PLAN

Introduction. The essence of organizational and legal forms.

Organizational and legal forms of organizations (OPF):

1. Legislative acts of the OPF.

   OPF classification.

   OPF features. Advantages and disadvantages.

The role of the choice of the BPF in the activities of the organization.

Bibliography.

Introduction

The organizational legal form of an organization is called the form of an economic entity, which fixes the method of fixing and using property by an economic entity and its legal status and goals of activity arising from this. Business entities include any legal entities, as well as organizations operating without forming a legal entity, and individual entrepreneurs.

The existence of an OPF gives the entrepreneur the opportunity to identify and consolidate:

entrepreneur status;

determine the organizational and legal unity of the company (the company's management bodies, the boundaries of their legal capacity);

and the mechanism of property liability, which in turn is a mechanism of control by the state and an instrument of influence.

Each country has its own organizational and legal forms of doing business, which have clear characteristics and strictly enforced requirements.

The need to create an OPF and the mandatory registration of individuals and legal entities is associated with the existence of a large number of informal and underground businesses: "underground production", entrepreneurship that does not meet standards, avoids paying taxes, piracy of the brand, etc.

The need to choose an OPF arises whenever:

creation of a new enterprise;

transforming an existing one.

The choice of OPF is a long-term solution and changing the form, as a rule, is associated with serious organizational costs, material and financial losses, loss of suppliers and customers. The reasons for changing the OPF can be: a change in legislation, or a change in the size and volume of production of the company.

Organizational and legal forms of organizations.

Legislative acts of the OPF.

There are the following legislative acts regulating the creation, requirements, liability, reorganization and liquidation of OPF: the Civil Code of the Russian Federation, the All-Russian Classification of Legal Forms, the Federal Laws "On Limited Liability Companies", "On Joint Stock Companies", etc.

Any enterprise as a legal entity in accordance with the Civil Code of the Russian Federation, regardless of the organizational and legal form, has the same rights as other enterprises. The differences lie in the rights of the founders (participants, shareholders) of such enterprises. It is this set of rights of the founder (participant, shareholder) legal entity and determines the choice of one or another organizational and legal form of the enterprise.

OPF classification.

The All-Russian OPF classifier identifies the following main classification groups:

legal entities that are commercial organizations;

legal entities that are non-profit organizations;

organizations without the rights of a legal entity;

individual entrepreneurs.

Based on the goals of entrepreneurial activity, business entities that are legal entities are divided into organizations that pursue profit as the main goal of their activities ( commercial organizations ) or do not have profit making as such a goal and do not distribute the profit received among the participants ( non-profit organizations ).

Legal entities that are commercial organizations may be created in the form of economic partnerships and companies, production cooperatives, state and municipal unitary enterprises.

Legal entities that are non-profit organizations may be created in the form of consumer cooperatives, public or religious organizations, institutions, charitable and other foundations, as well as in other forms provided for by law (non-profit partnerships, autonomous non-profit organizations, branches of foreign non-profit non-governmental organizations, etc.). d.).

To business entities that are not legal entities, but have the right to carry out their activities without formation of a legal entity , include mutual investment funds, representative offices, branches and other separate subdivisions of legal entities, peasant ( farms) (since January 1, 2010), as well as simple partnerships.

To individual entrepreneurs include citizens who carry out their activities without forming a legal entity.

Figure 1. presents a diagram of the organizational and legal forms that exist today in Russian Federation.

Figure 1. Organizational legal forms RF.

OPF features. Advantages and disadvantages.

Using the scheme shown in Figure 1, we will characterize the existing organizational and legal forms.

I . Commercial organizations - organizations whose main goal is to make a profit and distribute it among the participants. These include:

a) Business partnerships- to commercial organizations in which contributions to the share capital are divided into shares of the founders. A distinction is made between a general partnership and a partnership in faith.

General partnership ( Fri) - a partnership whose participants (general partners) on behalf of the partnership are engaged in entrepreneurial activities and are liable for its obligations not only with their contributions to the share capital of the PT, but also with their property.

Pros and cons: Participants of the PT must be highly qualified and enjoy mutual trust. If these requirements are met, management has a high efficiency and effectiveness. If participants do not meet these requirements, then there is a high probability of various kinds of negative consequences.

Faith Partnership (TNV) - a partnership in which, along with general partners, there is at least one participant of a different type - a contributor (limited partner), who does not participate in entrepreneurial activities and bears risk only within the limits of his contribution to the share capital of TNV.

Pros and cons: Management is efficient. General partners must be like-minded, enjoy the trust of investors, have high qualifications and a developed sense of responsibility. Otherwise, there is a high probability of various kinds of negative consequences.

b) Business companies -to commercial organizations in which contributions to the authorized capital are divided into shares of the founders. Exist:

Society with limited liability(OOO) - an economic company, the participants of which are not liable for its obligations and bear the risk only within the limits of their contributions to the authorized capital. Provides one type of membership - member. It can be an individual or a legal entity (their possible number is from 1 to 50). Controls: general meeting participants, management. The number of votes by agreement of the participants is specified in the constituent documents (recommendation: in proportion to the share in authorized capital). Participants bear the risk of losses within the value of their contributions to the authorized capital of the company. The profit allocated for dividends is distributed among the participants in proportion to their shares in the authorized capital. Upon withdrawal, the participant has the right: to receive a share in money, in kind, to transfer part of it or all of it to another person (participants in this have an advantage over third parties).

Pros and cons: If the number of participants exceeds 15-20, then the sense of ownership and efficiency of management are reduced. An LLC is preferable if the participants do not want to transfer all management rights to a narrow circle of people. The fact of material liability for obligations within the limits of the company's property reduces the interest for creditors.

Additional Liability Company (ALC) - an economic company, the participants of which jointly and severally 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.

Pros and cons: Responsibility for the obligations of the bankrupt participant is transferred to other participants. ODO is preferable if the participants are highly qualified and trust each other. The high responsibility of the participants contributes to the improvement of the quality of their activities, the growth of trust in them by other organizations.

Open Joint Stock Company (OJSC) - a business company, the authorized capital of which is divided into a certain number of shares, the owners of which can alienate their part without the consent of other shareholders. Shareholders bear risk only to the extent of the value of their shares. Governing bodies: general meeting of shareholders, supervisory board, board (management) headed by the chairman (director). The share of preferred (non-voting) shares must not exceed 25%. Dividend profit is distributed among shareholders in proportion to the number of shares they own.

Pros and cons: The number of shareholders is not limited. Preferred if it is necessary to make large capital investments (by attracting potential investors to the participants).

Closed Joint Stock Company (CJSC) - a joint-stock company, whose shares are distributed only among its founders or other predetermined circle of persons. Shareholders of a CJSC have a pre-emptive right to acquire shares sold by its other shareholders. Shareholders bear risk only to the extent of the value of their shares.

Pros and cons: This form is preferable if: participants do not want to entrust management to a narrow circle of qualified employees (or if there are none); Participants want to limit their composition to a predetermined circle of people.

in)Production cooperatives- d voluntary association of citizens on the basis of membership for a joint production or other economic activity based on personal labor participation and the association of property share contributions by its members (to the cooperative's share fund):

Agricultural artel (collective farm) (SPK) - a cooperative created for the production of agricultural products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (has the right to vote only in certain cases provided for by law).

Pros and cons: The number of participants is limited only by the lower limit - 5 people. If the number of participants exceeds 15-20, then the sense of ownership decreases. SPC is preferred if participants do not want to entrust management to a narrow circle of skilled workers (or if there are none). Management is not efficient enough. Each participant, regardless of the size of the contribution, has 1 vote (the risk is not proportional to the contribution).

Fishing artel (collective farm) (RPK) - a cooperative established for the production of fish products. It provides for 2 types of membership: a member of a cooperative (works in a cooperative and has the right to vote); associate member (the right to vote is vested only in certain cases provided for by law).

Cooperative farm (koopkhoz) (SKH) - a cooperative created by the heads of peasant farms and (or) citizens running personal subsidiary plots for joint activities in the production of agricultural products based on personal labor participation and the pooling of their property shares (land plots of peasant farms and private household plots remain in their ownership).

G) Unitary enterprises- An enterprise is recognized as a unitary enterprise that is not endowed with the right of ownership of the property assigned to it by the owner. Only state and municipal enterprises can be unitary:

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

Pros and cons: The enterprise can receive assistance from the state. However, the management and other employees of the enterprise will not be sufficiently interested in efficient work. PCUs are generally unable to compete with private enterprises.

Municipal enterprise (MP)- unitary enterprise based on the law economic management and created on the basis of state or municipal property. Created by decision of the authorized government agency or body local government.

Pros and cons: similar to GKP.

II . Not commercial organizations - organizations that do not pursue the goal of making a profit and do not distribute the profits received among the participants:

Consumer Cooperative (PC) - 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 pooling property shares by its members. Provides 2 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).

Public and religious organizations - voluntary association of citizens on the basis of common interests to meet spiritual or other non-material needs. The right to carry out entrepreneurial activities only to achieve the goals of the organization. Participants do not retain ownership of the property transferred to the organization.

Funds - 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).

Institutions - 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.

III . Associations of legal entities - associations (unions) created by legal entities in order to coordinate business activities and protect their property interests. Association members retain their independence and the rights of a legal entity.

The role of the choice of the BPF in the activities of the organization.

When choosing the organizational and legal form of a future enterprise, it is necessary to take into account their features, so as not to find out later that in order to conduct any business transaction or solve a certain problem, it is necessary to re-register the company.

To select the OPF, the following aspects of the future enterprise should be taken into account:

Goals and activities, the possibility of making a profit;

• Profit distribution;

• Responsibility of founders (participants);

• Taxation;

• Accounting and reporting;

• The minimum size of the property of the organization;

• The possibility of participants to receive part of the property of the organization upon exit from it and upon its liquidation;

• Type of management and number of enterprises.

Thus, the choice of legal form plays an important role not only in the process of registration of legal entities, but also in the further functioning of enterprises. The convenience of managing an organization, the protection of investments, the confidentiality of information about the founders, and much more directly depend on the correct selection of the legal form. Organizational - legal forms enterprises (4)Abstract >> Economic theory

Organizational and legal form is a form of business organization, fixed in a legal way. It defines responsibility for obligations, the right to deal on behalf of the enterprise, the management structure and other features of the economic activity of enterprises. The system of organizational and legal forms used in Russia is reflected in the Civil Code of the Russian Federation, as well as in the regulations. It includes two forms of unincorporated entrepreneurship, seven types of commercial organizations and seven types of non-profit organizations.

Let us consider in more detail the organizational and legal forms of legal entities that are commercial organizations. Entity - an organization that has separate property in ownership, economic management and operational management, is liable for its obligations with this property and can acquire and exercise property rights and incur obligations on its own behalf.

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

Economic partnership is an association of persons directly involved in the activities of the partnership, with the share capital divided into shares of the founders. The founders of a partnership may be members of only one partnership.

Complete a partnership is recognized, the participants of which (general partners) are engaged in entrepreneurial activities on behalf of the partnership. If the property of the partnership is insufficient to pay off its debts, creditors have the right to demand satisfaction of claims from the personal property of any of its participants. Therefore, the activity of the partnership is based on the personal and trusting relationships of all participants, the loss of which entails the termination of the partnership. The profits and losses of the partnership are distributed among its participants in proportion to their shares in the share capital.

Faith partnership (limited partnership) - a kind of general partnership, an intermediate form between a general partnership and a limited liability company. It consists of two categories of participants:

• general partners carry out entrepreneurial activity on behalf of the partnership and are fully and jointly and severally liable for obligations with all their property;
• contributors make contributions to the property of the partnership and bear the risk of losses associated with the activities of the partnership within the limits of the amounts of contributions to the property.

Economical society Unlike a partnership, it is an association of capital. The founders are not required to directly participate in the affairs of the company, members of the company can simultaneously participate in property contributions in several companies.

Limited Liability Company (LLC) - an organization created by agreement between legal entities and citizens by combining their contributions for the purpose of carrying out economic activities. Mandatory personal participation of members in the affairs of the LLC is not required. Members of an LLC are not liable for its obligations and bear the risk of losses associated with the activities of the LLC to the extent of the value of their contributions. The number of participants in an LLC should not exceed 50.

Additional Liability Company (ALC) - a type of LLC, therefore, all general rules OOO. The peculiarity of the ALC is that if the property of this company is insufficient to satisfy the claims of its creditors, the participants in the company can be held liable, and jointly and severally with each other.

Joint Stock Company (JSC) - a commercial organization, the authorized capital of which is divided into a certain number of shares; JSC participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. Open Joint Stock Company (OJSC) - a company whose members can alienate their shares without the consent of other members of the company. Such a company has the right to conduct an open subscription for shares issued by it in cases established by the Charter. Closed Joint Stock Company (CJSC) - a company whose shares are distributed only among its founders or other specific circle of persons. CJSC is not entitled to conduct an open subscription for its shares or otherwise offer them to an unlimited number of persons.

Production cooperative (artel) (PC) - voluntary association of citizens for joint activities based on their personal labor or other participation and the association of property shares by its members. The profit of the cooperative is distributed among its members in accordance with their labor participation, unless otherwise provided by the charter of the PC.

unitary enterprise - a commercial organization that is not endowed with the right of ownership of the property assigned to it. The property is indivisible and cannot be distributed among contributions (shares, shares), including between employees of the enterprise. It is respectively in state or municipal ownership and is assigned to a unitary enterprise only on a limited property right (economic management or operational management).

unitary enterprise on the right of economic management - an enterprise that is created by decision of a state body or local government. The property transferred to the unitary enterprise is credited to its balance sheet, and the owner does not have the rights of possession and use in relation to this property.

unitary enterprise on the right of operational management - This is a federal state-owned enterprise, which is created by decision of the Government of the Russian Federation on the basis of property that is in federal ownership. State-owned enterprises are not entitled to dispose of movable and immovable property without special permission from the owner. The Russian Federation is liable for the obligations of a state-owned enterprise.

Do you know what the corporate name of the organization is?

Few people understand the correct current legislation, including in the field of corporate law and that's why a lot of people have problems. The current Federal Law of February 8, 1998 N 14-FZ (as amended on June 29, 2015) "On Limited Liability Companies" in Article 4 (Company name of the company and its location) defines only the following criteria for the company name of the organization:

1st: The company must have a full and have the right to have an abbreviated company name in Russian.

2nd: The Company is also entitled to have a full and (or) abbreviated company name in the languages ​​of the peoples of the Russian Federation and (or) foreign languages.

3rd: The full corporate name of the company in Russian must contain the full name of the company and the words "limited liability".

4th: The abbreviated corporate name of the company in Russian must contain the full or abbreviated name of the company and the words "limited liability" or the abbreviation LLC.

5th: The trade name of the company in Russian and in the languages ​​of the peoples of the Russian Federation may contain foreign borrowings in Russian transcription or in transcriptions of the languages ​​of the peoples of the Russian Federation, with the exception of terms and abbreviations that reflect the organizational and legal form of the company.

It follows that:

a) the company must have: full company name;

b) the company must contain: the full name of the company and the words "limited liability";

in) the company has the right to have: an abbreviated company name;

G) the company must contain: the abbreviated name of the company and the words "limited liability" or the abbreviation LLC.

Therefore, the corporate name of the company should look like this, but not as we are all used to (Romashka LLC or Romashka Limited Liability Company):

An example of the full name of the company:

"Chamomile Limited Liability".

An example of the abbreviated name of the company:

"Romashka Limited" or "Romashka LLC".

According to paragraph 4 of Art. 54 Civil Code RF, we quote:

A legal entity that is a commercial organization must have a company name.

The requirements for a company name are established by this Code and other laws. The rights to a trade name are determined in accordance with the rules of Section VII of this Code.

As for the rules of Section VII of the Civil Code of the Russian Federation, it is specified here by subparagraph 13 of paragraph 1 of Article 1225 (Protected results of intellectual activity and means of individualization), we quote:

1. The results of intellectual activity and equated means of individualization of legal entities, goods, works, services and enterprises that are granted legal protection (intellectual property) are:
…
13) trade names;
…

Agree that at least a strange definition was given by the legislator when formulating the corporate name of an organization, namely, the concept of a corporate name is not fully defined. In addition, if you continue to engage in the analysis of the current legislation, then most of the existing LLCs can be officially closed or recover funds from them for duplication (use) of the company name. After all, in fact, paragraph 6 of Article 1252 of the Civil Code of the Russian Federation says this, we quote:

6. If various means of individualization (company name, trademark, service mark, commercial designation) turn out to be identical or similar to the degree of confusion, and as a result of such identity or similarity, consumers and (or) contractors may be misled, the means of individualization shall prevail, an exclusive right to which arose earlier, or in cases of establishing a convention or exhibition priority, a means of individualization that has an earlier priority.

If the means of individualization and the industrial design are identical or confusingly similar and as a result of such identity or similarity consumers and (or) contractors may be misled, the advantage is given to the means of individualization or the industrial design, the exclusive right in respect of which arose earlier, or in in cases of establishing a convention, exhibition or other priority, a means of individualization or an industrial design, in respect of which an earlier priority has been established.

The holder of such an exclusive right, in accordance with the procedure established by this Code, may demand that the provision of legal protection trademark, service mark, invalidation of a patent for an industrial design, or a complete or partial prohibition of the use of a trade name or commercial designation.

For the purposes of this paragraph, a partial prohibition of use means:

in relation to the company name, the prohibition of its use in certain types of activities;

in relation to a commercial designation, the prohibition of its use within a certain territory and (or) in certain types of activities.

In this regard, it can be assumed or even argued that when drafting bills:

First- people who do not know jurisprudence are engaged;

Second- no one ever takes into account grammar, vocabulary, phonetics and other rules of the Russian language, i.e. the bill has not been scrutinized by linguists.

Do you know what the legal form of an organization is?

We are used to the fact that when registering an organization, it is required to correctly indicate the organizational and legal form of the organization, but no one really understands that in the current legislation of the Russian Federation you will not often find a clear description of what the organizational and legal form of an organization is, and this was written a little higher in this article.

To make it more clear to everyone what we are trying to talk about here, we will give an example from open sources, namely, we will give definitions:

Organizational and legal form of an economic entity - a form of an economic entity recognized by the legislation of a particular country, fixing the method of fixing and using property by an economic entity and its legal status and purpose of the activity.

Term(from lat. terminus- limit, border) - a word or phrase that is the name of some concept of some area of ​​science, technology, art, and so on.

Abbreviations(ital. abbreviation from lat. brevis- short) are divided into compound words and initial abbreviations. Compound word- this is a word made up of abbreviated initial elements (morphemes) of a phrase. Initial types of compound words or acronyms- these are words formed by adding the initial letters of words or initial sounds, in turn are divided into alphabetic abbreviations, sound and alpha-sound.

Letter abbreviation- is made up of the alphabetic names of the initial letters of the words that form the original phrase.

Based on the above circumstances, it turns out that the legal form of the organization is also not provided for by the legislator, i.e. not determined. Therefore, as they say: "the topic is not fully disclosed."

As for federal law dated 12/26/1995 N 208-FZ (as amended on 06/29/2015) "On joint-stock companies", so here everything is in order with this, we quote:

1.The company must have a full and have the right to have an abbreviated company name in Russian. The Company is also entitled to have a full and (or) abbreviated company name in the languages ​​of the peoples of the Russian Federation and (or) foreign languages.

Full corporate name of the company in Russian must contain the full name of the company and an indication of its organizational and legal form is a joint-stock company , and the full corporate name of a public company in Russian is also an indication that the company is public. The abbreviated corporate name of the company in Russian must contain the full or abbreviated name of the company and the words "joint stock company" or the abbreviation "JSC", and the abbreviated corporate name of the public company in Russian - the full or abbreviated name of the public company and the words "public joint stock company" or abbreviation PAO.

By the way, do you know what "location" and "location" are?

In what cases is “location” used separately, and when is it used together (“location”)? And is it right?

Location- a place where someone or something is located;

Location- a place where someone or something was found.

If it turned out to be wrong about the description of the terminology “location” and “location”, then I am ready to place an official refutation of what was written if it is officially provided by the Federal State budget institution Sciences Institute of Linguistics Russian Academy Sciences.

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, 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 is a type of commercial organization, namely economic society.
• 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:

The organizational and legal form of the enterprise fixes the property and the nature of its use, from which it subsequently follows legal status organizations.

Thus, the organizational and legal forms of enterprises determine the legal status and nature of entrepreneurial activity.

In our country, there is a classifier of organizational and legal forms (OKOPF), according to which each form is assigned a digital code.

Classification and types of organizational and legal forms

Depending on the nature of the enterprise, OPF can be divided into:

• commercial organizations (enterprises);
• non-profit organizations;
• organizations without forming a legal entity;
• state and municipal organizations;
• state and unitary enterprises.

At present, there are four types of organizational and legal forms for enterprises conducting commercial activities:

1. partnerships;
2. society;
3. joint-stock companies;
4. unitary enterprises.

For non-profit organizations:

• consumer cooperatives;
• public associations, movements and organizations;
• foundations and non-profit partnerships;
• partnerships (gardening, country, homeowners);
• associations and unions;
• non-profit autonomous organizations.

For enterprises that do not form a legal entity, the following types OPF:

• PIF - mutual investment funds;
• simple partnerships;
• branches, representative offices;
• individual entrepreneurship;
• farming (peasant) farms.

Criteria for choosing an organizational and legal form

In addition to the nature of the main activity of the enterprise, a number of other factors also influence the choice of organizational and legal form. Among the most significant are:

• organizational and technical;
• social and economic.

In the first case, the choice of form is carried out based on the number of founders and their characteristics, the scope commercial activities, the nature and novelty of the product being produced, in the second - volumes start-up capital and personal characteristics of both the entrepreneur and his team.

In addition, the choice of the form of the enterprise is limited by the current legislation. So, for example, commercial organizations that have the status of a legal entity have the opportunity to be created only in the form of a partnership of any type, a company (limited liability, open, closed type).

The scale of the enterprise is also important. So, for small enterprises of small, medium-sized businesses, it is optimal to make a choice in favor of joint-stock company closed type. In this case, the sale of shares is carried out only within a narrow circle of people, as a rule, the founders of the company. An open type of company implies the possibility of selling shares to a wide range of people. This type of legal form is beneficial for a large-scale enterprise with a wide branch network, for example, large banks in the country.

Also, when choosing a form of enterprise, the size of the authorized capital is also important. So for CJSC it is 100 units of the minimum wage, for OJSC - 1000 units of the minimum wage.