What is commercial? Non-profit organizations include

According to the Civil Code of the Russian Federation, all legal entities are divided into commercial and non-commercial. Commercial legal entities have profit-making as the main purpose of their activities. Non-profit legal entities do not have the main goal of making profit and do not distribute it among participants.

Civil law defines commercial legal entities as:

1) general partnerships;

2) limited partnerships (limited partnerships);

3) limited liability companies;

4) companies with additional liability;

5) joint stock companies;

6) production cooperatives;

7) state and municipal unitary enterprises.

A general partnership is created by participants on the basis of a constituent agreement. General partners carry out entrepreneurial activities on behalf of the partnership and bear joint and several full liability for its debts with all their property. The procedure for managing the partnership is determined by agreement of the private owners (partners). The profits and losses of a general partnership are distributed among its participants in proportion to their shares in the share capital, unless otherwise provided by the constituent agreement or other agreement of the participants.

In a limited partnership, the general partners are liable for the obligations of the partnership with their property and participate in the entrepreneurial activities of the partnership. Along with general partners, a limited partnership has one or more participant-contributors (limited partners), who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the partnership’s business activities. You can be a general partner in only one general partnership or only in one limited partnership. Management of the activities of a limited partnership is carried out by general partners according to the rules of management in a general partnership.

A limited liability company (LLC) is the most common type of commercial organization. A limited liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. Participants in a limited liability company distribute profits among themselves in proportion to the shares contributed to the authorized capital. LLC participants are not liable for the Company's obligations. The property liability of an LLC is limited by the size of its authorized capital. The supreme body of a limited liability company is the general meeting of its participants.

An additional liability company (ALS) is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. The liability of an ODO is higher than that of an LLC. For the obligations of an ALC, not only the company itself is liable in the amount of the authorized capital, but also the participants - with their property in the same multiple of the value of their contributions.

A joint stock company (JSC) is a legal entity whose authorized capital is divided into a certain number of shares of equal value, certifying the obligatory rights of the company's participants in relation to the company. A joint stock company owns separate property, which is accounted for on its independent balance sheet, and can, in its own name, acquire and exercise property and personal non-property rights, and be a plaintiff and defendant in court. The highest governing body of a joint stock company is the general meeting of shareholders. A JSC participant has the number of votes at a meeting of shareholders in proportion to the number of shares held. Profit is also distributed among shareholders in proportion to the number of shares. There are two types of joint stock companies: open (OJSC) and closed (CJSC). In an OJSC, shares can be freely sold by participants to each other or to other persons. In a closed joint stock company, shares cannot be sold without the consent of other shareholders, and shares are distributed only among its founders or other predetermined circle of persons. JSCs whose founders are, in cases established by federal laws, the Russian Federation, a constituent entity of the Russian Federation or a municipal entity, can only be open. In a company with more than 50 shareholders, a board of directors (supervisory board) is created.

A production cooperative (artel) is a voluntary association of citizens on the basis of membership to carry out joint production or other economic activities based on the personal participation of its members and the pooling of property shares by its members. Members of a production cooperative bear subsidiary liability for the obligations of the cooperative in the amount and manner prescribed by the law on production cooperatives. Property owned by a production cooperative is divided into shares of its members in accordance with the charter of the cooperative. The cooperative does not have the right to issue shares. A member of a cooperative has one vote when making decisions by the highest governing body - the general meeting of members of the cooperative.

A unitary enterprise is a commercial organization that is not vested with the right of ownership to the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise. The property of a state or municipal unitary enterprise (SUE and MUP) is respectively in state or municipal ownership and belongs to such an enterprise with the right of economic management or operational management. The management body of a unitary enterprise is the manager, who is appointed by the owner of the property or a body authorized by the owner and is accountable to him. A unitary enterprise is liable for its obligations with all its property. A unitary enterprise is not liable for the obligations of the owner of its property.

2. Non-profit organizations

Non-profit organizations are those that do not have as their main goal making a profit and do not distribute it among participants. They are subjects of commercial law because they can engage in trading activities to achieve their statutory objectives without the goal of making a profit. Non-profit legal entities include:

1) consumer cooperatives;

2) public and religious organizations (associations);

4) institutions;

5) associations of legal entities (associations and unions).

A consumer cooperative is a voluntary association of citizens and legal entities on the basis of membership in order to satisfy the material and other needs of the participants, carried out through the pooling of property shares by its members. Income received by a consumer cooperative from business activities carried out by the cooperative is distributed among its members. Members of a consumer cooperative jointly and severally bear subsidiary liability for its obligations within the limits of the unpaid portion of the additional contribution of each member of the cooperative.

The Foundation is a non-membership non-profit organization established by citizens and (or) legal entities on the basis of voluntary property contributions, pursuing social, charitable, cultural, educational or other socially beneficial goals. The property transferred to the foundation by its founders is the property of the foundation. The founders are not liable for the obligations of the fund they 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 beneficial goals for which the Foundation was created, and in accordance with these goals. To carry out entrepreneurial activities, foundations have the right to create business companies or participate in them.

Institutions-organizations created by the owner to carry out managerial, socio-cultural or other functions of a non-profit nature and financed by him in whole or in part. The institution is responsible for its obligations with the funds at its disposal. If they are insufficient, the owner of the relevant property bears subsidiary liability for his obligations.

Associations and unions are associations of commercial and other organizations for the purpose of coordinating their business activities, as well as representing and protecting common property interests. The association (union) is not responsible for the obligations of its members. Members of an association (union) bear subsidiary liability for its obligations in the amount and in the manner provided for by the constituent documents of the association.

A legal entity is recognized as an organization that has separate property in ownership, economic management or operational management and is liable for its obligations with this property, can, in its own name, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court.

Legal entities must have an independent balance sheet and (or) budget.

In connection with participation in the formation of the property of a legal entity, its founders (participants) may have rights of obligation in relation to this legal entity or proprietary rights to its property.

Legal entities in respect of which their participants have rights of obligations include business partnerships and societies, production and consumer cooperatives.

Legal entities to whose property their founders have ownership or other proprietary rights include state and municipal unitary enterprises, as well as institutions.

Legal entities in respect of which their founders (participants) do not have property rights include public and religious organizations (associations), charitable and other foundations, and associations of legal entities (associations and unions).

Depending on the main purpose of activity (Article 50 of the Civil Code), legal entities are divided into
commercial and non-commercial.

The main purpose of a commercial organization is to generate profit and the possibility of distributing it among participants.

A non-profit organization is an organization that does not have profit as the main goal of its activities and does not distribute the profits received among participants (Clause 1, Article 2 of the Federal Law of January 12, 1996 No. 7-FZ On Non-Profit Organizations).

The classification of legal entities into commercial and non-commercial allows us to identify all types of legal entities, determine (highlight) the legal status of specific groups of them and distinguish between organizations with different types of legal personality, provide for their organizational and legal forms and thereby exclude the possibility of creating organizations not established by law. At the same time, in the legal literature doubts are expressed as to how justified the division of legal entities into commercial and non-profit organizations, which has received legal recognition, is in terms of both the sequence of its implementation and the practical consequences associated with it. Some commercial organizations are endowed with general legal capacity, others with special ones; Not only a commercial organization (except for state-owned enterprises), but also a non-profit organization (consumer cooperative or foundation) can be declared bankrupt; Some cooperatives (production) are commercial organizations, others (consumer) are non-profit, although consumer societies are actively engaged in entrepreneurial activities.

At the same time, it should be recognized that such a division of legal entities is a fundamental step that is of paramount importance in the systematization of all legal entities as participants in civil legal relations.

In paragraph 2 of Art. 50 of the Civil Code contains an exhaustive list of commercial organizations. These include:

1) business partnership:

a) general partnership;

b) limited partnership (limited partnership);

2) business company:

a) limited liability company

b) additional liability company;

c) joint stock company

d) production cooperative (artel)

e) state (municipal) unitary enterprise

Let's take a closer look at the commercial activities of a legal entity.

Business partnerships

Business partnerships in Russian legislation are understood as contractual associations of several persons to jointly conduct business activities under a common name.

Business partnerships can be created in the form of a general partnership and limited partnership (limited partnership) (Clause 2 of Article 66 of the Civil Code of the Russian Federation).

A business partnership, the participants of which jointly and severally bear subsidiary (additional) liability for its obligations with all their property, is called a full partnership. It arises on the basis of an agreement between several participants (general partners), which can only be entrepreneurs - individual or collective.

A feature of a general partnership is that the entrepreneurial activity of its participants is recognized as the activity of the partnership itself, and if there is insufficient property of the partnership to pay off its debts, creditors have the right to demand satisfaction from the personal property of any of the participants or from all general partners (Clause 1 of Article 69 of the Civil Code of the Russian Federation) . The liability of general partners for the debts of the partnership with personal property, in turn, leads to two important consequences.

Firstly, it makes it unnecessary to present any special requirements to the partnership’s share capital, since the most important guarantee of repayment of possible debts becomes the property of each of the partners. Therefore, the law does not require the partnership to have a mandatory minimum of property, although it must have a certain share capital and in fact always has it.

Secondly, it explains the meaning of the mandatory indication in the company name of a general partnership of the names (or company names) of its participants (clause 3 of Article 69 of the Civil Code). Based on this indication, the counterparties of the partnership will also evaluate its potential solvency, taking into account the solvency of individual partners. Therefore, the partnership indicates in its corporate name the names (or business names) of all or the most wealthy participants, adding the words “and company, general partnership.”

The only constituent document of a general partnership is the constituent agreement (Article 70 of the Civil Code of the Russian Federation). In managing the affairs of a partnership, each participant usually has one vote, unless otherwise provided by the constituent agreement: for example, the dependence of the number of votes of a participant on the size of his property contribution. Therefore, in resolving issues of the activities of a general partnership, the unanimity of all its participants is necessary, unless the constituent agreement provides for cases when the decision is made by a majority vote of the partners (clause 1 of Article 70 of the Civil Code of the Russian Federation).

Participants in a general partnership can also agree in the founding agreement on the joint conduct of business activities (if there is a unanimous decision of all participants to complete each partnership transaction) or entrust it to one or more more experienced and authoritative participants (clause 1 of Article 72 of the Civil Code of the Russian Federation). The constituent agreement contains information about the size and composition of the share capital, which provides information about the size of each employee’s share and the procedure for its contribution.

A limited partnership can be considered a type of general partnership. A business partnership consisting of two categories of participants: general partners (complementaries), jointly and severally bearing subsidiary liability for its obligations with their property, and fellow investors (limited partners) who are not liable for the obligations of the enterprise, is called a limited partnership (or limited partnership).

The position of limited partners with full liability is determined according to the general rules on general partnerships and their participants (clause 2 of Article 82 of the Civil Code of the Russian Federation). Accordingly, limited partners are removed from entrepreneurial activity and management of the affairs of the partnership, and retain only the right to receive income on the contribution they make, and therefore they are forced to trust their general partners regarding the appropriateness of using these contributions. Hence the traditional Russian name limited partners - limited partnership (Article 82 of the Civil Code of the Russian Federation).

The only constituent document of a limited partnership, like a general partnership, is the constituent agreement, drawn up and signed only by participants with full civil liability.

A limited partnership is preserved if there is at least one general partner and one investor in it (clause 1 of Article 86 of the Civil Code of the Russian Federation), and if all its investors leave, then the general partners have the right to either decide to liquidate or transform into a general partnership. These rules do not, therefore, exclude participation in such a partnership by a “company of one” as a general partner, and the individual who created it as an investor.

When a limited partnership is liquidated, investors have a priority right over general partners to receive their contributions from the property remaining after satisfaction of other creditors of the partnership, and if after this the partnership retains the remainder of the property, they participate in its distribution on an equal basis with general partners (clause 2 Article 86 of the Civil Code of the Russian Federation).

Similar to a general partnership, the business name of a limited partnership must contain the names of all or at least one general partner (in the latter case, with the addition of the words “... and company”). The inclusion of the investor's name in the company name of a limited partnership automatically leads to his transformation into a general partner in the sense of unlimited and joint liability with his personal property for the debts of the partnership (clause 4 of Article 82 of the Civil Code).

The advantages of a partnership include simplicity of organization: the absence of special management bodies does not require the development of a charter; all operational issues are stipulated in the constituent agreement. The disadvantages should be considered the strict liability of general partners with personal property for the debts of the partnership.

Economic societies.

Limited liability companies.

Business companies are organizations created by one or more persons by combining (separating) their property to conduct business activities.

A limited liability company is a company established by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents; Participants in a limited liability company 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 the contributions they made (clause 1 of Article 87 of the Civil Code of the Russian Federation).

LLC is one of the most commonly used forms today, and for small businesses, it is the most common form. There are about one and a half million registered limited liability companies in Russia.

The law allows a company participant to pay the due share in the authorized capital over a certain time, and not immediately. In this case, participants who have not fully contributed to the authorized capital of the company bear joint liability for its obligations.

Since 2009, the constituent agreement has been excluded from the constituent documents. The procedure for participants leaving the society has been significantly revised, as well as many other aspects. At the same time, the charter does not provide for reflection in the charter of information on the size, ownership and nominal value of shares in the authorized capital of the company, which eliminates the need to amend the charter whenever the structure of the authorized capital of the company changes.

A participant in an LLC can leave the company regardless of the consent of other participants and at the same time withdraw his share from the property of the company (Article 94 of the Civil Code of the Russian Federation). The procedure and timing for the issuance of property or cash equivalent attributable to his share must be determined by the constituent documents of the company itself.

An LLC can be founded by one person, who becomes its sole participant. An LLC cannot have another business entity consisting of one person as its sole participant.

The number of LLC participants should not be more than fifty. If the number of participants exceeds the specified limit, the LLC must be transformed into an OJSC or production cooperative within a year.

The supreme body of a limited liability company is the meeting of its participants, which has exclusive competence in resolving some basic issues of the life of the society (Article 91 of the Civil Code of the Russian Federation). The executive bodies of the company have “residual competence”, i.e. has the right to resolve all issues of management and activities of the company that are not within the exclusive competence of the general meeting.

A type of limited liability company is an additional liability company (there are about eight hundred such companies in Russia), which differs only in that if its property is insufficient to satisfy the claims of creditors, the participants of such a company can be held additionally liable with the property belonging to them personally, and jointly and severally (Article 95 of the Civil Code of the Russian Federation). However, the amount of this liability is limited: it does not apply to all of their property, which is typical for general partners, but only to part of it - the same multiple for all participants to the amount of contributions made by them.

From this point of view, this society occupies an intermediate position between societies and partnerships.

The advantages of a limited liability company for persons creating it in the Russian Federation are the opportunity for participants to take direct part in the business activities of the company; lack of liability for the company's obligations (as a general rule) and risk limited by the limits of the assumed share of participation in the capital.

Joint stock companies.

A joint stock company is a commercial organization formed by one or more persons who are not responsible for its obligations, with an authorized capital divided into shares, the rights to which are certified by securities - shares.

In modern Russia, a joint-stock company is the most common form for large and medium-sized business organizations, with large business enterprises more often existing in the form of open joint-stock companies, and medium-sized enterprises in the form of closed joint-stock companies.

The main characteristics of modern Russian joint stock companies are the division of capital into shares and limited liability.

In accordance with Article 97 of the Civil Code of the Russian Federation, joint-stock companies are divided into two types: open joint-stock company and closed joint-stock company.

Open joint stock companies. The authorized capital of the company is made up of the nominal value of the company's shares acquired by shareholders. The minimum authorized capital is one hundred thousand rubles. The authorized capital can be contributed either in cash or in property, property rights, or other rights that have a monetary value.

The term of activity is not limited, unless otherwise established by the Charter of the Company. The supreme management body of the JSC is the General Meeting of Shareholders of the company. The exclusive competence of the General Meeting is established by Law (Article 48 of the Federal Law of December 26, 1995 N 208-FZ On Joint-Stock Companies).

Management of the current activities of the company is carried out by the sole executive body of the company (for example, the General Director) or the sole executive body of the company and the collegial executive body of the company (for example, the director and directorate or board). The executive bodies of the company are accountable to the general meeting of the company's participants and the board of directors (supervisory board) of the company.

The company is liable for its obligations with all its property. The company is not liable for the obligations of its shareholders. If the insolvency (bankruptcy) of a company is caused by the actions (inaction) of its shareholders or other persons who have the right to give instructions binding on the company or otherwise have the opportunity to determine its actions, then these participants or other persons in the event of insufficiency of the company’s property may be assigned subsidiary liability. responsibility for his obligations.

The founding document of the JSC is the Charter. The company's charter must indicate:

full and abbreviated company name of the company; information about the location of the company; type of society (open or closed); quantity, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company; rights of shareholders - owners of shares of each category (type); information about the structure and competence of the company’s management bodies and the procedure for their decision-making; the procedure for preparing and holding a general meeting of shareholders, including a list of issues, decisions on which are made by the company’s management bodies by a qualified majority of votes or unanimously; information on the size of the company's authorized capital; information about branches and representative offices of the company; information on the amount of dividends and (or) the value paid upon liquidation of the company (liquidation value) for preferred shares of each type; information on the procedure for converting preferred securities.

An OJSC has the right to transform into a limited liability company or a production cooperative in compliance with the requirements established for these organizational and legal forms. The company, by unanimous decision of all shareholders, has the right to transform into a non-profit partnership.

An open joint stock company is a form of running a fairly large business. This is due both to the fact that it is easier to attract large capital and to the fact that the reporting form is quite complex. Also, there is a need to hold meetings of shareholders, and in cases where there are hundreds or thousands of shareholders, this may create some difficulties in ensuring all formal aspects. It is convenient to choose such an organizational and legal form when running a large business.

Closed joint stock companies. CJSC is a fairly common form of doing business in the Russian Federation, however, less popular than limited liability companies. In addition to purely legal differences, there are also economic ones. Today, based on the legislation on joint stock companies, legal support of a closed joint stock company actually requires more effort than support of an LLC, and, therefore, more financial costs than an LLC. First of all, this is caused by the presence of a register of shareholders in a closed joint-stock company and the need to maintain it, as well as the need for initial registration of the issue of shares (in addition to registering the company itself). In a joint stock company, a shareholder can only sell shares. A shareholder can demand the purchase of shares by the company only in cases strictly defined by law.

Production cooperatives.

A production cooperative is recognized as a voluntary association of citizens (individuals) on the basis of membership, created for joint economic activity, which is based on personal labor participation and the pooling of property contributions. At the same time, members of such a cooperative bear additional liability for its debts if there is a lack of property of the cooperative itself within the limits established by law and the charter of the legal entity.

A production cooperative is one of the rare forms of doing business in Russia at present. This is due to the fact that a cooperative is more of an association of personal labor contributions rather than capital. And the subsidiary liability (i.e. additional) of the members of the cooperative for the obligations of the cooperative also does not allow this organizational and legal form to spread throughout the Russian Federation.

Current legislation makes it possible for legal entities to participate in a production cooperative (clause 1 of Article 107 of the Civil Code of the Russian Federation), primarily commercial organizations that can ensure the making of significant property contributions to establish the material and financial status of cooperatives. However, the participation in them of non-profit organizations (charitable and other foundations, consumer cooperatives), as well as individuals who make only a property contribution, but are not involved in personal work activities, is not excluded. At the same time, their participation in the production cooperative should be limited so as not to turn it into an economic society. The number of members of the cooperative cannot be less than five.

The responsibilities of cooperative members should be noted. They are as follows: make a share contribution; participate in the activities of the cooperative through personal labor or by making an additional share contribution, the minimum amount of which is determined by the charter of the cooperative; comply with the internal rules established for members of the cooperative who take personal labor participation in the activities of the cooperative; bear the subsidiary liability provided for by this Federal Law and the charter of the cooperative for the debts of the cooperative.

The charter of the cooperative is its only constituent document, and the main requirements for its content are provided for in paragraph 2 of Article 108 of the Civil Code of the Russian Federation, which specifically highlights the conditions for the payment of share and other contributions (in particular, entrance fees), including for “financial participants” on the labor participation of cooperative members in its activities; on the amount of subsidiary liability of members of the cooperative for the debts of the latter (usually a multiple of the share contribution or equity participation).

Members of a production cooperative have the right to participate in the management of its affairs, and to receive part of the profit, a liquidation quota (the balance of property distributed among the members of the cooperative after its liquidation and satisfaction of creditors' claims); free exit from the cooperative with receipt of your share; transfer of a share or part thereof to other persons.

A production cooperative is the sole owner of its property. Dividing his property into shares does not lead to the creation of common shared ownership, but is only a way of determining the size of the possible claims of a cooperative member to this commercial organization in the event of his withdrawal. In a production cooperative, a share (authorized) fund, a reserve (insurance) fund, as well as indivisible (funds that are subject to division between members of the cooperative only in the event of its liquidation, after satisfying the claims of creditors) and other funds are necessarily formed.

The system of cooperative bodies consists of a general meeting of its members (the highest body), a supervisory board and executive bodies: the board and (or) the chairman (clause 1 of article 110 of the Civil Code). Mandatory for cooperatives is the principle of staffing its bodies only from members.

A specific feature of the legal status of a cooperative is that a member of a particular cooperative is both its employee and its owner. At the same time, subsidiary liability helps ensure the stability of the cooperative's property base.

State and municipal enterprises.

Another type of commercial organizations are state and municipal enterprises. The specificity of these subjects of civil law is that their property is respectively in state or municipal ownership and belongs to such an enterprise with the right of economic management or operational management (clause 1 of Article 113 of the Civil Code). Therefore, they are the only type of commercial legal entities that do not have the right of ownership to the property they own, but a secondary property right. Thus, a state (municipal) enterprise is a legal entity established by the state or local government for business purposes or for the purpose of producing particularly important goods (production of work or provision of services), the property of which is state (municipal) property.

The constituent documents of state and municipal enterprises are the charter.

Unlike other entrepreneurial legal entities, the management bodies of state and municipal enterprises, as a rule, are individual in nature. The enterprise is headed by a manager who is appointed to the position and dismissed from the position by the owner or a body authorized by the owner (clause 4 of Article 113 of the Civil Code).

There are unitary enterprises based on the right of economic management and unitary enterprises based on the right of operational management.

Unitary enterprises based on the right of economic management are created by decision of an authorized state body or local government and exist at the expense of independently generated profits. At the same time, the owner of the property of an enterprise based on the right of economic management is not liable for the obligations of such an enterprise, with the exception of cases of subsidiary liability for the obligations of a legal entity that has gone bankrupt as a result of its instructions.

Before the state registration of a unitary enterprise based on the right of economic management, its owner is obliged to fully pay the authorized capital. Consequently, the gradual formation of the authorized capital for unitary enterprises, unlike other commercial organizations, is not allowed.

The legal status of a unitary enterprise based on the right of operational management (federal government enterprise) is very specific. On the one hand, a state-owned enterprise is created to produce products (perform work, provide services) and, therefore, carry out commercial activities. On the other hand, it can carry out its economic activities at the expense of budget funds allocated by the federal treasury. Thus, the legal capacity of the executed enterprise occupies an intermediate position between the legal capacity of commercial and non-profit organizations, i.e. such a legal entity can be conditionally characterized as a “business establishment”.

A unitary enterprise, based on the right of operational management, is created by a special decision of the Government of the Russian Federation on the basis of property in federal ownership (clause 1 of Article 115 of the Civil Code).

A new form of legal entity is an economic partnership.

In April 2011, it became known that the Government was going to introduce a new organizational and legal form of a legal entity - an economic partnership operating on the basis of the equity principle. Experts have an ambivalent attitude towards the idea: on the one hand, business partnerships will add freedom to young innovative companies, on the other hand, this may lead to additional disputes in legal civil law.

According to the bill, a business partnership is recognized as a commercial organization created by two or more persons, in the management of whose activities the partners participate, having contributed their share. The contribution can be not only monetary, but also in the form of property and intangible assets. Creating a partnership by reorganizing an existing legal entity (merger, division, spin-off, transformation) is not permitted.

In addition, government agencies and local governments cannot act as partners in the partnership, and the number of shareholders should not exceed 50 people. Otherwise, the partnership must be converted into a joint stock company within a year. If the number of participants in a business partnership is reduced to one person, it must be liquidated.

According to the initiators of the law, the new legal form should appeal to investors. “Partners are not liable for the obligations of the partnership and bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them,” the document says. Management of the activities of a business partnership is carried out in proportion to the shares in the joint capital of the partnership.

“The adoption of the bill on economic partnership will add degrees of freedom to young innovative companies,” says Vasily Markov, manager of Deloitte’s tax practice. However, the introduction of a new organizational and legal form may require additional clarifications of tax legislation. “For example, in the current version of the bill in an economic partnership, it is possible to distribute profits disproportionately to the shares of ownership. At the same time, tax legislation defines dividends as a distribution of profits proportional to ownership shares. Consequently, questions may arise regarding the interpretation of the distribution of profits of business partnerships in tax legal relations,” explains Markov.

A source familiar with the document believes that using the form of business partnership may be of interest to any business that relies on specific people - be it a consulting company, a law practice or a dental office. “The ability to introduce flexible forms of business management, profit distribution, exit and entry into business is something that the existing forms of LLC and CJSC lack,” he says.

General Director of AKG MEF-Audit Jan Gritsans, on the contrary, considers business partnerships and investment partnerships (another organizational and legal form that is being discussed in the government) to be absolutely useless new legal structures. In his opinion, they can lead to additional disputes in legal civil law. “The number and forms of legal entities are already stipulated in the first part of the Civil Code of the Russian Federation and special federal laws. The introduction of derivative elements of the symbiosis of a simple partnership and business partnerships, which practically in their essence are business partnerships and investment partnerships, is unnecessary ground for discussions that can be resolved in the courts, and the interpretation and introduction of new sections of substantive law will only complicate the life of lawyers and judges,” - he warns.

Partner at the Art de Lex Center for the Protection of the Rights of Entrepreneurs and Investors, Evgeniy Arbuzov, explains that the form of an economic partnership is reminiscent of Western Limited liability companies (LLC). As a rule, they are in demand by small companies managed by agreement of the parties. At the moment, the closest analogue of an LLC in Russia is an LLC and a limited partnership. “Initially it was assumed that the possibilities of investment mechanisms would be expanded - they would be attractive and understandable for foreign investors,” he explains the authorities’ strategy. However, in principle, it would be possible to choose a different path - to change Russian organizational and legal forms and make them more flexible and closer to foreign investors.

Civil codec of the Russian Federation. Part one. Section 1. Article 48.

According to the law, a commercial organization is usually called a legal entity that seeks to make a profit in the course of its activities. The forms of commercial organizations can be very different, and, nevertheless, the essence of their existence will not change.

A commercial organization is an independent economic unit that can produce goods and services for consumption by society, and of course, to make a profit from its activities. Each form of commercial organization complies with the norms established at the legislative level.

Basic concept and essence of a commercial enterprise

Depending on their goals, it is customary to distinguish between commercial and non-profit organizations. Some, in the process of activity, strive to obtain a high income, others provide services of a non-commercial, that is, non-profitable nature.

Those organizations that are classified as commercial are created solely to generate income. Moreover, the activities of such organizations are directly related to the sale of goods and services. Supply of material resources, as well as trade and intermediary activities. According to current legislation, there may be several types of organizations, differing in characteristics. Not every one of these can be considered commercial. It is necessary to highlight the main criteria according to which an organization can be considered commercial:

The main goal is profit

The pursuit of the goal is to make a profit that fully covers expenses.
Created in accordance with established legal norms.
Upon receipt of profit, it distributes it in accordance with the owners' shares in the authorized capital.
They have their own property.
They can be held accountable for their obligations.
They exercise their rights and responsibilities independently, act in court, etc.

The main goals pursued by business entities conducting commercial activities include:

Release of products or services that can compete in the market. At the same time, what is produced is constantly and systematically updated, has demand and production capacity for production.
Rational use of resources. This goal is due to the fact that it affects the final cost of the product or service produced. Thus, due to a rational approach to use, the cost of products does not increase while maintaining high quality indicators.
Business organizations systematically develop strategies and tactics that are adjusted depending on market behavior.
Has all the conditions to ensure the qualifications of his subordinates, including increased wages and the creation of a favorable climate in the team.
Conducts pricing policy in such a way that it corresponds as much as possible to the market, and also performs a number of other functions.

Finance of commercial organizations

As part of the creation of enterprise funds, finances are created and formed, which are based on the enterprise’s own resources, as well as attracting funds from outside, that is, investments. As a rule, the finances of each organization are closely related to cash flow.
It is generally accepted that the economic independence of each commercial enterprise is impossible without the implementation of the same type of characteristics in the field of finance. Thus, regardless of other entities, each business entity determines its expenses and sources of financing in accordance with current legislation.

It is important to note that finance has two important functions for an enterprise, namely:

Distribution.
Test.

Under the distribution function, the initial capital is executed and formed, which is based on the contributions of the founders. Capital is formed depending on the volume of their investment, and accordingly determines the rights of each of them in order to ultimately distribute legally received income, as well as the possibility and procedure for using such funds. Thus, at the enterprise, it turns out to influence the production process and the interests of each of the subjects of civil turnover.

The control function is designed to take into account the costs of production and the sale of manufactured goods or products, in accordance with their value and the costs of the product. Thus, it is possible to form and predict a fund of funds, including a reserve fund.

The finances of the enterprise must be under control, which is implemented through:

Analysis at the enterprise itself, regarding its indicators for the execution of the budget and plan, the schedule for fulfilling obligations, etc.
Control can be exercised directly by regulatory government bodies regarding the timely and complete calculation of tax obligations, as well as the correctness of their accrual.
Other companies hired to perform the supervisory function. These could be various consulting companies.

Thus, by monitoring financial indicators, it is possible to identify the real result of business activities, make a decision regarding the appropriateness of the chosen direction of activity, the quality of its conduct, as well as its continuation.

Otherwise, without proper control, any of the business entities may become bankrupt, having no idea in which of the articles it had a “hole”

Modern classification of activities

Today, commercial organizations are usually classified as follows:

Corporations.
State and municipal enterprises.

It is important to note that the first group is corporations, these are those commercial enterprises that are managed by the founders, as well as members of higher bodies who have corporate rights. At the same time, a large group of corporations may include business societies and partnerships, production cooperatives, as well as farms.

The second group includes organizations that do not have ownership rights to property transferred by the owner. Thus, they cannot acquire corporate rights to it. Such enterprises are created under the supervision of the state.

At the same time, the legislation defines the following forms of organizational and legal form:

Full partnership. This form is characterized by the fact that it has a company charter, which is based on the contributions of the co-founders. Profit or loss borne by the partners of the general partnership is divided proportionally.
Limited partnership.
Farming.
Economic society.
A company with additional responsibility. With this form of management, participants bear subsidiary liability for obligations, that is, each participant is responsible for obligations in accordance with their investment.
Limited Liability Company. This is an institution that has one or more persons at its head. It has constituent documents, but the number of its co-founders is limited to fifty.
Unitary enterprise. This enterprise does not have property that would be assigned to it, because such enterprises are most often state-owned.
Trading company or foreign company.
Multinational enterprise.
Joint-stock company. This form of business is determined by the authorized capital, which is divided depending on the participants. Each of them is not responsible for the obligations that arise in the course of activity. Profit is distributed in proportion to shares.
Non-public joint stock company. Limited Liability Company.
Production cooperative.

Difference between for-profit and non-profit organizations

In terms of business form, commercial and non-profit organizations differ. In particular, one of the most important differences is making a profit. Thus, a non-profit organization does not set itself such a goal, unlike a commercial one.

Item no.	commercial organization	Non-profit organization
1. Purpose.	Sets a goal to make a profit from its activities.	Does not set a goal to make a profit.
2. Direction of activity.	The founders strive to create benefit for themselves by receiving money from their activities.	It is based on the provision and formation of the most comfortable and favorable conditions for all participants in society, due to which the maximum social benefit is achieved.
3. Profit.	It is distributed among the participants of the organization and is used for the development of the company.	Absent.
4. Goods and services.	Manufacture and provide goods and services.	Provide social benefits to all segments of the population
5. State.	They have hired staff.	In addition to paid staff, volunteers and volunteers may participate.
6. Registration.	The tax office registers commercial enterprises.	Registration is possible only by a judicial authority.

Non-profit organizations include

Participants are not liable for the obligations of organizations, and those, in turn, for the obligations of members; 2) Non-profit partnerships – established by citizens or legal entities. individuals and non-profit organizations based on the principle of membership, to assist members of the organization in carrying out activities that are aimed at achieving their goals; 3) The form of a non-profit organization is also an institution - this is an organization financed by the owner, which was created to carry out managerial and other functions of a non-profit nature.

Lecture No. 8

Along with general partners, a limited partnership has one or more participant-contributors (limited partners), who bear the risk of losses associated with the activities of the partnership, within the limits of the amounts of contributions made by them and do not take part in the partnership’s business activities. You can be a general partner in only one general partnership or only in one limited partnership.

Which enterprises are classified as commercial organizations

Legal entities differ depending on whether their founders (participants) retain any rights in relation to the property of the created organization. The founder is the entity (individual or legal entity) who creates this organization and transfers to it ownership, economic management or operational management of part of its property. In fact, the founder is the person or persons who signed the constituent documents of the legal entity being created. According to this criterion, legal entities are divided into four types: 1) organizations in whose property the founders (participants) do not retain any rights (all types of non-profit organizations, with the exception of non-profit partnerships), 2) organizations in whose property the founders (participants) retain rights of obligation (partnerships and societies, cooperatives, non-profit partnerships), 3) organizations in respect of whose property the founders retain the right of economic management (subsidiaries), 4) organizations in respect of whose property the founders retain the right of ownership (state and municipal unitary enterprises, federal government enterprises, institutions). Depending on the methods of creation and the purposes of their activities, legal entities are divided into public and private.

What organizations are considered commercial?

What organizations are considered commercial? Dinamovets In spirit Higher intelligence (143782) 7 years ago Commercial organizations are those pursuing profit as the main goal of their activities.

For commercial organizations, the Civil Code of the Russian Federation provides a complete closed list of types of organizations, i.e. commercial organizations of other types cannot be created.

Commercial These are legal entities whose purpose is to make a profit by carrying out any activity not prohibited by law. Commercial organizations include the following:

1. Business partnerships– contractual associations of several persons to jointly conduct business activities under a common name. Decisions are made by a majority of votes, the number of which each participant has is proportional to the share. Nominal value of the share - its value at the time of contribution to capital.

1.1. General partnership- a business partnership, the participants of which jointly and severally bear subsidiary liability for its obligations with all their property. Profits and losses are proportional to deposits. The number of members is more than two. The partnership may dissolve if one member leaves it; for the admission or exit of members, an agreement on the creation of the partnership is again concluded.

1.1.1. Partnership of Faith- a business partnership consisting of two categories of participants: general partners (complementaries), jointly and severally bearing subsidiary liability for its obligations with their property, and fellow investors (limited partners) who are not liable for the obligations of the enterprise.

2. Business societies- these are organizations created by one or more persons by combining (separating) their property for conducting business activities.

2.1. Limited Liability Company – a commercial organization, the authorized capital of which is divided into shares of certain sizes, formed by one or more persons who are not responsible for its obligations. Everyone is responsible within the limits of their contribution. Profit is distributed in proportion to the contribution. The main feature is the ban on selling your shares on the open market.

2.2. Additional liability company- a commercial organization, the authorized capital of which is divided into shares of predetermined sizes, formed by one or more persons jointly and severally bearing subsidiary liability for its obligations in an amount that is a multiple of the value of their contributions to the authorized capital.

2.3. Joint-Stock Company- a commercial organization formed by one or more persons who are not responsible for its obligations, with an authorized capital divided into shares, the rights to which are certified by securities - shares. Liability is limited to the amount paid for the shares. Shares may be privileged, guaranteeing the receipt of dividends no lower than a fixed percentage of the nominal value, regardless of the results of the JSC’s activities, and also giving a preferential right to participate in the distribution of property remaining after the liquidation of the company (do not give voting rights). Shares may be registered and bearer. Share price– its price, which in a free market is not a constant value. During a crisis, the exchange rate falls, during a period of recovery, it rises. The share is sold for an amount that, when placed in the bank, will give an income no less than the dividend. nominal cost– the value specified in the promotion. The difference from a partnership is that that capital is formed in cash and is divided into equal shares, presented in the form of securities - shares. The authorized capital of a joint-stock company is made up of the nominal value of the acquired shares and represents the minimum amount of the property of the joint-stock company.

2.3.1. Closed JSC- distributes issues of new shares among specific persons known in advance. The number of members does not exceed 50; shareholders have the right of first refusal to purchase shares alienated by other shareholders.

2.3.2. Open JSC- has the right to offer shares for purchase to an unlimited number of persons.

3. Production cooperative (artel)- an association of persons for joint conduct of business activities on the basis of their personal labor and other participation, the initial property of which consists of share contributions of members of the association. The profit of the cooperative is distributed among its members in accordance with their labor participation.

4. State (municipal) enterprise- a legal entity established by the state or local government for business purposes or for the purpose of producing particularly important goods (production of work or provision of services), the property of which is state (municipal) property.

5. Concerns- This is a form of contractual large super-unifications, usually of a monopoly type. The most important feature is the unity of ownership of their constituent firms, enterprises, and banks.

5.1. Cartel – a contractual association of enterprises, based on an agreement on the regulation of production volumes, sales prices, terms of sale, and delimitation of sales markets. Each enterprise is legally independent.

5.2. Trusts – a form of association of enterprises in which they completely lose their commercial, legal and production independence and are subject to a single management.

5.3. Syndicate – a form of contractual association of enterprises that involves centralizing the supply of syndicate members and the sale of the product they produce. That. competition between its participants in the field of sales and procurement of raw materials is eliminated. The commercial independence of the syndicate members is completely lost, and the production independence - partially. Participants in the syndicate can be not only enterprises, but also associations of concerns and trusts.

IP– based on the personal property of citizens. One person owns the p/p and receives all the income.

II . Non-profit legal entities.

Non-profit organizations are those that do not pursue profit as their main goal and do not distribute the profits between participants (Article 50 of the Civil Code):

1. Consumer cooperatives- an association of persons on a membership basis in order to satisfy their own needs for goods and services, the initial property of which consists of share contributions.

2. Homeowners' Associations- a non-profit association of persons - owners of premises for joint management and operation of a single complex of real estate (condominium).

3. Public associations- a non-profit association of individuals based on their common interests for the implementation of common goals.

4. Religious organization- an association of citizens with the main goal of jointly professing and spreading the faith and having characteristics corresponding to these goals (ceremonies, teaching religion, religious education).

5. Fund- a non-profit organization with no membership, founded to achieve socially beneficial goals through the use of property transferred into its ownership by the founders.

6. Establishment- an organization created by the owner to carry out functions of a non-profit nature and financed by him in whole or in part (they have the right to operationally manage property, the owner bears subsidiary liability).

Any non-profit enterprise must use all profits received to carry out its activities.