In the Russian Federation, entrepreneurial activity can be carried out in two organizational types provided for by the Civil Code of the Russian Federation:

* individual entrepreneurship carried out by a citizen without forming a legal entity;

* Entrepreneurial activity carried out by legal entities (enterprises of various organizational and legal forms).

According to paragraph 1 of Art. 23 of the Civil Code of the Russian Federation "A citizen has the right to engage in entrepreneurial activities without forming a legal entity from the moment of registration as an individual entrepreneur." Consequently, individual entrepreneurship is a type of entrepreneurial activity that is organized and implemented by an individual citizen (individual). All the rules and requirements of the Civil Code of the Russian Federation that regulate the activities of legal entities are applicable to this type of entrepreneurship. This applies both to the use of the rights and guarantees provided by the legal status (for example, the right of an individual entrepreneur to use hired labor), and the unconditional fulfillment of all obligations in full (for example, property liability of an individual entrepreneur, in case of bankruptcy, to creditors).

The choice of a specific organizational and legal form of an enterprise with the status of a commercial organization is determined by a number of the following factors and circumstances:

* the procedure and measure of participation of the founders and owners of property in the distribution of profits;

* principles of formation of property of the enterprise;

* the degree of responsibility of the founders for the obligations of the enterprise;

* special requirements established by the Civil Code of the Russian Federation and other legislative acts and imposed on a particular organizational and legal form;

* the form of ownership of the property of the enterprise.

Since it is the latter factor that is largely decisive in determining the organizational and legal form of an enterprise, it is necessary to dwell at least briefly on such a legal norm as “property rights”.

The subjects of property rights in the Russian Federation are citizens, legal entities, the state (Russian Federation), subjects of the Federation (republics, territories, regions), municipalities.

Thus, the Civil Code of the Russian Federation recognizes private property (including common, shared property), state property (including federal or state property and property of subjects of the Federation) and municipal property.

Using their (private) property, a group of citizens, independently or jointly with legal entities, can organize such commercial organizations with a shared form of ownership as:

* business partnerships;

* business companies;

* production cooperatives;

* the right of economic management;

* the right of operational management.

Business partnerships are commercial organizations with an authorized (share) capital divided into shares (contributions) of the founders (participants). Property created at the expense of contributions of founders (participants), as well as produced and acquired by a business partnership in the course of its activity, belongs to it by the right of ownership. Business partnerships in accordance with the Civil Code of the Russian Federation are divided into general partnerships and limited partnerships.

A general partnership is one of two types of economic partnerships, between the participants (general partners) of which its authorized capital is divided into shares (contributions). In accordance with the agreement concluded between the participants of such a partnership, they are engaged in entrepreneurial activities on its behalf and bear joint responsibility for the obligations of the partnership with all their property. The foundation agreement concluded for the formation of a general partnership is the only constituent document and is signed by all its participants.

In the Russian practice of industrial entrepreneurship, this organizational and legal form has practically not found its application due to a number of circumstances, the main of which are:

* in conditions where each participant in such a partnership has the right to engage in their entrepreneurial activities on an equal basis with others, which can lead to undesirable competition and, as a result, to the disintegration of the organization;

* full and unlimited property liability of participants in this type of partnership in case of bankruptcy, not only with their contribution, but also with personal property.

Business companies are commercial organizations with capital divided, as in business partnerships, into shares of the founders, which can be created in the following forms:

* limited liability company (LLC);

* additional liability company (ALC);

* joint-stock company (JSC).

These three organizational and legal forms are most widespread in Russia, which was facilitated by the features and advantages provided for by the Civil Code of the Russian Federation and other legislative acts in comparison with other forms.

A limited liability company (LLC) is an economic entity established by one or more persons, including legal entities, and having an authorized capital, the minimum amount of which, in accordance with the legislation of the Russian Federation, must be at least one hundred times the minimum wage. The formation of the authorized capital is carried out by the contributions of the founders of the LLC and is divided into shares between them in accordance with the constituent documents.

This organizational and legal form of an enterprise is very common in the Russian Federation, since it has a number of advantages due to the inherent features of an LLC. The most important of them are:

* lack of liability with all their property for the obligations of the company;

* any member of the company can be excluded from among its founders only at their own request or by a court decision, which is a fairly significant guarantee for an entrepreneur;

* the possibility of free withdrawal of each participant from the company with the share in the authorized capital due to him and the value of part of the property of the LLC, in proportion to this share, including the share of profits due to him as a result of the work of this company;

* the existence of a real opportunity to issue bonds for an amount not exceeding the value of the authorized capital and the amount of security provided by the LLC for these purposes by a third party;

* the admission of new members of such a society is possible only with the consent of all its current members, which guarantees the appearance of unwanted participants among the members of the society.

Additional Liability Company (ALC) is a type of limited liability company. The main difference between them is that ALC participants assume additional responsibility for the obligations of the company not only in the amount of contributions made to its authorized capital, but also with their other property in the same multiple of the value of their contribution.

Thus, despite the fact that the interests of ALC creditors seem to be better protected than LLC creditors, nevertheless, the property liability of ALC participants still remains limited, since debt collection cannot be levied on all their property.

Joint Stock Company (JSC). Paragraph 1 of Art. 96 of the Civil Code of the Russian Federation defines: “A joint-stock company is a company whose authorized capital is divided into a certain number of shares; participants in a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of its shares. This organizational and legal form is used in the Russian Federation quite widely and primarily by large industrial enterprises.

In accordance with the current legislation and in particular with the Civil Code of the Russian Federation, open joint-stock companies (OJSC) and closed joint-stock companies (CJSC) can be formed.

An open joint stock company is a company whose members can alienate (sell, donate, transfer) their shares without the consent of other shareholders. The number of shareholders of such a company is not limited. Its openness is also manifested in the fact that the joint stock company is obliged to publish annually for general information the annual report, balance sheet, profit and loss account.

A closed joint stock company is a joint stock company whose shares are distributed only among the founders; such a company is not entitled to conduct an open subscription for shares issued by it or otherwise offer them for purchase to an unlimited number of persons; shareholders of such a company have a pre-emptive right to acquire shares sold by other shareholders of this CJSC; the number of participants in such a joint-stock company is limited by the law on joint-stock companies and should not exceed 50 shareholders.

A production cooperative is a commercial organization that is “a voluntary association of citizens on the basis of membership for joint production or economic activities based on their personal labor and other participation and the association of property shares by its members (participants)” (clause 1, article 107 of the Civil Code of the Russian Federation).

unitary enterprises. Such an enterprise is recognized as a commercial organization that is not endowed with the right of ownership of property assigned to this organization by its owner, which is, for example, the state. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including between employees of the enterprise. Only state and municipal enterprises can be created in the form of unitary enterprises. The property of such enterprises is, respectively, in state or municipal ownership on the basis of economic management or operational management.

In accordance with the Law on State and Municipal Enterprises, it establishes the following types of unitary enterprises:

1) unitary enterprises based on the right of economic management: federal state enterprise;

2) a state enterprise (a state enterprise of a constituent entity of the Russian Federation);

3) municipal enterprise;

4) unitary enterprises based on the right of operational management: federal state enterprise;

5) a state-owned enterprise (a state-owned enterprise of a constituent entity of the Russian Federation);

6) municipal state-owned enterprise.

The listed six types of unitary enterprises limit the possibility of participation of the state and municipalities in entrepreneurial activity through the creation of this type of legal entities - commercial organizations.

Non-Profit Organizations are created for other purposes and do not pursue profit as the main goal of their activities. Such goals, as a rule, include: social, cultural, educational, spiritual, charitable and other types of goals. Non-profit organizations have the right to engage in entrepreneurial activities only if this activity is aimed at achieving the goals of the organization.

Properties of business partnerships and companies

Business partnerships and companies are recognized as corporate commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Property created at the expense of contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activity, belongs to the business partnership or company by the right of ownership. As a rule, the scope of rights and responsibilities of the organization's participants is determined in proportion to their shares in the authorized capital.

In addition to the general features presented above, there are fundamental differences between business partnerships and companies.

Member Responsibility . The participants in the partnership are liable for its debts with all their property, which may be levied. The participants of the company are not liable for the debts of the company and are liable for its obligations within the limits of their shares.

List of participants . Only individual entrepreneurs or commercial organizations can become members of the partnership. Members of a business partnership can be both organizations and individuals.

Change of membership . In economic societies, this is much easier. Any participant can leave the company or sell his share, while the company continues to function.

To withdraw from the partnership, it is required to declare this at least 6 months before the withdrawal. In case of withdrawal, the participant is paid the value of his share in the property of the partnership, unless otherwise provided by the constituent agreement. Upon withdrawal of any of the participants, the partnership ceases to operate, unless otherwise provided by the founding agreement or agreement of the remaining participants.

Organization of activities . The partnership is run by the members themselves. The organization of the company's activities is carried out through its management bodies. For a company, the main constituent document is the charter, for a partnership it is an agreement.

Types of business partnerships

The types of business partnerships include: general partnership and limited partnership.

General partnership- a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, on behalf of the partnership, are engaged in entrepreneurial activities and are liable for the obligations of the organization with their property.

Please note that a participant in a general partnership that is not its founder is liable on an equal basis with other participants for obligations that arose before he joined the partnership. A participant who has withdrawn from the partnership shall be liable for the obligations of the partnership that arose prior to the moment of his withdrawal, along with the remaining participants, within two years from the date of approval of the report on the activities of the partnership for the year in which he withdrew from the partnership.

A general partnership requires a minimum of two members, each of whom can only be a member of one partnership. Profit allocated to dividends is distributed among general partners in proportion to their shares in the share capital.

We can safely say that participation in a general partnership implies too high a responsibility for its participants. Any wrong decision threatens with serious consequences, even if you have already left the composition of its participants.

Faith partnership(limited partnership) - a partnership in which, along with participants carrying out entrepreneurial activities on behalf of the partnership and liable for the obligations of the partnership with their property (general partners), there are one or more participants - investors (limited partners) who bear the risk of losses associated with the activity partnerships, within the limits of the amounts of contributions made by them and do not take part in the implementation of entrepreneurial activities by the partnership.

As we noted earlier, only individual entrepreneurs or commercial organizations can be general partners. While both legal entities and citizens can act as contributors. A limited partnership requires at least one general partner and one contributor, with no maximum limit.

Profit allocated to dividends is distributed among general partners and investors in proportion to their shares in the share capital. First of all, dividends are paid to investors, however, the amount of dividend per unit of contribution for general partners cannot be higher than for investors.

Thus, business partnerships can attract a significant amount of capital, since the composition of its participants is unlimited. The joint and several subsidiary liability of its participants is an advantage for creditors, but creates high risks of doing business. The management of a general or limited partnership requires a high level of trust and agreement on fundamental issues, otherwise the management of the organization will be difficult.

Currently, business partnerships are used extremely rarely. The principles of creation and management of business partnerships are described in the Civil Code of the Russian Federation, Articles 66-86.

Types of business companies

Economic companies are one of the main forms of business organization in Russia. These include: a limited liability company, an additional liability company and a joint stock company.

Limited Liability Company(LLC) - a legal entity established by one or more persons, the authorized capital of which is divided into certain shares (the amount of which is established by the constituent documents). Members of an LLC bear the risk of loss only to the extent of the value of their contributions.

In practice, LLC is the most popular form of business organization in Russia, largely because it avoids the main disadvantages of partnerships. First, the liability for the obligations of the organization is limited by the size of its authorized capital. Secondly, the process of leaving society is easier. At the same time, the former participant may not only sell his share, but also demand payment of the value of a part of the property corresponding to his share in the authorized capital, if this is provided for by the charter. Accordingly, if the value of the property of the LLC has increased, then the participant leaving it will receive not only his initial contribution, but also an increased share in the property.

In addition, an LLC is characterized by the fact that operational management in a company (unlike partnerships) is transferred to an executive body, which is appointed by the founders either from their own number or from among other persons. The members of the company retain the rights to strategic management of the company. These measures reduce differences of opinion in the management of the organization.

Limited Liability Companies Federal Law No. 14 and Articles 87-94 of the Civil Code of the Russian Federation are regulated. In one of the previous articles, we examined one of the forms of business management without forming a legal entity. In our opinion, an individual entrepreneur, along with an LLC, is one of the best forms for starting a business.

Additional Liability Company(ODO) - a company whose authorized capital is divided into shares determined by the constituent documents. ALC participants bear subsidiary (full) liability for its obligations with their property in the same multiple for all to the value of their contributions to the authorized capital. For example, the authorized capital of an ALC is 50 thousand rubles. The charter determines that the company bears an additional five-fold liability. This means that if the property of the company is insufficient, creditors can receive up to 250 thousand rubles from participants.

In practice, an additional liability company was rarely met, therefore, in 2014 they were abolished. Previously created ALCs are subject to the provisions of the Civil Code governing the activities of LLCs, with the exception of liability for obligations.

Joint-stock company(JSC) is a company whose authorized capital is divided into a certain number of shares; participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company within the limits of the value of their shares.

It should be noted that previously joint-stock companies were usually divided into open and closed. However, since 2014, new designations have been introduced: public joint stock company(PJSC) and non-public joint-stock company(AO).

A public joint-stock company is a joint-stock company whose shares can be freely traded on the market. A non-public JSC is a joint-stock company whose shares are distributed only among the founders or a predetermined circle of persons. In addition to the above, there are several other differences between PAO and AO.

1. Authorized capital . The minimum authorized capital for a PJSC is higher than for a JSC and amounts to 100 thousand rubles. For a non-public company, its size is 10 thousand rubles.
2. Acquisition of shares by shareholders . Shareholders of a joint-stock company are provided with the right of pre-emption to buy shares of the company from other shareholders. PJSC shareholders acquire new shares on a general basis.
3. Publication of statements . A public joint stock company is obliged to publish annual reports on the official resources of the company. The correctness of the reporting is checked by audit companies. This requirement is necessary for investors to understand the financial condition of the business. A non-public joint-stock company, as a rule, may not disclose its own financial statements.

The activity of joint-stock companies is one of the most strictly regulated by law. Among the main laws, articles 96-104 of the Civil Code of the Russian Federation, as well as Federal Law No. 208 "On Joint Stock Companies" can be distinguished. In one of the following articles, we will compare joint-stock companies and limited liability companies in more detail.

So, we see that business companies provide entrepreneurs with a wider range of opportunities not only in raising funds, but also in managing the company. Joint-stock companies and limited liability companies allow founders and investors to limit their losses in case of problems with the company, while still providing ample opportunities to generate income.

Production cooperatives and unitary enterprises

Production cooperative(artel) - a voluntary association of citizens on the basis of membership for joint production or other economic activities based on personal labor participation and the association of property shares by its members. The charter of a production cooperative may also provide for the participation of legal entities in its activities. The minimum number of members to form a cooperative is five.

Members of a production cooperative bear subsidiary responsibility and are divided into those who take and those who do not take personal labor participation in the activities of the PC. The profit of the cooperative is distributed among its members in accordance with their labor participation and contributions to the share fund of the cooperative. The property remaining after the liquidation of the cooperative and the satisfaction of the claims of its creditors are distributed in the same manner.

The minimum size of the share fund of a production cooperative is not established by law. However, at least 10% of their share contributions, members of the cooperative are required to pay before the state registration of the cooperative, and the rest - within one year from the date of registration. Contributions to a mutual fund may be made in cash, securities, other property, intangible assets.

One of the main advantages of production cooperatives is tax optimization: you can switch from a general to a simplified taxation system with any number of PC members, as well as reduce the amount of insurance premiums paid and increase salaries for employees. Other advantages are: an unlimited number of members, equal rights in management, etc.

But there are also disadvantages, among them: the subsidiary liability of PC members, the pooling of labor contributions, not capital, which can create problems in determining the real contribution of each participant, especially for a complex commercial structure.

Issues of the legal status and features of the PC are regulated by Article 106 of the Civil Code of the Russian Federation, as well as Federal Law No. 41-FZ “On Production Cooperatives”.

unitary enterprise- a commercial organization that is not endowed with the right of ownership of the property assigned to the owner. The property of a unitary enterprise is indivisible and cannot be distributed by contribution (shares, shares), including among the employees of the enterprise. In the form of unitary enterprises, only state and municipal enterprises can be created that are liable for their obligations with all their property, but are not liable for the obligations of the owner of his property.

State (state) enterprise - a unitary enterprise based on the right of operational management and created on the basis of property that is in federal (state) ownership. A state-owned enterprise is created by decision of the Government of the Russian Federation.

municipal enterprise - a unitary enterprise based on the right of economic management and created on the basis of state or municipal property. It is created by the decision of the authorized state body or local self-government body.

The right of economic management is the right of an enterprise to own, use and dispose of the owner's property within the limits established by law or other legal acts. The right of operational management is the right of an enterprise to own, use and dispose of the property of the owner assigned to it within the limits established by law, in accordance with the goals of its activities, the tasks of the owner and the purpose of the property.

The right of economic management is wider than the right of operational management, i.e. an enterprise operating on the basis of the right of economic management has greater independence in management. The legal status of unitary enterprises is determined by Articles 113-114 of the Civil Code of the Russian Federation and Federal Law No. 161-FZ “On State and Municipal Unitary Enterprises”.

This concludes our consideration of the forms of commercial organizations in Russia. Next, let's talk about non-profit organizations and doing business without forming a legal entity.

Non-Profit Organizations

As mentioned earlier, non-profit organizations, firstly, do not pursue profit as the main goal of their activities. And, secondly, they do not distribute the profit (if it was nevertheless received) between the participants. In Russia, there are quite a few different forms of NGOs, let's consider the main ones.

consumer cooperative- a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by combining property share contributions by its members. Provides two types of membership: member of the cooperative (with the right to vote); associate member (has the right to vote only in certain cases provided for by law).

Fund- an organization that does not have membership, established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals. The right to engage in entrepreneurial activities to achieve their goals (including through the creation of economic companies and participation in them).

institution- an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part. This is the only type of non-profit organizations that have property on the basis of the right of operational management.

Association (union)- a voluntary association of legal entities established in order to coordinate business activities and protect their property interests. Association members retain their independence and have the right to join other associations.

There are other types of public organizations: public and charitable organizations, non-profit partnerships, religious organizations, etc. All these organizations are created either to achieve “lofty” goals, or to protect and coordinate the activities of citizens and organizations.

A complete list of non-profit organizations is presented in Art. 123 of the Civil Code of the Russian Federation.

Business without formation of a legal entity

There are two types of entrepreneurial activity without forming a legal entity: individual entrepreneurs and simple partnerships.

Individual entrepreneur(IP) - an individual registered in the manner prescribed by law and carrying out entrepreneurial activities without forming a legal entity, while having many of the rights of legal entities. IP has a lot of advantages, especially for start-up entrepreneurs: the procedure for registering an IP is faster and easier, simplified reporting is possible, liability and fines are much lower, and much more. We discussed the pros and cons of IP in more detail in previous articles.

simple partnership is a form of activity carried out by persons who undertake to act jointly without creating a legal entity in order to achieve a specific goal that does not contradict the law. Only commercial companies and individual entrepreneurs can be parties to a partnership.

In order to carry out joint activities, partners make contributions in the form of: property, property rights, cash, securities; skills, knowledge, business connections, business reputation, etc. The amount and type of contribution made by each comrade is determined by the specific goals of joint activities, the capabilities of each of the comrades and their agreements among themselves.

A simple partnership, for all the complexity of its application, is a unique tool that allows not only to combine several companies with the goal of achieving a joint result, but also to be flexible enough to regulate the tax consequences of each of the partners. This type of organizational and legal form is regulated by Chapter 55 of the Civil Code of the Russian Federation.

Thus, we have considered all organizational and legal forms of enterprises in Russia. They differ in the goals of creation, responsibility for obligations, opportunities for attracting investments, etc. Below is a summary table for all types of organizations in Russia. And in one of the following articles we will talk about foreign forms of doing business.

Table of organizational and legal forms of enterprises

Useful resources:

Organizational and legal forms of legal entities

4.4.2. Organizational and legal forms of legal entities

Some features of specific organizational and legal forms of organizations, their formation, functioning and management are as follows.

General partnership – this is a partnership, the participants of which (general partners), in accordance with the agreement concluded between them, are engaged in entrepreneurial activities on behalf of the partnership and are liable for its obligations with their property.

A person may be a participant in only one full partnership.

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

The management of the activities of a general partnership is carried out by common agreement of all participants. The founding agreement of a partnership may provide for cases where the decision is taken by a majority vote of the participants. Each participant in a full partnership has one vote, unless the memorandum of association provides for a different procedure for determining the number of votes of its participants.

Each participant in a full partnership has the right to act on behalf of the partnership, unless the founding agreement establishes that all its participants conduct business jointly or the conduct of business is entrusted to individual participants. In case of joint conduct of the affairs of the partnership by its participants, the consent of all participants in the partnership is required for the completion of each transaction.

Faith partnership (limited partnership) – this is a partnership in which, along with the participants carrying out entrepreneurial activities on behalf of the partnership and liable for the obligations of the partnership with their property (general partners), there are one or more contributors (limited partners) who bear the risk of losses associated with the activities of the partnership, within the limits amounts of contributions made by them and do not take part in the implementation of entrepreneurial activities by the partnership.

The position of full partners participating in a limited partnership and their liability for the obligations of the partnership are determined by the rules of this Code on participants in a full partnership. A person may be a general partner in only one limited partnership. If the business name of a limited partnership includes the name of a contributor, such contributor becomes a general partner.

A limited partnership is created and operates on the basis of a constituent agreement. The memorandum of association is signed by all general partners. The founding agreement of a limited partnership must contain: the name of the partnership; its location; the procedure for managing activities; conditions on the amount and composition of the share capital of the partnership; on the amount and procedure for changing the shares of each of the general partners in the share capital; on the amount, composition, terms and procedure for making contributions by them, their liability for violation of obligations to make contributions; on the total amount of deposits made by contributors.

The management of the activities of a limited partnership is carried out by general partners. The procedure for managing and conducting business of such a partnership by its general partners is established by them in accordance with the rules of the Civil Code of the Russian Federation on a general partnership. Contributors are not entitled to participate in the management and conduct of business of the partnership, to act on its behalf except by proxy. They do not have the right to challenge the actions of general partners in the management and conduct of business of the partnership.

Limited Liability Company – it is a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. Members of a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their contributions.

Members of the company who have made contributions incompletely shall be jointly and severally liable for its obligations within the value of the unpaid part of the contribution of each of the participants.

The constituent documents of the company are the constituent agreement signed by its founders and the charter approved by them. If a company is founded by one person, its founding document is the charter.

The constituent documents of the company must contain: the name of the company; its location; the procedure for managing activities; conditions on the size of the authorized capital of the company; on the size of the shares of each of the participants; on the size, composition, terms and procedure for making contributions by them, on the responsibility of participants for violation of obligations to make contributions; on the composition and competence of the management bodies of the company and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes.

The supreme body of the company is the general meeting of its members. An executive body is created in the company, which carries out the current management of its activities and is accountable to the general meeting.

The exclusive competence of the general meeting of participants of the company includes:

change of the charter and size of its authorized capital;

formation of executive bodies of the company and early termination of their powers;

approval of the company's annual reports and balance sheets and the distribution of its profits and losses;

decision on reorganization or liquidation of the company;

election of the audit commission (auditor) of the company.

Issues related to the exclusive competence of the general meeting of participants in the company cannot be transferred to them for decision by the executive body of the company.

In order to verify and confirm the correctness of the company's annual financial statements, it has the right to annually engage a professional auditor who is not connected by property interests with the company or its participants (external audit).

Additional Liability Company – it is a company founded by one or more persons, the authorized capital of which is divided into shares of the sizes determined by the constituent documents. The participants in such a company jointly and severally bear subsidiary liability for its obligations with their property in the same amount for all, a multiple of the value of their contributions, determined by the constituent documents of the company. In case of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the other participants in proportion to their contributions, unless a different procedure for the distribution of responsibility is provided by the documents of the company.

Joint-stock company – This is a company whose authorized capital is divided into a certain number of shares. Members of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares.

Shareholders who have not fully paid for the shares shall be jointly and severally liable for the obligations of the joint stock company within the limits of the unpaid part of the value of their shares.

The trade name of the company must contain its name and an indication that the company is a joint-stock company.

A joint stock company whose members may alienate their shares without the consent of other shareholders is recognized as an open joint stock company. Such a company has the right to conduct an open subscription for shares issued by it and their free sale on the terms established by law and other legal acts.

An open joint stock company is obliged to annually publish for general information the annual report, balance sheet, profit and loss account.

A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, shall be recognized as closed. It is not entitled to conduct an open subscription for the shares it issues or otherwise offer them for purchase to an unlimited number of persons. Shareholders of a closed joint stock company have the pre-emptive right to acquire shares sold by other shareholders of this company. The number of participants in a closed joint stock company must not exceed the number established by the law on joint stock companies, otherwise it is subject to transformation into an open joint stock company within a year, and after this period – liquidation in court.

The founders of a joint-stock company conclude an agreement between themselves that determines the procedure for their joint activities to create a company, the size of the authorized capital, the categories of shares to be issued and the procedure for their placement, as well as other conditions provided for by the law on joint-stock companies.

The founding document of a joint-stock company is its charter, approved by the founders. The charter of a joint-stock company must contain: the name of the company, its location; the procedure for managing activities; conditions on the categories of shares issued by the company, their nominal value and quantity, on the amount of the company's authorized capital; about the rights of shareholders; on the composition and competence of the management bodies of the company and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes. The charter of a joint-stock company must also contain other information provided for by the law on joint-stock companies.

The authorized capital of a joint-stock company is made up of the nominal value of the shares acquired by the shareholders.

Public subscription for shares of a joint-stock company is not allowed until the authorized capital is paid in full. When establishing a joint-stock company, all its shares must be distributed among the founders.

The supreme governing body of a joint-stock company is the general meeting of its shareholders.

The exclusive competence of the general meeting of shareholders includes:

changing the charter of the company, including changing the size of its authorized capital;

election of members of the board of directors (supervisory board) and the audit commission (auditor) of the company and early termination of their powers;

formation of the executive bodies of the company and early termination of their powers, if the company's charter does not refer these issues to the competence of the board of directors;

approval of annual reports, balance sheets, profit and loss accounts of the company and distribution of its profits and losses;

decision on the reorganization or liquidation of the company.

In a company with more than fifty shareholders, a board of directors (supervisory board) is created. If it is created, the charter of the company must define its exclusive competence.

The executive body of the company may be collegiate (board, directorate) and (or) sole (director, general director). He carries out the current management of the company's activities and is accountable to the board of directors (supervisory board) and the general meeting of shareholders. The competence of the executive body of the company includes the solution of all issues that do not constitute the exclusive competence of other management bodies of the company, determined by law or the charter of the company.

By decision of the general meeting of shareholders, the powers of the executive body of the company may be transferred under an agreement to another commercial organization or an individual entrepreneur (manager).

The competence of the management bodies of a joint-stock company, as well as the procedure for making decisions by them and speaking on behalf of the company, are determined by the law on joint-stock companies and the charter of the company.

At the request of shareholders, whose total share in the authorized capital is ten or more percent, an audit of the company's activities must be carried out at any time.

Subsidiaries and affiliates . A business company is recognized as a subsidiary if another (main) business company or partnership, by virtue of its predominant participation in its authorized capital, or in accordance with an agreement concluded between them, or otherwise, has the ability to determine decisions made by such a company.

A subsidiary company is not liable for the debts of the main company (partnership).

The parent company (partnership), which has the right to give instructions to the subsidiary, including under an agreement with it, instructions that are mandatory for it, is jointly and severally liable with the subsidiary for transactions concluded by the latter in pursuance of such instructions.

A business company is recognized as dependent if another (predominant, participating) company has more than twenty percent of the voting shares of a joint-stock company or twenty percent of the charter capital of a limited liability company.

Production cooperative (artel) – this is a voluntary association of citizens on the basis of membership for joint production or other economic activities (production, processing, marketing of industrial, agricultural or other products, performance of work, trade, consumer services, provision of other services), based on their personal labor and other participation and association its members (participants) of property share contributions. The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization.

The founding document of a cooperative is its charter, approved by the general meeting of its members.

The charter of a cooperative must contain: its name, its location, the procedure for managing activities, conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and their liability for violation of obligations to make share contributions; on the nature and procedure for the labor participation of its members in the activities of the cooperative and their liability for violation of the obligation for personal labor participation; on the procedure for distributing profits and losses of the cooperative; on the amount and conditions of subsidiary liability of its members for the debts of the cooperative; on the composition and competence of the governing bodies of the cooperative and the procedure for their decision-making.

The number of members of the cooperative must not be less than five.

The supreme governing body of a cooperative is the general meeting of its members.

In a cooperative with more than fifty members, a supervisory board may be established to exercise control over the activities of the executive bodies of the cooperative.

The executive bodies of the cooperative are the board and (or) its chairman. They carry out the current management of the cooperative's activities and are accountable to the supervisory board and the general meeting of members of the cooperative.

Only members of the cooperative can be members of the supervisory board and board of the cooperative, as well as the chairman of the cooperative. A member of a cooperative cannot simultaneously be a member of the supervisory board and a member of the board or chairman of the cooperative.

The competence of the management bodies of the cooperative and the procedure for making decisions by them are determined by law and the charter of the cooperative.

The exclusive competence of the general meeting of members of the cooperative includes:

change of charter;

the formation of a supervisory board and the termination of the powers of its members, as well as the formation and termination of the powers of the executive bodies of the cooperative, if this right is not transferred by the charter to its supervisory board;

admission and exclusion of members of the cooperative;

approval of the annual reports and balance sheets of the cooperative and the distribution of its profits and losses;

decision on reorganization and liquidation of the cooperative.

The law on production cooperatives and the charter of a cooperative may also include the resolution of other issues within the exclusive competence of the general meeting.

Issues referred to the exclusive competence of the general meeting or the supervisory board of the cooperative cannot be transferred by them to the decision of the executive bodies of the cooperative.

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

The charter of a unitary enterprise must contain: the name of the enterprise, its location, the procedure for managing activities, information about the subject and goals of the enterprise's activities, as well as the size of the authorized capital of the enterprise, the procedure and sources for its formation, with the exception of state-owned enterprises.

The property of a state or municipal "unitary enterprise" is, respectively, in state or municipal ownership and belongs to such an enterprise on the basis of the right of economic management or operational management.

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

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.

A unitary enterprise based on the right of economic management is created by decision of an authorized state body or local self-government body.

The founding document of such an enterprise is its charter, approved by the authorized state body or local self-government body.

The owner of the property of this enterprise is not liable for the obligations of the enterprise.

A unitary enterprise based on the right of operational management (state enterprise) is created on the basis of state or municipal property.

The constituent document of a state-owned enterprise is its charter, approved by an authorized state body or local self-government body.

The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient.

consumer cooperative – this is a voluntary association of citizens and legal entities on the basis of membership in order to meet the material and other needs of the participants, carried out by combining its members with property shares.

The charter of a consumer cooperative must contain: its name, its location, the procedure for managing activities, conditions on the amount of share contributions of members of the cooperative; on the composition and procedure for making share contributions by members of the cooperative and on their liability for violation of the obligation to make share contributions; on the composition and competence of the management bodies of the cooperative and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes; on the procedure for covering the losses incurred by the members of the cooperative.

Members of the cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid part of the additional contribution of each of the members of the cooperative.

Income received by a consumer cooperative from entrepreneurial activity is distributed among its members.

Public and religious organizations (associations) - these are voluntary associations of citizens united on the basis of their common interests to satisfy spiritual or other non-material needs.

Public and religious organizations are non-profit. They have the right to carry out entrepreneurial activities only to achieve the goals for which they were created, and corresponding to these goals.

Participants (members) of these organizations do not retain the rights to the property transferred by them to these organizations, including membership fees. They are not liable for the obligations of these organizations, and organizations are not liable for the obligations of their members.

Fund – it is a non-membership non-profit organization founded by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially useful goals.

The property transferred to the foundation by its founders (founder) is the property of the foundation. The founders are not liable for the obligations of the fund they have created, and the fund is not liable for the obligations of its founders.

The Foundation has the right to engage in entrepreneurial activities necessary to achieve the socially useful goals for which it was created, and corresponding to these goals. In order to carry out entrepreneurial activities, foundations have the right to create business companies or participate in them.

The procedure for the management of the fund and the procedure for the formation of its bodies are determined by its charter, approved by the founders.

The charter of the fund must contain: the name of the fund, information about its purpose; instructions on the bodies of the foundation, including the board of trustees that oversees the activities of the foundation; on the procedure for appointing and dismissing officials of the fund, on the location of the fund, on the fate of the fund's property in the event of its liquidation.

institution – this is an organization created by the owner to carry out managerial, socio-cultural or other functions of a non-commercial nature and financed by him in whole or in part.

The institution is responsible for its obligations with the funds at its disposal. In case of their insufficiency, the owner of the relevant property bears subsidiary liability for its obligations.

Features of the legal status of certain types of state and other institutions are determined by law and other legal acts.

In any economic system, not only there are a huge number of firms, as discussed above, but there are various types of them. This is primarily due to the diversityways of saving (minimizing) transaction costs.

The firm as a production unit and an instrument of entrepreneurial activity always has one or another organizational and legal form. From a legal point of view, a firm (enterprise) is an independent economic entity with the rights of a legal entity that combines under its management the factors of production - capital, land and labor - in order to produce goods and services.

Legal form- is a set of legal norms that determine the relationship of the participants of the enterprise with the whole world around. AT world In practice, various organizational and legal forms of enterprises are used, which are determined by the national legislation of individual countries. The laws give these enterprises the status of a legal entity that owns its own property and is liable for its obligations with this property, has an independent balance sheet, acts in civil circulation, in court, arbitration and arbitration courts on its own behalf.

Under current law in Russia There are the following organizational and legal forms of enterprises:

Rice. 1. Organizational and legal forms of enterprises

Concepts such as MP (small enterprise), JV (Joint Venture), cooperative, are now considered obsolete. They reflected not the legal status of the enterprise, but some of its economic features. So, MP is a characteristic of an enterprise in terms of the number of employees. For example, according to Russian legislation, in the sphere of services and trade, such is an enterprise with a staff of 15 to 25 people, in the field of science - up to 100 people, in industry and construction - up to 200. Why was such a category as MP singled out? All over the world, including ours, there are programs to support small businesses.

The concept of a joint venture is also purely economic, showing who created it. In our country, this form was used due to the fact that initially there was no complete clarity regarding the legal status of the joint venture. World experience suggests that about 90% of joint ventures are limited liability companies. Now in Russia and other CIS countries, joint ventures are also included mainly in this category. The law also allows the creation of a joint venture in the form of other companies.

Let us dwell on the characteristics of the main organizational and legal forms of entrepreneurial activity, the most common in the modern world economy. These include:

· sole proprietorship (private entrepreneurial) firm;

· partnership (partnership);

· corporation (joint stock company).

1. Private (sole) company is the oldest form of business organization. As the name implies, such a firm is owned by an entrepreneur who buys the factors of production he needs on the market. In other words, a privately held company is owned one person, which owns all its assets and is personally liable for all its obligations (is the subject of unlimited liability).

The owner of a classical private enterprise firm is central figure, with which the owners of all other factors of production (resources) enter into contracts. He usually owns the most important (interspecific) resource. Such a resource can be both physical and human capital (special intellectual, entrepreneurial and other abilities).

The purpose of a privately held company is owner's profit maximization- income remaining after all payments to the owners of factors. A privately held company should be distinguished fromcapitalist firm,owned by the owners of capital and aiming to maximize the return on invested capital. In addition, the functions of an entrepreneur in such a company are usually performed by a hired manager - manager.

Self-employed firms have a number of important advantages due to which they have become widespread in the business world, but at the same time they have significant disadvantages.

Among the obvious benefits should include:

1) ease of organization. Due to its simplicity, a business enterprise based on sole proprietorship is created without much difficulty;

2) freedom of action of the owner of the company. He does not need to coordinate the decisions made with anyone (he is independent in the conduct of all his affairs);

3) strong economic motivation(receipt of all profits, more precisely, the remaining income by one person - the owner of the company).

Flaws sole proprietorship:

1. limited financial and material resources. This is due not only to a lack of own capital, but also to difficulties in attracting credit resources. Lenders are very reluctant to provide loans to sole proprietors, believing that it is risky. Therefore, the main source of financing for private entrepreneurial activity is the owner's savings and funds borrowed from relatives, close friends, etc. Over time, capital can be increased by investing the profits in the business, but even in this case, the growth of the company will be slow. Therefore, in terms of size, individual enterprises, as a rule, are small;

2. lack of a developed system of internal specialization production and management functions (especially in small and medium-sized enterprises);

3. certain tax issues. They arise because additional payments made by a private business firm, such as health and life insurance, are not considered by the tax authorities of some countries as its expenses and therefore cannot be excluded from income when calculating the tax base (corporations, on the contrary, enjoy tax benefits for such payments). The sole proprietor must pay such expenses from the profit remaining at his disposal after the payment of taxes;

4. difficulties in transferring ownership. No property of a sole proprietorship, unlike the property of corporations, can be transferred to family members during the life of the owner. This limits the flexibility of the sole form of business organization, creates additional problems in the accumulation of capital;

5. unlimited liability of the owner for all obligations assumed by his enterprise. If claims are brought against the company, including in court, its owner bears full personal responsibility before the court. This means that for
claims may be confiscated not only company property, but also personal property. A similar outcome happens
and in case of bankruptcy for other reasons. All this puts the sole proprietor in a risky position.

For these reasons, individual enterprises are short-lived, most of them are start-up firms, as well as such specific establishments as shops and farms, which remain efficient due to the small scale of production. According to some data, on average, out of 10 emerging firms, 7 cease their activities within 5 years.

Unlimited liability is the main disadvantage of sole proprietorship.Therefore, the owners of private firms in the XVII - XVIII centuries. "Let's go to the trick" - they introduced the so-called limited liability (Ltd - limited). The firm becomes an organization that includes a certain number of people. What does limited liability mean? This means that if a company is indebted to someone and cannot pay its debts, then in this case it is possible to sue only the company, but not its members. What will you have to pay in this case? Only what the company owns. Specific forms of such enterprises (limited liability partnerships) are discussed below.

2. Partnership (partnership) . This firm is like a sole proprietorship in every respect, except that it has more than one owner. AT full partnership all partners have unlimited liability. They are jointly liable for the obligations of the partnership. Persons who have joined an already existing partnership are liable, along with the old members, for all debts, including those that arose earlier, prior to their entry into this partnership.

In most cases, general partnerships are formed by legal entities (large enterprises). An agreement on their joint activities in any area can already be considered as the formation of such a partnership. In such cases, neither the charter nor even the registration of the partnership is required.

Overcoming in a certain sense the financial and material limitations of sole proprietorship, partnerships create some new inconveniences and difficulties. First of all, this refers to the selection of partners. Since one of the partners may bind the partnership with certain obligations, partners should be carefully selected. In most cases there is a formal agreement, or partnership agreement; it defines the powers of each partner, the distribution of profits, the total amount of capital invested by partners, the procedure for attracting new partners and the procedure for re-registration of the partnership in the event of the death of any of the partners or his withdrawal from the partnership. Legally, a partnership ceases to exist if one of the partners dies or withdraws from it. In such cases, it is rather difficult to resolve all issues and restore partnership.

For the reasons mentioned, many consider partnership is an unattractive form of business organization.

In partnerships, the decision-making process is also difficult, since the most important of them must be taken by a majority vote. To simplify the decision-making process, partnerships establish a certain hierarchy, dividing partners into two or more categories according to the degree of importance of the decision that each partner can make. It also defines the cases in which he must transfer decision-making power to the firm.

A modified form of a full partnership is a mixed (limited) partnership. Its main feature is that along with one or more participants who are liable to the creditors of the partnership with all their property, there is one or more participants whose liability is limited to their contribution to the capital of the company. Those participants who are responsible for the risk with all their property are internal members of the society and are called full partners, or complementaries. The rest, who risk only within the limits of their contribution, are external participants (contributors) and are called limited partners.

As a rule, complementaries are in charge of affairs in a limited partnership. They lead society and represent it. Contributing partners do not participate in commercial transactions. They are, strictly speaking, the partnership's investors. In terms of internal relationships, the functions of managing a firm are usually carried out with the consent of the limited partners.

Many people are well aware of the names “Johnson, Johnson and Co.”, “Ivanov, sons and Co.”, etc. from history, scientific and fiction literature. These are limited partnerships. In modern conditions, the form of a limited partnership is often used to finance enterprises engaged in real estate transactions.

Limited partnerships in some cases may issue shares in the amount of contributions from external participants. Such participants are called joint-stock limited partners, and the company is called joint-stock limited partner.

For reasons of payment of taxes, a limited liability company may be accepted as the sole complementary partner in a limited partnership. Such education is called limited liability partnership. Its advantage is that from a tax point of view it is a partnership, and from a civil law point of view it makes it possible to transfer unlimited liability to a limited liability company, which becomes the sole bearer of unlimited liability and, as a rule, has only a small capital.

In our country, the form of a mixed limited partnership has not yet become widespread, but it may be useful in some cases.For example,if a private person (persons) who has an idea and a solid enterprise that has decided to take this idea into service, do not have money for its implementation, a mixed partnership is created: a private person enters it with limited liability, an enterprise with a full one. In this case, the enterprise acts as a guarantor for a bank loan, which, under the control of the enterprise, is managed by a private person.

A limited partnership (limited liability company) is an association that is formed on the basis of predetermined contributions of shareholders. Its members (individuals and legal entities) are not responsible for fulfilling the obligations of the society, but risk only within the limits of their contributions. This is the meaning of the concept "limited liability". In the names of foreign companies, and now some of ours, one can often see the word “limited” (abbreviated as Ltd), which means “limited liability”.

In limited liability companies, in most cases there are close relationships between partners. For this reason, they are very suitable for organizing family businesses. If all the property of a society is concentrated in one hand, then it becomes a "society of one person."

In order to establish a limited liability company, it is necessary to conclude memorandum of association, which determines the name of the company, location and direction of the enterprise, as well as indicates the size of the authorized capital and the share participation in it of members of the company.

Minimum authorized capital in different countries it is different: in Austria it is 500 thousand shillings, in Germany 50 thousand marks, in Hungary - 1 million forints,in Russia - 10 thousand rubles , in Ukraine - 869 hryvnia. In addition to cash, it is also possible to establish a company with contributions in the form of material assets (cars, land plots, licenses).

The rights of society members are exercised on meetings of members of the society held at least once or twice a year. The meeting has the right to make the most important decisions, in particular, to approve the annual balance sheet, determine the distribution of profits, draw up an estimate of expenses, elect and re-elect the director of the company, give him instructions on a wide variety of issues. Control over the activities of the company is carried out audit committee(in Western countries - the supervisory board), whose members are appointed by the general meeting.

3. Corporation (according to Russian law - a joint-stock company) is an impersonal enterprise with the right of a legal entity, created in a permissive manner and having authorized capital, divided into a certain number of equal shares - shares.

The main distinguishing feature of this form of business organization is that the joint-stock company operates independently of its owners. The liability of the members of the company, who are called shareholders, is limited to the nominal value of the shares acquired by them.

Limited Liability - Important advantage over sole proprietorship or partnership. A joint stock company may raise funds in its own name without imposing unlimited liability on its members. Consequently, in the event of claims against a joint-stock company, the law prohibits the confiscation of the personal property of its owners.

Shareholders are entitled to a share of the corporation's earnings. The portion of the profit paid to the shareholder is called dividend. The part that is not paid out as dividends is called retained earnings.

Dividends are traditionally calculated as a percentage of the nominal value of a share, and in recent years in some countries - in absolute amounts per share (which is more reasonable). Dividends in the form of shares (“bonus” issues) do not provide for cash payments. In terms of raising new equity capital, dividend income is the main component of the value of such capital.

Another important advantage of the corporation is the right of shareholders to transfer their shares to others(if these are not registered shares). In addition, the corporation continues its activities in the event of the death of individual shareholders, and when one of the shareholders wishes to sell their block of shares.

Joint stock companies are of two types − open and closed.

Stockopen societies distributed in free sale on the terms established by laws and other legal acts. Joint-stock companies of an open type are created in order to collect large capital. The shares of such a company may be listed on the stock exchange. This implies the complete openness of the society and careful control over its activities. An open joint stock company is obliged to annually publish for general information the annual report, balance sheet, profit and loss account.

A joint-stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized closed. Such a company, under Russian law, is not entitled to conduct an open subscription for shares issued by it. The number of participants in a closed joint stock company must not exceed the number established by the law on joint stock companies; otherwise, it is subject to transformation into an open joint-stock company within a year, and after the expiration of this period, to liquidation by judicial procedure, if the number of shareholders is not reduced to the limit established by law.

For these reasons, a closed joint stock company is the most appropriate legal form for enterprises such as medium-sized industrial and commercial organizations that do not require large funds to operate; risky (venture) firms. The latter are created to work out some new commercial idea by a group of people who are ready to finance the enterprise until it becomes clear that it is necessary to raise additional capital through the securities market and become an open joint-stock company. In business practice, closed-type joint-stock companies are much more numerous than open-type companies, although the average amount of capital is noticeably larger for the latter.

Currently, joint-stock companies are the most common form of entrepreneurship, forming a kind of "armature" of the world economy. This is partly due to the fact that their activities are well established in practice.

The first predecessors of joint-stock companies appeared in the 15th-16th centuries, whenbanks of St. George in Genoa and St. Ambrose in Milan. In the 17th century large trading companies arose: the Dutch East India Company (1600), the French "Company des End Oxidantal" (1628). By this time, the concept of “share”, so well-known today, appeared for the first time in the charter of the Dutch East India Company, the participants of which were called shareholders.

The joint-stock form received the greatest development with the transition to capitalism.In pre-revolutionary Russia it was also well known: the number of joint-stock companies in 1916 numbered in the thousands.

An important reason for the wide distribution of joint-stock companies is the ability to concentrate gigantic capital within their framework, which makes it possible to solve the most complex economic problems. A significant advantage of joint-stock companies in comparison with other types of partnerships is also the presence of a market where you can freely buy or sell securities. All this predetermined the wide distribution of joint-stock companies in industry, trade, banking and insurance, and in other areas of the economy. The only exception is agriculture, where joint-stock companies, due to the specifics of the industry, have not been widely developed. In the US alone, there are now over 3 million corporations that produce most of the country's gross national product.

One of the disadvantages of a joint-stock company can be considered a procedure for paying taxes, providing for double taxation: taxes on profits, which reduce the amount of income due to shareholders, and taxes on dividends received by shareholders.

Less important disadvantages are time spent on registering a joint-stock company and bureaucratic procedures that must be passed in the process of creating a society.

By its economic nature, method of organization and activity, a joint-stock company is a form of collective entrepreneurship. However, the division of the authorized capital into a certain number of equal shares (shares), which can be acquired by different persons, gives the joint-stock form the character of a private corporate enterprise.

cooperative - this is a society whose activities are aimed, in principle, not at generating income, but at providing assistance and assistance to members of the society.

The founders of modern cooperatives are considered 28 workers from the city of Rochdale (England). In 1844, saving a few pence a week, they raised an initial capital of £28, with which they rented a shop and began a small trade in flour, oatmeal, sugar, butter and candles. The profit from this enterprise was divided among the members in proportion to the number of their purchases.

Such societies are called consumer cooperative societies. Along with them, there are production cooperative societies created by producers. In Russia, cooperatives have become widespread primarily in production activities, in the service sector and in the trade and intermediary field. The cooperative form of entrepreneurship is characterized by the establishment close connection of the members of the cooperative with the cooperative itself. The cooperative is a legal entity, and therefore a subject of law.

In modern business practice, turnover cooperatives occupy a relatively small share, although they are common in many countries. This is explained by a number of circumstances, and above all by the fact that cooperative enterprises tend to "decapitalization" of income, which reduces production efficiency, hinders the innovation process, and hinders structural transformations.

On the other hand, this form has clear advantages, among which one of the most important is high motivation due to the unity of property and labor. But it works only if instead of the impersonal "collective property", which, in essence, means the property of the collective, there is the property of the members of this collective. In the United States, for example, the term "employee property" is used to characterize such enterprises. It is much more accurate, since the property of an employee is a kind of private property, which differs from classical private property in that the owner must simultaneously work in the enterprise, of which he is a co-owner, and there is a certain mechanism that ensures his participation in the management of the enterprise.

It should be noted that in the United States, not state, but private property is transformed into the property of workers. Moreover, this process is encouraged in every possible way, since, according to available data, labor productivity in enterprises with employee ownership is on average 10% higher than in other types of enterprises. The US Congress has passed more than 20 federal laws in recent years, in one form or another, primarily through tax incentives that stimulate the development of worker ownership. Now there are more than 11 thousand enterprises in the country that are fully or partially owned by workers. They employ about 12 million people. Several centers have emerged dealing with the problems of workers' property, both in theoretical and purely applied terms.

At the heart of the emergence and development of this kind of collective-private entrepreneurship lies scientific and technological revolution. It caused the development of knowledge-intensive industries, increased the role and proportion of intellectual workers. They cannot be set a rhythm of work with the help of a conveyor, and even the most common control over their work is ineffective. Such workers work with return only when they have the appropriate motivation. The position of the owner best contributes to the emergence of such motivation. As a result, first dozens, and then hundreds and thousands of firms began to appear, sometimes employing only a few people. But this fragmentation is compensated by the fact that an increasing number of people participate in social production not just as hired workers, but as owners with completely different incentives to work.

In large industries, which for technological reasons cannot be divided into small private enterprises, a similar problem is solved by transforming traditional private property into the property of workers. Moreover, the supporters of such a transformation are often the entrepreneurs themselves, who understand that by ceding part of their property to their employees, they increase the efficiency of their work and more than compensate for that part of the profit that they will have to give in the form of dividends to the co-owners who have appeared.

In Russia and other CIS countries, enterprises based on the property of workers are just being created. The attitude towards them in society is ambiguous. Among scientists, for example, there are many critics "people's enterprises", often referring to the Yugoslav experience of "workers' self-government", which, as you know, has not stood the test of time. However, this misses the point: in the Yugoslav experiment, workers' property was neither created nor used. An impersonal collective property dominated there, which did not really belong to either the workers or the state.

The attitude of labor collectives in our country to "people's enterprises" is very friendly, which means that in the course of further privatization they will become widespread. But in order for such enterprises not to become a kind of Soviet collective farms, a comprehensive study of the Western experience of their organization is necessary. And today this experience is not limited to the American one. At one time, the EU Council adopted recommendations on the implementation of programs for the transition to "workers' ownership" (ESOP program) in all Western European countries. As a method of privatization, the ESOP program has also begun to be widely used in Poland, Hungary, the Czech Republic, and Slovakia.

At the same time, it would be a mistake to extend workers' ownership enterprises to the entire economy. Western countries have achieved success in socio-economic and scientific-technical development because they created conditions for the development of various forms of ownership and entrepreneurship. In the same USA, out of 19 million enterprises of various kinds, 70% are enterprises of individual ownership, 10% are partnerships (owned by two or more persons), 20% are corporations or joint-stock companies.

State enterprise . In many countries of the modern world, the active entrepreneur is the state, which owns from 5-10 to 35-40% of the fixed capital. In the former socialist countries, the state owned the vast majority of production assets, which made it, in essence, the only economic entity in the economy.

In the mid-1980s, the share of public sector enterprises in value added was: in Czechoslovakia - 97%, in the GDR - 97,in the USSR - 96, in Yugoslavia - 87, in Hungary - 86, in Poland - 82, in France - 17, in Italy - 14, in Germany - 11, in England - 11, in Denmark - 6, in the USA - 1%.

From the above data it is clear that in the so-called socialist countries the "state economy" dominated, while in the Western world the state was given a relatively limited field of activity. However, by the standards of a market economy, the scale of activity turned out to be too large, which prompted the governments of Western countries to take the path of privatization. This privatization is not as grandiose as in the Eastern European countries and the CIS, but it is important trend towards expansion of the non-state economy.

At the same time, even under these conditions, many state-owned enterprises play a significant role in the national economy, and sometimes are leaders among industrial firms.

For example, in Italythe list of the largest industrial enterprises is headed by state organizations -IRI(active in ferrous metallurgy, shipbuilding and mechanical engineering, aviation, automotive, electronic, electrical and other industries, sea and air transport, telephone and telegraph communications, radio and television broadcasting), ENI(oil and gas production, trade in petroleum products);in France - "Elf-Akiten"(extraction and refining of oil, production of petroleum products, chemical industry, healthcare, perfumery and cosmetics), Renault(produces cars and trucks, sports cars) ; in Finland - "Neste" (oil refining and retail trade in petroleum products).

Thus, the existence of a more or less large public sector in a market economy requires clarification and clarification of some problems of its economic content, emergence and organizational design.

Signs of a state enterprise. A state enterprise is a production unit characterized by two main traits.

First lies in the fact that the property of such an enterprise and its management are fully or partially in the hands of the state and its bodies (associations, ministries, departments); they either own the capital of the enterprise and have undivided authority to dispose of it and make decisions, or they unite with private entrepreneurs, but influence and control them.

Second concerns the motives for the operation of a state enterprise. In its activities, it is guided not only by the search for the greatest profit, but also by the desire to satisfy social needs, which can reduce economic efficiency or even lead in some cases to losses, which, however, are justified.

There is a question that sometimes confuses company owners. This is the organizational and legal form of the company. Although, in a good way, there is nothing complicated in the OPF.

What is OPF

The organizational and legal form (OPF), or as it is sometimes called, “the form of doing business”, is a way of owning and using property (for some, and disposal) fixed by the legislation of the country, and, based on this, the purpose of creating and conducting activities.

Since legal entities can be divided into commercial and non-commercial, the purposes here may differ in:

• Making a profit - for commercial;
• Public interests, education, enlightenment, etc. - for non-commercial.

Commercial legal entities, in turn, are divided into:

• Business partnerships and companies - with the right to own, use and dispose of property;
• Unitary enterprises - with the right of economic management or operational management of property. They cannot manage it.

Let's take an example. The most common case of commercial legal. persons - LLC, or a limited liability company:

• Society - a type of commercial organization, namely a business entity.
• Limited liability - means that the company is liable for its obligations within the limits of its property and authorized capital. True, no one has canceled the subsidiary liability of its controlling persons.

Types of organizational and legal forms

Here it is easier to summarize everything in a table: