Legal Forms associations in the field of entrepreneurship (holdings, associations (unions), simple partnerships and others)

Business entities in order to coordinate their activities, to represent and protect common property and other interests, as well as for other purposes, may create various associations.

So, from the point of view of the organizational and legal forms of associations that are recognized in the Russian Federation, it is necessary to single out:

• - associations (unions) of legal entities;
• - non-commercial partnerships;
• - holdings;
• - associations on the basis of a simple partnership agreement.

Such associations may acquire the status legal entity or not be legal entities.

In accordance with the Civil Code of the Russian Federation and the Federal Law of January 12, 1996 No. 7-FZ "On Non-Commercial Organizations" as legal entities - non-profit organizations Associations (unions) of legal entities or non-commercial partnerships may be created.

Associations (unions) - associations of legal entities and (or) citizens, based on a voluntary or in cases established by law on compulsory membership and created to represent and protect the common. Including professional, interests, to achieve socially useful, as well as other goals that do not contradict the law and are of a non-commercial nature (Article 121 of the Civil Code of the Russian Federation).

In the organizational and legal form of associations (unions), in particular, associations of legal entities and (or) citizens are created with the aim of coordinating their entrepreneurial activity. Representation and protection of common property interests, professional associations of citizens that do not aim to protect the labor rights and interests of their members, professional associations of citizens, regardless of the presence or absence of labor relations with employers (associations of lawyers, notaries, appraisers, people of creative professions and others), associations of self-regulatory organizations.

The subjects that have joined such an association do not lose their legal personality, and moreover, they retain their independence and freedom in choosing and changing their organizational form.

The association itself becomes a new independent legal entity with all the necessary attributes: balance sheet, bank account, press, governing bodies, separate property.

A non-profit partnership is "a non-profit organization whose members retain rights to its property, created to assist all members in the conduct of public benefit activities."

A non-profit partnership is the owner of the property transferred to it and is not liable for the obligations of its members, and the latter are not liable for the obligations of the partnership. Its supreme governing body is general meeting members.

Non-profit partnerships are formed on a membership basis, with partnership members having some proprietary rights in relation to the partnership. In particular, in cases of withdrawal, exclusion from the partnership or its liquidation, the participant has the right to demand the issuance of part of the property that was previously transferred by the members to the ownership non-profit partnership(unless otherwise provided by its charter).

In Russia, associations of corporations in the form of holdings have become widespread. At the same time, a new legal entity is not formed, and the above-mentioned associations are recognized by the current legislation as a set of legal entities.

Joint entrepreneurial activity may also be carried out on the basis of a simple partnership (commercial partnership) agreement, as well as an investment partnership.

According to Art. 1041 of the Civil Code of the Russian Federation, under a simple partnership agreement, two or more persons (partners) undertake to combine their contributions and act jointly without forming a legal entity to make a profit or achieve another common goal that does not contradict the law.

The simple partnership agreement is multilateral and consensual. The conclusion of this agreement does not lead to the creation of a legal entity.

The subject of a simple partnership agreement is the joint conduct of activities aimed at achieving a common goal for all participants.

If a simple partnership agreement is concluded for the purpose of carrying out entrepreneurial activities, then only commercial organizations, individual entrepreneurs and non-commercial organizations, the constituent documents of which provide for the possibility of carrying out entrepreneurial activities that do not contradict the goals of their creation.

An essential condition of a simple partnership agreement is the condition on the contributions of partners to the common cause. Such a contribution may consist not only of certain property, but also, upon agreement of comrades, of professional and other knowledge, skills, abilities, business reputation and business connections. The monetary value of such contributions is made by agreement of the comrades. Unless otherwise provided by the agreement, the contributions of partners are recognized as equal.

In modern conditions, the role of not only large enterprises, but also large industrial and economic complexes, including enterprises related by production and technological features, is increasing. Such industrial and economic complexes are economic systems, including enterprises and organizations headed by a single center. They were created in the Soviet Union in the form of industrial associations, and during the transition to market economy began to be created in the form of holdings and financial and industrial groups, combining organizational and production economic activity. In other words, we are talking about a combination of private and public law principles in the activities of production and economic complexes, creating favorable conditions for solving not only economic, but also scientific and technical problems, i.e. for the development of an innovative economy.

However, such a combination does not fit into the framework of civil legislation as private law legislation, and therefore industrial and economic complexes are not mentioned in the Civil Code, the design of this Code does not allow it to cover the regulation of industrial and economic complexes as economic systems based on a combination of private and public -legal principles.

It should be noted that in the legal doctrine, groupings of enterprises are often denoted by the term "associations". This term does not raise fundamental objections. However, in our opinion, it is less successful than the terms "industrial and economic complex" and "economic system", since it does not characterize a group of enterprises as a subject operating in the production and economic sphere. In addition, according to part 1 of Art. 121 of the Civil Code of the Russian Federation, associations (associations and unions) of commercial organizations can only be created as non-profit organizations in order to coordinate business activities, but not for its implementation. Meanwhile, in production and economic complexes (economic systems) the functions of organization (coordination) and implementation of production and economic activities are combined.

Under such conditions importance have attempts to legally regulate the organization and activities of certain types of production and economic complexes, really existing large economic systems. In Art. 71 of the Constitution of the Russian Federation refers to federal energy systems. One of them is the gas supply system, the regulation of which is carried out by the Federal Law of March 31, 1999 No. 69-FZ “On gas supply in Russian Federation". According to Art. 5 of this Law, the federal gas supply system includes the unified gas supply system operating on the territory of the country, regional gas supply systems, gas distribution systems and independent organizations. In other words, it is quite reasonably considered as a set of economic entities, i.e. as an industrial and economic complex. But in Art. 6 Law one system gas supply is interpreted as a property and production complex, including only production and other facilities, and the economic entities to which these facilities belong are outside this complex. This approach contradicts the above definition of the gas supply system, distorts the concept of this system as an industrial and economic complex, which includes business entities along with their property.

In order to improve the financing of industrial enterprises at the end of the last century, industrial and economic complexes began to be created in our country, which included not only manufacturing enterprises, but also credit organizations, which were called financial and industrial groups. Their legal status was determined by the Federal Law of November 30, 1995 No. 190-FZ “On Financial and Industrial Groups”. This Law determined in detail the legal organization of financial and industrial groups, their structure, possible models of their management, forms of their state support, resolved other issues related to the creation and operation of these industrial and economic complexes.

However, in 2007 the Law on Financial Industrial Groups was abruptly repealed, which limited the possibilities for creating efficient financial industrial complexes. The unfavorable consequences of the abolition of this Law became apparent already in 2008, when banks, in the conditions of the economic crisis, began to use budget resources issued to support enterprises in the real sector. For the purpose of self-enrichment through financial speculation and the payment of huge bonuses to executives, while within the financial-industrial groups they would take more care of financing the enterprises that belong to such a group with them. Of course, it would be wrong to assume that the creation of industrial and economic complexes with the participation of credit institutions became impossible after the abolition of the Law on financial and industrial groups, they can now be created in the form of bank holdings (Article 4 of the Federal Law “On Banks and banking"). However, before its abolition, they could be created not only according to the holding model, but also with the central company as a backbone organization, and in the case of using the holding model, there were no current restrictions on the ability to act as a holding company for a credit institution, the measures of state support provided by law for financial and financial support were in force. industrial groups.

As for holdings, which are now the most common legal form of industrial and economic complexes, there has not yet been published common law about these business entities. The legislation contains only scattered rules on certain types of holdings. True, there is an Interim Regulation on holding companies created during the transformation state enterprises into joint-stock companies, approved by Decree of the President of the Russian Federation of November 16, 1992 No. 1392 “On measures to implement industrial policy during the privatization of state-owned enterprises”. But this regulation applies only to holdings created in the process of privatization, headed by parent enterprises (holding companies), more than 25% of whose assets are owned by the state. In addition, in the specified Temporary Regulations, the status of holdings is not determined directly, but through the rights and obligations of the holding companies that head them, which makes it impossible to establish the structure and relationships of the links of these production and economic complexes as integral economic entities, to resolve other issues of their legal organization. In order to clearly regulate the legal status of holdings and other industrial and economic complexes, it would be necessary to issue a general regulatory act on all such economic systems - a law on industrial and economic complexes or another similar regulatory act that would apply to all economic entities of this type. What would be, in particular, important for the implementation of the economic concentration required in the real sector in the transition to an innovative economy.

Both at enterprises and in production and economic complexes, relations arise not only in the implementation, but also in the organization of economic activity. At corporate enterprises, the situation is complicated by the fact that within such economic entities, along with intra-production relations between shops, industries and farms, between these divisions and the enterprise as a whole, intra-corporate relations develop between the enterprise and its participants, as well as between the participants of the enterprise.

Participants in relations developing within an economic entity may be an enterprise as a whole and its divisions, the legal status of which is determined by the enterprises themselves, except for separate divisions (branches, representative offices), the legal status of which is established by law.

In economic systems (industrial and economic complexes), economic activity is organized by the center of the system, which can be created as an enterprise, but inside the system it acts as its management body. For example, a holding company is headed by a holding company, which is usually created as a corporate enterprise (joint stock company), but inside the holding it acts as a management body of the production and economic complex.

A clear legal organization of all these relations, a rational legal regulation implementation and organization of production and economic activities within enterprises and industrial and economic complexes largely determines the success of business entities.

Business associations are a special subject of entrepreneurial activity. Most often they arise as a result of forced takeovers, the creation of "participation systems" or as a result of contractual combinations.

The goals of the association are the desire to coordinate economic activities, the consolidation of business, attracting additional financial resources, strengthening influence on the commodity market .

When an economic entity is created, the dominant position of both the established organization itself and its founders may arise or increase. And this can also be the goal of the business association process. In such a situation, it is necessary to very clearly distinguish between the positive effect of such a combination and the results that fall under the effect of restricting competition and monopolizing the market.

Associations of legal entities have not yet received a clear name. In our opinion, in modern conditions, the optimal term is the concept of an entrepreneurial association, proposed by I.S. Shitkina. An entrepreneurial association should be understood as a stable form of integration, the participants of which, while remaining formally independent entities, carry out coordinated entrepreneurial activities in the interests of the association as a whole.

The Civil Code of the Russian Federation names the following possible types of associations: associations (unions) (Article 121), public organizations (Article 117). The legislator reveals these types of associations through the generic concept of "association", specifying the specific features that characterize each form.

In accordance with Art. 121 of the Civil Code, an association (union) is an association of legal entities and (or) citizens, based on voluntary or, in cases established by law, on mandatory membership and created to represent and protect common, including professional, interests, to achieve socially useful, as well as other not contrary to the law and having a non-commercial purpose. Subsidiary liability of members of the association for its obligations may be provided for by law or the charter.

The status of public and religious associations in its essence is opposite to the goals and objectives of business associations.

Holding companies meet all the signs of an entrepreneurial association. A holding is a business association with a so-called partial legal capacity. Commercial organizations included in the holding do not lose their legal independence, and the holding company as a set of organizations does not acquire the status of a legal entity.

The actions of the participants in the holding company are determined by the will of the main (predominant) participant, and this is not indifferent to the shareholders (participants) of business companies and partnerships included in the holding, government agencies, contractors and others. In the presence of legal independence of the organizations included in the structure of the holding, they are actually interconnected through the "system of participation", the existence of contractual obligations, the personal composition of their management bodies. The main principles of interaction between the participants of the holding company are the relations of power and subordination, as well as the principle of subordination or coordination of the subjects of the holding, depending on the level of integration (vertical or horizontal).

The concept of a holding company is contained in the outdated Provisional Regulation on holding companies created during the transformation of state-owned enterprises into joint-stock companies (approved by Decree of the President of the Russian Federation of November 16, 1992 No. 1392 “On measures to implement industrial policy during the privatization of state-owned enterprises” // Collection of acts of the President and Government of the Russian Federation. 1992. No. 21. Art. 1731). In practice, the term "holding" is used in several meanings. In a narrow sense, it is identified with mainstream society. Subsidiary (dependent) companies are not included in it. The broad meaning of this term is different - a holding is a combination of the main and subsidiaries.

The concept of a subsidiary company is introduced by Art. 105 GK. A company is recognized as a subsidiary, if another (main) business company or partnership, due to the predominant participation in its authorized capital, or in accordance with the agreement concluded between them, or otherwise has the ability to determine the decisions taken by such a company.

A subsidiary company is not liable for the debts of the main economic company (partnership). The main economic company (partnership), which has the right to give instructions to the subsidiary that are obligatory for it, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions. In case of insolvency (bankruptcy) of a subsidiary due to the fault of the main economic company (partnership), the latter bears subsidiary liability for its debts in case of insufficiency of the property of the subsidiary. Participants in a subsidiary company have the right to demand compensation from the parent company (partnership) for losses caused through its fault to the subsidiary company.

In the first half of the 90s. 20th century in Russia, a specific organizational and legal form of association of legal entities appeared - a financial and industrial group. This is a set of legal entities acting as a parent and subsidiary companies or who have fully or partially combined their tangible and intangible assets (participation system) 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, creating new jobs (Article 2 of the Federal Law of November 30, 1995 No. 190-FZ “On financial and industrial groups” // SZ RF. 1995. No. 49. Art. 4697). However, at present given form lost its relevance due to the repeal of the law.

The Civil Code also provides for the possibility of forming business associations based on a simple partnership agreement. The parties to this treaty pursue common goals and general rule do not act in relation to each other in the role of debtors and creditors. G.F. Shershenevich noted that an essential feature of a simple partnership agreement, unlike other agreements in which the interests of counterparties are opposite, is that in a simple partnership these interests are identical.

The participants in a simple partnership agreement do not create a new subject of law and therefore are liable for common debts with all their property.

An essential condition provided for by law and necessary for a simple partnership agreement is a condition that determines the obligations of the parties to the agreement for the maintenance of common property and the procedure for reimbursement of expenses associated with the fulfillment of these obligations.

Contributions and other common property of participants in a simple partnership constitute the object of their common shared ownership. But it would be wrong to reduce the role of this agreement to the creation of common property relations, since the organization of the joint activity itself is required, and shared ownership is only the necessary property base for such activity.

The contribution of a party to the agreement is recognized as everything that he contributes to the common cause, including money, other property (securities, goods, real estate, the right to use, objects of intellectual property, etc.), professional and other knowledge, skills and skills, as well business reputation and business connections. At the same time, the contributions of the participants do not have to be equal, although they are assumed to be equal in the absence of a special agreement between them. The size of the shares subsequently determines the amount of participation in profit and loss.

The issue of distribution of profits received from joint activities in the Civil Code is resolved by establishing shares proportional to the contributions of the participants. However, the agreement may provide for a different criterion for the distribution of profits.

Important is the rule on the repayment of losses incurred in the course of joint activities. In the absence of a special agreement on this issue, the amount of liability is established in proportion to the contributions of the parties to the agreement in joint activities. Important and protecting the interests of third parties is provided for in Part 2 of Art. 1046 of the Civil Code, a rule that does not allow the release of a participant in a simple partnership from participation in covering general expenses and losses. An agreement on the elimination of any of the participants from participation in profits is also void (Article 1048 of the Civil Code).

The advantages of holding companies and other business associations are associated with the creation of a new type of relationship, including the rejection of competition in sales, the sharing of strategic information with a partner and trade secrets, provision of financial and technical assistance, distribution of commercial risks. The investment potential of the association members is increasing. The conditions for carrying out progressive structural changes in the organization of production and business management as a whole are improving.

The association of commercial organizations is a form of integration, the participants of which carry out coordinated entrepreneurial activities.

Classification can be carried out according to a number of criteria. According to organizational and legal forms, there are: associations and non-profit partnerships, holdings, financial and industrial groups, associations of entrepreneurs based on a simple partnership agreement.

According to the economic content, there are: concerns, conglomerates, consortiums, cartels, syndicates, pools, etc.

Concern- a way of organizing interaction by centralizing production, scientific, technical, foreign economic functions, financial and investment activities, as well as service and commercial services.

Conglomerate- a set of diversified organizations that do not have any common production bases, but united by organizational or financial ties.

Consortium- a temporary contractual association of business entities that retain legal independence, created for the purpose of implementing large projects.

Cartel- a contractual form of association, the participants of which, while maintaining the status of a legal entity, financial, industrial and commercial independence, determine a common marketing policy and pricing in order to increase their influence on commodity markets.

Syndicate- an association of a cartel type, whose members sell their goods through a single trading office, which can also purchase raw materials for members of the syndicate.

Pool- a contractual form of association, the participants of which do not lose legal independence, created to consolidate funds and minimize risks in order to distribute the income received from joint activities.

According to the method of organization, associations of vertical and horizontal types are distinguished.

According to the criterion of legal personality, there are holdings, financial and industrial groups that have partial (incomplete) legal personality or its individual elements, since in certain cases they become subjects of social relations regulated by the law.

Association (union)- a non-profit organization, which is a contractual association of commercial organizations, created in order to coordinate their activities and protect common property interests.

Non-profit partnership is a membership-based non-profit organization established to assist its members in the pursuit of public good goals.

Holding- a combination of the main (parent) company (partnership) and subsidiaries engaged in coordinated activities and interconnected by relations of economic dependence and control, allowing the main (parent) company (partnership) to determine the conditions for conducting activities by subsidiaries.

Financial and Industrial Group (FIG)- a form of association of legal entities for the purpose of technological and economic integration.

Types of FIGs: 1) a set of legal entities included in the group, acting as the main and subsidiaries; 2) a set of legal entities that have combined, in whole or in part, their tangible and intangible assets on the basis of an agreement on the creation of FIGs.

As business association can be considered not possessing the status of jur. persons - a set of economically interconnected entities jointly participating in the implementation of entrepreneurial activities. At the same time, an association can be created both on a voluntary basis, and as a result of the control of one participant over others.

The concepts of "entrepreneurial association" and "association of entrepreneurs" are different in their meaning. An association of entrepreneurs may be formed both to engage in entrepreneurship and to carry out other activities not related to making a profit. Currently, these associations include Russian union industrialists and entrepreneurs.

An association of entrepreneurs is formed only by commercial organizations and individual entrepreneurs, and non-profit organizations can also be part of an entrepreneurial association.

Modern business associations can be classified on several grounds.

by way of organization:

Vertical type associations (holdings, financial and industrial groups);

Associations of the horizontal type (consortia, cartels, pools, simple partnerships).

according to the composition of the participants:

Associations whose members are only legal entities. persons (holdings, associations, unions);

Associations, the participants of which can be both jur. individuals and individual entrepreneurs (non-profit partnerships, simple partnerships).

The most widespread in Russia are such types of business associations as financial and industrial groups and holdings. They are considered more as economic than legal phenomena and are analyzed from the standpoint of the current general and special civil legislation.

For the purpose of coordinating their entrepreneurial activities, as well as representing and protecting common property interests, commercial organizations may, by agreement among themselves, create associations in the form of associations and unions. At the same time, it should be borne in mind that an association is an association of persons of the same kind of activity, and a union is an association for any joint purposes. They can be created either only by commercial or only by non-commercial legal entities. persons.

One of the most demanded types of non-profit organizations in entrepreneurial activity today is a non-profit partnership. In this form, bar associations, commodity and stock exchanges are created. The peculiarity of a non-profit partnership is that its participants have the opportunity to receive part of the property upon exit from it or upon liquidation. The partnership is created to assist its members in the implementation of goals aimed at achieving public benefits.

In the real economy, along with entrepreneurial firms that are legal entities, as well as entrepreneurs without a legal entity and foreign companies in Russia, associations of entrepreneurial business entities (entrepreneurial associations) act as special business entities. These associations are not specific organizational and legal forms of Russian entrepreneurship, although they are a special way of organizing entrepreneurial activity.

In countries with a market-oriented economy, there is a huge variety of associations in the field of entrepreneurial activity. Organizational and legal forms of entrepreneurship differ among themselves in accordance with the defining features. I would like to list some of these signs:

1) property features;

2) functional features;

3) managerial signs;

4) legal signs.

one). Differentiation of organizational and legal forms

entrepreneurship on property grounds due to

The unequal nature of the formation of property of various business entities and, accordingly, the volume of their rights to this property; the main question is whether this business entity is the owner of the property, or whether this property is under the right of economic management or operational management;

The boundaries of property liability of business entities for their obligations; the main thing here is the question of whether the business entity under consideration is liable for its obligations with all its property and only with this property, whether the property of its founders (participants) is involved in fulfilling the obligations of the company along with the property of the company itself;

Differences in the internal property relations of business entities, primarily in the nature of the attitude towards the property of a business entity on the part of its founders (participants), the scope of the rights of founders (participants) to dispose of the property of a business entity or its shares

2). Delimitation by functional features based on content differentiation entrepreneurial functions carried out by a business entity.

Entrepreneurial functions are, recall, a kind of business functions, the content of which we studied in the first section of our textbook. Entrepreneurial functions performed by organizational and legal forms of entrepreneurship are understood as obligations assumed by an entrepreneurial business entity to initiate a certain set of actions in relation to other business entities in order to satisfy their business interests.

3) These features are also important for distinguishing the organizational and legal forms of entrepreneurship on managerial grounds. The discrepancy between the content of entrepreneurial functions of different business entities leads to the fact that the management of their business activities is built differently. For example, in the funds, the role of boards of trustees, in institutions and in unitary enterprises the most important are the founders (founder), in business partnerships and companies - the general directorate or board, in production cooperatives- general meeting of participants. Below we will take a closer look at the managerial features of various organizational and legal forms of entrepreneurship.

4) The differentiation of organizational and legal forms of entrepreneurship on legal grounds is based on the fact that each of the subjects of entrepreneurial business must be endowed with a common and different legal capacity, which would allow him to successfully solve statutory tasks.

In this regard, there are many different classifications and names of business associations. But I see the main division according to the form of association into commercial and non-profit organizations. The purpose of this work is to study the union business organizations on the basis of this classification.

I have the following tasks:

Consider the classification of integrated forms of business organization;

Definition and identification of the main features of the organizational and legal forms of the functioning of enterprises;

Reveal the main features various kinds united business organizations.

To write the work, such sources as regulatory legal acts (Civil Code and federal laws) regulating entrepreneurial activity were used; teaching aids, the main of which were the works of Zhilinsky S.E., Belyaeva O.A., Smagina N.A. and others. I also analyzed some articles from journals and used information from

electronic sources.

1. Entrepreneurial associations in the form of commercial organizations

In world practice, a holding or a holding company is traditionally understood as a special type of company that is created to own controlling stakes in other companies in order to control and manage their activities. UK law understands a holding company as a company that has economic power over another company and exercises control over it. Under German law, the holding company is treated as the dominant enterprise of the group; the latter, in turn, is an association of independent enterprises connected through a system of participation, agreements on financing, production and technological cooperation.

In the business practice of many countries, the term "holding" is often used to refer not only to the parent, but to the entire set of companies that have holding ties. In the doctrine and law enforcement practice of Ireland, for example, a holding is understood as an association that includes a holding (main) company and companies under its control.

In Russia, a holding is a combination of a parent (holding) company and subsidiaries controlled by it.

A holding company is an enterprise, regardless of its organizational and legal form, whose assets include controlling stakes in other enterprises. The parent company can perform not only managerial, but also production functions. A subsidiary is a business company whose actions are determined by another (main) business company or partnership, either by virtue of the predominant participation in the authorized capital, or in accordance with an agreement concluded between them, or otherwise (clause 1 of article 105 of the Civil Code; clause 2 Article 6 of the Law on Joint Stock Companies, Clause 2 of Article 6 of the Law on Limited Liability Companies).

Holdings are formed for a specific purpose. This is, as a rule, the conquest of new market sectors and / or cost reduction. Both of these factors increase the value of the company, its capitalization, and to achieve this goal, the effective operation of the entire system, and not just the management company, is necessary. It should be noted that the value of the holding's shares also grows only when effective work the entire system (all its parts - the management company and subsidiaries).

There are several ways to combine commercial organizations into holding companies:

1) Holding companies can be created by successively joining or obtaining control over companies that are united by one type of business (engineering, food industry, agricultural, etc.). This is the so-called "horizontal integration". The main goal of such holdings is to conquer new market sectors.
2) The second way to form holding companies is to combine enterprises of a single technological cycle (from raw materials to finished products). This is the so-called "vertical integration". The main goal of such an association is to reduce total costs, achieving price stability, increasing the value of the company. An example is the combination of a power plant and a coal mine in Primorsky Krai. From the Primorskaya GRES and the Luchegorsky open pit, the LuTEK company was formed, the controlling stake of which went to RAO UES of Russia. The goals of this experiment were quite definite - to reduce the cost of electricity (and this is a serious problem in the Primorsky Territory) and to fairly distribute the money between power engineers and coal miners. Thanks to this merger, production increased by 6%, the cost of coal decreased by 3%, electricity by 17%, and profit increased by 59%.
3) Holding companies can also be created by successive creation of enterprises and their subsequent joining the group. This is exactly how the "steel king" Andrew Carnegie acted almost 130 years ago. In his autobiography, he writes that only after the enterprise he created proved to be effective, he included him (in one way or another) in his group.
Such a policy allowed him to avoid large losses in case of inefficient work or bankruptcy of a new enterprise.
4) In practice, there are examples of combining not only individual commercial organizations, but also holding companies. For example, the merger of a well-known steel concern in Germany and a similar one in the Netherlands was implemented as follows. Their owners: KN Hoogovens NV and Hoesch AG created on a parity basis (50% x 50%) management company Estel NV, to which 100% of the shares of the concerns were transferred as their contributions.
5) Transnational and national companies are united according to similar schemes. So, for example, when the largest Belgian and Indian beer concerns were merged, the following scheme was implemented. Having established on a parity basis the management company SUN-Interbrew (based on Sun-Brewing), each received a 34% stake. As a contribution to authorized capital the Belgians transferred shares in the Rossar and Desna factories, the Stella Artois beer brand plus $40 million. Indians - shares of factories and sales network. In addition, 32% of the shares of the new company will be sold by public subscription.
6) A significant number of holding companies were also formed by "dividing" large companies during their restructuring. This method was typical for many Russian enterprises at the beginning of the 90s during the transition to self-sufficiency. The transformation led to the creation of a large number of subsidiaries ( former productions) with 100% participation of the parent company.

I consider it necessary to mention the management of the holding. In accordance with the law, the holding, like any joint-stock company, is managed through meetings of shareholders, boards of directors, executive directorate (Article 103 of the Civil Code of the Russian Federation). However, for holding structures, the main shareholders are clearly defined and it is they who manage (through the management apparatus) the entire group. There are features of the implementation and division into parts of the group of the volume of control procedures. At the highest level of the holding (as well as at all levels of complex holdings), the scope of management functions can vary significantly depending on the legal possibilities and preferences of the owners of each level.

To date, domestic legislation remains open question about legal status holding. For a long time, work has been underway on the draft Federal Law "On Holdings". But the current legislation does not yet define the concept of "holding". Therefore, we can say that holding is more of an economic than a legal concept.

Holding companies are subject to special rules executive production. Thus, the shares of subsidiaries, which are the assets of the main company, relate to property, the collection of which in the course of enforcement proceedings is third, because these blocks of shares directly affect production activity company, because all subsidiaries are vertically integrated into a single economic system. This approach confirms the thesis about the partial legal personality of the holding

Despite the fact that the Law on Holdings has not yet been adopted and there is no universal definition of the concept of "holding", some legislative norms recognize the independent participation of a holding as a subject in certain legal relations. In particular, the Law on Protection of Competition names a group of persons as one of the varieties of an economic entity in the commodity market. Article 20 of the Tax Code of the Russian Federation refers to interdependent persons in cases where one organization directly or indirectly participates in the authorized capital of another legal entity and the total share of this participation is more than 20%. Federal Law of February 25, 1999 N 39-FZ "On investment activities in the Russian Federation, carried out in the form of capital investments" in Art. 4 provides that investors can be associations of legal entities created on the basis of a joint activity agreement and not having the status of a legal entity. Finally, the Law on Banks and Banking Activity allows the formation of bank holdings and banking groups.

According to Russian law, FIGs are “a set of legal entities acting as parent and subsidiary companies, either fully or partially combining their tangible and intangible assets (participation system) on the basis of an agreement on the creation of FIGs 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, creating new jobs” (Federal Law “On Financial and Industrial Groups” dated November 30, 1995). It should be immediately clarified that the Federal Law "On Financial and Industrial Groups" lost its force in 2007, due to the fact that many of its provisions have lost their relevance, do not comply with the norms of federal laws adopted later, or are declarative in nature. But I would like to sanctify the main provisions about these organizational forms, because. FIGs that were created before 2007 continue to operate and I consider them interesting formations.

Members of a financial industrial group are legal entities that have signed an agreement on the creation of a financial industrial group, and the central company of the financial industrial group established by them, or the parent and subsidiaries forming the financial industrial group. A financial and industrial group may include commercial and non-profit organizations, including foreign ones, with the exception of public and religious organizations(associations). Participation in more than one financial and industrial group is not allowed.

Among the participants of the financial and industrial group, there must be organizations operating in the production of goods and services, as well as banks or other credit organizations.

Subsidiary business companies and enterprises can be part of a financial and industrial group only together with their main company (founder unitary enterprise).

The members of a financial and industrial group may include investment institutions, non-state pension and other funds, insurance organizations, whose participation is due to their role in ensuring the investment process in the financial and industrial group.

Financial and industrial groups, among the participants of which there are legal entities under the jurisdiction of the member states of the Commonwealth of Independent States, having separate divisions on the territory of these states or making capital investments on their territory, are registered as transnational financial and industrial groups.

If a transnational financial and industrial group is created on the basis of an intergovernmental agreement, it is assigned the status of an interstate (international) financial and industrial group.

For participants in an interstate financial and industrial group, national treatment is established by intergovernmental agreements on the basis of reciprocity.

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.

A participant in a financial and industrial group sends a representative to the board of directors of the financial and industrial group by a decision of the competent management body of the participant in the financial and industrial group.

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.

The central company of a financial and industrial group is a legal entity established by all parties to the agreement on the creation of a financial and industrial group or is the main company in relation to them and authorized by law or agreement to conduct business of a financial and industrial group.

The central company of a financial and industrial group, as a rule, is an investment institution. It is allowed to create a central company of a financial and industrial group in the form of an economic company, as well as an association, union.

The central company of a financial-industrial group, in cases prescribed by law or the group's memorandum of association:

Acts on behalf of the participants of the financial and industrial group in relations related to the creation and activities of the financial and industrial group;

Maintains summary (consolidated) accounting, reporting and balance sheet of the financial and industrial group;

Prepares an annual report on the activities of the financial and industrial group;

Carries out certain banking operations in the interests of the participants of the financial and industrial group in accordance with the Legislation of the Russian Federation on banks and banking activities (Article 5 of the Federal Law “On Banks and Banking Activities”).

Other types of activities of the central company of the financial and industrial group for the conduct of business of the financial and industrial group are established by its charter, agreement on the creation of a financial and industrial group.

In cases and in order, established by law of the Russian Federation on taxes, an agreement on the creation of a financial and industrial group, members of a financial and industrial group engaged in the production of goods and services may be recognized as a consolidated group of taxpayers, and may also keep consolidated (consolidated) accounting, reporting and balance of financial and industrial groups.

For the obligations of the central company of the financial-industrial group, arising as a result of participation in the activities of the financial-industrial group, the participants in the financial-industrial group shall be jointly and severally liable.

The specifics of the fulfillment of a joint and several obligation are established by the agreement on the creation of a financial and industrial group.

There are a number of classifications of FIGs operating in Russia:

1. by the scale of their activities. As an indicator of the scale of activity, the sum of the turnover of companies included in the FIG, the sum of the value of their assets, the number of employees in the enterprises of the FIG, and the amount of value added by enterprises included in the financial and industrial group can be considered.

2. Division of FIGs into “banking” and “industrial” groups. Bank-led financial-industrial groups were created around large banks, which, since the moment of privatization, pursued a policy of creating “industrial empires” subordinate to them. “Banking” FIGs can be both officially registered and unregistered. An example of an officially registered financial-industrial group is the Interros group controlled by Oneximbank. “Industrial” FIGs, in contrast to “banking” ones, include small banks in their structure, often created by the enterprises of the group or its parent company.

3. Existing financial-industrial groups can be classified according to the specifics of the target markets in which FIG enterprises operate. In accordance with this criterion, FIGs are divided into local, federal and international (transnational).

4. An important criterion for the classification of groups is the relationship of those target markets in which financial-industrial enterprises operate. In accordance with this criterion, FIGs can be divided into vertical and horizontal associations, as well as conglomerates.

In conclusion to this paragraph, I will say about the lack of FIGs. The negative point of the Financial and Industrial Groups, as a form of integration of enterprises, is the dominance of insider control in enterprises, which is typical for Russia, a weak ownership structure and corporate governance, the insignificant role of centralized decision-making, and as a result, the relative weakness of integration processes.

In a modern market economy, long-known traditional civil constructions, one of which is a simple partnership agreement, are also in demand by economic practice. Business associations created on the basis of a simple partnership agreement are successfully operating in many Russian regions. If at the turn of the 20th - 21st centuries there were 50 -70 such associations in Russia, then in 2009 their number increased at least twice. The sectoral range of activities of these associations is extremely wide: fishing and construction, transport, education, etc.

The association of entrepreneurs and organizations on the basis of a simple partnership agreement allows more efficient use of available resources - enterprises, equipment, vehicles. This does not require state registration association as a legal entity.

A simple partnership is also an effective way of obtaining loans and credits, attracting investments in small businesses, which in modern conditions seems to be especially relevant.

There are a number of associations that are similar in their goals, objectives, functions (concerns, consortiums, syndicates, cartels, pools, conglomerates, trusts). I would like to talk about some of the business associations based on a simple partnership agreement, namely: consortiums, cartels, syndicates and pools.

1.3.1. Consortia

A consortium is one of the forms of associations created on the basis of an agreement between several banks, enterprises, companies, firms, scientific centers, states for the joint conduct of large financial transactions for the placement of loans, shares or the implementation of science and capital-intensive projects, including international ones. Thanks to this, the merging of banking and industrial capital takes place, however, the partners included in the consortium fully retain their economic and legal independence, with the exception of that part of the activity that relates to the goals of the consortium. Consortiums are organized to strengthen the competitive positions of their members.

They can be temporary or permanent. Temporary consortiums are formed to place bonds of national and foreign loans for relatively small amounts, as well as to carry out short-term transactions. Permanent consortiums, as a rule, carry out transactions for the placement of loans of a certain country or group of countries, with securities of individual joint-stock companies used to implement financial, commercial and investment projects of a significant scale.

The consortium, as a rule, is headed by a large bank or a banking monopoly, which selects the participants in the agreement - consorts, develops the terms of a loan or organizes a joint-stock company, deals with legal registration documentation, introduction of loans into the exchange quotation, place shares and bonds among buyers. The leading monopoly has an extensive network of various branches and agencies that ensure the sale of products issued by the consortium valuable papers. Members of the consortium reserve the right to receive a commission, the amount of which is determined by their participation in the placement of the loan, the volume of shares issued or the total value of the shares and other securities sold by the consortium.

At the end of the 19th and beginning of the 20th century, consortiums were basically agreements between banks to carry out financial transactions on the national and world markets. In the middle of the 20th century, consortiums were widely distributed in industry and served the purpose of implementing large industrial, scientific, technical, construction and other projects. Thus, consortiums were created by the largest associations of industrialists for the construction of nuclear power plants.

Consortium members can be private and public structures. At the present stage of development of scientific and technological progress, consortiums are practiced in industries related to new technologies, at the junction of various fields of activity and industries. characteristic feature modern consortia is the joint conduct of research work.

The management of the consortium is organized in such a way that a leader is selected from among its members who coordinates their joint activities. The leader represents the interests of the consortium before the customer and third parties, but acts within the limits of authority received from other members of the consortium. Responsibility for contractual obligations is borne by the participants of the consortium in the amount of their share in the total volume of supplies and services. Within the framework of the consortium, various liability options are possible, for example, shared, joint and several. Each member of the consortium provides financing for a certain part of the work and assumes the commercial and technical risks associated with the fulfillment of its obligations.

An essential aspect of the activity of consortiums is their internationalization. In particular, the purpose of consortiums may be the cooperation of banking monopolies different countries in matters of financing the development of world trade and intersectoral movement of capital. Its main function is to place loans to finance capital projects in any country in the world. Such a consortium also provides loans to medium and large exporters, attracts term deposits in all currencies.

An example of such an association, created on the territory of the Russian Federation, is the consortium "Coal of Russia". The consortium was created as an active body, designed to play a key role in the dynamic development of the Russian coal industry. The Consortium "Coal of Russia" unites leading companies in their fields of activity in the coal and energy industries of Russia - CJSC "Rosinformugol", Institute for Coal Market Studies (respectable consulting company in the field of mining), Academy of Mining Sciences of the Russian Federation, Non-commercial partnership to promote the development of mining industries. The consortium is consolidating the efforts of mining industry players to focus steps out of the crisis and ensure further growth. The consortium monitors innovative technologies in the field of coal use in the world and their applicability in Russia.

1.3.2 Cartels

A cartel is a form of monopolistic association or agreement. Unlike other, more stable forms of monopolistic structures (syndicates, trusts, concerns), each enterprise included in the cartel retains financial and production independence. The objects of the agreement can be: pricing, spheres of influence, terms of sale, use of patents, regulation of production volumes, agreement on the terms of sales of products, hiring workers. Operates, as a rule, within the same industry. It hinders the functioning of market mechanisms.

To form a cartel, you need the following:

a) make sure that there is a barrier to entry in the industry to prevent other firms from selling the product after the price rises;

b) organize a meeting of all manufacturers of this product in order to establish a joint benchmark for the overall level of output;

c) establish quotas for each member of the cartel;

d) establish a procedure for carrying out approved quotas.

varied. The peak of their heyday fell on the period between the First and

World War II, so the types of cartels presented below

are partly "historical forms" referring to the

time, although many of them are still a model of practical

Submission cartel - unites entrepreneurs, in its

within the framework, general offers of proposals for state

orders; aims to ensure that its member enterprises

time of tenders when placing government orders would receive in

order of priority supplement for inflated prices. This is achieved by

that during the auction all members of the cartel from among those participating in them

offer products at extremely high prices. Often

cartel agreement provides for compensatory payments

"winners" of the tender "losers".

A cartel that agrees only on uniform terms of sale (but not

prices) - establishes for all participating enterprises certain

contract conditions regarding their warranty services, delivery times,

payment terms, etc.

Cartel of negotiated discount rates - determines the conditions and

the size of discounts for enterprises-participants.

Price floor cartel - determines the prices that in the process

trade cannot be reduced.

Single price cartel - establishes uniform prices for all members

cartel prices in the market. Such a cartel can be created only in

if all the enterprises included in it have approximately

the same product quality, because otherwise demand would be concentrated

on top quality products. In fact, in the past most

single price cartels were created where a group of enterprises

produced a sufficiently homogeneous, homogeneous product (for example,

coal, steel, cement). Usually the reason for creating a cartel

of the type in question was a fall in prices, which was due to

overcapacity in the industry.

The member enterprises of the cartel, through an agreed price cut, tried to

switch demand on yourself. This often led to the fact that the cartel

single price turned into a quota cartel.

Quota cartel - allocates to each member of the cartel

a certain quota (share) of the production of products that cannot

be exceeded. In this case, only such an amount should be produced

products that can be sold at inflated uniform

prices. In addition, the quota cartel evenly influences all

participating enterprises, forcing them to reduce excess

production capacity. Exceeding the established production

quota is punishable by a fine determined by the cartel agreement. However, so

how quota excesses often went unnoticed, the quota cartel

eventually transformed or merged into the syndicate.

Regional cartel - agreements between enterprises on

territorial division of the sales market between sellers, due to which

an individual seller becomes a monopolist in his region.

Export cartel - an agreement on the terms of sales of products for

foreign markets.

An import cartel is an agreement between importers within a country,

directed against foreign exporting firms.

Cartel of specialization - each of its members is obliged to

produce one particular product or type of product. So

each member of the cartel gains a monopoly position in the market

certain products.

The Structural Crisis Cartel is an agreement that should

to ensure a painless curtailment of production capacities with

a steady, non-conjuncture-driven decline in sales. Such

kind of cartel agreement is usually concluded during cyclical

recessions in production, in an environment where the balance of supply and demand for

industry products are sharply disrupted (there are large stocks of unsold

products), prices fall below the average industry cost and

a significant number of enterprises in the industry are forced to stop

production. In this case, the companies agree among themselves

the scale of the decline in production and underutilization of capacities until

until the surplus is sold.

The Russian Federation is actively fighting cartels. Federal Law No. 135-FZ of July 26, 2006 “On Protection of Competition” prohibits agreements and concerted actions that lead to restriction of competition. It is precisely such actions and agreements that a cartel is in the understanding of Russian legislation. There are three main types of cartels: price collusion (companies agree on a certain price level and fixing them), collusion on a territorial basis or on other grounds for dividing the market, and collusion in bidding, tenders and auctions. Moreover, the Anti-Cartel Authority was established in August 2008 to intensify efforts to combat anti-competitive collusion or cartels. It also provides for criminal and administrative liability for violation of antimonopoly legislation.

1.3.3 Syndicates

In Russian legislation, one can find legal models similar to those of a consortium. For example, a banking group is modeled as a consortium. It (the group) is formed to solve joint problems by concluding an appropriate agreement between two or more credit institutions.

Such a form of business association as syndicates is not known to domestic legislation. In most cases, the term "syndicate" is equated with the concept of "consortium". However, the syndicate is also endowed with specific features, which gives it the right to consider it as independent form cartel-type business association. In this regard, we share the opinion of those scientists who define the syndicate through the generic concept of "cartel"

The following features can be distinguished as the main ones: the association is not limited by time parameters; the complex legal nature of the association - the statutory nature of the sales office in combination with the contractual nature of the relations with it of the other participants; business entities are usually from the same industry; purpose - sales organization; voluntariness of the contractual limitation of the commercial independence of the participants.

The nature of syndicates makes them similar to holdings, which has been rightly pointed out in the literature. However, syndicates have one significant difference - the presence of a sales office, which does not act as a parent company.

And not only. As noted above, the holding is an entrepreneurial association built according to the scheme "parent (predominant) company - members of the holding (dependent and subsidiaries)".

Syndicates were widespread in pre-revolutionary Russia. Having arisen from corporate representative organizations of entrepreneurs-commodity producers operating in various industries, these associations immediately acquired a purely commercial character. A characteristic phenomenon for them was that, being formally voluntary associations of the respective entrepreneurs, they were similar to those corporate associations that were their predecessors. This similarity lay in the fact that in syndicates, as well as in stock exchange committees, various congresses and societies of industrialists, leaders of industries, the largest entrepreneurs-commodity producers, dominated, which to a large extent determined the conditions for the organization and activities of the vast majority of such monopolistic corporations (business unions) .

There are international syndicates. A classic example is the De Beers diamond syndicate, which has concentrated in its hands the sale of almost all rough diamonds mined in the world. Russia, like many other countries, is forced to cooperate with this syndicate. So far, he has the ability to put pressure on outsiders who are trying to trade in diamonds on their own, up to their complete ousting from the market. In many countries of the world, laws have been passed against any form of monopoly associations that have an inhibitory effect on the development of the economy.

1.3.4 Pools

Pool - a voluntary association of entrepreneurs, usually common in

services: for example, trading, exchange, patent, insurance, transport, etc. In fact, such an association involves the consolidation of the funds of its participants for the joint operation of a certain part of the market and the distribution of income at the end of the "pool" period in a predetermined proportion. Both all income and the agreed part can be contributed to the pools. The simple partnership agreement on the organization of a pool must establish the rules for the distribution of common expenses and profits between the participants in the pool. The profit received by the pool participants first goes to their common shared ownership, and only then is distributed among them in accordance with the simple partnership agreement

There are several types of pools:

1. insurance pool - a voluntary association of insurers, which is not a legal entity, created on the basis of an agreement between them in order to ensure financial stability insurance operations on the terms of joint and several liability of its participants for the fulfillment of obligations under insurance contracts concluded on behalf of participants in the insurance pool (Article 14.1 of the Law of the Russian Federation "On the organization of insurance business in the Russian Federation").

2. dollar pool - the conditional name of the association of gold and foreign exchange reserves of the countries of the sterling zone, created in London during the Second World War with the aim of accumulating dollars, other currencies, gold. It has now virtually ceased to exist.

3. Multi-issuer pool (existing in the US) - a pool formed by aggregating individual issuer loan packages under the State National Mortgage Association program.

4. Pool of mortgages - a group of mortgages that have homogeneous characteristics (for example, ten-year mortgages with a "floating" interest rate). Pools of mortgages are created for the purpose of their further resale. Mortgage securities can be issued on their basis.

Insurance pools are widespread in our country. The creation and operation of these pools in the Russian Federation is carried out in accordance with the Law of the Russian Federation "On the organization of insurance business in the Russian Federation". In accordance with this normative act, the creation and operation of insurance and reinsurance pools is allowed. The possibility is established for conducting activities on the basis of a simple partnership agreement without forming a legal entity. After signing the agreement on the establishment of the insurance pool, the participants are obliged to notify the insurance supervisory authority.

It is possible to give an interesting example of an insurance pool. In May 2008, a number of major insurers created the Sochi Insurance Pool to insure the risks associated with the 2014 Olympics in Sochi. It included the companies SOGAZ, Alfa-Insurance, Gefest, Ingosstrakh, RESO-Garantia, Rosgosstrakh and Consent. But it should be clarified that this pool broke up at the end of 2010 in connection with the requirement of the Federal Antimonopoly Service.

2. Business associations in the form of non-profit organizations

A non-profit organization is an organization that does not have profit making as the main goal of its activities and does not distribute the profits received among the participants (Article 2 of the Federal Law of 01/12/1996 "On Non-Profit Organizations")

Non-profit organizations can be created to achieve social, charitable, cultural, educational, scientific and managerial goals, in order to protect the health of citizens, develop physical culture and sports, meeting the spiritual and other non-material needs of citizens, protecting the rights, legitimate interests of citizens and organizations, resolving disputes and conflicts, providing legal assistance, as well as for other purposes aimed at achieving public benefits.

It must be emphasized that non-profit organizations can carry out entrepreneurial activities only insofar as it serves to achieve the goals for which they were created, and corresponding to these goals. Such activity is the profitable production of goods and services that meet the goals of creating a non-profit organization, as well as the acquisition and sale of securities, property and non-property rights, participation in business companies and participation in limited partnerships as a contributor. A non-profit organization keeps records of income and expenses for entrepreneurial activities. Special legal capacity is established by law. Consequently, transactions made outside of such legal capacity are void, as contrary to the law.

Association (union) - a non-profit organization, which is a contractual association of commercial organizations, created in order to coordinate their business activities and protect common property interests.

One should be critical of the name of this organizational and legal form of a non-profit organization, because the word "association" is not a synonym for the word "union". An association is an association of persons of the same kind of activity, and a union is an association for any joint purpose. For an association, the dominant feature is the same type of participants, and for a union, the commonality of the goals of the association. The uniformity of the composition of participants can be determined by the commonality of their legal forms (association of trade unions), belonging to one or related sectors of the economy

It should be emphasized that we are talking about the association precisely as an independent organizational and legal form of an entrepreneurial association. The fact is that the term "association" itself is often used as part of the name of legal entities of other organizational and legal forms (for example, the Khakas Republican public organization"Association of Entrepreneurs Carrying out Passenger Transportation").

Members of an association (union) retain their independence and the rights of a legal entity. They have the same rights as before joining the association (union). Associations of legal entities (associations or unions) may be created either only by commercial or non-commercial legal entities. Simultaneous participation in the association of commercial and non-commercial organizations is not allowed.

The law does not establish the minimum required number of members of the association, leaving this issue to the discretion of the association itself. One and the same legal entity may simultaneously be a member of several associations, including those engaged in homogeneous activities.

The legal capacity of associations (unions) is limited in comparison with other non-profit organizations that independently determine the direction of their activities and have the right to exercise certain types entrepreneurial activity.

Association (union) - the owner of the property, which is formed at the expense of regular and one-time receipts from the participants, as well as other sources permitted by law. This property is used by the association in accordance with its special legal capacity. When an association is liquidated, the property remaining after the satisfaction of creditors' claims is not distributed among the participants, but is directed to purposes similar to those of the liquidated association.

The association (union) is not responsible for the obligations of its members. On the contrary, members of an association (union) are subsidiarily liable for its obligations with all their property. The grounds and limits of liability of members are determined in the founding documents of the association. As a rule, such liability arises in proportion to the size of the contribution of a member of the association.

Associations are often specially created to coordinate the entrepreneurial activities of the participants. As practice shows, associations often concentrate significant market power. Therefore, antimonopoly authorities pay great attention to their activities. Without carrying out entrepreneurial activities as such, they can coordinate the activities of their members and thus engage in monopolistic activities. Thus, in 2001, the antimonopoly authority won a lengthy arbitration against the Novosibirsk Association of Realtors, accused of coordinating pricing policy and promotional activities of its members. The association was subject to significant administrative fines for violating antitrust laws. In particular, its monopolistic activity was manifested in the following. The minutes of meetings of the association members regulated the maximum allowable cost of services, the amount of discounts for customers, the content of advertising information. Real estate agencies that did not comply with the requirements of the association were excluded from its composition.

Association (union) - a contractual association, it operates on the basis of the charter and the constituent agreement. A member of an association (union) has the right to participate in the management of affairs on an equal footing with other members (participants). Each member of the association has an equal number of votes in decision-making, regardless of the size of the contribution made by him. A member of an association (union) may use its services free of charge. A member of an association (union) may be expelled from it by decision of the remaining participants (for systematic non-payment of membership or other fees without good reasons, failure to comply with the decisions of the supreme governing body, conducting activities that discredit its other members).

A member of an association (union) has the right, at its own discretion, to withdraw from the association at the end of the financial year. In this case, he bears subsidiary liability for its obligations within two years after the withdrawal in an amount proportional to his contribution.

This form of business association is actively used in practice, among the most famous examples successful activities of associations and unions can be called the Association of Russian Banks, the Rosleasing Association, the Association of Communication Agencies of Russia (ACAR), the Association of Regional Mobile Operators, the Union of Russian Brewers, the Union of Oil and Gas Equipment Manufacturers, etc. Moreover, it can be confidently stated that In recent years, a peculiar fashion has also appeared for membership in a certain business association of legal entities. Participation in associations and unions for many companies is also an indicator of their business reputation.

A non-profit partnership is a membership-based non-profit organization established by citizens and/or legal entities to assist its members in achieving goals aimed at achieving public benefits (Article 8 of the Law on Non-Profit Organizations). Such goals, along with others, may include protecting the interests of participants, resolving disputes and conflicts, providing legal assistance, etc. The qualification of non-profit partnerships that unite commercial organizations as associations of entrepreneurs is confirmed by the Law on the Securities Market, which obliges the form of a non-profit partnership (Part 2, Article 11 of the Law on Non-Profit Organizations).

Non-profit partnerships are the type of non-profit organization that is most in demand today; in this form, bar associations, commodity and stock exchanges (for example, the Moscow Stock Exchange, the RTS Stock Exchange, etc.) and even trading system administrators are created. wholesale market electricity energy system. This type of non-profit organization was borrowed from American law in order to provide more opportunities for entrepreneurial activities.

It is characteristic that in the names of many modern non-profit partnerships, emphasis is placed on their leading position in the association of business structures. We list some of them: NP "National Depository Center", NP "Center for Scientific and Technical Support automotive business"Avtomir", NP of manufacturers and users of railway rolling stock "Association of car builders", NP "Coordination center for heads of security and detective structures", NP of guaranteeing suppliers and energy sales companies, NP "Russian Guild of Realtors", NP "Russian Collegium of Auditors" and so on. (It should be clarified that the words "guild" and "college", demonstrating the professional community of some persons, do not have independent legal meaning under our legislation. Therefore, they are used only as part of an arbitrary part of the names of legal entities.)

A distinctive feature of a non-profit partnership is the ability of its participants to receive part of the property upon exit from it or upon liquidation, i.e. have direct property benefits from participation in a non-profit organization. The partnership thus receives the opportunity to distribute part of its property among its members, which does not quite correspond to the status of an ordinary non-profit organization. The partnership is created to assist its members in the implementation of goals aimed at achieving public benefits (protection of the interests of organizations, resolution of disputes and conflicts, provision of legal assistance, etc.).

The partnership is created on the basis of the decision of its founders, who approve its charter. In addition, they can conclude a memorandum of association, which in this case acquires the status of a second founding document partnerships.

The number of founders of a non-commercial partnership is not limited, however, it cannot be created by one person. The supreme governing body is the general meeting of the members of the partnership, which has exclusive competence. It is allowed to create a permanent collegial body on the principle of a supervisory board. The partnership must have a sole executive body, in addition, a collegial executive body may be created.

The partnership acquires the status of the owner of its property, which is transferred to it by members. Members of the partnership are not liable for its obligations, and the partnership is not liable for the obligations of its members. The Partnership has the right to carry out entrepreneurial activities corresponding to its statutory goals, and may create other commercial and non-commercial organizations. Partnership members have the right to participate in the management of its affairs and receive information about its activities, and may also have other rights provided for by the charter. They have the right to freely withdraw from the partnership, while receiving part of its property or its value within the value of the property transferred to its ownership, with the exception of membership fees. Part of the property in proportion to their contributions, they can receive in the liquidation of the partnership.

A non-profit partnership has a number of features that bring it closer to business companies and partnerships. First, between the members of the partnership there are contractual relations associated with its creation. Secondly, the property transferred to the partnership by its members, as well as subsequently acquired or produced by the partnership itself, is the property of the legal entity. However, partnership participants have a number of obligations in relation to its property (participate in the management of affairs, receive information about its activities, withdraw from its membership, and in the event of liquidation of the partnership, receive a liquidation quota).

Thirdly, when leaving the partnership, its participant has the right to receive in kind or in value terms a part of the partnership's property within the value of the property previously transferred to the partnership, with the exception of membership fees.

Income earned by the partnership from entrepreneurial activities is not distributed among its members. But this difference is not significant, because members receive a share of the profit in the form of wages or other payments under labor or civil law contracts. The legal structure of a non-profit partnership is of great interest to modern businessmen. The partnership is quite suitable for systematic business, and the taxation conditions for non-profit organizations, even those engaged in economic activities, are much more favorable than the tax payment procedure established for all types of commercial organizations.

Conclusion

AT general view an integrated form of business organization or a form of associated entrepreneurship can be called some
a set of enterprises, organizations, institutions united among themselves contractual relations and/or relationships
temporary or permanent basis and conducting joint economic activities aimed at achieving
common goals. Business integration can be carried out in the form of various organizational forms.
First of all, it should be noted that all of the above forms of organization corporate business are associations
individual, legally independent enterprises (organizations). These structures may include industrial enterprises, financial, insurance, transport, pension and other institutions. However, despite the fact that in essence they are all unions of firms, there are significant differences between them, which can serve as the basis for their classification.
So, the main goals of the merger of enterprises:
1. Improving the efficiency of functioning due to the fact that each of the participants is interested in end result.
2. Ability to receive funds faster.

Knowledge of the organizational and legal forms of business enables entrepreneurs to successfully open and expand their own business, to take competent economic and legal solutions. Without this knowledge, it is impossible to build a civilized system in Russia business relations, which in turn form the basis economic development and prosperity of the country. Therefore, constant transformations and adjustments are now being carried out in this area in order to create an orderly system of functioning and relationships between various firms and enterprises.

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