Organizational and legal forms of entrepreneurial activity. Organizational and legal forms of entrepreneurial activity

Organizational and legal forms entrepreneurial activity (OPF) are the forms in which a particular person (person or organization) can conduct business. Russian legislation provides for many types of OPF. What do they have in common, what is the difference and how to classify different OPFs? We will talk about all this in detail in our article.

What is a form of entrepreneurial activity?

Entrepreneurship, or commercial activity, is a special type of occupation that in Russia is carried out by citizens or their associations, who at the same time act on their own initiative, at their own peril and risk, aiming to maximize profit. AT modern Russia Entrepreneurship is expressly permitted by law, but must proceed in accordance with one of the organizational and legal forms of entrepreneurial activity. OPF is understood as the status that a particular person has, the totality of his rights, opportunities and obligations provided for by law.

It should be noted that organizational and legal features apply not only to commercial entities: organizations can also be registered in the Russian Federation that do not aim to make a profit, but are created to solve other social or political problems. An example would be parties, churches and other religious organizations, public foundations, etc. The key feature for them is that although the law does not prohibit them from having income from their activities, extracting it should not be the main occupation for these organizations.

Classification of forms of entrepreneurial activity

OPF classification in Russia can be carried out according to different criteria. The roughest division will be those who:

• has the status legal entity(LLC, JSC, MUP, etc.);
• and does not have such a status (IP, branches, representative offices, etc.).

If, however, we take as a basis the definition of whether the persons who create the organization are its members (it is this classification that is now the main one according to the Civil Code), then we get 2 other groups:

1. corporate organizations. Most of the OPFs fall into this category.
2. unitary organizations. These are various municipal unitary enterprises and other enterprises created by local authorities or the state. The key factor here is that these organizations, although created in order to make a profit, do not themselves own the property that is transferred to them for their activities. All this property cannot be divided into shares or shares and transferred to anyone (even to the employees of the enterprise themselves).

Organizational and legal forms of entrepreneurial activity - is it possible to separate them?

AT regulations and theoretical literature, the term "organizational and legal forms of entrepreneurial activity" is often used. Is it possible to draw a line between the form of organizational and legal?

There are no clear boundaries in modern legislation. The form in which the organization is registered and then conducts its activities is determined by the current rules of law. The Civil Code of the Russian Federation explicitly states that organizations are registered in those OPFs that are provided for by the code. Thus, the law does not provide for the possibility of creating and registering an enterprise that will have another OPF.

However, the framework of the legislation is quite flexible, so there are quite a lot of ways to engage in entrepreneurial activity. In this regard, the norms of the law only establish boundaries that cannot be transgressed.

Forms of business organization in Russia

Russian legislation regulates in detail only the OPF of individual organizations, however, entrepreneurial activity can also be organized by combining several business entities into various structures.

Individuals include:

• individual entrepreneurs;
• legal entities.

Such associations of persons act together, such as:

• cartel (association of independent organizations that produce products of a single type, in order to gain control over the market for the goods being sold);
• trust (association of companies operating in the same or different industries, with the loss of their independence), etc.

Changes in the forms of doing business

Civil law is constantly evolving, including in relation to the definition of commercial OPF. In particular, the following changes took place in 2014:

1. The concept of ALC (additional liability company) has disappeared. Now, new organizations cannot be registered in this form, and those ALCs that still exist are subject to the same rules as for LLCs.
2. Production cooperatives are no longer considered as separate groups of commercial legal entities, standing on a par with business companies - now they are just a type of corporate organization of a commercial orientation. The corresponding paragraph of the Code has been terminated, and the previous one has been supplemented with a new subparagraph, consisting of 6 articles.
3. Subsidiaries are also no longer treated as a separate OPF. Now, separately in the section describing the general rules that apply to commercial organizations, the signs are indicated by which a particular company can be recognized as an affiliate or subsidiary.
4. A division of companies into public and non-public has been introduced. With regard to joint-stock companies, this means that closed joint-stock companies and open joint-stock companies have become a thing of the past. Now a society that wants to have the status of a public company must directly indicate this in its name.
5. The norms describing the status of participants in partnerships and companies have been significantly changed.
6. The number of limited partners in a limited partnership is limited. Now there can be no more than 20.
7. Unitary enterprises are no longer specifically divided into those based on the right economic management property, and those who conduct operational management. Now they have a common status.
8. The founders and participants of organizations are given the opportunity to conclude internal agreements and adopt other documents regulating the management procedure. Previously, such documents dealt only with a number of specific issues, but now there are almost no restrictions and any agreements can be concluded - as long as they do not contradict the law and the company's charter documents.

The changes didn't end there. The list of organizational and legal forms is constantly updated. For example, in 2017 corporate organizations notarial chambers were added, and the list of unitary legal entities was expanded by adding state corporations to them.

Current organizational and legal forms of entrepreneurial activity in the Russian Federation

As of 2017-2018, commercial activities in Russia are allowed in the following forms:

1. Individual entrepreneurship. A citizen has the right to go through the registration procedure with the tax service and receive the status of an individual entrepreneur. From the moment an entry about this is made in the USRIP, all the rules that regulate the activities of commercial organizations apply to the commercial activities of a citizen. The exceptions are cases where either the law says otherwise, or the legal relations themselves are such that the rules on organizations cannot be applied to them.
2. Full partnership. By this is meant organized activity 2 or more people who come together and lead commercial activity not on its own behalf, but on behalf of the partnership. At the same time, they are liable for the debts of the organization not only with the property that was transferred to it, but with everything that they have. Moreover, if a new member enters the partnership, he assumes the risk of liability for all obligations, up to those that arose before his entry. When exiting, the risk is assumed for obligations that arose before the exit, which remains for 2 years. Due to the fact that this OPF provides for a deep connection between partners in their common activities, each person is entitled to participate in only one general partnership.
3. Faith partnership. In principle, this OPF can be considered a kind of partnership described above, but there is one slight difference: in addition to general partners who act on behalf of the organization and risk all property, there are also limited partners. Their liability does not exceed the limits of the value of that property (or Money), which they contributed to the capital of the organization. In addition, limited partners cannot participate in the activities carried out by the partnership unless they have a special power of attorney. However, there is one point: if the name of the limited partner is suddenly included in the name of the partnership, he becomes a full partner. Otherwise, the organization and status of a limited partnership and full partnership practically match.
4. Production cooperatives, they are artels. It provides for both the pooling of property contributions and the personal labor participation of members. At the same time, the liability of cooperative members for obligations to third parties is limited only by the size of their shares. characteristic feature This OPF is that when voting at a general meeting, the size of the share invested in the organization does not matter, since the rule "1 participant - 1 vote" applies.
5. KFH. They have a rather curious status, which should be emphasized.

Peasant farms

Previously, all kinds of farms formed by peasants (farmers) did not have the status of a legal entity - in fact, they had a status similar to individual entrepreneurs, only the heads of farms acted as entrepreneurs. This rather strange provision was corrected in 2012, when a corresponding subparagraph was introduced into the Civil Code. Main Feature KFH is that they are created primarily to conduct commercial activities in the agricultural industry.

As a result, now this term actually combines 3 separate OPFs:

1. KFH, originally created under the old law as legal entities. They may be valid until 2021.
2. KFH, created on the basis of the current federal law of the same name. They are not legal entities, representing only a contractual association of citizens-members around the head, who has the status of an individual entrepreneur. Now this should be the main option for the existence of such farms.
3. KFH - legal entities. As already mentioned, innovations in civil law make it possible to register a peasant farm already as an organization. True, for this it is necessary that they previously act in the form provided for by the law on peasant farms.

Curiously, a citizen can participate in several contractual peasant farms, but only one of them can be created as a legal entity. In this sense, the farms of farmers are close to partnerships.

Business companies

The list of OPF continues such a form as business companies. At their core, these are commercial organizations whose authorized capital is initially divided into shares or shares. In contrast to the cooperatives discussed above, in business companies, when voting, it is taken into account how many percent authorized capital or how many shares (if they have the same nominal value) belong to the voter.

Business companies are divided into 2 types:

1. OOO. This is the most common of the organizational and legal forms of entrepreneurial activity. In this company, the authorized capital is divided into shares belonging to the participants. Participants bear responsibility for the debts of the company only within the limits of the share of the authorized capital that belongs to each of them.
2. AO. In this company, the authorized capital is divided into securities - shares. The shareholder does not withdraw from the JSC, but only sells his shares to another shareholder or, if allowed, to another person. However, at the same time, he is no longer entitled to demand the allocation of part of the property in kind or the return of the amount paid for the shares (except in cases where the law provides for the redemption of shares by the company).

In turn, joint-stock companies, according to the current law, are divided into the following types:

1. Public (previously called OJSC). It allows free circulation of shares and the possibility of their sale to any person who wants to purchase them.
2. Non-public. Here, the circulation of any securities takes place only within the circle of shareholders or other persons specified in the law or the constituent documents of the JSC.

It should be noted that the sign of publicity, according to the current civil legislation, applies to all business companies. However, it does not make practical sense to apply it to an LLC: an LLC is directly called non-public by law, but public organizations of this legal form simply do not exist.

Unitary enterprises

The list of existing OPFs is completed by such a variant of them as unitary enterprises. Here are their characteristic features:

1. The property of the UE is not divided into shares, shares or shares, even between its employees. It is a single complex provided for maintaining economic activity.
2. The UE is not the owner of the property that is assigned to it. The property belongs to the founder, the UE itself only uses it.
3. UEs are created either by the state or by local municipalities, which act as owners of the property.
4. The management of the UE is not elected, but appointed by a state or municipal body.
5. The owner is not liable for the debts of the UE. An exception is the so-called state-owned enterprises, in relation to which a situation is allowed when, if the UE has a shortage of property, the outstanding part of the debt is reimbursed in a subsidiary manner from the budget of the municipality, the subject of the Federation or the Russian Federation as a whole.

Table of organizational and legal forms of entrepreneurial activity

As you can see, now there are many different OPFs in which commercial entities can operate. In order to understand all this diversity, it is more convenient to use the table. If you do not want to deal with the classification yourself and want to refer to already compiled tables, you need to pay attention to the following:

1. The date of compilation of the table should be no later than February 2017 - it was then that the latest changes in civil law came into effect.
2. The table should reflect not only the names of various OPFs, but also their features (at least briefly). Without this, it is almost impossible to understand how, for example, 2 types of partnerships differ - full and faith.
3. The best option is if the table contains not only the name of the OPF, but also indicates who can be their participant, and also determines the degree of responsibility of the participants. Other information may be added as needed.

In the meantime, we offer a short version of the table:

Presentation of forms of entrepreneurial activity

In addition to tables, the following will help to understand the system of existing BPFs aid like a presentation. Unlike the table, here on the slides can be detailed various grounds classifications, as well as other additional information related to this topic.

You can find this kind of presentation on any educational portal, as well as on many other resources dedicated to legal matters. However, here you also need to make sure that the presentation was made no later than 2017, otherwise the information in it will not correspond to reality.

The creation of any company is preceded by the choice of the organizational and legal form of entrepreneurial activity. Further, constituent documents are created - the charter and the memorandum of association, which fix the name of the company, the organizational and legal form of the enterprise, determine the goals, objectives and activities of the enterprise, and also determine the procedure for managing the company and the relationship of the founders.

Constituent documents are registered by local executive authorities. After state registration, the company must register with tax office, open a bank account, will receive a seal, letterhead, stamp and other attributes. After that, the firm can be included in the business system.

There are the following organizational and legal forms entrepreneurial activity:

sole (individual) firms, where the economic entity is an individual (entrepreneur);

business partnerships (general partnership, limited partnership);

business companies (limited liability companies, additional liability companies, joint-stock companies);

unitary enterprises;

production cooperatives (artels).

Individual enterprise - This small firm, the owner and main employee of which is a citizen (individual) who has the right to engage in entrepreneurial activities without forming a legal entity from the moment of state registration as an individual entrepreneur. The property of an individual enterprise is formed from the property of the citizen who registered it, as well as from the income received and other legal sources.

Business partnerships and companies- these are commercial organizations, the authorized capital of which is divided into shares (contributions) of the founders.

General partnership - this is an organization whose participants, in accordance with the agreements concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property.

The property is formed at the expense of the contributions of actual participants, income received in the course of entrepreneurial activity and other legal sources, and belongs to the participants on the basis of the right of common shared ownership.

Participants bear unlimited liability for the obligations of the partnership and jointly and severally with all their property.

The management of the activities of a general partnership is carried out by common agreement of all participants ( general meeting).

The contribution (share) of any of the participants in the company may be transferred to another person only with the consent of the company.

Partnership on faith(limited partnership) is an organization whose participants carry out economic activities on the basis of mutual trust, i.e. when choosing this organizational and legal form, strict legal registration of relations between the participants is not required.

The participants of a limited partnership are active participants and contributors.

The property is formed at the expense of the participants' contributions, income received and other legal sources, and belongs to the participants on the basis of the right of common shared ownership.

Active participants are fully jointly and severally liable for the obligations of the partnership with all their property, and participants-contributors are liable within the limits of their contribution to the property of the partnership and do not take part in the activities of the partnership.

The activity of the partnership is managed by the active participants.

Limited Liability Company(LLC) is an organization founded by one or more persons. The authorized capital of the company is divided into shares, the amount of which is determined by the founding documents. The company's property is formed at the expense of the participants' contributions and income received and belongs to the participants on the basis of the right of shared ownership.

Members of a limited liability company are liable for its obligations only within the limits of their contribution.

The contribution (share) of LLC participants may be transferred to other persons only with the consent of the company.

The activities of a limited liability company are managed by the general meeting of founders.

Additional Liability Company is an organization established by one or more persons, the authorized capital of the company is divided into shares. The size of these shares is determined by the founding documents.

The participants in such a society are liable for its obligations with their property in the same multiple size for all, in relation to their contributions.

Joint-stock company(JSC) is an organization whose authorized capital is divided into a certain number of shares.

Participants (shareholders) bear responsibility for the obligations of JSCs within the limits of the block of shares they own.

Shares of participants in a joint-stock company may be transferred to third parties without the consent of other shareholders.

The joint-stock company is managed by a meeting of shareholders.

Joint-stock companies are open and closed.

An open joint stock company (OJSC) is a company whose property is formed through the sale of shares by public subscription, the number of participants in the OJSC should be more than 50 people, and the size of the authorized capital should be more than 1000 times the minimum wage.

In a closed joint-stock company (CJSC), shares are distributed only among the founders or other predetermined circle of persons. The number of people in the CJSC is less than 50, the size of the authorized capital is less than 1000 times the minimum wage.

Production cooperatives are associations of citizens for joint production activities based on their personal labor participation and the association of property shares by their participants.

Unitary enterprises- This commercial enterprises not endowed with the right of ownership to the property assigned to them by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among the employees of the enterprise.

Only state and municipal enterprises can be created in the form of a unitary enterprise.

The property of state or municipal enterprises is, respectively, in state or municipal ownership and belongs to such enterprises on the right of command or operational management.

Business associations

Enterprises and organizations can form associations, concerns, foundations, etc. on a contractual basis in order to expand opportunities in industrial, scientific, technical and social development. These associations are non-profit organizations those. organizations that do not aim to make a profit. They can carry out entrepreneurial activity only insofar as it serves to achieve the goals for which they were created.

The enterprises that are part of the association retain their independence and the rights of legal entities.

The governing bodies of the association perform their managerial functions on the basis of agreements with enterprises. The association operates on the basis of the charter and voluntary entry of enterprises.

Consortium- this is a temporary voluntary association of enterprises to solve specific problems - the implementation of large targeted programs and projects, including scientific, technical, construction, etc.

Upon completion of the assigned task, the consortium may terminate its activities or, by agreement of the participants, be reorganized for another type of activity.

Consortium members retain their economic independence and may take part in the activities of other consortiums and associations.

To manage the activities of the consortium, a governing body is created, which usually includes representatives of the founding enterprises.

Concern- this is an association of enterprises that carries out joint activities on the basis of voluntary centralization of the functions of scientific, technical and industrial development, investment, financial and other activities. In order to carry out joint activities, the concern creates its own management bodies, to which the participants, in accordance with the charter, voluntarily transfer part of their powers. Members of a concern cannot simultaneously be members of other concerns.

Association is a voluntary association of enterprises and organizations for the purpose of carrying out joint activities on the basis of self-financing and self-government. The association is managed by the general meeting of the association members, the council or the board and the executive directorate.

Fund- the organizational form of pooling funds or other resources at the disposal of the state, enterprises, associations of enterprises for special purpose use.

The fund is managed by the general meeting of the founders of the fund - enterprises, the state, and individuals.

Entrepreneurial activity- this is an independent activity carried out at one's own risk, aimed at the systematic receipt of profit from the use of property, the sale of goods, the performance of work or the provision of services by persons duly registered in this capacity.

Entrepreneurial activity can be carried out by citizens registered as individual entrepreneurs (IP).

State registration IP - an act of the authorized federal executive body (MNS RF), carried out by entering into the Unified State Register of Individual Entrepreneurs information on the acquisition of status by an individual individual entrepreneur or on the termination of entrepreneurial activity, as well as other information about the individual entrepreneur. State registration is carried out by the registering body (Ministry of Taxes of the Russian Federation) at the place of residence of a citizen on the basis of his application and the documents listed below, and is carried out in the manner and within the time limits in force for legal entities. The registering authority, within a period of not more than 5 working days from the moment of state registration, also submits to state off-budget funds(PF RF, FSS RF, MHIF RF) information contained in the Register for registration of an individual entrepreneur as an insurer in each of these funds.

Information about the place of residence is provided by the registration authority only upon request submitted by a person who has presented an identity document (an individual entrepreneur has the right to request from this authority information about persons who have received information about his place of residence).

legal entity recognized as an organization that:

• has separate property (ownership, economic management, operational management);
• is liable with this property for its obligations;
• may, on its own behalf, acquire property and personal non-property rights, bear obligations;
• can be a plaintiff and a defendant in court, arbitration, arbitration courts.

Commercial organizations pursue profit as the main goal of their activities. Must have a brand name.

Non-profit organizations do not have the main purpose of their activities to make a profit and do not distribute the profits received among the participants (founders). They can carry out entrepreneurial activity only insofar as it serves to achieve the goals for which they were created.

Lecture, abstract. 3.5. Legal forms of realization of the right to carry out entrepreneurial activity - concept and types. Classification, essence and features.

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Introduction

entrepreneurial legal partnership society

The organizational and legal forms of entrepreneurial activity are established by the Civil Code of the Russian Federation, and the mechanism for the creation and functioning of some of them - by federal laws. The organizational and legal forms of entrepreneurial activity include the following types of commercial organizations: business partnerships and companies, production cooperatives, state and municipal unitary enterprises.

to small and joint ventures, which can be created in various organizational and legal forms, are in various organizational and legal forms, include commercial organizations according to the criteria (signs) established by law.

Individual entrepreneurs carry out entrepreneurial activities without forming a legal entity, therefore they cannot be attributed to any organizational and legal form. Does not apply to the legal form of a simple partnership. In accordance with the Civil Code of the Russian Federation, it is established without the formation of a legal entity. Complex business organizations as associations can be created in various organizational and legal forms, but in practice, they are established in the form of a joint-stock company.

Complex business organizations include concerns, cartels (cartels, which are associations of firms in the same industry), consortiums, holdings (a holding is a joint-stock company with a controlling stake), financial and industrial groups, pools (a pool provides for the distribution of participants).

1. The concept and types of organizational and legal forms of entrepreneurial activity

1. Business partnership

Business partnerships are commercial organizations with share capital divided into shares. A contribution to the property of a business partnership may be money, securities, other things or property rights or other rights having a monetary value. Business partnerships can be created in the form of a general partnership and a limited partnership (limited partnership). Participants in general partnerships and general partnerships on faith may be individual entrepreneurs and commercial organizations.

Full partnership. It is recognized as a partnership, the participants of which, in accordance with the concluded agreement, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with all their property. A person can only be a participant in only one full partnership.

A general partnership is created and operates on the basis of a constituent agreement, which is signed by all its participants. The memorandum of association must contain the following information: the name of the general partnership; location; the procedure for managing it; conditions on the size and procedure for changing the shares of each of the participants in the share capital; on the size, composition, terms and procedure for making their contributions; on the responsibility of participants for violation of obligations to make contributions.

The management of the activities of a general partnership is carried out by common agreement of all participants, but the memorandum of association may provide for cases where a decision is made by a majority vote of the participants. Each participant in a general partnership has the right to act on behalf of the partnership, but in the joint conduct of the affairs of the partnership by its participants, the consent of all participants in the partnership is required for each transaction. A participant in a general partnership shall not have the right, without the consent of other participants, to make transactions on his own behalf in his own interests or in the interests of third parties that are similar to those that constitute the subject matter of the partnership.

Profits and losses of a full partnership are distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the founding agreement or other agreement of the participants. Participants in a full partnership jointly and severally bear subsidiary liability with their property for the obligations of the partnership. A participant in a general partnership has the right to withdraw from it by declaring his refusal to participate in the partnership at least 6 months before the actual withdrawal from the partnership.

A full partnership is liquidated on the grounds on which a legal entity is liquidated in accordance with the civil legislation, as well as in the case when the only participant remains in the partnership.

Faith partnership. It recognizes a partnership in which, along with the participants engaged in entrepreneurial activities on behalf of the partnership and liable for the obligations of the partnership with their property, there is one or more contributor participants who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them and not take part in business activities.

A limited partnership is created and operates on the basis of a constituent agreement, which is signed by all general partnerships. The founding agreement of a limited partnership must contain the following mandatory information: the name of the limited partnership; its location; the procedure for managing a limited partnership; conditions on the size and procedure for changing the shares of each general partner in the share capital; the size, composition, terms and procedure for making contributions by them, their liability for violation of obligations to make contributions, their liability for violation of obligations to make contributions; the total amount of deposits made by contributors. In the memorandum of association, general partners undertake to create limited partnerships, determine the procedure for joint activities for its creation, the conditions for transferring their property to him, and indicate other information in accordance with civil law.

The management of the activities of a limited partnership is carried out by general partners, and investors do not have the right to participate in the management and conduct of business of a limited partnership, to challenge the actions of general partners in the management and conduct of business of the partnership. Investors must contribute to the share capital, which is certified by a certificate of participation issued to the investor by the partnership. The investor of a limited partnership has the right: to receive a part of the profit of the partnership due to his share in the share capital, in the manner prescribed by the founding agreement; get acquainted with the annual reports and the balance sheet of the partnership; at the end fiscal year leave the partnership.

A limited partnership is preserved if at least one general partner and one contributor remains in it. It is liquidated on the grounds of liquidation of a full partnership. Upon the retirement of all investors, a limited partnership may be transformed into a general partnership.

2. Limited Liability Company

A limited liability company is established and operates in accordance with the Civil Code of the Russian Federation and Federal Law No. 8-FZ of February 8, 1998 "On Limited Liability Companies". A limited liability company is recognized as an economic company created by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. The participants of the company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions. Members of the company who have not fully contributed to the charter capital of the company shall be jointly and severally liable for its obligations to the extent of the value of the unpaid value of the contribution of each member of the company.

Members of the society may be citizens and legal entities. A company may be founded by one person who becomes the sole participant, but it cannot have another economic company consisting of one person as the sole participant. Maximum number there should not be more than fifty members of the society. If this limit is exceeded, the number of members of the company during the year must be transformed into an open joint-stock company or a production cooperative.

The constituent documents are the founding document and the charter. If the company is founded by one person, the charter approved by this person is the founding person. If the number of participants in the company is from two or more, a contract is concluded between them memorandum of association in which the founders undertake to create a company and also determine the composition of the founders of the company, the amount of the authorized capital and the size of the share of each of the founders of the company, the amount and composition of contributions, the procedure and terms for their introduction into the authorized capital of the company upon its establishment, the liability of the founders of the company for violation of the obligation to making contributions, the conditions and procedure for the distribution of profits among the founders of the company, the composition of the company's bodies and the procedure for the withdrawal of participants from the company.

The authorized capital of a company is made up of the nominal value of the shares of its participants and determines minimum size property that guarantees the interests of its creditors. The size of the authorized capital of the company and the nominal value of the shares of the company's participants are determined in rubles. The size of the share of a member of the company in authorized capital society is defined as a percentage or as a fraction. The articles of association of a company may limit maximum size shares of a member of the company.

A contribution to the authorized capital may be money, securities, property rights, having a monetary value. Each founder of the company must fully contribute to the authorized capital of the company during the term. At the time of state registration of the company, the authorized capital must be paid by the founders at least half.

An increase in the authorized capital of a company is allowed only after its full payment. It can be carried out at the expense of the company's property, and at the expense of additional contributions of the company's participants, and, if this is not prohibited by the company's charter, at the expense of contributions from third parties accepted in the company.

A company may, in accordance with civil law, have subsidiaries and dependent companies. A company is recognized as a subsidiary if another business company or partnership, by virtue of its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise, has the ability to determine decisions made by such a company. A subsidiary company is not liable for the debts of the main economic company, which has the right to give instructions to the subsidiary company that are obligatory for it.

A company is recognized as dependent if another economic company has more than 20% of the authorized capital of the first company. A company that has acquired more than 20% of the voting shares of a joint-stock company or more than 20% of the charter capital of another limited liability company is obliged to immediately publish information about this in the press organ that publishes data on the state registration of a legal entity.

3. Company with additional liability

An additional liability company is a company established by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. Participants in a company with additional liability jointly and severally bear subsidiary liability for its obligations with their property and the same multiple for all of the value of their contributions, established by the constituent documents of the company.

In the event of bankruptcy of one of the participants in the company, his liability for the obligations of the company is distributed among the participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided for by the constituent documents of the company.

The company name of a company with additional liability must contain the name of the company and the words "with additional liability".

The constituent documents of a company with additional liability are the memorandum of association and the charter, in which the composition of the information is established in relation to a limited liability company, with the exception of the provisions set forth above.

Joint-stock company

The mechanism for the creation, operation and management of a joint stock company is carried out in accordance with the Civil Code of the Russian Federation, Federal Law No. 208-FZ of December 25, 1995 "On Joint Stock Companies". In accordance with this Law, a joint-stock company is a commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the company's participants in relation to the joint-stock company. Shareholders are not liable for the obligations of the company and bear the risk of losses associated with its activities, within the value of their shares. A joint-stock company may be created by founding anew and by reorganizing an existing legal entity.

A joint stock company can be either open or closed.

An open joint stock company is a company that for the first time has the right to conduct an open subscription for the shares it issues and to carry out their free sale, taking into account the requirements of federal legislation. Shareholders open society may alienate their shares without the consent of other shareholders of the company. The number of shareholders of an open company is not limited. The minimum amount of the authorized capital of an open company must be equal to at least a thousand times the amount of the minimum wage established by federal law on the date of registration of the company.

A closed joint stock company is a company whose shares are distributed only among the founders or other pre-established circle of persons. A closed joint stock company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for purchase to an unlimited number of persons. The number of shareholders must not exceed fifty. If the number of shareholders exceeds 50, the specified company must be transformed into an open company within a year. Shareholders of a closed company have a pre-emptive right to purchase shares sold by other shareholders of this company.

The founders of a joint-stock company are citizens and legal entities that have made a decision to establish it. The number of founders of an open society is not limited, and the number of founders of a closed society cannot exceed fifty people. A company can be founded by one person, the decision to establish a company is made by this person alone. But society cannot have as sole founder another economic company consisting of one person.

The founders of the company conclude a written agreement between themselves on its establishment, which determines the procedure for their joint activities to establish the company, the amount of the authorized capital, the categories and types of shares to be placed among the founders, the amount and procedure for their payment, the rights and obligations of the founders to create the company. The agreement on the creation of a company is not a constituent document. The founders of the company are responsible for the obligations associated with its creation and arising before the state registration of this company.

The decision to establish a joint-stock company, approve its charter and approve the monetary value of securities, other things or property rights or other rights having a monetary value, contributed by the founders in payment for the company's shares, is taken by the founders unanimously, and the election of the management bodies of the company is carried out by the founders by a majority of three quarters of votes representing shares to be placed among the founders of the company. The founding documents of a joint-stock company are the charter, the requirements of which are binding on all bodies of the company and its shareholders.

The authorized capital of a joint-stock company is made up of the nominal value of the company's shares acquired by the shareholders. The nominal value of all ordinary shares of the company must be the same. The authorized capital of a company determines the minimum amount of the company's property that guarantees the interests of its creditors. The minimum amount of authorized capital is established by federal law differently for open and closed companies.

The authorized capital may be increased by increasing the nominal value of shares or by issuing additional shares, which may be placed by the company only within the limits of the number of authorized shares established by the company's charter. The authorized capital of the company may be reduced by reducing the nominal value or reducing their total number, including by acquiring a part of the shares in the cases provided for by federal law. But this provision must be established in the charter of the company. However, the company does not have the right to reduce the authorized capital if, as a result of this, its size becomes less than the minimum amount of the company's authorized capital, determined in accordance with federal law on the date of registration of the relevant changes in the company's charter.

The formation of the authorized capital of the company is carried out by issuing and placing shares, which, when the company is established, must be fully paid up within the period determined by the charter of the company. At the same time, at least 50% of the authorized capital of the company must be paid by the time of registration of the company, and the remaining part - within a year from the date of its registration, unless otherwise established by the federal law on state registration of legal entities. Additional shares of the company must be paid for within the period determined in accordance with the decision on their placement, but not later than one year from the date of their acquisition.

Payment for shares and other securities of the company can be made in money, securities, other things or other rights having a monetary value, which is made by agreement between the founders.

Payment for the shares of the company upon its establishment is made by its founders at their nominal value, in other cases - at market value but not below their face value. However, in certain cases, the company may place shares at a price below their market value. The Company may place shares and securities of the Company convertible into shares.

When a company is founded, all its shares must be placed among the founders. In accordance with Art. 25 of the Federal Law "On Joint Stock Companies" all shares of the company are registered. The company issues and places ordinary and preferred shares of several types, but the par value of the placed preferred shares must not exceed 25% of the company's charter capital. Each ordinary share of the company represents the shareholder - its owner - the same amount of rights.

The company, in accordance with the procedure established by law, must maintain a register of shareholders of the company, which indicates information about each registered person, the number and categories of shares recorded in the name of each registered person, other information provided for legal acts Russian Federation. The holders of the register of shareholders of the company may be the company that carried out the placement of shares, or a specialized registrar. A company with more than 50 shareholders is obliged to entrust the maintenance and storage of the register of shareholders of the company to a specialized registrar.

The Company has the right once a year to make decisions on the payment of dividends on placed shares. Dividends are paid in cash or other property from net profit companies for the current year, but for preferred shares of certain types can be paid at the expense of the company's funds specially intended for this.

The Company does not have the right to make decisions on the payment of dividends on shares:

until full payment of the entire authorized capital of the company;

until the redemption of all shares that must be redeemed in accordance with Art. 76 of the Federal Law "On Joint Stock Companies"

if at the time of payment of dividends the company meets the signs of insolvency in accordance with the Federal Law "On Insolvency" or indicated signs will appear to the company as a result of the payment of dividends.

The company creates a reserve fund in the amount provided for by the charter of the company, but not less than 5% of its authorized capital. The reserve fund of the company is formed by mandatory annual deductions until it reaches the amount established by the charter of the company. The amount of annual mandatory contributions is provided for by the charter of the company, but cannot be less than 5% of net profit until the amount established by the charter of the company is reached. The reserve fund is intended to cover its losses in the absence of other funds. The reserve fund cannot be used for other purposes.

The charter of the company may provide for the formation of a specialized fund for corporatization of the company's employees from the net profit. Its funds are spent exclusively on the acquisition of company shares sold by the shareholders of this company, for subsequent placement among employees.

The company, in accordance with the legislation on securities and the charter of the company, may place bonds and other securities. The bond certifies the right of its owner to demand redemption of the bond in deadlines. The issue of bonds without collateral is allowed not earlier than the third year of the existence of the company and subject to the proper approval by this time of two annual balance sheets of the company. Bonds may be different and bearer.

The governing bodies of a joint-stock company are the general meeting of shareholders, the board of directors, the company and the executive body of the company, which may be the collective executive body of the company (board, directorate) or the sole executive body of the company (director, general director), which manage the current activities of the company.

The supreme governing body of a joint-stock company is the general meeting of shareholders. The annual meeting of shareholders is held within the time limits established by the charter of the company, but not earlier than 2 months and not later than 6 months after the end of the financial year. At the annual meeting of shareholders of the company, the issue of electing the board of directors (supervisory board) of the company, the audit commission (auditor), approving the auditor of the company, considering and approving the annual report of the company submitted by the board of directors (supervisory board), the balance sheet, the profit and loss account of the company, distribution of losses and profits. In addition to the annual meeting of shareholders, extraordinary general meetings of shareholders may also be held.

The competence of the general meeting of shareholders of the company includes the resolution of the most important issues of the life of the joint-stock company, including the following:

introduction of amendments and additions to the charter of the JSC or approval of the charter of the JSC in a new edition;

JSC reorganization

liquidation of JSC, appointment of a liquidation commission and approval of interim and final liquidation balance sheets;

determination of the quantitative composition of the board of directors (supervisory board) of the JSC, election of its members and early termination of its powers;

determination of the number, nominal value, category of declared shares and the rights granted by these shares;

an increase in the authorized capital of the company by raising the nominal value of shares or by placing additional shares, if the charter of the company, in accordance with federal law, does not place the increase in the authorized capital of the company by placing additional shares within the competence of the board of directors of the company;

reduction of the authorized capital of the company by reducing the nominal value of shares, by acquiring by the company of a part of the shares in order to reduce their total number, as well as by redeeming the shares acquired or redeemed by the company;

formation of the executive body of the JSC, early termination of its powers, if the charter of the JSC does not refer these issues to the competence of the Board of Directors of the JSC;

invention of members of the audit commission (auditor) of the JSC and early termination of their powers;

approval of the auditor of the company;

approval of annual reports, annual financial statements, including reports on the company's profit and loss, as well as the distribution of profits, including the payment of dividends, and the announcement of the company's losses based on the results of the financial year;

determination of the procedure for conducting the general meeting of shareholders;

election of members of the counting commission and early termination of their powers;

splitting and consolidation of shares;

making decisions on the approval of major transactions in cases provided for in Art. 83 of the Federal Law "On Joint Stock Companies";

making decisions on the approval of major transactions in cases provided for in Art. 79 of this law;

acquisition by the company of placed shares in the cases stipulated by the Federal Law "On Joint Stock Companies";

decision-making on participation in holding companies, financial and industrial groups, associations and other associations of commercial organizations;

approval of internal documents regulating the activities of the company's bodies;

resolution of other issues stipulated by the Federal Law "On Joint Stock Companies"

Issues related to the competence of the general meeting of shareholders cannot be transferred for decision to the executive body of the company. The General Meeting of Shareholders is not entitled to consider and make decisions on issues that are not within its competence.

The board of directors of the company exercises general management of the company's activities, except for resolving issues that fall within the competence of the general meeting of shareholders. Members of the Board of Directors (Supervisory Board) are elected by the General Meeting of Shareholders for a period of one year, but may be re-elected an unlimited number of times. The chairman of the board of directors is elected by the members of the directors of the company from among them by a majority vote of the members of the board of directors (supervisory board). The Federal Law "On Joint Stock Companies" establishes the exclusive competence of the Board of Directors of JSCs.

The executive body of the joint-stock company manages the day-to-day activities of the company. It may be the sole executive body (director, CEO), or the collegial executive body of the company, or both bodies manage the company simultaneously. At the same time, the company's charter must define the competence of each of them. The competence of the executive body of the company includes all issues of managing the current activities of the company, except for issues that fall within the competence of the general meeting of shareholders or the board of directors, whose decisions are carried out by the executive body of the company.

The sole executive body of the company acts without the power of attorney of the company, including representing its interests, making transactions on behalf of the company, states the states. Issues orders and gives instructions that are binding on all employees of the company. By decision of the general meeting of shareholders, the powers of the executive body of the company may be transferred under an agreement to a commercial organization or an individual entrepreneur.

The Audit Commission of the Company is elected by the General Meeting of Shareholders in accordance with the Charter of the Company. It controls the financial and economic activities of the company. The audit of the financial and economic activities of the company is carried out based on the results of the company's activities for the year, as well as at any time at the initiative of the audit commission of the company, the decision of the general meeting of shareholders, the board of directors of the company or at the request of a shareholder who owns in total at least 10% of the voting shares of the company. Based on the results of the audit of the financial and economic activities of the company, the audit commission draws up an appropriate conclusion.

The audit of the financial and economic activities of the company may be carried out by the auditor in accordance with the legal acts of the Russian Federation. The auditor of the company, who carries out the audit on the basis of a contract concluded with him, is approved by the general meeting of shareholders of the company.

A joint stock company may have dependent and subsidiaries created in accordance with the Federal Law "On Joint Stock Companies" and the Civil Code of the Russian Federation; may establish branches and open representative offices; can be voluntarily reorganized in the form of merger, accession, division, separation and transformation of society; may be liquidated voluntarily in the manner prescribed by the Civil Code of the Russian Federation, subject to the requirements of the Federal Law "On Joint Stock Companies" and the company's charter. The company may be liquidated by the decision of the arbitration court to declare it bankrupt. The liquidation of a company entails the termination of its activities without the transfer of rights and obligations and the order of succession to other legal entities.

5. People's enterprise

In accordance with the Federal Law of July 19, 1998 No. 115-FZ "On the Peculiarities of the Legal Status of Joint-Stock Companies of Employees (People's Enterprises)", a people's enterprise can be created in the manner prescribed by this Federal Law by transforming any commercial organization, with the exception of state and municipal unitary enterprises and open JSCs, whose employees own at least 49% of the authorized capital. It is important that the creation of a people's enterprise in any other way is not allowed.

In accordance with the statutory legislation of the Russian Federation, in accordance with the procedure and constituent documents of this commercial organization, its participants decide on the transformation of the organization into a people's enterprise. Such a decision must be made by at least three-fourths of the votes of the employees of a commercial organization from their payroll, who, in the prescribed manner, give their consent to the creation of a people's enterprise. If the employees of a commercial organization have agreed to the creation of a people's enterprise, the participants in the commercial organization to be transformed must conclude an agreement on the creation of a people's enterprise, which must be signed by all persons who have decided to become shareholders of the people's enterprise.

An agreement on the creation of a people's enterprise is concluded in writing. It must contain the following information: the procedure for the implementation of joint activities to create a people's enterprise; the size of its authorized capital, the rights and obligations of the parties to create a people's enterprise and other information. In addition to the specified information, the agreement on the creation of a people's enterprise must contain information on:

the number of shares of the people's enterprise that he can own at the time of the creation of the people's enterprise;

each employee, including those who are members of a commercial organization being transformed and who decides to become a shareholder of a people's enterprise;

each participant of the transformed commercial organization who is not its employee;

each individual who is not a member of the commercial organization being transformed;

monetary valuation of shares (shares, shares) of a commercial organization being transformed;

the conditions, terms and procedure for the redemption by the people's enterprise of the shares of the people's enterprise from its shareholders in order to comply with the provisions of the federal law and the terms of the agreement on the creation of the people's enterprise;

the form of payment for shares of a people's enterprise or the procedure for exchanging shares of a commercial organization being transformed for shares of a people's enterprise by each shareholder at the time of the creation of a people's enterprise.

The charter of a people's enterprise must contain the following information: the full and abbreviated name of the people's enterprise, its location, the number, par value of ordinary shares, the rights of shareholders, the size of the authorized capital of the people's enterprise, the structure and compensation of the management bodies of the people's enterprise and the procedure for making decisions by them; information on the maximum share of shares of the people's enterprise in the total number of shares that can be held in aggregate individuals who are not employees of the people's enterprise, and individuals, as well as information on the maximum share of shares of the people's enterprise in the total number of shares that can be owned by one employee of the people's enterprise, other provisions provided for by the law in question.

The nominal value of one share of a people's enterprise is determined by the general meeting of shareholders of this enterprise, but cannot be more than 20% of the minimum wage. Employees of the people's enterprise must own a number of shares of the people's enterprise, the nominal value of which must be more than 75% of its authorized capital. The minimum authorized capital must be at least 1,000 times the minimum wage established by federal law on the date of state registration of the people's enterprise.

Dividends on the shares of the people's enterprise shall be paid no more than once a year, but decisions on the payment of dividends cannot be made if: a) at the time of payment of the dividends, the people's enterprise shows signs of insolvency or indication of signs may appear as a result of the payment of dividends; b) the value of its net assets is less than the sum of its authorized capital and reserve fund or will become less than such an amount as a result of the payment of dividends; c) the enterprise has not redeemed from its shareholders the shares of the people's enterprise, the share of which in the total number of shares of the people's enterprise does not correspond to that established by this law.

The average number of employees of a people's enterprise should not be less than 51 people. With a decrease in this number, it is obliged within one year to increase the number of employees or to transform into a commercial organization of a different form.

The governing bodies of the people's enterprise are the general meeting of shareholders, the supervisory board of the people's enterprise and the general director. Control over financial and economic activities, observance of the rights of shareholders, as well as the implementation of the internal labor regulations of the people's enterprise is carried out by the control commission, the decisions of which are binding on the management bodies of the people's enterprise.

6. Production cooperative

Production cooperatives are created and carry out their activities in accordance with the Civil Code of the Russian Federation, Federal Law No. 41-FZ of May 8, 1996 “On Production Cooperatives” and other federal laws.

A production cooperative (artel) is a voluntary association of citizens on the basis of membership for joint production or other economic activities (agricultural or other products, processing, trade), based on their personal labor and other participation and association and its members (participants) of property share contributions.

Features of the creation and implementation of the activities of agricultural production cooperatives are established by the Federal Law of December 8, 1995 No. 198 - FZ "On Agricultural Cooperation", which determines that an agricultural cooperative is an organization created by agricultural producers on the basis of voluntary membership for a joint production or other economic activities based on the pooling of their property share contributions in order to meet the material and other needs of members of the cooperative.

A production cooperative is formed exclusively by decision of its founders. The number of members of the cooperative cannot be less than five people. Members of the cooperative may be citizens of the Russian Federation, Foreign citizens, stateless persons.

A member of a cooperative is obliged to make a share contribution to the property of the cooperative. The share contribution of a cooperative member may be money, securities, other property, including property rights, as well as other objects of civil rights. Land and other natural resources may be a share contribution to the extent that their turnover is allowed by the laws on land and natural resources. The size of the share contribution is established by the charter of the cooperative. By the time of state registration of the cooperative, a member of the cooperative is obliged to pay at least 10% of the share contribution. The rest is paid within a year after state registration. Share contributions form the share fund of the cooperative, which determines the minimum amount of property of the cooperative, guaranteeing the interests of its creditors. The share fund must be fully formed during the first year of the cooperative's activity. The property of the cooperative is formed at the expense of share contributions of members of the cooperative, provided for by its charter, profits from its own activities, loans, property donated by individuals and legal entities, and other sources permitted by law.

The governing bodies of the cooperative are the general meeting of its members, the supervisory board and executive bodies - the board and the chairman of the cooperative. The supreme governing body of the cooperative is the general meeting of its members, which has the right to consider and make decisions on any issue of the formation and activities of the cooperative. The general meeting of members of the cooperative is authorized to make decisions if more than 50% are present at this meeting total number cooperative members. Each member of the cooperative, regardless of the size of its share, has one vote when making decisions by the general meeting. The general meeting of members of the cooperative is held at least once a year, but no later than 3 months after the end of the financial year.

The executive bodies include the board and the chairman of the cooperative.

To control financial and economic activities, the general meeting of members elects an audit commission consisting of at least three people of the cooperative or an auditor, if the number of members of the cooperative is less than 20.

A cooperative may be voluntarily reorganized in the form of a merger, acquisition, division, separation or transformation by decision of the general meeting of members of the cooperative. A cooperative may be liquidated by a decision of the general meeting, by achieving the purpose for which it was created, or in connection with the recognition by the court of invalid state registration due to violations of the law or other legal acts committed during its creation, if these violations are irreparable. In accordance with the established procedure, the cooperative is liquidated as a result of its recognition as insolvent in accordance with the Federal Law "On Insolvency (Bankruptcy)".

State and municipal unitary enterprises

A unitary enterprise is recognized as a commercial organization that is not endowed with the right of ownership to the property assigned to it by the owner, which is indivisible and cannot be distributed among contributions, including among employees of the enterprise.

A unitary enterprise that is in federal ownership based on the right of operational management is a federal state-owned enterprise. It is created by decision of the Government of the Russian Federation. The charter of a state-owned enterprise is approved by the Government of the Russian Federation, which also appoints the head of the enterprise, concluding a contract with him.

In relation to the property assigned to it, a state-owned enterprise exercises, within the limits established by law, in accordance with the goals of its activity, the tasks of the owner and the purpose of the property, the right to own, use and dispose of it.

The constituent document of a unitary enterprise is the charter, which must contain the following information:

the name of the unitary enterprise with an indication of the owner of its property;

its location;

the procedure for managing the activities of a unitary enterprise;

the subject and goals of the enterprise;

the size of the statutory fund, the procedure and sources for its formation;

other information related to the activities of the enterprise.

A unitary enterprise on the right of business may be reorganized or liquidated by decision of the authorized person who created it. government agency or a local self-government body, was liquidated in accordance with the established procedure by a court decision and by a decision of an arbitration court in accordance with the Federal Law “On Insolvency”.

2. Associations of business organizations

Associations of business organizations are not special organizational and legal forms. They can be established in the above organizational and legal forms in accordance with the Civil Code of the Russian Federation and federal laws. Thus, financial and industrial groups are established and operate in accordance with the Federal Law of November 30, 1995 No. 190-FZ “On Financial and Industrial Groups”, which defines that a financial and industrial group is understood as a set of legal entities acting as the main and subsidiaries, either fully or partially combining their material and intangible assets on the basis of an agreement on the creation of a financial and industrial group for the purpose of technological or economic integration for the implementation of investment and other projects and programs aimed at increasing competitiveness and expanding markets for goods and services, increasing production efficiency, and creating new jobs.

Participants of a financial and industrial group may be legal entities that have signed an agreement on its creation, and the central company of the financial and industrial group established by them, or the main and subsidiary forming a financial-industrial group. A financial-industrial group may include commercial and non-commercial organizations, including foreign ones, with the exception of public and religious organizations.

The creation of a financial and industrial group is carried out on the basis of an agreement concluded between the participants, which must contain the following information:

name of the financial and industrial group;

the procedure for establishing the central company of the financial and industrial group as a legal entity in a certain organizational and legal form, authorized to conduct the affairs of the financial and industrial group;

the procedure for making changes to the membership of the financial and industrial group;

the volume, procedure and conditions for the formation of assets;

the purpose of the association of participants;

contract time.

The supreme management body of the financial and industrial group is the board of directors of the financial and industrial group, which includes representatives of all its participants. The competence of the board of directors of the financial-industrial group shall be established by the agreement on the establishment of the financial-industrial group.

In a developed market economy, such an association has been widely developed entrepreneurial organization as a holding company. This is a company or corporation that owns controlling stakes or shares in shares of other companies in order to control and manage their activities. The mechanism of ownership of a controlling stake gives the holding company the right to a decisive vote, thanks to which it gets the opportunity to pursue a unified policy and exercise unified control over the observance of the interests of large corporations, concerns, trusts or accelerate the process of diversification.

The advantage of holding companies is that they fight competition through their consolidation.

There are pure and mixed companies. Pure holding companies are non-trading companies, which, according to their charter, do not have the right to carry out trading operations or other business, owning only capital.

Mixed holding companies, in addition to owning a controlling stake and the right to manage other companies, are actively engaged in trade or business and have on their balance sheets, along with shares of subsidiaries, assets in the form of movable and immovable property.

In the Russian Federation, holding companies and their subsidiaries are created only in the form of open joint-stock companies.

A financial holding company is a holding company in which up to 50% of the capital consists of securities of other issuers and other financial assets. The assets of a financial holding company may include only securities and other financial assets, as well as property necessary directly to ensure the functioning of the holding company's management apparatus.

The financial holding company has no right to interfere in the production and commercial activities of subsidiaries. Representatives can only participate in meetings of shareholders of subsidiaries.

The number of participants in holding companies and their subsidiaries during their creation may also include legal entities and individuals recognized as buyers in accordance with Art. 9 of the Law of the Russian Federation "On the privatization of the Federation", hereinafter referred to as third-party investors. The number of participants in holding companies is unlimited.

simple partnership

Simple partnerships are partnerships formed under a joint activity agreement by two or more persons on the basis of combining their contributions and joint action without forming a legal entity for profit or to achieve another goal that does not contradict the law. A simple partnership is created under an agreement to carry out business activities between the parties, which can only be individual entrepreneurs and (or) commercial organizations. The participants of a simple partnership are the aforementioned partners, whose contribution is recognized as everything that they contribute to the common cause, including money, other property, professional and other knowledge, skills and abilities, as well as business reputation and business connections. The use of common property is carried out by their common consent, and in case of failure to reach an agreement - in the manner established by the court.

The agreement of the partners determines the procedure for covering expenses and losses associated with their joint activities. In the absence of such an agreement, each partner shall bear the costs and losses in proportion to the value of his contribution to the common cause.

The liability of partners in obligations depends on their participation in the activities of a simple partnership. If a simple partnership agreement is connected with the implementation of entrepreneurial activities by its participants, the partners are jointly and severally liable for all common obligations, regardless of the grounds for their occurrence.

If a simple partnership agreement is not related to the implementation of entrepreneurial activity, each partner is liable for general contractual obligations with all his property in proportion to the value of his contribution to the common cause. For common obligations arising not from the contract, the comrades shall be jointly and severally liable. From the moment of termination of the simple partnership agreement, its participants bear joint and several liability for unfulfilled general obligations in relation to third parties. A simple partnership agreement may be concluded by partners with or without a term. An application for a partner's withdrawal from an open-ended simple partnership agreement must be made by him no later than 3 months before the expected withdrawal from the partnership.

Upon termination of a simple partnership agreement, things transferred to the possession and (or) use of the partners shall be returned to the partners who provided them without compensation, unless otherwise provided by agreement of the parties. The property that was in common ownership of the comrades is divided between them by agreement. In case of failure to reach an agreement on the method and conditions of the division common property or allotment of a share in kind from the common property or may receive compensation by payment of an appropriate amount of money or other compensation.

A simple partnership in accordance with civil law is not a legal entity.

Associations (unions) of business organizations

Associations of commercial organizations are created and carry out their activities in accordance with the Civil Code of the Russian Federation, Federal Law No. 7-FZ of January 12, 1996 "On Non-Commercial Organizations", and other federal laws. An association is an association under an agreement between commercial organizations for the purpose of coordinating their business activities, as well as representing and protecting common property interests. Associations of commercial organizations are non-profit organizations, but if, by decision of the participants, the association is entrusted with conducting business activities, such an association is transformed into a business company or partnership in the manner prescribed by the Civil Code of the Russian Federation, or it can create a business company to carry out business activities or participate in such a company.

Voluntary associations may unite public and other non-profit organizations and institutions. Members of the association retain their independence and the rights of a legal entity, can use its services free of charge, and, at their own discretion, leave the association at the end of the financial year.

The association (union) is not liable for the obligations of its members, the latter bear subsidiary liability for the obligations of the association (union) in the amount and in the manner prescribed by the founding documents of the association. A member of an association (union) may be expelled from it by decision of the remaining participants in the cases and in the manner prescribed by the constituent documents. In case of voluntary withdrawal from the association (union) or in case of exclusion, a member of the association bears subsidiary liability for the obligations of the association (union) in proportion to his contribution within 2 years from the date of withdrawal from the association.

The founding documents of an association (union) are the founding agreement signed by its members and the charter approved by them. Constituent documents must contain the following information: the name of the association (union) as a legal entity; its location; the procedure for managing the activities of the association (union); procedure for joint activities to create it; conditions for the transfer of property to the association and participation in its activities; the terms of the composition and competence of the governing bodies of the association and the procedure for their decision-making, including on issues, decisions on which are taken unanimously or by a qualified majority of the members of the association (union); the procedure and conditions for the withdrawal of members from the association;

The supreme governing body of an association (union) is the general meeting of its members. The executive management body may be a collegiate or sole management body.

An association (union) is liquidated on the basis and in the manner provided for by the Civil Code of the Russian Federation, the Federal Law "On Non-Commercial Organizations" and other federal laws.

Intercompany Entrepreneurship

In a developed market economy recent times there is the formation of intra-company entrepreneurship, the essence of which lies in the organization in largest companies small innovative enterprises for approbation of inventions, utility models.

As again shows, intra-company entrepreneurship can develop if the creative workers of the company (individual divisions) are “provided” by the management of the company following conditions, allowing to fully demonstrate their innovative nature of activity:

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