What types of activities are legal entities entitled to carry out? Types of business entities

21.09.2019

The activities of business companies (LLC, ADO, OJSC, CJSC), except for the Civil Code, are regulated by a special law “On Business Companies”.

A business company is a commercial organization established by two or more persons with a charter fund divided into shares (shares) of the founders (participants).

Economic company:

owns separate property created through the contributions of the founders (participants), as well as produced and acquired by the business company in the course of its activities;

bears independent responsibility for its obligations, can, on its own behalf, acquire and exercise property and personal non-property rights, perform duties, and be a plaintiff and defendant in court. A business company must have an independent balance sheet;

may have civil rights, corresponding to the goals of activity provided for in its constituent documents. Certain types activities, the list of which is determined by legislative acts, a business company can engage in only on the basis of a special permit (license);

acquires civil rights and assumes civil responsibilities through its bodies acting in accordance with the law and constituent documents;

in accordance with the law may create legal entities, and also be part of legal entities;

in accordance with legislative acts, may participate in the creation of financial, industrial and other economic groups in the manner and under the conditions determined by the legislation on such groups, as well as be part of them.

The economic company has a name in Belarusian and Russian languages, containing an indication of its organizational and legal form.

A business company is liable for its obligations with all its property.

The founders (participants) of a business company are not liable for the obligations of the business company, and the business company is not liable for the obligations of the founders (participants).

A business company is recognized as dependent if another business company has a share in the authorized capital (shares) of this company in an amount corresponding to 20% (or more) of the votes of the total number of votes that it can use at the general meeting of participants of such a company.

The merger of business companies, business societies and legal entities of other organizational and legal forms is recognized as the creation of a new business company or legal entity of a different organizational and legal form by transferring to the new legal entity created as a result of the merger all the rights and obligations of the business companies, business companies and legal entities participating in the merger persons of other organizational and legal forms with the termination of their activities in the manner prescribed by law.

Business companies and legal entities of other organizational and legal forms participating in the merger enter into a merger agreement, which determines the procedure and conditions for the merger.

Affiliates of a business company are recognized as individuals and legal entities capable of directly and (or) indirectly (through other individuals and (or) legal entities) determining decisions or influencing their adoption by the business company, as well as legal entities whose decisions the business company has such influence on influence.

Affiliated persons of the business company are:

members of the collegial management bodies of a business company, an individual or legal entity exercising the powers of the sole executive body of this company;

a legal entity that is a member of an economic group that includes this company;

a legal entity that has the right to dispose of a share in the authorized capital (shares) of a business company and (or) another legal entity that is an affiliate of this company in the amount of 20% or more;

an individual who has the right, alone or jointly with one or more of his affiliates (spouse, parents, children, adoptive parents, adopted children, grandparents, grandchildren, siblings and parents of the spouse) to dispose of a share in the authorized capital (shares) of a business company and (or) another legal entity that is an affiliate of this company in the amount of twenty percent or more;

a legal entity in relation to which the business company is a subsidiary or is recognized as dependent;

a legal entity that is a subsidiary or is recognized as dependent in relation to a business company;

a legal entity in the authorized capital of which this company has the right to dispose of shares (shares) in the amount of twenty percent or more;

unitary enterprises created by a business company;

spouse, parents, children, adoptive parents, adopted children, grandfather, grandmother, grandchildren, siblings and parents of the spouse of an individual who is an affiliate of a business company, with the exception of an individual who is a member of a collegial body management or exercising the powers of the sole executive body the legal entity specified in paragraph three of this part;

members of the collegial management bodies of a legal entity that is an affiliate of a business company, an individual or legal entity exercising the powers of the sole executive body of this legal entity.

The business company determines the circle of its affiliated persons and, in the manner established by it, notifies about this in writing and keeps records of such persons.

Additional and limited liability companies

Society with limited liability A business company with a number of participants of no more than fifty, the authorized capital of which is divided into shares of sizes determined by the constituent documents, is recognized. A limited liability company cannot have one participant.

The authorized capital of a limited liability company is made up of the value of the contributions of its participants.

A limited liability company does not have the right to issue shares.

The name of a limited liability company must contain the words “limited liability company.” The abbreviated name of a limited liability company must contain the abbreviation “LLC”.

The constituent documents of an LLC are the memorandum of association and the articles of association.

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 value of the contributions they made to the authorized capital of this company.

Part of the profit of a limited liability company remaining at its disposal after paying taxes and other obligatory payments, covering losses of current periods resulting from the fault of the company itself, and contributions to the funds of this company, can be distributed among its participants in proportion to the size of their shares in the authorized capital of the company, unless otherwise established by its constituent documents.

A participant in a company has the right to sell or otherwise alienate his share to one or more participants of this company or to the company itself (i.e., all of these persons have a pre-emptive right to purchase the alienated share).

The norms of legislation regulating the activities of LLCs apply to an ALC (limited liability company).

The main difference is the allocation of responsibilities of the participants.

The participants of such a company jointly and severally bear subsidiary liability for its obligations with their property within the limits determined by the constituent documents of the company, but not less than the amount established by legislative acts, in proportion to the contributions of these participants in the authorized capital of the company with additional liability.

The constituent documents of a company with additional liability may provide for a different procedure for distributing additional liability among its participants.

In case of economic insolvency (bankruptcy) of one of the participants of a company with additional liability or insufficiency of the property of one or several participants of the company to ensure the share of additional liability due to them, his (their) liability for the obligations of this company is distributed among the remaining participants in proportion to their contributions, if the constituent documents do not a different procedure for distributing responsibility is provided.

The organizational forms of LLC and ODO are most common in the business environment.

These forms already sufficiently ensure the safe conduct of business if it is carried out with the participation of the capital of several persons.

In an LLC, participants risk only their contribution, while in an ALC, the minimum amount of subsidiary liability is relatively small (50 basic units).

The number of participants (from 2 to 50) can be determined depending on the amount of capital required to organize the business.

Corporation (joint stock company): types, characteristics, advantages and disadvantages.

A joint stock company is a business company whose authorized capital is divided into certain number shares

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

A joint stock company can be open or closed.

A joint stock company, the participant of which can alienate shares belonging to him without the consent of other shareholders to an unlimited number of persons, is recognized as an open joint stock company. Such a joint stock company has the right to carry out an open subscription for the shares it issues and freely sell them under the conditions established by the legislation on securities.

The number of shareholders of an open joint stock company is not limited.

A joint stock company, the participant of which can alienate shares belonging to him only with the consent of other shareholders and (or) to a limited circle of persons, is recognized as a closed joint stock company. Such a joint stock company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons.

The number of participants in a closed joint stock company should not exceed fifty. Otherwise, it is subject to reorganization within one year, and after this period - to liquidation. judicial procedure, if the number of participants does not decrease to the specified limit.

The name of the joint stock company must contain the words “open joint stock company” or “closed joint stock company”. The abbreviated name of the joint stock company must contain the abbreviation “OJSC” or “ZAO”.

A share is a perpetual issue-grade security, indicating a contribution to the authorized capital of a joint-stock company and certifying the rights of its owner to participate in the management of this company, to receive part of its profit in the form of dividends and part of the property remaining after settlement with creditors, or its value in the event of liquidation joint stock company.

The par value of all shares issued by a joint stock company must be the same.

It is not permitted to issue shares as warrant securities or bearer securities.

A joint stock company has the right to issue shares of two categories: ordinary (ordinary) and preferred.

The charter of a joint stock company may provide for the issue of preferred shares of one or more types.

Types of preferred shares differ in the volume of rights they certify, including the fixed amount of the dividend, and (or) the order of its payment, and (or) the fixed value of the property to be transferred in the event of liquidation of the joint stock company, and (or) the order of its distribution.

With the transfer of a share, all rights certified by it are transferred in aggregate.

The share of preferred shares of all types in the total volume of the authorized capital of the joint-stock company should not exceed 25%.

Shareholders - owners of common (ordinary) shares have the right to:

receiving part of the profit of the joint-stock company in the form of dividends;

receiving, in the event of liquidation of a joint stock company, part of the property remaining after settlements with creditors, or its value;

participation in the general meeting of shareholders with the right to vote on issues within the competence of the general meeting of shareholders.

Shareholders - owners of preferred shares have the right to:

receiving part of the profit of the joint-stock company in the form of fixed dividends;

receipt in the event of liquidation of a joint stock company of a fixed value of property or part of the property remaining after settlements with creditors.

Shareholders who own preferred shares have the right to participate in the general meeting of shareholders with the right to vote when making decisions on the reorganization and liquidation of the joint-stock company, on introducing amendments and (or) additions to the charter of the joint-stock company that limit their rights.

When establishing a joint stock company, all its shares must be distributed among the founders.

The placement of additionally issued shares by a joint stock company can be open or closed.

During an open placement by a joint stock company of additionally issued shares, they are placed among an unlimited circle of persons, and during a closed placement - among a limited circle of persons.

An open joint-stock company has the right to conduct an open placement of additionally issued shares, and in the case of placement of such shares at the expense of the company’s own funds and (or) its shareholders, as well as in other cases provided for by legislative acts, also a closed placement of additionally issued shares.

A closed joint stock company has the right to conduct only private placement of additionally issued shares.

Until the state registration of shares in the manner established by securities legislation, the joint-stock company does not have the right to dispose of funds or alienate other property received in payment for the placed shares, and the owner of the shares does not have the right to alienate the acquired shares.

An open joint-stock company is obliged to annually publish for public information an annual report to the extent determined by law.

A closed joint stock company may, and in cases established by law, is obliged to publish for public information an annual report to the extent determined by law.

A joint stock company is the most complex business structure that represents the corporate community. The issue of securities makes it possible to attract investment and organize large-scale production. But at the same time, registering a JSC is more complicated; before issuing shares, it is necessary to form a constituent fund, and only after that can an open subscription for shares be carried out in the JSC. Registering securities also requires additional money and time. In addition, the JSC is obliged to enter into an agreement for depository services with the depositary, which creates and maintains a register of shareholders.

In the Republic of Belarus, at present, OJSCs are mainly organizations created on the basis of state property in the process of privatization and denationalization. Therefore there is a whole series restrictions related to the alienation by shareholders of their shares. The stock market for securities is currently functioning ineffectively. All this hinders development joint stock companies.

CJSC as a form of joint stock company is present only in the legislation of countries former USSR. The relationships of the participants in this form of JSC are similar to those of an LLC (ALC), but the difference is that the authorized capital is divided not into shares, but into shares.

By accepting full property liability for the obligations of a legal entity, the participants in a general partnership assume significant risks, both for the consequences of their own actions in conducting the affairs of the partnership and the actions of other participants. Therefore, this form of legal entity is rarely used. However, the organizational and legal form of a general partnership makes it possible to extremely simplify the management structure of an organization, increases the attractiveness of a legal entity when entering into transactions related to a loan, and also creates the image of a “transparent” and conscientious company for the organization, which, of course, is a plus.

Limited partnership (limited partnership). It is created in order to limit the risks associated with participation in a business partnership, but maintain the benefits provided by this type of legal entity and attract additional financial resources.

In such a partnership, along with the participants exercising on its behalf entrepreneurial activity and liable for the obligations of the partnership with all their property ( complete comrades), there are one or more participants of a different kind - investors (limited partners). The investor does not bear full property liability for the obligations of the partnership, but he bears the risk of losses associated with the activities of the partnership, within the amount of the contribution made. Investors also do not carry out entrepreneurial activities on behalf of the partnership (Clause 1, Article 82 of the Civil Code). If brand name limited partnership contains the name of the investor, he becomes a full partner.

The founding agreement of a limited partnership is signed only by general partners. The size of the contribution of each limited partner is not indicated, but the total size of their contributions is determined. Changing the composition of investors does not change the content of the constituent agreement.

However, the investor's participation in the limited partnership also receives legal registration- an agreement on making a contribution or another agreement on participation in the partnership is concluded with him; In addition, the partnership issues the investor a certificate of participation. This method of registering participation in a partnership can, among other things, ensure the secrecy of the investor’s participation in the partnership.

The legal status of general partners in a limited partnership, their powers to manage and conduct affairs in a limited partnership do not differ from the status and powers of participants in a general partnership. As for the limited partner (investor), his rights are limited to the opportunity to receive part of the partnership’s profit attributable to his share in the joint capital, get acquainted with the annual reports and balances, leave the partnership and receive his contribution, as well as transfer his share in the joint capital to another investor or to a third party.

Investors can participate in the management of the partnership and conduct the affairs of the partnership, as well as challenge the actions of the general partners in the management and conduct of the affairs of the partnership only by proxy. When leaving the partnership, the investor may not receive a share in the property of the partnership (as a general partner), but only the contribution he made. However, in the event of liquidation of the partnership, the investor has a priority right over the general partners to receive his contribution from the property of the partnership remaining after satisfaction of the creditors' claims; in addition, the investor can participate in the distribution of the liquidation balance along with general partners.

The rights of investors can be expanded by the founding agreement, but this should not lead to an actual change in the status of investors as entities not participating in the business activities of the partnership and its management. A limited partnership can only exist if it has at least one investor. Accordingly, when all investors leave the partnership, it is liquidated or converted into a general partnership. In domestic practice, this form of legal entity is not widely used.

Limited liability company and additional liability company. Features of their legal status

The sole executive body acts on behalf of the company without a power of attorney, representing it in civil circulation, in labor relations. This body exercises powers that are not within the competence of the general meeting (board of directors and collegial executive body, if their formation is provided for by the constituent documents of the company).

The legal basis for the activities of the sole executive body, in addition to the constituent documents of the company, may be internal documents of the company (local acts), as well as an agreement concluded between the company and the sole executive body. The right to exercise the powers of the sole executive body can be transferred - by decision of the general meeting of participants - to the manager (individual entrepreneur or commercial organization), an agreement with whom is signed by the chairman of the general meeting or another person authorized by the participants.

A company with additional liability is a commercial organization formed by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents, the participants of which jointly and severally bear subsidiary liability for the obligations of the company in an amount that is a multiple of the value of their contributions to the authorized capital (clause 1 of Art. 95 Civil Code).

The total amount of liability of all participants is determined by the constituent documents as a multiple of the size of the authorized capital. Other rules provided for by law for limited liability companies also apply to additional liability companies. From this it is sometimes concluded that a company with additional liability should not have been identified in the Civil Code as an independent organizational and legal form, since, in essence, it is a type of limited liability company. In practice, this form of legal entity is used extremely rarely.

Joint stock companies

The organizational and legal form of a joint stock company is currently one of the most common; it is legally convenient and creates conditions for combining and separating property resources of the most wide range persons This allows you to concentrate significant capital within a legal entity, which is necessary for the implementation of large economic projects. The circulation of shares of open joint-stock companies on stock markets is a means of mobile change in the sphere of application of capital, and also helps to determine the real market value of the property of legal entities and identify trends in the development of national economies.

The creation and activities of joint stock companies, in addition to the Civil Code, are regulated by the Law on Joint Stock Companies.

A joint stock company is a commercial organization whose authorized capital is divided into a certain number of shares; participants of such a company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the shares they own (clause 1, article 96 of the Civil Code, clause 1, article 2 of the Law on Joint Stock Companies).

Unlike the authorized capital of a limited liability company, divided into shares of its participants, the size of which may vary, the authorized capital of a joint stock company is divided into a certain number of shares. Each share certifies an equal amount of rights of the owner (shareholder) in relation to the company. Only joint stock companies have the right to issue shares.

The joint stock form of business organization allows for a minimal degree of participation of shareholders in the management and activities of the company itself, which may result in the loss of real opportunity for owners of a small number of shares to control its management and activities. Therefore, to protect the rights of small (minority) shareholders, the law or the charter of a joint-stock company may limit either the total (nominal) value of shares or the maximum number of votes belonging to one shareholder.

Shareholders are registered in the register of shareholders maintained by the company itself or, on its behalf, specialized organization(receptionist). In a company with more than 50 shareholders, the holder of the register must be the registrar (Clause 3 of Article 44 of the Law on Joint Stock Companies). All JSC shares in Russian Federation are registered and issued in non-documentary form, i.e. ownership of a share is established based on an entry in the register of shareholders. Depending on the scope of rights certified by shares, the Law distinguishes between ordinary and preferred shares.

In contrast, a preferred share, as a rule, does not provide its owner with voting rights at a general meeting of shareholders. At the same time, owners of preferred shares have the right to receive dividends, as well as salvage value(part of the property of a joint-stock company remaining after completion of settlements with its creditors during liquidation) in a fixed amount determined in the charter. Share of preferred shares in authorized capital of the joint stock company should not exceed 25%.

The right to withdraw from the company and alienate his rights as a JSC participant is exercised by the shareholder through the sale (exchange, donation) of his shares. A joint stock company does not have any property obligations to the shareholder alienating the shares; He makes all payments with the person purchasing the shares. Thus, a change in the composition of shareholders does not lead to a decrease in the property of the joint-stock company, which fundamentally distinguishes a joint-stock company from a limited liability company and constitutes an advantage of the joint-stock form of business organization from the point of view of guaranteeing the rights of creditors.

The liability of shareholders for the obligations of the JSC occurs only in the event of incomplete payment of the cost of the shares they own and is limited to the unpaid portion of the cost of these shares. Such liability is joint and several and is established in the interests of protecting the rights of creditors of the joint-stock company, who rely on the fact that the authorized capital declared by the company has actually been formed.

In addition, the liability of shareholders for the obligations of the company occurs subsidiarily in the event of insolvency (bankruptcy) of the company through the fault of shareholders who have the right and opportunity to determine the actions of the company (clause 3 of Article 3 of the Law on Joint Stock Companies). We are talking, first of all, about large shareholders or shareholders performing the functions of the executive body of the company. Otherwise, shareholders bear only the risk of loss equal to the value of the shares they own. A joint stock company is not liable for the debts of its shareholders.

The founders of the company sign an agreement defining the procedure for their joint activities to create a legal entity. However, the only constituent document of a joint stock company is its charter, approved by the meeting of founders. Information about the founders of the company and its shareholders is not included in the charter. Therefore, in the future, changes in the composition of the company’s participants (shareholders) do not in any way affect the content of this document.

The authorized capital of a joint stock company is made up of the par value of shares acquired by shareholders. Minimum size The authorized capital is determined by the Law on Joint Stock Companies and is for open joint-stock companies at least 1000 times, for closed joint-stock companies - at least 100 times the amount of the minimum wage established federal law on the date of state registration of the company (Article 26).

Until the authorized capital is fully paid, the joint stock company does not have the right to declare and pay dividends. In addition, until 50% of the cost of shares distributed among the founders of the company is paid, it has no right to enter into transactions not related to its establishment, i.e. carry out the activities for which it was created.

Just like in other business companies, in a joint-stock company the rule must be observed according to which the cost net assets cannot be less than the amount of the authorized capital. If at the end of the second and each subsequent financial year this rule is not observed, the company is obliged to declare and register a decrease in the authorized capital.

Current Russian legislation provides for the possibility of creating two types of joint stock companies: open and closed. Currently, there are about 65 thousand open and more than 370 thousand closed joint-stock companies in our country. As a rule, a significantly larger volume of financial, production and labor resources is concentrated in open joint-stock companies. Open Societies often formed on the basis of the property of privatized state enterprises.

An open joint-stock company (OJSC) has the right to conduct an open subscription for the shares it issues, i.e. sell them to an unlimited number of people. The number of shareholders of such a company is not limited. Shares of open companies can be the subject of exchange trading. This means that any person can potentially become a member of the company, the composition of shareholders can be very changeable, and participation in the company is risky. Therefore, the OJSC is obliged to conduct its affairs publicly: it annually publishes for public information annual reports, balance sheets, profit and loss accounts.

Closed joint stock companies (CJSC) distribute shares only among their founders or other predetermined circle of persons. They do not have the right to conduct an open subscription for shares. Shareholders of a closed joint stock company have a preemptive right to purchase shares sold by other shareholders of the company at the offer price to a third party, and violation of this preemptive right provides the shareholder with the opportunity to demand the transfer of the rights and obligations of the buyer to him. The Law on Joint Stock Companies establishes the maximum number of participants in a closed joint stock company - 50, if exceeded, a closed joint stock company is obliged to transform into an open one; otherwise, it is subject to liquidation (Clause 3, Article 7 of the Law). In general, the legal status of a closed joint stock company is quite similar to that of a limited liability company.

A joint stock company of one type may be transformed into a joint stock company of another type, subject to the restrictions provided for by the Law. It must be taken into account that such a transformation does not change the organizational and legal form of the legal entity (it remains a joint stock company) and is not regulated by the rules on the reorganization of legal entities contained in Chapter. 4 GK.

A joint stock company, by decision of the meeting of shareholders, has the right to increase or decrease the size of its authorized capital. In this case, an increase in the authorized capital is allowed only after it has been fully paid and in one of two ways: increasing the par value of shares or issuing additional shares.

The placement of additional shares is permitted through an open or closed subscription. Closed subscription, unlike open subscription, involves the placement of shares only among a certain circle of persons. When carrying out open and closed subscriptions, shareholders have a preemptive right to purchase additional shares in an amount proportional to the number of shares of this category (type) owned by them. The procedure for exercising this right of a shareholder during a subscription is provided for in Art. 41 of the Law on Joint Stock Companies. Violation of the preemptive right gives the shareholder the opportunity to protect it in the ways provided for in Art. 26 of the Securities Market Law: it may require the invalidation of the issue of shares, transactions carried out during the placement of shares, and a report on the results of their issue.

The size of the authorized capital can be reduced by reducing the par value of shares or by purchasing shares by the company in order to reduce their total number, if such a possibility is provided for in the charter. Moreover, the joint-stock company is obliged to notify its creditors about this no later than 30 days from the date of such decision, and also publish the relevant information in printed edition, intended for the publication of data on state registration of legal entities. State registration of changes in the company's charter related to a decrease in the authorized capital is carried out only if there is evidence of notification of creditors.

The supreme management body of the joint-stock company is the general meeting of shareholders. For companies with more than 50 shareholders, the creation of a board of directors (supervisory board) is mandatory. For other societies, this issue is left to the discretion of the participants.

If a board of directors (supervisory board) is created, the company's charter must define its competence. At the same time, the competence of the board of directors cannot include issues that are the exclusive competence of the general meeting of shareholders: changes in the charter, election of the board of directors, the audit commission (auditor), the formation of executive bodies and early termination of their powers (if the charter does not include these issues within the competence of the board directors), approval of annual financial statements and distribution of profits and losses, adoption of decisions on reorganization and liquidation and a number of other issues referred to the exclusive competence of the general meeting by the Law on Joint Stock Companies. It should be noted that the range of issues within the competence of the general meeting by the Law on Joint Stock Companies cannot be expanded by the charter.

Current activities are managed by the sole executive body of the company (director, general manager); It is also allowed for a joint stock company to have both a sole executive body and a collegial one (board, directorate). In addition, the management functions of a JSC can be transferred under a contract to an individual entrepreneur or a commercial organization. The executive body is accountable to the general meeting of shareholders, the board of directors (supervisory board) and exercises powers that are not within the competence of these bodies by law and the charter.

Internal control functions over the company's activities are carried out by audit commission. Open companies, as well as joint stock companies created to carry out certain types of activities, are also required to annually engage an independent auditor to check and confirm the accuracy of the annual financial statements. The candidacy of the auditor is approved by the general meeting of shareholders.

A special law provides for the possibility of creating and operating in the Russian Federation joint-stock companies of workers (people's enterprises).

The rules on closed joint stock companies apply to this type of joint stock company, but with significant features.

A people's enterprise can only be created by transforming a commercial organization, with the exception of state unitary enterprises, municipal unitary enterprises and open joint-stock companies whose employees own less than 49% of the authorized capital. The decision to create is made by the participants of a commercial organization with at least three-quarters of the votes of their payroll, and is considered valid only if the organization’s employees have given consent to this transformation. The agreement on the creation of a national enterprise must be signed by all persons who decide to become its shareholders. Average headcount employees of a national enterprise cannot be less than 51 people (of which a maximum of 10% may not be shareholders).

The number of shareholders of a national enterprise should not exceed 5 thousand, otherwise it must, within a year, bring this number into compliance with the requirements of the law or transform into a commercial organization of a different form. The minimum authorized capital of a national enterprise must be at least 1000 minimum wages.

A national enterprise has the right to issue only ordinary shares. Special attention The law pays attention to the ratio of the number of shares of employees in the authorized capital of a national enterprise. Employees must own a number of shares in a national enterprise whose par value is more than 75% of its authorized capital. The share of shares of a national enterprise in the total number of shares that an employee of the transformed commercial organization may own at the time of its creation must be equal to the share of his remuneration in the total amount of remuneration of employees for the 12 months preceding the creation of the national enterprise. One shareholder of a people's enterprise, who is its employee, cannot own a number of shares whose par value exceeds 5% of the authorized capital of the people's enterprise. If the specified amount is exceeded, the national enterprise is obliged to buy back the “extra” shares from it, and the employee-shareholder is obliged to sell them to the national enterprise. When an employee-shareholder is dismissed, his shares are also subject to mandatory sale to the enterprise, which distributes them among the remaining employee-shareholders. The law prohibits the sale of shares of a people's enterprise on its balance sheet to the general director of a people's enterprise, his deputies and assistants, members of the supervisory board and members of the control commission.

The powers of the general meeting of shareholders of a people's enterprise and its audit (control) commission are extremely expanded, while the competence of the supervisory board (board of directors) and the general director is correspondingly limited. Moreover, regardless of the number of shares owned, each shareholder has only one vote at the general meeting (on most issues).

Producer cooperatives

A unitary enterprise is created by decision of the owner of the property represented by the relevant state or municipal body authorized to make such a decision in accordance with the acts defining the competence of this body.

Constituent document unitary enterprise is the charter approved by the body that made the decision to create the enterprise. By virtue of the direct instructions of paragraph 2 of Art. 52 of the Civil Code, the constituent document of a unitary enterprise must define the subject and goals of its activities. The legal capacity of unitary enterprises is special. They have the right to engage only in those types of entrepreneurial activities, the right to engage in which is provided for by the charter, and to make transactions necessary to achieve the statutory goals.

The only executive body of a unitary enterprise is the sole body - the director (general director). He is appointed to the position and dismissed from the position by the owner or a person authorized by the owner, and is accountable to him (clause 4 of Article 113 of the Civil Code). The procedure for appointing a manager to a position, the procedure for changing and terminating an employment contract with him are determined in the charter of the unitary enterprise.

The charter of a unitary enterprise must also contain information about the size of its authorized capital (if one is to be created), about the procedure and sources of its formation, about the directions for using the profits received by the unitary enterprise, and other information provided by law.

A unitary enterprise based on the right of economic management, in accordance with the content of this right, independently disposes of the products it produces, as well as movable property under its economic management, unless otherwise established by law. Real estate the enterprise can dispose of it only with the consent of the owner. At the same time, transactions for the disposal of property assigned to an enterprise should not deprive it of the opportunity to carry out statutory activities. The owner of the property of such an enterprise has the right to receive part of the profit from the use of the property transferred to the enterprise for economic management.

The owner of the property of a unitary enterprise based on the right of economic management is not liable for the obligations of the enterprise. An exception is the subsidiary liability of the owner in the event of insolvency (bankruptcy) of a unitary enterprise that occurs as a result of following the instructions of the owner. The minimum size of the authorized capital of such unitary enterprises is determined by the Law on State and Municipal Unitary Enterprises. By the time of state registration of a unitary enterprise, its authorized capital must be fully paid by the founder.

A unitary enterprise, based on the right of operational management (state-owned enterprise), is a commercial organization that carries out business activities on the basis of property that is in state or municipal ownership of the enterprise's income. The activities of a state-owned enterprise are carried out in accordance with the estimate of income and expenses approved by the owner of the property. The owner also has the right to seize excess, unused or misused property from the enterprise, to submit mandatory orders to the enterprise for the supply of goods, performance of work and provision of services for state and municipal needs, and to determine the procedure for distributing income of a state-owned enterprise.

As follows from the power of operational management, it can dispose of the property assigned to the enterprise (both real and movable) only with the consent of the owner of this property and within the limits that do not deprive the enterprise of the opportunity to carry out its statutory activities. The company sells its products independently.

If the property of a state-owned enterprise is insufficient, the owner of its property bears subsidiary liability for the obligations of the enterprise (clause 5 of Article 115 of the Civil Code), therefore the authorized capital of the state-owned enterprise is not formed.

Reorganization or liquidation of a unitary enterprise is carried out by decision of the owner. Forced liquidation is also possible. established by law grounds, including (for enterprises based on the right of economic management) on the grounds and in the manner provided for by the legislation on insolvency (bankruptcy).

A change in the type of a unitary enterprise (i.e., a change in the status of a state-owned enterprise to the status of an enterprise based on the right of economic management, and vice versa), as well as a transfer of ownership of the property assigned to it to another owner, is not a reorganization. The organizational and legal form of a unitary enterprise is preserved in these cases.

Economic society– a commercial organization with an authorized capital divided into shares (shares) of founders (participants).

Signs of business companies

Economic companies are characterized by the following features:

Deposits are divided into shares by authorized capital;
All property acquired or produced belongs to the partnership;
The highest body is the meeting of participants;
Business companies are considered as associations of capital, which does not imply, although does not exclude, the obligatory personal participation of the founders in their affairs;
Participants in business companies are not liable for it, but only bear the risk of losses associated with the activities of the company. Government bodies and municipal bodies do not have the right to participate in business companies.

Types of business entities

Civil legislation in at the moment distinguishes 2 types of business companies: limited companies and joint-stock companies.

Limited Liability Company

Limited Liability Company (LLC)- a business company, the authorized capital of which is divided into shares; the participants are not liable for the obligations of the company, but only bear the risk of losses associated with the activities of the company within the value of their shares. An LLC can be created by one person.

An LLC has a mandatory two-tier management system (general meeting - executive body), but a three-tier management system is also possible (general meeting - supervisory board - executive body). General meeting– the highest will-forming body, its competence includes the most important issues. The competence of the executive body (it can be collegial or individual) includes issues that are not within the competence of the general meeting.

The number of participants in an LLC should not exceed 50 people, otherwise it is subject to transformation into a JSC or through the courts.

An LLC has a founding document called the charter. The charter must contain information about the name of the LLC, its location, the size of the authorized capital, the composition and competence of its bodies and other information provided for by law

The transfer of a share in the authorized capital is permitted on the basis of legal succession, or in another way, while the LLC participants enjoy the preemptive right to purchase a share or part of a share in the authorized capital.

A participant in an LLC has the right to leave it without the consent of other participants by submitting an application.

Joint stock company

Joint stock company– a business company whose authorized capital is divided into a certain number of shares. Participants in a joint stock company are not liable for its obligations and bear the risk of losses within the value of the shares they own.

A JSC can be public or non-public. A public company has the right to place shares through open subscription. Stock non-public company may not be posted by public subscription or otherwise offered for purchase to an unlimited number of persons.

A joint stock company can be formed by one person, with the exception of certain cases. Participants in a joint stock company can be any person.

In a closed joint stock company, the preemptive right to purchase shares sold by other shareholders belongs to the founders of the joint stock company. In open joint-stock companies, such a restriction is not established; shares can be freely distributed among third parties, for example, through sale on stock exchanges.

The constituent document of a joint-stock company is its charter. The charter must contain information about the name of the joint-stock company, its location, the cost and size of the authorized capital, the rights of shareholders, the composition and competence of the bodies, and other information provided for by law

In joint stock companies with a small number of participants (up to 50), a two-tier management system operates; for a larger number of participants, the creation of a supervisory board is required.

The joint stock company also maintains a register of shareholders.

In some cases, independent commercial activities of a legal entity may not be effective enough. In such situations, it is advisable to create business societies.

Definition of the concept

Business entities are business entities whose founders are legal entities or individuals. They are formed by combining property, the ultimate goal of which is to obtain maximum profit. The resulting organizations themselves have the status of legal entities.

It is worth noting that participants in business entities are not only business entities, but also citizens who are not directly related to commercial activities. By joining this association, each of the subjects retains its original status.

In order for an organization to have the right to be called a business company, it must meet the following criteria:

has the form of a legal entity;
the founders are entrepreneurs, enterprises or individuals;
during the creation of the company, the property values of the participants were combined;
each of the organization’s participants has and exercises the right to directly participate in its commercial and other activities;
The main purpose of creating an association is to extract maximum financial benefits.

Operating principles

Business entities operate in accordance with a number of principles:

members of the association independently and freely determine the type of commercial activity;
technology development, organization of the production process, arranging supplies and sales, budget formation and other issues occur without outside interference;
the company's management has complete freedom in terms of attracting and releasing personnel (within the framework of labor legislation);
activities are aimed at obtaining benefits, which is associated with corresponding financial risks.

Types of business entities

As the economy develops, more and more associations of entrepreneurs appear on the market. In this regard, the following types of business entities are distinguished:

A joint stock company is an organization whose authorized capital is proportionally divided into a certain number of shares. Each of them has the same denomination. Shareholders (holders of securities) are liable to the extent of their share in the capital.
A limited liability company, like the previous one, also has an authorized capital divided into several parts. In this case, security holders bear financial liability solely within the limits of these figures.
Each of the participants in the company with additional liability bears responsibility in a scale proportional to its share in the capital. If the organization’s funds are not enough to cover its obligations, then all its members pay off the balance of the debt in equal shares.
A full society is a business association in which participants are liable for obligations not only with their capital investments, but also with all personal property.
Limited partnerships provide their participants with the right to carry out business activities on their behalf. This comes with additional responsibility. In some cases, personal property may also be used to cover obligations.
The association arises on the basis of contractual relations. Although its members have a common goal and are accountable to management, management does not interfere in any way with the business activities of these units.
A corporation is similar to an association in many ways. The main difference is that members delegate certain authority to senior management to manage their activities.
A consortium is an association that is temporary. After achieving the general goal specified in the contractual and statutory documents, this company ceases its activities and existence.
A concern is an association of several enterprises or organizations that are engaged in different types production or non-production activities. They are united by their dependence on a central governing body, which finances them and coordinates activities on all key issues.

Forms of joint stock companies

The forms of business companies whose authorized capital is distributed among shareholders may be as follows:

Open - their shares can be purchased by anyone during free trading. In addition, if he wishes to sell his securities, the holder can freely carry out his intention without notifying other participants in the business company.
Closed - characterized by the fact that the shares are distributed to a strictly defined circle of people (most often it is limited to the founders. In order to sell securities or transfer them into ownership of another person, the participant must notify his partners and obtain their consent to this action.

Rights

The rights of a business company (namely, its participants) can be described as follows:

participation in the management of the organization (carried out in accordance with the statutory documents, agreement, as well as legislative norms);
participation in the distribution of profits, as well as receiving dividends corresponding to the share in the authorized capital;
receiving complete information on the activities of the company (we are talking about both annual reporting documents and unscheduled provision of relevant information);
in accordance with the procedure established by law, as well as the statutory documents, a participant in a business company may leave it.

Responsibilities

Participants of a business company are obliged to:

carry out its activities in accordance with the constituent documents of the organization;
fully submit to the highest governing bodies;
pay the authorized capital in the amount corresponding to the package of securities;
act not only in their own interests, but also in the interests of all participants in society.

Organization of work

Organizing a business company involves drawing up constituent documents, the main of which is the charter. It contains general information about participants, as well as types of commercial activities. In addition, the types and features of securities in accordance with which payment of the authorized capital and distribution of responsibility are made should be described in detail. Next comes information about the name and coordinates, as well as the duration of activity (if they are limited).

Business companies are required to pass state registration. For each type it has its own characteristics. After reviewing the documents in the relevant authorities and receiving a registration certificate, the company receives the status of a legal entity. All changes that will be made in the future to the charter and other constituent documents are also subject to state registration.

Conclusions

Quite common in modern economy is a business company. Commercial enterprise(or individual) is not always able to achieve alone desired results. IN in this case, organizations with similar goals and activities can merge. There are several types of business entities. They differ in the types of securities, as well as the principles of distribution of responsibility between participants.

It is worth noting that the main feature of business entities is commercial orientation. After the profit is received, each participant has the right to receive his share in accordance with the package of securities or the degree of participation in the authorized capital.

Civil Code of the Russian Federation Article 66. Basic provisions on business partnerships ah and societies

(see text in the previous edition)

1. Business partnerships and companies are corporate commercial organizations with the authorized (share) capital divided into shares (contributions) of the founders (participants). Property created through the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs by right of ownership to the business partnership or company.

The scope of powers of participants in a business company is determined in proportion to their shares in the authorized capital of the company. A different scope of powers of participants in a non-public business company may be provided for by the company’s charter, as well as a corporate agreement, provided that information about the existence of such an agreement and the scope of powers of company participants provided for by it is entered into the unified state register of legal entities.

2. In the cases provided for by this Code, a business company may be created by one person, who becomes its sole participant.

A business company cannot have as its sole participant another business company consisting of one person, unless otherwise established by this Code or another law.

3. Business partnerships can be created in the organizational and legal form of a full partnership or a limited partnership (limited partnership).

4. Business companies can be created in the organizational and legal form of a joint stock company or a limited liability company.

5. Participants in general partnerships and general partners in limited partnerships may be individual entrepreneurs and commercial organizations.

Participants in business companies and investors in limited partnerships can be citizens and legal entities, as well as public legal entities.

6. State bodies and local government bodies do not have the right to participate on their own behalf in business partnerships and companies.

Institutions may be participants in business companies and investors in limited partnerships with the permission of the owner of the institution’s property, unless otherwise provided by law.

Participation may be prohibited or limited by law individual categories persons in business partnerships and companies.

Business partnerships and companies may be founders (participants) of other business partnerships and companies, except for cases provided for by law.

7. Features legal status credit organizations, insurance organizations, clearing organizations, specialized financial companies, specialized project finance companies, professional participants in the securities market, joint-stock investment funds, investment fund management companies, mutual funds and non-state pension funds, non-state pension funds and other non-credit financial organizations, joint-stock companies of workers (national enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.