Members of a unitary enterprise are. What is a unitary enterprise

unitary enterprise

Unitary enterprise- a special organizational and legal form of a legal entity. A commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner. The property is indivisible and is not distributed among deposits (shares, shares), incl. between employees of the enterprise. In addition to the information specified in paragraph 2 of Art. 52 of the Civil Code of the Russian Federation, the legal status of state and municipal unitary enterprises is determined by the Civil Code and the law on state and municipal enterprises.

Russian Federation

In the Russian Federation, the main law regulating the activities of unitary enterprises is the Federal Law of November 14, 2002 No. 161-FZ “On State and Municipal Unitary Enterprises”.

Unitary enterprises can be of three types:

1. federal state unitary enterprise- FSUE
2. State unitary enterprise - SUE (subject of the federation)
3. Municipal unitary enterprise - MUP (Municipal entity)

The founding document of a unitary enterprise is the charter.

A unitary enterprise is not entitled to create another unitary enterprise as a legal entity by transferring a part of its property (subsidiary enterprise) to it. This restriction was introduced by Federal Law No. 161-FZ of November 14, 2002, while earlier Russian legislation allowed unitary enterprises based on the right economic management, create subsidiary unitary enterprises. With the adoption of this law, the existing subsidiaries unitary enterprises were subject to joining the enterprises that founded them within six months, that is, until June 3, 2003.

Unitary enterprises are obliged, in cases determined by the owner of the property, to conduct an annual mandatory audit. At the same time, an agreement for a mandatory audit of the reporting of unitary enterprises must be concluded following the results of placing an order by bidding in the form open competition, in the manner prescribed by the Federal Law of July 21, 2005 No. 94-FZ "On placing orders for the supply of goods, performance of work, provision of services for state and municipal needs."

Typically, unitary enterprises are regarded as less transparent than joint-stock companies, since in the latter the law establishes corporate governance procedures. However, the advantage of unitary enterprises is that the property remains in state (municipal) ownership.

Unlike joint-stock companies and other commercial organizations, unitary enterprises are required to disclose information about their purchases on the official websites of the level of their subordination. For federal state unitary enterprises - on the official website of public procurement of the Russian Federation (federal state order), for state unitary enterprises on the regional procurement websites and for municipal unitary enterprises on the official websites of municipalities or, in their absence, on the official procurement websites of the regions.

Since, in accordance with paragraph 2 of Art. 50 and Art. 113 of the Civil Code of the Russian Federation, unitary enterprises are commercial legal entities, their activities are aimed at making a profit in favor of the owner of the property - the state or municipality as well as to cover their own expenses. In addition, of course, the purpose of the activity is not to make a profit, but to satisfy the public interests of the state, to ensure state needs.

At the same time, depending on the method of securing property, two types of unitary enterprises are distinguished (clause 2 of article 113 of the Civil Code of the Russian Federation):

• unitary enterprises based on the right of economic management (Article 114 of the Civil Code of the Russian Federation);
• unitary enterprises based on the right of operational management (state-owned enterprises) (Article 115 of the Civil Code of the Russian Federation).

CIS

In most CIS countries, there are also private unitary enterprises that are not endowed with the right of ownership of the property assigned to them. The property is indivisible and cannot be distributed among deposits, shares, shares, shares and is the common joint property of its members, individuals, one individual or one legal entity. These include peasant (farm) households, individual, family and subsidiaries. In the Russian Federation, they are not recognized as independent organizations, with the exception of subsidiaries, and the heads of such organizations are individual entrepreneurs, which creates property and organizational difficulties for an individual entrepreneur (in fact, an enterprise). For example, there is no right of private ownership of an enterprise as a property complex, since an enterprise involves additional economic relations, which is not the case with individual entrepreneurship, there is no clear regulation on the position of members in an enterprise, the distribution of profits and responsibilities between them, and many other aspects.

Examples

• Federal State Unitary Enterprise Arsenal Design Bureau named after M.V. Frunze »
• Federal State Unitary Enterprise Space Communications
• FSUE "NPP VNIIEM"
• Federal State Unitary Enterprise "SPC Gas Turbine Engineering Salyut"
• Federal State Unitary Enterprise Russian Post
• Federal State Unitary Enterprise "Russian Television and Radio Broadcasting Network"
• FSUE ""
• Federal State Unitary Enterprise "Housing and Communal Administration of the Russian Academy of Sciences"

see also

Notes

Links

• Catalog of official websites of Federal State Unitary Enterprises

Wikimedia Foundation. 2010 .

See what "Unitary Enterprise" is in other dictionaries:

See Unitary Enterprise Glossary of business terms. Akademik.ru. 2001 ... Glossary of business terms

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unitary enterprise- (unitary enterprise) a commercial organization that is not endowed with the right of ownership of the property assigned to it by the owner (state, municipality): it belongs to it on the basis of the right of economic management or operational management. AT… … Economic and Mathematical Dictionary

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UNITARY ENTERPRISE- according to the civil legislation of the Russian Federation, a commercial organization that is not endowed with the right of ownership of the property assigned to it. Property U.p. is indivisible and cannot be distributed among deposits (shares, shares), incl. between workers... Legal Encyclopedia

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1. A unitary enterprise is a commercial organization that is not endowed with the right of ownership of property assigned to it by the owner. Only state and municipal enterprises can be created in the form of unitary enterprises. The property of a unitary enterprise is owned by the Russian Federation, a subject of the Russian Federation or a municipality.

On behalf of the Russian Federation or a constituent entity of the Russian Federation, the rights of the owner of the property of a unitary enterprise are exercised by the bodies state power of the Russian Federation or public authorities of a constituent entity of the Russian Federation within the framework of their competence established by the acts defining the status of these bodies. On behalf of the Russian Federation, the rights of the owner of the property of a federal state enterprise may be exercised by the State Atomic Energy Corporation "Rosatom" in the manner established by the Federal Law "On the State Atomic Energy Corporation "Rosatom". On behalf of the Russian Federation, the rights of the owner of the property of a federal unitary enterprise may be exercised by the federal state state-financed organization"National Research Center" Institute named after N.E. Zhukovsky" in accordance with the Federal Law "On the National Research Center "Institute named after N.E. Zhukovsky". On behalf of the Russian Federation, the rights of the owner of the property of a state unitary enterprise may be exercised by the State Space Corporation "Roskosmos" in the manner established by the Federal Law "On the State Corporation for Space Activities" Roscosmos. "On behalf of the Russian Federation, the rights of the owner of the property of a federal unitary enterprise may be exercised by federal state budgetary institution "National Research Center "Kurchatov Institute" in accordance with the Federal Law "On the National Research Center "Kurchatov Institute".

(see text in previous edition)

On behalf of the municipality, the rights of the owner of the property of a unitary enterprise are exercised by local governments within their competence established by acts defining the status of these bodies.

The property of a unitary enterprise belongs to it on the right of economic management or on the right of operational management, is indivisible and cannot be distributed among contributions (shares, shares), including among employees of a unitary enterprise.

A unitary enterprise is not entitled to create another unitary enterprise as a legal entity by transferring a part of its property (subsidiary enterprise) to it.

A unitary enterprise may, in its own name, acquire and exercise property and personal non-property rights, bear obligations, be a plaintiff and a defendant in court.

A unitary enterprise must have an independent balance sheet.

2. The Russian Federation creates and operates the following types unitary enterprises:

unitary enterprises based on the right of economic management - federal state enterprise and a state enterprise of a constituent entity of the Russian Federation (hereinafter also referred to as a state enterprise), a municipal enterprise;

Unitary enterprises based on the right of operational management are a federal state enterprise, a state enterprise of a constituent entity of the Russian Federation, a municipal state enterprise (hereinafter also referred to as a state enterprise).

3. A unitary enterprise must have a round seal containing its full company name in Russian and an indication of the location of the unitary enterprise. The seal of a unitary enterprise may also contain its trade name in the languages ​​of the peoples of the Russian Federation and (or) a foreign language.

A unitary enterprise has the right to have stamps and letterheads with its own company name, its own logo, as well as a duly registered trademark and other means of individualization.

4. Establishment of unitary enterprises on the basis of amalgamation of property owned by the Russian Federation, subjects of the Russian Federation or municipalities is not allowed.

Among the many organizational and legal forms provided for by Russian legislation, there is also a municipal unitary enterprise.

They can operate both at the federal level and at the regional level - however, most often such enterprises are created precisely by the local self-government of municipalities.

Let's try to figure out what constitutes a municipal unitary enterprise, briefly called MUP.

In contact with

Organizational form

It is easiest to determine the legal status of MUP based on the name of this organizational and legal form. Every word in it is significant:

1. "Municipal" - this means that it is created at the level of local government to meet municipal needs in some kind of product, or, more often, in the performance of any type of work or the provision of services. In the event that the initiator of the creation is the state, state unitary enterprises are created.
2. "Unitary" - the property of the enterprise is integral and is not divided into shares, shares or other shares. Even its employees cannot own part of the property of the MUP.
3. "Enterprise" is a separate entity of economic activity, which is a legal entity that acts in relations with contractors or authorities on its own behalf and has property that it manages.

Property

However, with regard to property, a special reservation must be made: MUP is not its owner. This means that although unitary enterprises and commercial organizations, everything they use is owned by the respective municipality.

Local authorities only assign some material assets to him - but they continue to belong to the municipality itself. That is why MUPs are divided into two types, depending on the right on the basis of what right they use this property:

• on the right of economic management - in fact, this is the civil law status of most conventional CBMs;
• on operational management - the so-called state-owned enterprise. This type of CBM is much less common, because the operational management is not very convenient for doing business.

Operational management implies that any actions related to property require permission from the owner - in this case, the local authority. Unlike a municipal enterprise of the usual type, state-owned enterprises are less focused on making a profit and are much more dependent on budget financing. An example of a state-owned enterprise can be electric transport enterprises (trolleybuses or trams) in many cities.

Disposal of property

MUP has no right to sell, lease or otherwise dispose of property without the consent of the local authority. It also cannot create subsidiaries.

However, they may invest part of their finances in the capital of commercial companies or partnerships, if this is permitted by the Articles of Association and local laws. Income from such deposits is fixed financial statements enterprises.

In addition, the MUP, within certain limits, can dispose of the income received from its activities. In particular, they are used to pay the wages of managers and employees of the company.

On what basis does it work?

The activities of municipal unitary enterprises are regulated by a number of regulations, of which the most important are the following:

1. Civil Code of the Russian Federation. In their art. Art. 113-114 (v. 115, concerning state-owned enterprises, not valid since September 2014) this act gives general characteristics MUP and describes the general "rules of the game" for them.
2. Law No. 161-FZ. It already concretizes the activities of MUP and gives a clearer description of the rules of their work.
3. Law No. 44 FZ. It concerns such type of activity of MUP as purchase of goods or order of services for municipal needs. However, it must be remembered: from January 2018, this law will become mandatory for application in much more cases. In fact, this law will apply to almost all types of procurement carried out by MUP.
4. Law No. 223-FZ. Before the entry into force of certain norms of Law No. 44-FZ, this act applies to most purchases made by municipal unitary enterprises. In particular, until January 2018, MUEs should be guided by it when concluding subcontracts in their field of activity.

The list is not complete: special rules of law apply to certain areas of activity carried out by these organizations. In addition, it should be taken into account that the work of the MUP can also be regulated by acts adopted by local governments: the administration of cities, districts, etc.

How is it created

In order for a municipal enterprise to start operating, the following is required:

1. The relevant local authority issues a resolution on the establishment of the MUP. It is issued in cases where it is required either to maintain property that cannot be privatized by law, or to provide the population with some goods or services at minimum prices. In particular, quite often CBMs are created to serve the work water networks, for landscaping and street cleaning, garbage disposal, etc.
2. The same body approves the Charter of the enterprise. It's the only one founding document MUP. It reflects the purpose for which the enterprise is created, the property transferred to it, the management procedure and other issues related to the activities of the MUE. Important to know: The charter is prepared by the municipal government's property management department or other division.
3. A director is appointed. His powers are determined by the Charter, but the specific appointment is made by the owner - the local government. The municipal body also concludes an employment contract with the director.
4. The transferred property is assessed and its full inventory is made.
5. local administration applies to Rosreestr with an application for registration of MUP.
6. From the moment that local branch Rosreestr makes an entry in the Unified State Register of Legal Entities (register of legal entities), MUP can start work.

What kind of financial and economic activity plan does MUP have, see the following video:

Many common and already familiar abbreviations are not fully understood by everyone. For example, FSUE - what is it? We will devote today's material to the answer to this question.

FSUE - unitary enterprise

FSUE stands for Federal State Unitary Enterprise. Note that this is a somewhat outdated version of the abbreviation. After the adoption of Federal Law No. 161, the abbreviation FGP - Federal State Enterprise - began to be applied. In general, both abbreviations are equivalent.

To understand what it is - FSUE, we need to turn to the definition of a unitary enterprise and its characteristics. UE is a certain organizational and legal form of a commercial institution. Its main difference is that it does not have the right of ownership of the property assigned to it. The latter is owned by the state, in the case of FSUE - at the federal level. This property is indivisible - it cannot be divided into deposits, shares, shares.

Unitary enterprises are divided into three large groups:

• FGP (FGUP).
• State enterprise of the subject of the Russian Federation - region (OGUP), territory (KGUP), republic (RGUP).
• State enterprise of the municipality - MGUP.

It follows that only state or municipal enterprises can be unitary. The corporeal right to their property belongs only to their founder - the state. The organization itself disposes of this property only within the framework of operational management or economic management.

The purpose of the FGP is to solve government problems on a commercial basis.

Legislative regulation

Federal State Unitary Enterprise in Russia is regulated by the following legislative acts:

• Civil Code. In particular, paragraph 2 of article 52 of this act.
• Law on municipal and state enterprises - Federal Law No. 161.
• Federal Law No. 131 "On general principles self-government in the Russian Federation" (in particular, paragraph 3 of article 17 of the said law).

Characteristic features of a unitary enterprise

FSUE in Russia characterizes the following:

• Lack of any membership.
• Indivisibility of property.
• The right to property is assigned only to the founder.
• Property is assigned to a legal entity only on a limited right - in rem.
• The creation of a legal entity here, in fact, is not the union of the property of a number of citizens or organizations, but the allocation of a certain share of the property mass by the founding state.
• The management of FSUE and other unitary enterprises is the sole body.

Creation of UE

The creation of the Federal State Unitary Enterprise and other unitary entities is due to three main reasons:

1. In activities it is necessary to use property, the privatization of which is prohibited.
2. It is required to conduct a somewhat unprofitable production or a subsidized type of activity.
3. As a result of the work of the UE, it is necessary to solve some state social problems - for example, the sale of services and goods for the population at a minimum cost.

When establishing a FSUE, the following is taken as a basis:

• The property allocated by the UE remains in state ownership - the institution has the right only to use it, but not not to dispose of it.
• The corporate name of the UE should transparently indicate the owner of the provided property.
• The charter must clearly spell out the owner of the property allocated to the UE - the state, the municipality.
• FSUE is responsible, like many other organizations, for its obligations only with its personal property. But it is not subject to the obligations of the owner who has provided the institution with its property for use.
• The head of a unitary enterprise is appointed either by the founder or his authorized representative. The management body of the UE is accountable to this person.

Ways to use the property

Only two areas of use of the property provided to the UE are implied:

• Operational management. A unitary institution manages both the provided property and its profits, produced products only with the consent of the founder.
• Economic management. UE can freely dispose of the property given for use, and income, and its products, but subject to the restrictions imposed by law.

The main types of unitary enterprises

There are two main forms of unitary enterprises. It:

• Functioning on the right of management - state and municipal.
• Functioning on the right of operational management - state-owned.

We present their features in the form of a table.

MGUP, OGUP, FSUE are the only commercial organizations whose civic obligations and rights are directly related to the activities prescribed in their charter.

Activities of a unitary enterprise

Let's talk a little about the features of the activities of the Federal State Unitary Enterprise and other unitary institutions:

• UE does not have the right to act as a founder itself, to create subsidiaries.
• It is authorized to dispose of an active share of its fixed assets: to sell its own raw materials, equipment, vehicles, inventory and other material assets.
• The sale of real estate for a unitary enterprise is prohibited.
• Transactions with property valued at more than 150 million rubles are agreed with the supervisory authority - federal agency for state property management.
• The sale of federal real estate assigned to the Federal State Unitary Enterprise (operating within the framework of economic management) is carried out only at an auction. Funds from the sale must be received by the state treasury no later than 25 days from the date of sale.

Specific examples of FSUE

Consider the well-known FGP:

• FSUE Russian Post.
• "Space connection".
• "Russian Broadcasting and Television Network".
• Film association "Mosfilm"
• "Design Bureau "Arsenal"".
• "Central Research Institute of Mechanical Engineering".
• "Housing and Communal Administration of the Russian Academy of Sciences".
• "Communication-Security".
• FGUP "Protection" of the Ministry of Internal Affairs of Russia.

Examples of municipal - urban unitary institutions (GUP) in Moscow are given below. It:

• "NIIMostroy".
• "Moscow subway".
• "Mosgostrans".

Unitary enterprise - a special form commercial organization. The legal protection of FSUE and other unitary enterprises is provided for by the current legislation of the Russian Federation.

A unitary enterprise is a commercial organization not endowed with the right of ownership of property assigned to it by the owner of this property.

The essence of a unitary enterprise

Unitarity is a specific form of organization of activity.

Unitarity is characterized by:

Creation of a legal entity by allocating a certain property mass by the owner, and not by combining the property of several persons;

Retention of ownership of the property by the founder;

Assignment of property to a legal entity on a limited property right (economic management or operational management);

Indivisibility of property;

Lack of membership;

sole governing bodies.

The main reasons for the creation of unitary enterprises include:

The need to use property, the privatization of which is prohibited;

Carrying out activities to solve social problems, including the sale of certain goods and services at minimum prices and the organization of procurement and commodity interventions for essential goods;

Ensuring certain subsidized activities and conducting unprofitable industries.

The purpose of the activity of unitary enterprises is the solution of state problems on a commercial basis.

Rules Art. 113-115, 294-297 of the Civil Code of the Russian Federation regulate only the legal status of enterprises and do not affect the rights and obligations of employees, as is the case with participants and members of economic partnerships and societies, production cooperatives. The rights and obligations of employees are determined primarily by labor law. If a unitary enterprise, with the consent of the owner, has made a contribution to the economic society, then the profit received cannot be distributed among the employees of the enterprise, it becomes the property of this enterprise as a whole.

The property allocated to a unitary enterprise during its creation is in state or municipal ownership and belongs to it on the basis of the right of economic management or operational management. The firm name of a unitary enterprise must contain an indication of the owner of its property. The charter should clearly indicate to whom (the Russian Federation, which particular subject of the Russian Federation or local government) owns the property of a unitary enterprise on the basis of ownership. A unitary enterprise is liable for its obligations with all its property and is not liable for the obligations of the owner of its property. The body of a unitary enterprise is the head, who is appointed by the owner or a body authorized by the owner and is accountable to him.

Unitary enterprises can be of three types:

Federal State Unitary Enterprise - FSUE

State unitary enterprise - SUE (subject of the federation)

Municipal unitary enterprise - MUP (Municipal entity)

State enterprise- a kind of commercial organization, since they are created for production and economic activities (creation of material values, provision of economic services, etc.).

Characteristic features of the administrative and legal status of state enterprises can be found on the example of state unitary enterprises. Due to the absence of a federal law on them, they are currently given mainly civil law characteristics as legal entities a special kind. But even civil legislation contains a number of provisions that are directly related to the administrative and legal characteristics of unitary enterprises.

Firstly, an enterprise is recognized as a unitary enterprise, to which certain property is assigned by its owner, i.e. state. Such an enterprise can only be created as a state enterprise (if the possibility of creating unitary municipal enterprises is not taken into account).

Secondly, a unitary enterprise is created by decision of the authorized state body, which also approves the constituent document of the enterprise - its charter. The appropriate executive authority is implied. Thus, the Ministry of Railways of the Russian Federation creates, reorganizes and liquidates federal railway transport enterprises, approves their charters, etc.

Thirdly, the body of a unitary enterprise is the head appointed by the owner or a body authorized by him. The head of the enterprise is accountable both to the owner and to the specified body.

Fourthly, the head of a state unitary enterprise is endowed with a certain amount of powers of a legally authoritative nature, which are implemented within the framework of the enterprise.

Fifth, a unitary enterprise is subject to state registration with the justice authorities.

It should be added to this that it is the executive authorities that exercise control and supervision over the activities of unitary enterprises, apply various kinds of administrative and coercive means of influence in relation to them, license their activities in established cases, have the right to place on them certain types of state orders for the supply of products (for example, a state defense order).

It is provided that the legal status of state enterprises and institutions is regulated by a special federal law. However, so far this legal act many issues of their organization and activities are resolved by presidential decrees and government decrees.

33Municipal enterprise.

State and municipal enterprises operating under the right of economic management constitute a significant part of unitary enterprises.

municipal enterprise - 1,000 minimum wages (Article 12 of the Law on Unitary Enterprises).

State and municipal enterprises can be created to carry out scientific and scientific and technical activities, develop and manufacture products that are in the sphere of the national interests of the state and ensure national security, and produce products that are withdrawn from circulation and have limited circulation.

A municipal enterprise manages movable property belonging to it on the right of economic management independently, and immovable property - with the consent of the owner of the property.

Owner of a state and municipal enterprise:

Makes a decision to establish an enterprise;

Determines the goals and subject (types) of its activities;

Gives consent to the participation of the enterprise in associations and other associations of commercial organizations;

Determines the procedure for approving the indicators of plans (programs) of the financial and economic activities of the enterprise;

Approves the charter of the enterprise;

Takes a decision on the reorganization and liquidation of the enterprise, appoints a liquidation commission and approves the liquidation balance sheets of the enterprise;

Forms the authorized capital of the enterprise;

Appoints the head of the enterprise and concludes an employment contract with him;

Gives consent to the appointment of the chief accountant, approves the financial statements of the enterprise;

Approves the indicators of economic efficiency of the enterprise and controls their implementation;

Gives consent to the creation of branches and representative offices;

Gives consent to the participation of the enterprise in other organizations;

Decides to conduct audits and resolves many other issues of the enterprise.