First of all, enterprises are divided into two types depending on which property prevails: public or private.

First type. State and municipal enterprises . Their totality represents the public sector of the economy.

Second type. Sole proprietorship, partnerships, joint-stock companies, mixed enterprises, cooperatives. They make up the private sector of the economy.

Enterprises of the private sector of the economy differ depending on whether one or more persons are the owners of the enterprise, on responsibility for the activities of the enterprise, on the method of including individual capitals in the total capital of the enterprise.

Liability is either limited or unlimited. Limited liability means that persons who have invested their funds in the enterprise are liable for the obligations of the enterprise only within the limits of their contributions.

Unlimited Liability means that persons who have invested their funds in the enterprise are jointly liable for the obligations of the enterprise with all their property.

Let's say two people invest $1 million each in joint ventures. The total capital of the enterprise is 2 million dollars. If the company goes bankrupt with obligations to creditors in the amount of 3 million dollars, then in the case of limited liability, each of the co-owners will have to repay debt obligations in the amount of not more than 1 million dollars, i.e. . the size of your contribution. With unlimited liability, both owners will have to part with the amount of $3 million. If one can only pay $1 million, then the other owner of the enterprise will have to pay $2 million.

What are the organizational forms of private sector enterprises?

Individual (family) private enterprise based on the personal property of citizens. It is owned by one family (one person) who receives all the income and bears all the risk from the results economic activity.

Advantages: there are no problems with the division of profits, the taxation system is simpler, tax benefits are possible. Cons: small size start-up capital, difficulties in obtaining a bank loan, it is difficult to start a big business.

General partnership based on shared (share) ownership of members, is not a legal entity. All members of the partnership bear full responsibility with all their personal property for the results of economic activity. The profit received by the partnership at the end of the financial year is divided among the participants in accordance with contributions to the authorized capital.

Advantages: the possibility of accumulating significant funds in a relatively short time; mobility in areas of investment, application diversification- investment in various industries economy.

Disadvantages: difficulties in dividing profits between the participants of the partnership; lack of tax incentives.

Mixed partnership also based on shared ownership. A mixed partnership includes full members, who are fully jointly liable for the obligation, and contributor members, who are liable only to the extent of their contribution. A mixed partnership is a legal entity. IN international practice such partnership is called limited. Its real members are complementary, and members - contributors - commandites. A limited partnership consists of at least one complementary partner, who is the leader, and one limited partner. Advantages: everyone who wants to invest their capital, but does not want to participate in management, can be involved in participation, for example, people retirement age or employed in other forms of business.

Limited liability partnership (closed joint-stock company) - its authorized capital formed only at the expense of the contributions of the founders. Each participant is responsible for its obligations within the limits of its contributions. The contribution of the participant is his share, the share of the share in authorized capital determines the share of the participant in the profit. Main Feature is a prohibition on the sale by participants of their shares on the open market.

Open Joint Stock Company is an enterprise cash which are formed by pooling the funds of many participants through the issuance and sale of shares. The owners of shares can be both legal entities - the state, enterprises, organizations, and individual citizens.

The financial and economic liability of shareholders (co-owners of the enterprise) for the obligations and losses of the enterprise is limited to the amount of their owners in the capital of the company.

Directions and nature of activity joint-stock company may be different, the common goal is to make a profit.

Business associations, created by enterprises voluntarily on the basis of an agreement (intercompany agreement) in the form of a union, association, concern, intersectoral or territorial associations.

Advantages: reduced capital costs and risk, acquisition of a production base or sources of raw materials, lower production costs.

Disadvantages: the emergence of a bureaucratic elite, loss of flexibility, contradictions in the internal structure.

An enterprise created on the basis of rent and purchase of property labor collectives. This is a former state-owned enterprise that entered into a lease agreement with higher authorities, paid rent and accumulated its own profit. Currently, such an enterprise has the right to buy property from the state and form a partnership or joint-stock company.

These are the main organizational and legal forms of enterprises.

Second important point, which is fixed in the organizational and legal form of the company is the nature of property liability: unlimited or limited property liability.

Unlimited Property Liability- this is a situation when the risk of fulfilling the obligations assumed by the enterprise falls on all the property of its owner (including personal property. The institution of unlimited property liability was dominant in a market economy until the 20th century.

All property of the business owner within the framework of unlimited property liability (movable and immovable, tangible and intangible) served as a cover for his obligations both in relation to the clientele, and in relation to the state and hired personnel. The excess of the obligations of the entrepreneur over the property (assets) at his disposal meant insolvency, which gave creditors grounds to initiate a formal bankruptcy procedure. After the sale of property under the hammer as a result of bankruptcy, the balance of the debt had to be covered by credible guarantors, otherwise the owner of the enterprise would end up in a debtor's prison. Such a strict legal regime extended to the vast majority economic activity in the 19th - early 20th centuries. All this was inevitable in the context of intuitive business, asymmetric partner relationships, short-term ties and weakness. legal regulation. In such obligations, inevitably, the risk of non-fulfillment by entrepreneurs of their obligations was very high. And unlimited property liability and retaliation state regulation entrepreneurial activities served as a guarantee of the performance of contracts and credit obligations.

Another important mechanism for ensuring the fulfillment of obligations of entrepreneurs to each other was personal and family relations between business partners. Unlimited property liability, strict criminal regulation and clan relationships - all this served as a guarantee of the entrepreneur's integrity and insurance against the entrepreneur's failure to fulfill his obligations.

These features of the regulation of entrepreneurial "honesty" are not only historical facts. To one degree or another, to a greater or lesser extent, they arise in all countries beginning the transition to market economy and operating in an intuitive business environment. Similar phenomena exist in developing countries and in former socialist countries. Even in developed countries, on the periphery of the legal economy, shadow and penumbral forms of business constantly appear that have similar mechanisms for reducing entrepreneurial risks.

Unlimited Liability - English Unlimited Liability, is the level of responsibility that the owner or investor has regarding the function of running the business. When his liability is unlimited, there is a chance that the personal assets of the co-owners of the business can be used to pay off debt obligations or lawsuits brought against the company. This means that owners and investors associated with an unlimited company could lose all of their property in the event of default.

However, there are some differences in the level of responsibility of the owner and investors in this type of legal organization. The owner always bears full responsibility. Thus, all the personal assets of the owner can be realized to pay for legal disputes or outstanding debt obligations of the company, if they arose as a result of its activities. On the contrary, most countries have laws that protect investors from such claims unless the company goes through a liquidation bankruptcy procedure. From the date of the bankruptcy filing, current investors and any other investors who sold their shares in the previous twelve months are also held liable for the corporation's debt obligations.

Corporation with unlimited liability ( English Unlimited Liability Corporation,ULC) is significantly different from the more well-known legal organizational form "limited liability company" ( English Limited Liability Company, LLC). In a limited liability company, there are legal restrictions on the obligations of both the owner and shareholders in terms of the ability to use their personal property to pay off the debt obligations of the company. This means that the level of risk associated with operating activities or investing in a limited liability company is somewhat less than that of an unlimited corporation. However, the potential financial result for a corporation with unlimited liability is often higher and can result in substantial profits for all stakeholders.

The intention to enter into a general partnership is a decision that must be considered and carefully weighed. Potential investors should accurately assess Current state company and try to predict the long-term perspective of its activities. At the same time, the investor must determine how much the potential bankruptcy of the company may affect him, when personal property is sold to pay off the debt obligations of the company. If there are any factors that show that the business has a high probability of bankruptcy, and the size of the investor's personal assets is very limited, then best idea there will be a search for other investments that have a lower level of risk.

Thus, anyone who wants to start a business must, first of all, understand all existing laws which regulate the creation and operation of a corporation with unlimited liability. This will determine whether the dream of a new business is worth the possibility of losing all personal property if the business does not become profitable within a reasonable time frame. Professional lawyers can help potential business owners understand the legal differences between a general corporation and a limited company, and help them make the right choice.

Unlimited liabilities, unlimited liability, 45

The trustee bears unlimited property liability for obligations arising from him in connection with the execution of the trust agreement, as well as in cases of damage to the interests of the beneficiary of the trust. The trustee has the right to full reimbursement of the necessary expenses incurred by him related to the exercise of his rights and the fulfillment of obligations arising from the agreement on the establishment of a trust, within the limits of income received by virtue of ownership of the property transferred to him in a trust. He also has the right to receive remuneration in the amount and on the terms established by the contract. The remuneration can be expressed either as a percentage of the income received from the trust, or in a fixed amount, or in the form of a right realized after the termination of the agreement on the establishment of the trust - an option to acquire part of the property that it owns by virtue of the existence of the agreement.

Individual entrepreneurs and (or) commercial organizations can be founders and at the same time participants in a general partnership, and the number of participants (general partners) must be at least two. The main feature of this form of business organization is the unlimited joint and several liability of the participants for the obligations of the partnership, in other words, if the property of the partnership is insufficient to pay off the claims of creditors, recovery can be levied on the personal property of general partners.

In a limited partnership, the liability of some partners (limited partners) is allowed solely within the limits of their contribution. The two main requirements for such a partnership are the presence of at least one general (general) partner (carrying unlimited liability for the obligations of the partnership) and the lack of voting rights for limited partners. Profits derived from the economic activities of the partnership are not taxed. After its distribution among partners, it is subject to taxation as the personal income of the owners.

A partnership is like a sole proprietorship in all respects except that in a partnership there is more than one owner. In a general partnership, all partners have unlimited liability. They are jointly liable for the obligations of the partnership. Since one of the partners may bind the partnership with certain obligations, partners should be chosen carefully. In most cases, there is a formal agreement or partnership agreement that defines the powers of each partner, the distribution of profits, the total amount of capital invested by the partners, the procedure for attracting new partners and the procedure for re-registering the partnership in the event of

At the same time, one general trend can be distinguished, an enterprise that has unlimited property liability for obligations to its creditors, as a rule, is associated with insignificant tax liabilities. An example is a full partnership, the participants of which are jointly and severally liable for the debts of the partnership with all their property. Under current Russian law, it is not recognized as a payer of corporate income tax, which allows it to avoid double taxation of its profits (which usually occurs when dividends are distributed). In addition, a general partnership created by individuals is entitled to a number of benefits for local taxes, property taxation.

Figure 18-5 compares next year's possible returns to creditors and shareholders of the two firms. Differences arise only if the value of the assets of one of the firms in the next year will be less than $1,000. Suppose that in the next year the assets of each company will be worth only $500. In this case, the limited liability company will not fulfill its obligations. Its shareholders will leave the firm and their income will be zero. Lenders will receive assets worth $500. But the shareholders of an unlimited liability firm cannot leave it. They must "squeeze" out of themselves 500 dollars. - the difference between the value of assets and the requirements of bondholders. The debt is paid in any case.

Comparison of limited and unlimited liability of two identical firms. If the assets of these firms are less than $1,000, the shareholders of the limited liability company default and the bondholders of the firm become the owners of its assets The assets of the unlimited liability company remain at the disposal of its shareholders, but they must reach into their wallets to pay the holders bonds. The total return of both shareholders and bondholders of both firms is the same.

We said that bankruptcy is a legal way for a company to be taken over by creditors when the company does not fulfill its obligations. Bankruptcy costs are the costs of using this method. Figure 18-5 does not show any bankruptcy costs at all. Note that only a limited liability company has the ability to default and become bankrupt. But no matter what happens to the value of the assets, the combined returns of the bondholders and shareholders of a limited liability company are always equal to the combined returns of the bondholders and shareholders of an unlimited company. Thus, the total market value of both firms at present (this year) should be the same. Of course, the shares of the first are worth more than the shares of the second due to the fact that the first has the right to default. Accordingly, its debt obligations are cheaper.

When creating T. in the form of a limited number of the shortcomings listed above, it can be overcome. Such a partnership provides for the possibility of having even one partner with unlimited liability, which makes all the major decisions. The rest are partners with limited liability, and therefore, in material terms, their obligations are limited only by personal investments. They are not

KOMPLEMENT ARIA (KOMPLEMENT) - members of a limited partnership who bear unlimited liability with their entire fortune for the obligations of the company.

A partnership may involve two or more owners, each of whom has unlimited liability (like the sole owner of the property) for what may happen in the business, and therefore for the obligations of the firm. In other words, the partner, if necessary, is obliged to pay the company's debts, even from his personal assets, since in this case the principle of unlimited liability of partners applies. Therefore, only a few are ready to become partners and take the risk of losing personal property if the company goes bankrupt. Consequently, firms organized as partnerships are usually of limited size.

Individual firm, private entrepreneurship - a firm owned by one person who owns all its assets and is personally liable for all its obligations (is the subject of unlimited liability).

COMPLETE SOCIETY - its members carry out entrepreneurial activities on behalf of the society as a whole and bear unlimited liability for common debts. In case of insufficiency of the property of the company, which is foreclosed on, its participants shall be jointly and severally liable for obligations with all their property.

UNLIMITED LIABILITY - the obligation to answer for your obligations with all your own property, including personal property.

A company or partnership with unlimited liability is an enterprise or firm with such an organizational and legal form of entrepreneurial activity, in which all members of the company bear unlimited joint and several liability for the obligations of the company with all their property. A contribution to society is everything that anyone can contribute money, property, services, know-how. These contributions are recognized as the common property of the partnership, business is conducted on the basis of this property and with the general consent of all participants. The participants in this society retain legal independence, and the partnership itself is not a legal entity. In such a society, the leadership belongs to private, not collective business. A general partnership is usually used

Unlimited liability - unlimited liability of a private entrepreneur, liability for the obligations of the enterprise with all its property.

General partnership is not recognized as a legal entity, although it has certain properties of legal personality. A general partnership in the United States is formed by law, adopted in most states, where it is defined as the association of two or more persons to conduct business for profit. Any partner in a general partnership is competent to represent other owners and to incur financial obligations. Each member of the general partnership has unlimited personal liability for

A limited partnership in the United States is called a "limited partnership" and corresponds in its position to a limited partnership. In such firms, the activities of one or more participants are carried out as general partner who supervises the activities of the partnership and has unlimited personal liability for the debts, liabilities and other debts of the firm. Other participants - partners with limited liability - do not control the activities of the firm. They are not personally liable for the obligations of the partnership, their obligations are limited to a personal contribution to the capital of the firm. The exit of one of the partners does not stop the activity of the company.

COMPLIMENTARY - a full member of a partnership, company, bearing unlimited property liability for their obligations.

O.v.s. is liable for its obligations with all assets. Members of the company are not personally liable for the debts of the company. In O.v.s. instead of

UNLIMITED LIABILITY

(unlimited liability) Unlimited liability in relation to the obligations of the company on the part of individuals or business organizations. It is contrasted with limited liability, in which the shareholders of a limited liability company are not liable for its obligations if they own fully paid shares. Unlimited liability in business makes it difficult to raise capital for large and complex venture enterprises because without the protection provided by limited liability, small investors are wary of investing in a business they don't fully understand and can't control. The recent experience of some members of Lloyd's illustrates the dangers of unlimited liability. Large investors sometimes prefer unlimited liability activities because their reputation makes it relatively easy to obtain relatively cheap loans.

Economy. Dictionary. - M.: "INFRA-M", Publishing house "Ves Mir". J. Black. General editorial staff: Doctor of Economics Osadchaya I.M.. 2000 .

UNLIMITED LIABILITY

the obligation to answer for its obligations with all its own property, including personal property.

Raizberg B.A., Lozovsky L.Sh., Starodubtseva E.B.. Modern economic dictionary. - 2nd ed., corrected. Moscow: INFRA-M. 479 p.. 1999 .

Economic dictionary. 2000 .

See what "UNLIMITED LIABILITY" is in other dictionaries:

- (unlimited liability) The obligation to pay all debts arising in connection with entrepreneurial activity. Unlimited liability occurs when the business is operated by a single owner or takes the form of ... ... Financial vocabulary

See Unlimited Liability Glossary of business terms. Akademik.ru. 2001 ... Glossary of business terms

unlimited liability- Obligation to pay all debts incurred in connection with entrepreneurial activity. Unlimited liability occurs when the business is run by a sole proprietor or is in the form of a partnership. Technical Translator's Handbook

UNLIMITED LIABILITY Legal Encyclopedia

Unlimited Liability - Full responsibility for all debts and other liabilities legal entity. The general partners of a partnership have unlimited liability... Investment dictionary

The obligation of the subject to answer for his obligations with all his own property, including personal property ... encyclopedic Dictionary economics and law