used by unscrupulous entrepreneurs as a way to evade responsibility.
Conversion	During the transformation, a previously existing organization ceases to exist, and in its place an organization emerges in a different organizational and legal form.